EX-10.10






Exhibit 10.10



 





Scripps Networks Interactive, Inc.

Executive Deferred Compensation Plan






 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1. IMPACT OF SEPARATION TRANSACTION
	 	 	2	 
	 
	ARTICLE 2. DEFINITIONS
	 	 	3	 
	 
	ARTICLE 3. ELIGIBILITY AND PARTICIPATION
	 	 	8	 
	 
	ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS
	 	 	9	 
	 
	ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS
	 	 	11	 
	 
	ARTICLE 6. VESTING
	 	 	11	 
	 
	ARTICLE 7. ACCOUNTS
	 	 	11	 
	 
	ARTICLE 8. INVESTMENT FUNDS
	 	 	12	 
	 
	ARTICLE 9. PAYMENT ELECTIONS
	 	 	12	 
	 
	ARTICLE 10. PAYMENT OF BENEFITS
	 	 	14	 
	 
	ARTICLE 11. BENEFICIARIES; PARTICIPANT DATA
	 	 	18	 
	 
	ARTICLE 12. ADMINISTRATION
	 	 	19	 
	 
	ARTICLE 13. AMENDMENT OR TERMINATION OF PLAN
	 	 	22	 
	 
	ARTICLE 14. MISCELLANEOUS PROVISIONS
	 	 	23	 







 









 






Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan






ARTICLE 1. IMPACT OF SEPARATION TRANSACTION





	1.1	 	IN GENERAL. The Company adopted this Plan effective as of the Effective Date, pursuant to
the Employee Matters Agreement. The Plan is maintained to provide for the payment of certain
amounts deferred under the Scripps Plan and to provide certain eligible employees with the
opportunity to defer portions of their base salary and incentive compensation.
	 
	1.2	 	SNI PARTICIPANTS. The Company has assumed the deferred compensation obligations under the
Scripps Plan with respect to SNI Participants (“Assumed Amounts”) pursuant to the terms of the
Employee Matters Agreement. For purposes of this Plan, the term Assumed Amounts shall include
any amounts of “Base Compensation” and “Incentive Compensation” (as defined under the Scripps
Plan and earned but not yet paid as of the Effective Date) that were properly deferred by a
Participant under the Scripps Plan but that had not yet been credited to his or her account
under the Scripps Plan as of the Effective Date. The following rules shall apply to the
Assumed Amounts, notwithstanding any provision of the Plan to the contrary:






	 	(a)	 	Any SNI Participant with respect to whom Assumed Amounts are credited hereunder
shall automatically participate, and be a “Participant,” in the Plan with respect to
such Assumed Amounts as of the Effective Date.
	 
	 	(b)	 	The Assumed Amounts credited to Accounts hereunder (whether under Part One or
Part Two of the Plan, as set forth in Section 1.4) shall remain subject to the same
elections (including investment elections, Deferral Elections and Payment Elections)
and Beneficiary designations that were controlling under the Scripps Plan immediately
prior to the Effective Date for the remainder of the period or periods for which such
elections or designations are by their original terms applicable. The immediately
preceding sentence shall apply to investment elections and Beneficiary Designations
only to the extent that such elections or designations are available under this Plan.






	1.3	 	EWS PARTICIPANTS. The Company shall not assume the deferred compensation obligations under
the Scripps Plan with respect to any EWS Participants that become employed by the Affiliated
Group after the Effective Date. If, however, an EWS Participant in the Scripps Plan ceases
employment with Scripps and its subsidiaries and immediately thereafter becomes an employee of
the Affiliated Group at any time after the Effective Date, but at a time when the Company and
Scripps are in the same Controlled Group, then to the extent required to comply with Section
409A of the Code:






	 	(a)	 	The individual’s Deferral Elections and Payment Elections that were controlling
under the Scripps Plan immediately prior to that date shall continue to apply to Base
Compensation and Incentive Compensation paid by the Affiliated Group for the remainder
of the period or periods for which such elections or designations are by their original
terms applicable.





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	 	(b)	 	The Committee is authorized to establish one or more sub-plans or sub-accounts
for the EWS Participant the terms of which may vary from those set forth in or required
or authorized by this Plan in order to implement the purposes of this Section 1.3.






	1.4	 	SECTION 409A OF THE CODE. In order to comply with Section 409A of the Code, the Plan shall
consist of two parts, one of which shall be named “Part One” and the other of which shall be
named “Part Two”. Except as otherwise provided under this Article 1, Part One of the Plan
shall be governed by the terms and conditions of the Scripps Plan as in effect on October 3,
2004, which is reproduced on Appendix A (but with all references to Scripps or the
Company changed to Scripps Networks Interactive, Inc. where appropriate). Part Two of the
Plan shall be governed by the terms and conditions set forth herein.






	 	(a)	 	Part One. Any Assumed Amounts that constitute an “amount deferred” in taxable
years beginning before January 1, 2005 (within the meaning of Section 409A of the Code)
and any earnings thereon shall be credited to the appropriate Subaccounts under Part
One of this Plan, as selected by the Committee in its sole discretion, and it is
intended that such amounts and the earnings thereon shall be exempt from the
application of Section 409A of the Code. As a result of such crediting, all of the
Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if
any, shall automatically be extinguished and become rights under Part One of this Plan
without further action. Nothing contained herein is intended to materially enhance a
benefit or right existing under Part One of the Plan as of October 3, 2004, or add a
new material benefit or right to the amounts credited under Part One of the Plan. Part
One of the Plan is frozen, and neither the Company, its affiliates nor any individual
shall make or permit to be made any additional contributions or deferrals under Part
One of the Plan (other than earnings) on or after that date.
	 
	 	(b)	 	Part Two. Any Assumed Amounts or any Deferrals under this Plan that constitute
an “amount deferred” by Participants in taxable years beginning on or after January 1,
2005 (within the meaning of Section 409A of the Code), and any earnings thereon, shall
be credited to the appropriate Subaccounts under Part Two of this Plan, as selected by
the Committee in its sole discretion. As a result of such crediting, all of the
Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if
any, shall automatically be extinguished and become rights under Part Two of this Plan
without further action.






	1.5	 	DEFINITIONS. Capitalized terms that are not defined in Article 2 shall have the meaning set
forth in the Employee Matters Agreement.





ARTICLE 2. DEFINITIONS





	2.1	 	“Account” means the balance credited to a Participant’s or Beneficiary’s Plan bookkeeping
account, including contribution credits and deemed income, gains, and




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	 	 	losses credited thereto. A Participant’s or Beneficiary’s Account shall consist of a Deferral
Contributions Subaccount, and/or a Company Matching Contributions Subaccount. Accounts are further
described in Article 7.
	 
	2.2	 	“Affiliated Group” means the Company and each Subsidiary.
	 
	2.3	 	“Assumed Amounts” has the meaning given to such term in Section 1.2 hereof.
	 
	2.4	 	“Base Compensation” means the annual base rate of cash compensation payable by the Affiliated
Group to a Participant during a calendar year, excluding Incentive Compensation, bonuses,
commissions, severance payments, Company Matching Contributions, qualified plan contributions
or benefits, expense reimbursements, fringe benefits and all other payments, and prior to
reduction for any deferrals under this Plan or any other plan of the Affiliated Group under
Sections 125 or 401(k) of the Code.
	 
	2.5	 	“Base Deferrals” means deferrals from Base Compensation, as described in Section 4.1(a).
	 
	2.6	 	“Basic Plan” means The E. W. Scripps Retirement & Investment Plan for the periods through
December 31, 2008 and the Scripps Networks Interactive, Inc. Retirement & Investment Plan for
the periods commencing on and after January 1, 2009.
	 
	2.7	 	“Beneficiary” means any person or persons so designated in accordance with the provisions of
Section 11.1.
	 
	2.8	 	“Board” means the Board of Directors of Scripps Networks Interactive, Inc. or any successor.
	 
	2.9	 	“Change in Control” has the meaning given to such term in the Scripps Networks Interactive,
Inc. Executive Change in Control Plan, as in effect on the Effective Date, provided that the
transaction or event also constitutes a “change in the ownership,” a “change in the effective
control” or a “change in the ownership of a substantial portion of the assets” of the Company
within the meaning of Section 409A of the Code.
	 
	2.10	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.11	 	“Committee” means the committee selected by the Board or its designee, whose membership is
appointed or removed by the Board or its designee, that is responsible for administering this
Plan. The Committee is further described in Article 12. Unless and until otherwise provided
by the Board, the Committee shall be the Senior Vice President, Human Resources of the
Company, or her designee.
	 
	2.12	 	“Company” means Scripps Networks Interactive, Inc. and its successors, including, without
limitation, the surviving corporation resulting from any merger or consolidation of Scripps
Networks Interactive, Inc. with any other corporation, limited liability company, joint
venture, partnership or other entity or entities.




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	2.13	 	“Company Matching Contributions” means the contributions deemed made by the Company pursuant
to Article 5.
	 
	2.14	 	“Company Matching Contributions Subaccount” means the portion of an Account credited with
Company Matching Contributions for a given Participant, adjusted for gains and losses and
payments.
	 
	2.15	 	“Controlled Group” means (i) the Company, and (ii) all entities with whom the Company would
be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in
applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of
corporations under Section 414(b) of the Code, the language “at least 50 percent” is used
instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3),
and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common control for purposes of Section
414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears
in that regulation. Such term shall be interpreted in a manner consistent with the definition
of “service recipient” contained in Section 409A of the Code.
	 
	2.16	 	“Deferral Contributions” means the combined Base Deferrals and Incentive Deferrals made
pursuant to Article 4.
	 
	2.17	 	“Deferral Contributions Subaccount” means the portion of an Account credited with Deferral
Contributions for a given Participant, adjusted for gains and losses and payments.
	 
	2.18	 	“Deferral Election” shall mean the Election Agreement (or portion thereof) completed by a
Participant and filed with the Committee in accordance with Article 4 that indicates the Base
Deferrals, Incentive Deferrals or both that will be deferred under the Plan for a calendar
year or Performance Period.
	 
	2.19	 	“Effective Date” means the Distribution Date as defined in the Employee Matters Agreement.
	 
	2.20	 	“Election Agreement” means the agreement on a form that the Committee may designate from time
to time, on which a Participant makes certain elections and other designations as set forth in
Section 3.1(b).
	 
	2.21	 	“Eligible Employee” means, for any calendar year (or applicable portion thereof), a person
employed by the Affiliated Group who meets the following requirements: (i) is eligible to
participate in the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (excluding
awards issued through the President’s Club or any similar program); and (ii) either has Base
Compensation in excess of the Code Section 401(a)(17) limit with respect to the prior calendar
year or has previously elected to defer Base Compensation or Incentive Compensation under the
Plan for a prior calendar year.




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	 	 	The term Eligible Employee also includes any other management or highly compensated employee of
the Company designated by the Committee.
	 
	2.22	 	“Employee Matters Agreement” means the Employee Matters Agreement by and between Scripps and
the Company.
	 
	2.23	 	“Entry Date” with respect to an Eligible Employee means the first day of each calendar year.
	 
	2.24	 	“ERISA” means the Employee Retirement Security Act of 1974, as amended.
	 
	2.25	 	“Incentive Compensation” means incentive compensation earned during a Performance Period
under the Company’s Executive Bonus Plan, or its successor, or such other plan that the
Committee may designate from time to time.
	 
	2.26	 	“Incentive Deferrals” means deferrals from Incentive Compensation, as described in Section
4.1(b).
	 
	2.27	 	“Investment Fund(s)” means any fund(s) to which the Committee allows Eligible Employees to
nominally allocate their Accounts. Investment Funds are further described in Article 8.
	 
