Exhibit 4.5


                                    KTLA INC.
                        HOURLY EMPLOYEES' RETIREMENT PLAN


KTLA Inc. Hourly Employees' Retirement Plan has been established by KTLA Inc.
for the benefit of its eligible employees, to enable KTLA Inc. to provide for
their future security. The plan is intended to meet the requirements for
qualification under Section 401(a) of the Internal Revenue Code.


                     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)      Administrative Committee:  The persons appointed by
                           ------------------------
                           the Board of Directors of Tribune Company to
                           administer the Plan, which, as of the Effective Date,
                           was known as the Tribune Company Employee
                           Benefits Administrative Committee.

                  (b)      Beneficiary:  A person or persons (including a
                           -----------
                           trustee or trustees) designated by a Participant or
                           a Former Participant in a written instrument filed
                           with the Administrative Committee to receive any
                           death benefit which shall be payable under the Plan;
                           provided, that in the case of a Participant or a
                           Former Participant who is legally married on the date
                           of his death, the Participant's Beneficiary shall be
                           his spouse unless such spouse validly consents in
                           writing to a different Beneficiary designation.  The
                           designation of the Beneficiary cannot be changed
                           without the spouse's consent unless the consent
                           expressly permits designations by the Participant or
                           Former Participant without any further consent of the
                           spouse.  The spouse's consent must acknowledge the
                           effect of the designation and be witnessed by an
                           appointed representative of the Plan or by a notary
                           public.

                  (c)      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 in which his
                           employment terminates, or during any subsequent
                           Computation Period commencing prior to the date on
                           which he is reemployed by the Company or a Related
                           Company.

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                  (d)      Company:  KTLA Inc., a California corporation, or its
                           -------
                           successor or successors.


                  (e)      Compensation:  The straight time hourly earnings paid
                           ------------
                           to a Covered Employee by the Company for personal
                           services, excluding overtime, bonuses, commissions,
                           shift differential amounts, deferred compensation and
                           any special allowances and cash fringe benefits.
                           Compensation shall be determined prior to reduction
                           for any contributions made on behalf of the
                           Participant to any employee benefit plan which is
                           qualified under Section 401(k) or 125 of the Code.
                           Subject to the above limitations, a Covered
                           Employee's Compensation taken into account for any
                           Plan Year shall be limited to $228,860 or such
                           greater 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.

                  (f)      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 the Company or any Related Company
                           (his `date of hire') and, if he does not complete at
                           least 1,000 Hours of Service during that initial
                           period, then his Computation Period shall be any Plan
                           Year beginning after his date of hire. For purposes
                           of determining an Employee's or Participant's Breaks
                           in Service, his Computation Period shall be the Plan
                           Year.

                  (g)      Covered Employee:  An Eligible Employee who has
                           ----------------
                           satisfied the requirements for participation in
                           the Plan contained in Section 2.1.

                  (h)      Effective Date:  January 1, 1992.
                           --------------

                  (i)      Eligible Employee: Any Employee employed by the
                           Company who is covered by a collective bargaining
                           agreement to which the Company is a party and during
                           the negotiation of which retirement benefits were the
                           subject of good faith bargaining, and which provides
                           for his participation in the Plan; provided, that an
                           Employee shall not be an Eligible Employee (i) if he
                           is a Leased Employee; or (ii) to the extent that his
                           terms and conditions of

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                           employment are governed by an employment agreement
                           that precludes or does not expressly provide for his
                           participation in the Plan.

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

                  (k)      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.

                  (l)      Forfeiture:  An amount to be treated as a Forfeiture
                           ----------
                           as described in Paragraph 7.7(c) below.


                  (m)      Former Participant:  A Participant who is no longer
                           ------------------
                           an Eligible Employee, but who has a vested
                           account balance under the Plan which has not been
                           paid in full.

                  (n)      Frozen Accounts: Either or both of the Frozen
                           ---------------
                           Consolidated Account and/or Frozen Deferred
                           Compensation Account maintained for a Participant
                           pursuant to Paragraph 6.1(b) below, to which no
                           further contributions are to be credited on and after
                           the Effective Date.

                  (o)      Hours of Service:  An Employee shall be credited with
                           ----------------
                           one Hour of Service for:

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

                           (ii)     each hour for which he is directly or
                                    indirectly paid or entitled to payment by
                                    the Company or a Related Company for a
                                    period during which no duties are performed;
                                    provided, 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 laws or which
                                    solely reimburses an Employee for medical or
                                    medically created expenses incurred by the
                                    Employee; provided further, that no more
                                    than 501 Hours of Service shall be credited
                                    for any single continuous period during
                                    which no duties are performed.  These hours

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                                    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),
                                    except that such hours shall, in the
                                    case of an Employee without a regular work
                                    schedule, be computed on the basis of
                                    a 40 hour workweek;

                           (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, not more than 501 Hours of Service
                                    shall be credited by reason of any single
                                    pregnancy or placement and, in the case of
                                    an Employee without a regular work schedule,
                                    such hours shall be computed on the basis of
                                    an eight hour workday.  These hours shall be
                                    treated as Hours of Service in the
                                    Computation Period in which 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 the period of absence
                                    began for one of the reasons specified above
                                    and the Employee provides to the
                                    Administrative Committee such timely
                                    information as the Administrative 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

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                                    Employee's employment with the Company 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 Company or a Related Company 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 Company 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 in which the award, agreement, or
                                    payment was made.

