EXHIBIT 4.18







                        INFINITY BROADCASTING CORPORATION
                          UNION EMPLOYEES' 401(k) PLAN







                     (INCLUDING AMENDMENTS THROUGH CLOSE OF
                               CBS/VIACOM MERGER)
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                        INFINITY BROADCASTING CORPORATION
                      UNION EMPLOYEES' 401(k) SAVINGS PLAN

                           (Effective January 1, 1988)


1.01           "Account" or "Accrued Benefit" means a Member's interest in the
assets of the Trust Fund represented by the value of his Account A, Account B,
Account C, and Rollover Account which shall be determined as of any Valuation
Date.

1.02           "Allocation Date" means December 31st of each Plan Year.

1.03           "Applicable Law" means the Code or ERISA, as hereinafter defined.

1.04           "Beneficiary" means the person or persons (including a trust, or
the estate or the Member) designated by the Member to receive the balance, if
any, of the Member's Account upon the Member's death, either before or after
retirement. In addition to designating a primary Beneficiary, a Member may
designate a secondary Beneficiary to receive the death benefit in the event the
primary Beneficiary does not qualify or survive. If no Beneficiary has been
designated, or if for any reason no person designated qualified as a Beneficiary
at the time of the Member's death, or if no designated Beneficiary survives the
Member, any death benefit payable hereunder upon the Member's death shall be
paid in a lump sum to the spouse of the Member, and if there is no spouse, to
the Member's estate.

               If the designated Beneficiary survives the Member but dies before
receiving the entire death benefit otherwise payable (and he is not survived by
a secondary Beneficiary, or the secondary Beneficiary also dies), the remainder
shall be paid in a lump sum, to the estate of the last surviving designated
Beneficiary.

                Notwithstanding the foregoing, with respect to any beneficiary
designation the spouse of the Member shall be the primary beneficiary unless the
spouse of the Member consents to the naming of another primary beneficiary. Such
consent shall be in writing, and shall acknowledge the effect of such consent,
and shall be witnessed by a Committee Member or by a notary public; provided,
however, that if it is established to the satisfaction of the Committee that the
spouse of the Member cannot be located, such consent will not be required. Any
such consent shall only be effective with respect to the spouse who gives the
consent. The Member may change his Beneficiary at any time by filing with the
Committee a new Beneficiary designation on a Prescribed Form, subject to the
consent of the spouse as aforesaid.

1.05           "Board" means the Board of Directors of the Company.


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1.06           "Break in Service" means a Break in Service as defined in
Section 3.04.

1.07           "Code" means the Internal Revenue Code of 1986 as it now exists
or may from time to time be amended.

1.08           Reserved.

1.09           "Company" means Infinity Broadcasting Corporation and any
organization which is a successor thereto.

1.10           "Compensation" means, with respect to any Plan Year, the total
remuneration paid to an Employee during such Plan Year and reportable for
purposes of Federal Tax Form W-2; provided however, that for purposes of
determining the amount of contributions to Accounts A and B, "Compensation"
shall include contributions made to Account A during such Plan Year.

                On and after January 1, 1989, Compensation shall not exceed
$200,000 or such higher amount as is permitted under Section 401(a)(17) of the
Code.

                In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual compensation of
each employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner 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 year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.

                For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under section 401(a) (17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.

                If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current Plan Year,
the compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods


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beginning before the first day of the first Plan Year beginning on or after
January 1, 1994, the OBRA '93 annual compensation limit is $150,000.

1.11           "Deferred Retirement" means the continued employment of an Active
Member after his Normal Retirement Date.

1.12           "Effective Date" means January 1, 1988.

1.13           (a) "Employee" means any person employed by an Employer or a
Related Company.

               (b) "Eligible Employee" means an Employee who is not an
Ineligible Employee.

               (c) "Ineligible Employee" means an Employee who is ineligible for
membership in the Plan because:

               (1) the Employee is not covered under the collective bargaining
agreement entered into by the Employer and the Union; or

               (2) the Employee is employed by a division, location or operation
of the Company or of a Related Company with respect to which the Plan has not
been adopted.

               (3) the Employee is employed by an Employer in a business unit
that was covered by the CBS Employee Investment Fund on December 31, 1998.

               (d) "Highly Compensated Employee" means, for purposes of the test
in Section 5.02, an Eligible Employee of the Employer or any Related Company who
meets (or met, with respect to a prior Plan Year) the requirements of Section
2.01 and who falls under either (i) or (ii) below:

               (i)   during the Plan Year prior to the current Plan Year

                     (A)  was a 5% owner of the Company, as defined in Section
                          416(i)(1)(B)(i); or

                     (B)  received compensation from the Company in excess of
                          $75,000 (or such higher amount as is specified in
                          Section 414(q) of the Code and the regulations issued
                          thereunder); or

                     (C)  received compensation from the Company in excess of
                          $50,000 (or such higher amount as is specified in
                          Section 414(q) of the Code and the


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                          regulations issued thereunder) and was in the
                          "top-paid group" (the top 20% of the Company's
                          payroll) for the year; or

                     (D)  was an officer of the Company receiving Compensation
                          exceeding 150% ___ of the defined contribution plan
                          dollar limit (currently $30,000) then in _____ effect.

               (ii)  for the current Plan Year

                     (A)  is a 5% owner of the Company; or

                     (B)  both

                          (1) falls under (B), (C) or (D) of (i) above or the
                              current Plan Year, and

                          (2) is one of the 100 Eligible Employees of the
                              Employer who receive the highest compensation for
                              the current Plan Year.

                   For purposes of this Section 1.13(d) "compensation" means the
total remuneration paid to an Employee during a Plan Year and reportable for
purpose of Federal Tax Form W-2, plus any contributions made under Section 5.02.

               (e) "Non-Highly Compensated Employee" means any Eligible Employee
who meets the requirements of Section 2.01 and who is neither a Highly
Compensated Employee nor a "Family Member" as that term is defined in Code
Section 414(q)(6)(B).

1.14           "Employer" means each of the following business entities (except
that, in adopting the Plan for the benefit of its employees, such business
entity may limit the application of the Plan to one or more of its divisions,
locations or operations):

               (a) the Company;

               (b) any subsidiary, affiliated or associated corporation (or a
partnership or sole proprietorship) or other Related Company, as hereinafter
defined, which elects to participate herein pursuant to Section 12.05; and

               (c) any predecessor thereof or successor thereto.

1.15           "Entry Date" means any January 1 and July 1 on and after
January 1, 1988.


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1.16           "ERISA" means the Employee Retirement Income Security Act of 1974
as it now exists or may from time to time be amended.

1.17           "Fund" means any Fund which may be authorized for use under this
Plan by the Committee.

1.18           "Hour of Service" means the unit of Service with an Employer as
described in Section 3.01.

1.19           (a) "Member" means any person who is included in the membership
of this Plan as provided in Section 2, and who is currently an Active Member,
Inactive Member, Retired Member or a Suspended Member.

               (b) "Active Member" means a Member who is working for an Employer
and who is an Eligible Employee.

               (c) "Inactive Member" means a Member whose employment has
terminated and who is entitled to, but has not commenced to receive, benefits in
accordance with the provisions of Section 6.03.

               (d) "Retired Member" means a Member who has retired under this
Plan in accordance with its provisions and has not as yet received all of the
payments due to him from his Account, and shall include a formerly Inactive
Member from the time he commences receiving benefits. The terms "Retired Member"
shall include a Disabled Member, except where the context shall clearly indicate
to the contrary.

               (e) "Disabled Member" means a Retired Member who is disabled and
who is receiving or is entitled to receive the value of his Account as provided
in Section 6.02.

               (f) "Suspended Member" means a previously Active Member who is
still working or an Employer and has not incurred a Break in Service, but who
has become an Ineligible Employee.

1.20           "Military Service" means a leave of absence from active
employment of an Employer during which the Employee was in the Armed Forces of
the United States of America if, after termination of such service, the Employee
reenters the employ of an Employer during the period while his reemployment
rights are protected by law without any intervening employment elsewhere.


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                In the event a person in Military Service fails to return to the
employ of an Employer, as provided herein, he shall be considered as having
terminated his employment as of the commencement of such Military Service.

1.21           "Named Fiduciary" means

               (a) with respect to the administration of the terms of this Plan,
other than the review procedure described in Section 10.02(c) and the
administration of the Trust Fund, the Committee;

               (b) with respect to the review procedure detailed in Section
10.02(c), the reviewer appointed pursuant thereto; and

               (c) with respect to the administration of the Trust Fund, the
Trustee.

1.22           "Normal Retirement Date" means the first day of the month
coinciding with or next following the Member's 65th birthday.

               "Normal Retirement Age" means the Member's 65th birthday.

1.23           "Permitted Leave" means any leave of absence approved by an
Employer, for a period which shall not be in excess of two years, provided that
upon termination of such leave of absence the Employee promptly returns to the
employ of an Employer, without intervening employment (other than Military
Service), except with the consent of an Employer. In the granting of any such
leave, an Employer shall act in a uniform and nondiscriminatory manner with
respect to all Employees similarly situated.

               In the event a person on Permitted Leave fails to return to the
employ of an Employer, as provided herein, he shall be considered as having
terminated his employment as of the commencement of the Permitted Leave.

1.24           "Plan" means the Union Employees' 401(k) Savings Plan of the
Company as described herein as of the Effective Date hereof, and as it may from
time to time be amended, which Plan is intended to be a profit sharing plan
pursuant to relevant provisions of the Code.

1.25           "Plan Administrator" means the Company.

1.26           "Plan Year" means a calendar year. The Plan Year shall be the
limitation year for purposes of Section 415 of the Code and Section 5.04 hereof.


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1.27           "Prescribed Form" means an administrative form prepared and made
available by the Committee, which is prescribed by the Committee for use in
applying for a benefit or in filing an election with respect to a benefit under
this Plan.