	2.28	 	“Participant” means any person so designated in accordance with the provisions of Article 3,
including, where appropriate according to the context of the Plan, any former Eligible
Employee who is or may become (or whose Beneficiary may become) eligible to receive a benefit
under the Plan.
	 
	2.29	 	“Payment Election” means the Election Agreement (or portion thereof) completed by a
Participant and filed with the Committee in accordance with Article 9 hereof, that indicates
the payment commencement date for Incentive Deferrals and the form of payment for Base
Deferrals (including Company Matching Contributions) and Incentive Deferrals.
	 
	2.30	 	“Performance-Based Compensation” means that portion of a Participant’s Incentive Compensation
the amount of which, or the entitlement to which, is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a Performance
Period of at least twelve (12) consecutive months, and which satisfies the requirements for
“performance-based compensation” under Section 409A of the Code, including the requirement
that the performance criteria be established in writing by not later than (i) ninety (90) days
after the commencement of the period of service to which the criteria relates and (ii) the
date the outcome ceases to be substantially uncertain. Where a portion of an amount of
Incentive Compensation would qualify as Performance-Based Compensation if the portion were the
sole amount available under a designated incentive plan, that portion of the award will not
fail to qualify as Performance-Based Compensation if that portion is designated separately by
the Committee on the Deferral Election or is otherwise separately identifiable under the




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	 	 	terms of the designated incentive plan, and the amount of each portion is determined
independently of the other.
	 
	2.31	 	“Performance Period” means, with respect to any Incentive Compensation, the period of time
during which such Incentive Compensation is earned.
	 
	2.32	 	“Plan” means the Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan as
set forth herein and as from time to time in effect. To the extent required to comply with
Section 409A of the Code, the term Plan shall include any plan that is required to be
aggregated with the Plan under Section 409A of the Code.
	 
	2.33	 	“Scripps” means The E. W. Scripps Company.
	 
	2.34	 	“Scripps Plan” means the Scripps Executive Deferred Compensation and Savings Restoration
Plan.
	 
	2.35	 	“Separation from Service” means a termination of employment with the Controlled Group in such
a manner as to constitute a “separation from service” as defined under Section 409A of the
Code. Upon a sale or other disposition of the assets of the Company or any member of the
Controlled Group to an unrelated purchaser, the Committee reserves the right, to the extent
permitted by Section 409A of the Code, to determine whether Participants providing services to
the purchaser after and in connection with the purchase transaction have experienced a
Separation from Service.
	 
	2.36	 	“Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose
outstanding shares or securities (representing the right to vote for the election of directors
or other managing authority) are, or (ii) which does not have outstanding shares or securities
(as may be the case in a partnership, joint venture or unincorporated association), but more
than 50 percent of whose ownership interest representing the right generally to make decisions
for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by
the Company.
	 
	2.37	 	“Unforeseeable Emergency” means an “unforeseeable emergency” as defined under Section 409A
of the Code.
	 
	2.38	 	“Valuation Date” means such date or dates as the Committee, in its sole discretion,
designates as a Valuation Date, provided that such dates shall occur no less frequently than
quarterly as of the last business day of each calendar quarter.
	 
	2.39	 	In addition to the foregoing, certain other terms of more limited usage may be defined in
other Articles of the Plan. All terms defined in the Plan are designated with initial capital
letters.
	 
	2.40	 	Whenever appropriate, words used herein in the singular may be read as the plural and the
plural may be read as the singular. Unless otherwise clear from the context, words used
herein in the masculine shall also be deemed to include the feminine.




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	2.41	 	Except to the extent otherwise indicated herein, and except to the extent otherwise
inappropriate in the context, the definition of Employer Contribution contained in the Basic
Plan is applicable under the Plan.





ARTICLE 3. ELIGIBILITY AND PARTICIPATION





	3.1	 	REQUIREMENTS.






	 	(a)	 	Every Eligible Employee shall be eligible to become a Participant on the first
Entry Date occurring on or after the date on which he or she becomes an Eligible
Employee. No individual shall become a Participant, however, if he/she is not an
Eligible Employee on the date his/her participation is to begin.
	 
	 	(b)	 	Except as otherwise provided in Article 1, in order to participate as of a
specified Entry Date, an Eligible Employee must make written application by filing with
the Committee, within such time period as the Committee shall specify consistent with
the terms of this Plan, an Election Agreement on which the Eligible Employee shall:






	 	(i)	 	Make a Deferral Election in accordance with Article 4;
	 
	 	(ii)	 	Make a Payment Election in accordance with Article 9;
	 
	 	(iii)	 	Designate a Beneficiary or change a Beneficiary designation in
accordance with Section 11.1; and
	 
	 	(iv)	 	Agree to the terms of the Plan.






	 	(c)	 	An Eligible Employee who chooses not to participate in the Plan when first
eligible to do so shall waive participation by so specifying on the Election Agreement
and shall not be eligible to participant until the next Entry Date.






	3.2	 	CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the
employ of the Affiliated Group, but ceases to be an Eligible Employee, he/she shall not be
eligible to make new Deferral Elections or have Company Matching Contributions made on his/her
behalf. However, his/her Account shall continue to be revalued in accordance with Article 7.
	 
	3.3	 	PARTICIPATION BY EMPLOYEES OF AFFILIATED GROUP MEMBERS. Any member of the Affiliated Group
(other than the Company) may, by action of its board of directors or equivalent governing body
and with the consent of the Board, adopt the Plan; provided that the Board may waive the
requirement that such board of directors or equivalent governing body effect such adoption.
By its adoption of or participation in the Plan, the adopting member of the Affiliated Group
shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of
the power and authority conferred by the Plan upon the Company and accept the delegation to
the Committee of all the power and authority conferred upon it by the Plan. The authority of
the Company




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	 	 	to act as such agent shall continue until the Plan is
terminated as to the participating affiliate. An Eligible
Employee who is employed by a member of the Affiliated
Group and who elects to participate in the Plan shall
participate on the same basis as an Eligible Employee of
the Company. The Account of a Participant employed by a
participating member of the Affiliated Group shall be paid
in accordance with the Plan solely by such member to the
extent attributable to Base Deferrals or Incentive
Deferrals that would have been paid by such participating
member in the absence of deferral pursuant to the Plan,
unless the Board otherwise determines that the Company
shall be the obligor.





ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS





	4.1	 	DEFERRAL ELECTIONS. A Participant may elect to defer Base Compensation for a calendar year
or Incentive Compensation for a Performance Period, as the case may be, by filing a Deferral
Election with the Committee in accordance with the following rules:






	 	(a)	 	Base Compensation. The Deferral Election with respect to Base Compensation must
be filed with the Committee by, and shall become irrevocable as of, December 31 (or
such earlier date as specified by the Committee on the Deferral Election) of the
calendar year next preceding the calendar year for which such Base Compensation would
otherwise be earned. For purposes of this Section 4.1(a), Base Compensation payable
after the last day of a calendar year solely for services performed during the final
payroll period described in Section 3401(b) of the Code containing December 31 of such
year shall be treated as earned during the subsequent calendar year.
	 
	 	(b)	 	Incentive Compensation






	 	(i)	 	The Deferral Election with respect to Incentive Compensation
must be filed with the Committee by, and shall become irrevocable as of,
December 31 (or such earlier date as specified by the Committee on the Deferral
Election) of the calendar year next preceding the first day of the Performance
Period for which such Incentive Compensation would otherwise be earned.
	 
	 	(ii)	 	Notwithstanding anything contained in this 4.1 to the contrary,
and only to the extent permitted by the Committee, the Deferral Election with
respect to Incentive Compensation that constitutes Performance-Based
Compensation must be filed with the Committee by, and shall become irrevocable
as of, the date that is 6 months before the end of the applicable Performance
Period (or such earlier date as specified by the Committee on the Deferral
Election), provided that in no event may such Deferral Election be made after
such Incentive Compensation has become “readily ascertainable” within the
meaning of Section 409A of the Code. In order to make a Deferral Election
under this Section 4.1(b)(ii), the Participant must perform services
continuously from the later of the beginning of the Performance Period or the
date the performance criteria are established




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	 	 	 	through the date a Deferral Election becomes irrevocable under this Section
4.1(b)(ii). A Deferral Election made under this Section 4.1(b)(ii) shall
not apply to any portion of the Performance-Based Compensation that is
actually earned by a Participant regardless of satisfaction of the
performance criteria.






	4.2	 	DURATION OF DEFERRAL ELECTIONS.






	 	(a)	 	Duration. Once irrevocable, a Deferral Election shall only be effective for
the calendar year or Performance Period with respect to which such election was timely
filed with the Committee. Except as provided in Section 4.2(b) hereof, a Deferral
Election, once irrevocable, cannot be cancelled or modified during a calendar year or
Performance Period.
	 
	 	(b)	 	Cancellation






	 	(i)	 	The Committee may, in its sole discretion, cancel a
Participant’s Deferral Election where such cancellation occurs by the later of
the end of the Participant’s taxable year or the 15th day of the third month
following the date the Participant incurs a “disability.” For purposes of this
Section 4.2(b)(i), a disability refers to any medically determinable physical
or mental impairment resulting in the Participant’s inability to perform the
duties of his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a
continuous period of not less than six months.
	 
	 	(ii)	 	The Committee may, in its sole discretion, cancel a
Participant’s Deferral Election due to an Unforeseeable Emergency or a hardship
distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3).
	 
	 	(iii)	 	If a Participant’s Deferral Election is cancelled with respect
to a particular calendar year or Performance Period in accordance with this
Section 4.2(b), he may make a new Deferral Election for a subsequent calendar
year or Performance Period, as the case may be, only in accordance with Section
4.1 hereof.






	4.3	 	CHOICE OF CONTRIBUTION RATES






	 	(a)	 	Unless the Committee otherwise specifies, an Eligible Employee may choose to
make Base Deferrals for the specified calendar year at a rate not to exceed fifty
percent (50%) of Base Compensation and Incentive Deferrals for the specified
Performance Period at a rate not to exceed one hundred percent (100%) of Incentive
Compensation; provided, however, that the Participant shall not be
permitted to defer less than 1% of each of his Base Compensation or Incentive
Compensation during any one calendar year or Performance Period, as the case may be,
and any such attempted deferral shall not be effective.




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	 	(b)	 	Deferral Contributions shall be deducted by the Company from the pay of an
Eligible Employee, and an equivalent amount shall be credited to his/her Deferral
Contributions Subaccount as soon as administratively practicable following the date
that such amounts would have been paid to the Eligible Employee if he/she had not made
a Deferral Election.





ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS





	5.1	 	ELIGIBILITY. An Eligible Employee that participates in the Basic Plan will have Company
Matching Contributions credited to his/her Company Matching Contributions Subaccount for each
month that he/she makes Base Deferrals. Notwithstanding the foregoing, if a Participant is
ineligible for any reason to receive Employer Contribution credits under the Basic Plan for a
given period, no credits shall be made to his/her Company Matching Contributions Subaccount
with respect to any Base Deferrals for the corresponding period.
	 
	5.2	 	AMOUNT.






	 	(a)	 	Except as limited by Section 5.2(b), the amount credited to an eligible
Participant’s Company Matching Contributions Subaccount shall equal fifty percent (50%)
of his/her Base Deferrals.
	 
	 	(b)	 	The maximum amount credited to an eligible Participant’s Company Matching
Contributions Subaccount for a given period shall not exceed three percent (3%) of the
Participant’s Base Compensation for that period, reduced by the amount of his/her
Employer Contribution credits under the Basic Plan for said period.
	 
	 	(c)	 	Company Matching Contributions shall be credited to the Participant’s Company
Matching Contributions Subaccount on the date specified by the Committee.
	 
