EMMIS OPERATING COMPANY

                               PROFIT SHARING PLAN


     EMMIS  OPERATING  COMPANY,   an  Indiana   corporation,   has  adopted  and
established a profit sharing plan for its eligible  Employees in accordance with
the following terms and conditions:




ARTICLE I

                                                             Introduction


     Section  1.01.  Name.  The name of the Plan shall be the  "Emmis  Operating
Company Profit Sharing Plan."

     Section  1.02.  Effective  Date.  The terms and  conditions  of the Plan as
herein set forth shall be effective on and after March 1, 1997.

     Section 1.03.  Purpose.  The purpose of the Plan is to provide  retirement,
disability,  death  and  separation  benefits  for the  Participants  and  their
Beneficiaries.   To  provide  such  benefits,  the  Employers  propose  to  make
contributions  as herein  provided.  Such  contributions  and any income derived
therefrom  shall be for the  exclusive  benefit  of the  Participants  and their
Beneficiaries and shall not be used for, or diverted to, any other purpose.


<PAGE>


Emmis Operating Company - Profit Sharing Plan




                                   ARTICLE II

                                   Definitions

     For purposes of this Plan and any amendments  hereto,  the following  terms
when capitalized shall have the following  meanings,  unless a different meaning
is plainly required by the context:

     Section  2.01.  "Account"  shall  mean  an  Investment  Account  or a Stock
Account.

     Section  2.02.  "Affiliate"Error!  Bookmark  not  defined.  shall mean with
respect to an Employer (i) a member of a controlled  group of  corporations  [as
defined in Section  414(b) of the  Internal  Revenue Code as modified by Section
415(h)  of such  Code] of  which an  Employer  is a  member,  or (ii) a trade or
business  (whether or not  incorporated)  which is under common  control with an
Employer  [as  determined  in  accordance  with  Section  414(c) of the Internal
Revenue  Code  as  modified  by  Section  415(h)  of such  Code],  or  (iii)  an
organization  (whether or not  incorporated)  which is a member of an affiliated
service group [as defined in Section  414(m) of the Internal  Revenue Code,  but
excluding organizations whose employees, by reason of exceptions provided in any
final  regulations  promulgated  by the  Secretary of the Treasury or his or her
delegate under Section  414(m)(1) of such Code, are not aggregated with those of
the group for purposes of the employee  benefit  requirements  listed in Section
414(m)(4)  of such  Code] of which an  Employer  is a member,  or (iv) any other
entity  which is required  to be  aggregated  with an  Employer  pursuant to any
regulations  promulgated by the Secretary of the Treasury or his or her delegate
under Section 414(o) of the Internal Revenue Code.

     Section  2.03.   "Aggregate  Account"  shall  mean,  with  reference  to  a
Participant, the sum of all of such Participant's Accounts under the Plan.

     Section 2.04.  "Aggregate  Account Balance" shall mean, with reference to a
Participant and an Ending Date, the aggregate net balance of such  Participant's
Accounts under the Plan as of such Ending Date,  prior to making the adjustments
required  to be made as of such  Ending  Date  pursuant  to Clause  10.05(g)  of
Section 10.05 below and Clause 10.08(h) of Section 10.08 below, but after making
all other  adjustments  required to be made as of such  Ending Date  pursuant to
Sections 10.05 and 10.08 below.

     Section 2.05.  "Allocated Company Stock" shall mean shares of Company Stock
which have been allocated to a Participant's Stock Account and which continue to
be held in such Account.

     Section  2.06.  "Allocation  Account"  shall  mean  a  bookkeeping  account
established and maintained by the Committee pursuant to Section 10.02 below.
<PAGE>

     Section  2.07.  "Anniversary  Date"  shall  mean the first day of each Plan
Year.

     Section 2.08. "Annual Additions." [See Section 8.03 below.]

     Section 2.09. "Authorized Leave of Absence" shall include and be limited to
the following:

     Clause 2.09 (a). In the case of an individual who is absent from a position
     of employment (other than a temporary position) by reason of service in the
     uniformed services [as defined in 38 U.S.C. ss.4303(13)],  any absence from
     work after the  commencement  of such service and prior to the close of the
     period during which he or she is entitled to reemployment  under chapter 43
     of title 38 of the United States Code; and

     Clause 2.09 ((b).  In the case of any  Employee,  any absence  from work or
     withdrawal  from the  active  conduct of the  trades  and  businesses  with
     respect to which the Plan is maintained,  not in excess of two years, which
     is intended by the Employee  and his or her  Employer to be  temporary  and
     which,  at the request of the  Employee,  is  authorized in writing by such
     Employer for a definite  period of time not in excess of two years pursuant
     to a  personnel  practice  which,  as  applied to such  absences,  does not
     discriminate  in  favor of  Participants  who are  shareholders,  Partners,
     officers or Highly Compensated Employees of the Employers.

     Section 2.10. "Basis Account" means a bookkeeping  account  established and
maintained pursuant to Section 10.06 below.

     Section 2.11.  "Beneficiary" means the person or persons to whom a deceased
Participant's benefits are payable as provided in Section 11.06 below.

     Section  2.12.  "Committee"  shall  mean the  person or  persons  or entity
appointed to  administer  the Plan  pursuant to Section 3.01.
below.

     Section  2.13.  "Company"  shall  mean  Emmis  Operating  Company  and  any
successor thereto which shall continue the Plan pursuant to Section 19.01 below.

     Section 2.14. "Company Stock" means common stock of the Company.

     Section  2.15.  "Compensation"  means,  with  reference  to a Partner of an
Employer,  the amount of such Partner's  Earned Income from such Employer.  With
reference to any other Employee of an Employer,  "Compensation" means the amount
of such  Employee's  taxable pay from such  Employer  reportable on IRS Form W-2

<PAGE>

under section  3401(a) of the Internal  Revenue Code,  disregarding  limitations
based on the nature or the location of the  employment,  increased in respect of
Plan Years  beginning on or after March 1, 1998,  by  including  therein (i) any
Elective Salary  Reduction  Contributions or other Elective  Deferrals  excluded
therefrom  pursuant to section  402(e)(3) or  402(h)(1)(B) of such Code and (ii)
any amounts set aside by the  Employee  from  otherwise  taxable  income under a
welfare  benefit  plan  qualified  under  section 125 of such Code,  and further
increased,  in respect of Plan Years  beginning  on or after  March 1, 1999,  by
including  therein any amounts set aside by the Employee from otherwise  taxable
income under a  transportation  fringe  qualified  under section  132(f) of such
Code. An  individual  who works  primarily  for an  Affiliate,  who does no work
directly for the Company,  and who is  identified  in the payroll  records of or
relating to such Affiliate as an employee of such Affiliate, shall be deemed for
purposes of the Plan to receive his or her taxable pay from such Affiliate,  and
not from  the  Company  or any  other  Affiliate,  even if such  taxable  pay is
reported  on an IRS Form W-2  issued  by the  Company,  and even if he or she is
classified  for some or all other  purposes as an employee of the  Company.  The
foregoing  general  definition  of  "Compensation"  is subject to the  following
exceptions and special limitations:

     Clause 2.15 (a). For purposes of  determining  all benefits  provided under
     the Plan, "Compensation" as generally defined shall be adjusted as follows:

     (1)  "Compensation"  for such  purposes  shall be  decreased  by  excluding
     therefrom  non-cash  fringe  benefits,  payments made for group  insurance,
     hospitalization  or  similar  benefits,  amounts  paid  as  an  expense  or
     automobile allowance or as reimbursement for expenses incurred.

     (2)  "Compensation"  for such  purposes  shall be  decreased  by  excluding
     therefrom  disability pay, severance pay and amounts received under welfare
     benefit plans.

     (3)  "Compensation"  for  such  purposes  shall  be  reduced  by  excluding
     therefrom amounts paid to an Employee by an Employer during any period when
     such  Employee  was included in a recognized  bargaining  unit,  subject to
     collective bargaining between his or her exclusive  representative and such
     Employer,  unless the collective  bargaining  agreement  expressly provides
     otherwise.

     (4)  "Compensation"  for  such  purposes  shall  be  reduced  by  excluding
     therefrom  amounts  paid to an  Employee  during,  or  Earned  Income of an
     Employee attributable to, a period when such Employee was not a Participant
     or did not satisfy the eligibility requirements of Section 5.01.

     Clause 2.15 (b). For purposes of  determining  all benefits  provided under
     the Plan for any Plan Year, a  Participant's  "Compensation"  for such Plan
     Year shall be disregarded to the extent it exceeds the  Compensation Cap in
     effect for such Plan Year.  The term  "Compensation  Cap" means $200,000 as
     adjusted for increases in the  cost-of-living  in  accordance  with section
     401(a)(17)(B) of the Internal Revenue Code. The  cost-of-living  adjustment
     in  effect  for a  calendar  applies  to any Plan  Year  beginning  in such
     calendar year.
<PAGE>

     Clause 2.15 (c). For purposes of allocating  contributions  and forfeitures
     pursuant to Section 7.05, any Compensation of a Participant for a Plan Year
     at an annual rate  exceeding  Fifty  Thousand  Dollars  ($50,000)  shall be
     disregarded.

     Section  2.16.  "Determination  Date." [See Clause  4.02(f) of Section 4.02
below.]

     Section 2.17.  "Direct  Rollover" means an eligible  rollover  distribution
that is paid for the  benefit of the  distributee  directly  from this Plan into
another eligible  retirement plan, in accordance with Section  401(a)(31) of the
Internal Revenue Code. For this purpose,  "eligible  rollover  distribution" has
the meaning  assigned to it in Sections  402(c)(4) of such Code,  and  "eligible
retirement plan" has the meaning assigned to it in Section  401(c)(8)(B) of such
Code.

     Section  2.18.  "Early  Retirement  Date" of a  Participant  shall mean the
Ending Date of the Plan Year in which the latest of the following events occurs:
(i) the  Participant  attains the age of fifty nine and one half (59 1/2) years;
or (ii) the Participant  completes his or her tenth (10th) year of service.  For
purposes of this  section,  a year of service shall be a Plan Year for which the
Participant receives vesting credit pursuant to Section 12.03 below.

     Section 2.19. "Earned Income" shall mean, with reference to a Partner of an
unincorporated  Employer, the Partner's net earnings from self-employment in all
trades  and  businesses  with  respect to which the Plan is  maintained  by such
Employer and with  respect to which the personal  services of such Partner are a
material  income-producing  factor,  determined  with  regard to the  deductions
allowed to such  Partner  under  Section 404 of the  Internal  Revenue  Code for
contributions  by such Employer to this Plan or any other plan  qualified  under
Section  401(a)  of  such  Code,  and  determined   with  regard  to  all  other
modifications  provided under Section  401(c)(2)(A) of such Code. Such Partner's
Earned Income for any day of such Employer's  taxable year shall be deemed to be
an amount  equal to the quotient  obtained by dividing his or her Earned  Income
from such  Employer  for such taxable year by the number of days in such taxable
year.

     Section 2.20.  "Employee"  shall mean any person who properly is classified
in the payroll records of or relating to an Employer as a common-law employee of
such  Employer  or who is a Partner  of an  Employer;  provided,  however,  that
"Employee" shall not include common-law employees of an unincorporated  Employer
who are not employees of one or more of the trades and  businesses  with respect
to which such Employer  maintains the Plan;  provided  further,  that "Employee"
shall not  include a  non-resident  alien who  receives  no earned  income  from
<PAGE>

sources within the United States. An individual's  status as an "Employee" shall
be deemed to continue during any period when he or she is on an Authorized Leave
of  Absence.  For  purposes  of the Plan,  the  status of an  individual  who is
classified in the  applicable  payroll  records  otherwise  than as a common-law
employee shall not be changed  retroactively,  even if such classification later
is determined to have been  incorrect.  Solely for purposes of  determining  the
Employment  Commencement  Date of an Employee  pursuant to Section  2.22 and the
Hours of Service of an  Employee  pursuant  to Section  2.29,  "Employee"  shall
include persons who,  pursuant to an agreement between an Employer and a leasing
organization,  have  performed  services for such Employer [or for such Employer
and related persons to such Employer within the meaning of section  414(n)(6) of
the Internal Revenue Code] under such Employer's primary direction or control on
a substantially  full-time basis for at least one year, unless (i) such persons,
if considered Employees for all purposes,  would not constitute more than twenty
percent (20%) of the  Employers'  nonhighly  compensated  workforce  [within the
meaning  of  section  414(n)(5)(C)(ii)  of such  Code]  and  (ii)  such  leasing
organization  maintains  a plan  (A)  which  is a  money  purchase  plan  with a
nonintegrated  employer  contribution  rate for each participant of at least ten
percent  (10%) of  compensation,  (B)  which  provides  for  full and  immediate
vesting, and (C) in which each employee of the leasing organization  immediately
participates in such plan except for employees who perform  substantially all of
their  services  for the leasing  organization  or whose  compensation  from the
leasing  organization  during each of the four previous years has been less than
$1,000.  An individual  who works  primarily for an Affiliate,  who does no work
directly for the Company,  and who is  identified  in the payroll  records of or
relating to such Affiliate as an employee of such Affiliate, shall be treated as
an employee of such  Affiliate for purposes of the Plan,  and not as an employee
of the  Company  or of any  other  Affiliate,  even  if he or she is paid by the
Company,  and even if he or she is classified  for some or all other purposes as
an employee of the Company.

     Section 2.21. "Employer" shall mean the Company, any entity that adopts the
Plan pursuant to Section 16.01, below and any successor to the Company or to any
such entity in the event such successor  shall continue the Plan with respect to
its predecessor pursuant to Section 19.01 below. A sole proprietor who maintains
this Plan shall be deemed to be his or her own Employer, and a partnership which
maintains  this Plan shall be deemed to be the Employer of each of its Partners.
Any partnership  which adopts this Plan shall be considered as continuing unless
and until it  terminates  within the meaning of Section  708(b) of the  Internal
Revenue Code. In certain  contexts,  where required by the Internal Revenue Code
or ERISA or regulations promulgated thereunder,  "Employer" shall refer not only
to an  entity  maintaining  Plan  but  also  to any  entities  (including  other
Employers) required to be aggregated with such entity under Section 414(b), (c),
(m) or (o) of the Internal Revenue Code or under Section 210 of ERISA.

     Section 2.22.  "Employment  Commencement  Date" of an Employee shall be the
date on  which  such  Employee  first  performs  an Hour of  Service;  provided,
however,  that in the  case of an  Employee  who has had a  Forfeiture  Break in
Service  and  whose  service  prior to such  break is  disregarded  by reason of
Section 5.04 below, "Employment Commencement Date" shall mean the date following
such break on which such Employee first performs an Hour of Service.
<PAGE>

     Section  2.23.  "Ending  Date"  shall mean the last day of February of each
Plan Year.

     Section 2.24.  "Entry Date" shall mean March 1 and September 1 of each Plan
Year.

     Section 2.25.  "ERISA" shall mean the Employee  Retirement  Income Security
Act of 1974,  as amended from time to time.  References  to any section of ERISA
shall include any successor provision thereto.

     Section  2.26.  "5-Percent  Owner"  means,  with respect to a Plan Year, an
individual  who, at any time during such Plan Year,  owns (or is  considered  as
owning within the meaning of Section 318 of the Internal Revenue Code) more than
five  percent  (5%) of an  Employer  or  Affiliate.  In the case of a  corporate
Employer  or  Affiliate,  a  5-Percent  Owner  is an  individual  who owns or is
considered  to  own  (i)  more  than  five  percent  (5%)  of the  value  of the
outstanding  stock of such  Employer or Affiliate or (ii) more than five percent
(5%) of the  total  combined  voting  power  of all  stock of such  Employer  or
Affiliate.  In the case of an unincorporated  Employer or Affiliate, a 5-Percent
Owner is any  individual  who owns or is  considered  as  owning  more than five
percent (5%) of the capital or profits  interest in such  Employer or Affiliate.
The  determination of who is a 5-Percent Owner shall be made by the Committee in
accordance with Sections 401(a)(9)(C)(ii)(I) and 416(i)(1)(B)(i) of the Internal
Revenue Code.

     Section  2.27.  "Forfeiture  Break in Service"  means,  with  respect to an
Employee, an uninterrupted period comprised of five or more computation periods,
with respect to each of which computation periods the Employee incurs a One Year
Break in Service.  In determining the number of computation  periods within such
uninterrupted  period,  all computation  periods which overlap one or more other
computation  periods shall be counted as one computation period. For purposes of
Section 2.22 above and Article V below,  a computation  period shall be a period
of twelve (12)  consecutive  months  commencing  with the Employee's  Employment
Commencement   Date  or  any  Anniversary  Date  subsequent  to  the  Employee's
Employment  Commencement  Date. For all other purposes,  the computation  period
shall  be a  period  of  twelve  (12)  consecutive  months  commencing  with any
Anniversary Date.

     Section  2.28.  "Governing  Body" shall mean (i) in the case of a corporate
Employer,  the board of  directors of such  Employer;  or (ii) in the case of an
unincorporated Employer, the general partners or proprietor of such Employer.

     Section 2.28A. "Highly Compensated Employee" means, for any Plan Year, each
Employee  (i) who was a  5-Percent  Owner at any time during such Plan Year (the
"determination year") or the preceding Plan Year (the "look-back year"), or (ii)
who received  Compensation  from the Employers in excess of $80,000 [as adjusted
under section  414(q)(1) of the Internal Revenue Code] for the look-back year. A
former Employee who performs no service for an Employer or Affiliate  during the
determination  year shall be treated as a Highly  Compensated  Employee if he or
she was a Highly  Compensated  Employee for the Plan Year in which he or she has
or is deemed to have a severance from  employment or for any Plan Year ending on
or after his or her 55th birthday.
<PAGE>

     Section  2.29.  "Hour of  Service"  shall be defined as provided in Clauses
2.29(a) through 2.29(f) of this Section 2.29.

     Clause 2.29 (a). Included Service. "Hour of Service" means and includes all
     of the following:

          (1) Each hour for which an Employee  is paid,  or entitled to payment,
     for the  performance  of duties for an Employer or an Affiliate  during the
     applicable computation period.

          (2) Each hour for which an Employee  is paid,  or entitled to payment,
     by an Employer or an  Affiliate on account of a period of time during which
     no duties are  performed  due to  vacation,  holiday,  illness,  incapacity
     (including  disability),  layoff,  jury  duty,  military  duty or  leave of
     absence; provided,  however, that no more than five hundred one (501) Hours
     of Service  shall be  credited  under this  sub-clause  to an  Employee  on
     account of any single  continuous period during which the Employee performs
     no duties.

          (3) Each  hour for which  back  pay,  irrespective  of  mitigation  of
     damages,  is either  awarded or agreed to by an Employer or  Affiliate.  No
     hours shall be credited  under this  sub-clause if the same hours have been
     credited under sub-clause (1) or (2) above.

          (4) Each hour  [credited  on the basis of forty (40) hours per week or
     eight  (8)  hours  per  working  day]  during  which an  Employee  is on an
     Authorized Leave of Absence and for which he or she is not paid or entitled
     to be paid.

          (5) Each hour  (other  than an hour for which the  Employee is paid or
     entitled  to be paid)  during  which an Employee is engaged on behalf of an
     unincorporated  Employer in the active  conduct of a trade or business with
     respect to which such  Employer  then or later  maintains the Plan and with
     respect  to  which  the   services   of  such   Employee   are  a  material
     income-producing factor.

     Clause 2.29 (b).  Determination.  In the case of a payment which is made or
     due on account of a period during which an Employee performs no duties, and
     which results in the crediting of Hours of Service under  sub-clause (2) of
     Clause 2.29(a) above, or in the case of an award or agreement for back pay,
<PAGE>

     to the extent that such award or agreement is made with respect to a period
     described in sub-clause (2) of Clause 2.29(a) above, the number of Hours of
     Service to be credited shall be determined in accordance with paragraph (b)
     of the rules  published in 41 Fed.  Reg.  56474-77  (1976)  [codified as 29
     C.F.R.  ss.2530.200b-2(b)  (1984)],  which rules are incorporated herein by
     reference.  The  computation  period to which any Hour of Service  shall be
     credited shall be determined in accordance  with paragraph (c) of the rules
     published   in   41   Fed.   Reg.   56474-77   (1976)   [codified   as   29
     C.F.R.ss.2530.200b-2(c)  (1984)],  which rules are also incorporated herein
     by reference.

     Clause  2.29 (c).  Method of  Counting.  In the case of an  Employee  whose
     Compensation  is determined  on the basis of certain  amounts for each hour
     worked or whose hours are  required  to be counted and  recorded by federal
     law, Hours of Service shall be determined  from records of hours worked and
     hours for which payment is made or due. In the case of any other  Employee,
     Hours of Service  shall be  determined  on the basis of  bi-weekly  payroll
     periods,  with  ninety  (90)  Hours  of  Service  being  credited  for each
     bi-weekly  payroll period for which the Employee  would be required  (under
     the  general  rule)  to be  credited  with at least  one  Hour of  Service.
     Notwithstanding the special rule set forth in the preceding  sentence,  (i)
     in the  case of a  payment  described  in  paragraph  (b)(2)  of the  rules
     published  in  41  Fed.  Reg.   56474-77  (1976)  [codified  as  29  C.F.R.
     ss.2530.200b-2(b)(2)  (1984)]  (relating  to payments  which  result in the
     crediting  of Hours of  Service  for  periods  during  which no duties  are
     performed due to vacation,  illness,  etc., but which are not calculated on
     the basis of units of time),  the number of Hours of Service to be credited
     shall be determined  in the same manner as under the general rule;  (ii) in
     the case of a payment to such an Employee  that is  calculated on the basis
     of a unit of time longer  than a bi-weekly  payroll  period,  the  Employee
     shall be credited with the number of bi-weekly  payroll  periods which,  in
     the course of his or her regular  work  schedule,  would be included in the
     unit of time on the basis of which the payment is calculated; and (iii) all
     Hours of Service to be credited with respect to a bi-weekly  payroll period
     that  extends  into two (2)  computation  periods  shall be credited to the
     second computation period.

     Clause 2.29 (d). Service With Other Entities. An Employee shall be credited
     with Hours of Service  without  regard to whether he or she qualified as an
     Employee during the period with respect to which they are credited. When an
     entity  becomes an Employer,  Hours of Service shall be credited in respect
     of prior  service with such  entity,  just as though such entity had always
     been an Employer.  However,  when an entity ceases to be either an Employer
     or an Affiliate, Hours of Service shall not be credited with respect to any
     subsequent period of service with such entity.  Periods of service with the
     predecessor of an Employer generally shall be treated as periods of service
     with such Employer.  [Although service with an entity prior to its becoming
     an  Affiliate is counted,  it is noted that  vesting  credit for such prior
     service  is  limited  or denied as  provided  in  Sections  12.04 and 20.08
     below.]
<PAGE>

     Clause 2.29 (e).  Reemployment  Following  Military Service . An individual
     who is  reemployed  by an Employer  or  Affiliate  following  an absence by
     reason of qualified  military service,  and for whom restoration rights are
     provided under Section 19.04,  shall receive  retroactive  credit upon such
     reemployment  for the Hours of Service  which  would have been  credited to
     such individual but for such absence. If the Committee cannot determine how
     many Hours of Service  would have been so credited,  Hours of Service shall
     be  credited  on the basis of 40 hours per week or eight  hours per working
     day. No Hours of Service shall be credited  under this Clause to the extent
     the same Hours of Service have been credited  under any other  provision of
     this Section 2.29.