1.28           "Related Company" means any business entity which, together with
the Employer is:

               (a) Included within a "Controlled Group of Corporations", under
Section 414(b) of the Code;

               (b) Included within a commonly controlled group, under Section
414(c) of the Code;

               (c) Included in an affiliated service group under Section 414(m)
of the Code;

"Related Company" includes any division, location or operation of any Employer
not included in Exhibit A.

1.29           "Service" and all terms related thereto shall have the meanings
described in Section 3.

1.30           "Trust Fund" or "Fund" means all the assets which are held by the
Trustee for the purposes of this Plan.

1.31           "Trustee" means the Trustee or Trustees named in the Trust
Agreement referred to in Section 11 hereof and any additional or successor
Trustee or Trustees from time to time acting as Trustee of the Trust Fund as
provided in Section 11.02. "Trustee" shall be deemed to refer to the plural as
well as to the singular, except where the context otherwise requires.

1.32           "Union" means United Electrical, Radio and Machine Workers of
America and its Local 262.

1.33           "Valuation Date" means the last day of each calendar quarter or
such other day or dates established by the Committee and the Trustee for
purposes of valuing contributions, distributions, withdrawals, loans, and/or
Member investment election changes.

1.34           "Year of Service" means a period of Service with the Company, as
described in Section 3.01(c).


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1.35           "Administrative Managers" means the person(s) appointed by the
Company, by written action of the Chief Executive Officer of the Company, as
Administrative Managers, who are "named fiduciaries" of the Plan, within the
meaning of section 402(a)(2) of ERISA, with respect to Plan administrative
matters.

1.36           "Financial Managers" means the person(s) appointed by the
Company, by written action of the Chief Executive Officer of the Company, as
Financial Managers, who are "named fiduciaries" of the Plan, within the meaning
of section 402(a)(2) of ERISA, with respect to Plan investments.









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               SECTION 2     MEMBERSHIP

2.01           Eligibility Requirements

         (a)   Eligibility for Contributions to Account A

               An Eligible Employee shall be eligible to become a Member for
purposes of contributions to Account A on the first day of the month coinciding
with or next following his completion of his probationary period. For purposes
hereof, an Employee's probationary period shall begin on the date he first
completes an Hour of Service and end 60 days thereafter, provided he is then
still in the employ of the Employer.

         (b)   Eligibility for Contributions to Account B

               On and after January 1, 1988, each Eligible Employee shall
become a Member, for purposes of contributions to Account B, on the Entry Date
coinciding with or next following his attainment of age 21 and completion of one
Year of Service.

         (c)   Each Eligible Employee upon becoming a Member shall be deemed
conclusively, and for all purposes, to have assented to the terms and provisions
of this Plan and shall be bound thereby.

               Every Eligible Employee shall be notified of his eligibility by
his Employer and shall designate in writing, on a Prescribed Form filed with the
Committee, a Beneficiary or Beneficiaries to receive the balance in the Member's
Account, if any, in the event that the death of the Member should occur before
such entire balance has been paid to the Member, subject to Section 1.04.

2.02           Change in Employment Status:

               (a) Change From Eligible to Ineligible Status. If an Active
Member becomes an Ineligible Employee because of a change in his employment
status (including a transfer to the employ of a Related Company which is not an
Employer), he shall not be deemed to have incurred a Break in Service, but shall
become and shall remain a Suspended Member for so long as he remains in such
status, and

               (1) While he is a Suspended Member, he shall retain credit for
Vesting Service prior to becoming a Suspended Member and his continued
employment while a Suspended Member shall be counted as part of his Vesting
Service to the extent that the requirements of Section 3.03 are satisfied.


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               (2) His Account shall continue to be revalued in accordance with
Section 7.03 but he shall no longer share in the allocation of Employer
contributions or forfeitures unless and until he again becomes an Active Member.

               (3) When a Suspended Member's employment terminates for any
reason, including retirement or death, he (or, in the event of his death, his
Beneficiary) shall be entitled to the benefits provided under the applicable
provisions of Section 6.

         (b)   Change from Ineligible to Eligible Status. If a person who has
been an Ineligible Employee becomes an Eligible Employee because of a change in
his employment status (including a transfer to the employ of a Related Company
which is an Employer), his prior period of employment while an Ineligible
Employee shall be counted as part of his Eligibility Service and Vesting Service
to the extent that the requirements of Sections 3.02 and 3.03 are satisfied.

         (c)   Transfer From One Employer To Another. In the event that a Member
leaves the employ of one Employer to enter directly into the employ of another
Employer he shall not be deemed to have terminated his membership hereunder but
shall be considered for all purposes of this Plan thereafter as an Employee of
the succeeding Employer from the date of such transfer. Any such transferred
Member shall receive credit for his aggregate Service with all his Employers.






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               SECTION 3     CREDITING OF SERVICE

3.01           Service in General:

         (a)   The term "Service" means employment with an Employer. However,
the determination of whether and to what extent "Service" includes employment
with any business entity prior to the date on which it became part of the
Company or a Related Company shall be made by reference to the portion of
Exhibit A hereof applicable to such entity.

         (b)   Terms such as "employment with an Employer", "Service with an
Employer" and "working for an Employer" shall include employment with a Related
Company which is not an Employer, but only for the purpose of determining his
eligibility for membership in the Plan, or his eligibility for benefits under
the Plan, under the limited circumstances described in Section 2.02.

         (c)   The term "Year of Service" means a 12-month computation period
during which an Employee completes not less than 1,000 Hours of Service for an
Employer. For all purposes of this Plan the computation period shall be the Plan
Year, except as otherwise specifically provided in Section 3.02.

         (d)   In determining whether an Employee has a sufficient number of
Hours of Service to be eligible for a benefit under any provision hereof, the
Employee will be credited with one Hour of Service for each hour for which
either:

               (1) he is paid or entitled to payment by an Employer, for the
performance of duties during the applicable Plan Year in which the duties were
performed, or

               (2) he is paid or entitled to payment by an Employer for reasons
(such as vacation, holiday, sickness, temporary disability, lay-off, jury duty
or Permitted Leave) other than for the performance of duties, during the
applicable Plan Year, with the particular Hour of Service to be counted in the
Plan Year in which the period during which no duties are performed occurs,
subject to the provisions of paragraph (e) below, or

               (3) back pay (irrespective of mitigation of damages) is awarded
or agreed to by the Employer, with the particular hour (which is not included in
(1) or (2) above) to be counted in the Plan Year to which the award for back pay
pertains.

         (e)   Notwithstanding the provisions of (d) above:


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               (1) If an Employee's work records are not kept on an hourly
basis, then his actual number of hours worked need not be determined but, in
lieu thereof, a determination shall be made as follows -

                   (A) He shall be credited with one week of Service for each
week in which he would have been credited with at least one Hour of Service
pursuant to (d) above.

                   (B) He shall be credited with one Year of Service for each
Plan Year in which he is credited with at least 23 weeks of Service under (A)
above (with such completion of 23 weeks of Service being the equivalent of
having completed 1,000 Hours of Service during such year).

                   (C) He shall be deemed to have incurred a Break in Service
if, during any Plan Year, he is not credited with at least 12 weeks of Service
under (A) above (with such completion of 12 weeks of Service being the
equivalent of having completed 501 Hours of Service during such year).

               (2) For the purpose of determining the number of hours to be
credited under paragraph (d)(2) above, an Employee shall be credited with the
number of hours determined under Labor Department Regulations ss. 2530.200b-2(b)
and (c). However, he shall not be credited with any Hours of Service for any
hours compensated under a program run or required solely for the purpose of
complying with applicable workman's compensation, unemployment compensation or
disability insurance laws and in any event, he shall not be credited with more
than 501 Hours of Service under paragraph (d)(2) above during any continuous
period in which no duties are performed.

               (3) The determination of an Employee's period of Service prior to
the Effective Date shall be based on the records maintained with respect to this
Plan and any other related records and need not be based on hours actually
worked.

         (f)   Periods of employment with two or more Employers (or, if
applicable, with an Employer and a Related Company which is not an Employer) at
the same time shall not create more than one period of Service for purposes of
this Section 3.

         (g)   Any special provisions applicable to the determination of Service
with a particular Employer shall be set forth in Exhibit A hereof.

3.02           Eligibility Service:


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         (a)   For the purpose of determining whether an Employee has completed
a Year of Service to be eligible for membership in the Plan pursuant to Section
2.01(b):

               (1) Initial Period. The term "one Year of Service" means the
period of 12 consecutive months of Service with an Employer beginning with the
date the Employee first performs an Hour of Service (or returns to Service
following a Break in Service) during which he has not less than 1,000 Hours of
Service.

               (2) Subsequent Period. In the event that an Employee fails to
complete 1,000 Hours of Service during that initial period, then the term "one
Year of Service" means the first Plan Year beginning after the date he first
performs an Hour of Service (or returns to Service following a Break in Service)
during which he has not less than 1,000 Hours of Service for an Employer.

         (b)   For the purpose of determining whether an Employee is
entitled to become an Active Member for purposes of contributions to Account B
immediately upon his return to the employ of an Employer subsequent to a Break
in Service pursuant to Section 3.05(a) a Member's years of Eligibility Service
will be credited as follows:

               (1) Initial Period. The period of 12 consecutive months of
Service with an Employer beginning with the date the Employee first performs an
Hour of Service during which he has not less than 1,000 Hours of Service, plus

               (2) Subsequent Period. Each Plan Year beginning after his date of
hire during which he has not less than 1,000 Hours of Service for an Employer.

3.03           Vesting Service:

               For purposes of determining whether a Member has completed a
sufficient period of Vesting Service to be eligible for a Vested Pension
pursuant to Section 6.03, or eligible for a benefit under any other provision
hereof, his period of Vesting Service shall be equal to the sum of (a) and (b),
subject to (c), below.

