EX-10.20






Exhibit 10.20




Scripps Networks Interactive, Inc. Supplemental Executive Retirement Plan




(Effective January 1, 2009)




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1. INTRODUCTION
	 	 	1	 
	ARTICLE 2. DEFINITIONS
	 	 	2	 
	ARTICLE 3. PLAN PARTICIPATION
	 	 	3	 
	ARTICLE 4. BENEFITS PAYABLE; TIME AND FORM OF PAYMENT
	 	 	3	 
	ARTICLE 5. PAYMENT OF SERP BENEFITS
	 	 	5	 
	ARTICLE 6. PLAN ADMINISTRATION
	 	 	5	 
	ARTICLE 7. MISCELLANEOUS PROVISIONS
	 	 	5	 






ARTICLE 1. INTRODUCTION




1.1 Effective Date. Scripps Networks Interactive, Inc. (“SNI”) adopts this Plan effective
as of January 1, 2009, pursuant to the Employee Matters Agreement by and between The E.W. Scripps
Company and Scripps Networks Interactive, Inc. (“Employee Matters Agreement”). 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 herein,
Part One of the Plan shall be governed by the terms and conditions of the Scripps Supplemental
Executive Retirement Plan as in effect on October 3, 2004, a copy of which is attached hereto as
Exhibit A (but with all references to Scripps or EWSCO changed to Scripps Networks
Interactive, Inc. where appropriate). Part Two of the Plan shall be governed by the terms and
conditions set forth herein.



1.2 History. SNI has assumed the deferred compensation obligations under the Scripps
Supplemental Executive Retirement Plan (“Scripps SERP”) with respect to SNI Participants pursuant
to the terms of the Employee Matters Agreement (“Assumed Amounts”). Any SNI Participant with
respect to whom deferred compensation obligations are assumed hereunder shall automatically
participate, and be a “Covered Employee”, in the Plan with respect to such Assumed Amounts as of
the Effective Date. Capitalized terms used in this Article 1 that are not defined in this Plan
shall have the meaning set forth in the Employee Matters Agreement.



1.3 Purpose. The purpose of the SERP is to supplement benefits payable to, and on behalf
of, covered employees by the SNI Pension Plan, a tax qualified retirement plan maintained by SNI.
In general, the SERP provides covered employees with benefits approximately equal to the additional
benefits they would have earned under the SNI Pension Plan, by reason of their SNI and SNI-related
employment, in the absence of the annual compensation limits and maximum benefit limits imposed by
Section 401(a)(17) and Section 415, respectively, of the Code.



1.4 Part One. Except as otherwise provided herein, Part One of the Plan shall exclusively
govern Assumed Amounts that immediately prior to the Effective Date were governed by Part One of
the Scripps SERP, and it is intended that such amounts shall be exempt from the application of
Section 409A of the



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Code. As of the Effective Date, all of the Covered Employee’s rights with respect to such Assumed
Amounts under the Scripps SERP, 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 Scripps SERP as of October 3, 2004, or
add a new material benefit or right under Part One of the Plan.



1.5 Part Two. Part Two of the Plan shall govern any Assumed Amounts that immediately prior
to the Effective Date were governed by Part Two of the Scripps SERP as well as the benefits that
accrue on behalf of Covered Employees under this Plan on and after the Effective Date. As of the
Effective Date, all of the Covered Employee’s rights with respect to such Assumed Amounts under the
Scripps SERP, if any, shall automatically be extinguished and become rights under Part Two of this
Plan without further action.



1.6 Participating Employers. SNI and its subsidiaries who participate in the SERP
(collectively, the “Participating SERP Employers”) each agree to pay the benefits which their own
Covered Employees become entitled to receive under the terms of the SERP. Each Covered Employee
only will receive SERP benefits from the particular Participating SERP Employer by whom he/she was
employed. SERP benefits shall not be advance funded, but rather shall only be payable from the
general assets of the Participating SERP Employer, with the covered employee being a general
creditor of his/her Participating SERP Employer.



