EXHIBIT 4.5

                          CHICAGO TRIBUNE TAX DEFERRED
                          ----------------------------

                         INVESTMENT PLAN FOR MACHINISTS
                         ------------------------------


                                TABLE OF CONTENTS

                                                                            Page

BACKGROUND.....................................................................1

SECTION 1......................................................................1
   Definitions and Construction................................................1
             1.1    Definitions................................................1
             1.2    Construction...............................................9

SECTION 2......................................................................9
   Participation...............................................................9
             2.1    Conditions of Eligibility..................................9
             2.2    Reemployment...............................................9
             2.3    Loss of Eligibility with Continued Employment.............10

SECTION 3.....................................................................11
   Contributions..............................................................11
             3.1    Employer Contributions....................................11
             3.2    Salary Reduction Amounts..................................11
             3.3    Limitations Applicable to Highly Compensated Employees....12
             3.4    Limitations on Employer Contributions.....................15
             3.5    Form of Employer Contributions............................15
             3.6    Nonreversion..............................................15

SECTION 4.....................................................................16
   Loans and Withdrawals......................................................16
             4.1    Loans.....................................................16
             4.2    Amount of Loans...........................................16
             4.3    Terms of Loans............................................17
             4.4    Accounting for Loans......................................18
             4.5    Hardship Withdrawals......................................18
             4.6    Withdrawals Due to Disability or After Age 59 1/2.........19

SECTION 5.....................................................................20
   Trust Fund.................................................................20
             5.1    Appointment of Trustee....................................20
             5.2    Investment Funds..........................................20

                                      -i-

<page>

             5.3    Investments in Collectibles...............................20
             5.4    Investment Elections......................................20


SECTION 6.....................................................................21
   Allocation of Employer Contributions and Adjustment of Participants'
     Accounts.................................................................21
             6.1    Participants' Accounts....................................21
             6.2    Allocation of Employer Contributions......................21
             6.3    Determination of Increase or Decrease in
                    Net Worth of Plan Assets..................................21
             6.4    Adjustment of Participants' Accounts......................22

SECTION 7.....................................................................23
   Benefits...................................................................23
             7.1    Termination of Employment.................................23
             7.2    Death.....................................................23
             7.3    Payment of Benefits.......................................24
             7.4    Amount Available for Distribution.........................24
             7.5    Commencement of Benefit Payments..........................25
             7.6    Claims Procedure..........................................26
             7.7    Facility of Payment.......................................27
             7.8    Direct Rollover of Eligible Rollover Distributions........27

SECTION 8.....................................................................29
   Administration.............................................................29
             8.1    Appointment of Committee..................................29
             8.2    Appointment of Investment Committee.......................29
             8.3    Quorum....................................................29
             8.4    Administrative Committee Powers and Duties................30
             8.5    Investment Committee Powers and Duties....................30
             8.6    Procedures................................................31

SECTION 9.....................................................................31
   Limitations and Liabilities................................................31
             9.1    Limitations on Additions to Participants' Accounts........31
             9.2    Nonguarantee of Employment................................33
             9.3    Nonalienation of Benefits.................................33
             9.4    Limitation of Liability...................................34
             9.5    Indemnification...........................................34

                                      -ii-

<page>

SECTION 10....................................................................34
   Amendment and Termination..................................................34
             10.1   Amendments................................................34
             10.2   Termination; Discontinuance of Contributions..............35
             10.3   Merger, Consolidation, or Transfer of Assets..............36

SECTION 11....................................................................36
   Miscellaneous Provisions...................................................36
             11.1   ERISA.....................................................36
             11.2   Delegation of Authority by the Employer...................37
             11.3   Applicable Law............................................37
             11.4   Legal Actions.............................................37

                                     -iii-


<PAGE>




                          CHICAGO TRIBUNE TAX DEFERRED
                          ----------------------------
                         INVESTMENT PLAN FOR MACHINISTS
                         ------------------------------



                                   BACKGROUND

                  Effective as of January 1, 1986, and pursuant to an agreement
between Chicago Tribune Company and the International Association of Machinists,
Local 126, Chicago Tribune Company has established the following plan.



                                    SECTION 1

                          Definitions and Construction


1.1      Definitions

                  Where the following words and phrases appear in this Plan they
shall have the respective meanings set forth below, unless their context clearly
indicates to the contrary:

                  (a)      Beneficiary:  The person or persons (including a
                           -----------
                           trustee or trustees) designated by a Participant in
                           the last written instrument filed with the Committee
                           prior to the Participant's death to receive any death
                           benefit which shall be payable under the Plan;
                           provided, that in the case of a Participant who is
                           --------
                           legally married on the date of his death, the
                           Participant's Beneficiary shall be his spouse unless
                           such spouse consents in writing to a different
                           Beneficiary designation.  Such consent shall be valid
                           only if it acknowledges the effect of such
                           designation and is witnessed by a representative of
                           the Plan or by a notary public.

                  (b)      Break in Service: An Employee shall incur a one year
                           ----------------
                           Break in Service if he completes fewer than 501 Hours
                           of Service during a Computation Period.

                  (c)      Committee:  The person or persons appointed by the
                           ---------
                           Employer to administer the Plan.

                  (d)      Compensation:  The earnings payable to a Participant
                           ------------
                           by the Employer for personal services, excluding
                           overtime, incentive pay, and special allowances (such
                           as amounts paid


<page>

                           to a Participant during an authorized leave of
                           absence and similar items).  Compensation shall be
                           determined prior to any reduction for contributions
                           made on behalf of a Participant pursuant to an
                           election described in Section 3.2 or to any plan
                           which is qualified under Section 125 of the Internal
                           Revenue Code.  Subject to the above limitations, a
                           Covered Employee's Compensation taken into account
                           for any Plan Year shall be limited to $200,000
                           ($150,000 for Plan Years beginning on or after
                           January 1, 1994) or such other amount as may be
                           determined by the Commissioner of Internal Revenue
                           for that year under Section 401(a)(17) of the
                           Internal Revenue Code.  In determining a
                           Participant's Compensation for purposes of the
                           immediately preceding sentence, the family
                           aggregation rules of Section 414(q)(6) of the
                           Internal Revenue Code will apply, except that in
                           applying such rules, the term "family" will include
                           only the spouse of the Participant and any lineal
                           descendants of the Participant who have not attained
                           age 19 years before the close of the Plan Year.

                  (e)      Computation Period: For purposes of determining an
                           ------------------
                           Employee's eligibility to participate in the Plan,
                           his Computation Period shall be the 12 consecutive
                           month period commencing on the date on which he is
                           first employed by an Employer or any Related Company,
                           and any 12 consecutive month period commencing on any
                           anniversary of such date.

                  (f)      Covered Employee:  An Eligible Employee who has
                           ----------------
                           satisfied the requirements for participation in the
                           Plan set forth in Section 2.

                  (g)      Current or Accumulated Earnings: The Employer's
                           -------------------------------
                           current earnings or accumulated earned surplus,
                           determined in accordance with generally accepted
                           accounting principles, or the Employer's current or
                           accumulated earnings and profits determined in
                           accordance with federal income tax principles,
                           whichever is greater.

                  (h)      Disabled: A Participant's total and permanent
                           --------
                           inability to engage in any substantial gainful
                           activity by reason of any physical or mental
                           condition which entitles the Participant to

                                      -2-


<page>
                           Disability Insurance Benefits under the Social
                           Security Act. A Participant's total and permanent
                           disability or mental or physical condition shall be
                           determined by the Committee on the basis of competent
                           medical evidence.

                  (i)      Effective Date:  January 1, 1986.
                           --------------

                  (j)      Eligible Employee: An Employee who is not a Leased
                           -----------------
                           Employee, who is employed by the Employer as a
                           machinist, and who is a member of a unit of Employees
                           that is covered by a collective bargaining agreement
                           between the Employer and the International
                           Association of Machinists, Local 126.

                  (k)      Employee:  Any common law employee of the Employer
                           --------
                           or of any Related Company, and any Leased Employee.

                  (l)      Employer:  Chicago Tribune Company, an Illinois
                           --------
                           corporation.

                  (m)      Employer Contribution Account:  The account
                           -----------------------------
                           maintained for a Participant to record his share of
                           Employer contributions and adjustment relating
                           thereto.

                  (n)      ERISA: The Employee Retirement Income Security Act of
                           -----
                           1974, as from time to time amended, and as construed
                           and interpreted by valid regulations or rulings
                           issued thereunder.