     Clause 2.29 (f).  Maternity  or  Paternity  Leave.  Solely for  purposes of
     determining  whether an Employee  incurs a One Year Break in Service  under
     any  provisions  of this  Plan,  an  Employee  who is absent  from work for
     maternity  or  paternity  reasons  shall  receive  credit  for the Hours of
     Service which would  otherwise  have been credited to such Employee but for
     such absence.  If the Committee  cannot determine how many Hours of Service
     would have been so credited,  the Employee  shall receive  credit for eight
     (8) Hours of Service  per day of such  absence.  The  Committee  shall only
     credit the number of Hours of Service  [up to five  hundred one (501) Hours
     of Service]  necessary  to prevent the Employee  from  incurring a One Year
     Break in Service. The Committee shall credit all Hours of Service described
     in this clause to the computation period in which the absence begins or, if
     such Hours of Service are not needed to prevent a One Year Break in Service
     in  such  computation  period,  to the  immediately  following  computation
     period.  For purposes of this clause, an absence from work for maternity or
     paternity  reasons  means an  absence  by  reason of the  pregnancy  of the
     Employee,  by reason of the birth of a child of the Employee,  by reason of
     the placement of a child with the Employee in connection  with the adoption
     of such child by the Employee, or for purposes of caring for such child for
     a period beginning immediately following such birth or placement.  If Hours
     of Service  with  respect to an absence are  required  to be credited  both
     under  sub-clause  (2) or (4) of Clause 2.29(a) above and under this Clause
     2.29(f),  Hours of Service shall be credited under this Clause 2.29(f) only
     to the extent they exceed, in the case of any computation period, the Hours
     of Service  required to be credited  under  sub-clause (2) or (4) of Clause
     2.29(a) above.  No Hours of Service shall be credited  pursuant this Clause
     2.29(f) with respect to a period of absence beginning prior to May 1, 1985.

     Section 2.30. "Initial Effective Date" shall mean March 1, 1986.
<PAGE>

     Section 2.31.  "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time. References to any section of the Internal
Revenue Code shall include any successor provision thereto.

     Section 2.32.  "Investment Account" means a bookkeeping account established
and  maintained  by the Committee  pursuant to Clause  10.01(a) of Section 10.01
below.

     Section 2.33.  "Key  Employee." [See Clause 4.02(a) of Section 4.02 below.]

     Section 2.34. "Minimum  Contribution"  shall mean an Employer  contribution
which is required to be made by reason of Section 6.02 and which is allocable to
a Participant's Account pursuant to Section 7.03.

     Section 2.35.  "Normal  Retirement  Date" of a  Participant  shall mean the
Participant's sixty-fifth (65th) birthday.

     Section 2.36.  "One Year Break in Service" shall mean a computation  period
of twelve (12)  consecutive  months  during  which an Employee  has five hundred
(500)  or fewer  Hours  of  Service.  For  purposes  of  Article  V  below,  the
computation  period  shall  be  a  period  of  twelve  (12)  consecutive  months
commencing with the Employee's  Employment  Commencement Date or any Anniversary
Date subsequent to the Employee's  Employment  Commencement  Date. For all other
purposes,  the computation  period shall be a period of twelve (12)  consecutive
months commencing with any Anniversary Date.

     Section 2.37.  "Owner-Employee"  means an individual who, at the time as of
which  such  status is being  determined,  (i) owns the  entire  interest  in an
unincorporated  trade or business,  or (ii) in the case of a  partnership,  is a
partner who owns more than ten percent  (10%) of either the capital  interest or
the profits interest, or both, of the partnership.

     Section  2.38.   "Participant"   shall  mean  an  Employee  who  becomes  a
Participant in the Plan as provided in Section 5.02 below. A Participant  ceases
to be a  Participant  when he or she ceases to be an  Employee  and all funds to
which he or she is entitled  under the Plan have been  distributed in accordance
with the Plan.

     Section 2.39.  "Partner"  shall mean an  individual  who is a proprietor or
partner of an  unincorporated  Employer  and who,  in the  taxable  year of such
Employer with respect to which the  determination  of his or her status is being
made,  (i) has net earnings  from  self-employment  in a trade or business  with
respect to which such Employer  maintains the Plan and with respect to which his
or her personal  services are a material  income-producing  factor or (ii) would
have had such net  earnings  but for the fact such trade or business  had no net
profits for such taxable year.
<PAGE>

     Section  2.40.  "Permissive  Aggregation  Group."  [See  Clause  4.02(d) of
Section 4.02 below.]

     Section 2.41.  "Plan" shall mean the Emmis Operating Company Profit Sharing
Plan as set forth in this document, and as hereafter amended.

     Section 2.42. "Plan Year" shall mean a twelve (12) consecutive month period
beginning on the first day of March and ending on the last day of the  following
February.

     Section  2.43.  "Prior  Plan"  shall  mean the  provisions  of this Plan as
amended  and  restated on June 14,  1996,  effective  as of March 1, 1989.  This
restatement of the Plan incorporates  numerous amendments to the Prior Plan that
were adopted prior to the adoption of the restated Plan.

     Section  2.44.  "Profit  Sharing   Contribution"  shall  mean  an  Employer
contribution  which is allocable to the Accounts of a Participant  in accordance
with Section 7.05.

     Section  2.45.  "Qualified  Domestic  Relations  Order"  means  a  domestic
relations order that is determined to be qualified within the meaning of Section
414(p) of the Internal Revenue Code, as provided in Section 11.07 below.

     Section 2.46. "Required  Aggregation Group." [See Clause 4.02(e) of Section
4.02 below.]

     Section  2.47.  "Required  Beginning  Date"  means,  with  reference  to  a
Participant, April 1 of the calendar year immediately following the later of (i)
calendar year in which the Participant  attains age 70-1/2 or (ii) if so elected
by the  Participant,  the  calendar  year  in  which  the  Participant  retires;
provided,  however,  that the Required Beginning Date for a Participant who is a
5-Percent  Owner with  respect  to the  calendar  year in which the  Participant
attains age 70-1/2,  is April 1 of the calendar year  immediately  following the
calendar year in which the Participant attains age 70-1/2.

     Section 2.47A. "Restoration  Contribution" " means an Employer contribution
that is made for the purpose of restoring Minimum Contributions,  is required to
be  made  pursuant  to  Section  6.10,  and is  allocable  to the  Account  of a
Participant pursuant to Section 7.03.

     Section  2.48.   "Retirement   Date"  of  a  Participant   shall  mean  the
Participant's Early Retirement Date or Normal Retirement Date,  whichever occurs
first.

     Section 2.49. "Stock  Account"means a bookkeeping  account  established and
maintained by the Committee pursuant to Clause 10.01(b) of Section 10.01 below.
<PAGE>

     Section 2.50.  "Termination of Employment" shall mean the termination of an
individual's  status as an  Employee,  irrespective  of whether  the  individual
receives or is entitled to receive  from an Employer any payment on account of a
period of time  thereafter  during  which he or she performs no services for the
Employers;  provided, however, that an Employee who is on an Authorized Leave of
Absence shall not be deemed to have lost his or her status as an Employee  until
such  Authorized  Leave of Absence shall have expired  without his or her having
reacquired  such  status.  An  Employee  who  separates  from the service of one
Employer but continues in the service of another Employer shall not be deemed to
have incurred a Termination of Employment by reason of such separation.

     Section 2.51. "Top Heavy Plan." [See Clause 4.02(b) of Section 4.02 below.]

     Section  2.52.  "Top Heavy  Ratio."  [See  Clause  4.02(c) of Section  4.02
below.]

     Section  2.53.  "Total and Permanent  Disability"  shall mean any medically
determinable physical or mental impairment which renders a Participant unable to
engage in any substantial  gainful  activity and which can be expected to result
in death or to be of long-continued and indefinite duration.  This definition is
intended to  correspond to the  definition  of  "disabled"  contained in Section
72(m)(7) of the Internal Revenue Code.

     Section 2.54.  "Trust" shall mean the legal entity resulting from the Trust
Agreement  between  the  Employers  and the  Trustee to receive  the  Employers'
contributions,  and to hold,  invest and disburse funds to or for the benefit of
Participants and their Beneficiaries.

     Section 2.55.  "Trust Agreement" shall mean the trust agreement between the
Employers and the Trustee pursuant to which the Trust is established.

     Section 2.56.  "Trust Fund" shall mean the total of  contributions  made by
the Employers to the Trust  pursuant to the Plan,  increased by profits,  gains,
income and recoveries received, and decreased by losses, depreciation,  benefits
paid and  expenses  incurred  in the  administration  of the  Trust.  Trust Fund
includes all assets  acquired by investment and  reinvestment  which are held in
the Trust by the Trustee.

     Section  2.57.  "Trustee"  shall  mean the party or parties  individual  or
corporate,  named in the Trust Agreement as trustee or trustees thereunder,  and
any  duly  appointed   additional  or  successor   trustee  or  trustees  acting
thereunder.

     Section  2.58.  "Unallocated  Company  Stock"  shall mean shares of Company
Stock  which are held in the  Allocation  Account  (i.e.,  all shares of Company
Stock held in the Trust Fund other than Allocated Company Stock).

     Section 2.59.  "Year of Service".  (See Section 5.03 and Clause 12.03(c) of
Section 12.03 below.)

<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE III

                                 Administration

     Section 3.01.  Appointment of Committee.  The Governing Body of the Company
shall  appoint a Committee of from one to five persons to  administer  the Plan.
The members of the Committee  shall serve at the pleasure of the Governing  Body
of the Company.

     Section 3.02. Name and Function of Committee.  The Committee shall be known
as the  Emmis  Operating  Company  Profit  Sharing  Committee.  It  shall be the
"administrator"  of the Plan as defined in Section  3(16)(A) of ERISA and,  with
respect to the management,  operation and  administration  of the Plan, shall be
the "named fiduciary" of the Plan as referred to in Section 402(a) of ERISA.

     Section  3.03.  Responsibilities  of  Committee.  The  Committee  shall  be
responsible for the  management,  operation and  administration  of the Plan. It
shall  determine  the  eligibility  of  Employees  to  participate  in the Plan,
determine how Employer contributions (and forfeitures  attributable thereto) are
to be allocated among the Accounts of Participants,  keep records containing all
relevant data  pertaining  to any and all persons  affected by the Plan and such
persons' rights under it, receive claims for benefits under the Plan,  determine
the  eligibility  of  claimants  for the  receipt  of  benefits  under the Plan,
determine the amount and manner of payment of benefits under the Plan, authorize
the payment of benefits  under the Plan,  and decide any disputes that may arise
under the  terms of the Plan  relative  to the  rights  of  Employees,  past and
present,  and their  Beneficiaries.  It shall have  discretionary  authority  to
interpret the  provisions of the Plan, to grant or deny benefits  under the Plan
and to determine any question arising in connection with  administration  of the
Plan,  including  the  remedying of any  omission,  inconsistency  or ambiguity.
Except as  otherwise  provided  in  respect  of  appeals  from  adverse  benefit
determinations,  any decision or action of the Committee shall be conclusive and
binding upon any and all persons  claiming to have an interest Plan or Trust. It
shall maintain  individual Accounts for each Participant and shall determine and
redetermine as of each Ending Date, on the basis of such Accounts, the Aggregate
Account Balance of each  Participant.  It shall  determine and redetermine  with
respect to each  Participant,  and as of each Ending  Date,  the  nonforfeitable
percentage of such Participant's Aggregate Account Balance.

     Section  3.04.  Powers of Committee.  The  Committee  shall have all powers
necessary to  administer  the Plan in accordance  with its terms,  including the
power to  construe  the Plan,  the power to make rules and  regulations  for the
administration  of the Plan, and the power to incur and authorize payment out of
the Trust Fund of  reasonable  expenses for the  administration  of the Plan and
Trust.
<PAGE>

     Section 3.05. Organization and Operation of Committee.  The majority of the
members of the Committee shall constitute a quorum,  and the act of the majority
of the  members  of the  Committee  present at any  meeting at which  there is a
quorum shall be the act of the Committee.  The Committee may take action without
a meeting if, prior to such action,  written  consents thereto are signed by all
of the members of the  Committee.  The Committee  shall appoint a Chairman and a
Secretary from among its members.  The Chairman shall preside at all meetings of
the Committee. The Secretary shall keep a record of all meetings and acts of the
Committee  and shall have the care and custody of all  documents  and records of
the Committee.  All communications from the Committee to the Trustee shall be in
writing and signed by the Secretary. Any documents required to be filed with, or
notice required to be given to, the Committee will be properly filed or given if
mailed or delivered to the Secretary in care of the Company. The Secretary shall
be the Plan's agent for the service of legal  process as referred to in Sections
102(b) and 502(d)(l) of ERISA.

     Section 3.06.  Discretionary  Acts.  Whenever the  Committee  exercises any
discretionary authority under the Plan that will affect the benefits, rights and
privileges of a Participant,  it shall do so uniformly, so that all Participants
similarly  situated  shall be  similarly  treated.  In the event  the  Committee
exercises any  discretionary  authority  with respect to a Participant  who is a
member  of  the  Committee,   such  authority  shall  be  exercised  solely  and
exclusively by those members of the Committee other than such  Participant,  or,
if such Participant is the sole member of the Committee, such authority shall be
exercised solely and exclusively by the Governing Body of the Company.

     Section 3.07. Allocation and Delegation of Committee Responsibilities.  The
Committee may, upon approval of a majority of its members, allocate among any of
its members,  or delegate to any other person,  firm or corporation,  any of its
responsibilities.  Any such allocation or delegation shall be made pursuant to a
written instrument executed by a majority of the members of the Committee.

     Section  3.08.   Retention  of   Consultants.   The  Committee  may  engage
accountants,  attorneys,  physicians  and  such  other  personnel  as  it  deems
necessary  or  advisable.  The  functions  of any  such  person  engaged  by the
Committee  shall be limited to the specific  services and duties for which he or
she is  engaged,  and such person  shall have no other  duties,  obligations  or
responsibilities  under the Plan.  Such persons shall exercise no  discretionary
control  respecting  the management of the Plan or the management or disposition
of the  assets  of the  Trust.  The  fees  and  costs  of such  services  are an
administrative  expense of the Plan to be paid out of the Trust Fund,  except to
the extent such fees and costs are paid by one or more Employers,  and except as
provided in Section 10.11 below.

     Section 3.09.  Indemnification of Members of Committee. In the event and to
the extent not insured against by any insurance  company  pursuant to provisions
of any applicable  insurance policy,  the Company shall indemnify the members of
the  Committee  and their  assistants  and  representatives  against any and all
claims, loss, damages, expense (including reasonable counsel fees), arising from
any action or failure to act in connection  with the Plan or Trust,  except that
such  indemnification  shall not apply to any such person for such person's acts
of willful misconduct in connection with the Plan or Trust.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                   ARTICLE IV

                            Top Heavy Plan Provisions

     Section 4.01. Top Heavy Plan Requirements.  If the Plan is or becomes a Top
Heavy Plan for any Plan Year, the provisions of this Article IV shall  supersede
any  conflicting  provisions  of the Plan for such Plan Year.  For any such Plan
Year, the Plan shall satisfy the following statutory  requirements:  the special
vesting  requirements of Section 416(b) of the Internal Revenue Code as provided
in Clause  12.03(b)  of Section  12.03  below;  the special  minimum  allocation
requirements  of Section  416(c) of the  Internal  Revenue  Code as  provided in
Section  6.02 below;  and, in respect of Plan Years  beginning  before  March 1,
2000, the  requirement  for adjusting the  denominators  of the Defined  Benefit
Fraction and Defined Contribution  Fraction under Section 415(h) of the Internal
Revenue Code as provided in Section 8.05 below.

     Section  4.02.  Top Heavy  Definitions.  For  purposes of this Plan and any
amendments hereto, the following terms when capitalized shall have the following
meanings, unless a different meaning is plainly required by the context:

     Clause  4.02  (a).  "Key  Employee"  shall  mean,  with  reference  to  any
     Determination  Date, any Employee or former Employee (and the Beneficiaries
     of such  Employee)  who at any time  during the  determination  period with
     respect to such  Determination  Date was:  (i) an officer of an Employer or
     Affiliate,  if such individual's annual compensation from all Employers and
     Affiliates,  for any Plan Year within such determination  period during all
     or part of which he or she was an officer,  exceeded fifty percent (50%) of
     the dollar limitation in effect under Section  415(b)(1)(A) of the Internal
     Revenue  Code in which  such Plan  Year  ended;  (ii) an owner  (or  person
     considered an owner under Section 318 of the Internal  Revenue Code) of one
     of the ten (10)  largest  interests  in an Employer or  Affiliate,  if such
     interest  exceeded  one half of one  percent  (1/2%) and such  individual's
     annual  compensation  from all Employers and Affiliates,  for any Plan Year
     within  such  determination  period  during all or part of which his or her
     interest  was one of the ten (10)  largest,  exceeded  one hundred  percent
     (100%) of the dollar limitation under Section  415(c)(1)(A) of the Internal
     Revenue Code for the calendar  year in which such Plan Year ended;  (iii) a
     5-Percent  Owner of an Employer or Affiliate;  or (iv) a 1-percent owner of
     an Employer or Affiliate whose annual  compensation  from all Employers and
     Affiliates,  for any Plan Year within such determination  period during all
<PAGE>

     or any part of which he or she was a  1-percent  owner,  was more  than one
     hundred  fifty  thousand  dollars  ($150,000).  Annual  compensation  means
     compensation as defined in Section  415(c)(3) of the Internal Revenue Code,
     but  including  amounts  contributed  by an  Employer  pursuant to a salary
     reduction  agreement which are excludable from the Employee's  gross income
     under Section 125, Section 132(f)(4),  Section 402(a)(8), Section 402(h) or
     Section 403(b) of the Internal  Revenue Code. The  determination  period is
     the Plan Year containing the Determination Date and the four preceding Plan
     Years.  The  determination  of who is a Key  Employee  shall be made by the
     Committee in accordance with Section 416(i)(1) of the Internal Revenue Code
     and the regulations  promulgated by the Secretary of the Treasury or his or
     her delegate thereunder.

     Clause  4.02 (b).  "Top Heavy Plan" means for any Plan Year that any of the
     following conditions exist:

          (1) if the Top Heavy Ratio for this Plan exceeds  sixty  percent (60%)
     and this Plan is not part of any Required  Aggregation  Group or Permissive
     Aggregation Group;

          (2) if this  Plan is a part of a  Required  Aggregation  Group but not
     part of a  Permissive  Aggregation  Group and the Top Heavy  Ratio for such
     Required Aggregation Group exceeds sixty percent (60%);

          (3) if this Plan is a part of a Required Aggregation Group and part of
     a Permissive  Aggregation Group and the Top Heavy Ratio for such Permissive
     Aggregation Group exceeds sixty percent (60%).

     Clause  4.02  (c).  "Top  Heavy  Ratio"  means,   with   reference  to  any
     Determination Date, the following:

          (1) If one or more of the  Employers  and  Affiliates  maintain one or
     more defined contribution plans, and if none of the Employers or Affiliates
     have  maintained any defined benefit plan which during the five year period
     ending on such Determination  Date has had accrued benefits,  the Top Heavy
     Ratio for this Plan alone,  or for the Required or  Permissive  Aggregation
     Group as appropriate,  is a fraction,  the numerator of which is the sum of
     the account  balances of all Key  Employees as of such  Determination  Date
     (including  any part of any account  balance  distributed  in the five year
     period ending on such Determination  Date), and the denominator of which is
     the sum of all account balances  (including any part of the account balance
     distributed  in the five year period  ending on such  Determination  Date),
     both computed in accordance  with Section 416 of the Internal  Revenue Code
     and the regulations  promulgated by the Secretary of the Treasury or his or
     her delegate thereunder.  Both the numerator and the denominator of the Top
     Heavy Ratio shall be  adjusted  to reflect any  contribution  which has not
     been made as of such Determination  Date, but which is required to be taken
     into account on that date under  Section 416 of the  Internal  Revenue Code
     and the regulations  promulgated by the Secretary of the Treasury or his or
     her delegate thereunder.
<PAGE>

          (2) If one or more of the  Employers  and  Affiliates  maintain one or
     more defined  contribution  plans,  and if one or more of the Employers and
     Affiliates  maintain or have  maintained one or more defined  benefit plans
     which during the five year period ending on such Determination Date has had
     any accrued  benefits,  the Top Heavy Ratio for any Required or  Permissive
     Aggregation  Group as appropriate is a fraction,  the numerator of which is
     the sum of account balances under the aggregated defined  contribution plan
     or plans for all Key Employees  [determined in accordance with Subparagraph
     (1) above of this Clause 4.02(c)] and the present value of accrued benefits
     under the aggregated defined benefit plan or plans for all Key Employees as
     of such Determination  Date, and the denominator of which is the sum of the
     account balances under the aggregated  defined  contribution  plan or plans
     for all participants  [determined in accordance with Subparagraph (1) above
     of this Clause 4.02(c)] and the present value of all accrued benefits under
     the aggregated  defined  benefit plan or plans for all  participants  as of
     such  Determination  Date, all determined in accordance with Section 416 of
     the Internal Revenue Code and the regulations  promulgated by the Secretary
     of the Treasury or his or her  delegate  thereunder.  The accrued  benefits
     under a defined  benefit plan in both the numerator and the  denominator of
     the Top Heavy Ratio shall be adjusted  for any  distribution  of an accrued
     benefit made in the five year period ending on such Determination Date.

          (3) For purposes of Subparagraphs  (1) and (2) of this Clause 4.02(c),
     the value of account  balances  and the present  value of accrued  benefits
     will be determined in the case of each plan as of the most recent valuation
     date for such plan that falls within the twelve (12) month period ending on
     the Determination  Date for such plan, except as provided in Section 416 of
     the Code and the  regulations  promulgated by the Secretary of the Treasury
     or his or her delegate  thereunder for the first and second plan years of a
     defined  benefit  plan.  The account  balances  and accrued  benefits of an
     individual  who has not performed any service for any Employer  maintaining
     such plan during the five year  period  ending on such  Determination  Date
     shall be  disregarded.  The  calculation  of the Top Heavy  Ratio,  and the
     extent to which  distributions,  rollovers,  and  transfers  are taken into
     account  shall  be made in  accordance  with  Section  416 of the  Internal
     Revenue  Code  and the  regulations  promulgated  by the  Secretary  of the
     Treasury  or  his  or  her   delegate   thereunder.   Deductible   employee
     contributions shall not be taken into account for purposes of computing the
     Top Heavy Ratio. When aggregating  plans, the value of account balances and
     accrued benefits shall be calculated with reference to Determination  Dates
     for such plans that fall within the same calendar year. The accrued benefit
     of a Participant  other than a Key Employee  will be  determined  under the
     method,  if any,  that  uniformly  applies for accrual  purposes  under all
     defined  benefit plans  maintained  by an Employer or an Affiliate,  or, if
     there is no such uniform method,  determined as if such benefit accrued not
     more  rapidly  than  the  slowest  rate  of  accrual  permitted  under  the
     fractional rule of Section 411(b)(1)(c) of the Internal Revenue Code.
<PAGE>

     Clause 4.02 (d). "Permissive Aggregation Group" shall mean a group of plans
     consisting of the Required  Aggregation Group plus any other qualified plan
     or plans of an Employer or Affiliate  which,  if considered as a group with
     the Required Aggregate Group, would continue to satisfy the requirements of
     Section 401(a)(4) and 410 of the Internal Revenue Code.

     Clause 4.02 (e).  "Required  Aggregation Group" shall mean, with respect to
     any Determination Date:

          (1) Each qualified plan (including terminated plans) of an Employer or
     Affiliate in which at least one Key Employee has  participated  at any time
     during the five year period ending on such Determination Date, and;

          (2) Any other qualified plan of an Employer or Affiliate which enables
     a plan  described in  Subparagraph  (1) of this Clause  4.02(e) to meet the
     requirements  of Section  401(a)(4) or Section 410 of the Internal  Revenue
     Code.

     Clause 4.02 (f).  "Determination  Date" shall mean,  with respect to a plan
     year of this or another  qualified plan, the last day of the preceding plan
     year of such plan or, if such plan year is the first plan year of the plan,
     the last day of such first plan year.