1.8 Interpretation. It is intended that (i) the SERP constitute an unfunded deferred
compensation plan for a select group of management or highly compensated employees, within the
meaning of Sections 201(2) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”); (ii) the SERP be an excess benefit plan, within the meaning of Sections 3(36)
and 4(b)(5) of ERISA; and (iii) that the SERP comply with Section 409A of the Code. Accordingly,
all provisions of the SERP are to be interpreted and carried out in a manner consistent with the
aforesaid intentions.



ARTICLE 2. DEFINITIONS





	2.1	 	“Adjusted Annual Compensation” means a Covered Employee’s “Annual Compensation” under the SNI
Pension Plan, but determined without regard to any limitations imposed by reason of Section
401(a)(17) of the Code on the maximum amount that may recognized as Annual Compensation. A
Covered Employee’s Adjusted Annual Compensation also shall include (to the extent not already
included in Annual Compensation) the following amounts, which shall be added to the Covered
Employee’s compensation for the taxable year in which such amounts are earned:






	 	(a)	 	Payments in the nature of deferred compensation which have been designated by
the Pension Board as includable in an employee’s Adjusted Annual Compensation for
purposes of this Plan; and
	 
	 	(b)	 	Other forms of executive compensation or incentive compensation which have been
designated by the Pension Board as includable in an employee’s Adjusted Annual
Compensation for purposes of this Plan.





2.2 “Beneficiary” means a Covered Employee’s “Beneficiary” under the SNI Pension Plan.



2.3 “Code” means the Internal Revenue Code of 1986, as amended.




	2.4	 	“Covered Employee” means a management or highly compensated employee of a Participating SERP
Employer (i) who is eligible to receive a vested benefit under the SNI Pension Plan that is
limited by reason of Section 401(a)(17) and/or Section 415 of the Code, and (ii) who has not
been




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	 	 	expressly excluded from participation in the SERP by agreement with his/her Participating SERP Employer.
	 
	2.5	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.6	 	“Participating SERP Employer” means a “Participating Employer” under the SNI Pension Plan.
	 
	2.7	 	“Pension Board” means the “Pension Board” under the SNI Pension Plan.
	 
	2.8	 	“SNI” means Scripps Networks Interactive, Inc., or any successor, including, without
limitation, the surviving corporation resulting from any merger or consolidation of SNI with
any other corporation, limited liability company, joint venture, partnership or other entity
or entities.
	 
	2.9	 	“SNI Pension Plan” or “Pension Plan” means the document entitled SNI Pension Plan, as the
same may be amended from time to time, including the tax qualified pension plan provided for
thereunder.
	 
	2.10	 	“SNI SERP” or “SERP” or “Plan” means this document, as the same may be amended from time to
time, including the nonqualified pension plan provided for hereunder.
	 
	2.11	 	“Separation from Service” means a termination of employment in such a manner as to constitute
a “separation from service” as defined under Section 409A of the Code and shall include
terminations due to death. Upon a sale or other disposition of the assets of SNI or any member
of its controlled group to an unrelated purchaser, the Pension Board reserves the right, to
the extent permitted by Section 409A of the Code, to determine whether Covered Employees
providing services to the purchaser after and in connection with the purchase transaction have
experienced a Separation from Service.
	 
	2.12	 	“SERP Benefit” means any benefit payable under the SNI SERP to or on behalf of a Covered
Employee.
	 
	2.13	 	In addition to the foregoing, in the case of any terms which are used in the SERP and not
defined herein but which are defined in the SNI Pension Plan, such terms shall have the
meanings set forth in the SNI Pension Plan.
	 
	2.14	 	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. PLAN PARTICIPATION




An individual must be a Covered Employee in order to participate in the SNI SERP.




ARTICLE 4. BENEFITS PAYABLE; TIME AND FORM OF PAYMENT




4.1 General. A Covered Employee (i) whose Separation from Service occurs on or after
January 1, 2009 for any reason other than death or (ii) whose Separation from Service occurred on
or after January 1, 2005 but prior to January 1, 2009 and who has not commenced payment of benefits
under the Plan (or its predecessor, the Scripps SERP) prior to January 1, 2009, shall receive the
benefit described in this Article 4, payable at the time and in the form described in this Article
4. For purposes of this Article 4, payment to a Covered Employee shall include payment to his/her
Beneficiary. Any rules adopted by the Pension



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Board regarding the computation of a Covered Employee’s SERP Benefit shall have the same force and
effect as if expressly included in this document.