                  (o)      Hours of Service:  An Hour of Service shall include:
                           ----------------

                           (i)      each hour for which an Employee is directly
                                    or indirectly paid or entitled to payment by
                                    the Employer or a Related Company for the
                                    performance of duties during a Computation
                                    Period. These hours shall be credited to the
                                    Employee for the Computation Period in which
                                    such duties are performed;

                           (ii)     each hour for which an Employee is directly
                                    or indirectly paid or entitled to payment by
                                    the Employer or a Related Company on account
                                    of a period of time during which no duties
                                    are performed due to vacation, holiday,


                                      -3-

<page>

                                    illness, incapacity (including, but not
                                    limited to, disability and pregnancy),
                                    layoff, jury duty, military duty, or leave
                                    of absence; provided, that no more than 501
                                                --------
                                    Hours of Service shall be credited on
                                    account of any single continuous period
                                    during which no duties are performed and,
                                    provided further, that no Hours of Service
                                    ----------------
                                    shall be credited for any payment or
                                    entitlement thereto which is made or due
                                    under a plan maintained solely to comply
                                    with applicable unemployment compensation,
                                    workers' compensation, or disability
                                    insurance laws, or which solely reimburses
                                    an Employee for medical or medically related
                                    expenses incurred by the Employee.  These
                                    hours shall be credited to the appropriate
                                    Computation Period or Periods as determined
                                    under Labor Regulation
                                    Section 2530.200b-2(c)-(2) and shall be
                                    computed according to Labor Regulation
                                    Section 2530.200b-2(b)

                           (iii)    each hour, other than an hour credited under
                                    subparagraphs (i) or (ii) above, which would
                                    have been credited to an Employee, but for
                                    the fact that the Employee was absent from
                                    work:  (A) by reason of the pregnancy of
                                    such Employee; (B) by reason of the birth
                                    of a child of such Employee; (C) by reason
                                    of the placement of a child with such
                                    Employee in connection with the adoption of
                                    such child by the Employee; or (D) for the
                                    purpose of caring for such child for a
                                    period immediately following such birth or
                                    placement.  Such hours shall be credited
                                    solely for the purpose of determining
                                    whether an Employee has incurred a Break in
                                    Service, and not more than 501 Hours of
                                    Service shall be credited by reason of any
                                    single pregnancy or placement.  These hours
                                    shall be treated as Hours of Service in the
                                    Computation Period in which



                                      -4-

<page>


                                    the absence from work begins if the Employee
                                    would otherwise have incurred a Break in
                                    Service in such Computation period solely
                                    because of such absence; otherwise, in the
                                    immediately following Computation Period
                                    notwithstanding the foregoing, no Hours of
                                    Service shall be credited under this
                                    subparagraph unless:  (1) the period of
                                    absence began for one of the reasons
                                    specified above; and (2) the Employee
                                    provides to the Committee such timely
                                    information as the Committee may reasonably
                                    require to establish that the absence was
                                    for one of such reasons and the number of
                                    days for which there was such an absence;

                           (iv)     each hour, other than an hour credited under
                                    subparagraphs (i) through (iii) above (and
                                    not in excess of 40 hours per week) during
                                    which an Employee's employment with the
                                    Employer or a Related Company is interrupted
                                    by a period of active service in the armed
                                    forces of the United States which is covered
                                    by the Vietnam Era Veterans' Readjustment
                                    Assistance Act of 1974, provided such
                                    Employee returns to active employment with
                                    the Employer prior to the expiration of
                                    the period during which his reemployment
                                    rights are guaranteed under such Act; and

                           (v)      each hour for which back pay, irrespective
                                    of mitigation of damages, has been either
                                    awarded or agreed to by the Employer or a
                                    Related Company, other than an hour credited
                                    to an Employee under subparagraphs
                                    (i) through (iv) above.  These hours shall
                                    be credited to the Employee for the
                                    Computation Period to which the award or
                                    agreement pertains rather than to the
                                    Computation Period


                                      -5-


<page>
                                    in which the award, agreement, or payment
                                    was made.

                           (vi)     each hour, other than an hour credited under
                                    subparagraphs (i) through (v) above, which
                                    would have been credited to an Employee, but
                                    for the fact that the Employee was absent
                                    from work due to an approved leave of
                                    absence granted pursuant to the Family and
                                    Medical Leave Act of 1993 (an "FMLA
                                    absence").  Such hours shall be credited
                                    solely for the purpose of determining
                                    whether an Employee has incurred a Break in
                                    Service and not more than 501 Hours of
                                    Service per Computation Period shall be
                                    credited by reason of an FMLA absence.

                  (p)      Internal Revenue Code:  The Internal Revenue Code of
                           ---------------------
                           1986, as from time to time amended, and as construed
                           or interpreted by valid regulations or rulings issued
                           thereunder.

                  (q)      Leased Employee:  Any person who is not otherwise an
                           ---------------
                           Employee and who, pursuant to an agreement between
                           the recipient Employer and any other person (the
                           "leasing organization"), has performed services for
                           an Employer, or for an Employer and related persons
                           (determined in accordance with Section 414(n)(6) of
                           the Internal Revenue Code), on a substantially
                           full time basis for a period of at least one year,
                           and such services are of a type historically
                           performed by employees in the business field of the
                           recipient; provided, that a person shall not be
                                      --------
                           treated as a Leased Employee for any Plan Year if:
                           (i) during such Plan Year, such person is covered by
                           a money purchase pension plan maintained by the
                           leasing organization which provides for immediate
                           participation, full and immediate vesting and a
                           nonintegrated employer contribution rate of at least
                           10% of such Employee's Total Compensation, and
                           (ii) Leased Employees (determined without regard to
                           this proviso) do not constitute more than 20 percent
                           of the Employer's nonhighly compensated work force
                           (as defined in Section 414(n) of the Internal Revenue
                           Code).

                                      -6-

<page>

                  (r)      Normal Retirement Date:  A Participant's 65th
                           ----------------------
                           birthday.

                  (s)      Participant:  A Covered Employee with respect to whom
                           -----------
                           an Employer contribution has been made to the Plan.

                  (t)      Plan:  The Chicago Tribune Tax Deferred Investment
                           ----
                           Plan for Machinists, as set forth herein, and as
                           amended from time to time.

                  (u)      Plan Year:  A calendar year.
                           ---------

                  (v)      Related Company:  Any corporation or business
                           ---------------
                           organization which is a member of a controlled group
                           of corporations which includes the Employer
                           (as determined under Section 414(b) of the Internal
                           Revenue Code), any corporation or business
                           organization which is under common control with
                           the Employer (as determined under Section 414(c) of
                           the Internal Revenue Code), and any corporation or
                           business organization which is a member of an
                           "affiliated service group" (as determined under
                           Section 414(m) of the Internal Revenue Code) that
                           includes the Employer.  For the purpose of applying
                           the limitations set forth in Section 9.1,
                           Sections 414(b) and 414(c) of the Internal Revenue
                           Code shall be applied as modified by Section 415(h)
                           thereof.

                  (w)      Service: An Employee shall be credited with one year
                           -------
                           of Service for each Computation Period during which
                           he completes 1000 or more Hours of Service.

                  (x)      Total Compensation:  The earned income, wages,
                           ------------------
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal
                           services actually rendered in the course of his
                           employment with an Employer or a Related Company
                           (including, but not limited to, commissions paid to
                           salesmen, compensation for services based on a
                           percentage of profits, commissions on insurance
                           premiums, tips, and bonuses), provided that a
                           Participant's Total Compensation taken into account
                           for any Plan Year shall be limited to $200,000 or
                           such other amount as may be determined by the
                           Commissioner of Internal Revenue for that year under
                           Section 401(a)(17) of the Internal Revenue


                                      -7-

<page>

                           Code. Notwithstanding the previous sentence, a
                           Participant's Total Compensation shall not include
                           the following:

                           (i)      employer contributions to a plan of deferred
                                    compensation which are not includible in the
                                    Participant's gross income for the taxable
                                    year in which contributed, employer
                                    contributions to a simplified employee
                                    pension plan to the extent such
                                    contributions are deductible by the
                                    Participant, or any distributions from a
                                    deferred compensation plan;

                           (ii)     amounts realized from the exercise of a
                                    nonqualified stock option or when restricted
                                    stock or property held by the Participant
                                    becomes freely transferable or is no longer
                                    subject to a substantial risk of forfeiture;

                           (iii)    amounts realized from the sale, exchange, or
                                    other disposition of stock acquired under a
                                    qualified stock option; or

                           (iv)     any other amounts which received special tax
                                    benefits, or contributions made by the
                                    Participant (whether or not pursuant to a
                                    salary reduction agreement) towards the
                                    purchase of an annuity described in Section
                                    403(b) of the Internal Revenue Code (whether
                                    or not such amounts are actually excludible
                                    from the Participant's gross income).