<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                   ARTICLE V

                          Eligibility and Participation

     Section 5.01.  Eligibility.  An individual shall be eligible to participate
in the Plan if: (i) he or she is an  Employee,  (ii) he or she has  attained the
age of 18 years;  and (iii) at least six  months  have  passed  since his or her
Employment Commencement Date; provided, however, that Employees who are included
in a recognized  bargaining unit,  subject to collective  bargaining between the
exclusive representative of such Employees and one or more Employers,  shall not
be  eligible  to  participate  in the  Plan  unless  the  collective  bargaining
agreement  expressly  provides for their  inclusion as Participants in the Plan;
provided further,  that an Employee who is hired with an expectation on the part
of his or her Employer  that he or she will  continue to be an Employee for less
than one year or will  complete  fewer  than 1,000  Hours of Service  during the
first 12 months of his or her employment shall not be eligible to participate in
the Plan until he or she has completed one year of service.

     Section 5.02.  Period of Participation.  An individual shall  automatically
become a Participant in the Plan as of the first Entry Date  coinciding  with or
following the date on which he or she first satisfies all of the requirements of
Section 5.01 above,  if he or she continues to satisfy all of such  requirements
on such Entry Date,  otherwise as of the first Entry Date thereafter on which he
or she again satisfies all of such requirements.  Notwithstanding the foregoing,
an  individual  who  (i) is no  longer  an  Employee  on the  first  Entry  Date
coinciding with, or next following,  the date on which he or she first satisfies
all of the requirements of Section 5.01 and (ii) again becomes an Employee after
such  Entry  Date  without  incurring  a  Forfeiture  Break  in  Service,  shall
automatically  become a Participant in the Plan  immediately upon again becoming
an Employee.  Each Participant shall be notified that he or she is a Participant
and shall be provided with such information as is required by statute within the
time  prescribed for providing such  information.  Once an Employee has become a
Participant,  he or she shall continue to be a Participant until he or she is no
longer an Employee  and all funds to which he or she is entitled  under the Plan
have been distributed.

     Section 5.03. "Year of Service" Defined . For purposes of this Article V, a
year of service shall be a period of twelve (12) consecutive months,  commencing
with  the  Employee's  Employment  Commencement  Date,  or  commencing  with any
Anniversary  Date  subsequent to the Employee's  Employment  Commencement  Date,
during which the Employee completes one thousand (1,000) Hours of Service.

     Section 5.04. Breaks in Service.  For purposes of this Article V, except as
provided in Section 5.05 below,  years of service  ending prior to the beginning
of any Forfeiture Break in Service shall not be taken into account if the number
of One Year Breaks in Service included in such Forfeiture Break in Service equal
or exceeds the  aggregate  number of years of service  prior to the beginning of
such  Forfeiture  Break in Service.  Such  aggregate  number of years of service
shall not include any years of service  disregarded under the preceding sentence
by reason of prior breaks in service.
<PAGE>

     Section 5.05.  Former  Participants . A former  Participant  shall become a
Participant  immediately upon his or her again becoming an Employee if (i) he or
she had a  nonforfeitable  right  to all or any  portion  of his or her  Account
balances  derived  from  Employer  contributions  at  the  time  of  his  or her
Termination of Employment;  or (ii) his or her Termination of Employment did not
result in a Forfeiture Break in Service;  or (iii) the number of consecutive One
Year Breaks in Service that resulted from his or her  Termination  of Employment
did not  equal or exceed  the  aggregate  number of his or her years of  service
ending prior to the end of the first such One Year Break in Service.



<PAGE>

Emmis Operating Company - Profit Sharing Plan



                                   ARTICLE VI

                             Employer Contributions

     Section  6.01.  Determination  of  Contributions.  For each of its  taxable
years, an Employer shall  contribute to the Trust Fund cash or Company Stock, or
a combination  thereof, in such amounts as its Governing Body shall determine by
resolution  adopted  prior to the due date  (including  extensions  thereof) for
filing its federal  income tax return for such taxable  year.  Shares of Company
Stock  shall be  valued  at the fair  market  value  thereof  at the time of the
contribution.  An Employer's contributions pursuant to this Section 6.01 for any
taxable year of such Employer (i) shall not exceed the  limitations  provided in
Article  VIII  below and (ii)  shall not exceed  the  amount  such  Employer  is
permitted  to deduct  for  federal  income tax  purposes  pursuant  to  Sections
404(a)(3)  and  404(a)(8)  of the  Internal  Revenue Code [as limited by Section
404(a)(7) of such Code].  An  Employer's  contribution  pursuant to this Section
6.01 shall be credited to the  Allocation  Account until  allocated  pursuant to
Article VII below. With respect to Participants who are subject to Section 16 of
the  Securities  Exchange  Act of 1934  with  reference  to  Company  Stock,  an
Employer's  contribution  under  this  Section  6.01  shall  be  subject  to the
provisions of Section 9.05 below.

     Section 6.02. Minimum Contributions. For any Plan Year in which the Plan is
a Top Heavy Plan, the employer  contribution rate for each Participant who is an
Employee on the Ending Date of such Plan Year and who is not a Key  Employee for
such Plan Year shall not be less than the  minimum  employer  contribution  rate
determined  in accordance  with this Section 6.02. If the employer  contribution
rate for such a  Participant  otherwise  would be less  than such  minimum,  the
Employers  shall make a Minimum  Contribution  on behalf of such  Participant in
such  amount as may be needed so that the  employer  contribution  rate for such
Participant   for  such  Plan  Year  will  equal  such  minimum.   Such  minimum
contribution shall be made without regard to whether such Participant  completed
one thousand  (1,000) Hours of Service  during such Plan Year and without regard
to such Participant's Compensation for such Plan Year. Such minimum contribution
rate  shall be  determined  in  accordance  with and shall be subject to Clauses
6.02(a) through 6.02(d) of this Section 6.02.

     Clause  6.02 (a). If for such Plan Year this Plan is not part of a Required
     Aggregation  Group  that  includes  a Defined  Benefit  Plan,  the  minimum
     employer  contribution  rate for such Plan  Year for each such  Participant
     shall be the  lesser  of:  (i)  three  percent  (3%) of such  Participant's
     Compensation for such Plan Year, or (ii) the highest employer  contribution
     rate for any Key Employee for such Plan Year.

     Clause  6.02 (b).  If for such  Plan  Year this Plan is part of a  Required
     Aggregation  Group that  includes one or more Defined  Benefit  Plans,  the
     minimum  employer  contribution  rate for such  Plan  Year,  for each  such
     Participant  who  participates in one or more of such Defined Benefit Plans
     for a Plan Year of the Defined  Benefit  Plan ending in the  calendar  year
     which  includes  the Ending Date of such Plan Year,  shall be five  percent
     (5%) of such Participant's Compensation for such Plan Year.
<PAGE>

     Clause  6.02 (c).  If for such  Plan  Year this Plan is part of a  Required
     Aggregation  Group that  includes one or more Defined  Benefit  Plans,  the
     minimum  employer  contribution  rate for such  Plan  Year,  for each  such
     Participant who does not participate in one or more of such Defined Benefit
     Plans for the Plan Year of the Defined  Benefit Plan ending in the calendar
     year which includes the Ending Date of such Plan Year,  shall be the lesser
     of: (i) three percent (3%) of such Participant's Compensation for such Plan
     Year, or (ii) the highest employer  contribution  rate for any Key Employee
     for such Plan Year. In  determining  the employer  contribution  rate for a
     Participant  who is not a Key Employee for such Plan Year,  there shall not
     be taken into account any employer  contributions  attributable to a salary
     reduction or similar arrangement under any other defined  contribution plan
     maintained  by an  Employer  or  Affiliate.  In  determining  the  employer
     contribution  rate for any  Participant who is a Key Employee for such Plan
     Year, such contributions shall be taken into account.

     Clause  6.02 (d).  For  purposes  of Clauses  6.02(a),  6.02(b) and 6.02(c)
     above, the employer  contribution rate for a participant for a Plan Year is
     the  rate  obtained  by  dividing  (i)  the  employer   contributions   and
     forfeitures  allocated  to such  Participant  for such Plan Year under this
     Plan and all other Defined  Contribution Plans maintained by an Employer or
     Affiliate by (ii) the  Participant's  Compensation  for such Plan Year.  In
     determining the employer  contribution  rate for a Participant who is not a
     Key Employee for such Plan Year,  there shall not be taken into account any
     employer  contributions  attributable  to a  salary  reduction  or  similar
     arrangement  under any other  defined  contribution  plan  maintained by an
     Employer or Affiliate.  In determining the employer  contribution  rate for
     any   Participant   who  is  a  Key  Employee  for  such  Plan  Year,  such
     contributions shall be taken into account.

     Section  6.03.  Time and Manner of Payment of  Contributions.  An  Employer
shall make its contributions pursuant to Section 6.01 above on or before the due
date (including extensions thereof) for filing its federal income tax return for
the taxable year of such Employer on account of which such contribution is made.
The  contributions  may be paid in Company  Stock,  cash,  other property or any
combination  of the  above  and shall be paid by the  Employer  directly  to the
Trustee.  The contributions  shall be deemed to have been made on account of the
taxable  year of the  Employer  in which they are so paid  unless  the  Employer
specifies  that they are made on account of the preceding  taxable year pursuant
to Section 404(a)(6) of the Internal Revenue Code.
<PAGE>

     Section 6.04. Deductibility. All contributions by an Employer under Section
6.01 above are conditioned upon the  deductibility of such  contributions  under
Section 404 of the Internal  Revenue Code for the taxable year of such  Employer
in which they are paid [or deemed paid in accordance  with Section  404(a)(6) of
such  Code].  To the extent a  deduction  for such  taxable  year is denied with
respect to any such contributions, Section 6.05 below shall apply. The aggregate
amount of an  Employer's  contributions  under  this  Plan and all other  profit
sharing or stock bonus plans maintained by such Employer shall not exceed,  with
respect to any  taxable  year of such  Employer,  fifteen  percent  (15%) of the
aggregate  Compensation  otherwise paid or accrued by such Employer  during such
taxable year to the beneficiaries thereunder,  plus any deduction credits unused
as of December 31, 1986 and not subsequently used. To the extent this limitation
is exceeded, Section 6.05 below shall apply.

     Section 6.05. Return of Employer Contributions Under Special Circumstances.
Any contribution made by an Employer to the Trustee because of a mistake of fact
may be recovered by such Employer  from the Trustee  within one (1) year of such
contribution.

     Section  6.06.  Payment of  Administrative  Expenses.  In addition to their
contributions  under the Plan, the Employers may (but shall not be obligated to)
pay all or any part of the  administrative  expenses of the Plan and Trust. Such
payments  shall  be made  directly  to the  provider  and  shall  not be  deemed
contributions to the Trust Fund.

     Section   6.07.   Correction   of   Mistakes   Concerning   Omissions   and
Under-Allocations.  If, in any Plan Year,  any  Employee  who  should  have been
included as a Participant  in the Plan is  erroneously  omitted and discovery of
such  omission  is not made until  after the  Minimum  Contributions  and Profit
Sharing  Contributions  for such Plan Year  have  been made and  allocated,  the
Employers  shall  make a  subsequent  contribution  on  account  of the  omitted
Employee in an amount equal to the amount that would have been allocated,  under
the method followed in allocating such Minimum  Contributions and Profit Sharing
Contributions,  to a Participant  whose  Compensation for such Plan Year was the
same as that of such Employee. Similarly, if a mistake is made in the allocation
of the Minimum  Contributions  and Profit Sharing  Contributions for a Plan Year
pursuant to this Article VI, as a result of which mistake less is allocated to a
Participant  than  should  have been,  the  Employers  shall  make a  subsequent
contribution on account of such  Participant in an amount equal to the excess of
(i) the amount with respect to such  Minimum  Contributions  and Profit  Sharing
Contributions  that should have been allocated to such Participant over (ii) the
amount actually allocated. Any subsequent contribution required pursuant to this
Section 6.07 shall be  increased  or decreased to reflect  Trust gains or losses
from the Ending  Date as of which the  erroneous  allocation  was made until the
Ending  Date  as of  which  the  subsequent  contribution  is  credited  to  the
Participant's Accounts. The subsequent contribution,  so increased or decreased,


<PAGE>

shall be paid by the  Employers to the Trustee  promptly  upon the  discovery of
such omission or mistake and shall be credited by the Committee  directly to the
appropriate  Accounts of such  Participant.  If such subsequent  contribution is
made after the close of a Plan Year but within the time  allowed by Section 6.03
above for the Employers to make their contributions  pursuant to this Article VI
for such Plan Year, it shall be so credited as of the Ending Date of such closed
Plan Year. Otherwise,  it shall be so credited as of the Ending Date of the Plan
Year in which it is made. The subsequent contributions required pursuant to this
Section 6.07 shall be made  regardless of whether or not they are  deductible in
whole or in part for federal income tax purposes.

     Section  6.08.  Correction of Mistakes  Concerning  Inclusion of Ineligible
Employees  . If an amount  from the  Minimum  Contributions  or  Profit  Sharing
Contributions  for a Plan Year is  erroneously  allocated  to an  Account  for a
person who should not have been included as a  Participant  in the Plan for such
Plan  Year  (or for the  entirety  of such  Plan  Year) or to the  Account  of a
Participant   who  was  not  eligible  to  share  in  the   allocation  of  such
contributions, there shall be deducted from the Accounts of such Participant and
forfeited  as of the  Ending  Date  of the  Plan  Year in  which  the  error  is
discovered an amount equal to the lesser of (i) the amount erroneously allocated
or (ii) the net credit  balance of such Account.  Amounts so forfeited  shall be
credited to the  Allocation  Account and shall then be charged to the Allocation
Account and  allocated  and  credited to the Accounts of other  Participants  in
accordance  with the provisions of Article VII below,  all as of the Ending Date
such amounts are so forfeited.

     Section 6.09.  Correction of Other Mistakes. In the event of an error in an
Account  of a  Participant,  whether  due  to a  mistake  in the  allocation  of
contributions  or  earnings  or  otherwise,   the  Committee  may,  in  lieu  of
reallocating  such  contributions  or earnings  or  adjusting  Account  balances
generally,  request the Employers to contribute the amount  necessary to correct
the error.  Such  contribution  may be made  regardless  of whether or not it is
deductible in whole or in part for federal income tax purposes.

     Section 6.10.  Restoration  Contributions  Following  Military Service.  An
Employer shall make an Employer Restoration Contribution for any Participant who
is  reemployed  by such  Employer  following  an absence by reason of  qualified
military  service,  and for whom  restoration  rights are provided under Section
19.04. Such Employer Restoration Contribution shall be in an amount equal to the
excess of (i) the sum of all Minimum  Contributions  that, but for such absence,
would have been allocated to the Account of such  Participant for the Plan Years
during  all of part of  which  he or she was  absent  over  (ii)  the sum of all
Minimum Contributions that actually were allocated to such Account for such Plan
Years. For purposes of such computation, (i) account shall be taken of any Hours
of Service credited to the Participant  under Item 2.29(a)(4) and Clause 2.29(e)
in respect of such absence, (ii) the Participant shall be deemed to have been an
Employee on each Ending Date  occurring  during the period of such absence,  and
(iii) such Participant shall be considered to have received Compensation for any
such Plan Year equal to the excess of (i) the  Compensation  he or she,  but for
such absence,  would have  received from the Employers for such Plan Year,  over
(ii) the  Compensation  he or she did receive from the  Employers  for such Plan
Year. If the Compensation such Participant would have received for any Plan Year
is not reasonably certain,  the computation of the Restoration  Contribution for
such Plan Year shall be based on such Participant's  average Compensation during
the 12-month period prior to the commencement of such qualified military service
(or, if shorter, his or her entire period of service with the Employers prior to
such  commencement).  Restoration  Contributions  under  this  Section  shall be
subject  to the  limitations  of Article  VIII,  but such  limitations  shall be
applied  not  with  respect  to the Plan  Year in  which  they are made but with
respect to the Plan Years to which they relate.


<PAGE>

Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE VII

                             Allocation of Employer
                          Contributions and Forfeitures

     Section 7.01. Joint  Allocations.  Employer  contributions  and forfeitures
shall be  allocated  to the Accounts of  Participants  on an aggregate  basis as
though all Participants were Employees of a single Employer.

     Section 7.02. Time of Allocation. Employer Minimum Contributions and Profit
Sharing  Contributions shall be allocated as of the Ending Date of the Plan Year
on account of which they are made.  If the Plan Year and an  Employer's  taxable
year are not the same, the Employer's contributions on account of a taxable year
shall be treated  as  contributions  on account of the Plan Year that  commences
during such taxable year.  Forfeitures  shall be allocated as of the Ending Date
of the Plan Year in which they occur.

     Section 7.03.  Allocation  of Minimum and  Restoration  Contributions.  The
Minimum Contributions and Restoration  Contributions of the Employers on account
of a Plan Year shall be allocated to the Accounts of the  Participants  on whose
behalf they are made.

     Section  7.04.  Participants  Entitled  to Share in  Allocation  of  Profit
Sharing  Contributions.  The Profit  Sharing  Contributions  of the Employers on
account of a Plan Year,  and any  forfeitures  occurring  during  such Plan Year
shall be allocated only among  Participants who (i) received  Compensation  from
the Employers  during such Plan Year, (ii) completed one thousand  (l,000) Hours
of Service during such Plan Year  [excluding any Hours of Service  credited with
respect to a period during which they were included (or would have been included
had they not been on an Authorized Leave of Absence) in a recognized  bargaining
unit, subject to collective  bargaining  between their exclusive  representative
and one or more Employers,  unless the collective bargaining agreement in effect
for that period  expressly  provided for their  inclusion as Participants in the
Plan],  and (iii) are Employees on the Ending Date of such Plan Year;  provided,
however,  that a Participant who is fully vested in his or her Accounts,  or who
will become fully vested in his or her Accounts  during such Plan Year,  and who
is not an  Employee on the Ending Date of such Plan Year solely by reason of his
or her  Termination  of  Employment  due to death,  shall be eligible to receive
Profit  Sharing  Contributions  and forfeiture  allocations  for such Plan Year,
notwithstanding  having failed to be an Employee on the Ending Date of such Plan
Year;  provided further,  in the case of a Participant whose primary  employment
during such Plan Year was with an  Employer  that was sold during such Plan Year
or  with a  broadcasting  station,  network,  publication  or  other  unit of an
Employer that was sold by such Employer  during such Plan Year, and who incurred


<PAGE>

a Termination of Employment  during such Plan Year as result of or in connection
with such  sale,  that the  requirement  of  clause  (iii)  for  sharing  in the
allocation for such Plan Year shall be deemed  satisfied if such Participant was
an  Employee  at the end of the day next  preceding  the day on which  such sale
became  effective;  provided,  further,  with respect to any Plan Year in which,
after application of the two foregoing  provisos,  the exclusion of Participants
who did not complete one thousand  (1000) Hours of Service during such Plan Year
would  result in the Plan for such Plan Year meeting  neither of the  percentage
tests set forth in Section  410(b)(1)(A)  and (B) of the Internal  Revenue Code,
that certain  Participants  who  completed at least five hundred  (500) Hours of
Service during such Plan Year, and who were not Highly Compensated Employees for
such Plan Year,  and who met each of the other  requirements  for sharing in the
allocation  for such Plan Year,  shall be  eligible  to receive  Profit  Sharing
Contributions for such Plan Year,  notwithstanding  their having completed fewer
than one thousand (1,000) Hours of Service during such Plan Year, beginning with
the one of such  Participants  who  completed the most Hours of Service for such
Plan Year, and continuing  with each of such  Participants  having the next most
Hours of Service during such Plan Year,  until one of such  percentage  tests is
met;  provided,  further,  with  respect  to  any  Plan  Year  in  which,  after
application of the foregoing three provisos,  the exclusion of Participants  who
are not  Employees on the Ending Date of such Plan Year would result in the Plan
for such Plan Year meeting neither of the percentage  tests set forth in Section
410(b)(1)(A) and (B) of the Internal Revenue Code, that certain Participants who
completed  at least five hundred  (500) Hours of Service  during such Plan Year,
and who were not  Highly  Compensated  Employees  for such  Plan  Year,  and who
received  Compensation  from the  Employers  during  such  Plan  Year,  shall be
eligible  to  receive   Profit  Sharing   Contributions   for  such  Plan  Year,
notwithstanding  their not having been Employees on the Ending Date of such Plan
Year,  beginning  with  the one of such  Participants  with the  latest  date of
Termination of Employment during such Plan Year and continuing with each of such
Participants  having the next latest dates of Termination  of Employment  during
such Plan Year,  until one of such percentage tests is met. For purposes of this
section,  in the case of the sale of an  Employer  (or a  broadcasting  station,
network,  publication or other unit of an Employer) which is implemented in part
pursuant to a local management or marketing agreement between the seller and the
buyer pending transfer of the applicable  licenses,  the sale shall be deemed to
become  effective on the date the employees of such Employer (or such unit of an
Employer)  cease being  Employees of such  Employer and become  employees of the
buyer.

     Section  7.05.  Allocation  of Profit  Sharing  Contributions  . The Profit
Sharing  Contributions  of the  Employers  on account  of a Plan  Year,  and all
forfeitures  occurring  during  such Plan  Year,  shall be  allocated  among the
Participants  entitled  to  share  therein  in the  proportion  that  each  such
Participant's  Compensation  for such Plan Year bears to the Compensation of all
such  Participants for such Plan Year. Such allocations shall be credited to the
Accounts of the Participants to whom they are allocated.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE VIII

                         Limitation of Annual Additions


     Section 8.01. Reference to Code and Regulations.  Benefits shall be limited
in  accordance  with the  following  rules as  provided  in  section  415 of the
Internal  Revenue Code and the Treasury  Regulations  thereunder.  The following
provisions  shall be applied in a manner  consistent  with the Internal  Revenue
Code and Treasury Regulations, which are incorporated by this reference.

     Section 8.02. Limits on Annual Additions.  A Participant's Annual Additions
for any Plan Year shall not exceed the lesser of the following:

     Clause 8.02 (a).  Thirty  thousand  dollars  ($30,000)  [or forty  thousand
     dollars  ($40,000) for Plan Years beginning on or after March 1, 2002] plus
     any authorized cost-of-living adjustment.

     Clause 8.02 (b).  Twenty-five  percent (25%) [or one hundred percent (100%)
     for Plan Years  beginning  on or after March 1, 2002] of the  Participant's
     Compensation for the Plan Year.

     Section 8.03.  Definition of "Annual  Additions".  "Annual Additions" mean,
with  reference  to any  Participant  and Plan Year,  the sum of (i) all Minimum
Contributions,  Profit  Sharing  Contributions,  Restoration  Contributions  and
forfeitures  allocated  to the Accounts of such  Participant  for such Plan Year
under this Plan, plus (ii) all employer  contributions,  employee  contributions
and forfeitures allocated to the accounts of such Participant for such Plan Year
under all  other  defined  contribution  plans  maintained  by any  Employer  or
Affiliate; subject, however, to the following exceptions:

     Clause  8.03 (a).  For Plan  Years  beginning  on or after  March 1,  2002,
     Employee   contributions  to  a  simplified   employee  pension  which  are
     excludable  from  taxable  income under  section  408(k)(6) of the Internal
     Revenue Code shall not be deemed Annual Additions.

     Clause 8.03 (b). In accordance with sections 415(c)(2) and 419(d)(2) of the
     Internal Revenue Code,  amounts  allocated to a separate account to provide
     medical  benefits  to a key  employee  after  his  or  her  severance  from
     employment  shall be deemed Annual Additions for purposes of Clause 8.02(a)
     but not for purposes of Clause 8.02(b).  As used in this clause,  the terms
     "key employee" and "medical  benefits" shall have the meanings  ascribed to
     them in sections 419A(d)(3) and 419A(f)(2) of such Code.