	 	(d)	 	Notwithstanding anything contained in this Article 5 to the contrary, the total
Company Matching Contributions credited to a Participant’s Company Matching
Contributions Subaccount for any calendar year may never exceed 100% of the Employer
Contributions that would have been provided to the Participant for that calendar year
under the Basic Plan absent any plan-based restrictions that reflect limits on
qualified plan contributions under the Code.





ARTICLE 6. VESTING





	6.1	 	GENERAL. A Participant shall always be one hundred percent (100%) vested in that portion of
his/her Account consisting of the Deferral Contributions Subaccount and the Company Matching
Contributions Subaccount.





ARTICLE 7. ACCOUNTS





	7.1	 	ACCOUNTS.




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	 	(a)	 	The Company will maintain on its books, as necessary, a Deferral Contributions
Subaccount and a Company Matching Contributions Subaccount for each Participant to
which shall be credited, as appropriate, Deferral Contributions under Article 4,
Company Matching Contributions under Article 5, and deemed investment earnings and/or
losses as provided in Section 7.2. Amounts due to Base Deferrals and Incentive
Deferrals in the Deferral Contributions Subaccount shall be accounted for separately.
There also shall be separate accounting, if and to the extent necessary, to track
differing Payment Elections by a Participant with respect to the commencement date or
method of payment of different annual deferral/credit elections.
	 
	 	(b)	 	All Accounts shall be bookkeeping accounts only, and all amounts credited
thereto shall, prior to being paid, in all events remain subject to the claims of the
Company’s general creditors.






	7.2	 	ADJUSTMENTS. As of each Valuation Date, each Account will be adjusted, with either an
increase or a decrease, to reflect the deemed investment experience of the Account since the
preceding Valuation Date. For this purpose, the Account will be adjusted to reflect the
investment return under the Participant’s investment elections pursuant to Article 8.
	 
	7.3	 	ACCOUNTING FOR PAYMENTS. As of the date of any payment hereunder, the payment to a
Participant or his/her Beneficiary shall be charged to such Participant’s Account.





ARTICLE 8. INVESTMENT FUNDS





	8.1	 	GENERAL. The amount that is ultimately payable to the Participant with respect to such
Account shall be determined as if such Account had been invested in some or all of the
Investment Funds. The Committee, in its sole discretion, shall adopt (and modify from time to
time) such rules and procedures as it deems necessary or appropriate to implement the deemed
investment of Participant Accounts. In the event no election has been made by a Participant,
such Account will be deemed to be invested in an Investment Fund designated by the Committee
which has the characteristics of a money market or other fixed income fund selected by the
Committee. Participants shall be able to reallocate their Accounts between the Investment
Funds and reallocate amounts newly credited to their Accounts at such time and in such manner
as the Committee shall prescribe. By electing to defer any amount under the Plan (or by
receiving or accepting any benefit under the Plan), each Participant acknowledges and agrees
that the Affiliated Group is not and shall not be required to make any investment in
connection with the Plan, nor is it required to follow the Participant’s investment directions
in any actual investment it may make or acquire in connection with the Plan or in determining
the amount of any actual or contingent liability or obligation of the Company or any other
member of the Affiliated Group thereunder or relating thereto.





ARTICLE 9. PAYMENT ELECTIONS




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	9.1	 	PAYMENT ELECTION. A Participant shall file a Payment Election with respect to each Deferral
Election in accordance with the following rules:






	 	(a)	 	Timing; Irrevocability. Payment Elections with respect to Base Deferrals and
Incentive Deferrals shall be filed with the Committee by, and shall become irrevocable
as of, the applicable filing deadline of the related Deferral Election as specified in
Section 4.1. Different Payment Elections may be made for Base Deferrals and for
Incentive Deferrals in subsequent calendar years or Performance Periods, as the case
may be, but previously filed Payment Elections cannot be changed for prior years or
periods. Different Payment Elections also may be made for Base Deferrals and Incentive
Deferrals, and the Payment Election for Base Deferrals for a given calendar year also
shall be applicable to the related Company Matching Contributions for that calendar
year.
	 
	 	(b)	 	Payment Date for Incentive Deferrals. Each Payment Election with respect to a
Incentive Deferral shall contain the Participant’s election regarding the time that
such Incentive Deferral shall commence to be paid. The Participant may choose to
receive a Incentive Deferral upon a Separation from Service or a calendar year
specified by the Participant that begins at least three years after the close of the
Performance Period to which the Payment Election applies. Any amounts from separate
Incentive Deferral elections for which the Participant has chosen benefits to commence
at Separation from Service or at the same specified calendar year shall be commingled
for bookkeeping purposes unless they are to have different methods of payment. This
Section 9.1(b) only is applicable to Incentive Deferrals; payment of amounts
attributable to Base Deferrals and Company Matching Contributions are only made
following Separation from Service as provided in Section 10.2(a).
	 
	 	(c)	 	Form of Payment. Each Payment Election shall also contain the Participant’s
elections regarding the form of payment of any Base Deferrals for a calendar year
(including the related Company Matching Contributions for such year) and any Incentive
Deferrals for a Performance Period. The Participant may choose to receive payment in a
single lump sum, or in monthly installments, over a period of five (5), ten (10) or
fifteen (15) years. Notwithstanding the foregoing, if a Participant shall have failed
to designate properly the form of payment of the Participant’s benefit under the Plan,
such payment will be in a lump sum. In the event that an Account (or portion thereof)
is paid in installments (i) the first installment shall commence on the date specified
in Section 10.2, and each subsequent installment shall be paid on the monthly
commencement anniversary date until the Account has been fully paid; (ii) the amount of
each installment shall equal the quotient obtained by dividing the applicable portion
of the Account balance to be paid in installments as of the end of the day preceding
the date of such installment payment by the number of installment payments remaining to
be paid at the time of the calculation; and (iii) the amount of such portion of the





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	 	 	 	Account remaining unpaid shall continue to be credited with gains, losses and
earnings as provided in Article 7 hereof.






	9.2	 	SMALL BALANCES. Any other provision of the Plan to the contrary notwithstanding, if at the
time of a Participant’s Separation from Service the value of his or her Account is not in
excess of $25,000, an amount equal to the Account balance shall be paid in a cash lump sum
within 30 days after the first business day of the seventh month following the Participant’s
Separation from Service (or if earlier, upon the Participant’s death).





ARTICLE 10. PAYMENT OF BENEFITS





	10.1	 	CASH PAYMENTS. All payments under the Plan shall be made in cash.
	 
	10.2	 	PAYMENT DATE






	 	(a)	 	In General. Except as otherwise provided in Section 10.2(b), a Participant’s
Account shall commence to be paid, in the form of payment selected by the Participant
in accordance with Section 9.1(c), following his Separation from Service on the date
set forth in Section 10.2(c).
	 
	 	(b)	 	Incentive Deferrals. In the case of a Incentive Deferral that the Participant
has elected in accordance with Section 9.1(b) to receive in a specified calendar year,
such Incentive Deferral, as adjusted for gains and losses, shall commence to be paid,
in the form of payment selected by the Participant in accordance with Section 9.1(c),
in January of the calendar year specified by the Participant with respect to such
amount; provided, however, that if a Participant’s Separation from
Service occurs prior to such commencement date, then such amount shall commence to be
paid at the same time as the Participant’s Base Deferrals under Section 10.2(a), in the
form of payment selected by the Participant under Section 9.1(c). Any Incentive
Deferrals that have commenced to be paid prior to a Separation from Service shall
continue to be paid in accordance with the form of payment selected by the Participant
under Section 9.1(c).
	 
	 	(c)	 	Mandatory Six Month Delay. Except as otherwise provided in Sections 10.6(a),
(b) and (c), and to the extent required in order to comply with Section 409A of the
Code, all payments under this Agreement that are made as a result of a Separation from
Service shall commence to be paid within 30 days after the first business day of the
seventh month following the Participant’s Separation from Service (or if earlier, after
the Participant’s death).






	10.3	 	CHANGE IN CONTROL. Notwithstanding any other provision of this Plan or any Payment Election
made by a Participant to the contrary, if a Change in Control occurs and a Participant incurs
a Separation from Service during the period beginning on the date of the Change in Control and
ending on the second anniversary of the Change in Control, then the remaining amount of the
Participant’s vested Account shall be paid to the Participant or his Beneficiary in a single
lump sum within 30 days after the first




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	 	 	business day of the seventh month following the Participant’s Separation from Service (or if
earlier, after upon the Participant’s death).
	 
	10.4	 	WITHDRAWAL DUE TO UNFORESEEABLE EMERGENCY. A Participant shall have the right to request, on
a form provided by the Committee, an accelerated payment of all or a portion of his Account in
a lump sum if he experiences an Unforeseeable Emergency. The Committee shall have the sole
discretion to determine, in accordance with the standards under Section 409A of the Code,
whether to grant such a request and the amount to be paid pursuant to such request. Payment
shall be made within thirty (30) days following the determination by the Committee that a
withdrawal will be permitted under this Section 10.4, or such later date as may be required
under Section 10.2(c) hereof.
	 
	10.5	 	DELAY OF PAYMENTS UNDER CERTAIN CIRCUMSTANCES. To the extent permitted under Section 409A of
the Code, the Committee may, in its sole discretion, delay payment under any of the following
circumstances, provided that the Committee treats all payments to similarly situated
Participants on a reasonably consistent basis:






	 	(a)	 	Payments subject to Section 162(m). A payment may be delayed to the extent
that the Committee reasonably anticipates that if the payment were made as scheduled,
the Company’s deduction with respect to such payment would not be permitted due to the
application of Section 162(m) of the Code. If a payment is delayed pursuant to this
Section 10.5(a), then the payment must be made either (i) during the Company’s first
taxable year in which the Committee reasonably anticipates, or should reasonably
anticipate, that if the payment is made during such year, the deduction of such payment
will not be barred by application of Section 162(m) of the Code, or (ii) during the
period beginning with the first business day of the seventh month following the
Participant’s Separation from Service (the “six month anniversary”) and ending on the
later of (x) the last day of the taxable year of the Company in which the six month
anniversary occurs or (y) the 15th day of the third month following the six month
anniversary. Where any scheduled payment to a specific Participant in a Company’s
taxable year is delayed in accordance with this paragraph, all scheduled payments to
that Participant that could be delayed in accordance with this paragraph must also be
delayed. The Committee may not provide the Participant an election with respect to the
timing of the payment under this Section 10.5(a). For purposes of this Section
10.5(a), the term Company includes any entity which would be considered to be a single
employer with the Company under Section 414(b) or Section 414(c) of the Code.
	 
	 	(b)	 	Federal Securities Laws or Other Applicable Law. A Payment may be delayed
where the Committee reasonably anticipates that the making of the payment will violate
federal securities laws or other applicable law; provided that the delayed payment is
made at the earliest date at which the Committee reasonably anticipates that the making
of the payment will not cause such violation. For purposes of the preceding sentence,
the making of a payment that would cause




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	 	 	 	inclusion in gross income or the application of any penalty provision or other
provision of the Code is not treated as a violation of applicable law.
	 
	 	(c)	 	Other Events and Conditions. A payment may be delayed upon such other events
and conditions as the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.






	10.6	 	DISCRETIONARY ACCELERATION OF PAYMENTS. To the extent permitted by Section 409A of the Code,
the Committee may, in its sole discretion, accelerate the time or schedule of a payment under
the Plan as provided in this Section. The provisions of this Section are intended to comply
with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j) and
shall be interpreted and administered accordingly.






	 	(a)	 	Domestic Relations Orders. The Committee may, in its sole discretion,
accelerate the time or schedule of a payment under the Plan to an individual other than
the Participant as may be necessary to fulfill a domestic relations order (as defined
in Section 414(p)(1)(B) of the Code).
	 