                  (y)      Trustee:  The individuals or qualified corporation
                           -------
                           appointed to administer the Trust Fund.

                  (z)      Trust Fund:  The fund or funds established to receive
                           ----------
                           and invest contributions made under the Plan and from
                           which benefits are paid.

                  (aa)     Valuation Date:  The last day of each calendar
                           --------------
                           quarter.

                                      -8-

<page>


                  (bb)     Valuation Period:  The period commencing on the day
                           ----------------
                           after a Valuation Date and ending on the next
                           succeeding Valuation Date.


1.2      Construction

                  Wherever any words are used herein in the masculine gender
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein in
the singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply. Headings of sections and
subsections of this Plan are inserted for convenience of reference and are not
part of this Plan and are not to be considered in the construction hereof. The
words "hereof," "herein," "hereunder," and other similar compounds of the word
"here" shall mean and refer to the entire Plan, and not to any particular
provision or section.


                                    SECTION 2

                                  Participation


2.1      Conditions of Eligibility

                  Each Eligible Employee shall become a Covered Employee on the
January 1st or July 1st coinciding with or next following the latest of: (a) the
date on which he becomes an Eligible Employee; (b) the date on which he
completes one year of Service; and (c) the date on which he attains age 21.


2.2      Reemployment

                  (a)      If a Covered Employee incurs a Break in Service and
                           is thereafter reemployed by the Employer as an
                           Eligible Employee, he shall become a Covered Employee
                           as of the date of his reemployment and shall be
                           eligible to participate in the Employer's
                           contributions to the Plan from the first day of the
                           calendar quarter next following the date on which he
                           again becomes a Covered Employee.

                  (b)      If an Employee who was not a Covered Employee incurs
                           a break in Service and is thereafter reemployed, he
                           shall become a Covered Employee from the later of the
                           date on


                                      -9-

<page>

                           which he is reemployed or the date on which he meets
                           the requirements set forth in Section 2.1.
                           The years of Service credited to a reemployed
                           Employee shall include the years of Service credited
                           to him prior to his Break in Service unless:

                           (i)      he does not complete at least 1000 Hours of
                                    Service during the 12 consecutive month
                                    period commencing on his reemployment date;
                                    or

                           (ii)     in the case of an Employee who had no vested
                                    interest in the Plan prior to his Break in
                                    Service, such Employee incurred at least
                                    five consecutive one-year Breaks in Service
                                    and the number of such Employee's
                                    consecutive one-year Breaks in Service
                                    equals or exceeds the number of years of
                                    Service credited to him prior to his Break
                                    in Service, without regard to any years of
                                    Service forfeited as a result of a prior
                                    Break in Service.

                  (c)      The Employer shall notify the Committee of the
                           reemployment of any former Participant within ten
                           days following the date thereof. Upon receipt of such
                           notice of reemployment, the Committee shall notify
                           the Trustee to suspend distributions to such
                           Participant until further notice, and any remaining
                           balances held with respect to such reemployed
                           Participant shall continue to share in the earnings
                           and losses of the Trust Fund until they again become
                           distributable pursuant to the provisions of the Plan.


2.3      Loss of Eligibility with Continued Employment

                  The account balances of a Participant who ceases to be an
Eligible Employee, but who continues in the active employ of the Employer or a
Related Company, shall be held in trust until they become distributable on
account of such former Participant's ceasing to be employed by the Employer or
Related Company. If such Participant shall again become an Eligible Employee, he
shall become a Covered Employee on the date on which he regains his eligibility,
and shall be eligible to


                                      -10-

<page>
participate in the Employer's contributions to the Plan from the first day of
the calendar quarter next following the date on which he again becomes a
Covered Employee.


                                    SECTION 3

                                  Contributions


3.1      Employer Contributions

                  Subject to the limitations set forth in this Section 3 and in
Section 9.1, the Employer shall contribute to the Plan on behalf of each Covered
Employee an amount equal to the "Salary Reduction Amount" (as defined in Section
3.2) elected by the Covered Employee for each Plan Year. The Employer's
contributions shall be paid to the Trustee not later than the due date
(including extensions) for filing the Employer's federal income tax return for
its taxable year ending with or within the Plan Year with respect to which such
contribution is made. Employer contributions shall be credited to the
Participants' Employer Contribution Accounts.


3.2      Salary Reduction Amounts

                  Each Covered Employee may elect, on forms provided by and
flied with the Committee, to have an amount contributed to the Plan on his
behalf by the Employer which is not more than the maximum amount. For the Plan
Year beginning January 1, 1986, the "maximum amount" shall be 10% of the
Participant's Compensation for the Plan Year. Notwithstanding the foregoing, in
no event shall a Participant's "maximum amount" for any Plan Year exceed the
limitation described in Section 402(g) of the Internal Revenue Code. For each
Plan Year beginning on or after January 1, 1987, the "maximum amount" shall be
15% of the Participant's Compensation for the Plan Year. The amounts so elected
(the "Salary Reduction Amounts") shall be treated as Employer contributions made
to the Plan on behalf of such Covered Employee and shall be applied to reduce
such Covered Employee's Compensation (except for the purpose of determining the
Covered Employee's Salary Reduction Amount) for the Plan Year with respect to
which such contribution is made. An election made by a Covered Employee pursuant
to this Section 3.2 shall take effect on the January 1st or July 1st next
following the date on which it is received by the Committee, and may be revoked
or revised by the Covered Employee, in writing delivered to the Committee, as of
any subsequent January 1st or July 1st. In addition, a Participant may revoke
such an election as of the first day of any calendar quarter if: (1) in the
determination of the Committee, the continuation of such election would result
in financial hardship to the Participant; or (2) the Participant has obtained a
loan or a hardship withdrawal from the Plan pursuant to

                                      -11-

<page>

Section 4 hereof. Should the Committee at any time determine that the Salary
Reduction Amount elected by a Covered Employee exceeds the limitations found in
Section 3.3(c) hereof, any excess (and any earnings allocable thereto) shall be
distributed to him in cash as soon as practicable after such excess is
discovered, but in no event later than the March 15 following the close of the
Plan Year in which such excess Salary Reduction Amount was contributed.


3.3      Limitations Applicable to Highly Compensated Employees

                  (a)      If the contributions that would be made under Section
                           3.1 on behalf of "Highly Compensated Employees" would
                           exceed the deferral percentage limitation for any
                           Plan Year as described in paragraph (c) below, the
                           Salary Reduction Amounts elected by the Highly
                           Compensated Employees for such Plan Year shall be
                           reduced as provided in paragraph (c).

                  (b)      For the purposes of this Section 3.3:

                           (i)      the term "Highly Compensated Employee" means
                                    any Covered Employee who during the current
                                    or immediately preceding Plan Year:

                                    (A)     was a five percent or greater owner
                                            of the Employer or any Related
                                            Company;

                                    (B)     received Compensation of more than
                                            $75,000 (or such greater amount as
                                            may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Employer or
                                            any Related Company;

                                    (C)     received Compensation of more than
                                            $50,000 (or such greater amount as
                                            may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Employer or
                                            any

                                      -12-

<page>

                                            Related Company and was in the
                                            top-paid 20 percent of Employees; or

                                    (D)     was an officer of the Employer or
                                            any Related Company receiving
                                            Compensation in excess of 50 percent
                                            of the limitation in effect for that
                                            year under Internal Revenue Code
                                            415(b)(1)(A); provided that for
                                            purposes of this subparagraph
                                            (D), no more than 50 Employees (or
                                            if lesser, the greater of three
                                            Employees or ten percent of the
                                            Employees) shall be treated as
                                            officers.

                                    If a Covered Employee meets the
                                    qualifications set forth in subparagraph
                                    (A), (B), or (C) next above for the current
                                    Plan Year, but did not meet any of such
                                    qualifications for the preceding Plan Year,
                                    he shall not be deemed a Highly Compensated
                                    Employee under this subparagraph unless he
                                    is one of the 100 Employees paid the highest
                                    Compensation during the current Plan Year.