4.2 Calculation of Benefit. A Covered Employee’s SERP Benefit shall be a lump sum payment
actuarially equivalent to the benefit calculated as follows:



Difference between:




	 	(a)	 	The Covered Employee’s “normal retirement benefit” under the SNI Pension Plan,
and
	 
	 	(b)	 	What the Covered Employee’s “normal retirement benefit” would be if computed on
the basis of his/her Adjusted Annual Compensation and without any Code Section 415
maximum benefit limitation;





Reduced by:




	 	(c)	 	If the date the Covered Employee Separates from Service occurs on or after the
date he/she has both attained age 55 and completed at least 10 years of service, .416%
for each month by which the commencement of benefit payments precedes the Covered
Employee’s 62nd birthday; or
	 
	 	(d)	 	In all other cases, .5% for each month, if any, by which the commencement of
benefit payments precedes the Covered Employee’s 65th birthday.





The actuarial factors and assumptions used under the SNI Pension Plan to convert the normal form of
retirement benefit into a lump sum form of benefit shall be used to convert the SERP Benefit into a
lump sum.



The SERP Benefit shall include a gross-up intended to cover the Medicare hospital insurance tax
assessable to the employee on the amount payable under the SERP.



4.3 Calculation of Benefit in the Event of Death. In the event the Covered Employee’s
Separation from Service is due to death, the SERP Benefit payable to the Covered Employee’s
“surviving spouse” as defined in the SNI Pension Plan shall be a lump sum payment actuarially
equivalent to the benefit calculated as follows:



Difference between:




	 	(a)	 	The “Surviving Spouse’s Benefit” under the SNI Pension Plan, and
	 
	 	(b)	 	What the “Surviving Spouse’s Benefit” would be if computed on the basis of the
Covered Employee’s Adjusted Annual Compensation and without any Code Section 415
maximum benefit limitation.





The SNI Pension Plan actuarial factors and assumptions shall be used to convert the SERP Benefit
into a lump sum.



The SERP Benefit shall include a gross-up intended to cover any Medicare hospital insurance tax
assessable on the amount payable under the SERP.



4.4 Time of Payment. The SERP Benefit of a Covered Employee whose Separation from Service
occurs for any reason including death on or after January 1, 2009 shall be distributed within 30
days after the first business day of the seventh month following the Covered Employee’s Separation
from Service.



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The SERP Benefit of a Covered Employee whose Separation from Service occurred on or after January
1, 2005 but prior to January 1, 2009 and who has not commenced payment of benefits under the Plan
prior to January 1, 2009 shall be paid as of a date in 2009 selected by the Pension Board, provided
that payment shall not occur earlier than 6 months following the Covered Employee’s Separation from
Service.



4.5 Form of Payment. A Covered Employee’s SERP Benefit shall be paid in cash in the form
of a single lump sum.



4.6 Pre-2009 Payments. Notwithstanding anything contained in this Article 4 to the
contrary, if a Covered Employee commences payment of his or her SERP Benefit in conjunction with
his benefit under the Scripps Pension Plan prior to January 1, 2009, then such benefit shall be
payable under this Plan at the same time and in the same form elected by the Covered Employee under
the Scripps Pension Plan. Such time and form of payment shall not be subject to change as of or
after the Effective Date and shall not be affected by any changes in the time or form of payment of
the benefit under the Scripps Pension Plan or the SNI Pension Plan that occur on or after January
1, 2009.



ARTICLE 5. PAYMENT OF SERP BENEFITS




All SERP Benefits shall be paid in cash from the general assets of a Covered Employee’s
Participating SERP Employer. If a Covered Employee is entitled to a SERP Benefit on account of
service with more than one Participating SERP Employer, the Pension Board shall determine the
manner in which the obligation to pay such SERP Benefit shall be equitably apportioned between or
among such Participating SERP Employers. A Covered Employee shall have the status of a general
creditor of his/her Participating SERP Employer with respect to any claim for SERP Benefits.