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

                  (q)      Investment Committee: The persons appointed by the
                           --------------------
                           Board of Directors of Tribune Company to establish
                           and administer an investment policy for the Plan,
                           which, as of the Effective Date, was known as the
                           Tribune Company Employee Benefits Investment
                           Committee.

                  (r)      Leased Employee:  Any person who is not otherwise an
                           ---------------
                           Employee and who, pursuant to an agreement
                           between the Company and any other person (the
                           "leasing organization"), has performed services for
                           the Company, or for the Company 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 percent of such Employee's

<PAGE>
                           compensation (as defined in Section 414(n) of the
                           Internal Revenue Code), and (ii) leased employees
                           (determined without regard to this proviso) do not
                           constitute more than 20 percent of the Company's
                           nonhighly compensated workforce (as defined in
                           Section 414(n) of the Internal Revenue Code).

                  (s)      New Company Contribution Account: The account
                           --------------------------------
                           maintained for a Participant pursuant to Paragraph
                           6.1(a) below to record the Company contributions (if
                           any) made on his behalf under Section 3.1 for Plan
                           Years beginning on or after the Effective Date, and
                           adjustments thereto.

                  (t)      Normal Retirement Date:  A Participant's 65th
                           ----------------------
                           birthday.

                  (u)      Participant:  A Covered Employee who has become a
                           -----------
                           Participant in accordance with the provisions of

                           Section 2.1.

                  (v)      Plan:  The KTLA Inc. Hourly Employees' Retirement
                           ----
                           Plan, as set forth herein, and as amended from
                           time to time.

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

                  (x)      Prior Plan:  The KTLA Employees' Savings and
                           ----------
                           Investment Plan, which was terminated effective as of
                           December 31, 1991.  In connection with the
                           termination of the Prior Plan, Participants were
                           required (in accordance with Sections 401(k)(2)
                           (B)(i)(II) and 401(k)(10)(A)(i) of the Internal
                           Revenue Code and Internal Revenue Service Regulations
                           thereunder) to transfer their Deferred Compensation
                           Accounts under the Prior Plan to a Frozen Deferred
                           Compensation Account under this Plan, and were
                           permitted to elect to transfer all or a portion (or
                           none) of the balances in their other accounts under
                           the Prior Plan to various appropriate Frozen Accounts
                           under this Plan, and to receive any remaining
                           (non-transferred) balances in those other accounts in
                           one lump sum payment before December 31, 1992.
                           Participants in the Prior Plan who are not Eligible
                           Employees on and after the Effective Date under this
                           Plan but one or more of whose account balances are
                           transferred to Frozen Accounts in their names will be
                           treated as Former Participants who on and after the
                           Effective Date will not be eligible for Company
                           contributions but will retain the rights of other
                           Employees who were but no longer are Participants to
                           make investment elections, hardship withdrawals,
                           beneficiary designations and other distribution
                           elections under the Plan.

                  (y)      Related Company:  Any corporation or business
                           ---------------
                           organization which is a member of a controlled group
                           of corporations which

<PAGE>
                           includes the Company (as determined under Section
                           414(b) of the Internal Revenue Code); any corporation
                           or business organization which is under common
                           control with the Company (as determined under
                           Section 414(c) of the Internal Revenue Code); and any
                           corporation or business organization that is a member
                           of an "affiliated service group" that includes the
                           Company (as determined under Section 414(m) of the
                           Internal Revenue Code).  For the purpose of applying
                           the limitations set forth in Section 11.1, Sections
                           414(b) and 414(c) of the Internal Revenue Code
                           shall be applied as modified by Section 415(h)
                           thereof.

                  (z)      Service: An Employee shall be credited with one year
                           -------
                           of Service for each Computation Period during which
                           he completes 1,000 or more Hours of Service. In
                           addition, if a person who is employed by a
                           corporation or business organization which is
                           acquired, in whole or in part, by the Company or a
                           Related Company becomes an Employee as a result of
                           such acquisition, his period or periods of employment
                           with the acquired corporation or business
                           organization prior to the acquisition shall be
                           counted as Service to the extent provided by
                           resolution of the Administrative Committee, but in
                           any event to the extent required by ERISA or the
                           Internal Revenue Code.

                  (aa)     Trustee: The qualified corporation or national or
                           -------
                           state-chartered banking association appointed by the
                           Investment Committee to administer the Trust Fund
                           pursuant to the terms of the agreement or agreements
                           (the "Trust Agreement") between the Trustee and the
                           Investment Committee, which Trust Agreement shall
                           implement and form a part of the Plan. The Trustee
                           shall serve at the pleasure of the Investment
                           Committee and shall have such rights, powers and
                           duties as shall be set forth in the Trust Agreement.
                           The Investment Committee shall be acting on behalf of
                           the Company as plan sponsor, in carrying out its
                           responsibilities described in this subparagraph.

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

                  (cc)     Valuation Date:  The last day of each calendar
                           --------------
                           quarter and such other date that may be designated
                           as a Valuation Date by the Administrative Committee.

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

<PAGE>

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, are not a
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.

1.3      Plan Supplements

The provisions of the Plan may be modified by Supplements to the Plan. The terms
and provisions of each Supplement are a part of the Plan and supersede the
provisions of the Plan to the extent necessary to eliminate inconsistencies
between the Plan and the Supplement.