	 	(b)	 	Conflicts of Interest. The Committee may, in its sole discretion, provide for
the acceleration of the time or schedule of a payment under the Plan to the extent
necessary for any Federal officer or employee in the executive branch to comply with an
ethics agreement with the Federal government. Additionally, the Committee may, in its
sole discretion, provide for the acceleration of the time or schedule of a payment
under the Plan the to the extent reasonably necessary to avoid the violation of an
applicable Federal, state, local, or foreign ethics law or conflicts of interest law
(including where such payment is reasonably necessary to permit the Participant to
participate in activities in the normal course of his or her position in which the
Participant would otherwise not be able to participate under an applicable rule).
	 
	 	(c)	 	Employment Taxes. The Committee may, in its sole discretion, provide for the
acceleration of the time or schedule of a payment under the Plan to pay the Federal
Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and
3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under
Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where applicable, on
compensation deferred under the Plan (the FICA or RRTA amount). Additionally, the
Committee may, in its sole discretion, provide for the acceleration of the time or
schedule of a payment, to pay the income tax at source on wages imposed under Section
3401 of the Code or the corresponding withholding provisions of applicable state,
local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and
to pay the additional income tax at source on wages attributable to the pyramiding
Section 3401 of the Code wages and taxes. However, the total payment under this
acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and
the income tax withholding related to such FICA or RRTA amount.




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	 	(d)	 	Limited Cash-Outs. Subject to Section 10.2(c) hereof, the Committee may, in
its sole discretion, require a mandatory lump sum payment of amounts deferred under the
Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the
Code, provided that the payment results in the termination and liquidation of the
entirety of the Participant’s interest under the Plan, including all agreements,
methods, programs, or other arrangements with respect to which deferrals of
compensation are treated as having been deferred under a single nonqualified deferred
compensation plan under Section 409A of the Code.
	 
	 	(e)	 	Payment Upon Income Inclusion Under Section 409A. Subject to Section 10.2(c)
hereof, the Committee may, in its sole discretion, provide for the acceleration of the
time or schedule of a payment under the Plan at any time the Plan fails to meet the
requirements of Section 409A of the Code. The payment may not exceed the amount
required to be included in income as a result of the failure to comply with the
requirements of Section 409A of the Code.
	 
	 	(f)	 	Certain Payments to Avoid a Nonallocation Year under Section 409(p). Subject to
Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the
acceleration of the time or schedule of a payment under the Plan to prevent the
occurrence of a nonallocation year (within the meaning of Section 409(p)(3) of the
Code) in the plan year of an employee stock ownership plan next following the plan year
in which such payment is made, provided that the amount paid may not exceed 125 percent
of the minimum amount of payment necessary to avoid the occurrence of a nonallocation
year.
	 
	 	(g)	 	Payment of state, local, or foreign taxes. Subject to Section 10.2(c) hereof,
the Committee may, in its sole discretion, provide for the acceleration of the time or
schedule of a payment under the Plan to reflect payment of state, local, or foreign tax
obligations arising from participation in the Plan that apply to an amount deferred
under the Plan before the amount is paid or made available to the participant (the
state, local, or foreign tax amount). Such payment may not exceed the amount of such
taxes due as a result of participation in the Plan. The payment may be made in the
form of withholding pursuant to provisions of applicable state, local, or foreign law
or by payment directly to the participant. Additionally, the Committee may, in its
sole discretion, provide for the acceleration of the time or schedule of a payment
under the Plan to pay the income tax at source on wages imposed under Section 3401 of
the Code as a result of such payment and to pay the additional income tax at source on
wages imposed under Section 3401 of the Code attributable to such additional wages and
taxes. However, the total payment under this acceleration provision must not exceed the
aggregate of the state, local, and foreign tax amount, and the income tax withholding
related to such state, local, and foreign tax amount.
	 
	 	(h)	 	Certain Offsets. Subject to Section 10.2(c) hereof, the Committee may, in its
sole discretion, provide for the acceleration of the time or schedule of a payment
under the Plan as satisfaction of a debt of the Participant to the Company (or any




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	 	 	 	entity which would be considered to be a single employer with the Company under
Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the
ordinary course of the service relationship between the Company (or any entity which
would be considered to be a single employer with the Company under Section 414(b) or
Section 414(c) of the Code) and the Participant, the entire amount of reduction in
any of the taxable years of the Company (or any entity which would be considered to
be a single employer with the Company under Section 414(b) or Section 414(c) of the
Code) does not exceed $5,000, and the reduction is made at the same time and in the
same amount as the debt otherwise would have been due and collected from the
Participant.
	 
	 	(i)	 	Bona fide disputes as to a right to a payment. Subject to Section 10.2(c)
hereof, the Committee may, in its sole discretion, provide for the acceleration of the
time or schedule of a payment under the Plan where such payments occur as part of a
settlement between the Participant and the Company (or any entity which would be
considered to be a single employer with the Company under Section 414(b) or Section
414(c) of the Code) of an arm’s length, bona fide dispute as to the Participant’s right
to the deferred amount.
	 
	 	(j)	 	Plan Terminations and Liquidations. Subject to Section 10.2(c) hereof, the
Committee may, in its sole discretion, provide for the acceleration of the time or
schedule of a payment under the Plan as provided in Section 13.2 hereof.




Except as otherwise specifically provided in this Plan, including but not limited to Section
4.2(b), Section 9.2, this Section 10.6 and Section 13.2 hereof, the Committee may not accelerate
the time or schedule of any payment or amount scheduled to be paid under the Plan within the
meaning of Section 409A of the Code.





	10.7	 	ACTUAL DATE OF PAYMENT. To the extent permitted by Section 409A of the Code, the Committee
may delay payment in the event that it is not administratively possible to make payment on the
date (or within the periods) specified in this Article 10, or the making of the payment would
jeopardize the ability of the Company (or any entity which would be considered to be a single
employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a
going concern. Notwithstanding the foregoing, payment must be made no later than the latest
possible date permitted under Section 409A of the Code.





ARTICLE 11. BENEFICIARIES; PARTICIPANT DATA





	11.1	 	DESIGNATION OF BENEFICIARIES.






	 	(a)	 	Each Participant from time to time may designate any person or persons (who may
be named contingently or successively) to receive such benefits as may be payable under
the Plan upon or after the Participant’s death, and such designation may be changed
from time to time by the Participant by filing a new designation. However, if the
Participant is legally married at the time of his/her death, any




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	 	 	 	designation of a Beneficiary other than the person who is his or her legal spouse at
the time of his or her death shall be void, and such legal spouse will be the sole
Beneficiary, unless such legal spouse has consented to the designation of such other
person as Beneficiary in a written and signed statement. Each designation will
revoke all prior designations by the same Participant, shall be in a form prescribed
by the Committee, and will be effective only when filed in writing with the
Committee or its designee during the Participant’s lifetime.
	 
	 	(b)	 	In the absence of a valid Beneficiary designation, or if, at the time any
benefit payment is due to a Beneficiary, there is no living Beneficiary validly named
by the Participant, then any such benefit payment shall be made to the Participant’s
spouse, if then living, but otherwise to the person or persons designated as
Beneficiary under the Basic Plan, or, if such person(s) is not then living, to the
Participant’s then living descendants, if any, per stirpes, but, if none, to the
Participant’s estate. In determining the existence or identity of anyone entitled to a
benefit payment, the Committee may rely conclusively upon information supplied by the
Participant’s personal representative, executor, or administrator. If a question
arises as to the existence or identity of anyone entitled to receive a benefit payment
as aforesaid, or if a dispute arises with respect to any such payment, then,
notwithstanding the foregoing, the Committee, in its sole discretion, may cause such
payment to be made to the Participant’s estate without liability for any tax or other
consequences that might flow therefrom or may take such other action as the Committee
deems to be appropriate.






	11.2	 	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
PARTICIPANTS OR BENEFICIARIES. Any communication, statement, or notice addressed to a
Participant or to a Beneficiary at his or her last post office address as shown on the
Company’s or Committee’s records shall be binding on the Participant or Beneficiary for all
purposes of the Plan. The Company or Committee shall not be obliged to search for any
Participant or Beneficiary beyond the sending of a registered letter to such last known
address. If a benefit payable to an unlocated Participant or Beneficiary is subject to
escheat pursuant to applicable state law, the Company shall not be liable to any person for
any payment made in accordance with such law.





ARTICLE 12. ADMINISTRATION





	12.1	 	COMMITTEE. The Company, through the Committee, shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof. In general, the
Committee shall have the full power, discretion and authority to carry out the provisions of
the Plan; in particular, the Committee shall have full discretion to (a) interpret all
provisions of the Plan, (b) resolve all questions relating to eligibility for participation in
the Plan and the amount in the Account of any Participant and all questions pertaining to
claims for benefits and procedures for claim review, (c) resolve all other questions arising
under the Plan, including any factual questions and questions of construction, (d) determine
all claims for benefits, and (e) take such further action as the




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	 	 	Company shall deem advisable in the
administration of the Plan. The actions
taken and the decisions made by the
Committee hereunder shall be final,
conclusive, and binding on all persons,
including the Company, its shareholders,
the other members of the Affiliated Group,
employees, Participants, and their estates
and Beneficiaries. Decisions by the
Committee shall be made by majority vote
of all members of the Committee. No member
of the Committee shall be liable for any
act done or determination made in good
faith. No member of the Committee who is
a Participant in this Plan may vote on
matters affecting his/her personal benefit
under this Plan, but any such member shall
otherwise be fully entitled to act in
matters arising out of or affecting this
Plan notwithstanding his/her participation
herein.
	 
	12.2	 	CLAIMS PROCEDURE.






	 	(a)	 	Notice of Claim. Any Participant or Beneficiary, or the duly authorized
representative of a Participant or Beneficiary, may file with the Committee a claim for
a Plan benefit. Such a claim must be in writing on a form provided by the Committee
and must be delivered to the Committee, in person or by mail, postage prepaid. Within
ninety (90) days (or forty-five (45) days if the claim relates to disability) after the
receipt of such a claim, the Committee or its designee shall send to the claimant, by
mail, postage prepaid, a notice of the granting or the denying, in whole or in part, of
such claim, unless special circumstances require an extension of time for processing
the claim. In no event may the extension exceed ninety (90) days (or thirty (30) days
if the claim relates to disability) from the end of the initial period. If such an
extension is necessary, the claimant will be given a written notice to this effect
prior to the expiration of the initial period. The Committee or its designee shall
have full discretion to deny or grant a claim in whole or in part in accordance with
the terms of the Plan.
	 
	 	(b)	 	Action on Claim. The Committee or its designee shall provide to every claimant
who is denied a claim for benefits a written notice setting forth, in a manner
calculated to be understood by the claimant:






	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	A specific reference to the pertinent Plan provisions on which
the denial is based;
	 
	 	(iii)	 	A description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary;
	 
	 	(iv)	 	An explanation of the Plan’s claim review procedure and a
statement of the Participant’s right to file suit in federal court following a
denial upon review; and




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	 	(v)	 	In the case of a claim involving disability, any additional
information required by federal regulations.






