COMPENSATION COMMITTEE REPORT 2004

Executive Compensation Policies. The Compensation Committee of the Board of Directors (the ?Committee?), which is composed of three independent directors, administers the Company's executive compensation program. The objectives that guide the Committee in formulating its recommendations are to:

Report of the
Compensation
Committee

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       Annually the Committee reviews a compensation survey as a guidepost to determine whether the Company's compensation levels and programs are competitive and meet the Committee's stated objectives. The most recent survey compiled by Towers Perrin includes publishing companies regarded as comparable and for which data are available, as well as other companies in the northeast region of the United States comparable in size to the Company. The Committee establishes and informs the Board of the total targeted compensation and the proportion of the various components of the compensation program, including salary and targeted annual and long-term incentives, based upon each executive's role in the Company and level of responsibilities.

       The Committee believes that ordinarily it is in the best interest of the Company to retain flexibility in its compensation programs to enable it to appropriately reward, retain and attract executive talent necessary to the Company's success. To the extent such goals can be met with compensation that is designed to be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the ?Code?), such as the Long Term Incentive Plan and the Executive Annual Incentive Plan, each approved by the shareholders in September 1999, such compensation plans will be used. However, the Committee recognizes that in appropriate circumstances, compensation that is not deductible under the Code may be paid at the Committee's discretion.

Annual Executive Compensation. Annual executive compensation is comprised of base salary and, if earned, a variable cash incentive. The annual incentive is based on the achievement of quantitative financial performance goals, as well as individual non-quantitative objectives. Targeted annual incentives for fiscal 2004 range from 100% of salary for Mr. Pesce, and from 60% to 80% for other executives. At the beginning of each fiscal year, the Committee establishes the base salaries, the targeted incentives, the financial performance measures, and objectives on which incentives may be earned, including the threshold or minimum level of performance below which no incentives will be paid. Business unit performance measures and targets are also set for certain executives.

       At the end of the fiscal year, the Committee evaluates performance against the financial goals and individual objectives, and approves and informs the Board of the annual payout, if any, for each executive. No incentive is payable, regardless of whether individual objectives are met or exceeded, unless the threshold is reached on at least one financial measure. Payouts, if any, can range from 25% to 200% of the targeted incentive, depending upon the level of the achievement of financial goals and individual objectives between threshold and outstanding levels of performance. In fiscal 2004 on a weighted average basis, performance against financial goals was greater than target and less than outstanding.

Long Term Executive Compensation. The long-term component of the compensation is comprised of (i) a targeted variable incentive payable in restricted performance shares, and (ii) stock option grants of Class A Stock. At the beginning of each fiscal year, a new three-year cycle begins. The Committee establishes for participants in the long-term plan the number of stock options to be granted, the targeted number of performance shares, the financial performance measures and goals, and threshold and outstanding levels of performance that must be achieved by the Company and, where relevant, the division for which the participant is responsible.

       At the end of the three fiscal-year cycle, the Committee evaluates performance against the financial goals and determines the appropriate payout in performance shares for each executive. No long-term incentive is payable unless the threshold is reached on at least one financial measure. Payouts, if any, to individual executives can range from 25% to 200% of the targeted incentive, depending upon the level of aggregate achievement between the threshold and outstanding levels of financial performance.

       Option grants are generally awarded on an annual basis, have terms of ten years and generally vest as to 50% in the fourth year and 50% in the fifth year from the date of grant. All employees' stock options have exercise prices that are equal to the current market price of

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Class A Stock as of the grant date. The ultimate value of the stock option grants is aligned with increases in shareholder value and is dependent upon increases in the market price per share over and above the grant price. In fiscal 2004, all executives, including Mr. Pesce, received approximately 60% of their targeted long term incentive in stock option awards.

       The Committee believes that the ultimate goal of the long term plan is to align the interests of shareholders and management. To reinforce this principle, the Committee established stock ownership guidelines for all senior officers participating in the long term plan. A majority of the executives have exceeded their targeted shareholdings.

Chief Executive Officer Compensation. For fiscal 2004, Mr. Pesce recommended that base salaries not be increased for him and other senior officers, despite the Company's strong performance in fiscal 2003. This recommendation was made in anticipation of sluggish market conditions and despite the fact that competitive data indicated that increases were warranted. The Committee accepted Mr. Pesce's recommendations. During fiscal 2004, Mr. Pesce was awarded an annual incentive of $1,185,938, representing 61.3% of his total annual compensation.

       Mr. Pesce also received a long term compensation payout of 33,800 shares of restricted performance stock with the restrictions lapsing as to 50% at the end of fiscal 2005 and 2006, respectively. This payout was based on the Company's performance against earnings per share and cash flow goals. During fiscal 2004, Mr. Pesce, as part of his long term compensation plan, received a grant of options to purchase 200,000 shares of Class A Stock, exercisable as to 100,000 shares on and after April 30, 2007, and 100,000 on and after April 30, 2008, at an option price of $25.32 per share, the market price at date of grant.

       In approving the compensation, the Committee considered Mr. Pesce's leadership of the Company; the continued progress on key strategic initiatives; the Company's market share gains in a challenging environment; and the achievement of record revenue, EPS and cash flow.

       Compensation Committee

       Henry A. McKinnell, Chairman, Warren J. Baker, Matthew S. Kissner

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-- Proxy Statement August 2004