     Clause 8.03 (c). For any Plan Years beginning on or after March 1, 2002, to
     the extent  permitted under section 414(v) of the Internal  Revenue Code as
     in effect for such Plan Year,  catch-up  contributions under any such other
     defined  contribution  plans  shall  not be  deemed  Annual  Additions  for
     purposes of Clause 8.02(a).
<PAGE>

     Section 8.04. [Reserved]

     Section 8.05. Related Defined Benefit Plans. If an Employer  maintained one
or more defined  benefit pension plans before March 1, 2000, the following shall
apply in respect of Plan Years beginning before March 1, 2000:

     Clause 8.05 (a). The defined  benefit  fraction under all such plans,  plus
     the defined  contribution  fraction  under this Plan and all other  defined
     contribution  plans  currently or  previously  maintained  by the Employer,
     shall not exceed one (1) for any Participant.

     Clause  8.05 (b).  The  defined  benefit  fraction  numerator  shall be the
     Participant's  projected annual normal retirement benefit.  The denominator
     shall be the smaller of:

     (i)  the maximum  percentage  limitation  amount  permitted  under  Section
          415(b)(1)(B)  of the  Internal  Revenue Code times one and four tenths
          (1.4); or

     (ii) the  maximum  dollar   limitation   amount   permitted  under  Section
          415(b)(1)(A)  of the Internal  Revenue Code times one and  twenty-five
          hundredths  (1.25) [or times one (1.00) with respect to a Plan Year in
          which the Plan is a Top Heavy Plan as defined under Clause  4.02(b) of
          Section 4.02 above].

     Clause 8.05 (c). The defined  contribution  fraction numerator shall be the
     sum of all annual additions for the Participant since the inception of this
     Plan and any other  defined  contribution  plans  currently  or  previously
     maintained by the Employer. The denominator shall be the sum of the smaller
     of the  following  for each  Plan Year for  which a  contribution  has been
     included in the defined contribution fraction numerator as described above:

     (i)  the maximum  percentage  limitation  amount  permitted  under  Section
          415(c)(1)(B)  of the  Internal  Revenue Code times one and four tenths
          (1.4); or

     (ii) the maximum dollar limitation amount permitted under Section 415(c)(1)
          of the  Internal  Revenue  Code times one and  twenty-five  hundredths
          (1.25) [or times one (1.00) with respect to any Plan Year in which the
          Plan is a Top Heavy Plan as defined  under  Clause  4.02(b) of Section
          4.02 above].
<PAGE>

     Section  8.06.  Correction  of  Excess  Caused by this  Plan.  If an Annual
Addition for a Participant  would exceed the limit in Sections 8.01 through 8.05
above,  it shall be reduced  pursuant to Section  1.415-1(d) of the  regulations
promulgated by the Secretary of the Treasury or his or her delegate as necessary
to eliminate the excess, as follows:

     Clause 8.06 (a). Profit Sharing Contributions shall be reduced.

     Clause 8.06 (b). To the extent of any excess  remaining after the reduction
     under  Clause  8.06(a)  above  of  this  Section  8.06,  the  Participant's
     forfeiture allocation associated with Profit Sharing Contributions shall be
     reduced and reallocated to other Participants.

     Clause 8.06 (c). If any  forfeitures  cannot be  reallocated  under  Clause
     8.06(b)  above  of  this  Section  8.06  because  of  the  Annual  Addition
     limitation,  these shall be placed in a suspense  account and  allocated as
     soon as possible.  No revaluation  adjustment shall be made in the suspense
     account  for  investment  results.  If the Plan  terminates  and  there are
     unallocable forfeitures, they shall be returned to the Employer.

     Clause  8.06  (d).  To the  extent  that any  amount is paid to the Plan by
     mistake to cover a contribution  that is reduced,  Section 6.05 above shall
     apply.  If an Employer  payment is not returned within one year, the amount
     will be  placed  in a  suspense  account  in the Plan to the  credit of the
     Employer and applied as soon as  practicable  to pay Plan expenses or cover
     future contributions.

     Section 8.07.  Correction  of Excess  Caused  Partly by Other Plans.  If an
Annual  Addition  for a  Participant  would  exceed the limit in  Sections  8.01
through 8.05 above because of any other tax qualified  retirement  plan or plans
of an Employer, the contributions,  forfeiture  reallocations and benefits under
this Plan and such other plan or plans shall be reduced as necessary to meet the
limit, in the following order:

     Clause 8.07 (a). Benefits under any defined benefit pension plan.

     Clause 8.07 (b). Profit Sharing Contributions under this Plan.

     Clause 8.07 (c).  Forfeitures  allocated with Profit Sharing  Contributions
     under this Plan.

     Clause 8.07 (d). Annual additions under any defined contribution plan other
     than this Plan.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                   ARTICLE IX

                            Investment of Trust Fund

     Section 9.01.  Administration  of Trust Fund.  The Trust Fund shall be held
and administered by the Trustee in accordance with a Trust Agreement executed by
and  between  the  Company  and the  Trustee.  The Trust  created  by such Trust
Agreement shall form a part of this Plan.

     Section 9.02. Responsibilities of Trustee. The Trustee shall be responsible
for the management and investment of the Trust Fund in accordance with the Trust
Agreement.  It shall be the "named  fiduciary"  referred to in Section 402(a) of
ERISA with respect to the control,  management and  disposition of the assets of
the Trust.

     Section 9.03. Funding Policy. The Committee shall establish and review from
time to time as  necessary  a funding  policy  and  method  consistent  with the
objectives  of  the  Plan,  the  provisions  of the  Trust  Agreement,  and  the
requirements  of Title I of ERISA.  In  establishing  and reviewing such funding
policy and method,  the Committee shall endeavor to determine the short-term and
long-term  objectives and financial  needs of the Plan,  taking into account the
need for  liquidity  to pay  benefits and the need for  investment  growth.  All
actions of the  Committee  pursuant to this Section  9.03 shall be  communicated
both to the Trustee  and to the  Company's  Governing  Body.  The Trustee  shall
comply  with  such  funding  policy  and  method;  provided,  however,  that the
authority  and  responsibility  of  the  Committee  shall  extend  only  to  the
determination  of objectives  and needs,  and the selection of  investments  and
means of  accomplishing  such  objectives and meeting such needs shall be within
the sole discretion of the Trustee.

     Section 9.04. Investments. The Trustee shall invest the assets of the Trust
Fund in such  investments as it may select and as may be authorized by the Trust
Agreement;  provided, however, that the Trustee may reserve from investment from
time to time such  amounts of cash as it deems  necessary  or  advisable  in the
administration of the Trust. It is anticipated that a significant part or all of
the assets of the Trust Fund will be invested in Company Stock.  The acquisition
and holding by the Trustee of qualifying employer securities [within the meaning
of Section 407(d)(5) of ERISA] and qualifying employer real property [within the
meaning   of   Section   407(d)(4)   of   ERISA]  is   specifically   permitted.
Notwithstanding  Section 9.02 above, the Trustee shall buy or sell Company Stock
only upon the direction of the Committee.

     Section 9.05. Insider Transactions Affecting the Trust Fund. In the case of
Participants and  Beneficiaries  who are subject to Section 16 of the Securities
Exchange  Act of 1934 (the  "1934  Act") with  reference  to  securities  of the
Company  ("Company  Insiders"),  transactions  under this Plan are  intended  to
comply  with  the  applicable  conditions  of  the  insider  trading  exemptions
contained in Rule 16 b-3 of the Securities  Exchange  Commission ("SEC".) To the
extent any  provision of the Plan or any action by the Trustee or the  Committee
fails to comply with any requirement imposed under Section 16 of the 1934 Act or
fails to qualify for exemption  under SEC Rule 16 b-3, such  provision or action
shall be null and void to the extent permitted by law and deemed  appropriate by
the  Committee.  The Trust,  the  Trustee,  the  Committee,  the Company and the
Employers shall assume no  responsibility or liability for any liability imposed
on a Company  Insider  under  Section  16 of the 1934 Act.  Failure by a Company
Insider  to  comply  with  the  exemption  conditions  of SEC  Rule  16 b-3  may
necessitate  legal action by the Company to recapture profits realized or due to
an  election  or  transaction.  Company  Insiders  are  urged to seek  qualified
independent  legal  counsel  prior  to  undertaking  transactions  or  elections
affecting the amount invested in the Stock Account on their behalf.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                   ARTICLE X

                              Accounting Provisions

     Section 10.01.  Participant Accounts. The Committee shall maintain separate
Accounts for each Participant as follows:

     Clause 10.01 (a).  Investment  Accounts.  The Committee  shall  maintain an
     Account  for  each  Participant  known  as  the  Participant's  "Investment
     Account."  There  shall  be  recorded  in  this  Account  all  transactions
     affecting the  Participant's  interest in the Trust Fund,  exclusive of the
     portion thereof invested in Company Stock.

     Clause 10.01 (b). Stock  Accounts.  The Committee shall maintain an Account
     for each  Participant  known as the  Participant's  "Stock  Account."  This
     Account  shall  reflect  the  Participant's  interest in the portion of the
     Trust Fund consisting of Company Stock.

     Clause 10.01 (c). Pre-Break and Post-Break  Accounts.  If a Participant has
     had a  Forfeiture  Break in  Service  and is not fully  vested,  and if the
     amounts  standing  to his or her credit  include  amounts  attributable  to
     contributions (or forfeitures with respect thereto) allocated prior to such
     break as well as amounts attributable to contributions (or forfeitures with
     respect  thereto)  allocated  subsequent to such break, the Committee shall
     maintain  separate   Investment   Accounts  and  Stock  Accounts  for  such
     Participant  so that  the  former  amounts  are not  contained  in the same
     Investment Account or Stock Account as the latter amounts.

     Section  10.02.   Allocation  Account.   The  Committee  shall  maintain  a
bookkeeping  account known as the "Allocation  Account." It shall credit to this
account (i) all Employer contributions;  and (ii) all amounts forfeited pursuant
to Sections  6.08 above and 12.05 below.  There shall be charged to this account
all Employer  contributions  (or  forfeitures  with respect  thereto)  which are
allocated and credited to Participants'  Accounts  pursuant to Sections 7.03 and
7.05  above.  No share of the  earnings  and  losses of the Trust  Fund shall be
allocated to the Allocation Account.

     Section 10.03.  Commingled Funds. The fact that for administrative purposes
the Committee  maintains  separate  Accounts for each  Participant  shall not be
deemed to segregate  for such  Participant  any direct  interest in any specific
assets held by the Trustee. All such assets may be held by the Trustee as one or
more  commingled  funds.  All assets of the Trust  Fund,  are  available  to pay
benefits to all Participants and Beneficiaries, it being intended that this Plan
shall  constitute  a single  plan  within the  meaning of Section  414(l) of the
Internal Revenue Code.
<PAGE>

     Section 10.04.  Accounting  With Respect to  Transactions in Company Stock.
The following shall apply with respect to transactions in Company Stock:

     Clause  10.04 (a).  Employer  contributions  may be made in Company  Stock,
     other property or both. When  contributions  are made both in Company Stock
     and  in  other  property,  each  shall  be  allocated  ratably  so  that  a
     Participant's allocation of Company Stock bears the same ratio to the total
     allocation  of  Company  Stock  as the  Participant's  allocation  of other
     property bears to the total allocation of other property.

     Clause  10.04 (b). If Company  Stock is  purchased  during a Plan Year,  it
     shall be deemed to have been purchased  with funds or property  (other than
     Company Stock) accounted for as part of the Allocation Account. It shall be
     deemed to have been purchased with funds or property  accounted for as part
     of Participants'  Investment Accounts only to the extent the purchase price
     exceeds  the  sum of  (i)  the  aggregate  amount  of  funds  and  property
     (exclusive  of Company  Stock)  contributed  by the Employers for such Plan
     Year, plus (ii) the net proceeds of all shares of Unallocated Company Stock
     sold during such Plan Year,  plus (iii) the aggregate  amount  forfeited by
     Participants  as of the Ending  Date of such Plan Year  (except any Company
     Stock so forfeited), plus (iv) the aggregate amount of unallocated Employer
     contributions  and forfeitures  carried over from prior Plan Years pursuant
     to  Section  8.06  above  (except  for  any  part  thereof   consisting  of
     Unallocated  Company  Stock).  When cash is distributed to a Participant or
     Beneficiary in lieu of a fractional  share of Company Stock, the fractional
     share  shall  be  deemed  to have  been  "purchased"  for  purposes  of the
     foregoing.  When a Participant or Beneficiary  whose Stock Account contains
     less than three (3) vested  shares of Company  Stock elects to receive cash
     in lieu of such Company Stock,  the shares not distributed  shall be deemed
     to have been "purchased" for purposes of the foregoing.

     Clause 10.04 (c). If Company  Stock is sold during a Plan Year,  the shares
     sold shall be deemed to have been shares of Unallocated Company Stock. They
     shall be deemed to have been shares of Allocated  Company Stock only to the
     extent  the  number  of  shares  sold  exceeds  the  number  of  shares  of
     Unallocated  Company Stock contributed by the Employers for such Plan Year,
     purchased during such Plan Year, forfeited by Participants as of the Ending
     Date of such Plan Year or carried  over from prior Plan Years  pursuant  to
     Section 8.06 above.

     Section 10.05. Annual Adjustment of Stock Accounts. The number of shares of
Company  Stock  credited to each Stock  Account  shall be  determined as of each
Ending Date by or under the direction of the  Committee.  Company Stock credited
to a Stock Account shall be accounted for in full and  fractional  shares,  with
such  fractions  being carried to the nearest  thousandth of a share.  In making
such determination, the Committee shall follow the procedures set forth below:
<PAGE>

     Clause  10.05  (a).  As of the  Ending  Date of each Plan  Year,  the Stock
     Account of a  Participant  shall be adjusted  for any  litigation  expenses
     chargeable  thereto pursuant to Section 10.11 below.  Such adjustment shall
     be for such  number of full and  fractional  shares of Company  Stock (with
     such fraction being carried to the nearest  thousandth of a share) as shall
     equal such expenses, based on the market value of such stock as of the last
     prior Ending Date. Shares and fractional shares charged against the Account
     pursuant to the foregoing shall be credited to the Allocation Account.

     Clause  10.05  (b).  As of the  Ending  Date of each Plan  Year,  the Stock
     Accounts of Participants  shall be adjusted in such manner as the Committee
     deems  appropriate  to  reflect  any stock  dividend  or  consolidation  or
     subdivision  of  shares  of  Company  Stock  previously  credited  to  such
     Accounts.  The  Allocation  Account,  to the  extent  affected  by any such
     change, shall likewise be adjusted.

     Clause  10.05 (c). As of the Ending Date of each Plan Year,  there shall be
     charged  against the Stock Accounts of  Participants,  in proportion to the
     total  number of shares of Company  Stock held in each as of the last prior
     Ending Date,  all shares of Company  Stock which were sold during such Plan
     Year and which,  pursuant to Clause  10.04(c) of Section  10.04 above,  are
     deemed to have been shares of Allocated Company Stock.

     Clause  10.05 (d). As of the Ending Date of each Plan Year,  there shall be
     allocated to the Stock Accounts of  Participants,  in proportion to the net
     credit  balances  of their  respective  Investment  Accounts as of the last
     prior Ending Date,  all shares of Company  Stock which,  pursuant to Clause
     10.04(b) of Section 10.04 above,  are deemed to have been purchased  during
     such Plan Year with amounts allocated to Participants'  Investment Accounts
     as of a prior Ending Date.

     Clause  10.05 (e). As of the Ending  Date of each Plan Year,  the shares of
     Company  Stock  forfeited as of such Ending Date  pursuant to Sections 6.08
     above and 12.05  below shall be charged  against the Stock  Accounts of the
     Participants by whom they were forfeited.

     Clause  10.05 (f). As of the Ending Date of each Plan Year,  there shall be
     allocated to the Stock Accounts of  Participants  the sum of the following:
     (i) the shares of Company Stock  contributed by the Employers for such Plan
     Year;  plus (ii) the shares of Company  Stock  forfeited  as of such Ending
     Date pursuant to Sections 6.08 above and 12.05 below; plus (iii) the shares
     of Company Stock purchased during such Plan Year which,  pursuant to Clause
     10.04(b) of Section  10.04 above,  are deemed to have been  purchased  with
     funds or property  (other than Company Stock)  accounted for as part of the
     Allocation Account;  less (iv) the shares of Company Stock sold during such
     Plan Year which,  pursuant to Clause  10.04(c) of Section 10.04 above,  are


<PAGE>

     deemed to have been shares of Unallocated  Company Stock.  This  allocation
     shall be made in the manner  provided in Article VII above  respecting  the
     allocation of Employer contributions and forfeitures for such Plan Year.

     Clause  10.05 (g). As of the Ending Date of each Plan Year,  there shall be
     charged  against the Stock Account of a  Participant  all shares of Company
     Stock  which  are  to be  distributed  to  the  Participant  or  his or her
     Beneficiary  as of such Ending  Date.  There shall also be charged  against
     such Account and credited to the Allocation Account any share or fractional
     share of Company  Stock which is to be  converted  and  distributed  to the
     Participant or his or her Beneficiary in cash as of such Ending Date.

     Clause 10.05 (h). As of each Ending Date,  after the foregoing  adjustments
     have been made,  the total  number of shares of Company  Stock  credited to
     Participants'  Stock  Accounts  shall  equal the total  number of shares of
     Company  Stock  then  held in the Trust  Fund  (excluding  any such  shares
     distributable  to  Participants  or their  Beneficiaries  as of such Ending
     Date,  and  excluding  any such  shares  retained in the  suspense  account
     pursuant to Section 8.06 above).

     Section 10.06.  Basis Accounts.  The Committee shall maintain an account in
the name of each  Participant  known as the  Participant's  "Basis  Account."  A
Participant's  Basis Account shall show the cost or other basis of the shares of
Company Stock held in the Participant's Stock Account. The cost of Company Stock
contributed  by an Employer  shall be deemed to be the fair market value thereof
as of the date of  contribution.  When shares of Company  Stock are allocated to
the Stock Accounts of  Participants as of an Ending Date, the cost added to each
Participant's  Basis Account shall equal the number of shares  allocated to such
Participant's  Stock  Account  multiplied  by the average  cost per share of all
shares  allocated  as of such  Ending  Date.  As of the Ending Date of each Plan
Year,  the Committee  shall adjust the Basis  Accounts of  Participants  in such
manner as the  Committee  deems  appropriate  to reflect  any stock  dividend or
consolidation  or  subdivision  of shares  affecting  Company  Stock  previously
credited to  Participants'  Stock  Accounts.  When  shares of Company  Stock are
distributed to a Participant or Beneficiary, the basis of the shares distributed
shall be determined on a last-in, first-out basis.

     Section 10.07.  Annual  Evaluation of Funds. The Trustee shall evaluate the
Trust Fund  (excluding  any shares of Company Stock held therein) at fair market
value as of the Ending Date of each Plan Year.  In making such  evaluation,  the
Trustee shall deduct all charges,  expenses and other  liabilities  of the Trust
Fund which,  as of such Ending Date, are known to the Trustee,  fixed in amount,
and non-contingent and undisputed in nature, including any distributions payable
to Participants or their  Beneficiaries as of such date otherwise than in shares
of Company Stock. In making such evaluation, the Trustee shall take into account
all  Employer  contributions  on  account  of the Plan Year  ending on such date
(except  for any such  contributions  paid or to be paid in  shares  of  Company


<PAGE>

Stock),  whether  or not  such  contributions  have  been  received  or  finally
determined  by such date.  As soon as  practicable  after such  evaluation,  the
Trustee  shall  deliver in writing to the  Committee an  evaluation of the Trust
Fund  (exclusive of any shares of Company Stock held therein) and a statement of
the amount of net income or loss of the Trust Fund  [including  appreciation  or
depreciation in the value of investments other than Company Stock, but excluding
(i)  appreciation  or  depreciation in value of Company Stock and (ii) dividends
received or  receivable  on Company  Stock to the extent the same are  allocable
pursuant  to Clause  10.08(f) of Section  10.08 below or paid in Company  Stock]
since the last previous  evaluation.  Except as otherwise  expressly provided in
this Plan, and except as may be provided in the Trust  Agreement,  and except as
may be  provided  by  rule  or  regulation  of the  Committee  with  respect  to
particular items or categories of income and expense, the Trustee shall keep its
books and records on the basis of the accrual method of accounting.

     Section 10.08. Annual Adjustment of Participants'  Investment Accounts. The
Committee  shall  adjust the credit  balances  of all  Participants'  Investment
Accounts  as of the Ending Date of each Plan Year.  In making such  adjustments,
the Committee shall take the following steps in the following order:

     Clause 10.08 (a). First, all payments and distributions made since the last
     Ending  Date  to or  for  the  benefit  of a  Participant  or  his  or  her
     Beneficiary (e.g.,  litigation  expenses deducted pursuant to Section 10.11
     below)  shall be charged  to the  Investment  Account of such  Participant,
     except to the extent  such  payments  and  distributions  relate to amounts
     charged  to such  Investment  Account  as of any  prior  Ending  Date or to
     interest  on such  amounts,  and except to the  extent  such  payments  and
     distributions are chargeable to such Participant's Stock Account.

     Clause 10.08 (b). Next, there shall be credited to the Investment  Accounts
     of  Participants,  in  proportion  to the total number of shares of Company
     Stock  held  in  their  respective  Stock  Accounts  as of the  immediately
     preceding  Ending Date,  the proceeds of all shares of Company  Stock which
     were sold during such Plan Year and which,  pursuant to Clause  10.04(c) of
     Section  10.04 above,  are deemed to have been shares of Allocated  Company
     Stock.

     Clause 10.08 (c). Next,  there shall be charged to the Investment  Accounts
     of Participants,  in proportion to the respective balances of such Accounts
     as of the  immediately  preceding  Ending Date,  the purchase  price of all
     shares of Company Stock which, pursuant to Clause 10.04(b) of Section 10.04
     above,  are deemed to have been purchased  during such Plan Year with funds
     or property previously credited to such Accounts.

     Clause  10.08 (d).  Next,  the  amounts  forfeited  as of such  Ending Date
     pursuant  to Sections  6.08 above and 12.05 below shall be charged  against
     the Investment Accounts of the Participants by whom they were forfeited.
<PAGE>

     Clause  10.08 (e).  Next,  the net  credit  balances  of all  Participants'
     Investment  Accounts  shall be  adjusted by  crediting  or charging to such
     Accounts  the net increase or decrease in value of the Trust Fund since the
     last Ending Date  [disregarding  (i) any  appreciation  or  depreciation in
     value of shares of Company Stock,  (ii) any dividends on Company Stock paid
     in Company  Stock and (iii) any  dividends on Company Stock paid in cash or
     property  other than Company Stock which are  allocable  pursuant to Clause
     10.08(f) below of this Section 10.08].  Such net increase or decrease shall
     be credited or charged to such  Accounts in  proportion  to the  respective
     invested  values of such Accounts for such Plan Year. The invested value of
     an  Investment  Account  for a Plan Year  shall be the  portion  of the net
     credit  balance of such  Account  that is invested as of the Ending Date of
     the  previous  Plan Year,  reduced by the full amount of all  payments  and
     distributions chargeable to such portion as of such Ending Date pursuant to
     Clause  10.08(a) above of this Section 10.08,  further  reduced by the full
     amount of all forfeitures chargeable to such portion as of such Ending Date
     pursuant to Clause 10.08(d) above of this Section 10.08, and increased,  if
     the Committee so elects, by a percentage of any contributions  allocable to
     such portion as of such Ending Date that were made otherwise than in shares
     of Company Stock and received by the Trustee prior to such Ending Date. The
     percentage of such  unallocated  contributions to be taken into account may
     be weighted,  in a reasonable manner to be determined by the Committee,  to
     reflect the time since the immediately  preceding  Ending Date during which
     such amounts were actually held and invested by the Trustee.