                             SECTION 2. Eligibility

2.1      Conditions of Eligibility

Subject to the conditions and limitations of the Plan, each Eligible Employee on
the Effective Date who immediately prior thereto was a participant in the Prior
Plan, shall continue as a Participant in the Plan on and after that date. Each
other Eligible Employee shall become a Covered Employee on the first "applicable
date" (as defined below) coinciding with or next following the date on which he
completes one year of Service. An Eligible Employee's "applicable date"
hereunder is the later of the Effective Date or the date as of which he first
became an Eligible Employee, or any subsequent January 1st or July 1st. A
Covered Employee will become a Participant in the Plan as of the first date as
of which a Company contribution has been made to the Plan on his behalf.

2.2      Reemployment

                  (a)      If a Covered Employee incurs a one-year Break in
                           Service and is thereafter reemployed by the Company
                           as an Eligible Employee, he shall again become a
                           Covered Employee as of the date of his reemployment.
                           If an Employee who was not a Covered Employee incurs
                           a one-year Break in Service and is thereafter
                           reemployed by the Company as an Eligible Employee, he
                           shall become a Covered Employee on the later of the
                           date on which he is reemployed or the date on which
                           he first meets the requirements set forth in Section
                           2.1 as an Eligible Employee during his reemployment.

                  (b)      A reemployed Employee (including a reemployed Covered
                           Employee) who had no vested interest in the Plan
                           prior to his


<PAGE>

                           Break in Service shall not receive credit for any
                           years of Service completed prior to a Break in
                           Service if (i) such Employee incurred at least five
                           consecutive one-year Breaks in Service prior to his
                           reemployment, and (ii) the number of such Employee's
                           consecutive one-year Breaks in Service prior to his
                           reemployment 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 Company shall notify the Administrative Committee
                           of the reemployment of any Former Participant within
                           10 days following the date thereof. Upon receipt of
                           such notice of reemployment, the Administrative
                           Committee shall notify the Trustee to suspend
                           distributions to such Former Participant until
                           further notice, and any remaining balances held with
                           respect to such reemployed Former Participant shall
                           not be distributed 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 Company or a Related Company, shall be
held in trust until they become distributable pursuant to Section 7 on account
of such Participant's ceasing to be employed by the Company or Related Company.
If such Participant shall again become an Eligible Employee as of a certain
date, he shall again become a Covered Employee as of that same date.



                        SECTION 3. Company Contributions

3.1      Company Contribution

For each Plan Year beginning on or after the Effective Date, the Company will
contribute on behalf of each of its Covered Employees, an amount equal to three
percent of his Compensation for that year for services performed as a Covered
Employee. The amount of the Company's contribution for a Plan Year as determined
in accordance with the preceding sentence shall be reduced by the total
Forfeitures which are available for that purpose as determined in Paragraph
7.7(c); and the Company's contribution, as so reduced, will be the actual amount
paid to the Trustee as a contribution for that Plan Year.

3.2      Limitations on Company Contributions

The Company's total contribution under Section 3.1 above for any Plan Year
(including any Forfeiture applied thereunder to reduce the amount of such
contribution) is conditioned on its deductibility, and may not exceed the
maximum deductible amount allowable for such


<page>

contribution, under Section 404 of the Internal Revenue Code for the Company's
taxable year ending with or within such Plan Year.

3.3      Payment of Company Contributions

The Company's contribution on behalf of each Covered Employee for each Plan Year
under Section 3.1 above shall be made on a monthly basis, based on his
Compensation for that calendar month, and shall be due within 25 days after the
end of that month.

3.4      Nonreversion

In no event shall the principal or income of the Trust Fund be paid to or revert
to the Company or any Related Company, directly or indirectly; provided, that:

                  (a)      any Company contribution which is made under a
                           mistake of fact may be returned to the Company
                           within one year of payment;

                  (b)      any Company contribution which is conditioned upon
                           the deductibility of such contribution under Section
                           404 of the Internal Revenue Code, if such deduction
                           is thereafter disallowed, in whole or in part, may be
                           returned to the Company within one year after such
                           deduction is denied; and

                  (c)      a Company contribution conditioned upon the initial
                           qualification of the Plan under Section 401(a) of the
                           Internal Revenue Code, if the Plan does not so
                           qualify, may be returned to the Company within one
                           year after such qualification is denied.

The amount of any contribution that may be returned to the Company pursuant to
paragraph (a) or (b) above must be reduced by any portion thereof previously
distributed from the Trust Fund and by any losses of the Trust Fund allocable
thereto, and in no event may the return of such contribution cause any
Participant's account balances to be less than the amount of such balances had
the contribution not been made under the Plan. With respect to subparagraphs (b)
and (c) above, the Company hereby declares its intention and action that every
contribution by it to the Plan shall be conditioned upon the deductibility of
that contribution and the initial qualification of the Plan, respectively,
unless expressly provided to the contrary by the Company in writing as to a
particular contribution.



                    SECTION 4. Withdrawals During Employment

4.1      No Withdrawals from New Company Contribution Accounts

A Participant shall not be permitted to elect a withdrawal under this Section 4
from his New Company Contribution Account.


<PAGE>

4.2      Hardship Withdrawals from Frozen Accounts

                  (a)      Subject to the approval of the Administrative
                           Committee, a Participant may request a withdrawal of
                           any part or all of the balance of his Frozen Accounts
                           in the event of financial Hardship; provided, that
                           the amount of any such withdrawal from his Frozen
                           Deferred Compensation Account may not exceed the sum
                           of the previously contributed amounts then credited
                           to that account, plus the earnings thereon that were
                           credited to that account prior to 1989.  A withdrawal
                           requested under this Section 4.2 shall be permitted
                           by the Administrative Committee only if, in the
                           determination of the Administrative Committee, such
                           withdrawal is necessary in light of immediate and
                           heavy financial needs of the Participant occasioned
                           by one of the following hardships:

                           (i)      medical expenses incurred by such
                                    Participant or his immediate family, or
                                    necessary for such Participant or his
                                    immediate family to obtain medical care,
                                    which are not covered by insurance;

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

                           (iii)    circumstances of the Participant
                                    constituting a financial hardship which the
                                    Administrative Committee determines is
                                    comparable to or greater than the hardships
                                    described in subparagraphs (i) and (ii)
                                    above and constitutes a permissible hardship
                                    under Section 401(k) of the Internal Revenue
                                    Code.