                           (ii)     The term "Average Deferral Percentage" of a
                                    group of Covered Employees for a Plan Year
                                    means the average of the deferral ratios
                                    (determined separately for each Covered
                                    Employee in such group) of (1) to (2), where
                                    (1) equals the Salary Reduction Amounts
                                    elected by and contributed on behalf of such
                                    Covered Employee for such Plan Year, and
                                    (2) equals the Covered Employee's
                                    Compensation for such Plan Year.

                  (c)      The Average Deferral Percentage of the Highly
                           Compensated Employees for any Plan Year may not
                           exceed the greater of:

                                      -13-

<page>

                           (i)      the Average Deferral Percentage of all other
                                    Covered Employees for such Plan Year
                                    multiplied by 1.25; or

                           (ii)     the Average Deferral Percentage of all other
                                    Covered Employees for such Plan Year
                                    multiplied by 2.0; provided that the Average
                                    Deferral Percentage of the Highly
                                    Compensated Employees for such Plan Year
                                    does not exceed that of all other Covered
                                    Employees for that Plan Year by more than
                                    two percentage points.

The Committee may, from time to time, monitor the Covered Employees' Salary
Reduction Amounts to determine whether the foregoing limitation will be
satisfied and, to the extent necessary to ensure compliance with such
limitation, may reduce, on a pro rata basis, the applicable percentage of future
Compensation to be withheld for the Highly Compensated Employees. If for a Plan
Year the Salary Reduction Amounts made on behalf of Highly Compensated Employees
exceed the foregoing limitation, the Committee shall refund the excess Salary
Reduction Amounts made on behalf of Highly Compensated Employees in the order of
their deferral ratios (as defined in Section 3.3(b)(ii)) beginning with the
highest ratio, to the extent necessary to meet the foregoing limitation. Any
such excess Salary Reduction Amount (and the earnings thereon) shall be refunded
in cash as soon as practicable after such excess is discovered, but in no event
later than the March 15 following the close of the Plan Year. The trust earnings
allocable to such excess Salary Reduction Amounts shall equal the sum of the
allocable gain or loss for the Plan Year and the allocable gain or loss for the
period between the end of the Plan Year and the date the excess Salary Reduction
Amounts are distributed. The earnings allocable to an excess Salary Reduction
Amount for the Plan Year shall be determined by multiplying the income for the
Plan Year allocable to the Employer Contribution Account of each Highly
Compensated Employee having an excess Salary Reduction Amount by a fraction. The
numerator of the fraction shall be the excess Salary Reduction Amount made by
the Highly Compensated Employee and the denominator shall be the Highly
Compensated Employee's Account balance as of the last day of the Plan Year,
reduced by the gain allocable to such amount for the Plan Year and increased by
any loss allocable to such Account for the Plan Year. The earnings allocable to
the excess Salary Reduction Amount for the period between the end of the Plan
Year and the date on which such excess Salary Reduction Amount is distributed
shall be determined under the same fractional method described above or under
the 10 percent safe harbor method described in Treasury Regulations Section
1.401(k)-1. If a Highly Compensated Employee who must receive a refund of an
excess

                                      -14-


<page>

Salary Reduction Amount also contributed for the same plan year a Salary
Reduction Amount in excess of the limitation described in Section 402(g) of the
Internal Revenue Code, the distributions of such excess amounts shall be
coordinated in accordance with Treasury Regulations Section 1.401(k)-1(f)(5)(i).


3.4      Limitations on Employer Contributions

                  Notwithstanding anything herein to the contrary, the Employer
shall not make contributions to the Plan with respect to any Plan Year to the
extent that:

                  (a)      such contributions would exceed the Employer's
                           Current or Accumulated Earnings, determined as of the
                           last day of such Plan Year; or

                  (b)      such contributions would exceed the maximum deduction
                           allowable for such contributions under Section 404 of
                           the Internal Revenue Code for the taxable year ending
                           with or within such Plan Year.

If the Employer's contributions that would be made under Section 3.1 would
exceed the foregoing limitations for any Plan Year, the Salary Reduction Amount
elected by each Participant shall be reduced prorata. To the extent that
Employer contributions have actually been made to the Plan in an amount that
exceeds such limitations, such excess Contributions (increased by any earnings
and reduced by any losses attributable thereto) shall be treated as having been
made by the Participants on behalf of whom they were contributed, and shall be
refunded to such Participants within 30 days after the end of the Plan Year with
respect to which they were made.


3.5      Form of Employer Contributions

                  The Employer's contributions shall be made in cash.


3.6      Nonreversion

                  In no event shall the principal or income of the Trust Fund be
paid to or revert to the Employer, or be used for any purpose other than for the
exclusive benefit of the Participants and their Beneficiaries or for defraying
the reasonable costs of administering the Plan; provided, that if the Employer's
contribution is made under a mistake of fact, it may be returned to the Employer
within one year of payment; if the Employer's contribution is conditioned upon
the initial qualification of the Plan, or of any amendment thereto, under
Section 401 of the Internal Revenue Code and the Plan or

                                      -15-

<page>

such amendment is not so qualified, such contribution may be returned to the
Employer within one year after the date on which such qualification is denied;
or if the Employer's contribution is conditioned upon its deductibility under
Section 404 of the Internal Revenue Code and such deduction is disallowed, such
contribution (to the extent disallowed) may be returned to the Employer within
one year after the date of such disallowance. To the extent that any amount so
returned consists of a Salary Reduction Amount elected by a Participant, it
shall then be paid to such Participant by the Employer.



                                    SECTION 4

                              Loans and Withdrawals


4.1      Loans

                  Upon the written application of a Participant, the Committee
may, in its discretion, direct the Trustee to lend trust funds to such
Participant. Loans to Participants shall be available to all Participants on a
reasonably equivalent basis, shall not be available to Participants who are
officers, shareholders, or highly compensated in amounts that are
proportionately greater than the amounts made available to other Participants,
shall be adequately secured, and shall bear a reasonable rate of interest. Not
more than one loan shall be outstanding to any Participant at any time, and a
new loan shall not be extended to any Participant until at least one calendar
quarter has elapsed since the date on which the previous loan was repaid.


4.2      Amount of Loans

                  The principal amount of any loan made to a Participant, when
added to the outstanding balance (including accrued but unpaid interest) of any
prior loans made to the Participant from all qualified plans maintained by the
Employer or any Related Company, shall not exceed the lesser of:

                  (i)      $50,000, reduced by the excess (if any) of:

                           (A)      the highest outstanding balance during the
                                    one-year period ending immediately preceding
                                    the date of the loan, over

                           (B)      the outstanding balance on the date of the
                                    loan, of all such loans from all such plans;
                                    or

                                      -16-

<PAGE>

                  (ii)     50 percent of the Participant's nonforfeitable
                           interest in his Employer Contribution Account as of
                           the date of the loan.


4.3      Terms of Loans

                  Any loan extended pursuant to the provisions of this Section 4
shall be subject to the following terms and conditions:

                  (a)      Each loan shall be secured by a pledge to the Trustee
                           of a portion of the Participant's Employer
                           Contribution Account balance under the Plan. As of
                           any loan date, no more than 50 percent of the portion
                           of the Participant's Employer Contribution Account
                           balance may be pledged as security for that loan and
                           any prior loan made by the Participant that remains
                           outstanding under the Plan on the date of the loan.

                  (b)      The loan shall be subject to repayment, by payroll
                           deduction, in substantially equal, self-amortizing
                           installments over a period of not more than five
                           years; provided, that the Committee may permit such
                           repayment over a period of more than five years if
                           such loan is used to acquire, construct, or
                           substantially rehabilitate any dwelling unit which,
                           within a reasonable time after the date on which the
                           loan is made, is to be used as the principal
                           residence of the Participant.

                  (c)      The loan, together with all accrued and unpaid
                           interest thereon, may be prepaid at any time, without
                           penalty.

                  (d)      In the event of default, foreclosure on the note and
                           attachment of security will not occur until the
                           Participant becomes entitled to a distribution
                           pursuant to Section 7.

                  (e)      No distributions or withdrawals shall be paid to a
                           Participant until the principal and interest on any
                           outstanding loan to such Participant has been repaid,
                           unless: (i) the amount of such distribution or
                           withdrawal will be applied to the repayment of the
                           full amount of such loan; or (ii) the amount of such
                           loan would not exceed the limitations of Section 4.2
                           after the distribution or withdrawal has been made.