     Clause 10.08 (f). Next, there shall be allocated to the Investment Accounts
     of  Participants,  in proportion to the total number of shares of Allocated
     Company Stock held in their respective Stock Accounts as of the immediately
     preceding  Ending Date,  all dividends  paid in cash or property other than
     Company  Stock  which were  received  or accrued  during  such Plan Year on
     shares of Allocated Company Stock.

     Clause 10.08 (g).  Next, the  contributions  of the Employers for such Plan
     Year (except the portion allocable to the Stock Accounts of Participants in
     accordance  with Section  10.05  above) shall be allocated  and credited in
     accordance with Article VII above;  and the forfeitures  that are allocable
     as of such Ending Date (excepting  those allocable to the Stock Accounts of
     Participants in accordance with Section 10.05 above) shall be allocated and
     credited in accordance with Article VII above.

     Clause 10.08 (h). Next, all payments and  distributions  payable as of such
     Ending  Date  to or  for  the  benefit  of a  Participant  or  his  or  her
     Beneficiary shall be charged to the Investment Account of such Participant,
     except to the extent payable in shares of Company Stock.
<PAGE>

     Clause 10.08 (i).  After  adjustment  in accordance  with Clauses  10.08(a)
     through  10.08(h)  above of this Section  10.08,  the sum of the net credit
     balances of all Participants' Investment Accounts shall equal the net worth
     of the Trust Fund as of such Ending Date  (determined  in  accordance  with
     Section  10.07  above  without  regard to any shares of Company  Stock held
     therein and after reduction on account of any distributions to Participants
     or their Beneficiaries as of such Ending Date).

     Clause  10.08 (j).  The net credit  balances  of  Participants'  Investment
     Accounts,  as  adjusted  as of such  Ending  Date in  accordance  with  the
     procedure  provided  in this  Section  10.08,  shall  remain the same until
     similarly adjusted as of the next Ending Date.

     Section 10.09. Individual Statement. As soon as practical after each Ending
Date, but within the time  prescribed by ERISA and the  regulations  thereunder,
the  Committee  shall  deliver  to each  Participant  a  statement  showing  the
Participant's  Aggregate  Account  Balance as of such Ending Date and  providing
such other information as ERISA requires to be provided. No Participant,  except
a member of the  Committee,  shall have the right to inspect  the records of the
Accounts of any other Participant.

     Section  10.10.  Accounting  Procedures.   The  Committee  shall  establish
appropriate accounting procedures for making allocations to, and evaluations of,
Participants'  Accounts in order to insure an  equitable  and  nondiscriminatory
allocation  among the  Accounts  of all  Participants.  From  time to time,  the
Committee  may modify its  procedures  for the purpose of achieving an equitable
and nondiscriminatory  allocation in accordance with the general concepts of the
Plan;  provided,  however,  that such  modifications to achieve equity shall not
reduce the vested portion of any Participant's interest in his or her Accounts.

     Section  10.11.  Litigation  Costs.  In order to protect the Trust  against
depletion  as a result of  litigation,  in the  event  that any  Participant  or
Beneficiary,  or any person  claiming an interest by or through a Participant or
Beneficiary,  shall bring a legal or  equitable  action  against  the Plan,  the
Committee,  the Trustee,  or any of them,  pertaining to the Plan or Trust,  the
result of which shall be adverse to such Participant,  Beneficiary or person, or
in the event the  Committee or the Trustee  shall find it necessary to bring any
legal  or  equitable  action  pertaining  to  the  Plan  or  Trust  against  any
Participant or  Beneficiary,  or any person claiming an interest by or through a
Participant  or  Beneficiary,  the  result  of which  shall be  adverse  to such
Participant,  Beneficiary or person, the cost (including  reasonable  attorney's
fees) to the Committee or the Trustee of defending or bringing such suit, as the
case may be, shall be charged, to the extent possible,  directly to the Accounts
of such Participant  under the Plan, and only the excess,  if any, of such costs
over the amounts then credited to such  Accounts  shall be charged as an expense
of the Trust Fund. Such cost shall be charged against the Investment  Account of
such  Participant  to the  extent  possible  and to the  Stock  Account  of such
Participant to the extent this is not possible. If such a charge is made against
the Accounts of a Participant who is not fully vested, the vested amount of such
Participant  with reference to such Accounts  shall  thereafter be determined by
(i)  adding  back the amount of the  charge,  (ii)  multiplying  this sum by the
vested  percentage  indicated in Clauses  12.03(a) or 12.03(b) of Section  12.03
below  (whichever  applies) and (iii)  deducting from this product the amount of
the charge.


<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                   ARTICLE XI

                                    Benefits

     Section  11.01.  Form of  Benefit.  All  benefits  under the Plan  shall be
distributed  in a lump sum.  This is the only method of  distribution  permitted
under the Plan.  Such  distribution  shall include the entire  vested  Aggregate
Account  Balance of the  Participant or Beneficiary as of the latest Ending Date
coinciding with or preceding the date of distribution.  Benefits attributable to
a  Participant's  Stock  Account shall be  distributed  in the form of shares of
Company  Stock,  except that cash shall be distributed in lieu of any fractional
share and  Participants  or  Beneficiaries  whose  Stock  Account at the time of
distribution  contains  less than three (3) vested  shares of Company  Stock may
request  in writing to  receive  cash in lieu of such  shares of Company  Stock.
Benefits attributable to a Participant's Investment Account shall be distributed
in the form of cash.

     Section 11.02. Time of Distribution. Except as provided in Clauses 11.02(a)
through  11.02(h) below,  benefits under the Plan shall become  distributable on
the Ending Date of the Plan Year within which the  Participant's  Termination of
Employment  occurs.  The  foregoing  general  rule is subject  to the  following
exceptions:

     Clause 11.02 (a). Participant Consent. A Participant whose vested Aggregate
     Account  Balance does not exceed $5,000 at the time of payment must consent
     in  writing  to  receive  his  or her  benefits  before  his or her  Normal
     Retirement  Date. If such a Participant does not consent to distribution as
     of the  Ending  Date of the Plan  Year in which his or her  Termination  of
     Employment occurs, distribution of the Participant's benefit under the Plan
     shall be postponed  and shall become  distributable  on the earlier of: (i)
     the  Ending  Date of any Plan Year in which  the  Participant  requests  in
     writing to receive  his or her  benefits,  (ii) the Ending Date of the Plan
     Year which includes the Participant's  Normal Retirement Date, or (iii) the
     Ending Date of the Plan Year in which the Participant dies.

     Clause 11.02 (b). In-Service Withdrawals.  The Committee, at the request of
     a Participant who remains in the employ of an Employer following his or her
     Retirement  Date,  shall  direct  the  Trustee,  on any  Ending  Date which
     coincides with or follows such Retirement Date and which is more than sixty
     (60) days prior to his or her Required  Beginning  Date, to make a lump sum
     distribution to such Participant of his or her Aggregate Account Balance as
     of such Ending Date. Any such  distribution  shall become  distributable on
     such Ending Date.  After  receiving such a  distribution,  the  Participant
     shall continue to be a Participant under the Plan until he or she ceases to
     be an Employee and thereafter until any additional funds to which he or she
     may become entitled under the Plan have been distributed in accordance with
     the Plan.
<PAGE>

     Clause 11.02 (c). Election to Defer Benefit Distribution. A Participant who
     incurs a Termination of Employment on or after his or her  Retirement  Date
     may elect to have the  distribution  of any benefit under the Plan commence
     at a date later than the date specified above; provided,  however, that the
     deferred  benefit  commencement  date so  selected  shall be a Ending  Date
     coinciding  with or preceding the  Participant's  Required  Beginning Date.
     This  election  must be made by the  Participant  in  writing  and  must be
     delivered to the  Committee  within 30 days after the  Committee  gives the
     Participant  the  notification  required under Section 11.08 below.  In the
     event a Participant  makes an election  under this clause and dies prior to
     the deferred benefit commencement date selected, the Participant's benefits
     shall become distributable on the Ending Date of the Plan Year in which the
     Participant dies.

     Clause 11.02 (d). Mandatory  Distribution at Age 70 1/2. Anything herein to
     the contrary  notwithstanding,  in the case of a Participant who remains in
     the  employ of the  Employers  after his or her  Required  Beginning  Date,
     distribution of the  Participant's  entire Aggregate  Account Balance shall
     become  distributable  on such  Required  Beginning  Date and  shall in all
     events be  distributed  on or before April 1 of the calendar year following
     the calendar year in which the Participant attains age seventy and one-half
     (70 1/2.) Such distribution shall not prevent the Participant from accruing
     further benefits under the Plan.  Additional Account balances accruing from
     continued  participation  shall become  distributable in a lump sum on each
     Ending Date following the Participant's Required Beginning Date.

     Clause 11.02 (e). Post-Distribution  Additions. If a Participant's Accounts
     are  distributed   before  the  final  allocation  of   contributions   and
     forfeitures is made, a final  distribution shall be made to the Participant
     or his or her Beneficiary promptly after such final allocation.

     Clause  11.02  (f).   Delayed   Distribution.   The   Committee  may  delay
     distribution  of benefits  for a  reasonable  period  necessary  to process
     payment  but in no event  beyond  sixty  (60) days  after the latest of the
     following:  (i)  the  Ending  Date  of  the  Plan  Year  within  which  the
     Participant's  Retirement  Date or death occurs;  (ii) the earliest date on
     which the amount of such benefits can be ascertained; or (iii) the date the
     Committee receives the Participant or Beneficiary's benefit application.

     Clause  11.02 (g).  Distributions  to  Company  Insiders.  With  respect to
     Participants  and  Beneficiaries  who  are  subject  to  Section  16 of the
     Securities  and Exchange Act of 1934 with  reference to  securities  of the
     Company, benefits distributed under this Article XI shall be subject to the
     provisions of Section 9.05 above.
<PAGE>

     Clause 11.02 (h). Reference to Code and Regulations. All benefits under the
     Plan shall be distributed  within the time allowed under Section  401(a)(9)
     of the  Internal  Revenue Code and the  Treasury  Regulations  proposed and
     promulgated  thereunder,  including,  the minimum  distribution  incidental
     benefit requirement of Section  1.401(a)(9)-2 of the Proposed  Regulations.
     In the event of any conflict  between the Plan and these  provisions of the
     Code and the  regulations  promulgated  by the Secretary of the Treasury or
     his or her delegate thereunder, the latter shall control.

     Section  11.03.  Amount of  Distribution.  Benefits under the Plan shall be
based on the  Participant's  vested  Aggregate  Account Balance as of the Ending
Date next preceding the date of  distribution.  To the extent such  distribution
consists of Company  Stock,  such  distribution  shall  include all proceeds and
dividends  with  respect to such stock  paid on or after  such  Ending  Date and
before the date of such distribution.

     Section 11.04.  Distributions to Minors and Disabled  Persons.  Any benefit
which is  distributable  to a person who is a minor,  or to a person who, in the
opinion of the  Committee,  is unable to manage his or her  affairs by reason of
illness or mental  incompetency,  may be made to or for the  benefit of any such
person in such of the following ways as the Committee shall direct: (i) directly
to any such minor person if, in the opinion of the Committee,  he or she is able
to  manage  his or her  affairs,  (ii) to the legal  representative  of any such
person,  (iii) to a custodian  under a uniform  gifts or transfers to minors act
for any such minor  person,  or (iv) to some near relative of any such person to
be used for the latter's benefit. Neither the Committee nor the Trustee shall be
required to see to the  application by any third party of any payment made to or
for the benefit of a person pursuant to this Section 11.04.

     Section  11.05.  Direct  Rollovers.  An eligible  recipient  of an eligible
rollover  distribution  may elect  before such  benefit is disbursed to have any
portion  thereof not less than $500  distributed  by a Direct  rollover  into an
eligible retirement plan, subject to the following requirements:

     Clause 11.05 (a). The  recipient  shall  furnish the  Committee  sufficient
     information  to identify  the  eligible  retirement  plan and the  trustee,
     custodian or insurer thereunder to whom the transfer should be paid.

     Clause 11.05 (b). "Eligible  retirement plan" means (i) an employees' trust
     described in section  401(a) of the  Internal  Revenue Code which is exempt
     from tax under section 501(a) of the Internal Revenue Code, (ii) an annuity
     plan  described  in  section  403(a)  of such  Code,  (iii)  an  individual
     retirement  account  described  in  section  408(a) of such  Code,  (iv) an
     individual retirement annuity described in section 408(b) of such Code, (v)
     an eligible deferred  compensation plan described in section 457(b) of such
     Code that agrees to  separately  account for amounts  rolled into such plan
     from any other type of eligible  retirement  plan and that is maintained by
     an eligible  employer  described in section  457(e)(i)(A)  of such Code, or
     (vi) an  annuity  contract  described  in  section  403(b)  of  such  Code;
     provided,  however, that such trust, plan, account,  annuity or contract is
     authorized   to  accept  the   eligible   recipient's   eligible   rollover
     distribution.
<PAGE>

     Clause 11.05 (c). "Eligible rollover  distribution"  means any distribution
     to an eligible  recipient  of all or any portion of the  Employee's  vested
     Aggregate Benefit Account Balance; provided,  however, that such term shall
     not include (i) any distribution  which is one of a series of substantially
     equal annual or more frequent  periodic  distributions  being made over the
     life or life expectancy of the Participant or the joint lives or joint life
     expectancies  of the  Participant  and a designated  beneficiary  or over a
     specified  period of ten years or more, (ii) any distribution to the extent
     it is required  under  section  401(a)(9) of the Internal  Revenue Code, or
     (iii) any distribution which is made upon hardship of the Participant.

     Clause 11.05 (d). "Eligible recipient" means the Participant, the spouse of
     a deceased  Participant  and a spouse or former  spouse who is an alternate
     payee under a Qualified Domestic Relations Order.

     Clause 11.05 (e). The maximum  amount that may be  distributed  by a Direct
     rollover  into an eligible  retirement  plan pursuant to this Section 11.05
     shall not exceed the portion of such eligible rollover  distribution  which
     would be includible in the eligible  recipient's  gross income  (determined
     without  regard  to the  exclusion  for net  unrealized  appreciation  with
     respect  to  employer  securities),  unless  the  amount  in excess of such
     maximum  (i)  is  transferred  in a  direct  trust-to-trust  transfer  to a
     qualified trust under a qualified defined contribution plan which agrees to
     separately  account for such  excess  amount or (ii) is  transferred  to an
     individual  retirement  account described in section 408(a) of the Internal
     Revenue  Code or an  individual  retirement  annuity  described  in section
     408(b) of such Code.

     Section 11.06. Benefits on Death. A Participant's  benefits under the Plan,
to the extent not distributed to the Participant before the Participant's death,
shall be  distributed  to the  Participant's  Beneficiary  or  Beneficiaries.  A
Participant  may  designate,   in  writing,  the  Beneficiary  or  Beneficiaries
(including   contingent   Beneficiaries)   to  whom  the   Trustee   shall  make
distributions  becoming  distributable after his or her death. Such designations
shall be subject to the following conditions and limitations:

     Clause 11.06 (a). Designation.  A Beneficiary designation must be on a form
     provided or acceptable  to the  Committee  for use in connection  with this
     Plan and must be  signed by the  Participant.  Any such  designation  shall
     become  effective only upon its receipt by the Committee prior to the death
     of the Participant.  Except to the extent otherwise  expressly  provided in
     such designation,  the following provisions shall apply with respect to all
     benefits distributable upon or after the death of the Participant:
<PAGE>

          (1) Such  benefits  shall be divided  between and  distributed  to the
     designated   primary   Beneficiaries.   If  one  or  more  of  the  primary
     Beneficiaries do not survive the  Participant,  the amounts which otherwise
     would  have been  payable  to such  deceased  primary  Beneficiaries  shall
     instead be divided  between and paid to those of the primary  Beneficiaries
     who do survive the  Participant,  such division to be made in proportion to
     the amounts otherwise payable to such surviving primary Beneficiaries.

          (2) If no primary  Beneficiary  shall  survive the  Participant,  such
     benefits  shall be divided  between and paid to the  designated  contingent
     Beneficiaries.  If  one or  more  of the  contingent  Beneficiaries  do not
     survive  the  Participant,  the  amounts  which  otherwise  would have been
     payable to such deceased contingent  Beneficiaries shall instead be divided
     between and paid to those of the  contingent  Beneficiaries  who do survive
     the  Participant,  such  division to be made in  proportion  to the amounts
     otherwise payable to such surviving contingent Beneficiaries.

          (3) In the event of the termination of the Participant's  marriage, by
     dissolution,  divorce  or  annulment,  subsequent  to the  receipt  of such
     designation by the Committee,  the designation shall be deemed to have been
     revoked  and to be of no  further  force or  effect,  except  as  otherwise
     required by a Qualified  Domestic  Relations  Order,  unless (i) the former
     spouse of the Participant is not designated by the designation as a primary
     or contingent  Beneficiary and (ii) no trust of which such former spouse is
     a beneficiary  is designated by the  designation as a primary or contingent
     Beneficiary.

     Clause 11.06 (b).  Change of  Designation  by  Participant.  Subject to the
     requirements  of Clause  11.06(c)  below of this Section 11.06  relating to
     spousal consent,  a Participant may at any time revoke a prior  designation
     and change designated primary Beneficiaries and contingent Beneficiaries by
     delivering a revised Beneficiary designation to the Committee in accordance
     with the  provisions of this Section  11.06.  Any such revised  designation
     shall become  effective only upon its receipt by the Committee prior to the
     death of the Participant.  The last effective  designation  received by the
     Committee  shall be controlling  and,  whether or not dispositive of all of
     the  benefits  payable  with  respect to the  Participant  after his or her
     death, shall supersede all prior designations.

     Clause 11.06 (c).  Benefits  Payable to Spouse of  Participant.  Unless the
     surviving  spouse of a Participant has consented to some other  disposition
     or files a written  disclaimer,  any  benefits  payable with respect to the
     Participant  after  the  death  of the  Participant  shall  be  paid to the
     surviving spouse of the  Participant.  Any such consent must relate to, and
     must be set forth  upon or  appended  to,  the last  effective  Beneficiary
     designation  submitted by the Participant.  Any such consent must be signed


<PAGE>

     by such surviving spouse and witnessed by a representative of the Committee
     or by a notary public.  Such consent,  once given,  may not be revoked.  No
     Beneficiary designation of a Participant which has been consented to by the
     spouse of the Participant in accordance  with the foregoing  provisions may
     be  revoked by such  Participant  at a time when such  Participant  remains
     married to such spouse,  except with the written consent of such spouse.  A
     surviving  spouse or other  Beneficiary  who is  entitled  to  receive  any
     benefits under the provisions of this Plan may disclaim all or part of such
     benefits in the manner  provided  by law.  If a  surviving  spouse or other
     Beneficiary effectively disclaims any benefits payable under the provisions
     of this  Plan,  such  benefits  shall be paid to such  person or persons as
     would have been entitled  thereto had such spouse or other  Beneficiary not
     survived the Participant.

     Clause 11.06 (d).  Failure of  Participant  to Designate.  If a Participant
     dies without  designating  a Beneficiary  in  accordance  with this Section
     11.06,  or if  none  of the  Beneficiaries  designated  by the  Participant
     survive the Participant, the Participant shall be deemed to have designated
     the  following  Beneficiaries  in the  following  order of priority (i) the
     surviving  spouse  of  the  Participant;  (ii)  if the  Participant  has no
     surviving  spouse  but has a  surviving  descendant,  the  children  of the
     Participant,  including adopted children,  equally,  the share of any child
     who does not survive the  Participant to pass to the surviving  descendants
     of such child,  per stirpes,  if any  descendant of such child survives the
     Participant,  otherwise to augment the shares of the other of such children
     or their respective descendants;  (iii) if the Participant has no surviving
     spouse  or  descendant  but has a  surviving  parent,  the  parents  of the
     Participant,  equally,  or the survivor of them if one but not both of them
     survives  the  Participant;  or (iv) if the  Participant  has no  surviving
     spouse, descendant or parent, the estate of the Participant. The provisions
     of this  clause  shall  be  subject  to the  provisions  of any  applicable
     Qualified Domestic Relations Order.

     Clause 11.06 (e). Limitations on Beneficiaries' Rights. Whenever the rights
     of  a  Participant   are  stated  or  limited  in  the  Plan,  his  or  her
     Beneficiaries  shall be bound thereby. A Beneficiary's right to information
     or data  concerning  the Plan shall not arise until he or she first becomes
     entitled to receive a benefit under the Plan.

     Section 11.07.  Distributions  Under  Domestic  Relations  Orders.  Nothing
contained in this Plan prevents the Trustee, in accordance with the direction of
the  Committee,  from  complying  with the  provisions  of a Qualified  Domestic
Relations  Order.  The  following  rules  shall  apply  to  distributions  under
Qualified Domestic Relations Orders:
<PAGE>

     Clause  11.07  (a).  This  Plan  specifically  permits  distribution  to an
     alternate  payee under a Qualified  Domestic  Relations  Order at any time,
     irrespective  of whether the  Participant  has attained his or her earliest
     retirement  age [as defined  under Section  414(p) of the Internal  Revenue
     Code] under the Plan. A  distribution  to an  alternate  payee prior to the
     Participant's attainment of his or her earliest retirement age is available
     only if:  (i) the order  specifies  an earlier  distribution  or permits an
     agreement  between the Plan and the alternate payee to authorize an earlier
     distribution;  and (ii) either the amount  payable to the  alternate  payee
     does not  exceed  $5,000  at the time of  payment  or the  alternate  payee
     consents  to  any  distribution   occurring  prior  to  the   Participant's
     attainment of his or her earliest  retirement age.  Nothing in this Section
     11.07  gives  a  Participant  a right  to  receive  distribution  at a time
     otherwise  not permitted  under the Plan,  nor does it permit the alternate
     payee to receive a form of payment not otherwise permitted under the Plan.

     Clause 11.07 (b). The Committee  shall establish  reasonable  procedures to
     determine  the  qualified  status  of  a  domestic  relations  order.  Upon
     receiving a domestic  relations order, the Committee  promptly shall notify
     the Participant and any alternate payee named in the order, in writing,  of
     the  receipt of the order and the Plan's  procedures  for  determining  the
     qualified  status of the order.  Within a  reasonable  period of time after
     receiving the domestic  relations  order,  the Committee must determine the
     qualified  status of the order and must  notify  the  Participant  and each
     alternate  payee,  in writing,  of its  determination.  The Committee shall
     provide notice under this Section 11.07 by mail to the address specified in
     the domestic  relations order, or in a manner consistent with Department of
     Labor regulations.

     Clause  11.07 (c). If the  Participant's  vested  benefit  becomes  payable
     during  the  period  the  Committee  is  making  its  determination  of the
     qualified status of the domestic relations order, the Committee must make a
     separate accounting of the amounts payable. If the Committee determines the
     order is a Qualified  Domestic  Relations Order within eighteen (18) months
     of the date amounts first are payable  following  receipt of the order, the
     Committee  shall direct the Trustee to  distribute  the payable  amounts in
     accordance with the order. If the Committee does not make its determination
     of the  qualified  status of the order  within  such  eighteen  (18)  month
     determination  period, the Committee shall direct the Trustee to distribute
     the payable  amounts in the manner provided in the Plan as if the order did
     not exist.

     Section 11.08. Notification.  Prior to distributing benefits, the Committee
shall  give  the  Participant  or  Beneficiary  a  written  explanation  of  the
following:

     Clause  11.08 (a).  The right of the  Participant  whose  vested  Aggregate
     Account Balance exceeds $5,000 to defer  distribution until the earlier of:
     (i) the Ending Date of any Plan Year in which the  Participant  requests in
     writing  to  receive  his or her  benefits,  or (ii) the  Ending  Date next
     following his or her Normal Retirement Date.
<PAGE>

     Clause 11.08 (b). The right of the  Participant or Beneficiary  whose Stock
     Account  contains  less than  three (3) vested  shares of Company  Stock to
     receive upon written request the distribution of such benefits in cash.