         (a)(1) Service prior to Effective Date - As of the Effective Date a
Member's completed years and months of Service shall be determined. To the
extent that a Member has been credited with a period of Service which includes
completed months totaling six or more, such period of months shall be rounded up
to a full year. If his Service includes a period of less than six completed
months, said period of months thereafter shall be disregarded.


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               (2) Service After Effective Date - After the Effective Date a
Member shall be credited with one year of Vesting Service for each Year of
Service after such date (or since his return to Service following his last Break
in Service, if any); and

         (b)   any other such period of Service prior to a Break in Service,
if any, to the extent that credit for such Service has been restored pursuant to
Section 3.05

         (c)   but in no event shall such period of Service include any
period prior to the applicable date referred to in Section 3.01(a) above.

3.04           Break in Service:

               An Employee will be deemed to have incurred a "Break in Service"
as of the first day of each computation period in which he fails to complete at
least 501 Hours of Service (or its 12-week equivalent determined under Section
3.01(e)) after the ERISA Compliance Date whether such failure is the result of
his absence from the employ of an Employer (other than for Military Service or a
Permitted Leave), or of any change in the nature of his employment. In the event
a Member has a Break in Service, he will forfeit all benefits accrued under the
Plan, except to the extent vested pursuant to Section 6.03, subject to Section
3.05.

               Solely for purposes of determining whether a Break in Service for
eligibility and vesting purposes has occurred, 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, or in any case in which such hours cannot be determined, 8 Hours of
Service per each day of such absence. For purpose of this paragraph, an absence
from work for maternity or paternity reasons means an absence (1) by reason of
the pregnancy of the Employee, (2) by reason of a birth of a child of the
Employee, (3) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee, or (4) for purposes
of caring for such child for a period beginning immediately following such birth
or placement. The Hours of Service credited under this paragraph shall be
credited (1) in the computation period in which the absence begins if the
crediting is necessary to prevent a Break in Service in that period, or (2) in
all other cases, in the following computation period. Hours of Service shall not
be credited to an Employee under this paragraph unless such Employee furnishes
to the Committee such timely information as the Committee may require to
establish that the absence from employment is for the reasons described above
and to establish the number of days for which there was such an absence. No more
than 501 Hours of Service shall count for any such absence.

3.05           Restoration of Eligibility and Service


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         (a)   Eligibility for Contributions to Account B:

               (1) A Prior Member who has five or more consecutive one year
Breaks in Service shall become an Active Member immediately upon his return to
the employ of the Employer only if (A) such Prior Member had a non-forfeitable
right under Section 6.03 to all or a portion of his Account B at the time of his
termination or (B) the Prior Member's years of Eligibility Service before his
termination of Service exceed the number of consecutive one year Breaks in
Service after such termination. A Prior Member who has less than five
consecutive one year Breaks in Service shall become an Active Member
immediately.

               (2) A Prior Member who did not have a non-forfeitable right to
any portion of his Account B at the time of his termination shall be considered
a new Employee, for eligibility purposes, if the number of consecutive one year
Breaks in Service equals or exceeds the greater of five or the aggregate number
of years of Eligibility Service before such Break in Service.

               (3) A former Employee who has incurred a Break in Service shall
become an Active Member upon his return to the employ of the Employer if the
greater of such Employee's years of Eligibility Service before his termination
or five, exceeds the number of consecutive one year Breaks in Service after such
termination and if such Employee has satisfied the requirements for entry into
the Plan described in Section 2.0l(b) as of the date he returns to the employ of
an Employer.

               (4) A former Employee who has incurred a Break in Service shall
be considered a new Employee for eligibility purposes if the number of
consecutive one year Breaks in Service equals or exceeds the greater of five or
the aggregate number of years of Eligibility Service before such Breaks in
Service.

         (b)   Vesting and Benefit Service:

               (1) Except as otherwise provided in (2) below, if an Employee
returns to Service following a Break in Service, his Vesting Service for the
period of Service prior to the Break in Service shall be restored as soon as he
has completed one Year of Service.

               (2) The Vesting Service for such period of Service prior to a
Break in Service shall not be restored upon a return to Service if (A) the
Employee had no vested interest in his Account B under Section 6.03 at the time
of the Break in Service and (B) the number of consecutive Breaks in Service
equals or exceeds the greater of five or the period of his aggregate Vesting
Service prior to such Breaks in Service.


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               SECTION 4     VOLUNTARY CONTRIBUTIONS

4.01(a)        Voluntary Contributions:

               A member may elect, by filing a Prescribed Form with the
Committee, to contribute to his Account C for any Plan Year an amount equal to
any whole percentage of his Compensation applicable to such Plan Year. Such
contributions may be made (i) by a single cash payment at any time during the
Plan Year or within 30 days thereafter on the basis of projected compensation
for such Plan Year, (ii) by payment of a lump sum to the Trustee; or (iii) by
means of periodic payroll deductions; or (iv) by a combination of methods under
(i), (ii) and (iii) above.

         (b)   Election to Contribute to Account C by Payroll Deductions

               Any election to contribute to Account C by means of periodic
payroll deduction shall be made to the Committee on a Prescribed Form. Any
chance in such elections may be made in the same way prior to any subsequent
January 1, April 1, July 1 or October 1, but no more than one such change may be
made in any Plan Year with respect to any Account.

               Any Member may elect to suspend contributions to Account C at any
time during the Plan Year by filing a Prescribed Form with the Committee at
least 15 days before such suspension is to become effective. Contributions to
Account C may be resumed as of any later January 1, April 1, July 1 or October 1
by filing a Prescribed Form with the Committee.

         (c)   Return of Excess Contribution:

               If a Member's contributions in any Plan Year to his Account C
would cause the Plan to fail to meet the test referred to in Section 4.02, or
the limitations of Section 5.04, the Committee shall take such steps as may be
necessary to cause such excess amount to be returned to the Member as soon as is
practicable; but in no event later than 2-1/2 months after the close of the
applicable Plan Year (plus any earnings or minus any losses or such money).

         (d)   RESERVED

         (e)   Deposit of Contributions:

               The Committee shall transfer the Member's contributions to the
Trustee as soon as practicable after such contribution is made.


                                      -17-
<PAGE>


4.02 Any contributions made under Section 4.01 shall be subject to the test
appearing in Section 401(m) of the Code and the regulations issued thereunder.






                                      -18-
<PAGE>


               SECTION 5     EMPLOYER CONTRIBUTION - MEMBERS' TAX
                             DEFERRED CONTRIBUTIONS

5.01           Employer Contributions:

               The Employer shall contribute to the Plan for each Plan Year the
sum of the elections under Section 5.02, and the Employer contributions under
Section 5.03, but not in excess of the maximum amount deductible under the
applicable provisions of the Code. Contributions under Section 5.02 shall be
transferred to the Trustees as soon as practicable, but in no event later than
the earlier of 90 days from the date such amount was withheld from the Member's
pay. Contributions under Section 5.03 shall be made not later than the due date
of the Employer's Federal Tax return (including extensions) for the fiscal year
in which the Plan Year begins.

               Except as otherwise provided in Section 5.05 and 5.06, any and
all contributions made by an Employer shall be irrevocable and shall be
transferred to the Trustee and held as provided in Section 11, to be used in
accordance with the provisions of this Plan, in providing the benefits and
paying the expenses hereof. Neither such contributions nor any income therefrom
shall be used for, or diverted to, purposes other than for the exclusive benefit
members or their Beneficiaries, and payment of expenses of this Plan.

5.02           Members' Tax-Deferred Contributions:

               Beginning August 1, 1988, an Eligible Employee eligible under
Section 2.01(a) may elect to defer receipt of a portion of his Compensation, and
to have contributed by the Employer on his behalf to his Account A for any Plan
Year, an amount equal to a whole percentage of his Compensation not less than 2%
nor more than 20% (in multiples of 2%); provided, however, that in any calendar
year, the total of such contributions made under this Plan and any other plan,
contract or arrangement maintained by the Employer may not exceed $7,000 or such
higher amount as is permitted under Section 402(g)(5) of the Code. Such
contributions shall be made by means of payroll deductions in equal amounts, as
designated by the Member by filing a Prescribed Form with the Committee prior to
the date such payroll deduction is to be made with respect to any Plan Year. For
the first Plan Year, only Compensation earned on or after August 1, 1988 shall
be taken into account.

               Any election or change in such election shall be made to the
Committee on a Prescribed Form, effective as of the next January 1st, April 1st,
July 1st or October 1st, and such form must be filed with the Committee by the
first day of the month preceding the effective date of such election; provided,
however, that Members of the Plan as of


                                      -19-
<PAGE>


January 1, 1988 may elect to commence contributions under this Section as of
February 1, 1988 or March 1, 1988. A Member may cease contributions applicable
to him at any time by notice in writing to the Committee on a Prescribed Form,
but he may not elect to have contributions applicable to him commence until the
next following January 1st, April 1st, July 1st or October 1st; provided that
only one suspension will be allowed in any Plan Year.

               Notwithstanding the foregoing, the average actual deferral
percentage for the Highly Compensated Employees for any Plan Year shall not
exceed the greater of (A) or (B) as follows;

               (A) The average actual deferral percentage for the Non-Highly
Compensated Employees times 1.25, or

               (B) The average actual deferral percentage for the Non-Highly
Compensated Employees times 2.0; nor shall the average actual deferral
percentage exceed the average actual deferral percentage for the Non-Highly
Compensated Employees by more than two percentage points.

                   The actual deferral percentage for an Employee for a Plan
Year which is calculated separately for each Employee shall be the ratio of:

                   (1) The amount of contributions deposited to Account A on his
behalf for such Plan Year, to

                   (2) his Compensation for such Plan Year.

For purpose of the preceding sentence, the Compensation of any Employee for a
Plan Year shall be the amount of his Compensation which is taken into account
under the Plan in calculating the contribution which may be made on his behalf
for such Plan Year.