	 	(c)	 	Review of Denial. Within sixty (60) days (or one hundred eighty (180) days if
the claim relates to disability) after the receipt by a claimant of written
notification of the denial (in whole or in part) of a claim, the claimant or the
claimant’s duly authorized representative, upon written application to the Committee,
delivered in person or by certified mail, postage prepaid, may review pertinent
documents and may submit to the Committee, in writing, issues, documents and comments
concerning the claim. Upon the Committee’s receipt of a notice of a request for
review, the Committee shall review all submitted information, regardless of whether
such information was considered as part of the original decision, and shall communicate
the decision on review in writing to the claimant. The decision on review shall be
written in a manner calculated to be understood by the claimant and shall include the
information described in Section 9(b). The decision on review shall be made no later
than sixty (60) days (or forty-five (45) days if the claim relates to disability) after
the Committee’s receipt of a request for a review, unless special circumstances require
an extension of time for processing, in which case a decision shall be rendered not
later than one hundred twenty (120) days (or ninety (90) days if the claim relates to
disability) after receipt of the request for review. If an extension is necessary, the
claimant shall be given written notice of the extension by the Committee prior to the
expiration of the initial period. Actions under this Section 12.2(c) shall be taken by
the full Committee (excluding any members of the Committee who participated in any
decision on the initial claim pursuant to Section 12.2(a)).






	12.3	 	COMPLIANCE WITH SECTION 409A. It is intended that the Plan comply with the provisions of
Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts
deferred hereunder in a taxable year that is prior to the taxable year or years in which such
amounts would otherwise actually be paid or made available to Participants or Beneficiaries.
This Plan shall be construed, administered, and governed in a manner that effects such intent,
and the Committee shall not take any action that would be inconsistent with such intent.
Although the Committee shall use its best efforts to avoid the imposition of taxation,
interest and penalties under Section 409A of the Code, the tax treatment of deferrals under
this Plan is not warranted or guaranteed. Neither the Company, the other members of the
Affiliated Group or the Controlled Group, the Board, nor the Committee (nor its designee)
shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any
Participant, Beneficiary or other taxpayer as a result of the Plan. Any reference in this
Plan to Section 409A of the Code will also include any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S.
Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase
“permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean
that the event or circumstance shall only be permitted to the extent it would not cause an
amount deferred or payable under the Plan to be includible in the gross income of a
Participant or Beneficiary under Section 409A(a)(1) of the Code.




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ARTICLE 13. AMENDMENT OR TERMINATION OF PLAN.





	13.1	 	IN GENERAL. The Company reserves the right to amend, terminate or freeze the Plan, in whole
or in part, at any time by action of the Board. Moreover, the Committee may amend the Plan at
any time in its sole discretion to ensure that the Plan complies with the requirements of
Section 409A of the Code or other applicable law or to implement the provisions of Article 1.
In no event shall any such action by the Board or Committee reduce the amounts that have been
credited to the Account of any Participant prior to the date such action is taken without the
consent of the Participant, unless the Board or the Committee, as the case may be, determines
in good faith that such action is necessary to ensure compliance with Section 409A of the
Code. To the extent permitted by Section 409A of the Code, the Committee may, in its sole
discretion, modify the rules applicable to Deferral Elections, Payment Elections and
Subsequent Payment Elections to the extent necessary to satisfy the requirements of the
Uniformed Service Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C.
4301-4334.
	 
	13.2	 	PAYMENTS UPON TERMINATION. In the event that the Plan is terminated, the amounts allocated
to a Participant’s Account shall be paid to the Participant or his Beneficiary on the dates on
which the Participant or his Beneficiary would otherwise receive benefits hereunder without
regard to the termination of the Plan. Notwithstanding the preceding sentence, and to the
extent permitted under Section 409A of the Code, the Company, by action taken by its Board,
may terminate the Plan and accelerate the payment of the vested Account balances subject to
the following conditions (and subject to the additional payment restrictions of Section
10.2(c) hereof):






	 	(a)	 	Company’s Discretion. The termination does not occur “proximate to a downturn
in the financial health” of the Company (within the meaning of Treasury Regulation
Section 1.409A-3(j)(4)(ix)), and all other arrangements required to be aggregated with
the Plan under Section 409A of the Code are also terminated and liquidated. In such
event, the entire vested Account balance shall be paid at the time and pursuant to the
schedule specified by the Committee, so long as all payments are required to be made no
earlier than twelve (12) months, and no later than twenty-four (24) months, after the
date the Board irrevocably approves the termination of the Plan. Notwithstanding the
foregoing, any payment that would otherwise be paid pursuant to the terms of the Plan
prior to the twelve (12) month anniversary of the date that the Board irrevocably
approves the termination of the Plan shall continue to be paid in accordance with the
terms of the Plan. If the Plan is terminated pursuant to this Section 13.2(a), the
Company shall be prohibited from adopting a new plan or arrangement that would be
aggregated with this Plan under Section 409A of the Code within three (3) years
following the date that the Board irrevocably approves the termination and liquidation
of the Plan.
	 
	 	(b)	 	Change in Control. The termination occurs pursuant to an irrevocable action of
the Board that is taken within the thirty (30) days preceding or the twelve (12) months
following a Change in Control, and all other plans sponsored by the





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Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan









	 	 	 	Company (determined immediately after the Change in Control) that are required to be
aggregated with this Plan under Section 409A of the Code are also terminated with
respect to each participant therein who experienced the Change in Control (“Change
in Control Participant”). In such event, the vested Account balance of each
Participant under the Plan and each Change in Control Participant under all
aggregated plans shall be paid at the time and pursuant to the schedule specified by
the Committee, so long as all payments are required to be made no later than twelve
(12) months after the date that the Board irrevocably approves the termination.
	 
	 	(c)	 	Dissolution; Bankruptcy Court Order. The termination occurs within twelve (12)
months after a corporate dissolution taxed under Section 331 of the Code, or with the
approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event,
the vested Account balance of each Participant shall be paid at the time and pursuant
to the schedule specified by the Committee, so long as all payments are required to be
made by the latest of: (A) the end of the calendar year in which the Plan termination
occurs, (B) the first calendar year in which the amount is no longer subject to a
substantial risk of forfeiture, or (C) the first calendar year in which payment is
administratively practicable.
	 
	 	(d)	 	Transition Relief. The termination occurs during calendar year 2008 pursuant
to the terms and conditions of the transition relief set forth in Notice 2007-86 and
the applicable proposed and final Treasury Regulations issued under Section 409A of the
Code. In such event, the vested Account balance of each Participant shall be paid at
the time and pursuant to the schedule specified by the Committee, subject to the
following rules: (i) any payment that would otherwise be paid during 2008 pursuant to
the terms of the Plan shall be paid in accordance with such terms, and (ii) any payment
that would otherwise be paid after 2009 pursuant to the terms of the Plan shall not be
accelerated into 2008.
	 
	 	(e)	 	Other Events. The termination occurs upon such other events and conditions as
the Internal Revenue Service may prescribe in generally applicable guidance published
in the Internal Revenue Bulletin.






	 	 	The provisions of paragraphs (a), (b), (c) and (d) of this Section 13.2 are intended to
comply with the exception to accelerated payments under Treasury Regulation Section
1.409A-3(j)(4)(ix) and shall be interpreted and administered accordingly. The term
“Company” as used in paragraphs (a) and (b) of this Section 13.2 shall include the Company
and any entity which would be considered to be a single employer with the Company under Code
Sections 414(b) or Section 414(c).





ARTICLE 14. MISCELLANEOUS PROVISIONS





	14.1	 	LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:




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Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan










	 	(a)	 	Limit in any way the right of the Company to terminate an Eligible Employee’s
employment at any time; or
	 
	 	(b)	 	Be evidence of any agreement or understanding, express or implied, that the
Company will employ an Eligible Employee in any particular position or at any
particular rate of remuneration.






	14.2	 	INTEREST OF PARTICIPANTS. The obligation of the Company and any other participating member
of the Affiliated Group under the Plan to make payment of amounts reflected in an Account
merely constitutes the unsecured promise of the Company (or, if applicable, the participating
members of the Affiliated Group) to make payments from their general assets and no Participant
or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the
Affiliated Group. Nothing in the Plan shall be construed as guaranteeing future employment to
Eligible Employees. It is the intention of the Affiliated Group that the Plan be unfunded for
tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold
funds to be used in payment of its and the Affiliated Group’s obligations under the Plan, and
may fund such trust; provided, however, that any funds contained therein shall remain liable
for the claims of the general creditors of the Company and the other participating members of
the Affiliated Group.
	 
	14.3	 	NONALIENATION OF BENEFITS. Except as permitted by the Plan, no right or interest under the
Plan of any Participant or Beneficiary shall, without the written consent of the Company, be
(i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale,
pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner
liable for or subject to the debts or liabilities of the Participant or Beneficiary.
Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject
to Section 10.6(a) hereof, the Committee shall honor a judgment, order or decree from a state
domestic relations court which requires the payment of part or all of a Participant’s or
Beneficiary’s interest under this Plan to an “alternate payee” as defined in Section 414(p) of
the Code.
	 
	14.4	 	CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as giving
any other person, firm or corporation any legal or equitable right as against the Affiliated
Group or the officers, employees or directors of the Affiliated Group, except any such rights
as are specifically provided for in the Plan or are hereafter created in accordance with the
terms and provisions of the Plan.
	 
	14.5	 	ERISA AND GOVERNING LAW. The Plan is an unfunded deferred compensation plan for a select
group of management or highly compensated employees, as defined in Section 201(2) and
401(a)(1) of ERISA. As such, the Plan is expressly excluded from all, or substantially all,
of the provisions of ERISA, including but not limited to Parts 2 and 3 of Title I thereof.
None of the statutory rights and protections conferred on participants by ERISA are conferred
under the terms of this Plan, except as expressly noted or required by operation of law. To
the extent not superseded by federal law, the laws of the State of Ohio shall control in any
and all matters relating to the Plan.




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Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan










	14.6	 	SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining provisions hereof; instead, each
provision shall be fully severable and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been included herein.
	 
	14.7	 	SUCCESSORS. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of
the business and/or assets of the Company expressly to assume this Plan. This Plan shall be
binding upon and inure to the benefit of the Company and any successor of or to the Company,
including without limitation any persons acquiring directly or indirectly all or substantially
all of the business and/or assets of the Company whether by sale, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for
the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each
Participant.
	 
	14.8	 	ELECTRONIC OR OTHER MEDIA. Notwithstanding any other provision of the Plan to the contrary,
including any provision that requires the use of a written instrument, the Committee may
establish procedures for the use of electronic or other media in communications and
transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic
or other media may include, but are not limited to, e-mail, the Internet, intranet systems and
automated telephonic response systems.
	 
	14.9	 	PARTICIPANTS DEEMED TO ACCEPT PLAN. By accepting any benefit under the Plan, each
Participant and each person claiming under or through any such Participant shall be
conclusively deemed to have indicated his acceptance and ratification of, and consent to, all
of the terms and conditions of the Plan and any action taken under the Plan by the Board, the
Committee or the Company or the other members of the Affiliated Group, in any case in
accordance with the terms and conditions of the Plan.




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Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan









APPENDIX A




See Scripps Executive Deferred Compensation Plan Effective July 1, 2004





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Appendix A


 




Scripps Executive Deferred Compensation Plan




Effective July 1, 2004





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1. INTRODUCTION
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3. ELIGIBILITY AND PARTICIPATION
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 6. COMPANY ELECTIVE CONTRIBUTIONS
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7. VESTING
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 8. ACCOUNTS
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 9. INVESTMENT FUNDS
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 10. ENTITLEMENT TO BENEFITS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 11. PAYMENT OF BENEFITS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 12. BENEFICIARIES; PARTICIPANT DATA
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 13. THE TRUST
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 14. ADMINISTRATION
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 15. MISCELLANEOUS PROVISIONS
	 	 	15	 
	 
	 	 	 	 





			
	 	 	 
	 
	 	1






 









 





Scripps Executive Deferred Compensation Plan




ARTICLE 1. INTRODUCTION



Effective as of July 1, 2004, The E.W. Scripps Company has adopted the Scripps Executive Deferred
Compensation and Savings Restoration Plan (the “Plan”) for the benefit of certain key executives of
The E.W. Scripps Company and its related business entities (collectively, the “Company”).