ARTICLE 6. PLAN ADMINISTRATION




The SERP Plan shall be administered in the same manner as the SNI Pension Plan by the Pension Board
and/or its designee(s). The Pension Board shall have the same rights, powers and duties with
respect to the SERP Plan as it has under the terms of the SNI Pension Plan. Without limiting the
generality of the foregoing, the Pension Board has full authority to (i) interpret the Plan, (ii)
determine all questions relating to the rights and status of Covered Employees and their SERP
Benefits, and (iii) make such rules and regulations for the administration of the Plan as are not
inconsistent with its express terms and provisions.



ARTICLE 7. MISCELLANEOUS PROVISIONS





	7.1	 	ERISA and Governing Law. The SERP Plan is a combination of an excess benefit plan, as
defined in Sections 3(36) and 4(b)(5) of ERISA, and 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.






	7.2	 	Incorporation of SNI Pension Plan Provisions By Reference. The provisions of the SNI
Pension Plan are hereby fully incorporated by reference, but only to the extent reference is
made by the Plan to such provisions or otherwise necessary for the proper administration of
the Plan. The eligibility of each Covered Employee for SERP Benefits and the amount of SERP
Benefits will be based, in part, upon the interpretations of the SNI Pension Plan provisions,
as made by the




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	 	 	fiduciaries thereof and such fiduciaries’ interpretations will be fully binding on this Plan
and all parties hereto.






	7.3	 	Claims and Appeals Procedure. The claims and appeals procedure set forth in the SNI
Pension Plan shall be equally applicable to claims and appeals under the SERP Plan, and such
provisions hereby are incorporated into this Plan by reference.






	7.4	 	Benefits Are Nonassignable. No SERP Benefit may be pledged, assigned, anticipated or
alienated in any way by any Covered Employee or Beneficiary or personal representative of the
foregoing. Moreover, no Covered Employee, Beneficiary or personal representative of the
foregoing shall have any right to cause benefits otherwise payable under this Plan to be
accelerated or paid on any basis or in any form other than on the basis and in the forms
provided for under Article 4.






	7.5	 	Amendment, Suspension or Termination of Plan. SNI hereby reserves the right and power
to amend, suspend or terminate this Plan, in whole or in part, at any time and from time to
time. Moreover, SNI 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. In no
event shall any such action by SNI eliminate or reduce any benefit that, prior to such action,
had already become payable under the Plan without the consent of the Covered Employee, unless
SNI determines in good faith that such action is necessary to ensure compliance with Section
409A of the Code. Each Participating SERP Employer also has the right to withdraw from the
Plan with respect to all employees whose SERP Benefits have not yet become payable under
Article 4 hereof prior to such withdrawal. All actions pursuant to this Section 7.5 shall be
set forth in a written instrument executed by an appropriate corporate officer.






	7.6	 	Delay and/or Discretionary Acceleration of Payments. To the extent permitted under
Section 409A of the Code, SNI may, in its sole discretion, delay payment of a SERP Benefit in
accordance with Treasury Regulation Section 1.409A-2(b)(7). To the extent permitted by Section
409A of the Code, SNI may, in its sole discretion, accelerate the time of a payment under the
Plan in accordance with Treasury Regulation Section 1.409A-3(j). In the event SNI exercises
its discretion to delay or accelerate the time of payment under the Plan it shall also
determine, in its sole discretion, the manner in which the SERP Benefit shall be calculated as
of such delayed or accelerated payment date.






	7.7	 	No Guarantee Of Employment. Nothing contained herein shall be construed as a contract
of employment between a Participating SERP Employer and any employee, or as a right of any
employee to continue in the employment of a Participating SERP Employer, or as a limitation of
the right of a Participating SERP Employer to discharge any of its employees, with or without
cause, at any time.






	7.8	 	Severability. If any provision of this Plan shall be held illegal or invalid for any
reason, said 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 said illegal or invalid provision had never been included herein.






	7.9	 	Successor Employer. In the event of the dissolution, merger, consolidation or
reorganization of a Participating SERP Employer, the Participating SERP Employer shall have
the unilateral right (but not the obligation) to assign or transfer its participation in the
Plan, or any liability or other obligation arising thereunder, in whole or in part to a
successor, in which case such successor shall be substituted for the former Participating SERP
Employer under the Plan. The substitution of a successor shall constitute a full and complete
assumption of all associated Plan liabilities by such successor and a full and complete
discharge of the former Participating SERP Employer




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	 	 	with respect thereto, and the successor shall thereupon have all of the powers, duties and
responsibilities of the prior Participating SERP Employer under the Plan.
	 