               The Committee may require any Member to reduce his contribution
to a specified rate or to suspend his contribution so that the Plan will satisfy
the requirement of either (A) or (B) above.

5.03           Allocations to Account B Any Employer contributions for a Plan
Year not allocated to the Accounts A of the Members shall be combined with
forfeitures determined pursuant to Section 6.05 and allocated, as of the
Allocation Date at the end of such Plan Year, only among those Employees who
are Active Members under Section 2.01(b) on such Allocation Date and who have
completed a Year of Service during the Plan Year ending on such Allocation Date.
Such contribution shall be allocated to all


                                      -20-
<PAGE>


such Members who have contributed to Account A by matching such Member's
contribution to Account A up to $1,000 in any Plan Year. The amount of such
matching contribution shall be subject to the test appearing in Section 401(m)
of the Code and the regulations issued thereunder.

5.04A.         Maximum Annual Additions

               The maximum "annual addition", as hereinafter defined, for any
Member shall be the lesser of $30,000 (or such higher limit as permitted by law)
or 25% of the Member's total Compensation from his Employers during the Plan
Year (which shall be the limitation year for purposes of Section 415 of the
Code).

               The annual addition for a Member shall be the sum of

               (1) the total Employer contributions allocated to the Accounts A
and B of such Member for the Plan Year,

               (2) the Member's contributions to Account C for the Plan Year,
and

               (3) any forfeitures allocated to the Member's Account B for such
Plan Year.

               The annual addition for any Member shall include all such
contributions and forfeiture's under this or any other plans of any Employer and
any Related Employer which constitute "defined contribution" plans as defined in
Section 414(i) of the Code.

               If a Member's contributions to Account C in any Plan Year would
cause the annual addition on his behalf to exceed the maximum permitted annual
addition under this subsection, the Committee shall take such steps as may be
necessary to cause such excess amount to be returned to the Member prior to the
time his Employer makes its full contribution for such Plan Year. Nothing herein
shall be construed to permit any Employer to reduce its contribution determined
under Section 5.01 in order to reduce the annual addition on behalf of any
Member unless such contribution itself would cause the annual addition to exceed
the maximum amount provided above.

               The provisions of Section 415 of the Code are incorporated herein
by reference.

5.04B.         Dual Plan Limitation

               If a Member is also a participant of one or more defined benefit
plans of an Employer and of the Related Company, the maximum annual addition to
this plan shall


                                      -21-
<PAGE>


be reduced so that a "combined benefit factor" in excess of 1 shall not result.
The "combined benefit factor" is the sum of the defined benefit plan fraction as
shown under (a) below and the defined contribution plan fraction as shown under
(b) below:

         (a)   the defined benefit plan fraction for any Plan Year is a fraction

               (i)   the numerator of which is the projected annual benefit of
the Member (determined as of the close of the Plan Year) and

               (ii)  the denominator of which is the lesser of

                     (A) the product of 1.25 multiplied by the dollar limitation
under Section 415 (b) (1) (A) of the Code for such year; or

                     (B) the product of

                         (I)  1.4 multiplied by

                         (II) the amount applicable to the Member under Section
415(b)(1) of the Code above for such year.

         (b)   the defined contribution plan fraction for any Plan Year is a
fraction

               (i)   the numerator of which is the sum of the annual additions
applicable to the Member as of the close of the Plan Year; and

               (ii)  the denominator of which is the sum of the lesser of the
following amounts determined for such Plan Year year and for each prior year of
service with Employer

                     (A) the product of 1.25 multiplied by the maximum dollar
amount of "annual addition" for each year as defined in Sections 415(C)(1)(a)
and 415(d) of the Code or

                     (B) the product of

                         (I)  1.4 multiplied by

                         (II) 25% of the Member's Compensation for such year.



                                      -22-
<PAGE>


5.05           Return of Contributions to an Employer Under
               Certain Circumstances:

               Notwithstanding the provisions of Section 5.01, to the extent
permitted by Applicable Law, Employer contributions shall be returned to the
Employer under the following circumstances:

           (a)  Mistake

                If and to the extent that any contribution was made by a mistake
in fact, the Committee may direct the Trustee to return the excess of the
contribution made over the amount that would have been made had there not
occurred a mistake of fact to the respective Employer at any time within one
year after the payment of such contribution, and the Account of any Member
affected shall be adjusted accordingly.

                Any matching contribution under Section 5.03(a) which is
attributable to any contribution which must be returned under Section 5.06 shall
be deemed to have been made under a mistake of fact, and shall be returned to
the Employer within 2-1/2 months after the end of the applicable Plan Year or
the April 15th of the applicable calendar year, as the case may be.

           (b)  Nondeductibility

                If and to the extent that the Internal Revenue Service
determines that a contribution is not deductible under Section 404 of the Code,
the Committee may direct the Funding Agent to return the contribution made by a
mistake in determining the amount of the deduction to the Employer, or by a good
faith mistake in determining the deductibility of the contribution, in an amount
equal to the excess of the money contributed over the amount that would have
been contributed had there not occurred a mistake in determining the amount of
the deduction or the deductibility of the contribution, at any time within one
year after the date of disallowance, and the Account of any Member affected
shall be adjusted accordingly.

           (c)  Adjustments

Any excess contribution returned pursuant to this Section 5.05 shall be adjusted
to reflect its proportionate share of the Fund's losses, if any, attributable to
such excess contribution. Any earnings attributable to such excess contribution
may not be returned to the Employer.


                                      -23-
<PAGE>


           (d)  Limitation on Rights

                Notwithstanding any provision of this Plan to the contrary, the
right or claim of any Member or Beneficiary to any asset of the Fund or to any
benefit under the Plan shall be subject to and limited by the provisions of this
Section 5.05.

           (e)  Failure to Qualify Initially.

                If and to the extent that the Internal Revenue Service
determines that the Plan does not initially qualify under Section 401(a) of the
Code, either in its entirety or with respect to any Employer, all contributions
made by such Employer on or after the date as of which the failure to qualify
initially is determined to have occurred shall be returned to the Employer by
the Trustees, upon the direction given by the Committee to the Trustees within
one year after the date of denial of qualification. The Plan thereupon shall
terminate with respect to such Employer, and any assets in the Trust which are
attributable to such Employer shall be returned to such Employer. Upon the
return of all contributions to such Employer as provided herein, the Trust shall
terminate and the Trustees, the affected Employer and the Committee shall be
discharged from all obligations under the Plan and Trust.

5.06           Return of Contributions to a Member

         (a)   Return of Excess Deferrals

               In the event that any Member's Tax-Deferred Contributions for a
given taxable year, made pursuant to Section 5.02 of this Plan or to any other
Plan described in Sections 401(k) or 403(b) of the Code exceed $7,000 (or such
higher amount as is permitted under Section 402(g)(5) of the Code), the Member
may, prior to March lst of the following calendar year, allocate the amount of
such excess deferral among the plans under which such deferrals were made and
notify the Committee of the amount of such allocation. Following such
notification, the Committee shall, prior to the April 15th of the calendar year
following the year of the excess deferral, distribute to such Member the amount
of such excess deferral plus the earnings or minus the losses thereon.

         (b)   Return of Disqualifying Contributions

               In the event that any Member's contributions under this Plan
would subject to the Employer to the tax imposed by Section 4979 of the Code,
such contributions plus earnings or minus losses shall be distributed to the
Member no later than two and one-half months after the close of the applicable
Plan Year.


                                      -24-
<PAGE>


               The amount of any distribution required to be made under this
Section 5.06(b) shall be made to Highly Compensated Employees on the basis of
the respective portion of the excess contributions applicable to each of such
Employees.

5.07           Rollovers

               An Eligible Employee may, with the consent of the Committee,
contribute to this Plan any amount received as a distribution from a plan which
is a qualified plan under Section 401(a) of the Code or a qualified rollover
Individual Retirement Account under Section 408 (d) (3) (A) (ii) of the Code and
which distribution is a qualified rollover amount pursuant to Section 402 (a)
(5) of the Code; provided such contribution is made to this Plan within 60 days
after it is received from the other plan or rollover Individual Retirement
Account.

               Such amount shall be held in a separate Member's Rollover Account
which shall always be fully vested and nonforfeitable. The Member shall
separately designate how his Rollover Account is to be invested, in accordance
with Section 7. In all other respects said Rollover Account shall be treated in
the same manner as the Member's Account under this Plan.

               Any contribution to a Rollover Account shall not be considered an
Annual Addition for purposes of Section 5.04, nor shall it be considered in
determining top-heaviness under Exhibit B hereof unless such amount was
distributed from any qualified plan maintained by an Employer or a Related
Company.

               SECTION 6     BENEFITS

6.01           Normal and Deferred Retirement: Early Retirement:

               Upon a Member's retirement on or after Normal Retirement Date,
there shall be payable to such Member the value of his Accounts, in the manner
and at the time specified in Section 9. Upon a Member's termination of
employment after attainment of age 55 and completion of 10 Years of Service, a
Member may retire early and there shall be payable the full value of his
Accounts, in the manner specified in Section 9.

6.02           Disability Retirement:

               Upon a Member's retirement by virtue of his having become totally
and permanently disabled, as determined by a physician satisfactory to the
Committee, to such a degree that he is unable to perform his duties for any
Employer, the Member shall be


                                      -25-
<PAGE>


fully vested in the value of his Accounts. The Member Account shall be paid to
him in the manner and at the time specified in Section 9.

6.03           Termination of Employment:

               (a) A Member's interest in his Accounts A and C and Rollover
Account shall always be fully vested and non-forfeitable. A Member shall have a
vested interest in his Account B determined as of the date termination of
employment occurs, by multiplying the balance in his Account B by the Vested
Percentage determined in accordance with the following schedule:

           Completed Years of Vesting                Vested Percentage
              Service at Termination                   In Account B
           --------------------------                -----------------

           Less than 1 years                                 0%
           1 years but less than 2 years                    20%
           2 years but less than 3 years                    40%
           3 years but less than 4 years                    60%
           4 years but less than 5 years                    80%
           5 years or more                                 100%

               A Member will be fully vested upon attaining Normal Retirement
Age.