                                     -17-

<PAGE>



                  (f)      Each loan shall be evidenced by a note in a form
                           furnished by the Committee and shall bear interest at
                           the rate that is in effect on the date of the loan.
                           The interest rate for loans shall be determined by
                           the Committee no less frequently than quarterly based
                           on appropriate factors in accordance with Department
                           of Labor regulations.

The Committee may subject a loan to such additional terms and conditions not
inconsistent with the foregoing as it may deem necessary or desirable; provided,
that such terms and conditions shall be uniformly applied to all similarly
situated Participants.


4.4      Accounting for Loans

                  Loans to a Participant shall be accounted for as directed
investments of the Participant's Employer Contribution Account. The amount of
such loans shall not be considered as a part of the Participant's Employer
Contribution Account balance for the purpose of allocating earnings or losses of
the Trust Fund, and all payments of principal and interest shall be credited to
the accounts from which such loans are made.


4.5      Hardship Withdrawals

                  (a)      Subject to the approval of the Committee, a
                           Participant may request a withdrawal of any part or
                           all of the balance of his Employer Contribution
                           Account in the event of financial hardship; provided,
                           that the amount of any such withdrawal from his
                           Employer Contribution Account may not exceed the sum
                           of the previously contributed Salary Reduction
                           Amounts then credited to such Account, plus the
                           earnings thereon that were credited to such Account
                           prior to 1989.  A withdrawal requested under this
                           Section 4.5 shall be permitted by the Committee only
                           if, in the determination of the Committee, such
                           withdrawal is necessary in light of immediate and
                           heavy financial needs of the Participant occasioned
                           by:

                           (i)      medical expenses incurred by such
                                    Participant or his immediate family which
                                    are not covered by insurance; or


                                      -18-

<PAGE>

                           (ii)     the construction or purchase of a primary
                                    residence in which the Participant will
                                    live.

                           A withdrawal shall not be permitted by the Committee
                           pursuant to this Section 4.5 to the extent that the
                           amount requested exceeds the amount determined by the
                           Committee as being required to meet the Participant's
                           immediate financial need created by the hardship, or
                           to the extent that the Committee determines that such
                           amounts are reasonably available from the
                           Participant's other resources.

                  (b)      A request for a withdrawal under this Section 4.5
                           shall be submitted in writing signed by the
                           Participant or his legal representative, shall
                           describe fully the circumstances which are deemed to
                           justify the payment and the amounts necessary to
                           alleviate the hardship, and shall be accompanied by
                           such other documentation as may be requested by the
                           Committee.  The Committee shall require as a
                           condition of any withdrawal under this Section 4.5
                           the Participant's written and signed representation
                           that the immediate and heavy financial need cannot
                           reasonably be relieved (without thereby increasing
                           the amount of the need) through reimbursement
                           or compensation by insurance or otherwise, by
                           liquidation of the Participant's assets, by cessation
                           of Salary Reduction Amounts under the Plan, or by
                           other distributions or nontaxable (when made) loans
                           from employee benefit plans maintained by the
                           Employer and Related Companies, or by borrowing from
                           commercial sources on reasonable commercial terms in
                           an amount sufficient to satisfy the need.  Any
                           decision made by the Committee pursuant to this
                           Section 4.5 shall be final, conclusive, and binding
                           upon the Participant, subject only to the claims
                           procedure set forth in Section 7.6.


4.6      Withdrawals Due to Disability or After Age 59 1/2

                  A Participant who is Disabled or who has attained age 59 1/2
may elect to receive a distribution of the entire amount credited to his
Employer Contribution Account as of the last day of the Plan Year in which such
election is made. Any such election shall be made in writing filed with the
Committee at least 30 days prior to the date as of which such distribution is to
be made, and shall become irrevocable on the


                                      -19-


<PAGE>

30th day immediately preceding the distribution date. A Participant who receives
a distribution pursuant to this Section 4.6 shall not thereafter be eligible to
participate in the Plan.


                                    SECTION 5

                                   Trust Fund


5.1      Appointment of Trustee

                  A Trustee (or trustees) shall be appointed by the Employer to
administer the Trust Fund. The Trustee shall serve at the pleasure of the
Employer, and shall have such rights, powers, and duties as shall be set forth
in the agreement or agreements pursuant to which the Trust Fund is maintained.


5.2      Investment Funds

                  The Investment Committee appointed pursuant to Section 8.2
shall direct the Trustee to divide the Trust Fund into two or more separate
"Investment Funds," which shall be invested in accordance with such investment
policies as may from time to time be adopted by the Investment Committee and
communicated to the Trustee. The Committee shall establish such rules and
procedures as it may deem necessary to allow Participants, former Participants,
and their Beneficiaries to direct the investment of their accounts in one or
more of such Investment Funds.


5.3      Investments in Collectibles

                  Notwithstanding any other provision of this Plan, or of any
agreement or agreements pursuant to which the Trust Fund is maintained, no
portion of the funds allocated to any Participant's account shall be invested in
"collectibles," as such term is defined in Section 408(m) of the Internal
Revenue Code.


5.4      Investment Elections

                  The Committee shall establish such rules and procedures as it
may deem necessary or desirable to allow Participants and their Beneficiaries to
direct the investment of their accounts among one or more Investment Funds. Each
investment direction shall be made in such manner and at such time as the
Committee shall determine, and shall be effective only in accordance with such
rules as shall be established from time to time by the Committee; the Committee
shall direct the Trustee

                                      -20-


<PAGE>

to make investments in accordance with such investment directions. The Trustee
shall be entitled to rely upon the validity and accuracy of all directions
received by it from the Committee.


                                    SECTION 6

                    Allocation of Employer Contributions and
                      Adjustment of Participants' Accounts


6.1      Participants' Accounts

                  The Committee shall establish and maintain a separate account
for each Participant, showing his portion of Employer contributions credited
under the Plan and earnings or losses attributable thereto.


6.2      Allocation of Employer Contributions

                  The Employer contributions (as determined under Section 3)
made on behalf of each Participant shall be credited to the Participant's
Employer Contribution Account as provided in Section 6.4.


6.3      Determination of Increase or Decrease in Net Worth of Plan Assets

                  As of each Valuation Date, the Trustee shall determine (as
provided in the agreement or agreements pursuant to which the Trust Fund is
maintained) the fair market value of the Trust Fund and of each Investment Fund,
and shall give written notice thereof to the Committee. After receiving such
notice from the Trustee, the Committee (or, if so provided in the agreement or
agreements pursuant to which the Trust Fund is maintained, the Trustee) shall
determine the increase or decrease in the net worth of each Investment Fund for
the Valuation Period by deducting from the fair market value thereof the sum of:

                  (a)      all contributions and transfers credited by the
                           Trustee to such Investment Fund during the Valuation
                           Period; and

                  (b)      the fair market value of such Investment Fund as of
                           the next preceding valuation, reduced by any
                           distributions, withdrawals, or transfers made from
                           such Investment Fund during the Valuation Period.

                                      -21-

<PAGE>

The increase or decrease in the net worth of each Investment Fund for the
Valuation Period shall then be credited or charged to the account balances
invested in such fund as provided in Section 6.4.


6.4      Adjustment of Participants' Accounts

                  The following adjustments shall be made to each Participant's
Employer Contribution Account as soon as practicable after each Valuation Date:

                  (a)      First:  Credit the account balance of each
                           -----
                           Participant invested in each Investment Fund with the
                           Employer contributions made on behalf of such
                           Participant and invested in such Investment Fund
                           during the Valuation Period;

                  (b)      Second: After making the adjustments described above,
                           allocate to the account of each Participant his share
                           of the increase or decrease in the net worth of each
                           Investment Fund in which his account is invested on
                           the basis of the ratio that his account balance
                           invested in such Investment Fund, as so adjusted,
                           bears to the value of all accounts invested in such
                           Investment Fund, as so adjusted;

                  (c)      Third: After making the adjustments described above,
                           reduce the account balance of each Participant
                           invested in each Investment Fund by the amount of any
                           withdrawals, distributions, or loans from such
                           Investment Fund requested during the Valuation Period
                           by or on behalf of the Participant;

                  (d)      Fourth: After making the adjustments described above,
                           credit the account balance of each Participant
                           invested in each Investment Fund with the amount of
                           any principal or interest payments made by the
                           Participant during the Valuation Period on loans
                           previously made to such Participant from such
                           Investment Fund; and

                  (e)      Fifth: After making the adjustments described above,
                           increase the account balance of each Participant
                           invested in each Investment Fund by the amounts
                           transferred by the Participant to such Investment
                           Fund from any other


                                      -22-

<PAGE>


                           Investment Fund during the Valuation Period, and
                           reduce the account balance of each Participant
                           invested in each Investment Fund by any amounts
                           transferred by the Participant from such Investment
                           Fund to another Investment Fund during the
                           Valuation Period.