	7.10	 	Compliance with Code Section 409A. It is intended that Part Two of the Plan comply
with Section 409A of the Code so as to prevent the inclusion in gross income of any amounts
deferred hereunder in a taxable year prior to the taxable year or years in which such amounts
would otherwise actually be distributed or made available to Covered Employees and their
Beneficiaries. The provisions of the Plan shall be construed, administered, and governed in a
manner that effects such intent. Although the Pension Board and SNI shall use their best
efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the
Code, the tax treatment of benefit accruals and payments under SERP is not warranted or
guaranteed. Neither SNI nor the Pension Board shall be held liable for any taxes, interest,
penalties or other monetary amounts owed by any Covered Employee or 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 Covered Employee or Beneficiary under Section 409A(a)(1)
of the Code.
	 
	7.11	 	Limited Cash-Outs. The Pension Board 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 Covered Employee’s interest
under the Plan, including all agreements, methods, programs, or other arrangements which,
together with this Plan, are treated as a single non-qualified deferred compensation plan
under Section 409A of the Code and provided further that in the event such payment is made to
a “specified employee” (as defined in Section 409A) upon a Separation from Service, such
payment shall not be made sooner than 6 months following Separation from Service. The
provisions of this Section 7.11 shall apply to both Part One and Part Two of the Plan.
	 
	7.12	 	Covered Employees Deemed to Accept Plan. By accepting any benefit under the Plan,
each Covered Employee and each person claiming under or through any such Covered Employee
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 Pension Board or SNI or the other Participating SERP Employers, in any case in
accordance with the terms and conditions of the Plan.










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EXHIBIT A

to

Scripps Supplemental Executive Retirement Plan




See Scripps Supplemental Executive Retirement Plan as in effect on October 3, 2004





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Appendix A



  


Scripps Supplemental Executive Retirement Plan




(As Amended and Restated Effective January 1, 2003)






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1. INTRODUCTION
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2. DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3. PLAN PARTICIPATION
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 4. BENEFITS PAYABLE
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 5. PAYMENT OF SERP BENEFITS
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 6. PLAN ADMINISTRATION
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 7. MISCELLANEOUS PROVISIONS
	 	 	9	 







1









 








Scripps Supplemental Executive Retirement Plan




ARTICLE 1. INTRODUCTION




The E.W. Scripps Company, an Ohio corporation (“EWSCO”), hereby amends and restates the Scripps
Supplemental Executive Retirement Plan (sometimes heretofore called the Scripps Excess Benefit
Plan) to read in its entirety as set forth in this document, effective January 1, 2003.



The Scripps Supplemental Executive Retirement Plan (“Scripps SERP” or “SERP”) originally was
established by a predecessor of EWSCO on October 27, 1982 in response to certain limitations that
were imposed upon tax qualified pension plans by the Tax Equity and Fiscal Responsibility Act of
1982 (“TEFRA”). TEFRA had the effect of reducing tax qualified pension benefits for executive
employees by limiting the amount of an employee’s annual compensation that may be recognized under
such a plan and limiting the maximum level of benefits that may be paid to an employee by such a
plan. Following the original adoption of the SERP by EWSCO, various affiliates of EWSCO thereafter
adopted the SERP from time to time for the benefit of their own executive employees.



The purpose of the SERP is to supplement benefits payable to, and on behalf of, covered employees
by the Scripps Pension Plan, a tax qualified retirement plan maintained by EWSCO and its
affiliates. In general, the SERP provides covered employees with the additional benefits they
would have earned under the Scripps Pension Plan, by reason of their Scripps and Scripps-related
employment, in the absence of the annual compensation limits and maximum benefit limits imposed by
Section 401(a)(17) and Section 415, respectively, of the Internal Revenue Code of 1986, as amended
(“Code”).