The Plan is intended to provide the Company’s key executives with enhanced ability to plan their
financial futures by expanding their ability to defer compensation. The Plan allows key executives
to defer this compensation to a time that is better suited for their financial needs.



The Plan also is intended to provide the Company’s key executives with the opportunity to
accumulate deferred compensation that cannot be accumulated under the Scripps Retirement &
Investment Plan (the “Basic Plan”) because Basic Contributions under the terms of the Basic Plan
are limited to six percent (6%) of Compensation (or such other percentage of Compensation as the
Basic Plan may from time to time specify).



The Company intends, by adopting the Plan, to recognize the value of the past and present services
of key executives and to encourage and assure their continued service with the Company by making
more adequate provision for their future retirement security.



This Plan replaces the 1997 Deferred Compensation and Phantom Stock Plan for Senior Officers and
Selected Employees (Effective May 22, 1997), as well as the Scripps Executive Savings Restoration
Plan (Effective May 1, 1999). Collectively these plans are referred to as the “Prior Plans.” The
Prior Plans hereby are terminated, rescinded and superseded by this Plan for all participants
therein who are Eligible Employees under this Plan, effective at such time as the deferrals under
the Prior Plans have been credited to Accounts under this Plan as described in Section 8.1(b) of
this Plan.




ARTICLE 2. DEFINITIONS





	2.1	 	“Account” means the balance credited to a Participant’s or Beneficiary’s Plan bookkeeping
account, including contribution credits and deemed income, gains, and losses credited thereto.
A Participant’s or Beneficiary’s Account shall consist of a Deferral Contributions Subaccount,
a Company Matching Contributions Subaccount and/or a Company Elective Contributions
Subaccount. Accounts are further described in Article 8.
	 
	2.2	 	“Base Compensation” means “Compensation” as defined in the Basic Plan, but without regard to
the dollar limits therein prescribed by reason of Code Section 401(a)(17).
	 
	2.3	 	“Base Deferrals” means deferrals from Base Compensation, as described in Section 4.2(a).
	 
	2.4	 	“Basic Plan” means the Scripps Retirement & Investment Plan, which hereby is incorporated by
reference. Except to the extent otherwise indicated herein, and except to the extent otherwise
inappropriate in the context, certain definitions contained in the Basic Plan are applicable
under the Plan.





			
	 	 	 
	ARTICLE 1
	 	2






 









 




Scripps Executive Deferred Compensation Plan





	2.5	 	“Beneficiary” means any person or persons so designated in accordance with the provisions of
Section 12.1.
	 
	2.6	 	“Board” means the Board of Directors of The E. W. Scripps Company or any successor.
	 
	2.7	 	“Bonus Compensation” means bonuses earned during a Plan Year that become payable in the
following Plan Year under the Company’s annual executive bonus plan.
	 
	2.8	 	“Bonus Deferrals” means deferrals from Bonus Compensation, as described in Section 4.2(b).
	 
	2.9	 	“Change in Control” means the occurrence of any of the following with respect to The E.W.
Scripps Company:






	 	(a)	 	Any Person becomes a Beneficial Owner of a majority of the outstanding Common
Voting Shares, $.01 par value, of The E.W. Scripps Company (or shares of capital stock
of The E.W. Scripps Company with comparable or unlimited voting rights), excluding,
however, The Edward W. Scripps Trust (the “Scripps Trust”) and the trustees thereof,
and any Person that is or becomes a party to the Scripps Family Agreement, dated
October 15, 1992, as amended currently and as it may be amended from time to time in
the future (the “Family Agreement”); or
	 
	 	(b)	 	Assets of the The E.W. Scripps Company accounting for 90% or more of its
revenues are disposed of pursuant to a merger, consolidation, sale, or plan of
liquidation and dissolution (unless the Scripps Trust or the parties to the Family
Agreement have Beneficial Ownership of, directly or indirectly, a controlling interest
(defined as owning a majority of the voting power) in the entity surviving such merger
or consolidation or acquiring such assets upon such sale or in connection with such
plan of liquidation and dissolution).






	 	 	In addition to the foregoing, Change in Control also means the occurrence of the following
with respect to a particular Subsidiary of The E.W. Scripps Company or division of such
Subsidiary, but only with respect to Participants employed by that particular Subsidiary or
division:






	 	(c)	 	Any Person, other than The E.W. Scripps Company or an Affiliate, acquires
Beneficial Ownership of securities of a particular Subsidiary having at least fifty
percent (50%) of the voting power of such Subsidiary’s then outstanding securities; or






	 	(d)	 	A Subsidiary sells to any Person, other than The E.W. Scripps Company or an
Affiliate, all or substantially all of the assets of a particular division of such
Subsidiary.






	 	 	For purposes of this Section 2.9, “Person” has the meaning provided in section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as used in sections
13(d) and 14(d) of the Exchange Act, including a “group” within the meaning of section 13(d)
of the Exchange Act; “Beneficial Ownership” and “Beneficial Owner” have the meanings
provided in Rule 13d-3 promulgated under the Exchange Act;





			
	 	 	 
	ARTICLE 2
	 	3











 









 




Scripps Executive Deferred Compensation Plan










	 	 	“Subsidiary” means a corporation or other entity of which outstanding shares or interests
representing fifty percent (50%) or more of the combined voting power of such corporation or
entity are owned directly or indirectly by The E.W. Scripps Company; and “Affiliate” means
any Person controlling or under common control with The E.W. Scripps Company or any Person
of which The E.W. Scripps Company directly or indirectly has Beneficial Ownership of
securities having a majority of the voting power.






	2.10	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.11	 	“Committee” means the Plan Committee, as selected by the Board or its designee, and whose
membership is appointed or removed by the Board or its designee. The Committee is further
described in Article 14.
	 
	2.12	 	“Company” means The E. W. Scripps Company, or any other related business entity that, with
the consent of the Committee, becomes a participating employer in the Plan, including
successors or assigns of the foregoing.
	 
	2.13	 	“Company Elective Contributions” means any contributions deemed made by the Company pursuant
to Article 6.
	 
	2.14	 	“Company Elective Contributions Subaccount” means the portion of an Account credited with
Company Elective Contributions for a given Participant, adjusted for gains and losses.
	 
	2.15	 	“Company Matching Contributions” means the contributions deemed made by the Company pursuant
to Article 5.
	 
	2.16	 	“Company Matching Contributions Subaccount” means the portion of an Account credited with
Company Matching Contributions for a given Participant (including like amounts transferred
pursuant to Section 8.1(b) from the Prior Plans), adjusted for gains and losses.
	 
	2.17	 	“Deferral Contributions” means the combined Base Deferrals and Bonus Deferrals made pursuant
to Article 4.
	 
	2.18	 	“Deferral Contributions Subaccount” means the portion of an Account credited with Deferral
Contributions for a given Participant (including like amounts transferred pursuant to Section
8.1(b) from the Prior Plans), adjusted for gains and losses.
	 
	2.19	 	“Effective Date” means July 1, 2004.
	 
	2.20	 	“Eligible Employee” means, for any Plan Year (or applicable portion thereof), a person
employed by the Company who meets the following requirements: (i) is eligible to participate
in The E.W. Scripps Company Amended and Restated 1997 Long-Term Incentive Plan (excluding
awards issued through the President’s Club or any similar program); (ii) is eligible to
participate in the Basic Plan with respect to such Plan Year; and (iii) has Base Compensation
in excess of the Code Section 401(a)(17) limit with respect to such Plan Year. Eligible
Employee also includes (iv) any person employed by the Company on the Effective Date who then
is eligible to participate in any Prior Plan





			
	 	 	 
	ARTICLE 2
	 	4






 









 




Scripps Executive Deferred Compensation Plan










	 	 	and who actually deferred compensation into a Prior Plan after January 1, 1999; or (v) any
other management or highly compensated employee of the Company approved by the Committee.






	2.21	 	“Entry Date” with respect to an Eligible Employee means the first day of each Plan Year, and
such other date or dates as Committee shall specify. In addition, in the case of an
individual who is newly hired by the Company on or after January 1 and prior to September 1 of
a given Plan Year, his/her initial Entry Date shall be the first day of the month on which
he/she is eligible to participate in the Basic Plan, provided he/she then satisfies all
requirements to be an Eligible Employee, but any individual impacted by this sentence must
make his/her election of any Bonus Deferrals within thirty (30) days of his/her initial date
of hire notwithstanding any contrary provision of the Plan.
	 
	2.22	 	“Investment Fund(s)” means any fund(s) to which the Committee allows Eligible Employees to
nominally allocate their Accounts. Investment Funds are further described in Article 9.
	 
	2.23	 	“Participant” means any person so designated in accordance with the provisions of Article 3,
including, where appropriate according to the context of the Plan, any former Eligible
Employee who is or may become (or whose Beneficiary may become) eligible to receive a benefit
under the Plan.
	 
	2.24	 	“Participant Enrollment and Election Form” means the form on which a Participant elects to
defer Base Compensation and/or Bonus Compensation hereunder and on which the Participant makes
certain other designations as required thereon.
	 
	2.25	 	“Plan” means the Scripps Executive Deferred Compensation and Savings Restoration Plan as set
forth herein and as from time to time in effect.
	 
	2.26	 	“Plan Year” means the twelve (12) month period ending each December 31 during which the Plan
is in effect, except that the first Plan Year shall commence on the Effective Date and end on
December 31, 2004.
	 
	2.27	 	“Prior Plan(s)” means the two deferred compensation plans that are superseded by this Plan,
which are the 1997 Deferred Compensation and Phantom Stock Plan for Senior Officers and
Selected Employees and the Scripps Executive Savings Restoration Plan.
	 
	2.28	 	“Trust” means the trust fund, if any, established pursuant to Article 13 of the Plan.
	 
	2.29	 	“Trustee” means the trustee named in the agreement establishing any Trust, and such successor
and/or additional trustee(s) as may be named pursuant to the terms of the agreement
establishing any Trust.
	 
	2.30	 	“Valuation Date” means such date or dates as the Committee, in its sole discretion,
designates as a Valuation Date, provided that such dates shall occur no less frequently than
quarterly as of the last business day of each calendar quarter.





			
	 	 	 
	ARTICLE 2
	 	5






 









 




Scripps Executive Deferred Compensation Plan





	2.31	 	In addition to the foregoing, certain other terms of more limited usage may be defined in
other Articles of the Plan. All terms defined in the Plan are designated with initial capital
letters.






	2.32	 	Whenever appropriate, words used herein in the singular may be read as the plural and the
plural may be read as the singular. Unless otherwise clear from the context, words used herein
in the masculine shall also be deemed to include the feminine.





ARTICLE 3. ELIGIBILITY AND PARTICIPATION





	3.1	 	REQUIREMENTS.






	 	(a)	 	Every Eligible Employee on the Effective Date shall be eligible to become a
Participant on the Effective Date. Every other person who becomes an Eligible Employee
after the Effective Date shall be eligible to become a Participant on the first Entry
Date occurring on or after the date on which he or she becomes an Eligible Employee. No
individual shall become a Participant, however, if he/she is not an Eligible Employee
on the date his/her participation is to begin.






	 	(b)	 	In order to participate as of a specified Entry Date, an Eligible Employee must
make written application by filing with the Committee, within such time period as the
Committee shall specify, a Participant Enrollment and Election Form on which the
Eligible Employee shall:






	 	(i)	 	Elect to become a Plan Participant;
	 
	 	(ii)	 	Elect a rate of Base Deferrals as provided in Article 4;
	 
	 	(iii)	 	Elect a rate of Bonus Deferrals as provided in Article 4;
	 
	 	(iv)	 	Designate a Beneficiary as provided in Section 12.1;
	 
	 	(v)	 	Specify the method of payment (and, in the case of Bonus
Deferrals, the time of payment), pursuant to Section 11.2, of Plan benefits;
and
	 
	 	(vi)	 	Agree to the terms of the Plan.