               Upon the termination of employment of a Member for any reason
other than death or retirement, the Vested Percentage of his Account B shall be
determined as of his date of termination of employment, such Vested Percentage
to be based on the Member's Years of Vesting Service as of such date.

               Payments shall be made in the manner and at the time specified in
Section 9.

         (b)   If a distribution is made at a time when a Member has a
nonforfeitable right to less than 100 percent of the account balance derived
from employer contributions and the Member may increase the nonforfeitable
percentage in the account:

               (1) A separate account will be established for the member's
non-vested interest in the plan as of the time of the distribution, and

               (2) At any relevant time the Members' nonforfeitable portion of
the separate account will be equal to an amount ("X") determined by the formula:

                         X = P (AB + (R x D)) - (R X D)


                                      -26-
<PAGE>


For purpose of applying the formula: P is the nonforfeitable percentage at the
relevant time, AB is the account balance at the relevant time, D is the amount
of the distribution, and R is the ratio of the account balance at the relevant
time to the account balance after distribution.

The provision described in (b) (2) above will apply only upon the re-employment
of a former Member prior to the date the balance of the separate account is
forfeited pursuant to Section 6.05.

6.04           Death

               Upon the death of an Active or Suspended Member, there shall be
payable to his Beneficiary the value of the Member's Accounts, and such amounts
shall be payable in a lump sum.

               Upon the death of a Retired Member who has elected to receive his
Account in the form of a lump sum or in installments there shall be paid to his
Beneficiary in a lump sum the remaining balance, if any, in the Member's
Accounts.

               Upon the death of an Inactive Member, there shall be paid to his
Beneficiary the value of that portion of the Member's Accounts which vested
pursuant to Section 6.03 as of the date his employment terminated.

               Payment shall be made in the manner and at the time specified in
Section 9.

               A Member may change his designated Beneficiary at any time by
filing a Prescribed Form with the Committee, subject to the consent of the
spouse, if any. In the event that there is no designated Beneficiary living at
the time of the Member's death, the balance of the Member's Account shall be
paid as determined in Section 1.04.

6.05           Forfeitures:

               If a Member terminates employment, before his Account has become
vested pursuant to Section 6.03, his Account shall be forfeited effective as of
the Allocation Date occurring on the last day of the Plan Year in which the
termination of employment occurs. Until such allocation Date, the account shall
continue to be revalued in accordance with Section 5.03 and, upon such
Allocation Date, the amount forfeited shall be used to reduce the Employer's
contribution applicable to the Plan Year ending on such Allocation Date.


                                      -27-
<PAGE>


               If the Member is rehired before he has 5 consecutive one year
Breaks in Service, the forfeited amount shall be reinstated as follows:

               (a) First, from forfeitures for the Plan Year in which his rehire
occurs;

               (b) Second, if the amounts under (a) are insufficient for such
reinstatement, from an additional Employer contribution.



                SECTION 7    INVESTMENT AND VALUATION OF ACCOUNTS

7.01           Election of Investments:

         (a)   Accounts A and C and Rollover Account:

               A Member shall, by electing in a manner prescribed by the
Committee on a uniform basis, elect to have a whole percentage of his Accounts A
and C and Rollover Account invested in one or more of the funds (provided that
the total of such investments must equal 100% of such Accounts) made available
by the Committee, including, beginning on July 1, 1998, the Viacom Inc. Stock
Fund, and beginnning on April 1, 1999, the Infinity Corporation Common Stock
Fund, which consists primarily of Infinity Broadcasting Corporation Class A
common stock.

         (b)   Account B:

               Any Employer Contribution that is allocated to a Member's Account
B (under Section 5.03) shall be invested in the same proportion as his Account
A.

7.02           Change of Investments:

               Subject to such conditions as the Committee shall prescribe on a
uniform basis, a Member may from time to time reallocate in whole percentages
his various fund account balances among the various available funds.

               Following a reallocation, amounts that have been transferred
shall retain the after-tax, before-tax, matching, or rollover character which
was attributable to such amounts immediately prior to the reallocation. For
investment reallocation directions filed effective with commencement of daily
valuation under the Plan, any such reallocation direction shall become effective
on the valuation date coincident with or next following


                                      -28-
<PAGE>


the date on which such investment reallocation direction was made. A Member may
elect to make unlimited reallocations with respect to his accounts in any
calendar quarter.

               A Member's reallocation request (as well as other requests and
elections permitted under this Section 7) may be made on such forms and in such
manner as permitted by the Committee, including through telephonic notice
procedures.

7.03           Valuation:

               As soon as practicable after each Valuation Date, the Trustees or
their agent shall cause separate determinations to be made of the net value of
the assets of each of the Funds as of the Valuation Date. With respect to each
Fund described in Section 7.01, the income earned since the last Valuation Date
shall be allocated in proportion to the average market value of the Fund's
assets for each Plan Member participating in such Fund. The average market value
shall be determined as the dollar-weighted average by time of receipt or
disbursement of the market value at the beginning of the valuation period,
contributions, disbursements, transfers and individually allocated expenses. For
purposes hereof, "valuation period" means any calendar quarter; and "income
earned" means the net of interest, dividends, unrealized appreciation and
depreciation, capital gains and losses, and investment expenses.

               The Trust shall be valued at least annually. All valuations shall
be made at fair market value.

7.04           Statement of Accounts:

               The Plan Administrator shall furnish to each Member, as of each
March 31, June 30, September 30 and December 31 a statement of his Account;
provided, however, that the initial statement shall be furnished as of December
31, 1988.



               SECTION 8     WITHDRAWALS

8.01           Withdrawals from Account A:

         (a)   No withdrawals may be made from Account A prior to the date the
Member attains age 59-1/2; provided, however, that a member may make a
withdrawal from his Account A prior to the date he attains age 59-1/2 if such
withdrawal is necessary because of immediate and heavy financial needs of the
Member, which needs the Member is unable to meet from any other resource
available to him. The amount of such withdrawal may not exceed the amount
required to meet the immediate and heavy financial need.


                                      -29-
<PAGE>


The Committee shall determine the existence of such need, applying the same
rules in the same or similar circumstances.

               On and after January 1, 1989, any such withdrawal shall be
limited to contributions made to Account A, and no withdrawal may be made from
earnings on such contributions.

               Upon attainment of age 59-1/2, a Member may withdraw any or all
of his Account A, but only one such withdrawal may be made in any Plan Year.

         (b)   Deemed immediate and heavy financial need. For purposes of this
Section 8.01, a distribution will be deemed to be made on account of an
immediate and heavy financial need of the Member if the distribution is an
account of;

               (1) Medical expenses described in Section 213(d) of the Code
incurred by the Member, the Member's spouse, or any dependents of the Member (as
defined in Section 152);

               (2) Purchase (excluding mortgage payments) of a principal
residence for the Member; or

               (3) Payment of tuition for the next semester or quarter of
post-secondary education for the Member, his or her spouse, children, or
dependents.

               (4) The need to prevent the eviction of the Member from his
principal residence or foreclosure on the mortgage of the Member's principal
residence.

This list of deemed immediate and heavy financial needs shall also include any
additional reasons hereafter permitted by the Commissioner of Internal Revenue.

         (c)   Distribution deemed necessary to satisfy financial need. A
distribution will be deemed to be necessary to satisfy an immediate and heavy
financial need of a Member if all of the following requirements are satisfied:

               (1) The distribution is not in excess of the amount of the
immediate and heavy financial need of the Member,

               (2) The Member has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer,


                                      -30-
<PAGE>


               (3) The plan, and all other plans maintained by the Employer,
provide that the Member's elective contributions and employee contributions will
be suspended until the first day of the calendar quarter next following 12
months after receipt of the hardship distribution, and

               (4) The plan, and all other plans maintained by the Employer,
provide that the Member may not make elective contributions for the Member's
taxable year immediately following the taxable year of the hardship distribution
in excess of the applicable limit under Section 402(g) of the Code for such next
taxable year less the amount of such Member's elective contributions for the
taxable year of the hardship distribution.

8.02           Withdrawals from Account B:

               No withdrawals shall be permitted from Account B.

8.03           Withdrawals from Account C:

               A Member may elect, on a Prescribed Form filed with the
Committee, to withdraw all or a portion of the balance of his Account C (as of
the Valuation Date following the date of his filing his election to withdraw).
Such election to withdraw may not be made more often than once in any calendar
quarter.

               SECTION 9     MANNER OF PAYMENT

9.01           Retirement and Termination:

               Upon a Member's retirement or termination of employment, there
shall be payable to such Member his vested interest in the value of his Accounts
(as of the Valuation Date preceding the date of distribution in accordance with
(a) below. However, if payments to the Member begin under Section 9.04 (b) while
the Member is still in the employ of the Employer or if the Member has retired
in accordance with Section 6.01, the Member may elect to receive benefits under
(a) or (b) below by filing a prescribed form with the Committee.

         (a)   as a single cash distribution of the full amount payable;

         (b)  in annual, semi-annual, quarterly or monthly installments of
substantially equal amounts over a fixed period of time not to exceed the joint
life expectancies of the Member and his Beneficiary.


                                      -31-
<PAGE>


               The amount of each annual installment under (b) above shall be
determined by dividing the amount balance at the Valuation Date immediately
preceding the initial distribution by the number of annual installments
remaining to be paid. If payments are to be made under (b) above in other than
annual installments, the amount of the annual installment determined under the
preceding sentence shall be divided by the number of payments to be made within
the year to determine the amount of each installment; provided, however, that
the last installment will include any remaining balance of the Member's Account.
If distribution of benefits is made in installment payments, the portion of the
credit balance in the Member's Accounts which was not previously distributed to
him shall be valued in accordance with Section 7.03.