EWSCO and its affiliates who participate in the SERP (collectively, the “Participating SERP
Employers”) each agree to pay the benefits which their own covered employees become entitled to
receive under the terms of the SERP. Each covered employee only will receive SERP benefits from
the particular Participating SERP Employer by whom he/she was employed. SERP benefits shall not be
advance funded, but rather shall only be payable from the general assets of the Participating SERP
Employer, with the covered employee being a general creditor of his/her Participating SERP
Employer.



It is intended that (i) the SERP constitute an unfunded deferred compensation plan for a select
group of management or highly compensated employees, within the meaning of Sections 201(2) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (ii) the
SERP be an excess benefit plan, within the meaning of Sections 3(36) and 4(b)(5) of ERISA; and
(iii) there be no inconsistencies between the benefit and eligibility determinations made under the
SERP and those made under the Scripps Pension Plan. Accordingly, all provisions of the SERP are to
be interpreted and carried out in a manner consistent with the aforesaid intentions.



			
	 	 	 
	ARTICLE 1
	 	2






 









 






Scripps Supplemental Executive Retirement Plan




ARTICLE 2. DEFINITIONS





	2.1	 	“Adjusted Annual Compensation” means a Covered Employee’s “Annual Compensation” under the
Scripps Pension Plan, but determined without regard to any limitations imposed by reason of
Section 401(a)(17) of the Code on the maximum amount that may recognized as Annual
Compensation. A Covered Employee’s Adjusted Annual Compensation also shall include (to the
extent not already included in Annual Compensation) the following amounts, which shall be
added to the Covered Employee’s compensation for the taxable year in which such amounts are
earned:






	 	(a)	 	Bonuses earned in 1989 and later if paid more than one year after the calendar
year in which such bonuses were earned;
	 
	 	(b)	 	Other payments in the nature of deferred compensation which have been
designated by the Pension Board as includable in an employee’s Adjusted Annual
Compensation for purposes of this Plan; and
	 
	 	(c)	 	Any other forms of executive compensation which have been designated by the
Pension Board as includable in an employee’s Adjusted Annual Compensation for purposes
of this Plan.






	2.2	 	“Beneficiary” means a Covered Employee’s “Beneficiary” under the Scripps Pension Plan. Notwithstanding the foregoing, if a Covered Employee’s SERP Benefit is to be distributed in the form of a 10-year installment payout pursuant to the next to last paragraph of Article 4 hereof, the Covered Employee may file a separate written beneficiary designation with the Pension Board for his SERP Benefit, in which case his/her Beneficiary shall
 be the person(s) named in such beneficiary designation.
	 
	2.3	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.4	 	“Covered Employee” means a management or highly compensated employee of a Participating SERP Employer (i) who qualifies for a Normal Retirement Benefit, Early Retirement Benefit, Disability Retirement Benefit or Deferred Vested Benefit under the Scripps Pension Plan that is limited by reason of Section 401(a)(17) and/or Section 415 of the Code, and (ii) who has not been expressly excluded from participation in the SERP by agreement with his/her Participating SERP
 Employer.
	 
	2.5	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.6	 	“EWSCO” means The E.W. Scripps Company, an Ohio corporation, or any successor.
	 
	2.7	 	“Participating SERP Employer” means a “Participating Employer” under the Scripps Pension Plan that is in the EWSCO control group under Section 414(b) or 414(c) of ERISA, or any other Participating Employer under the Scripps Pension Plan that adopts the SERP with the consent of the Pension Board.
	 
	2.8	 	“Pension Board” means the “Pension Board” under the Scripps Pension Plan.





			
	 	 	 
	ARTICLE 2
	 	3






 









 






Scripps Supplemental Executive Retirement Plan





	2.9	 	“Scripps Pension Plan” or “Pension Plan” means the document entitled Scripps Pension Plan (As Amended and Restated as of January 1, 1997), as the same may be amended and restated from time to time, including the tax qualified pension plan provided for thereunder.
	 
	2.10	 	“Scripps SERP” or “SERP” or “Plan” means this document, as the same may be amended from time to time, including the nonqualified pension plan provided for hereunder.
	 
	2.11	 	“SERP Benefit” means any benefit payable under the Scripps SERP to or on behalf of a Covered Employee .
	 