     Clause 11.08 (c). The right of the  Participant  or  Beneficiary to receive
     distribution in the form of a Direct Rollover under Section 11.05 above, if
     applicable.

     Clause  11.08  (d).  The  applicability  of  mandatory  federal  income tax
     withholding if a Direct Rollover could be elected under Section 11.05 above
     and is not.

     Clause  11.08 (e).  The  applicable  rules on rollover  and taxation of the
     distribution  as required by Section  402(f) of the Internal  Revenue Code.
     Such notification shall be provided no earlier than ninety (90) days and no
     later than thirty (30) days prior to the distribution.  However, the thirty
     (30) day limitation may be waived if the Participant  affirmatively  elects
     to make, or not to make, a Direct  Rollover under Section 11.05 above after
     having been  informed  of such right of election  and having been given the
     opportunity to consider such election for at least thirty (30) days.

     Section 11.09. Special Situations

     Clause  11.09 (a).  Rehired  Participants.  If a  Participant  entitled  to
     receive   benefits  is  rehired  by  an  Employer  before  the  benefit  is
     distributed,  the benefit shall not be distributed  except to the extent it
     would have been distributable  without regard to the Participant's  earlier
     Termination of Employment.

     Clause  11.09  (b).  Lost  Participant  or  Beneficiary.  If the  date  for
     distribution  of a benefit has passed and the Committee has not located the
     Participant or Beneficiary, the Committee shall distribute the benefit into
     an interest  bearing account in a financial  institution in the name of the
     Participant or Beneficiary.  This shall  constitute a lump sum distribution
     to which regular tax reporting and withholding requirements shall apply.

     Section 11.10. Elective Transfers To Other Plans of Employer. A Participant
may elect to  transfer  his or her  entire  benefit  under  this Plan to another
qualified  defined  contribution  plan  maintained by an Employer,  even if such
transfer results in the elimination or reduction of protected  benefits,  if the
following requirements are met:

     Clause 11.10 (a). The transfer may be made only if the Participant  makes a
     voluntary,  fully-informed  election to transfer his or her entire  benefit
     from this Plan to the other plan. The  Participant  must be informed of his
     or her right, in lieu of transferring  such interest,  to retain his or her
     protected  benefits  under  the Plan or,  if the  Plan is  terminating,  to
     receive any optional form of benefit for which he or she is eligible  under
     this Plan.
<PAGE>

     Clause 11.10 (b). The transfer must be made (i) in connection with an asset
     or stock acquisition,  merger or similar transaction  involving a change in
     employer of the employees of a trade or business or (ii) in connection with
     a change in the  Participant's  employment  status as a result of which the
     Participant is not entitled to additional allocations under this Plan.

     Clause 11.10 (c). The transfer must be effected in a manner  satisfying the
     requirements  of section  414(l) of the Internal  Revenue Code  relating to
     transfers of plan assets.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE XII

                                   Forfeitures

     Section 12.01.  Full Vesting at Retirement  Date. A Participant's  Accounts
shall become fully vested upon his or her Retirement Date.

     Section 12.02. Full Vesting on Death,  Disability or Sale of Business.  The
Accounts of a Participant  shall become fully vested upon the  occurrence of any
of the following:  (i) such  Participant dies while in the employ of an Employer
or on an Authorized Leave of Absence; (ii) such Participant incurs a Termination
of Employment by reason of his or her Total and Permanent  Disability;  or (iii)
such  Participant  incurs a  Termination  of  Employment  as a  result  of or in
connection  with  the  sale  of an  Employer  or the  sale by an  Employer  of a
broadcasting station,  network,  publication or other property of such Employer.
The Committee shall  determine  whether a Participant has incurred a Termination
of Employment as a result of or in connection  with a sale;  provided,  however,
that a Participant  shall not be deemed to have  incurred such a Termination  of
Employment unless (i) his or her primary  employment prior to such sale was with
the Employer,  broadcasting station, network, publication or other property that
was sold,  (ii) he or she was an Employee  at the end of the day next  preceding
the day on which such sale became  effective,  and (iii) he or she was no longer
an  Employee  on the day one  week  after  the day on  which  such  sale  became
effective.  The Committee shall  determine  whether a Participant has suffered a
Total and Permanent  Disability,  and its determination in this respect shall be
binding upon the Participant;  provided,  however, that the Committee, in making
such determination,  shall obtain and consider  professional  medical advice. In
making its determination, the Committee may require the Participant to submit to
medical  examinations  by doctors  selected by the  Committee.  A  Participant's
Termination  of  Employment  shall  not be  deemed  to be by reason of Total and
Permanent  Disability  unless,  prior to the end of the Plan Year in which  such
Termination of Employment  occurs,  or, if such Termination of Employment occurs
within  sixty  (60) days of the end of such Plan  Year,  within  sixty (60) days
after such  Termination of Employment,  the Committee  determines such to be the
case or the Participant  notifies the Committee in writing that he or she claims
such to be the case. For purposes of this section, in the case of the sale of an
Employer (or a broadcasting  station,  network,  publication or other unit of an
Employer)  which  is  implemented  in part  pursuant  to a local  management  or
marketing  agreement  between the seller and the buyer  pending  transfer of the
applicable  licenses,  the sale shall be deemed to become  effective on the date
the  employees  of such  Employer  (or such  unit of an  Employer)  cease  being
Employees of such Employer and become employees of the buyer.
<PAGE>

     Section 12.03. Vesting After Reorganization. A Participant credited with at
least one Hour of Service  after April 4, 2001,  the date of  reorganization  of
Emmis Communications Corporation, the Company's parent holding company, shall be
fully vested in his or her Accounts under the Plan.

     Section  12.04.  Vesting.  A  Participant  shall  be  vested  in his or her
Accounts to the extent provided in Clauses 12.04(a) through 12.04(d) below.

     Clause 12.04 (a). Regular Vesting  Schedule.  A Participant shall be vested
     in his or her Accounts to the extent of the following  percentages  (or the
     higher  percentages  set forth in Clause  12.04(b)  below,  if applicable),
     based upon the number of his or her years of service:

               Completed Years                       Nonforfeitable
                 of Service                           Percentage
                 ----------                           ----------
              Less than 4 years                            0%
              4 or more years                            100%

     Clause 12.04 (b). Top Heavy Vesting Schedule. Effective as of the first day
     of the first  Plan Year for which the Plan is a Top Heavy  Plan and for all
     subsequent Plan Years, the following  vesting schedule shall be substituted
     for the  schedule set forth in Clause  12.04(a)  above,  and a  Participant
     shall be  vested in his or her  Accounts  to the  extent  of the  following
     percentages, based upon the number of his or her years of service:

             Completed Years                          Nonforfeitable
               of Service                               Percentage
               ----------                               ----------
         Less than 2 years                                  0%
         2 but less than 3 years                           20%
         3 but less than 4 years                           40%
         4 or more years                                  100%

     The foregoing  vesting schedule shall apply to all Participants who earn at
     least one Hour of Service after the schedule becomes effective.  A shift to
     the foregoing vesting schedule from the vesting schedule provided in Clause
     12.04(a)  above  shall be  considered  a  vesting  schedule  amendment  for
     purposes of Section 17.03 below.

     Clause 12.04 (c). "Year of Service"  Defined.  For purposes of this Section
     12.04,  a year of  service  shall be a period  of twelve  (12)  consecutive
     months,  commencing with any Anniversary Date, during which an Employee has
     completed  one  thousand  (1,000)  Hours of  Service.  Notwithstanding  the
     foregoing,  if (i) any Employee's  initial  eligibility  computation period
     pursuant  to  Section  5.03 above  overlaps  two such  vesting  computation
     periods,  (ii) said  Employee  completes  one year of service as defined in
     Section  5.03  above but does not  complete a year of service as defined in
     this Clause  12.04(c)  in either of such  overlapping  vesting  computation
     periods, and (iii) said Employee becomes a Participant in the Plan pursuant
     to Section 5.02 above,  then the year of service  completed for purposes of
     Section  5.03 above shall be deemed to be a year of service  completed  for
     purposes of this Clause 12.04(c).
<PAGE>

     Clause 12.04 (d).  Determination of Years of Service . For purposes of this
     Section 12.04,  all years of service  (whether or not continuous)  shall be
     taken into account, except as follows:

          (1) In the  case of any  Participant  who has any One  Year  Break  in
     Service,  years of service  ending before the beginning of such break shall
     not be taken into account  until such  Participant  has completed a year of
     service ending after the close of such break.

          (2) In the case of any  Participant  who has any  Forfeiture  Break in
     Service,  years of service after such break shall not be taken into account
     for purposes of determining  the vested amount in his or her Accounts which
     accrued prior to such break.

          (3) Years of service with a predecessor of the Company or an Affiliate
     shall be taken into account,  if such predecessor did not maintain the Plan
     or a predecessor  plan and was not itself an Affiliate,  only to the extent
     such service was for a radio or television  station acquired by the Company
     or such Affiliate from such predecessor, and then only to the extent of one
     year of service if the Participant had two or more but less than four years
     of  service  with  such  predecessor,  or  two  years  of  service  if  the
     Participant had four or more years of service with such predecessor.  If an
     individual  is  credited  with 1,000 or more Hours of Service in respect of
     the period  which  begins  when the  Company or such  Affiliate  makes such
     acquisition  and which  ends at the  close of the Plan  Year in which  such
     acquisition  occurs, this shall count as a full year of vesting service and
     shall not be subject to the one for two rule or the two year maximum  rule.
     If an individual is credited with 1,000 or more Hours of Service during the
     Plan Year in which such  acquisition is made but is not credited with 1,000
     or more Hours of Service  during  the  portion of such Plan Year  remaining
     after such acquisition  occurs,  this shall count as a year of service with
     such  predecessor  and,  together  with prior  years of  service  with such
     predecessor,  shall  be  subject  to the one for two  rule and the two year
     maximum rule.  Notwithstanding the foregoing, all years of service with the
     following  entities  shall be taken into  account:  (i) Emmis  Broadcasting
     Corporation  of Minnesota  ("Emmis 2"), a Minnesota  corporation  which was
     merged  into the  Company  in 1986;  (ii)  Emmis  Broadcasting  Corporation
     ("Emmis 1"), an Indiana  corporation which was merged into Emmis 2 in 1984;
     and  (iii) all  corporations  which at any time  were  direct  or  indirect
     subsidiaries of Emmis 2.
<PAGE>

          (4) In the case of an entity which does not become an Affiliate  until
     after January 24, 1995,  years of service with such entity  completed prior
     to the Plan Year in which such entity becomes an Affiliate,  during no part
     of which such entity  maintained the Plan or a predecessor  plan,  shall be
     taken into  account  only to the  extent  such  service  was for a radio or
     television  station  such entity  continued  to operate  after it became an
     Affiliate,  and  then  only to the  extent  of one year of  service  if the
     Participant  had two or more but less than four such years of  service,  or
     two years of  service  if the  Participant  had four or more such  years of
     service.  If an  individual is credited with 1,000 or more Hours of Service
     with such entity either (i) in respect of the period which begins when such
     entity becomes an Affiliate and which ends at the close of the Plan Year in
     which such entity  becomes an Affiliate or (ii) in respect of the Plan Year
     in which such entity  becomes an Employer,  this shall count as a full year
     of vesting  service and shall not be subject to the one for two rule or the
     two year maximum  rule.  If an  individual  is credited  with 1,000 or more
     Hours of Service with such entity during the Plan Year in which such entity
     becomes  an  Affiliate  but is not  credited  with  1,000 or more  Hours of
     Service  during the portion of such Plan Year  remaining  after such entity
     becomes an Affiliate,  and if such entity does not become an Employer prior
     to the  close  of  such  Plan  Year  and  did not  maintain  the  Plan or a
     predecessor plan prior to becoming an Affiliate, this shall count as a year
     of service completed prior to the Plan Year in which such entity becomes an
     Affiliate  and,  together with any prior years of service with such entity,
     shall be subject to the one for two rule and the two year maximum rule.

          (5) For purposes of this Clause 12.04(d), "predecessor plan" means any
     pension,  profit sharing,  stock bonus, annuity or bond purchase plan of an
     Employer  described  in Sections  401(a),  403(a) or 405(a) of the Internal
     Revenue Code that was terminated  within a period of five years immediately
     preceding or following such Employer's adoption of this Plan.

     Section  12.05.   Forfeiture  of  Non-Vested  Amount.  In  the  case  of  a
Participant  who incurs a  Termination  of  Employment  prior to becoming  fully
vested under Section 12.01 or 12.03 and without  thereby  becoming  fully vested
under Section 12.02,  the excess of (i) the total amount in each Account of such
Participant  over (ii) the vested amount  determined in accordance  with Clauses
12.04(a) and 12.04(b) (whichever applies),  which excess is hereinafter referred
to as the  "non-vested  amount,"  shall  be  forfeited  in  accordance  with the
provisions of Clauses 12.05(a) through 12.05(c) below of this Section 12.05:

     Clause 12.05 (a). Time of Forfeiture.  The Participant's  non-vested amount
     shall be forfeited as of the earlier of the following dates:

          (1) On the Ending Date of the Plan Year in which the Participant first
     incurs a Forfeiture Break in Service.
<PAGE>

          (2) On the Ending Date of the Plan Year in which the Participant dies.

          (3) On the Ending Date as of which the Participant receives a cash-out
     distribution  of the vested  portion  of his or her  Accounts  pursuant  to
     Section  16.02  above.  [For  this  purpose,  a zero  vested  balance  of a
     Participant shall be treated as though it were distributed immediately upon
     the Participant's Termination of Employment.]

     Clause 12.05 (b).  Determination of Non-Vested Amount. For purposes of this
     Section 12.04,  the total amount in an Account of a Participant  (i.e., the
     sum of the vested amount and the non-vested amount) shall be the net credit
     balance  of such  Account as of the Ending  Date the  non-vested  amount is
     forfeited,  after  making the  adjustment  required to be made  pursuant to
     Clauses  10.05(a)  through  10.05(d)  of Section  10.05  above and  Clauses
     10.08(a) through 10.08(c) of Section 10.08 above as of such Ending Date but
     prior to making the other adjustments required to be made as of such Ending
     Date.

     Clause 12.05 (c).  Charging of Non-Vested  Amount.  The  non-vested  amount
     shall be charged against the Account and credited to the Allocation Account
     and shall then be charged  to the  Allocation  Account  and  allocated  and
     credited  to the  Accounts of other  Participants  in  accordance  with the
     provisions of Article X, all as of the Ending Date such  non-vested  amount
     is forfeited.  After the  non-vested  amount has been charged  against such
     Account as aforesaid, the Participant shall be fully vested with respect to
     any amounts remaining in the Account to his or her credit.

     Section 12.06.  Restoration of Forfeiture upon Rehire.  If a Participant is
rehired  before  incurring a Forfeiture  Break in Service but after a forfeiture
has been charged  against his or her Account in  accordance  with Section  12.05
above,  shares of Company Stock forfeited from the  Participant's  Stock Account
and other amounts forfeited from the Participant's  Investment  Account shall be
subject to restoration  under this Section  12.06.  If the rehire occurs after a
Forfeiture Break in Service, no restoration shall occur.

     Clause 12.06 (a). Restorations under this Section 12.06 shall be made as of
     the first Ending Date after rehire and  application  under Clause  12.06(b)
     below.   The  number  of  shares  of  Company  Stock   forfeited  from  the
     Participant's   Stock  Account  (adjusted  for  interim   consolidation  or
     subdivision  stock splits,  stock redemptions and stock dividends) shall be
     credited to the Participant's  Stock Accounts and the  Participant's  Basis
     Account shall be credited  pursuant to Section 10.06.  The amount forfeited
     from a Participant's  Investment Account,  unadjusted for interim gains and
     losses, shall be restored to such Participant's Investment Account. Company
     Stock and amounts restored shall be derived as follows: (i) first, from any
     forfeitures  as of such Ending Date pursuant to Section  12.06 above;  (ii)
     second, from any Profit Sharing Contributions that are allocable as of such
     Ending Date pursuant to Section 7.05 above;  and (iii) third,  from any net
     increase in value of the Trust Fund that would otherwise be allocable as of
     such Ending Date  pursuant to Clause  10.08(e) of Section 10.08 above (such
     charge  against  the net  increase  in  value  to be  allocated  among  the
     Investment  Accounts in proportion to the  respective net increase in value
     of each.) If the foregoing is  insufficient to enable the Committee to make
     the required restoration, the Employers shall contribute, without regard to
     any requirement or condition of Section 6.01 above, such additional Company
     Stock or  amounts as are  necessary  to enable  the  Committee  to make the
     required  restoration.  The  Committee  shall  not take  into  account  the
     allocations  under  this  Section  12.06 in  applying  the  limitations  on
     allocations provided under Article VIII above.

     Clause  12.06 (b).  In order to receive a  restoration  under this  Section
     12.06,  a  Participant  must be employed  by an  Employer  and apply to the
     Committee for restoration not later than five (5) years after rehire.



<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                  ARTICLE XIII

                       Provisions Regarding Company Stock

     Section  13.01.  Voting of Company  Stock.  Company Stock held in the Trust
Fund,  whether  allocated or  unallocated,  shall be voted by the Trustee in its
discretion.

     Section 13.02.  Response to Tender Offer or Proposed Merger or Acquisition.
The  following  provisions  shall be  applicable in the event of a tender offer,
merger or acquisition affecting shares of Allocated Company Stock:

     Clause 13.02 (a). As soon as practicable  after receipt of any  information
     regarding  a tender  offer for  Company  Stock or  information  regarding a
     proposed  merger or acquisition  pursuant to which holders of Company Stock
     would  have  rights  (other  than or in  addition  to voting  rights),  the
     Committee shall notify all Participants who have Company Stock allocated to
     their Stock  Accounts of the terms of such tender offer or proposed  merger
     or acquisition  and such rights in connection  therewith.  The notice shall
     include a form of letter of  instructions  to the Trustee  which shall show
     the number of shares of Company Stock allocated to the Participant's  Stock
     Account and allow the  Participant  to indicate his or her preference as to
     how the Trustee should exercise such rights.

     Clause  13.02  (b).   Participants  shall  be  entitled  to  express  their
     preference as to how the Trustee should  exercise such rights by completing
     such letter of  instructions  and delivering the same to the Trustee within
     the time fixed by the Trustee in such notice.  Any such instructions to the
     Trustee  may be revoked in writing if such  revocation  is  received by the
     Trustee  before the date  established  by the  Trustee  for  revocation  as
     explained in such notice.  The Trustee shall exercise such rights regarding
     all shares of Company  Stock held in the Trust Fund  (whether  allocated or
     unallocated)  in proportion  to the  preference  indicated by  Participants
     returning their letters of  instructions.  In determining the proportion of
     votes cast for each available choice, each shall be deemed to have received
     that  number  of votes  which is equal to the  total  number  of  shares of
     Company Stock held in the Stock  Accounts of  Participants  who expressed a
     preference for that choice, with fractional votes (expressed to the nearest
     one-hundredth) being assigned with respect to any fractional shares held in
     such Participants' Stock Accounts.  The proportion for each choice shall be
     determined  by  dividing  such number of votes for each choice by the total
     number  voted.  The Trustee  shall then vote a portion of all Company Stock
     held in the Trust Fund (whether  allocated or unallocated)  for each choice
     in  accordance  with such  proportion.  All  rights  other  exercisable  in
     connection  with such tender offer,  merger or acquisition  with respect to
     shares of  Company  Stock  held in the Trust  Fund  (whether  allocated  or
     unallocated) shall be exercised in accordance therewith.

     Clause  13.02 (c).  Any cash or other  property  received in  exchange  for
     Company  Stock  held in a  Participant's  Stock  Account as a result of the
     exercise of such rights shall be allocated to the Participant's  Investment
     Account.


<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                  ARTICLE XIV

                            Benefit Claims Procedure


     Section  14.01.  Claims  Procedures.  The  Committee  shall  establish  and
maintain  reasonable  procedures  governing  the  filing of  benefit  claims and
notification of benefit determinations.  Such rules and procedures shall include
administrative  processes and  safeguards  designed to ensure that benefit claim
determinations are made in accordance with the Plan and, where appropriate, that
Plan  provisions  are  applied  consistently  in respect of  similarly  situated
claimants.

     Section 14.02. Claims for Benefits. Any application for benefits (including
withdrawals  and loans)  under the Plan shall be submitted  in  accordance  with
procedures prescribed by the Committee.

     Section 14.03.  Denial of Claims.  The Committee shall provide the claimant
with written or electronic  notification of any adverse  benefit  determination.
The notification shall set forth, in a manner calculated to be understood by the
claimant,  specific  reasons for the  denial,  specific  references  to the Plan
provisions on which the adverse  determination  was based,  a description of any
information  or material  necessary to perfect the claim,  an explanation of why
any such information or material is necessary,  and an explanation of the Plan's
review  procedures,  including the time limits applicable to such procedures and
the  claimant's  right to bring a civil  action  under  section  502(a) of ERISA
following an adverse determination on review. Such written notice shall be given
to the claimant  within 90 days after the Committee  receives the claim (45 days
in  the  case  of  a  claim  involving  disability  benefits),   unless  special
circumstances require an extension of time for processing the claim. In no event
shall such an  extension  exceed a period of 90 days from the end of the initial
90-day period. If such an extension is required, written notice thereof shall be
furnished  to the claimant  before the end of the initial  90-day  period.  Such
notice shall indicate the special  circumstances  requiring an extension of time
and the date by which the  Committee  expects to render a  decision.  If written
notice  is not  given to the  claimant  within  the  period  prescribed  by this
Section,  the claim shall be deemed to have been denied for  purposes of Section
14.05 upon the expiration of such period.

     Section 14.04. Review Panel. The Company's Governing Body from time to time
shall  appoint a Review  Panel.  The Review Panel shall consist of three or more
individuals  who are not members of the  Committee but who may (but need not) be
officers or  employees  of an Employer.  The Review  Panel shall  establish  and
maintain reasonable rules and procedures  governing appeals from adverse benefit
determinations. Such rules and procedures shall include administrative processes
and safeguards  designed to ensure that  determinations on such appeals are made
in accordance  with the Plan and, where  appropriate,  that Plan  provisions are
applied  consistently  in respect of similarly  situated  claimants.  The Review


<PAGE>

Panel  shall be the named  fiduciary  of the Plan with  respect to the review of
adverse  benefit  determinations  made by the  Committee.  When  acting  in this
capacity,  it shall have  discretionary  authority  to confirm or overrule  such
determinations and to interpret Plan provisions  pertinent to its review of such
determinations.

     Section  14.05.  Request for Review of Denial.  Any person  whose claim for
benefits  is  denied  in  whole or in part (or  such  person's  duly  authorized
representative)  may  appeal  the denial by  submitting  to the  Review  Panel a
request for a full and fair review of such  denial.  Any such  request  shall be
submitted  within 60 days  after  receiving  notification  of such  denial.  The
request shall be in writing,  shall be addressed to the President of the Company
at the  Company's  principal  office,  and shall set forth all of the grounds on
which it is based,  all facts in support of the request,  and any other  matters
which the claimant deems  pertinent.  Following  receipt of such a request,  the
Review Panel shall conduct a hearing at which the claimant may be represented by
an  attorney or other  representative  of his or her  choosing  and at which the
claimant  shall have an  opportunity  to submit  written and oral  evidence  and
arguments  in  support of his or her claim.  Either the  claimant  or the Review
Panel  may  cause  a court  reporter  to  attend  the  hearing  and  record  the
proceedings.  In such event, a complete  written  transcript of the  proceedings
shall be  furnished  by the court  reporter to both the  claimant and the Review
Panel.  If the claimant  acts alone in causing the court  reporter to attend the
hearing,  the claimant shall pay the full expense of any such court reporter and
such  transcripts.  Otherwise,  the full amount of such expense shall be paid by
the Company.  Both prior to and after the  submission of the request for review,
the  Review  Panel  shall  give the  claimant  or his or her  representative  an
opportunity  to review (or to receive  copies of, free of charge) all documents,
records and other information,  not legally  privileged,  which are pertinent to
the claim at issue and its denial.  Following the  submission of the request for
review,  the Review  Panel may  require the  claimant to submit such  additional
facts,  documents or other  material as it may deem  necessary or appropriate in
making its review.