The adjustments described above shall also be made to the accounts maintained
for former Participants and Beneficiaries. The accounts of Participants, former
Participants, and Beneficiaries, as adjusted in accordance with this section,
shall be determinative of the value of the interest of each Participant, former
Participant, and Beneficiary in the Trust Fund and in each Investment Fund until
a subsequent determination is made pursuant to this Section 6.4.


                                    SECTION 7

                                    Benefits


7.1      Termination of Employment

                  If a Participant's employment with the Employer and all
Related Companies terminates for any reason other than his death, including his
retirement on or after his early retirement date, the Participant shall be
entitled to receive the full amount available for distribution from his Employer
Contribution Account, including any Employer contributions due with respect to
such Participant but not yet credited to his account. A participant's "early
retirement date" means the date he attains age 55. Each Participant shall have a
nonforfeitable interest at all times in the amounts from time to time credited
to his Employer Contribution Account.


7.2      Death

                  (a)      If a Participant's employment is terminated because
                           of his death, the Participant's Beneficiary shall be
                           entitled to receive the full amount available for
                           distribution from the Participant's Employer
                           Contribution Account, including any Employer
                           contributions due with respect to such Participant
                           but not yet credited to his account. Payment of
                           benefits shall be made pursuant to Section 6.3 upon
                           receipt by the Committee of acceptable proof of
                           death.

                  (b)      Each Participant shall designate, upon forms provided
                           by and filed with the Committee, the Beneficiary of
                           any

                                      -23-

<PAGE>

                           benefits available hereunder upon his death.
                           Subject to the provisions of Section 1.1(a), a
                           Participant may change such designation of
                           Beneficiary from time to time by written notice to
                           the Committee, and any death benefits payable
                           hereunder and not effectively disposed of pursuant to
                           a valid Beneficiary designation shall be distributed
                           in the following priority:

                           (i)      to the Participant's spouse living at his
                                    death, if any, otherwise;

                           (ii)     to the Participant's children who are living
                                    at his death, if any, in equal shares,
                                    otherwise;

                           (iii)    to the Participant's father and mother, in
                                    equal shares, or all to the one of them who
                                    is living at his death, if either,
                                    otherwise;

                           (iv)     to the Participant's estate.


7.3      Payment of Benefits

                  When a Participant or a Beneficiary of a deceased Participant
becomes entitled to a distribution pursuant to Sections 7.1 or 7.2, the amount
available for distribution shall be distributed in a lump sum consisting of one
or more payments; provided, that all of such payments shall be made within one
taxable year of the recipient.


7.4      Amount Available for Distribution

                  The amount available for distribution to a Participant or his
Beneficiary shall be the balance credited to the Participant's Employer
Contribution Account as of the latest of:

                  (a)      in the case of a Participant whose Employer
                           Contribution Account Balance exceeds $3,500 as of the
                           Valuation Date coincident with or immediately
                           following his termination of employment, the
                           Valuation Date coinciding with or immediately
                           following the date on which the Participant reaches
                           age 65, or, if the Participant (or his Beneficiary)
                           consents in writing to an earlier distribution, the
                           Valuation


                                      -24-


<PAGE>

                           Date immediately following the date on
                           which such consent is received by the Committee;

                  (b)      in the case of a Participant whose Employer
                           Contribution Account Balance does not exceed
                           $3,500.00 as of the Valuation Date coincident with or
                           immediately following his termination of employment,
                           that Valuation Date, or, if the Participant (or his
                           Beneficiary) so elects, the last day of the Plan Year
                           in which his termination of employment occurs.


7.5      Commencement of Benefit Payments

                  (a)      Except to the extent provided below in this Section
                           7.5, when a Participant or his Beneficiary becomes
                           entitled to a distribution, the Committee shall
                           direct the Trustee to commence payment of amounts due
                           from the Participant's account no later than 60 days
                           following the last day of the Plan Year during which
                           the Participant's termination of employment occurred;
                           provided, that if the amount of such payment cannot
                           be determined by such date, or if the Participant or
                           his Beneficiary cannot be located, a payment
                           retroactive to such date may be made no later than
                           the 60th day following the earliest date on which the
                           amount of such payment can be determined or the
                           Participant or his Beneficiary can be located
                           (whichever is applicable).

                  (b)      Payments to Plan Participants shall be made or
                           commence no later than the April 1st following the
                           Plan Year in which the Participant attains age
                           70-1/2, except to the extent that Section 401(a)(9)
                           of the Internal Revenue Code and related transitional
                           rules permit the benefits of Participants who
                           attained age 70-1/2 prior to January 1, 1989 to
                           commence at a later date; provided, that a
                           Participant who is still an Employee as of the date
                           on which payment is to be made or commence pursuant
                           to this paragraph (b) shall receive a lump sum
                           payment of the then net credit balances in his
                           accounts under the Plan.  Notwithstanding any other
                           provision of the Plan to the contrary, all
                           distributions hereunder shall be made in accordance
                           with the minimum distribution requirements contained
                           in Section 1.401(a)(9)-1, and the minimum
                           distribution incidental benefit


                                      -25-

<PAGE>

                           requirements contained in Section 1.401(a)(9)-2 of
                           the proposed Treasury Regulations, or in the
                           corresponding Sections of any final Treasury
                           Regulations issued under Section 401(a)(9) of the
                           Internal Revenue Code.

                  (c)      If a former Participant or Beneficiary cannot be
                           located by the Committee within a reasonable time
                           after the expiration of the period described in
                           paragraph (a) above, the Committee may, in its
                           exclusive discretion, direct that the amounts then
                           credited to the Participant's accounts be treated as
                           a forfeiture and allocated to the Employer
                           Contribution Accounts of the remaining Participants
                           in the proportion that each Participant's Salary
                           Reduction Amount for the Plan Year bears to the total
                           Salary Reduction Amounts of Participants for the Plan
                           Year.  If the former Participant or his Beneficiary
                           subsequently makes a claim for such amounts, the
                           amount forfeited shall be restored to his accounts
                           and distributed in accordance with the provisions of
                           Section 7.3. any amounts so restored shall be derived
                           from the forfeitures arising during the Plan Year
                           in which such claim is allowed or, to the extent such
                           forfeitures are insufficient, from a contribution to
                           the Plan made by the Employer expressly for this
                           purpose.


7.6      Claims Procedure

                  (a)      If a claim for benefits made by a Participant or his
                           Beneficiary (the "Applicant") is denied, the
                           Committee shall furnish to the Applicant within 90
                           days after its receipt of such claim (or within 180
                           days after such receipt if special circumstances
                           require an extension of time) a written notice which,
                           (i) specifies the reasons for the denial, (ii)
                           refers to the pertinent provisions of the Plan on
                           which the denial is based, (iii) describes any
                           additional material or information necessary for the
                           perfection of the claim and explains why such
                           material or information is necessary, and
                           (iv) explains the claim review procedures.

                  (b)      Upon the written request of the Applicant submitted
                           within 60 days after his receipt of such written
                           notice, the Committee shall afford the Applicant a
                           full and fair review



                                      -26-

<page>
                           of the decision denying the claim and, if so
                           requested:  (i) permit the Applicant to review any
                           documents which are pertinent to the claim,
                           (ii) permit the Applicant to submit to the Committee
                           issues and comments in writing, and (iii) afford the
                           Applicant an opportunity to meet with a quorum of the
                           Committee as a part of the review procedure.

                  (c)      Within 60 days after its receipt of a request for
                           review (or within 120 days after such receipt if
                           special circumstances, such as the need to hold a
                           hearing, require an extension of time) the Committee
                           shall notify the Applicant in writing of its decision
                           and the reasons for its decision and shall refer the
                           Applicant to the provisions of the Plan which form
                           the basis for its decision.