	2.12	 	In addition to the foregoing, in the case of any terms which are used in the SERP and not defined herein but which are defined in the Scripps Pension Plan, such terms shall have the meanings set forth in the Scripps Pension Plan.
	 
	2.13	 	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 2
	 	4






 









 






Scripps Supplemental Executive Retirement Plan




ARTICLE 3. PLAN PARTICIPATION



An individual must be a Covered Employee in order to participate in the Scripps SERP.




			
	 	 	 
	ARTICLE 3
	 	5






 









 






Scripps Supplemental Executive Retirement Plan




ARTICLE 4. BENEFITS PAYABLE




A Covered Employee shall be entitled to receive the benefits described in this Article 4, payable
as described in Article 5 hereof. For purposes of this Article 4, payment to a Covered Employee
shall include payment to his/her Beneficiary in accordance with any benefit election made by the
Covered Employee under the Scripps Pension Plan.



Upon qualifying to receive benefits under the Scripps Pension Plan, the Pension Board shall
determine whether a participant’s benefit amount has been limited by reason of Section 401(a)(17)
and/or Section 415 of the Code. If it has and the participant otherwise is a Covered Employee, the
Pension Board then shall compute the following:




	 	(a)	 	His/her actual benefit amount under the Scripps Pension Plan; and
	 
	 	(b)	 	What the benefit amount would be if computed on the basis of his/her Adjusted
Annual Compensation and without any Code Section 415 maximum benefit limitation (as
currently set forth in Section 6.02 of the Scripps Pension Plan).





After determining the amount by which paragraph (b) exceeds paragraph (a) above, the Pension Board
then shall gross up the difference by the combined employer/employee Medicare hospital insurance
tax assessable on such difference (currently 2.9%), and such grossed up amount shall represent the
amount of the Covered Employee’s SERP Benefit.



Except as provided in the following paragraph, a Covered Employee’s SERP Benefit shall be paid in
exactly the same form of benefit as his/her benefit under the Scripps Pension Plan is paid, and
using exactly the same actuarial adjustments and assumptions as are prescribed under the Scripps
Pension Plan.



In the case of any Covered Employee whose benefit under the Scripps Pension Plan is distributed as
a Lump-Sum Payment (Option E), his/her SERP Benefit will be paid in the form of a 10-year
installment payout, with the amount of the installments being computed using the same interest
factor that is used in computing his/her Lump-Sum Payment (Option E) under the Scripps Pension
Plan. If the Covered Employee should die before completion of the 10-year installment payout, all
remaining installments will be paid to the Covered Employee’s Beneficiary.



Any rules adopted by the Pension Board regarding the computation of a Covered Employee’s SERP
Benefit shall have the same force and effect as if expressly included in this document.



			
	 	 	 
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Scripps Supplemental Executive Retirement Plan




ARTICLE 5. PAYMENT OF SERP BENEFITS




All SERP Benefits shall be paid in cash from the general assets of a Covered Employee’s
Participating SERP Employer. If a Covered Employee is entitled to a SERP Benefit on account of
service with more than one Participating SERP Employer, the Pension Board shall determine the
manner in which the obligation to pay such SERP Benefit shall be equitably apportioned between or
among such Participating SERP Employers. A Covered Employee shall have the status of a general
creditor of his/her Participating SERP Employer with respect to any claim for SERP Benefits.



			
	 	 	 
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Scripps Supplemental Executive Retirement Plan




ARTICLE 6. PLAN ADMINISTRATION




The SERP Plan shall be administered in the same manner as the Scripps Pension Plan by the Pension
Board and/or its designee(s). The Pension Board shall have the same rights, powers and duties with
respect to the SERP Plan as it has under the terms of the Scripps Pension Plan. Without limiting
the generality of the foregoing, the Pension Board has full authority to (i) interpret
the SERP Plan, (ii) determine all questions relating to the rights and status of Covered Employees
and their SERP Benefits, and (iii) make such rules and regulations for the administration of the
SERP Plan as are not inconsistent with its express terms and provisions.



			
	 	 	 
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Scripps Supplemental Executive Retirement Plan




ARTICLE 7. MISCELLANEOUS PROVISIONS





	7.1	 	ERISA and Governing Law. The SERP Plan is a combination of an excess benefit plan, as defined in
Sections 3(36) and 4(b)(5) of ERISA, and 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.