                           The amount deemed required to meet an immediate and
                           heavy financial need of a Participant shall include
                           any amounts necessary to pay any federal, state or
                           local income taxes or penalties reasonably
                           anticipated to result from the withdrawal. A
                           withdrawal shall not be permitted by the
                           Administrative Committee pursuant to this Section 4.2
                           to the extent that the amount requested exceeds the
                           amount determined by the Administrative Committee as
                           being required to meet the Participant's immediate
                           financial need created by the hardship, or to the
                           extent that the Administrative Committee determines
                           that such amounts are reasonably available from the
                           Participant's other resources. Only one withdrawal
                           pursuant to this Section 4.2 may be made by a
                           Participant during any Plan Year.


<PAGE>

                  (b)      A request for withdrawal under this Section 4.2 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 Administrative Committee.
                           The Administrative Committee shall require as a
                           condition of any withdrawal under this Section 4.2
                           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, or by other
                           distributions or nontaxable (when made) loans from
                           employee benefit plans maintained by the Company 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 Administrative Committee pursuant to this Section
                           4.2 shall be final, conclusive, and binding upon the
                           Participant.  Withdrawals under this Section 4.2
                           shall be subject to any uniform and nondiscriminatory
                           rules promulgated by the Administrative Committee as
                           to the form and timing of such withdrawal elections.

                  (c)      A withdrawal made under this Section 4.2 shall be
                           made first from the Participant's Frozen Consolidated
                           Account and then from his Frozen Deferred
                           Compensation Account (within the limits prescribed in
                           this Section 4.2).


                              SECTION 5. Trust Fund

5.1      Investment Funds

The Investment Committee may from time to time direct the Trustee to divide the
Trust Fund into two or more separate "Investment Funds," to be maintained in
accordance with such investment policies as may from time to time be adopted by
the Investment Committee and communicated to the Trustee; provided, that during
any period as to which no such direction from the Investment Committee is in
effect, no separate Investment Funds shall be established and any reference in
the Plan to the Investment Funds or to an Investment Fund shall be treated as a
reference to the Trust Fund. The Investment Committee may at any time terminate
any Investment Fund. Earnings with respect to each Investment Fund shall be
retained in that Fund and shall be reinvested as a part thereof.

5.2      Investment Elections

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The Administrative Committee shall establish such rules and procedures as it may
deem necessary or desirable to allow Participants, Former Participants, and
their Beneficiaries to direct the investment of their accounts among one or more
Investment Funds. Each investment direction shall be made on forms provided by
and filed with the Administrative Committee, and the Administrative Committee
shall direct the Trustee 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 Administrative Committee.
Notwithstanding any other provision herein to the contrary, during any period in
which a Participant has not made his initial election as to the investment of
his accounts, he shall be deemed to have elected that 100% of the net credit
balance in his accounts be invested in the Investment Fund that is reasonably
expected by the Administrative Committee (after consultation with the Investment
Committee) to provide the greatest degree of preservation of principal together
with necessary liquidity. During the period between the date a contribution on
behalf of a Participant under Section 3.1 above is received by the Trustee and
the date such amount is later credited to that Participant's New Company
Contribution Account under Section 6 below, that amount will be invested as soon
as practicable after its receipt by the Trustee in accordance with the
Participant's investment election that is then effective.

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 any
Investment Fund shall be invested in "collectibles," as such term is defined in
Section 408(m) of the Internal Revenue Code.



                              SECTION 6. Accounting

6.1      Participants' Accounts

The Administrative Committee shall establish and maintain separate accounts in
the name of each Participant, showing separately:

                  (a)      the Company's contributions under Section 3.1 above
                           made on behalf of the Participant with respect to
                           Plan Years beginning on or after the Effective Date,
                           and the income, losses, appreciation and depreciation
                           attributable thereto (his "New Company Contribution
                           Account");

                  (b)      in the case of each Participant who was a participant
                           in the Prior Plan immediately prior to the Effective
                           Date, and with respect only to the accounts of that
                           Participant under the Prior Plan which were
                           transferred on his behalf from the Prior Plan to this
                           Plan in accordance with the applicable provisions of
                           this Plan and the Prior Plan:

<page>

                           (i)      the aggregated net credit balance (if any)
                                    in his Personal Contributions Account,
                                    Combined Account, Company Contribution
                                    Account and Deferred Compensation Matching
                                    Account under the Prior Plan determined as
                                    of December 31, 1991 in accordance with the
                                    terms of the Prior Plan as then in effect
                                    and thereafter transferred to this Plan, and
                                    the income, losses, appreciation and
                                    depreciation attributable thereto (his
                                    "Frozen Consolidated Account"); and

                           (ii)     the net credit balance (if any) in his
                                    Deferred Compensation Account under the
                                    Prior Plan determined as of December 31,
                                    1991 in accordance with the terms of the
                                    Prior Plan as then in effect and thereafter
                                    transferred to this Plan, and the income,
                                    losses, depreciation and depreciation
                                    attributable thereto (his "Frozen Deferred
                                    Compensation Account").