	 	(c)	 	An Eligible Employee who chooses not to participate in the Plan when first
eligible to do so shall waive participation by so specifying on the Participant
Enrollment and Election Form.






	 	(d)	 	Within such time period before any subsequent Entry Date as the Committee shall
specify, an Eligible Employee who previously elected to participate may, as of such
subsequent Entry Date, elect to:






	 	(i)	 	Change his/her rate of Base Deferrals or Bonus Deferrals as
provided in Section 4.1 for subsequent Plan Years;





			
	 	 	 
	ARTICLE 3
	 	6






 









 




Scripps Executive Deferred Compensation Plan










	 	(ii)	 	Specify a new method of payment (and, in the case of Bonus
Deferrals, a new time of payment), pursuant to Section 11.2, of Plan benefits
attributable to Base Deferrals or Bonus Deferrals for subsequent Plan Years;
and/or






	 	(e)	 	Change his/her Beneficiary designation as provided in Section 12.1.






	3.2	 	CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the
employ of the Company, but ceases to be an Eligible Employee, he/she shall not be eligible to
make Deferral Contributions hereunder, or have Company Matching Contributions or Company
Elective Contributions made on his/her behalf. However, his/her Account shall continue to be
revalued in accordance with Article 8.





ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS





	4.1	 	IRREVOCABLE ELECTION. A Participant may elect, pursuant to a salary reduction agreement as
hereinafter provided, to reduce the amount of Base Compensation and/or Bonus Compensation that
he/she would otherwise receive as taxable pay for the Plan Year with respect to which the
salary reduction agreement relates and have the Company credit an equivalent amount to such
Participant’s Deferral Contributions Subaccount. Elections to defer Base Compensation and/or
Bonus Compensation with respect to a given Plan Year shall be made only by Eligible Employees
and shall be effectuated by filing with the Committee a Participant Enrollment and Election
Form within such period before the beginning of such Plan Year as the Committee shall specify.
Once the particular Plan Year specified on the election form has begun, the salary reduction
election with respect to such Plan Year shall become irrevocable.
	 
	4.2	 	CHOICE OF CONTRIBUTION RATES.






	 	(a)	 	Unless the Committee otherwise specifies, an Eligible Employee may choose to
make Base Deferrals for the specified Plan Year at a rate not to exceed fifty percent
(50%) of Base Compensation. A Participant may not make Base Deferrals for a given Plan
Year unless he/she also has elected to contribute the maximum amount allowable as a
Basic Contribution to the Basic Plan for that Plan Year.
	 
	 	(b)	 	Unless the Committee otherwise specifies, an Eligible Employee may choose to
make Bonus Deferrals for the specified Plan Year at a rate not to exceed one hundred
percent (100%) of Bonus Compensation.
	 
	 	(c)	 	Except as allowed in Section 4.2(d), an Eligible Employee’s Base Deferral and
Bonus Deferral elections must total at least $5,000 in a Plan Year; otherwise, no
deferrals for that Plan Year may be made.
	 
	 	(d)	 	Notwithstanding Section 4.2(c), an Eligible Employee may elect to make only
Base Deferrals sufficient to receive up to the maximum Company Matching Contributions
for a given Plan Year, as described in Section 5.2(b).





			
	 	 	 
	ARTICLE 4
	 	7






 









 




Scripps Executive Deferred Compensation Plan










	 	(e)	 	Deferral Contributions shall be deducted by the Company from the pay of an
Eligible Employee, and an equivalent amount shall be credited to his/her Deferral
Contributions Subaccount as of the last day of the month with respect to which such
amounts would have been paid to the Eligible Employee if he/she had not made a deferral
election.





ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS





	5.1	 	ELIGIBILITY. An Eligible Employee with at least one Year of Service under the Basic Plan
will have Company Matching Contributions credited to his/her Company Matching Contributions
Subaccount for each month that he/she makes Base Deferrals. Notwithstanding the foregoing, if
a Participant is ineligible for any reason to receive Employer Contribution credits under the
Basic Plan for a given period, no credits shall be made to his/her Company Matching
Contributions Subaccount with respect to any Base Deferrals for the corresponding period.






	5.2	 	AMOUNT.






	 	(a)	 	Except as limited by Section 5.2(b), the amount credited to an eligible
Participant’s Company Matching Contributions Subaccount shall equal fifty percent (50%)
of his/her Base Deferrals.
	 
	 	(b)	 	The maximum amount credited to an eligible Participant’s Company Matching
Contributions Subaccount for a given period shall not exceed three percent (3%) of the
Participant’s Base Compensation for that period, reduced by the amount of his/her
Employer Contribution credits under the Basic Plan for said period.
	 
	 	(c)	 	Company Matching Contributions shall be credited to the Participant’s Company
Matching Contributions Subaccount at the end of the month in which the corresponding
Base Deferrals are credited to the Participant’s Deferral Contributions Subaccount.





ARTICLE 6. COMPANY ELECTIVE CONTRIBUTIONS





	6.1	 	GENERAL. The Company, in its sole discretion, may credit Company
Elective Contributions to the Company Elective
Contributions Subaccount of any Participant at any time(s).
Any and all determinations as to whether Company Elective
Contributions shall be made, the amount of such
contributions, and all other matters relating thereto,
shall be made by the Board or the Committee. Nothing in
this Plan shall require any Company Elective Contributions
ever to be made.





ARTICLE 7. VESTING





	7.1	 	GENERAL. A Participant shall always be one hundred percent (100%) vested in that portion of
his/her Account consisting of the Deferral Contributions Subaccount and the





			
	 	 	 
	ARTICLE 5
	 	8






 









 




Scripps Executive Deferred Compensation Plan










	 	 	Company Matching Contributions
Subaccount. Any portion of the
Account consisting of the Company
Elective Contributions Subaccount
shall vest in accordance with the
terms specified by the Board or
the Committee at the time such
Company Elective Contributions
were deemed made.





ARTICLE 8. ACCOUNTS





	8.1	 	ACCOUNTS.






	 	(a)	 	The Company will maintain on its books, as necessary, a Deferral Contributions
Subaccount, a Company Matching Contributions Subaccount and a Company Elective
Contributions Subaccount for each Participant to which shall be credited, as
appropriate, Deferral Contributions under Article 4, Company Matching Contributions
under Article 5, Company Elective Contributions under Article 6, and deemed investment
earnings and/or losses as provided in Section 8.2. Amounts due to Base Deferrals and
Bonus Deferrals in the Deferral Contributions Subaccount shall be accounted for
separately. There also shall be separate accounting, if and to the extent necessary, to
track differing elections by a Participant with respect to the commencement date or
method of payment of different annual deferral/credit elections.
	 
	 	(b)	 	Amounts deemed to be transferred to this Plan from the Prior Plans shall be
credited to a Participant’s Deferral Contributions Subaccount, if attributable to
employee elected deferrals under the Prior Plans, or Company Matching Contributions
Subaccount, if attributable to contributions deemed made by the Company under the Prior
Plans. The election(s) in effect under the Prior Plans at the time such amounts are
deemed to be transferred to this Plan shall remain in effect and control the
commencement date and method of payment of benefits under this Plan attributable to
amounts described in this Section 8.1(b).
	 
	 	(c)	 	All Accounts shall be bookkeeping accounts only, and all amounts credited
thereto shall, prior to being distributed, in all events remain subject to the claims
of the Company’s general creditors.






	8.2	 	ADJUSTMENTS. As of each Valuation Date, each Account will be adjusted, with either an
increase or a decrease, to reflect the deemed investment experience of the Account since the
preceding Valuation Date. For this purpose, the Account will be adjusted to reflect the
investment return under the Participant’s investment elections pursuant to Article 9.






	8.3	 	ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution
to a Participant or his/her Beneficiary shall be charged to such Participant’s Account.





ARTICLE 9. INVESTMENT FUNDS





	9.1	 	GENERAL. Although no assets will be segregated or otherwise set aside with respect to a
Participant’s Account, the amount that is ultimately payable to the Participant with





			
	 	 	 
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Scripps Executive Deferred Compensation Plan





	 	 	respect to such Account shall be determined as
if such Account had been invested in some or all
of the Investment Funds. The Committee, in its
sole discretion, shall adopt (and modify from
time to time) such rules and procedures as it
deems necessary or appropriate to implement the
deemed investment of Participant Accounts. In
the event no election has been made by a
Participant, such Account will be deemed to be
invested in an Investment Fund designated by the
Committee which has the characteristics of a
money market or other short term fixed income
fund. Participants shall be able to reallocate
their Accounts between the Investment Funds and
reallocate amounts newly credited to their
Accounts at such time and in such manner as the
Committee shall prescribe.





ARTICLE 10. ENTITLEMENT TO BENEFITS





	10.1	 	ELECTION OF COMMENCEMENT DATE OF BONUS DEFERRALS BY PARTICIPANT. At the time a Participant
makes an election of Bonus Deferrals according to the provisions of Article 3, the Participant
must elect the timing of commencement of benefits due to that deferral election. The
participant may choose to receive such benefits at termination of employment or commencing at
an earlier date certain. The date certain must be no earlier than three years after the close
of the Plan Year to which the deferral agreement applies. At a Participant’s termination of
employment, all amounts scheduled to commence at later dates certain shall be deemed to have
been elected to commence at termination. Any benefits already in pay status due to earlier
commencement shall continue to be paid according to the existing schedule prior to
termination. Any amounts from separate Bonus Deferral elections for which the Participant has
chosen benefits to commence at termination or at the same date certain shall be commingled for
bookkeeping purposes unless they are to have different methods of payment. This Section 10.1
only is applicable to Bonus Deferrals; distribution of amounts attributable to Basic Deferrals
are only distributed at termination of employment.






	10.2	 	ELECTION OF METHOD OF PAYMENT BY PARTICIPANT. At the time the Participant makes an election
according to the provisions of Article 3, the Participant must elect the method of payment of
benefits due to that deferral election from among the alternatives described in Section 11.2.






	10.3	 	CHANGE IN CONTROL. If a Change in Control occurs, the vested Account of each affected
Participant as of the date of the Change in Control shall in all events be valued and payable
in a lump sum in cash as soon as practicable thereafter.






	10.4	 	SOURCE OF PAYMENTS. Any payment due hereunder shall be payable from general assets of the
Company; provided, however, that if the Company later decides to establish a Trust to fund
benefit payments hereunder, such payments by the Trust shall be made only to the extent there
are assets in the Trust and any payment due under the Plan that is not paid by the Trust will
be paid by the Company from its general assets.




ARTICLE 11. PAYMENT OF BENEFITS



	11.1	 	CASH PAYMENTS. All payments under the Plan shall be made in cash.





			
	 	 	 
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Scripps Executive Deferred Compensation Plan










	11.2	 	PAYMENT OPTIONS.






	 	(a)	 	The payment option must be selected by the Eligible Employee when he or she
first becomes a Participant as provided in Section 3.1. Different payment options then
may be elected for deferrals in subsequent Plan Years, but previously elected options
cannot be changed for prior deferrals. Different payment options also may be elected
for Base Deferrals and Bonus Deferrals, and the election for Base Deferrals for a given
Plan Year also shall be applicable to Company Matching Contributions for that Plan
Year. The elected payment option shall provide for payment to the Participant of the
vested value of his/her Account as set forth below:






	 	(i)	 	Time of Distribution. As soon as administratively
feasible pursuant to Article 10 after the Participant’s employment terminates
with the Company for any reason (or, in the case of Bonus Deferrals, at an
earlier fixed date (but at least three (3) years after the Plan Year applicable
to the Bonus Deferral election), as specified by the Participant at the time of
making his Bonus Deferral election).
	 