     Section  14.06.  Decision  on Review of  Denial.  Within 60 days  after the
receipt of the aforesaid request for review, the Review Panel shall conclude its
review and deliver to the claimant a written decision on the claim,  except that
if there are  special  circumstances  [such as the  inability  to  conclude  the
hearing  within 30 days after such  receipt]  which require an extension of time
for  processing,  the  aforesaid 60 day period shall be extended to 120 days. In
the event the Review  Panel  confirms  the denial of the claim for  benefits  in
whole or in part, such written decision shall set forth, in a manner  calculated
to be  understood  by the  applicant,  the specific  reasons for such denial and
specific  references to the Plan  provisions on which the decision is based.  To
the  extent  the  Review  Panel  overrules  the  denial of the  application  for
benefits, the benefits in question shall be provided to the claimant.
<PAGE>

     Section 14.07. Exhaustion of Administrative Remedies. No legal or equitable
action  for  benefits  under  the Plan  shall be  brought  unless  and until the
claimant  (a) has  submitted a claim for  benefits in  accordance  with  Section
14.02,  (b) has been notified that the claim is denied,  (c) has filed a written
request for a review of the denial in accordance  with Section 14.05 and (d) has
been  notified in writing  that the Review  Panel has affirmed the denial of the
application;  provided,  however,  that  an  action  may be  brought  after  the
Committee  or the Review  Panel has failed to act in respect of the claim or its
denial within the time limits provided in Sections 14.03 and 14.06.


<PAGE>


Emmis Operating Company - Profit Sharing Plan




                                      XV-1

                                   ARTICLE XV

                             Spendthrift Provisions

     Section  15.01.  Inalienability  of Benefits.  Subject to the provisions of
Section 11.07 above relating to Qualified  Domestic  Relations Orders, the right
of any  Participant  or  Beneficiary to any benefit or payment under the Plan or
Trust Fund or to any separate  Account  maintained as provided in the Plan shall
not be subject to voluntary or involuntary  transfer,  alienation or assignment.
Except for any claim the Trustee may have against a Participant  as security for
a loan, and except as provided in any Qualified  Domestic  Relations  Order,  no
such right shall be subject to  attachment,  execution,  sequestration  or other
legal  or  equitable  process  or be in any way  subject  to the  claims  of the
creditors of the Participant or any Beneficiary,  including, without limitation,
any liability for contracts, debts, torts, alimony, or support.

     Section 15.02. Application of Benefits In Event Of Attempted Alienation. In
the event a Participant or Beneficiary  attempts to assign,  transfer or dispose
of a right to any  benefit  or  payment  under the Plan or Trust  Fund or to any
separate account  maintained as provided in the Plan, or in the event such right
is subjected to attachment, execution, sequestration or other legal or equitable
process, the Committee,  in its absolute discretion,  may terminate the interest
of the  Participant  or  Beneficiary in such benefit or payment and instruct the
Trustee to hold or apply such benefit or payment in such manner as the Committee
believes will be in the best interest of the Participant or Beneficiary.

     Section  15.03.  Payment of Benefits  into  Court.  In the event a question
arises  concerning the proper  recipient of any benefits payable under the Plan,
the  Committee  may  bring an  action in a court of  competent  jurisdiction  to
determine  the proper  recipient of such  benefits.  During the pendency of such
action,  any benefits  that become  payable shall be paid into the court as they
become  payable,  to be  distributed  by the court in accordance  with the final
order entered in such proceedings or any settlement  thereof entered into by all
of the parties thereto.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE XVI

                         Participation By Other Entities

     Section 16.01. Adoption. Any entity, whether or not presently existing, may
adopt this Plan with the consent of the Company, pursuant to appropriate written
resolutions  of the Governing  Body of such entity,  by executing such documents
with the Trustee as may be necessary to make such entity a party to the Trust as
an Employer.  An entity which  adopts the Plan shall  thereafter  be an Employer
with respect to its Employees for purposes of the Plan. The adopting  Employers,
other than the Company,  shall be shown on Appendix A hereto.  Appendix A may be
revised by an  appropriate  officer of Company  without  action by the Governing
Body of the Company.  By its adoption of this Plan, an entity shall be deemed to
have  appointed the Company (in the case of powers  conferred upon the Company),
the  Committee  (in the case of powers  conferred  upon the  Committee)  and the
Trustee (in the case of powers  conferred  upon the  Trustee)  as its  exclusive
agent to exercise on its behalf all of the power and authority conferred by this
Plan and the Trust Agreement upon the Company, the Committee or the Trustee. The
authority of the  Company,  the  Committee  and the Trustee to act as such agent
shall  continue until the Plan is terminated as to such entity and the assets of
the Trust Fund  attributable to such entity have been distributed by the Trustee
as provided in Section 16.03 or 18.03 below.

     Section 16.02.  Withdrawal.  Any Employer may at any time withdraw from the
Plan upon giving the  Committee and the Trustee at least thirty (30) days notice
in writing of its intention to withdraw.

     Section  16.03.  Segregation  of Trust  Assets  Upon  Withdrawal.  Upon the
withdrawal  of an Employer  pursuant to Section  16.02 above,  the Trustee shall
segregate  the  share of the  assets  of the  Trust  Fund  attributable  to such
Employer,  the value of which share shall equal the sum of (i) the total  amount
credited to the Accounts of Participants  of the withdrawing  Employer under the
Trust, plus (ii) the portion of the Allocation  Account under the Trust which is
attributable to the withdrawing Employer and its Participants. The determination
of which assets are to be so segregated shall be made by the Trustee in its sole
discretion.

     Section 16.04.  Exclusive Benefit of Participants.  Neither the segregation
and  transfer of the Trust  assets upon the  withdrawal  of an Employer  nor the
execution  of a new  agreement  and  declaration  of trust  by such  withdrawing
Employer  shall  operate  to permit any part of the Trust Fund to be used for or
diverted to purposes other than for the exclusive benefit of the Participants.

     Section  16.05.  Applicability  of Withdrawal  Provisions.  The  withdrawal
provisions  contained  in  Sections  16.02,  16.03,  and  16.04  above  shall be
applicable only if the withdrawing  Employer continues to cover its Participants
and eligible  Employees in a similar plan and trust qualified under Sections 401
and 501 of the Internal Revenue Code. Otherwise,  the termination  provisions of
the Plan and Trust Agreement shall apply.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                  ARTICLE XVII

                              Amendment of the Plan

     Section 17.01.  Right to Amend. The Governing Body of the Company may amend
the Plan with respect to all  Employers,  and the Governing  Body of an Employer
may  amend  the Plan  with  respect  to such  Employer,  pursuant  to a  written
resolution  adopted by such Governing  Body, at any time, and from time to time;
provided,  that any such  amendment  affecting  the  timing of  allocations  and
distributions,  or the formula that  determines  the amount,  price or timing of
such allocations or distributions,  to an officer or director of an Employer may
not be made  effective  within six (6) months of the effective date of any other
such amendment, except to the extent required to comply with provisions of ERISA
or the Internal  Revenue  Code.  Amendments  shall be made by means of a written
instrument  that is identified as an amendment of the Plan and that is effective
as of a  specified  date.  Such  instrument  shall  be  set  forth  in a  manner
consistent  with the terms,  provisions and format of this Plan  instrument.  No
amendment  that affects the rights,  duties or  responsibilities  of the Trustee
shall be made without the Trustee's written consent.

     Section 17.02.  Effective  Date of Amendments.  Neither the Company nor any
Employer shall have the right to modify or amend the Plan  retroactively in such
a manner as to deprive any  Participant or  Beneficiary  of any  non-forfeitable
benefit  to  which  he  or  she  was  entitled  under  the  Plan  by  reason  of
contributions  made prior  thereto  unless such  modification  or  amendment  is
necessary  to conform the Plan to, or to satisfy the  conditions  of, any law or
governmental  regulation or ruling,  or to permit the Plan and Trust to meet the
requirements of Sections  401(a) and 501(a) of the Internal  Revenue Code or any
similar statute enacted in lieu thereof. Subject to the foregoing, any amendment
of the Plan may be made effective  retroactive to the Initial  Effective Date of
the Plan or retroactive to any subsequent  date. As of the date a Participant or
Beneficiary  becomes  eligible to receive  benefits  under the Plan,  his or her
rights and  benefits  under the Plan as then  constituted  shall be deemed to be
fixed, and no subsequent amendment to or revision of the Plan shall be deemed to
enlarge,  improve,  or otherwise  alter those  rights or  benefits,  unless such
amendment specifically provides to the contrary; and such benefits shall be paid
to such Participant or Beneficiary in accordance with the provisions of the Plan
as it existed prior to any such subsequent amendments or revisions,  unless such
amendment specifically provides to the contrary.

     Section 17.03.  Vesting Schedule  Amendments.  If any amendment of the Plan
changes the vesting schedule under Clauses 12.04(a) or 12.04(b) of Section 12.04
above,  any  Participant  with three (3) or more years of service (as defined in
Clause  12.04(c) of Section 12.04 above,  determined as of the end of the period
within which the election  provided for in this Section 17.03 is permitted)  may
elect to have his or her  vested  percentage  computed  in  accordance  with the
vesting schedule in effect prior to such amendment.  The period during which the
election may be made shall  commence with the date such amendment is adopted and
shall end on the later of (i) sixty (60) days after such  amendment  is adopted,
(ii) sixty (60) days after such amendment  becomes effective or (iii) sixty (60)
days after the Participant receives notice of such amendment.
<PAGE>

     Section 17.04.  Protected Benefits. No amendment of this Plan may reduce or
eliminate  benefits that are protected  under Section  411(d)(6) of the Internal
Revenue  Code,  as  determined  immediately  prior to the adoption  date (or, if
later,  the effective  date) of the amendment.  Except as otherwise  provided by
applicable  regulations  promulgated  by the Secretary of the Treasury or his or
her  delegate,  an amendment  reduces or  eliminates  protected  benefits if the
amendment has the effect of eliminating an optional form of benefit.


<PAGE>


Emmis Operating Company - Profit Sharing Plan


                                 ARTICLE XVIII

                         Discontinuance of Contributions
                         to Plan or Termination of Plan

     Section 18.01. Right to Terminate Plan. Each Employer contemplates that the
Plan shall be permanent and that it shall be able to make  contributions  to the
Plan.  Nevertheless,  in  recognition  of the fact that  future  conditions  and
circumstances cannot now be entirely foreseen,  each Employer reserves the right
to  terminate  (as to such  Employer)  either  the Plan or both the Plan and the
Trust.

     Section  18.02.  Discontinuance  of  Contributions.  Whenever  an  Employer
determines  that  it  is  impossible  or  inadvisable  for  it to  make  further
contributions  as provided in the Plan, the Governing Body of such Employer may,
without  terminating  the Trust,  adopt an  appropriate  resolution  permanently
discontinuing  all further  contributions by such Employer.  A certified copy of
such resolution shall be delivered to the Committee and the Trustee. Thereafter,
the Committee and the Trustee shall continue to administer all the provisions of
the Plan  which are  necessary  and remain in force,  other than the  provisions
relating to contributions by such Employer.  However,  the Trust shall remain in
existence with respect to such Employer,  and all of the provisions of the Trust
Agreement shall remain in force.

     Section 18.03.  Termination of Plan and Trust.  If the Governing Body of an
Employer  determines  to  terminate  (as to such  Employer)  the Plan and  Trust
completely,  they shall be  terminated  insofar as they are  applicable  to such
Employer as of the date  specified in certified  copies of  resolutions  of such
Governing Body delivered to the Committee and the Trustee. Upon such termination
of the Plan and Trust, after payment of all expenses and proportional adjustment
of the  Accounts  of  Participants  employed by such  Employer  to reflect  such
expenses,  Trust Fund  profits  or losses,  and  allocations  of any  previously
unallocated funds to the date of termination, such Employer's Participants shall
be entitled to receive the amount then credited to their respective  Accounts in
the Trust Fund. The Committee shall direct the Trustee to distribute such amount
as provided in Section 11.01 above.  For purposes of allocating  any  previously
unallocated  funds,  the  requirements  of Section 7.04 above that a Participant
have  completed one thousand  (1,000) Hours of Service and be an Employee at the
end of the Plan Year shall be disregarded.

     Section  18.04.  Rights to Benefits  Upon  Termination  of Plan or Complete
Discontinuance of Contributions.  Upon the termination or partial termination of
the Plan by an Employer [within the meaning of Section 411(d)(3) of the Internal
Revenue Code], or upon the complete  discontinuance  of contributions  under the
Plan by an Employer  [within the meaning of Section  411(d)(3)  of the  Internal
Revenue Code], the rights of each of such Employer's  Participants to the amount
credited  to his or her  Accounts at such time shall be  nonforfeitable  without
reference to any formal  action on the part of such  Employer,  the Committee or
the Trustee.


<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                  ARTICLE XIX

                                  Miscellaneous

     Section  19.01.  Successor  Employers.  In the  event  of the  dissolution,
merger,  consolidation,  reorganization  or sale of the  assets of an  Employer,
provision may be made by which the Plan, with respect to such Employer,  will be
continued  by the  successor;  and,  in  that  event,  the  successor  shall  be
substituted for such Employer under the Plan with respect to such Employer.  The
substitution of the successor shall  constitute an assumption of such Employer's
Plan  liabilities  by the  successor,  and the  successor  shall have all of the
powers, duties and responsibilities of such Employer under the Plan with respect
to such Employer.

     Section  19.02.  Merger or  Consolidation.  Subject  to the  provisions  of
Section 18.04 above, if applicable,  this Plan may be wholly or partially merged
or  consolidated  with, or part or all of the Trust Fund may be  transferred  to
another trust fund held under, another plan of deferred compensation  maintained
or to be established for the benefit of all or some of the  Participants of this
Plan, if (and only if) the following conditions are met:

     Clause 19.02 (a). Each  Participant and  Beneficiary  would (if either this
     Plan  or  the  other  plan  then  terminated)  be  entitled  to  a  benefit
     immediately  after the merger,  consolidation or transfer which is equal to
     or greater  than the  benefit  to which he or she would have been  entitled
     immediately before the merger,  consolidation or transfer (if this Plan had
     been terminated);

     Clause  19.02  (b).  Such other  plan and trust  fund are  qualified  under
     Sections 401(a) and 501(a) of the Internal Revenue Code.

     Section 19.03. Status of Employment Relations. The adoption and maintenance
of the Plan and Trust shall not be deemed to  constitute  a contract  between an
Employer  and its  Employees or to be  consideration  for, or an  inducement  or
condition of, the employment of any person.  Nothing herein  contained  shall be
deemed (i) to give to any  Employee the right to be retained in the employ of an
Employer; (ii) to affect the right of an Employer to discipline or discharge any
Employee  at any  time;  (iii) to give an  Employer  the  right to  require  any
Employee  to remain in its  employ;  or (iv) to affect any  Employee's  right to
terminate his or her employment at any time.

     Section 19.04.  Employment Rights Under USERRA.  Notwithstanding  any other
provision  of the Plan to the  contrary,  contributions,  benefits  and  service
credits  with  respect  to  qualified  military  service  will  be  provided  in
accordance with section 414(u) of the Internal Revenue Code. For purposes of the
provisions of this Plan implementing this requirement,  including the provisions
of  the  Plan   respecting   Restoration   Contributions   and  withdrawals  and
distributions  of benefits,  the following  definitions  and  limitations  shall
apply:
<PAGE>

     Clause 19.04 (a). "Qualified military service" is defined in section 414(u)
     of the Internal Revenue Code and means, in respect of an individual who has
     been  absent from a position  of  employment  with an Employer by reason of
     service in the  uniformed  services [as defined in 38 U.S.C.  ss.4303(13)],
     any such  service  in  respect  of which such  individual  is  entitled  to
     reemployment  by such  Employer  under  chaper 43 of title 38 of the United
     States Code.

     Clause 19.04 (b). The  provisions  of Section 6.10  respecting  Restoration
     Contributions  shall not be  interpreted  to entitle an individual  who has
     been absent from a position of  employment  with an Employer to receive any
     benefits to which such  individual  would not have been  entitled  had such
     individual remained continuously employed in such position.

     Clause 19.04 (c). The  provisions  of Section 6.10  respecting  Restoration
     Contributions  shall not be  interpreted  to entitle an individual  who has
     been absent from a position of employment with an Employer to have included
     in the computation of such Restoration Contributions (i) amounts that would
     have been  earned  thereon  during  such period of absence and prior to the
     time they are made or (ii) amounts  attributable  to forfeitures  allocated
     during such period of absence.

     Clause  19.04 (d). For purposes of the  provisions  hereof  relating to the
     withdrawal and distribution of benefits,  an individual who is deemed to be
     on an  Authorized  Leave of Absence  by reason of service in the  uniformed
     services  shall  not be  considered  to  have  incurred  a  Termination  of
     Employment  or  severance  from  employment  unless  and until  such  leave
     terminates  prior to his or her return to work. A Participant who is absent
     from a position of employment  with an Employer by reason of service in the
     uniformed services,  and who notifies such Employer that he or she does not
     intend to return to such position  following such service,  no longer shall
     be deemed to be on an Authorized  Leave of Absence  provided such notice is
     in writing  and is given by the  Participant  after he or she has been made
     aware of any specific  rights or benefits he or she may lose by giving such
     notice.

     Section 19.05.  Benefits  Payable by Trust.  All benefits payable under the
Plan shall be paid or provided for solely from the Trust.  The Employers  assume
no liability or responsibility therefor.
<PAGE>

     Section 19.06.  Exclusive  Benefit.  The assets of the Trust Fund shall not
inure to the  benefit  of any  Employer  and  shall  be held  for the  exclusive
purposes of  providing  benefits to  Participants  and their  Beneficiaries  and
defraying reasonable expenses of administering the Plan.

     Section  19.07.  Applicable  Law.  The Plan and the  Trust  which is a part
thereof shall be construed, regulated, interpreted and administered under and in
accordance with the laws of the State of Indiana.

     Section 19.08. Interpretation of Plan and Trust. It is the intention of the
Employers that the Plan, and the Trust established by the Employers to implement
the Plan,  shall  comply  with the  provisions  of  Sections  401 and 501 of the
Internal  Revenue  Code and the  requirements  of ERISA,  and the  corresponding
provisions  of any  subsequent  laws,  and the  provisions of the Plan and Trust
Agreement shall be construed to effectuate such intention.


<PAGE>


Emmis Operating Company - Profit Sharing Plan



                                   ARTICLE XX

                             Transitional Provisions


     Section 20.01. Assumption of Plan by Emmis Operating Company. Prior to June
22, 2001, the Plan was maintained by Emmis  Communications  Corporation  and its
participating  affiliates.  On June 22, 2001, Emmis  Communications  Corporation
formed the Company as a wholly owned  subsidiary and  transferred to the Company
all of its  operating  assets  and  businesses  and  all  of  its  interests  in
subsidiaries.  On the same date, the Company  assumed the rights and obligations
of Emmis Broadcasting  Corporation as the Plan sponsor. The following provisions
of the Plan only are effective on and after June 22, 2001: Section 1.01 changing
the name of the Plan from "Emmis  Broadcasting  Corporation Profit Sharing Plan"
to "Emmis Operating  Company Profit Sharing Plan"; and Section 2.13 changing the
definition  of  "Company"  to mean  Emmis  Operating  Company  instead  of Emmis
Communications  Corporation.  Previously,  Section  2.13 of the Plan was amended
effective  as of March 1, 1999,  to change the  definition  of "Company" to mean
Emmis Communications  Corporation" instead of "Emmis Broadcasting  Corporation."
The  definition  of "Company"  set forth on Section 2.13 of the Prior Plan shall
remain effective for the period prior to March 1, 1999.

     Section  20.02.  Eligibility.  The  provisions  of Section 5.01  respecting
eligibility  only shall be effective for Plan Years  beginning on or after March
1, 2002.  For Plan Years  beginning  before  March 1, 2002,  the  provisions  of
Section 5.01 of the Prior Plan shall apply.  Notwithstanding  the foregoing,  an
individual  who is an Employee on April 4, 2001, the date of  reorganization  of
the Company's parent entity, but who has not yet become a Participant,  shall be
eligible to participate in the Plan, and shall commence such  participation,  on
April 4, 2001,  provided  (i) he or she is at least 18 years of age,  (ii) he or
she is not  included in a  recognized  bargaining  unit,  subject to  collective
bargaining  between  his  or  her  exclusive  representative  and  one  or  more
Employers, unless the collective bargaining agreement expressly provided for his
or her  inclusion  as a  Participant  in  the  Plan,  (iii)  he or she is not an
Owner-Employee of an unincorporated  Employer who is excluded from participation
with respect to such  Employer  pursuant to Section  5.06,  and (iv) there is an
expectation  on the part of his or her Employer  that he or she will continue to
be an Employee for at least one year and will complete not less than 1,000 Hours
of Service during the 12-month period commencing April 4, 2001.

     Section  20.03.   Reemployment   Following   Qualified   Military  Service.
Notwithstanding any other provision of the Plan to the contrary,  contributions,
benefits and service credits with respect to qualified  military service will be
provided in accordance  with section  414(u) of the Internal  Revenue Code.  The
following  provisions  implementing this requirement are effective  immediately,
subject to their  compliance  with the final  Treasury  Regulations  promulgated
under such Code section: Section 2.09, Section 2.47A and Section 19.04.
<PAGE>

     Section  20.04.  Compensation  Limit.  Clause 2.15(b) is effective only for
Plan Years  beginning on or after March 1, 2002.  Clause 20.10(a) below shall be
effective in lieu thereof for Plan Years beginning on or after March 1, 1998 and
prior to March 1, 2002.

     Clause 20.04(a).For purposes of determining all benefits provided under the
     Plan for any Plan Year, a Participant's  "Compensation"  for such Plan Year
     shall be  disregarded  to the extent it  exceeds  the  Compensation  Cap in
     effect for such Plan Year.  The term  "Compensation  Cap" means $150,000 as
     adjusted for increases in the  cost-of-living  in  accordance  with section
     401(a)(17)(B) of the Internal Revenue Code. The  cost-of-living  adjustment
     in  effect  for a  calendar  applies  to any Plan  Year  beginning  in such
     calendar year.

     Section 20.05.  Compensation.  Section 2.15 [except Clause 2.15(b) thereof]
is effective  only for Plan Years  beginning on or after March 1, 1998. For Plan
Years beginning prior to that date, the definition of  "Compensation"  set forth
in Section 2.15 of the Prior Plan shall apply.

     Section 20.06. Definition of Employee.  Section 2.20 defining "Employee" is
effective  only for Plan Years  beginning  on or after  March 1, 1998.  For Plan
Years beginning prior to that date, Section 2.20 of the Prior Plan shall apply.

     Section 20.07.  Service With Other Entities.  Clause 2.29(d) respecting the
crediting of prior  service with  acquired  entities is effective  only for Plan
Years beginning on or after March 1, 1998. For Plan Years beginning  before that
date, Clause 2.29(d) of the Prior Plan shall apply.

     Section  20.08.  Determination  of Years of  Service  for  Vesting.  Clause
12.04(d)  respecting  vesting service  determinations is effective only for Plan
Years beginning on or after March 1, 1998. For Plan Years beginning  before that
date,  Clause  12.03(d) of the Prior Plan shall apply.  [Clause  12.03(d) of the
Prior Plan corresponds to Clause 12.04(d) of this restated Plan.]