7.7      Facility of Payment

                  Whenever, in the Committee's opinion, a person entitled to
receive any payment of a benefit or installment thereof hereunder is under a
legal disability, or is incapacitated in any way so as to be unable to manage
his financial affairs, the Committee may direct the Trustee to make payments to
such person, or to his legal representative, or to a relative or friend of such
person for his benefit, or may direct the Trustee to apply the payment for the
benefit of such person in such manner as the Committee considers advisable. Any
payment of a benefit or installment thereof in accordance with the provisions of
this paragraph shall be a complete discharge of any liability for the making of
such payment under the provisions of the Plan.


7.8      Direct Rollover of Eligible Rollover Distributions

                  (a)      Purpose. This Section 7.8 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
                           Section 7.8, a distributee may elect, at the time and
                           in the manner prescribed by the Committee, to have
                           any portion of an eligible rollover distribution paid
                           directly to an eligible retirement plan specified by
                           the distributee in a direct rollover.

                  (b)      Definition of 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



                                      -27-

<page>

                           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 Internal
                           Revenue Code; and the portion of any distribution
                           that is not includible in gross income.

                  (c)      Definition of Eligible Retirement Plan.  An eligible
                           --------------------------------------
                           retirement plan is an individual retirement account
                           described in Section 408(a) of the Internal Revenue
                           Code, an individual retirement annuity described in
                           Section 408(b) of the Internal Revenue Code, an
                           annuity plan described in Section 403(a) of the
                           Internal Revenue Code, or a qualified trust described
                           in Section 401(a) of the Internal Revenue 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.

                  (d)      Definition of 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 Internal Revenue Code, are distributees
                           with regard to the interest of the spouse or former
                           spouse.

                  (e)      Definition of Direct Rollover.  A direct rollover is
                           -----------------------------
                           a payment by the Plan to the eligible retirement
                           plan specified by the distributee.

                                      -28-

<page>



                                    SECTION 8

                                 Administration


8.1      Appointment of Committee

                  The Plan shall be administered by an Administrative Committee
consisting of one or more persons appointed by and to serve at the pleasure of
the Employer. All usual and reasonable expenses of the Committee shall be paid
by the Employer. The members of the Committee who are full time employees of the
Employer or a Related Company shall not receive any other compensation from the
Plan with respect to their services for the Committee.


8.2      Appointment of Investment Committee

                  Subject to the provisions of Section 5, the investment
practices of the Plan shall be coordinated by the Tribune Company Pension and
Profit Sharing Investment Committee (the "Investment Committee"). All usual and
reasonable expenses of the Investment Committee shall be paid by the Employer.
Members of the Investment Committee who are full-time employees of the Employer
or a Related Company shall not receive any other compensation from the Plan with
respect to their services for the Investment Committee.


8.3      Quorum

                  The action of a majority of the members of a committee at the
time acting hereunder, and any instrument executed by a majority of such members
of the committee, shall be considered the action or instrument of the committee.
Action may be taken by a committee at a meeting or in writing without a meeting;
however, no member of a committee shall vote or decide upon any matter relating
solely to himself or to any of his rights or benefits under the Plan. If a
committee shall be evenly divided on any question, the decision of the Board of
Directors of the Employer shall control. A committee may authorize any one or
more of its members to execute any document or documents on behalf of the
committee, in which event the committee shall notify the Trustee in writing of
such action and of the name or names of its member or members so designated. The
Trustee thereafter may accept and rely upon any document executed by such member
or members as representing action by the committee, until the committee shall
file with the Trustee a written revocation of such designation.


                                      -29-


<page>

8.4      Administrative Committee Powers and Duties

                  The Administrative Committee shall have such powers as may be
necessary to discharge its duties thereunder, including, but not by way of
limitation, the following powers and duties:

                  (a)      to construe and interpret the Plan, decide all
                           questions of eligibility, and determine the amount,
                           manner, and time of payment of any benefits
                           hereunder;

                  (b)      to prescribe procedures to be followed by
                           Participants and Beneficiaries in filing applications
                           for benefits;

                  (c)      to make a determination as to the right of any person
                           to a benefit and to administer the claims procedure
                           set forth in Section 7.6;

                  (d)      to request and receive from the Employer and from
                           Employees such information as shall be necessary for
                           the proper administration of the Plan;

                  (e)      to prepare, file, and distribute such reports,
                           summaries, descriptions, and other materials as may
                           be required by ERISA or other applicable laws;

                  (f)      to furnish the Employer, upon request, such reports
                           with respect to the administration of the Plan as
                           are reasonable and appropriate;

                  (g)      to appoint or employ an administrator for the Plan,
                           and any other agents it deems advisable, including
                           legal counsel; and

                  (h)      to issue directions to the Trustee concerning all
                           benefits which are to be paid from the Trust Fund
                           pursuant to the Plan.


8.5      Investment Committee Powers and Duties

                  The Investment Committee shall have such powers as may be
necessary to discharge its duties hereunder, including, but not by way of
limitation, the following powers and duties:

                                      -30-


<page>

                  (a)      to establish and administer an investment policy for
                           the Plan;

                  (b)      to furnish the Employer, upon request, such reports
                           with respect to the investments of the Plan are
                           reasonable and appropriate;

                  (c)      to receive and review reports of the financial
                           condition and of the receipts and disbursements of
                           the Trust Fund from the Trustee; and

                  (d)      to appoint or employ investment managers to manage
                           any part or all of the Plan assets.


8.6      Procedures

                  The committees may adopt such rules, regulations, and bylaws
as they deem necessary or desirable. All rules and decisions of the committees
shall be uniformly and consistently applied to all Employees in similar
circumstances. When making a determination or calculation, the committees shall
be entitled to rely upon information furnished by the Employer, the legal
counsel for the Employer, or the accountant for the Plan. Each committee shall
elect one of its members as chairman, shall elect a secretary who may, but need
not, be a member of the committee, and shall advise the Trustee of such
elections in writing. The secretary of each committee shall keep a record of all
meetings or actions taken by the committee and shall forward all necessary
communications and/or directions to the Trustee.



                                    SECTION 9

                           Limitations and Liabilities


9.1      Limitations on Additions to Participants' Accounts

                  (a)      The additions (as such term is hereinafter defined)
                           which may be credited to a Participant's account in
                           any Plan Year shall not exceed an amount which, when
                           added to the additions made to such Participant's
                           accounts for such year under any other qualified plan
                           maintained by the Employer or any Related Company, is
                           equal to the lesser of: (i) $30,000 (or, commencing
                           January 1, 1988, the dollar


                                      -31-
<page>

                           limitation in effect under Section 415(c)(1)(A) of
                           the Internal Revenue Code for such Plan Year); or
                           (ii) 25% of the Participant's Total Compensation for
                           such Plan Year.

                  (b)      For the purposes of this Section, the term
                           "additions" means the sum of: (1) the Participant's
                           share of Employer contributions (including
                           forfeitures, if any), and (ii) any Employee
                           contributions (other than qualified rollover
                           contributions or transferred amounts). The "addition"
                           for any Plan Year beginning before January 1, 1987,
                           shall not be recomputed to treat any Employee
                           contributions as an "addition."

                  (c)      In the case of a Participant who is also a
                           participant in one or more qualified defined benefit
                           plans maintained by the Employer or any Related
                           Company, the additions which may be credited to such
                           Participant's account for any Plan Year shall be
                           further reduced so that the sum of the "defined
                           contribution fraction" and the "defined benefit
                           fraction" for such Participant for such Plan Year
                           shall not exceed 1.0. For the purposes of this
                           paragraph:

                           (i)      the term "defined contribution fraction"
                                    shall mean a fraction, the numerator of
                                    which is the sum of the total annual
                                    additions made to the Participant's accounts
                                    hereunder, and under all other qualified
                                    defined contribution plans maintained by the
                                    Employer or a Related Company, and the
                                    denominator of which is the amount
                                    determined under Section 415(e)(3)(B) of the
                                    Internal Revenue Code; and

                           (ii)     the term "defined benefit fraction" shall
                                    mean a fraction, the numerator of which is
                                    the sum of the projected annual benefits
                                    payable to such Participant under each
                                    qualified defined benefit plan maintained by
                                    the Employer or a Related Company, and the
                                    denominator of which is the amount
                                    determined under Section 415(e)(2)(B) of the
                                    Internal Revenue Code.