	7.2	 	Incorporation of Scripps Pension Plan Provisions By Reference. The provisions of the
Scripps Pension Plan are hereby fully incorporated by reference, but only to the extent
reference is made by the SERP Plan to such provisions or otherwise necessary for the proper
administration of the SERP Plan. Eligibility for and payment of SERP Benefits under this Plan
shall be based solely upon benefit determinations and computations made under the terms of the
Scripps Pension Plan, excepting only the imposition of those benefit limitations attributable
to Sections 401(a)(17) and 415 of the Code and the different compensation standard hereunder.
The eligibility of each Covered Employee for SERP Benefits thus will be based, at least in
part, upon the interpretations of the Scripps Pension Plan provisions, as made by the
fiduciaries thereof; and such fiduciaries’ interpretations will be fully binding on this Plan
and all parties hereto. Except as expressly provided in the SERP Plan, any restrictions or
limitations imposed upon the payment of benefits under the Scripps Pension Plan shall be
equally applicable to the payment of benefits under the SERP Plan






	7.3	 	Claims and Appeals Procedure. The claims and appeals procedure set forth in the Scripps Pension Plan (currently Section 9.01 thereof) shall be equally applicable to claims and appeals under the SERP Plan, and such provisions hereby are incorporated into this Plan by reference.

	 
	7.4	 	

Benefits Are Nonassignable. No SERP Benefit may be pledged, assigned, anticipated or alienated in any way by any Covered Employee or Beneficiary or personal representative of the foregoing. Moreover, no Covered Employee, Beneficiary or personal representative of the foregoing shall have any right to cause benefits otherwise payable under this Plan to be accelerated or paid on any basis or in any form other than on the bases and in the forms provided for
 under Articles 4 and 5 hereof.






	7.5	 	Amendment, Suspension or Termination of Plan. EWSCO hereby reserves the right and
power to amend, suspend or terminate this Plan, in whole or in part, at any time and from time
to time; provided, however, that in no event shall EWSCO have the right to eliminate or reduce
any SERP Benefit which has already has become payable under Article 4 hereof prior to such
amendment, suspension or termination. Each Participating SERP Employer also have the right to
withdraw from the Plan with respect to all employees whose SERP Benefits have not yet become
payable under Article 4 hereof





			
	 	 	 
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Scripps Supplemental Executive Retirement Plan





	 	 	prior to such withdrawal. All actions pursuant to this Section 7.5 shall be set forth in a written instrument executed by an appropriate corporate officer.
	 
	7.6	 	No Guarantee Of Employment. Nothing contained herein shall be construed as a contract of employment between a Participating SERP Employer and any employee, or as a right of any employee to continue in the employment of a Participating SERP Employer, or as a limitation of the right of a Participating SERP Employer to discharge any of its employees, with or without cause, at any time.


	 
	7.7	 	

Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said 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 said illegal or invalid provision had never been included herein.






	7.8	 	Successor Employer. In the event of the dissolution, merger, consolidation or
reorganization of a Participating SERP Employer, the Participating SERP Employer shall have
the unilateral right (but not the obligation) to assign or transfer its participation in the
Plan, or any liability or other obligation arising thereunder, in whole or in part to a
successor, in which case such successor shall be substituted for the former Participating SERP
Employer under the Plan. The substitution of a successor shall constitute a full and complete
assumption of all associated Plan liabilities by such successor and a full and complete
discharge of the former Participating SERP Employer with respect thereto, and the successor
shall thereupon have all of the powers, duties and responsibilities of the prior Participating
SERP Employer under the Plan.





IN WITNESS WHEREOF, The E.W. Scripps Company, acting by and through its duly authorized officer,
hereby adopts this Scripps Supplemental Executive Retirement Plan (As Amended and Restated
Effective January 1, 2003), this ___ day of                     , 2003.



	 	 	 	 	 	 	 
	 	 	THE E.W. SCRIPPS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 

	 	 	 	 

	 	 






			
	 	 	 
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Scripps Supplemental Executive Retirement Plan





			
	 	 	 
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