     Section 20.09. Adoption of Plan by Affiliates.  Section 16.01 regarding the
adoption of the Plan by Affiliates is effective only for Plan Years beginning on
or after March 1, 1998. For Plan Years beginning before that date, Section 16.01
of the  Prior  Plan  applies.  Appendix  A  hereto  applies  only to the  period
beginning  June 22, 2001.  This replaced an earlier  Appendix A revised  through
March 1, 2001,  which in turn  replaced  an earlier  Appendix A revised  through
March 1, 2000,  which in turn  replaced  an earlier  Appendix A revised  through
March 1, 1999,  which in turn  replaced the  original  Appendix A dated March 1,
1998.
<PAGE>

     Section  20.10.  Profit  Sharing  Allocation.  Section 7.04  respecting the
allocation  of Profit  Sharing  Contributions  is effective  only for Plan Years
beginning on or after March 1, 2000.  Clause  20.16(a)  below,  which sets forth
Section  7.04 as amended on March 1, 1996,  shall be  effective  in lieu Section
7.04 for Plan Years  beginning  on or after  March 1, 1996 and prior to March 1,
2000. For Plan Years beginning before March 1, 1996, the provisions of the Prior
Plan apply.

     Clause 20.10 (a).  Participants  Entitled to Share in  Allocation of Profit
     Sharing Contributions. The Profit Sharing Contributions of the Employers on
     account of a Plan Year, and any forfeitures occurring during such Plan Year
     shall be allocated only among  Participants  who (i) received  Compensation
     from the  Employers  during such Plan Year,  (ii)  completed  one  thousand
     (l,000)  Hours of Service  during  such Plan Year  [excluding  any Hours of
     Service  credited  with respect to a period during which they were included
     (or would have been  included had they not been on an  Authorized  Leave of
     Absence) in a recognized  bargaining unit, subject to collective bargaining
     between their exclusive  representative  and one or more Employers,  unless
     the  collective  bargaining  agreement in effect for that period  expressly
     provided for their inclusion as  Participants  in the Plan],  and (iii) are
     Employees at the end of such Plan Year;  provided,  however,  a Participant
     who is fully vested in his  Accounts,  or who will become fully vest in his
     Accounts  during  such Plan Year,  and who is not an Employee at the end of
     such Plan Year solely by reason of his  Termination  of  Employment  due to
     death,  shall be  eligible  to receive  Profit  Sharing  Contributions  and
     forfeiture allocations for such Plan Year, notwithstanding having failed to
     be an  Employee  at the end of such  Plan  Year;  provided,  further,  with
     respect  to any Plan  Year in which,  after  application  of the  foregoing
     proviso,  the exclusion of  Participants  who did not complete one thousand
     (1000) Hours of Service  during such Plan Year would result in the Plan for
     such Plan Year meeting neither of the percentage tests set forth in Section
     410(b)(1)(A)   and  (B)  of  the  Internal   Revenue  Code,   that  certain
     Participants  who  completed at least five  hundred  (500) Hours of Service
     during such Plan Year,  and who were not Highly  Compensated  Employees for

<PAGE>

     such Plan Year, and who met each of the other  requirements  for sharing in
     the  allocation  for such Plan Year,  shall be eligible  to receive  Profit
     Sharing  Contributions  for such Plan Year,  notwithstanding  their  having
     completed fewer than one thousand (1,000) Hours of Service during such Plan
     Year,  beginning with the one of such  Participants  who completed the most
     Hours of  Service  for such Plan  Year,  and  continuing  with each of such
     Participants  having the next most Hours of Service  during such Plan Year,
     until one of such percentage tests is met; provided,  further, with respect
     to any Plan Year in which, after application of the foregoing provisos, the
     exclusion of Participants  who are not Employees on the Ending Date of such
     Plan Year would  result in the Plan for such Plan Year  meeting  neither of
     the  percentage  tests set  forth in  Section  410(b)(1)(A)  and (B) of the
     Internal  Revenue Code,  that certain  Participants  who completed at least
     five hundred (500) Hours of Service during such Plan Year, and who were not
     Highly  Compensated   Employees  for  such  Plan  Year,  and  who  received
     Compensation from the Employers during such Plan Year, shall be eligible to
     receive Profit Sharing  Contributions  for such Plan Year,  notwithstanding
     their  not  having  been  Employees  on the  last  day of such  Plan  Year,
     beginning  with  the one of  such  Participants  with  the  latest  date of
     Termination of Employment during such Plan Year and continuing with each of
     such Participants having the next latest dates of Termination of Employment
     during such Plan Year, until one of such percentage tests is met.

     Section 20.11. Vesting on Death,  Disability and Sale of Business.  Section
12.02  respecting  vesting  on  death,  disability  or  sale of a  business,  is
effective  only for Plan Years  beginning  on or after  March 1, 2000.  For Plan
Years beginning before that date, Section 12.02 of the Prior Plan applies.

     Section 20.12.  Cash-Out  Distributions.  For Plan Years prior to 1998, the
cash-out  limit is $3,500  instead of $5,000.  For  distributions  made prior to
October  17,  2000,  the  vested  benefit  to which such limit is applied is the
highest  vested  benefit on the date of the  distribution  or on the date of any
prior distribution.  Thus, the amendments  substituting $5,000 for $3,500 in the
following provisions are effective as of March 1, 1999, and the $3,500 limit set
forth in the  corresponding  provisions of the Prior Plan shall remain effective
until December 31, 1998:  Clause 11.02(a),  Clause 11.07(a) and Clause 11.08(a).
The amendments of the following  provisions to eliminate or modify the look-back
rule are effective as of October 17, 2000,  and the provisions of the Prior Plan
respecting such rule shall remain effective prior to that date: Clause 11.02(a),
Clause 11.07(a) and Clause 11.08(a).

     Section 20.13. Minimum  Distributions.  With respect to distributions under
the Plan  made on or after  March 1,  2001,  the Plan  will  apply  the  minimum
distribution  requirements of section  401(a)(9) of the Internal Revenue Code in
accordance  with the  regulations  under such Code section that were proposed on
January 17, 2001 (the 2001 Proposed Regulations),  notwithstanding any provision
of the Plan to the contrary. The preceding sentence shall remain effective until
the  last  calendar  year  beginning  before  the  effective  date of the  final
regulations  under such Code  section or such other date as may be  published by
the Internal Revenue Service.

     Section 20.14.  Direct  Rollovers To Other Plans. The provisions of Section
11.05 respecting Direct Rollovers only are effective for Plan Years beginning on
or after March 1, 2002.  Section  11.05 of the Prior Plan shall be  effective in
respect of Direct Rollovers made prior to March 1, 2001.

     Section  20.15.  Transfers to Other Plans.  The provisions of Section 11.10
respecting  transfers to other plans of an Employer  only shall be effective for
Plan Years beginning on or after March 1, 2002.
<PAGE>

     Section 20.16. Claims Procedures.  The provisions of Article XIV respecting
claims  procedures only are effective for Plan Years beginning on or after March
1, 2002.  Article XIV of the Prior Plan shall  remain  effective  for Plan Years
beginning prior to that date.

     Section  20.17.  Approval  by  Internal  Revenue  Service.  Notwithstanding
anything herein to the contrary,  if, pursuant to an application  filed by or on
behalf of the Plan, the  Commissioner of Internal Revenue or his or her delegate
shall determine that this restatement of the Plan does not qualify under Section
401 of the  Internal  Revenue  Code or that the  Trust  does not  qualify  under
Section  501 of such  Code,  and such  determination  is not  contested  or,  if
contested,  is finally upheld,  then the Plan shall operate under the provisions
of the Prior Plan as though it had not been amended and restated.


<PAGE>






                                  ARTICLE XXI

                                  Certification

     The undersigned does hereby certify that he is President of Emmis Operating
Company, and that the foregoing is a true and exact copy of the "Emmis Operating
Company Profit  Sharing Plan," as amended and restated  pursuant to a resolution
duly adopted by the Board of Directors of the Company on September 23, 2002.

         Dated:  September 23, 2002





                                                              ---------------
                                                              Jeffrey H. Smulyan


<PAGE>



                             EMMIS OPERATING COMPANY
                               PROFIT SHARING PLAN

                                   APPENDIX A
                    (As Amended Effective September 23, 2002)

                   Adopting Employers As Of September 23, 2002



Emmis Operating Company                                    35-2141064
Emmis Radio Corporation                                    35-1705332
Emmis Television Broadcasting, L.P.                        35-2051031
Emmis Publishing, L.P.                                     35-2039702
Emmis Indiana Broadcasting, L.P.                           35-2039701
SJL of Kansas Corp.                                        48-0547582
Topeka Television Corporation                              43-0889210
Emmis International Broadcasting Corp. .                   35-2014974


<PAGE>










                             EMMIS OPERATING COMPANY


                               PROFIT SHARING PLAN



                       (As Restated on September 23, 2002,
                         Effective as of March 1, 1997)





















                              BOSE McKINNEY & EVANS
                                Attorneys at Law
                            2700 First Indiana Plaza
                           135 N. Pennsylvania Street
                           Indianapolis, Indiana 46204

<PAGE>


                                    PREAMBLE



     This document sets forth the Emmis  Operating  Company  Profit Sharing Plan
("Plan"),  as amended and restated on September 23, 2002,  effective as of March
1, 1997.  The Plan  initially  was adopted on December 8, 1986,  effective as of
March 1, 1986. The Plan was restated on June 30, 1988,  effective as of March 1,
1986. The Plan again was restated on January 24, 1995,  effective as of March 1,
1989.  In order to  secure  the  approval  of the Plan by the  Internal  Revenue
Service,  the Plan again was restated on June 14, 1996, effective March 1, 1989.
The Plan again was amended on March 1, 1996,  effective as of March 1, 1996.  It
again was amended on March 1, 1998,  effective as of specified dates on or after
March 1, 1998.  It again was amended on March 1, 2000,  effective as of March 1,
2000.  The Plan was amended and restated on February  27, 2002,  effective as of
March 1,  1997.  The within  restatement,  also  effective  as of March 1, 1997,
incorporates  amendments requested by the Internal Revenue Service in connection
with the  application  filed  February 28, 2002, for a  determination  as to the
Plan's continued qualified status.  Effective June 22, 2001,  sponsorship of the
Plan was assumed by Emmis Operating Company, a wholly-owned  subsidiary of Emmis
Communications Corporation (previously known as Emmis Broadcasting Corporation),
the previous sponsor.  The February 27, 2002 restatement of the Plan changed the
name of the Plan to "Emmis  Operating  Company  Profit Sharing Plan" from "Emmis
Broadcasting  Corporation  Profit Sharing  Plan." The within  restatement of the
Plan  incorporates  the amendments  requested by the Internal Revenue Service in
connection with the application for determination of qualified status


<PAGE>



                             EMMIS OPERATING COMPANY
                               PROFIT SHARING PLAN


                            General Table of Contents

                                     Article

   I.           Introduction
   II.          Definitions
   III.         Administration
   IV.          Top Heavy Plan Provisions
   V.           Eligibility and Participation
   VI.          Employer Contributions
   VII.         Allocation of Employer Contributions and Forfeitures
   VIII.        Limitation of Annual Additions
   IX.          Investment of Trust Fund
   X.           Accounting Provisions
   XI.          Benefits
   XII.         Forfeitures
   XIII.        Provisions Regarding Company Stock
   XIV.         Benefit Claims Procedure
   XV.          Spendthrift Provisions
   XVI.         Participation By Other Entities
   XVII.        Amendment of the Plan
   XVIII.       Discontinuance of Contributions to Plan or Termination of Plan
   XIX.         Miscellaneous
   XX.          Transitional Provisions
   XXI.         Certification


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                             EMMIS OPERATING COMPANY
                               PROFIT SHARING PLAN


                           Detailed Table of Contents



ARTICLE I Introduction.........................................................1

    Section 1.01.   Name.......................................................1

    Section 1.02.   Effective Date.............................................1

    Section 1.03.   Purpose....................................................1


ARTICLE II Definitions.........................................................1

    Section 2.01.   "Account"..................................................1

    Section 2.02.   "Affiliate"................................................1

    Section 2.03.   "Aggregate Account"........................................1

    Section 2.04.   "Aggregate Account Balance"................................1

    Section 2.05.   "Allocated Company Stock"..................................1

    Section 2.06.   "Allocation Account".......................................1

    Section 2.07.   "Anniversary Date".........................................2

    Section 2.08.   "Annual Additions."........................................2

    Section 2.09.   "Authorized Leave of Absence"..............................2

    Section 2.10.   "Basis Account"............................................2

    Section 2.11.   "Beneficiary"..............................................2

    Section 2.12.   "Committee"................................................2

    Section 2.13.   "Company"..................................................2

    Section 2.14.   "Company Stock"............................................2

    Section 2.15.   "Compensation".............................................2

    Section 2.16.   "Determination Date."......................................4

    Section 2.17.   "Direct Rollover"..........................................4

    Section 2.18.   "Early Retirement Date"....................................4
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    Section 2.19.   "Earned Income"............................................4

    Section 2.20.   "Employee".................................................4

    Section 2.21.   "Employer".................................................5

    Section 2.22.   "Employment Commencement Date".............................5

    Section 2.23.   "Ending Date"..............................................6

    Section 2.24.   "Entry Date"...............................................6

    Section 2.25.   "ERISA"....................................................6

    Section 2.26.   "5-Percent Owner"..........................................6

    Section 2.27.   "Forfeiture Break in Service"..............................6

    Section 2.28.   "Governing Body"...........................................6

    Section 2.28A.   "Highly Compensated Employee".............................6

    Section 2.29.   "Hour of Service"..........................................7

    Section 2.30.   "Initial Effective Date"...................................9

    Section 2.31.   "Internal Revenue Code"...................................10

    Section 2.32.   "Investment Account"......................................10

    Section 2.33.   "Key Employee."...........................................10

    Section 2.34.   "Minimum Contribution"....................................10

    Section 2.35.   "Normal Retirement Date"..................................10

    Section 2.36.   "One Year Break in Service"...............................10

    Section 2.37.   "Owner-Employee"..........................................10

    Section 2.38.   "Participant".............................................10

    Section 2.39.   "Partner".................................................10

    Section 2.40.   "Permissive Aggregation Group."...........................11

    Section 2.41.   "Plan"....................................................11

    Section 2.42.   "Plan Year"...............................................11

    Section 2.43.   "Prior Plan"..............................................11

    Section 2.44.   "Profit Sharing Contribution".............................11

    Section 2.45.   "Qualified Domestic Relations Order"......................11

    Section 2.46.   "Required Aggregation Group.".............................11

    Section 2.47.   "Required Beginning Date".................................11
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    Section 2.47A.  "Restoration Contribution"................................11

    Section 2.48.   "Retirement Date".........................................11

    Section 2.49.   "Stock Account"...........................................11

    Section 2.50.   "Termination of Employment"...............................12

    Section 2.51.   "Top Heavy Plan.".........................................12

    Section 2.52.   "Top Heavy Ratio."........................................12

    Section 2.53.   "Total and Permanent Disability"..........................12

    Section 2.54.   "Trust"...................................................12

    Section 2.55.   "Trust Agreement".........................................12

    Section 2.56.   "Trust Fund"..............................................12

    Section 2.57.   "Trustee".................................................12

    Section 2.58.   "Unallocated Company Stock"...............................12

    Section 2.59.   "Year of Service".........................................13


ARTICLE III Administration.....................................................1

    Section 3.01.   Appointment of Committee...................................1

    Section 3.02.   Name and Function of Committee.............................1

    Section 3.03.   Responsibilities of Committee..............................1

    Section 3.04.   Powers of Committee........................................1

    Section 3.05.   Organization and Operation of Committee....................2

    Section 3.06.   Discretionary Acts.........................................2

    Section 3.07.   Allocation and Delegation of Committee Responsibilities....2

    Section 3.08.   Retention of Consultants...................................2

    Section 3.09.   Indemnification of Members of Committee....................2


ARTICLE IV Top Heavy Plan Provisions...........................................1

    Section 4.01.   Top Heavy Plan Requirements................................1

    Section 4.02.   Top Heavy Definitions......................................1
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ARTICLE V Eligibility and Participation........................................1

    Section 5.01.   Eligibility................................................1

    Section 5.02.   Period of Participation....................................1

    Section 5.03.   "Year of Service" Defined..................................1

    Section 5.04.   Breaks in Service..........................................1

    Section 5.05.   Former Participants........................................2


ARTICLE VI Employer Contributions..............................................1

    Section 6.01.   Determination of Contributions.............................1

    Section 6.02.   Minimum Contributions......................................1

    Section 6.03.   Time and Manner of Payment of Contributions................2

    Section 6.04.   Deductibility..............................................3

    Section 6.05.   Return of Employer Contributions Under
                        Special Circumstances..................................3

    Section 6.06.   Payment of Administrative Expenses.........................3

    Section 6.07.   Correction of Mistakes Concerning Omissions
                        and Under-Allocations..................................3

    Section 6.08.   Correction of Mistakes Concerning Inclusion
                        of Ineligible Employees................................4

    Section 6.09.   Correction of Other Mistakes...............................4

    Section 6.10.   Restoration Contributions Following Military Service.......4


ARTICLE VII Allocation of Employer.............................................1

    Section 7.01.   Joint Allocations..........................................1

    Section 7.02.   Time of Allocation.........................................1

    Section 7.03.   Allocation of Minimum and Restoration Contributions........1

    Section 7.04.   Participants Entitled to Share in Allocation of
                        Profit Sharing Contributions...........................1

    Section 7.05.   Allocation of Profit Sharing Contributions.................2

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ARTICLE VIII Limitation of Annual Additions....................................1

    Section 8.01.   Reference to Code and Regulations..........................1

    Section 8.02.   Limits on Annual Additions.................................1

    Section 8.03.   Definition of "Annual Additions"...........................1

    Section 8.04.   [Reserved].................................................2

    Section 8.05.   Related Defined Benefit Plans..............................2

    Section 8.06.   Correction of Excess Caused by this Plan...................3

    Section 8.07.   Correction of Excess Caused Partly by Other Plans..........3


ARTICLE IX Investment of Trust Fund............................................1

    Section 9.01.   Administration of Trust Fund...............................1

    Section 9.02.   Responsibilities of Trustee................................1

    Section 9.03.   Funding Policy.............................................1

    Section 9.04.   Investments................................................1

    Section 9.05.   Insider Transactions Affecting the Trust Fund..............1


ARTICLE X Accounting Provisions................................................1

    Section 10.01.  Participant Accounts.......................................1

    Section 10.02.  Allocation Account.........................................1

    Section 10.03.  Commingled Funds...........................................1

    Section 10.04.  Accounting With Respect to Transactions in Company Stock...2

    Section 10.05.  Annual Adjustment of Stock Accounts........................2

    Section 10.06.  Basis Accounts.............................................4

    Section 10.07.  Annual Evaluation of Funds.................................4

    Section 10.08.  Annual Adjustment of Participants' Investment Accounts.....5

    Section 10.09.  Individual Statement.......................................7

    Section 10.10.  Accounting Procedures......................................7

    Section 10.11.  Litigation Costs...........................................7
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ARTICLE XI Benefits............................................................1

    Section 11.01.   Form of Benefit...........................................1

    Section 11.02.   Time of Distribution......................................1

    Section 11.03.   Amount of Distribution....................................3

    Section 11.04.   Distributions to Minors and Disabled Persons..............3

    Section 11.05.   Direct Rollovers..........................................3

    Section 11.06.   Benefits on Death.........................................4

    Section 11.07.   Distributions Under Domestic Relations Orders.............6

    Section 11.08.   Notification..............................................7

    Section 11.09.   Special Situations........................................8

    Section 11.10.   Elective Transfers To Other Plans of Employer.............8


ARTICLE XII Forfeitures........................................................1

    Section 12.01.  Full Vesting at Retirement Date............................1

    Section 12.02.  Full Vesting on Death, Disability or Sale of Business......1

    Section 12.03.  Vesting After Reorganization...............................1

    Section 12.04.  Vesting....................................................2

    Section 12.05.  Forfeiture of Non-Vested Amount............................4

    Section 12.06.  Restoration of Forfeiture upon Rehire......................5


ARTICLE XIII Provisions Regarding Company Stock................................1

    Section 13.01.  Voting of Company Stock....................................1

    Section 13.02.  Response to Tender Offer or Proposed Merger or Acquisition.1


ARTICLE XIV Benefit Claims Procedure...........................................1

    Section 14.01.  Claims Procedures..........................................1

    Section 14.02.  Claims for Benefits........................................1

    Section 14.03.  Denial of Claims...........................................1

    Section 14.04.  Review Panel...............................................1
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    Section 14.05.  Request for Review of Denial...............................2

    Section 14.06.  Decision on Review of Denial...............................2

    Section 14.07.  Exhaustion of Administrative Remedies......................2


ARTICLE XV Spendthrift Provisions..............................................1

    Section 15.01.  Inalienability of Benefits.................................1

    Section 15.02.  Application of Benefits In Event Of Attempted Alienation...1

    Section 15.03.  Payment of Benefits into Court.............................1


ARTICLE XVI Participation By Other Entities....................................1

    Section 16.01.  Adoption...................................................1

    Section 16.02.  Withdrawal.................................................1

    Section 16.03.  Segregation of Trust Assets Upon Withdrawal................1

    Section 16.04.  Exclusive Benefit of Participants..........................1

    Section 16.05.  Applicability of Withdrawal Provisions.....................1


ARTICLE XVII Amendment of the Plan.............................................1

    Section 17.01.  Right to Amend.............................................1

    Section 17.02.  Effective Date of Amendments...............................1

    Section 17.03.  Vesting Schedule Amendments................................1

    Section 17.04.  Protected Benefits.........................................2


ARTICLE XVIII Discontinuance of Contributions..................................1

    Section 18.01.  Right to Terminate Plan....................................1

    Section 18.02.  Discontinuance of Contributions............................1

    Section 18.03.  Termination of Plan and Trust..............................1

    Section 18.04.  Rights to Benefits Upon Termination of Plan or
                        Complete Discontinuance of Contributions...............1

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ARTICLE XIX Miscellaneous......................................................1

    Section 19.01.  Successor Employers........................................1

    Section 19.02.  Merger or Consolidation....................................1

    Section 19.03.  Status of Employment Relations.............................1

    Section 19.04.  Employment Rights Under USERRA.............................1

    Section 19.05.  Benefits Payable by Trust..................................2

    Section 19.06.  Exclusive Benefit..........................................3

    Section 19.07.  Applicable Law.............................................3

    Section 19.08.  Interpretation of Plan and Trust...........................3


ARTICLE XX Transitional Provisions.............................................1

    Section 20.01.  Assumption of Plan by Emmis Operating Company..............1

    Section 20.02.  Eligibility................................................1

    Section 20.03.  Reemployment Following Qualified Military Service..........1

    Section 20.04.  Compensation Limit.........................................2

    Section 20.05.  Compensation...............................................2

    Section 20.06.  Definition of Employee.....................................2

    Section 20.07.  Service With Other Entities................................2

    Section 20.08.  Determination of Years of Service for Vesting..............2

    Section 20.09.  Adoption of Plan by Affiliates.............................2

    Section 20.10.  Profit Sharing Allocation..................................3

    Section 20.11.  Vesting on Death, Disability and Sale of Business..........4

    Section 20.12.  Cash-Out Distributions.....................................4

    Section 20.13.  Minimum Distributions......................................4

    Section 20.14.  Direct Rollovers To Other Plans............................4

    Section 20.15.  Transfers to Other Plans...................................4

    Section 20.16.  Claims Procedures..........................................5

    Section 20.17.  Approval by Internal Revenue Service.......................5

ARTICLE XXI Certification......................................................6