The Administrative Committee may also maintain such other accounts in the names
of Participants or otherwise as it considers advisable. Unless the context
indicates otherwise, reference in the Plan to a Participant's "accounts" means
all accounts maintained in his name under the Plan, and reference in the Plan to
a Participant's "Frozen Accounts" means those accounts described in
subparagraphs (b)(i) and (ii) above which are maintained in his name under the
Plan.

6.2      Allocation of Company Contributions

Company contributions under Section 3.1 above for each Plan Year shall be
credited to the respective New Company Contribution Accounts of the Participants
on whose behalf they are made. For purposes of this Section 6, the Company's
contribution under Section 3.1 for any period within a Plan Year (including
contributions made on a monthly basis pursuant to Section 3.3 and credited to
Participants' accounts as of a Valuation Date occurring during that Plan Year)
will be considered to have been made on the Valuation Date occurring on or next
following the last day of that period, regardless of when paid to the Trustee,
except where expressly provided to the contrary.

6.3      Adjustment of Participants' Accounts

                  (a)      As of each Valuation Date, the Trustee shall
                           determine (as provided in the Trust Agreement) the
                           fair market value of each Investment Fund and shall
                           give written notice thereof to the Administrative
                           Committee. After receiving such notice from the
                           Trustee, the Administrative Committee shall determine
                           the increase or decrease in the net worth of each
                           Investment Fund for

<page>

                           the Valuation Period by deducting from the fair
                           market value thereof the sum of:

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

                           (ii)     the fair market value of such Investment
                                    Fund as of the next preceding valuation,
                                    reduced by any distributions or other proper
                                    payments from such Investment Fund made
                                    during the Valuation Period.

                           The increase or decrease in the net worth of each
                           Investment Fund for the Valuation Period shall then
                           be credited or charged to Participants' account
                           balances invested in such Fund as (and to the extent)
                           provided in paragraph (b).

                  (b)      The Administrative Committee, after determining the
                           increase or decrease in the net worth of each
                           Investment Fund, shall make the following adjustments
                           in Participants' account balances in such Funds as
                           soon as practicable after each Valuation Date:

                           (i)      First: Credit the New Company Contribution
                                    Account balance of each Participant invested
                                    in each such Investment Fund with the
                                    Company contributions made under Section 3.1
                                    on behalf of the Participant for the
                                    calendar months ending within the Valuation
                                    Period in accordance with Section 3.3
                                    (including any Forfeitures applied during
                                    that Valuation Period as part of such
                                    contribution for the Plan Year in which that
                                    Valuation Period ends in accordance with
                                    Section 3.1) which are to be invested in
                                    such Investment Fund;

                           (ii)     Second: After making the adjustments
                                    described above, allocate to the accounts of
                                    each Participant his share of the increase
                                    or decrease for the Valuation Period in the
                                    net worth of each Investment Fund in which
                                    his accounts are invested on the basis of
                                    the ratio that his account balances invested
                                    in that Investment Fund bear to the total of
                                    all account balances invested in that
                                    Investment Fund;

                           (iii)    Third: After making the adjustments
                                    described above, reduce each account balance
                                    of each

<page>

                                    Participant invested in each such
                                    Investment Fund by the amounts of any
                                    distributions, withdrawals or other proper
                                    payments from each such account invested in
                                    that Investment Fund that were requested
                                    during the Valuation Period by or on behalf
                                    of the Participant; and

                           (iv)     Fourth:  After making the adjustments
                                    ------
                                    described above, reduce the account
                                    balances of each Participant invested in
                                    each such Investment Fund by any amounts
                                    which the Participant elects during the
                                    Valuation Period to have transferred from
                                    such Investment Fund to another Investment
                                    Fund as of the first day of the following
                                    Valuation Period, and increase the account
                                    balances of each Participant invested in
                                    each such Investment Fund by any amounts
                                    which the Participant elects during the
                                    Valuation Period to have transferred to such
                                    Investment Fund as of the first day of the
                                    following Valuation Period.

                  (c)      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 for all purposes until a subsequent
                           determination is made by the Administrative
                           Committee.

6.4      Statement of Accounts

As soon as practicable after each Valuation Date which occurs at the end of a
Plan Year, the Administrative Committee will provide each Participant with a
statement reflecting the condition of his accounts under the Plan as of that
date. The Administrative Committee in its discretion may decide to provide
Participants with such statements at more frequent intervals, also ending on
Valuation Dates. No Participant, except a person authorized by the Company or
the Administrative Committee, shall have the right to inspect the records
reflecting the account of any other Participant.

6.5      Nonforfeitability of Accounts

The net credit balances in all of a Participant's accounts under this Plan, as
adjusted from time to time as described above in this Section, shall be
nonforfeitable at all times except as otherwise provided in Paragraph 7.7(c).


<page>

                               SECTION 7. Benefits

7.1      Settlement Date

A Participant's "Settlement Date" will be the date on which the Participant's
employment with the Company and Related Companies is terminated because of the
first to occur of the following:

                  (a)      Normal or Late Retirement:  The date of the
                           -------------------------
                           Participant's retirement on or after attaining his
                           Normal Retirement Date.

                  (b)      Death:  The date of the Participant's death.
                           -----

                  (c)      Resignation or Dismissal:  The date the Participant
                           ------------------------
                           resigns or is dismissed for a reason other
                           than normal or late retirement or disability
                           termination.

