This Settlement Agreement and Mutual Release (hereinafter the "Agreement") is entered into between the Providence Newspaper Guild, its predecessors, successors, assigns, parent and shareholders, subsidiaries, affiliates, related companies, and present and former employees, officials, directors, officers, agents, benefit plans and attorneys (the "Guild") and The Providence Journal Company, its predecessors, successors, assigns, parent and shareholders, subsidiaries, affiliates, related companies, and present and former employees, officials, directors, officers, agents, benefit plans and attorneys (the "Journal").

WHEREAS, by letter dated February 8, 2000, the Journal notified the Guild that union security and dues checkoff were no longer in effect under the expired collective bargaining agreement between the parties; and

WHEREAS, the Guild filed a grievance on February 11, 2000 (Grievance No. 4-00) (the "Grievance") challenging the Journal's cancellation of union security and dues checkoff; and

WHEREAS, the Guild pursued the Grievance to arbitration (AAA Case No. 11 300 519 00) and, on July 19, 2002, the Arbitrator issued an award (the "Award") which found that the Journal violated the expired collective bargaining agreement by canceling union security but did not violate the expired collective bargaining agreement by canceling dues checkoff; and

WHEREAS, the Journal instituted a civil action currently pending in the United States District Court for the District of Rhode Island, captioned "The Providence Journal Company v. Providence Newspaper Guild" Civil Action No. 02-453-ML (the "Complaint"), in which the Journal brought suit to vacate the Award and the Guild counterclaimed to confirm the Award and for other injunctive relief; and

WHEREAS, the parties mutually desire to amicably resolve any and all disputes among them regarding union security and dues checkoff.

IT IS HEREBY AGREED by the parties below, intending to be legally bound, as follows:

1. The Journal agrees to reinstate dues checkoff in the manner provided in Article II, Section 4 of the expired collective bargaining agreement between the parties within fourteen days of the date of this Agreement, and to maintain dues checkoff until a new collective bargaining agreement between the parties becomes effective. The parties agree that union security, Article II, Section 5 of the expired collective bargaining agreement will remain in effect, in accordance with the Award, through the expiration of the next succeeding collective bargaining agreement (which is currently under negotiation). The Guild waives any and all rights to repayment directly from the Journal of any and all unpaid dues as required by the Award or otherwise. In consideration of these agreements, the Journal agrees to the following:

Journal Dues Proposal 06/02/2003 (as modified 09/11/2003)

The following shall govern issues of payment of dues from February 1, 2000 through resumption of dues checkoff and the expiration of the next succeeding collective bargaining agreement (which is currently under negotiation).

Current bargaining unit employees will be responsible for coming into compliance with their obligations under the union security clause and for remaining in compliance as an ongoing condition of employment, by repaying to the Guild all dues amounts owed from February 1, 2000 forward as follows:

Beginning fourteen days after the date of this Agreement, any bargaining unit employee who fails to fully pay uncollected dues up to $200.00, or who accrues future dues delinquencies up to $200.00 shall have his or her employment terminated upon request of the Guild. For amounts over $200.00, bargaining unit employees shall be allowed to repay to the Guild, through checkoff or through direct payment, at a rate of $50.00 per week (or at any lesser rate agreed to by the Guild). Any bargaining unit employee who defaults on a repayment schedule of amounts over $200.00 shall have his or her employment terminated upon request of the Guild. In that bargaining unit employees have individual rights under law to contest such a Guild request, the Journal agrees to waive arbitration and will not otherwise contest in any legal forums such a request by the Guild.

2. The execution of this Agreement shall not be construed as an admission of a violation of any statute or law or breach of any duty or obligation by either the Journal or the Guild.

3. The Journal and the Guild agree that, in consideration for the agreements reached in paragraph 1 above, all pending lawsuits, grievances, arbitrations, unfair labor practice charges, National Labor Relations Board complaints and/or other claims by the Guild against the Journal and/or by the Journal against the Guild, including the Grievance, the Arbitration and the Complaint, based upon or in any way related to the February 8, 2000 cancellation of union security and dues checkoff are hereby fully settled and shall be withdrawn and/or dismissed with prejudice. Both the Journal and the Guild agree to promptly take all steps necessary to effectuate this paragraph. Further, the Journal and the Guild mutually release each other from any claim which the Journal or the Guild may have or claim to have based upon or in any way related to the February 8, 2000 cancellation of union security and dues checkoff and the Journal and the Guild hereby covenant not to file or bring a lawsuit, grievance, arbitration, unfair labor practice charge or any other proceeding to assert such a claim, except to enforce the terms of this Settlement Agreement.

4. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

5. This Agreement may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or extension is sought. The parties acknowledge that they have not relied upon any representation or statement, written or oral, not set forth in this document.