               Notwithstanding anything to the contrary herein contained, any
distributions under (b) above shall be subject to the following limitations:

               (1) If the Beneficiary is someone other than the Member's Spouse,
the Member must anticipate receiving more than fifty percent of the value of his
Account.

               (2) If benefits are being paid under (b) above, the Member may
make an irrevocable election of (i) or (ii) below, but if no election is made
prior to the date payments commence, (ii) below will be deemed to have been
elected:

                   (i)   If the Beneficiary is the Member's Spouse their joint
life expectancies shall be redetermined annually; if the Beneficiary is not the
Member's Spouse, the Member's life expectancy shall be redetermined annually.

                   (ii)  The Member's life expectancy, or the joint life
expectancies of the Member and the Member's spouse (if the spouse is the
Beneficiary) shall not be redetermined after payments commence.

               (3) No balance to be paid on the death of a Member prior to the
commencement of the Member's benefits or upon the death of the spouse shall be
paid in installments over a period longer than five years from the date of death
unless:

                   (a) Payments are being made to the spouse of a Member and
begin no later than the later of one year after the Member's death or the date
on which the Member would have reached age 70-1/2, and are to be paid over a
period not longer than the lifetime (or life expectancy) of the spouse; or

                   (b) Payments are being made to a non-spouse designated
Beneficiary over a period no longer than the life (or life expectancy) of the
Beneficiary, and


                                      -32-
<PAGE>


distribution to the Beneficiary commences no later than one year after the
Member's death (or spouse's death, where applicable).

               (4) If distribution has started before the Member's death, the
remaining interest will be distributed at least as rapidly as under the method
being used as of the date of the Member's death.

               (5) Distributions will be made in accordance with Section
401(a)(9) of the Code and the regulations issued thereunder including Section
1.401(a)(9)-2 of such regulations, and the provisions reflecting Code Section
401(a)(9) shall override any distribution options in the Plan inconsistent
with Section 401(a)(9).

9.02           Death:

               Upon the death of a Member, there shall be payable to his
Beneficiary the value of the Member's Accounts and payment shall be in a lump
sum no later than one year after the Member's death.

               A Member may change his designated Beneficiary at any time by
filing a Prescribed Form with the Committee, subject to Section 1.04. In the
event that there is no designated beneficiary living at the time of the Member's
death, the balance of the Member's Accounts shall be paid as determined in
Section 1.04.

9.03           Termination or Disability Benefits:

               The benefits of an Inactive or Disabled Member will be paid in
the manner provided in Section 9.01. Such benefits will commence on what would
have been his Normal Retirement Date, unless the Member requests an earlier
payment date.

9.04           Requests as to Manner and Time of Payment:

         (a)   If the value of the Member's Account is $3,500 or less payment
under this Plan shall be made as soon as practicable after the Member's
retirement or termination or employment in a lump sum.

               If the value of the Member's Account is more than $3,500, payment
shall be made at the date requested by the Member, on a Prescribed Form filed
with the Committee.

               In no event shall any distribution be made before the Valuation
Date following retirement, death or termination of employment.


                                      -33-
<PAGE>


               Notwithstanding the foregoing, if a Member's termination of
employment is for any reason other than retirement, and the Member does not
elect a distribution at the earliest possible time, the Member's Accounts shall
be transferred to interest bearing bank accounts. If termination of employment
is because of retirement and the Member elects to defer distribution beyond
Normal Retirement Date, the Member's Accounts shall be transferred as of his
Normal Retirement Date to interest bearing bank accounts.

         (b)   Payment of benefits will begin not later than 60 days after the
close of the Plan Year in which the later of the following shall occur, but in
no event later than the April lst following the calendar year in which the
Member attains age 70-1/2:

               (1) the Member's Normal Retirement Date, or

               (2) the date on which he actually retires or terminates
employment.

and such benefit shall commence at that time even if no application therefor has
been filed. If an application is denied, the procedure described in Section
10.02 shall be applicable. If the amount prescribed by this Section cannot be
ascertained by such date, a payment retroactive to such date may be made no
later than 60 days after the earliest date on which the amount of such payment
can be ascertained under the Plan.

9.05           Indirect Payment of Benefits:

               If any Member or Beneficiary is, in the judgment of the
Committee, legally, physically or mentally incapable of personally receiving and
receipting for any payment due hereunder, payment may be made to the guardian or
other legal representative of such Member or Beneficiary or, if none, to such
other person or institution that, in the opinion of the Committee, is then
maintaining or has custody of such Member or Beneficiary. Such payment shall
constitute a full discharge with respect thereto.

9.06           Qualified Domestic Relations Order (QDRO):

               Unless the Alternate Payee is an Employee or a Retired Member,
any amounts segregated under this Plan for the benefit of the Alternate Payee
pursuant to a QDRO shall be distributed to the Alternate Payee as soon as
practicable following the qualification of the QDRO by the Plan Administrator.


                                      -34-
<PAGE>


9.07           Distribution Upon the Sale of a Subsidiary or of Substantially
All of the Assets of a Trade or Business:

         (a)   In the event of the sale by the Company or a Related Company of
its interest in a subsidiary (within the meaning of Section 409(d)(3) of the
Code), a Member who continues employment with the acquirer of such subsidiary
will be treated as having terminated employment, upon the sale of such interest
in the subsidiary and, if the applicable requirements of Section 401(k)(10) of
the Code are satisfied, may receive a distribution of his total Account from the
Plan, including his tax-deferred contributions in Account A.

         (b)   In the event of the sale by the Company or a Related Company of
substantially all of the assets of a trade or business, a Member who continues
employment with the acquirer of such assets will be treated as having terminated
employment, upon the sale of such assets and, if the applicable requirements of
Section 401(k)(10) of the Code are satisfied, may receive a distribution of his
total Account from the Plan, including his tax-deferred contributions in Account
A. For purposes of this Section 9.07(b), whether substantially all of the assets
of a trade or business have been sold shall be determined based on the facts and
circumstances, provided that a television or radio station can constitute a
separate trade or business without regard to whether the Company or a Related
Company continues to operate one or more additional stations in the same market.

               SECTION 10    ADMINISTRATION OF PLAN

10.01          Company:

               The Company is the "plan sponsor" of the Plan, as described by
section 3(16)(B) of ERISA, and is a "named fiduciary" of the Plan, within the
meaning of section 402(a)(2) of ERISA. The Company has all responsibilities not
otherwise delegated to the Administrative Managers, the Financial Managers, the
Trustee, the Plan Administrator (including delegatees of the Company), or the
Investment Managers, including:

         (a)   making contributions to the Plan;

         (b)   amending the Plan by written resolution of the Board as provided
in Section 14; and

         (c)   appointing and dismissing, by written action of the Chief
Executive Officer of the Company, the Administrative Managers and the Financial
Managers.


                                      -35-
<PAGE>


In no event shall the Company or any other person or entity function or be
deemed to function as a fiduciary in connection with the actions described in
10.01(a) or 10.01(b) above.

10.02          Administrative Managers:

               The Company, acting by written action of the Chief Executive
Officer of the Company, has appointed the Administrative Managers who are "named
fiduciaries" of the Plan, within the meaning of section 402(a)(2) of ERISA, with
respect to Plan administrative matters. Subject to the terms of the Plan, the
Trust Agreement and applicable resolutions of the Board, the Administrative
Managers have full and absolute discretion and authority to control and manage
the operation and administration of the Plan, and to interpret and apply the
terms of the Plan and the Trust Agreement. This full and absolute discretion and
authority includes, but is not limited to, the power to:

         (a)   interpret, construe, and apply the provisions of the Plan and
Trust Agreement, and any construction adopted by the Administrative Managers in
good faith shall be final and binding;

         (b)   adopt Plan amendments that do not materially increase costs
of the Plan to the Company, provided that such amendments will be made in
writing, will be made according to procedures established by the Administrative
Managers, and will be subject to the approval of the Financial Managers; and

         (c)   review appeals from the denial of benefits.

The Administrative Managers may employ, appoint, and dismiss advisors as the
Administrative Managers deem necessary to carry out the provisions of the Plan
and the Trust Agreement, including attorneys, accountants, actuaries, clerks, or
other agents, and may delegate any of their authority and duties to such
persons.

10.03          Financial Managers:

               The Company, acting by written action of the Chief Executive
Officer of the Company, has appointed the Financial Managers who are "named
fiduciaries" of the Plan, within the meaning of section 402(a)(2) of ERISA, with
respect to Plan investments. Subject to the terms of the Plan, the Trust
Agreement and applicable resolutions of the Board, the Financial Managers shall
have full and absolute discretion and authority to:

         (a)   change or terminate the existing investment Fund options offered
under the Plan or establish additional investment Fund options;


                                      -36-
<PAGE>


         (b)   appoint and dismiss Investment Managers (as described by section
3(38) of ERISA) and the Trustee;

         (c)   provide guidelines and directions to, and monitor the performance
of, Investment Managers and the Trustee;

         (d)   manage the funding, cost, and financial aspects of the Plan; and

         (e)   adopt Plan amendments that do not materially increase costs of
the Plan to the Company, provided that such amendments will be made in writing,
will be made according to procedures established by the Financial Managers, and
will be subject to the approval of the Administrative Managers.

The Financial Managers may employ, appoint, and dismiss advisors as the
Financial Managers deem necessary to carry out the provisions of the Plan and
the Trust Agreement, including attorneys, accountants, actuaries, clerks, or
other agents, and may delegate any of their authority and duties to such
persons.