7.2      Retirement, Resignation or Dismissal

If a Participant's employment with the Company and Related Companies is
terminated because of retirement, resignation or dismissal under Paragraph
7.1(a) or (c), respectively, the amount available for distribution from all of
his accounts shall be determined in accordance with Section 7.5 and shall be
distributable to him under Section 7.4.

7.3      Death

                  (a)      If a Participant's Settlement Date occurs as a result
                           of his death under Paragraph 7.1(b), the
                           Participant's Beneficiary shall have a nonforfeitable
                           right to receive the full amount available for
                           distribution from all of the Participant's accounts.

                  (b)      Each Participant shall designate, upon forms provided
                           by and filed with the Administrative Committee, the
                           Beneficiary of any benefits available hereunder upon
                           his death. Subject to the provisions of Section
                           1.1(b), a Participant may change such designation of
                           Beneficiary from time to time by written notice to
                           the Administrative 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 estate.

7.4      Payment of Benefits


<page>

When a Participant or his Beneficiary becomes entitled to a distribution
pursuant to Section 7.2 or 7.3 as a result of his retirement, resignation,
dismissal or death, respectively, the amount available for distribution shall be
distributed in a lump sum consisting of one or more payments to be made within
one taxable year of the recipient. However, if at the Valuation Date coincident
with or next preceding the date on which the distribution would otherwise be
made in said lump sum, the Administrative Committee maintains in his name a
Frozen Deferred Compensation Account which has an aggregate net credit balance
exceeding $3,500, the Participant or his Beneficiary (as the case may be) may
elect to receive the aggregate net credit balance in his New Company
Contribution Account and Frozen Consolidated Account in a lump sum in accordance
with the preceding sentence, and to receive the aggregate net credit balance in
his Frozen Deferred Compensation Account in periodic payments of substantially
equal amounts for a specified number of years not exceeding the lesser of ten
years or the joint life expectancies of the Participant and his designated
individual Beneficiary,if any, reasonably determined from the expected return
multiples described in Treasury Regulation ss.1.72-9; provided, that if the
Participant is deceased, such payments shall not be made over a period of more
than five years. The election referred to above shall be made in writing by the
Participant or his Beneficiary during the 60 day period ending on the date 30
days before the Participant's benefit payments are scheduled to begin. If a
Participant or his Beneficiary fails to make an election prior to the expiration
of such period, his entire benefits shall be distributed in one lump sum in
accordance with the first sentence of this Section 7.4. Notwithstanding the
foregoing provisions of this Section 7.4, if payment of a Participant's benefits
to be made on or after January 1, 1993 constitutes an eligible rollover
distribution under Section 402(c)(4) of the Internal Revenue Code, then the
Participant may elect to have such distribution paid directly to an eligible
retirement plan described in Section 402(c)(8)(B) of the Internal Revenue Code;
provided, that each election by a Participant under this Section 7.4 shall be
made at such time and in such manner as the Administrative Committee shall
determine, and shall be effective only in accordance with such rules as shall be
established from time to time by the Administrative Committee.

7.5      Amount Available for Distribution

The amount available for distribution to a Participant or his Beneficiary (or,
in the case of amounts to be distributed in installments under Section 7.4
above, the amount from which the first installment payment amount will be
derived in accordance with the following provisions of this Section 7.5) shall
be the balances credited to the Participant's accounts as of the latest of:

                  (a)      the Valuation Date coinciding with or immediately
                           following the date on which the Participant attains
                           age 65, in the case of a Participant whose aggregate
                           account balances exceeded $3,500 on his Settlement
                           Date and who failed to give written consent to
                           distribution of such balance under paragraph (b)
                           below; provided, that if such a Participant dies
                           after his Settlement date but prior to attaining age
                           65, the amount available for distribution to his
                           Beneficiary shall be determined as of the Valuation
                           Date coinciding with or immediately following the
                           date of the Participant's death; or

<page>

                 (b)      in all other cases, the Valuation Date coinciding
                           with or immediately following the Participant's
                           Settlement Date or (in the case of a Participant not
                           described in (a) above whose account balances on his
                           Settlement Date exceeded $3,500) such later Valuation
                           Date (if any) occurring prior to the Valuation Date
                           described in (a) above as the Participant elects in
                           writing filed with the Administrative Committee in
                           accordance with any uniform rules established by the
                           Administrative Committee.

A Participant's accounts shall not be entitled to share in the earnings or
losses of the Trust Fund for any period after the Valuation Date that
immediately precedes complete distribution of the total amount available for
distribution. If a Participant's Frozen Deferred Compensation Account is
distributed in periodic payments, it shall continue to share in the earnings and
losses of the Trust Fund in accordance with Paragraph 6.3(b) during the period
of distribution, and each periodic payment shall be in an amount equal to the
quotient obtained by dividing the aggregate balance of such account determined
as of the Valuation Date immediately preceding the date on which such payment is
made, by the number of payments remaining in the period for which such payments
are to be made, including the current payment. If a Participant's Frozen
Deferred Compensation Account is invested in more than one Investment Fund at
the time of any periodic payment, such payment shall be made pro rata from each
such Investment Fund unless the Administrative Committee and the recipient shall
otherwise agree. Periodic payments are not guaranteed and payments shall be made
only for as long as the former Participant or his Beneficiary shall have an
undistributed Frozen Deferred Compensation Account balance. If a Former
Participant who has elected to receive periodic payments dies before the full
amount credited to his Frozen Deferred Compensation Account has been
distributed, the balance of such account shall be distributed to his Beneficiary
in periodic payments over the shorter of five years or the remainder of the
period elected by the Former Participant, unless such Beneficiary shall elect a
different method of distribution, including a lump sum, under which the Former
Participant's account will be fully distributed over a shorter period.
Notwithstanding the foregoing, the amount available for distribution to a
Participant who fails to return to active employment with the Company at the
expiration of an authorized leave of absence for any reason other than his
retirement or death, shall be determined as of the Valuation Date coinciding
with or immediately following the date on which his leave of absence expired.