                                      -32-

<page>

                  (d)      Any excess contribution not allocable to a
                           Participant's account under this section shall be
                           treated as a contribution made by the Participant,
                           and shall be refunded to the Participant (increased
                           by any earnings and reduced by any losses
                           attributable thereto) as soon as practicable.


9.2      Nonguarantee of Employment

                  Neither the establishment of the Plan or the Trust Fund, nor
any modification thereof, nor the creation of any fund or account, nor the
payment of any benefits, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, against any
officer or employee of the Employer, or against the committees or the Trustee,
except as herein provided. Under no circumstances shall the terms of employment
of any Participant be modified or in any way affected hereby.


9.3      Nonalienation of Benefits

                  (a)      Except as provided in paragraph (b) below, the rights
                           or interest of any Participant or his Beneficiaries
                           to any benefits or future payments hereunder shall
                           not be subject to attachment, garnishment, or other
                           legal process by any creditor of any such Participant
                           or Beneficiary, nor shall any such Participant or
                           Beneficiary have any right to alienate, anticipate,
                           commute, pledge, encumber, or assign any of the
                           benefits or payments which he may expect to receive,
                           contingently or otherwise, under this Plan, and any
                           attempt to anticipate, alienate, commute, pledge,
                           encumber, or assign any right to benefits payable
                           hereunder shall be void.


                  (b)      Paragraph (a) does not apply to any amounts payable
                           with respect to a Participant pursuant to any
                           "qualified domestic relations order," as such term is
                           defined in Section 414(p) of the Internal Revenue
                           Code. The Committee shall establish reasonable
                           procedures to determine the qualified status of
                           domestic relations orders and to administer
                           distributions under such qualified orders.


                                      -33-

<page>

9.4      Limitation of Liability

                  Neither the Employer, the Trustee, nor any member of the
committees guarantees the Trust Fund against loss or depreciation, and none of
them shall be liable for any act or failure to act which is made in good faith
pursuant to the provisions of the Plan, except to the extent required by
applicable law. It is expressly understood and agreed by each Employee who
becomes a Participant that, except for its or their willful misconduct or gross
neglect, neither the Employer, nor the committees, nor the Trustee, shall be in
any way subject to any legal liability to any Participant or Beneficiary, for
any cause or reason or thing whatsoever in connection with this Plan, and each
such Participant hereby releases the Employer and its officers and agents, the
committees and the Trustee and their members or agents, from any and all
liability or obligation except as in this paragraph provided.


9.5      Indemnification

                  The Employer may, to the extent permitted by its articles of
incorporation and bylaws, and by the laws of the State in which it is
incorporated, indemnify the committees, the individual members thereof, and any
employee or director of the Employer or any Related Company providing services
to the Plan, whether or not they are compensated therefor, against any and all
liabilities arising by reason of any act or omission, made in good faith
pursuant to the provisions of the Plan, including expenses reasonably incurred
in the defense of any claim relating thereto.


                                   SECTION 10

                            Amendment and Termination


10.1     Amendments

                  (a)      The Employer reserves the right to make, from time to
                           time, any amendment or amendments to this Plan which
                           do not reduce any Participant's nonforfeitable
                           interest in his account or permit any part of the
                           Plan assets to be used for, or diverted to, purposes
                           other than the exclusive benefit of the Participants
                           or their Beneficiaries, except to the extent
                           permitted by Section 3.6. The Employer also shall
                           have the right to make any amendment retroactively
                           which is necessary to qualify the Plan for tax
                           exemption or to bring the Plan into conformity with
                           the Internal Revenue Code or

                                      -34-

<page>

                           ERISA, or which is otherwise permitted under either
                           of such Acts.

                  (b)      If the Plan is amended in a way that directly or
                           indirectly affects the manner in which a
                           Participant's nonforfeitable percentage of his
                           account balance is computed, any active Participant
                           with at least three years of Service may make an
                           irrevocable election during the election period
                           described below to have his nonforfeitable percentage
                           of his account balance determined without regard to
                           such amendment.

                  (c)      The election period shall begin no later than the
                           date the Plan amendment is adopted and shall end no
                           earlier than the last to occur of the following:

                           (i)      60 days after the day the Plan amendment is
                                    adopted;

                           (ii)     60 days after the day the Plan amendment
                                    becomes effective; or

                           (iii)    60 days after the Participant is given
                                    written notice of the Plan amendment.

                  (d)      The election described in paragraph (b) above shall
                           not be available to any Participant whose
                           nonforfeitable percentage under the Plan, as amended,
                           cannot at any time be less than such percentage
                           determined without regard to such amendment.


10.2     Termination; Discontinuance of Contributions

                  The Employer shall have the right to suspend its contributions
hereunder for any period of time, and the Board of Directors of the Employer
shall have the right to terminate the Plan, in whole or in part, at any time.
Upon a termination or partial termination of the Plan, or upon the permanent
suspension of contributions by the Employer, the benefits payable to each
Participant shall, to the extent affected by such termination, partial
termination, or suspension, become fully vested and nonforfeitable, and the
Committee shall direct the Trustee in the method and manner of distribution of
the Trust Fund to those Participants or Beneficiaries, which may include the
distribution or transfer of Plan assets to the trustee or funding agent of a
successor or substitute plan qualified under Section 401(a) of the Internal
Revenue Code. The Committee may also

                                      -35-

<page>

direct that the Trust Fund be continued for a specified number of years
thereafter, or may direct that the Trustee continue the Trust Fund for such
period of time as the Trustee, in its sole discretion, may deem to be in the
best interests of the Participants or their Beneficiaries.


10.3     Merger, Consolidation, or Transfer of Assets

                  Notwithstanding any provision herein to the contrary, this
Plan shall not be merged or consolidated with, nor shall any assets or
liabilities of the Plan be transferred to, any other plan unless the benefits
payable to each Participant immediately after the merger, consolidation, or
transfer (determined as if the plan had then terminated) are equal to or greater
than the benefits such Participant would have been entitled to receive from this
Plan (determined as if this Plan had terminated immediately prior to such
action).


                                   SECTION 11

                            Miscellaneous Provisions


11.1     ERISA

                  (a)      Any person or persons may serve in more than one
                           fiduciary capacity with respect to the Plan.

                  (b)      The Committee and the Investment Committee shall be
                           "named fiduciaries" with respect to the Plan;
                           however, their responsibilities as such shall be
                           limited to the performance of those duties
                           specifically assigned to them hereunder. Neither the
                           Committee nor the Investment Committee shall have any
                           responsibility for the performance of any duty not
                           specifically so assigned, except to the extent
                           required by applicable law.

                  (c)      The Investment Committee and the Committee may
                           allocate their responsibilities hereunder among
                           themselves or to any other named fiduciaries, and may
                           delegate such responsibilities to persons who are not
                           named fiduciaries; however, neither the Investment
                           Committee nor the Committee shall allocate or
                           delegate any responsibility provided for herein
                           involving the management or control of all or any
                           part of the assets of the Plan, other than the

                                      -36-


<page>

                           power to appoint an investment manager.  The
                           allocation or delegation of any fiduciary
                           responsibility shall be in writing, and shall become
                           effective upon the written acceptance thereof by the
                           person or persons to whom such responsibilities
                           are allocated or delegated.


11.2     Delegation of Authority by the Employer

                  Whenever the Employer under the terms of this Plan is
permitted or required to do or perform any act, it shall be done or performed by
any officer thereunto duly authorized by the articles of incorporation, bylaws,
or Board of Directors of the Employer.


11.3     Applicable Law

                  This Plan shall be construed according to ERISA and, to the
extent not inconsistent therewith, the laws of the State of Illinois, except
that nothing in this Section 11.3 shall be construed as placing any restriction
upon the right of the Employer acting pursuant to the Plan to take any action or
to incur any liability which it is authorized to take or incur under its
articles of incorporation or bylaws or under the laws of the State in which it
is incorporated, except to the extent that the same are superseded by applicable
federal law.


11.4     Legal Actions

                  In any action or proceeding involving the Plan or any property
constituting part or all thereof, or the administration thereof, no Employee,
former Employee, Beneficiary, or any other person having or claiming to have an
interest in this Plan shall be necessary parties and no such person shall be
entitled to any notice or process, except to the extent required by applicable
law. Any final judgment which is not appealed or appealable that may be entered
in any such action or proceeding shall be binding and conclusive on the parties
hereto and upon all persons having or claiming to have any interest in this
Plan.

                                      -37-