10.04          Plan Administrator:

               The Plan Administrator is responsible for, and has authority to:

         (a)   adopt rules and procedures as necessary or appropriate for Plan
administration and the processing of claims for benefits;

         (b)   make all initial determinations regarding claims for benefits,
including authority to interpret and apply any applicable Plan provisions to the
facts involved in each benefits claim, and provide notice described in Section
10.10 to any claimant whose claim is denied;

         (c)   subject to guidelines provided by the Administrative Managers,
direct the Trustee regarding: (i) payment of benefits to participants, and (ii)
payment of the reasonable and necessary expenses of the Plan from Plan assets;

         (d)   obtain fidelity bonds and fiduciary insurance coverage, in
accordance with applicable provisions of ERISA; and

         (e)   comply with and monitor the Plan's continued compliance with
all governmental laws and regulations relating to recordkeeping and reporting of
participants' benefits, other notifications to participants, registration with
the Internal Revenue Service, and reports to the Department of Labor.


                                      -37-
<PAGE>


The Company, as the Plan Administrator, may delegate any or all of these
functions to any person or persons as it deems appropriate. Such delegation need
not be in writing.

10.05          Trustee:

               The Trustee has exclusive responsibility for control and
management of Plan assets, in accordance with the Trust Agreement. The Trustee
is responsible for, and has authority to:

         (a)   invest, manage, and control Plan assets, subject to the
direction of the Financial Managers and Investment Managers appointed by the
Financial Managers;

         (b)   maintain records and accounts of all contributions, receipts,
investments, distributions, expenses, disbursements, and all other transactions;
and

         (c)   prepare records, reports, statements, tax returns, and
forms required to be furnished to participants or filed with the Secretary of
Labor or Treasury, as required by the Trust Agreement, or the directions of the
Administrative Managers.

10.06          Investment Managers:

               Investment Managers manage and invest Plan assets subject to the
Plan, the Trust Agreement, and guidelines and directions provided by the
Financial Managers.

10.07          Allocation of Fiduciary Authority:

               The Company, other Employers, the Administrative Managers, the
Financial Managers, the Plan Administrator, the Trustee, and the Investment
Managers (collectively, the "Plan Fiduciaries") each have individual
responsibility for the prudent execution of their responsibilities assigned
under this Plan, and are not responsible for acts or failures by another
Fiduciary, unless the Plan provides for shared fiduciary responsibility. Plan
Fiduciaries are obligated to discharge their duties with respect to the Plan
solely and exclusively in the interest of Plan participants and their
beneficiaries, and with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims.

               Whenever the Plan or Trust Agreement requires one Fiduciary to
provide information or direct the activities of another Fiduciary, the two may
not be deemed to have shared Fiduciary responsibility. Instead, the Fiduciary
giving directions or


                                      -38-
<PAGE>


providing information is solely responsible for prudently directing or informing
the other, and the Fiduciary receiving the direction or information is entitled
to rely on that direction or information as proper under the Plan, the Trust
Agreement, and applicable law.

               Any individual may serve in more than one capacity. For example,
the same individual may serve as an Administrative Manager and as an agent of
the Company or the Plan Administrator. However, no Plan Fiduciary who is
employed by an Employer or an entity in the Controlled Group of an Employer may
be compensated for services to the Plan from Plan assets.

10.08          Indemnification of Fiduciaries:

         (a)   To the extent permitted by applicable law, the Board, the
Administrative Managers, the Financial Managers, the Plan Administrator, the
Trustee and any person to whom duties and responsibilities have been allocated
or delegated under this Plan and Trust ("Covered Persons") shall be indemnified
and saved harmless by the Plan and Trust from and against any and all claims of
liability arising in connection with the exercise of the Covered Person's duties
and responsibilities with respect to the Plan and Trust by reason of any act or
omission, including all expenses reasonably incurred in the defense of such act
or omission, unless:

               (i)  it will be established by final judgment of a court of
competent jurisdiction that such act or omission, including all expenses
reasonably incurred in the defense of such act or omission, involved a violation
of the duties imposed by Part 4 of Subtitle B of Title I of ERISA on the part of
such Covered Person; or

               (ii) in the event of settlement or other disposition of such
claim involving the Plan and Trust, it is determined by written opinion of
independent counsel that such act or omission involved a violation of the duties
imposed by Part 4 of Subtitle B of Title I of ERISA on the part of such Covered
Person.

               (b)  To the extent permitted by applicable law, the Trust will
pay expenses (including reasonable attorneys' fees and disbursements),
judgments, fines, and amounts paid in settlement incurred by the Covered Person
in connection with any of the proceedings described above, provided that:

                    (i) the Covered Person will repay such advanced expenses to
the Trust, plus reasonable interest, if it is established by a final judgment of
a court of competent jurisdiction, or by written opinion of independent counsel
under the circumstances described above, that the Covered Person violated duties
under Part 4 of Subtitle B of Title I of ERISA; and


                                      -39-
<PAGE>


                    (ii) the Covered Person will make appropriate arrangements
for repayment of advanced expenses.

Notwithstanding the foregoing, no such advanced expenses will be made in
connection with any claim against a Covered Person that is made by the Plan,
provided that upon final disposition of such claim, the expenses (including
reasonable attorneys' fees and disbursements), judgments, fines, and amounts
paid in settlement incurred by the Covered Person will be reimbursed by the Plan
to the extent provided above.

10.09          Claims for Benefits:

               Each Member (or Beneficiary) must file a claim with the Plan
Administrator for any benefit to which that person believes he is entitled under
this Plan, in accordance with procedures established by the Plan Administrator.

               Generally, the Plan Administrator is required to decide each
claim within ninety (90) days of the date on which the claim is filed. If
special circumstances require a longer period for adjudication, the Plan
Administrator must notify the claimant in writing of the reasons for an
extension of time, and the date by which the Plan Administrator will decide the
claim, before the ninety (90) day period expires. Extensions beyond ninety (90)
days after the expiration of the initial ninety (90) day period are not
permitted. If the Plan Administrator does not notify the claimant of its
decision to grant or deny a claim within the time specified by this section, the
claim will be deemed to have been denied and the appeal procedure described in
Section 10.11 below will become available to the claimant.

10.10          Notice of Denial:

               If the Plan Administrator denies a claim for benefits under the
Plan, the claimant will receive a written notice that explains:

         (a)   the specific reason for the denial, including specific reference
to pertinent Plan provisions on which the denial is based;

         (b)   any additional information or material necessary to perfect a
claim, with an explanation of why such material is necessary, if any information
would be helpful or appropriate to further consideration of the claim; and

         (c)   the steps to be taken if the claimant wishes to appeal, including
the time available for appeal.


                                      -40-
<PAGE>


10.11          Appeal of Denied Claims for Benefits:

               Claimants must submit a written request appealing the denial of a
claim within sixty (60) days after receipt of notice described by Section 10.10.
Claimants may review all pertinent documents, and submit issues and comments in
writing. The Administrative Managers (or their delegate) will provide a full and
fair review of all appeals from denial of a claim for benefits, and their
decision will be final and binding.

               The decision of the Administrative Managers (or their delegate)
ordinarily will be given within sixty (60) days after receipt of a written
request for appeal, unless special circumstances require an extension (such as
for a hearing). If an extension of time for appeal is necessary, the claimant
will receive written notice of the extension before the sixty (60) day period
expires. The decision may not be delayed beyond one-hundred twenty (120) days
after receipt of the written request for appeal. Notice of the decision on
appeal will be provided in writing, and will explain the basis for the decision,
including reference to applicable provisions of the Plan, in a manner calculated
to be understood by the person who appealed the denial of a claim.

10.12          Exhaustion of Remedies:

               No legal action for benefits under the Plan may be brought unless
and until the following steps have occurred:

         (a)   the claimant has submitted a written application for benefits in
accordance with Section 10.09;

         (b)   the claimant has been notified that the claim has been denied, as
provided by Section 10.10;

         (c)   the claimant has filed a written request appealing the denial in
accordance with Section 10.11; and

         (d)   the claimant has been notified in writing that the Administrative
Managers (or their delegate) have denied the claimant's appeal, or the
Administrative Managers have failed to act on the appeal within the time
prescribed by Section 10.11.

10.13          Legal Action for Benefits:

               No legal action for benefits under the Plan may be brought more
than one year after the time described in Subsection 10.12(d) above.


                                      -41-
<PAGE>


               SECTION 11    MANAGEMENT OF TRUST FUND

11.01          Trustee:

               The Trust Fund shall be held in trust by a Trustee or Trustees
appointed from time to time by the Board with such powers and duties in the
Trustee or Trustees as shall be provided in the Trust Agreement between the
Trustee or Trustees and the Company.

11.02          Investments:

               The investment of the Trust Fund shall be in accordance with the
provisions of the Trust Agreement between the Trustee or Trustees and the
Company.

11.03          Payment of Expenses:

               The administrative and all other expenses of the Plan shall be
paid out of the Trust Fund unless paid by the Employers.

               SECTION 12    MISCELLANEOUS PROVISIONS

12.01          Disclaimer of Liability:

         (a)   It is the intention of each Employer to continue this Plan and
make contributions regularly each year, but nothing contained in this Plan or
the Trust Agreement by which it is implemented shall be deemed to require any
Employer to make contributions under this Plan and no Employer shall be under
any legal obligation to contribute to this Plan after the Plan has been
terminated as herein provided.

         (b)   Once a contribution has been made to the Trustee, no liability
shall attach to any Employer for any payment of any benefit or claims hereunder
and Members and their Beneficiaries, and all persons claiming under or through
them, shall have recourse only to the Trust Fund for payment of any benefit
hereunder.

         (c)   The rights of the Members, their Beneficiaries and other persons
are hereby expressly limited and shall be only in accordance with the provisions
of the Plan.