7.6      Form of Distribution

All distributions to a Participant or Beneficiary shall be made in cash.

7.7      Commencement of Benefit Payments

                  (a)      Except to the extent provided below in this Section
                           7.7 and in Section 7.5 above, when a Participant or
                           his Beneficiary becomes entitled to a distribution,
                           the Administrative Committee shall direct the Trustee
                           to make or commence payment of amounts due from the
                           Participant's accounts during the period beginning on
                           the date of the Participant's Settlement Date and
                           ending 60 days after the

<page>

                           last day of the Plan Year during which that
                           Settlement Date occurred; provided, that if the
                                                     --------
                           amount available for distribution or the form of
                           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 available for distribution or the
                           form of payment can be determined or the Participant
                           or his Beneficiary can be located (whichever is
                           applicable).

                  (b)      Payments to Participants shall 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.

                  (c)      If a Former Participant or Beneficiary cannot be
                           located by the Administrative Committee within a
                           reasonable time after the expiration of the period
                           described in paragraph (a) above, the Administrative
                           Committee may, subject to applicable law but
                           otherwise in its exclusive discretion, direct that
                           the amounts then credited to the Participant's
                           accounts be treated as a Forfeiture and applied to
                           reduce future Company contributions to the Plan;
                           provided, that 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 7.4.  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 an
                           additional Company contribution to the Plan.

7.8      Facility of Payment

Whenever, in the Administrative Committee's opinion, a person entitled to
receive any payment is under a legal disability, or is incapacitated in any way
so as to be unable to manage his financial affairs, the Administrative Committee
may direct the Trustee to make the payment to such person, or to his legal
representative, or to a relative or friend of such person for his benefit, or
the Administrative Committee may direct the Trustee to apply the payment for the
benefit of such person in such manner as the Administrative Committee considers
advisable. Any payment made 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.

<page>

                       SECTION 8. Administrative Committee

8.1      Appointment of Administrative Committee

The Plan shall be administered by an Administrative Committee appointed by and
to serve at the pleasure of the Board of Directors of Tribune Company. All usual
and reasonable expenses of the Administrative Committee may be paid by the
Company, and any expenses not paid by the Company shall be paid by the Trustee
out of the principal or income of the Trust Fund. The members of the
Administrative Committee who are full-time employees of the Company or a Related
Company shall not receive any compensation from the Plan with respect to their
services for the Administrative Committee.

8.2      Powers and Duties

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

                  (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 in filing applications for benefits;

                  (c)      to make a determination as to the right of any person
                           to a benefit and to review any claim for benefits
                           under the Plan;

                  (d)      to request and receive from the Company 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 to the Company, 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.

<PAGE>


                         SECTION 9. Investment Committee

9.1      Appointment of Investment Committee

The investment practices of the Plan shall be coordinated by an Investment
Committee appointed by and to serve at the pleasure of the Board of Directors of
Tribune Company. All usual and reasonable expenses of the Investment Committee
may be paid by the Company, and any expenses not paid by the Company shall be
paid by the Trustee out of the principal or income of the Trust Fund. Members of
the Investment Committee who are full-time employees of the Company or a Related
Company shall not receive any compensation from the Plan with respect to their
services for the Investment Committee.

9.2      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:

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

                  (b)      to furnish to the Company, upon request, such reports
                           with respect to the investments of the Plan as 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's assets or any other
                           agents it deems advisable, including legal counsel.



                        SECTION 10. Committee Procedures

10.1     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, shall be
considered the action or instrument of such 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 Compensation Committee of the Board
of Directors of the Company 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 such committee, until the committee shall
file with the Trustee a written revocation of such designation.


<PAGE>

10.2     Procedures

The committees shall adopt such rules, regulations, and by-laws as they deem
necessary or desirable. All rules and decisions of the committees shall be
uniformly applied to all similarly situated Participants. When making a
determination, a committee may rely upon information furnished by the Company,
by legal counsel for the Company, or by the accountant for the Plan. Each
committee shall have one of its members as its 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 11. Limitations and Liabilities

11.1     Limitations on Additions to Participants' Accounts

                  (a)      The additions (as such term is hereinafter defined)
                           which may be credited to a Participant's accounts in
                           any Plan Year, when added to the additions credited
                           to such Participant's accounts for such year under
                           any other qualified defined contribution plan
                           maintained by the Company or any Related Company,
                           shall not exceed an amount equal to the lesser of (i)
                           $30,000 (or, if greater, 1/4 of the dollar limitation
                           in effect under Section 415(b)(1)(A) of the Internal
                           Revenue Code for the calendar year that begins with
                           or within that Plan Year), or (ii) 25 percent of the
                           Participant's "total compensation" (as defined below)
                           for such Plan Year.

                  (b)      For purposes of this Section, the term "additions"
                           for any Plan Year means (i) the Company's
                           contribution (including any Forfeitures applied as
                           part of the Company's contribution) made pursuant to
                           Section 3.1 and credited to his New Company
                           Contribution Account for that Plan Year under this
                           Plan; and (ii) any employer contributions, employee
                           contributions (other than qualified rollover
                           contributions or transferred amounts) and forfeitures
                           credited for that year to the Participant's accounts
                           in any other defined contribution plan maintained by
                           the Company or any Related Company.