	 	(ii)	 	Form of Distribution. In a single lump sum, or in
monthly installments, each as nearly equal as is reasonably possible, over a
period of five (5), ten (10) or fifteen (15) years (as the Eligible Employee
shall elect), commencing as soon as administratively feasible after the
occurrence of the time of distribution described in Section 11.2(a)(i).






	 	(b)	 	Notwithstanding the foregoing, if a Participant shall have failed to designate
properly the manner of payment of the Participant’s benefit under the Plan, such
payment will be in a lump sum as soon as practicable after the date of the
Participant’s termination of employment.
	 
	 	(c)	 	Notwithstanding the foregoing, the Company shall have absolute discretion to
accelerate any payout in the event of a Participant’s disability, death or severe
hardship.






	11.3	 	SMALL BALANCES. Any other provision of the Plan to the contrary notwithstanding, if at the
time of a Participant’s termination of employment with the Company the value of his or her
Account is not in excess of $25,000, an amount equal to such value shall be distributed in a
cash lump sum as soon as practicable after the date of the Participant’s termination,
regardless of any elections made by the Participant to the contrary.





ARTICLE 12. BENEFICIARIES; PARTICIPANT DATA





	12.1	 	DESIGNATION OF BENEFICIARIES.






	 	(a)	 	Each Participant from time to time may designate any person or persons (who may
be named contingently or successively) to receive such benefits as may be payable under
the Plan upon or after the Participant’s death, and such designation





			
	 	 	 
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Scripps Executive Deferred Compensation Plan










	 	 	 	may be changed from time to time by the Participant by filing a new designation.
However, if the Participant is legally married at the time of his/her death, any
designation of a Beneficiary other than the person who is his or her legal spouse at
the time of his or her death shall be void, and such legal spouse will be the sole
Beneficiary, unless such legal spouse has consented to the designation of such other
person as Beneficiary in a written, signed and notarized statement. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed in writing with
the Committee or its designee during the Participant’s lifetime.






	 	(b)	 	In the absence of a valid Beneficiary designation, or if, at the time any
benefit payment is due to a Beneficiary, there is no living Beneficiary validly named
by the Participant, then any such benefit payment shall be made to the Participant’s
spouse, if then living, but otherwise to the person or persons designated as
Beneficiary under the Basic Plan, or, if such person(s) is not then living, to the
Participant’s then living descendants, if any, per stirpes, but, if none, to the
Participant’s estate. In determining the existence or identity of anyone entitled to a
benefit payment, the Committee may rely conclusively upon information supplied by the
Participant’s personal representative, executor, or administrator. If a question
arises as to the existence or identity of anyone entitled to receive a benefit payment
as aforesaid, or if a dispute arises with respect to any such payment, then,
notwithstanding the foregoing, the Committee, in its sole discretion, may cause such
payment to be made to the Participant’s estate without liability for any tax or other
consequences that might flow therefrom or may take such other action as the Committee
deems to be appropriate.






	12.2	 	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
PARTICIPANTS OR BENEFICIARIES. Any communication, statement, or notice addressed to a
Participant or to a Beneficiary at his or her last post office address as shown on the
Company’s or Committee’s records shall be binding on the Participant or Beneficiary for all
purposes of the Plan. The Company or Committee shall not be obliged to search for any
Participant or Beneficiary beyond the sending of a registered letter to such last known
address. If the Company or Committee notifies any Participant or Beneficiary that he/she is
entitled to any amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his/her location known to the Company or Committee within three (3) years
thereafter, then, except as otherwise required by law, if the location of one or more of the
next of kin of the Participant is known to the Company or Committee, the Committee may direct
distribution of such amount to any one or more or all of such next of kin, and in such
proportions as the Committee determines. If the location of none of the foregoing persons can
be determined, the Committee shall have the right to direct that the amount payable shall be
deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for
deemed gains or losses in the interim, shall be paid by the Company if a claim for the benefit
subsequently is made by the Participant or the Beneficiary to whom it was payable. If a
benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to
applicable state law, the Company shall not be liable to any person for any payment made in
accordance with such law.





			
	 	 	 
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Scripps Executive Deferred Compensation Plan









ARTICLE 13. THE TRUST





	13.1	 	ESTABLISHMENT OF TRUST. The Company may, but is not required to establish a Trust to fund
benefits hereunder. If it so chooses to establish a Trust, such Trust shall be established
with the Trustee, pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Company and the Trustee. Any such Trust is intended
to be treated as a grantor trust under the Code, and the establishment of the Trust is not
intended to cause Participants to realize current income on amounts contributed thereto, and
the Trust shall be so interpreted.






	13.2	 	BENEFIT PAYMENTS IN ABSENCE OF TRUST. To the extent the Company chooses not to establish a
Trust, benefit payments shall be made from the general assets of the Company (i.e., the
general assets of the employer of the respective Participant).





ARTICLE 14. ADMINISTRATION





	14.1	 	COMMITTEE. The Committee shall administer, construe, and interpret this Plan and shall
determine, subject to the provisions of this Plan in a manner consistent with the
administration of the Basic Plan, the Eligible Employees who shall participate in the Plan
from time to time and the amount, if any, due a Participant (or his/her Beneficiary) under
this Plan. No member of the Committee shall be liable for any act done or determination made
in good faith. No member of the Committee who is a Participant in this Plan may vote on
matters affecting his/her personal benefit under this Plan, but any such member shall
otherwise be fully entitled to act in matters arising out of or affecting this Plan
notwithstanding his/her participation herein. In carrying out its duties herein, the Committee
shall have sole discretionary authority to exercise all powers and to make all determinations,
consistent with the terms of the Plan, in all matters entrusted to it, and its determinations
shall be given deference and shall be final and binding on all interested parties. It is
intended that the Committee shall have the maximum discretionary authority possible under
Firestone Tire and Rubber Company v. Bruch, 489 U.S. 101 (1989). Decisions by the
Committee shall be made by majority vote of all members of the Committee.






	14.2	 	CLAIMS PROCEDURE.






	 	(a)	 	Notice of Claim. Any Participant or Beneficiary, or the duly authorized
representative of a Participant or Beneficiary, may file with the Committee a claim for
a Plan benefit. Such a claim must be in writing on a form provided by the Committee and
must be delivered to the Committee, in person or by mail, postage prepaid. Within
ninety (90) days (or forty-five (45) days if the claim relates to disability) after the
receipt of such a claim, the Committee or its designee shall send to the claimant, by
mail, postage prepaid, a notice of the granting or the denying, in whole or in part, of
such claim, unless special circumstances require an extension of time for processing
the claim. In no event may the extension exceed ninety (90) days (or thirty (30) days
if the claim relates to disability) from the end of the initial period. If such an
extension is necessary, the claimant will be given a written notice to this effect
prior to the expiration of the initial period. The Committee or its designee shall have
full discretion to deny




 
			
	 	 	 
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Scripps Executive Deferred Compensation Plan





	 	 	 	or grant a claim in whole or in part in accordance with the terms of the Plan. If
notice of the denial of a claim is not furnished in accordance with this Section
14.2(a), the claim shall be deemed denied and the claimant shall be permitted to
exercise his or her right to review pursuant to Section 14.2(c).
	 
	 	(b)	 	Action on Claim. The Committee or its designee shall provide to every claimant
who is denied a claim for benefits a written notice setting forth, in a manner
calculated to be understood by the claimant:






	 	(i)	 	The specific reason or reasons for the denial;
	 
	 	(ii)	 	A specific reference to the pertinent Plan provisions on which
the denial is based;
	 
	 	(iii)	 	A description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(iv)	 	An explanation of the Plan’s claim review procedure.






	 	(c)	 	Review of Denial. Within sixty (60) days (or one hundred eighty (180) days if
the claim relates to disability) after the receipt by a claimant of written
notification of the denial (in whole or in part) of a claim, the claimant or the
claimant’s duly authorized representative, upon written application to the Committee,
delivered in person or by certified mail, postage prepaid, may review pertinent
documents and may submit to the Committee, in writing, issues and comments concerning
the claim. Upon the Committee’s receipt of a notice of a request for review, the
Committee shall make a prompt decision on the review and shall communicate the decision
on review in writing to the claimant. The decision on review shall be written in a
manner calculated to be understood by the claimant and shall include specific reasons
for the decision and specific references to the pertinent Plan provisions on which the
decision is based. The decision on review shall be made no later than sixty (60) days
(or forty-five (45) days if the claim relates to disability) after the Committee’s
receipt of a request for a review, unless special circumstances require an extension of
time for processing, in which case a decision shall be rendered not later than one
hundred twenty (120) days (or ninety (90) days if the claim relates to disability)
after receipt of the request for review. If an extension is necessary, the claimant
shall be given written notice of the extension by the Committee prior to the expiration
of the initial period. If notice of the decision on review is not furnished in
accordance with this Section, the claim shall be deemed denied on review. Actions under
this Section 14.2(c) shall be taken by the full Committee (excluding any members of the
Committee who participated in any decision on the initial claim pursuant to Section
14.2(a).






			
	 	 	 
	ARTICLE 14
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Scripps Executive Deferred Compensation Plan









ARTICLE 15. MISCELLANEOUS PROVISIONS





	15.1	 	LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:






	 	(a)	 	Limit in any way the right of the Company to terminate an Eligible Employee’s
employment at any time; or
	 
	 	(b)	 	Be evidence of any agreement or understanding, express or implied, that the
Company will employ an Eligible Employee in any particular position or at any
particular rate of remuneration.






	15.2	 	NONALIENATION OF BENEFITS. No amounts payable under the Plan may be assigned, pledged,
mortgaged, or hypothecated, and, to the extent permitted by law, no such amounts shall be
subject to legal process or attachment of the payment for any claims against any person
entitled to receive the same.
	 
	15.3	 	AMENDMENT OR TERMINATION OF PLAN. Although it is expected that this Plan shall continue
indefinitely, the Board may amend this Plan from time to time in any respect, and may at any
time terminate the Plan in its entirety; provided, however, that a Participant’s Account as of
the date of any such amendment or termination may not be reduced, nor may any such amendment
or termination adversely affect a Participant’s entitlement to his/her vested Account as of
such date.
	 
	15.4	 	ERISA AND GOVERNING LAW. The Plan is an unfunded deferred compensation
plan for a select group of management or highly compensated
employees, as defined in Section 201(2) and 401(a)(1) of the Employee
Retirement Security Act of 1974, as amended (“ERISA”). As such, the
Plan is expressly excluded from all, or substantially all, of the
provisions of ERISA, including but not limited to Parts 2 and 3 of
Title I thereof. None of the statutory rights and protections
conferred on participants by ERISA are conferred under the terms of
this Plan, except as expressly noted or required by operation of law.
To the extent not superseded by federal law, the laws of the State of
Ohio shall control in any and all matters relating to the Plan.
	 
	15.5	 	SEVERABILITY. If any provision of the Plan shall be held
illegal or invalid for any reason, the
illegality or invalidity shall not affect
the remaining provisions hereof; instead,
each provision shall be fully severable and
the Plan shall be construed and enforced as
if the illegal or invalid provision had
never been included herein.




IN WITNESS WHEREOF, The E.W. Scripps Company has caused this Agreement to be executed by its duly
authorized officer, this            day of                     , 2004.




	 	 	 	 	 	 	 
	 	 	THE E.W. SCRIPPS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 





			
	 	 	 
	ARTICLE 15
	 	15