12.02          Termination:

               The Company reserves the right to terminate this Plan with
respect to all Employers or may direct that any individual Employer withdraw
from the Plan. In addition, any Employer may elect to discontinue contributions
to the Plan or to terminate


                                      -42-
<PAGE>


its participation in the Plan completely or with respect to one or more of its
divisions, locations, or operations. In the event that the Plan is terminated
(either wholly or partially) or if there is a complete discontinuance of
contributions by any participating Employer, the amount of the Trust Fund
allocable to the Account of each Employee with respect to which the Plan is
being terminated shall be determined promptly and, if not already fully vested,
shall become fully vested and nonforfeitable. (For this purpose a suspension of
contributions which is merely a temporary cessation of contributions by any
Employer shall not be deemed a complete discontinuance). Distribution to the
Members thereafter shall be made in one of the manners described in Section 9 on
the appropriate date or dates described in Section 6. In the sole discretion of
the Committee, a Member's Account may be distributed to the Member in any manner
described in Section 9.01 on any date prior to the date which otherwise would be
applicable under the preceding sentence. Until fully distributed, each Account
shall continue to be revalued in accordance with Section 7.03.

12.03          Employer-Employee Relationship:

The establishment of this Plan shall not be construed as conferring any legal or
other rights upon any Employee or any person for a continuation of employment,
nor shall it interfere with the rights of any Employer to discharge any Employee
or otherwise act in relation to him. Each Employer may take any action
(including discharge) with respect to any Employee or other person and may treat
him without regard to the effect which such action or treatment might have upon
him as a Member of this Plan.

12.04          Merger:

               The merger or consolidation of any Employer with another
organization shall not of itself cause the termination of this Plan or be deemed
a termination of employment as to any Employee. The merger of this Plan with
another retirement plan shall not of itself cause the termination of this Plan.
In the case of any merger or consolidation of the Plan with, or in the case of
any transfer of assets or liabilities of the Plan to, any other plan, each
Member will (if the Plan then terminates) be entitled to receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer (if the Plan had then terminated).

12.05          Inclusion and Withdrawal of Participating Employers:

               Any subsidiary, affiliated or associated corporation (or a
partnership or sole proprietorship) or other Related Company which is authorized
by the Board to participate herein may elect to participate herein by action of
its own Board of Directors (or other


                                      -43-
<PAGE>


managing body). Each Employee of an Employer which commences to participate in
this Plan after the Effective Date shall become a Member on the subsequent Entry
Date coinciding with or next following such association or later completion of
the eligibility requirements of Section 2.01. His period of Vesting Service
shall be based upon his employment from the date of membership only, unless
otherwise specifically provided in the authorizing resolution adopted by the
Board.

               The Company at any time in its discretion may determine that an
Employer shall no longer participate in this Plan and may direct that such
Employer withdraw from this Plan. Any Employer may similarly elect to terminate
its participation in this Plan at any time.

12.06          Joint Employment:

               Any Employee employed by more than one Employer shall be
considered to be an Employee of each such Employer for purposes of membership in
this Plan and for benefits under this Plan.

12.07          Receipt and Release:

               Any final payment or distribution to any Member, Retired Member
or his Beneficiary or his legal representative or other person to whom payment
is made in accordance with this Plan shall be in full satisfaction of all claims
against the Trust Fund, the Trustee, the Committee and any Employer. The
Trustee, any Employer, the Committee or any of them may require a Member,
Retired Member or his Beneficiary or his legal representative to execute a
receipt and release of all claims under this Plan upon a final payment or
distribution or a receipt to the extent of any partial payment or distribution.
The form of any such receipt and release shall be determined by the Trustee, the
Company, the Committee or any of them that are concerned with the payment or
distribution to which the receipt and release is applicable.






                                      -44-
<PAGE>


               SECTION 13    NON-ALIENATION OF BENEFITS

13.01          Provisions with Respect to Assignment and Levy:

               No benefit under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy
or charge, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, levy upon or charge the same shall be void; nor shall any such
benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such benefit.
Notwithstanding the foregoing, the Plan shall pay benefits pursuant to a
qualified domestic relations order, as defined in Section 414(p) of the Code.

13.02          Alternate Application:

               If any Member or Beneficiary under this Plan becomes bankrupt or
attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any benefit under this Plan, except as specifically provided herein, or
if any benefit shall be levied upon, garnisheed or attached, then such benefit
shall, in the discretion of the Committee, cease and terminate, and in that
event the Committee may hold or apply the same or any part thereof to or for the
benefit of such Member or Beneficiary, his spouse, children or other dependents
or any of them in such manner and in such proportion as the Committee may deem
proper.


               SECTION 14    AMENDMENTS

14.01          Company's Rights:

               The Company reserves the right, acting by written resolution of
the Board or its delegates, at any time, and from time to time, to amend, in
whole or in part, any and all of the provisions of the Plan. The Administrative
Managers and Financial Managers may also adopt certain Plan amendments in
accordance with Subsections 10.02(b) and 10.03(e). Notwithstanding the above, no
part of the assets of the Plan shall, by reason of any amendment, be used for or
diverted to purposes other than for the exclusive benefit of the Members and
their Beneficiaries under the Plan and to pay Plan expenses. In addition,
subject to Sections 5.05 and 5.06, (a) no amendment shall eliminate or reduce
benefits that have already accrued and that are protected under section
411(d)(6) of the Internal Revenue Code, and (b) if the vesting schedule of the
Plan is amended, in the case of an Employee who is a Member as of the later of
the date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
benefit will not be less than the percentage computed under the Plan without
regard to such amendment. Any amendments to the Plan,


                                      -45-
<PAGE>


whether made by the Company, the Administrative Managers, the Financial Mangers,
or persons to whom they have delegated authority, shall be made by such persons
in their capacities as agents of the Company and not in their capacities as
fiduciaries of the Plan.


               SECTION 15    CONSTRUCTION

15.01          The provision of this Plan shall be construed, regulated and
administered according to the laws of the State of New York and any other
Applicable Law.

               Wherever applicable, the masculine pronoun as used herein shall
be deemed to include the feminine pronoun, and the singular shall be deemed to
include the plural.



               SECTION 16   TRUST AGREEMENT AND EXHIBITS

16.01          The Trust Agreement, and Exhibits attached hereto are hereby
made a part of this Plan.




                                      -46-
<PAGE>


               SECTION 17    ELIGIBLE ROLLOVER DISTRIBUTIONS

17.01          This Article applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Article, a distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

17.02          Definitions:

               (a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the Code; and the portion of
any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities).

               (b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

               (c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.

               (d) Direct Rollover: A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.


                                      -47-
<PAGE>


Executed this       day of                  ,      .
              -----        -----------------  -----


                                    INFINITY BROADCASTING CORPORATION



                                    BY
                                       -----------------------------------







                                      -48-
<PAGE>


                                    EXHIBIT A

                                    RESERVED







                                      -49-
<PAGE>


                                    EXHIBIT B

                                      LOANS

1.       Subject to the conditions and limitations of this Section, a Member
who has less than two loans outstanding from the Plan, by a request in writing
filed with the Committee at least 30 days in advance, may request a loan from
his Accounts A and C and Rollover Account, and the vested portion of his Account
B (after all adjustments, credits and charges required as of the date have been
made) , subject to the limitation of Section (5) below.

The Committee shall grant loans on a uniform and non-discriminatory basis.

The Committee shall determine whether the facts presented to it justify granting
an individual Member a loan and the portion of his Account to be loaned. The
Committee may require the Member to submit to it any facts it deems necessary to
substantiate a Member's request. All decisions of the Committee shall be final.
If approved by the Committee, the portion of the Account loaned shall be paid to
the Member as soon as is practicable thereafter.

In no event may more than one loan be made to a Member during any Plan Year, nor
shall any Member have more than two outstanding loans at any time. The loan
shall be deemed to be an investment of the Account of the Member to whom the
loan is made.

2.       Each loan shall bear interest at a rate equal to the Prime Rate set by
the Chase Manhattan Bank, N.A. as of the first day of the Plan Year in which the
loan is made. The interest rate charged shall not violate any applicable usury
laws.

3.       The terms of the loan shall be arrived at by mutual agreement between
the Committee and the Member, but in no event shall such loan be outstanding for
a period that exceeds five (5) years, unless their loan is used to acquire any
dwelling unit which, within a reasonable time, is to be used (determined at the
time the loan is made) as a principal residence of the Member, in which event
the loan may be over a period not to exceed 10 years. Every loan applicant shall
receive a clear statement of the charges involved in each loan transaction. This
statement shall include the dollar amount and annual interest rate of the
finance charge. The loan agreement shall provide that the Member (and the
Member's spouse, if any) agree that distribution of the Member's Account shall
be made in a lump sum at the time of retirement, death or termination of
employment if any balance of the loan remains unpaid at the date of
distribution, and such distribution shall be reduced by the unpaid balance of
the loan.


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<PAGE>


Exhibit B
Page 2


4.       Any such loan or loans shall be repaid by the Member in level
installments at least quarterly through payroll deductions, and shall be
adequately secured either by the Account of the Member or some other security
deemed by the Committee to be adequate. Prepayment of the entire outstanding
balance will be permitted at any time; otherwise no pre-payment will be
permitted.

5.       Loans made pursuant to this Exhibit B shall be limited to the amount
under (i) or (ii) below, whichever is smaller: (i) $50,000 reduced by the
highest outstanding balance of loans from the Plan during the one-year period
ending vested day before the date such loan is made, or (ii) 50% of the vested
Account balance of the Member's Accounts under this Plan. The $50,000 maximum in
(i) above applies to the total loans outstanding from this Plan and any and all
other plans maintained by the Employer. No loan of less than $1,000 will be
permitted.

6.       For each loan that is initiated by a Participant, there will be a
one-time loan initiation fee charged to the Participant.





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<PAGE>


                                CONSENT OF UNION


The undersigned, being duly authorized representatives of United Electrical,

Radio and Machine Workers of America and its Local 262, have read the attached

document, "Infinity Broadcasting Corporation Union Employees' 401(k) Plan", and,

on behalf of the Union, consent to the provisions thereof.


                    ,                      For the Union:
--------------------  -------

                                           ---------------------------------

                                           ---------------------------------

                                           ---------------------------------

                                           ---------------------------------








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