                  (c)      For purposes of this Section, the term "total
                           compensation" means 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 the Company or a Related Company
                           (including, but not limited to, commissions paid to
                           salesmen, compensation for services based on

<PAGE>

                           a percentage of profits, commissions on insurance
                           premiums, tips, and bonuses), but excluding 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
                                    non-qualified 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;

                           (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); or

                           (v)      any amounts required to be excluded under
                                    Section 415 of the Internal Revenue
                                    Code and the regulations thereunder.

                  (d)      In the case of a Participant who is also a
                           participant in one or more qualified defined benefit
                           plans (whether or not terminated) maintained by the
                           Company or any Related Company, the additions which
                           may be credited to such Participant's accounts 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


<PAGE>

                                    accounts hereunder and under all other
                                    qualified defined contribution plans
                                    maintained by the Company 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 Company or a Related Company, and the
                                    denominator of which is the amount
                                    determined under Section 415(e)(2)(B) of the
                                    Internal Revenue Code.

                           Before the provisions of this paragraph (d) shall be
                           applied to reduce the additions to a Participant's
                           accounts for any Plan Year, the Participant's
                           projected annual benefit shall first be reduced to
                           the maximum extent permissible under any comparable
                           provision appearing in the qualified defined benefit
                           plan or plans under which such benefit is payable.

                  (e)      The provisions of this Section 11.1 shall be applied
                           after the additions shall be reduced under any other
                           defined contribution plan (other than an employee
                           stock ownership plan within the meaning of Section
                           4975(e)(7) of the Internal Revenue Code) maintained
                           by the Company or a Related Company.

                  (f)      Any amount that cannot be allocated to a
                           Participant's account because of the foregoing
                           limitations shall be reallocated among the accounts
                           of other Participants, pro rata, according to the
                           total compensation of such other Participants for
                           such Plan Year.

11.2     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 Employee any legal or equitable
right to be retained in the employ of the Company. Under no circumstances shall
the terms or conditions of any Employee's employment be modified or in any way
affected hereby.

11.3     Nonalienation of Benefits

                  (a)      Except to the extent provided in paragraph (b), the
                           rights or interest of any Participant or his
                           Beneficiaries to any benefits or future payments
                           hereunder shall not be subject to attachment,

<PAGE>

                           garnishment, or other legal process by any creditor
                           of any Participant or Beneficiary, nor shall any
                           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.

                  (b)      Paragraph (a) shall 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 Administrative Committee shall establish
                           reasonable procedures to determine the qualified
                           status of domestic relations orders and to administer
                           distributions under such qualified orders.

11.4     Limitation of Liability

Neither the Company, the Trustee, nor any member of the Investment or
Administrative Committee 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 Company, 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 Company and its officers and agents, and
the committees and the Trustee and their members or agents, from any and all
liability or obligation except as in this Paragraph provided.

11.5     Indemnification

The Company may, to the extent permitted by its articles of incorporation and
by-laws, and by the laws of the State in which it is incorporated, indemnify the
Administrative Committee and the Investment Committee, the individual members
thereof, and any employee or director of the Company or any Related Company
providing services to the Plan against any and all liabilities arising by reason
of any act, made in good faith pursuant to the provisions of the Plan, including
expenses reasonably incurred in the defense of any claim relating thereto.



                      SECTION 12. Amendment and Termination

12.1     Amendments

                  (a)      The Company reserves the right to make any amendment
                           or amendments to this Plan which do not reduce the
                           nonforfeitable percentage of any Participant's
                           account balances, and which do not permit any part of
                           the Trust Fund to be returned or repaid to the

<PAGE>

                           Company or any Related Company, except to the extent
                           permitted by Section 3.4.

                  (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 the 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 issued
                                    written notice of the Plan amendment by the
                                    Administrative Committee.

                  (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.

12.2     Termination; Discontinuance of Contributions

The Company shall have the right to terminate the Plan, in whole or in part.
Upon a termination or partial termination of the Plan, or upon the permanent
suspension of contributions by the Company, the benefits payable to each
Participant affected by such termination, partial termination, or suspension
shall become fully vested and nonforfeitable, and the Administrative 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 the Plan's assets to the trustee of a successor or substitute
plan qualified under Section 401(a) of the Internal Revenue Code. The
Administrative Committee may also direct that the Trust Fund be continued for a
specified period 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 and their Beneficiaries.

12.3     Merger, Consolidation, or Transfer of Assets

<PAGE>

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 13. Miscellaneous Provisions

13.1     ERISA

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

                  (b)      The Administrative Committee, the Investment
                           Committee, and the Company 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 Company, Investment
                           Committee, nor the Administrative 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 Company, the Investment Committee, and the
                           Administrative 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 Company, the
                           Investment Committee, nor the Administrative
                           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 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.

13.2     Delegation of Authority by the Company

Whenever the Company under the terms of this Plan is permitted or required to do
or perform any act, it shall be done or performed by the Board of Directors of
the Company or by any officer (or other person or committee of persons)
thereunto duly authorized by the articles of incorporation, by-laws, or Board of
Directors of the Company.

13.3     Applicable Law

<PAGE>

This Plan shall be construed according to ERISA and, to the extent not
inconsistent therewith, the laws of the State of California, except that nothing
in this Section 13.3 shall be construed as placing any restriction upon the
right of the Company 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 by-laws 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.

13.4     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 all persons
having or claiming to have any interest in this Plan.