EXHIBIT 4.5


                                    WPIX INC.
                                    --------

                        HOURLY EMPLOYEES' RETIREMENT PLAN
                        ---------------------------------





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                                TABLE OF CONTENTS

                                                                            Page

SECTION 1......................................................................1
         Definitions and Construction..........................................1
                  1.1      Definitions.........................................1
                  1.2      Construction........................................8
                  1.3      Plan Supplements....................................8

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

SECTION 3.....................................................................11
         Company Contributions................................................11
                  3.1      Annual Company Contributions.......................11
                  3.2      Limitations on Company Contributions...............11
                  3.3      Payment of Company Contributions...................11
                  3.4      Nonreversion.......................................12

SECTION 4.....................................................................13
         Accounting...........................................................13
                  4.1      Participants' Accounts.............................13
                  4.2      Allocation of Company Contributions................13
                  4.3      Adjustment of Participants' Accounts...............13
                  4.4      Statement of Accounts..............................15

SECTION 5.....................................................................16
         Benefits.............................................................16
                  5.1      Settlement Date....................................16
                  5.2      Retirement or Disability Termination...............16
                  5.3      Death..............................................16
                  5.4      Resignation or Dismissal...........................17
                  5.5      Payment of Benefits................................18
                  5.6      Amount Available for Distribution..................18
                  5.7      Form of Distribution...............................19
                  5.8      Commencement of Benefit Payments...................19
                  5.9      Facility of Payment................................20


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SECTION 6.....................................................................21
         Administrative Committee.............................................21
                  6.1      Appointment of Administrative Committee............21
                  6.2      Powers and Duties..................................21

SECTION 7.....................................................................23
         Investment Committee.................................................23
                  7.1      Appointment of Investment Committee................23
                  7.2      Powers and Duties..................................23

SECTION 8.....................................................................24
         Committee Procedures.................................................24
                  8.1      Quorum.............................................24
                  8.2      Procedures.........................................24

SECTION 9.....................................................................25
         Limitations and Liabilities..........................................25
                  9.1      Limitations on Additions to Participants' Acco.....25
                  9.2      Nonguarantee of Employment.........................28
                  9.3      Nonalienation of Benefits..........................28
                  9.4      Limitation of Liability............................28
                  9.5      Indemnification....................................29

SECTION 10....................................................................30
         Amendment and Termination............................................30
                  10.1     Amendments.........................................30
                  10.2     Termination; Discontinuance of Contributions.......31
                  10.3     Merger, Consolidation, or Transfer of Assets.......31

SECTION 11....................................................................32
         Miscellaneous Provisions.............................................32
                  11.1     ERISA..............................................32
                  11.2     Delegation of Authority by the Company.............32
                  11.3     Applicable Law.....................................33
                  11.4     Legal Actions......................................33


                                      -ii-

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                                    WPIX INC.
                                    ---------
                        HOURLY EMPLOYEES' RETIREMENT PLAN
                        ---------------------------------

                  WPIX Inc. Hourly Employees' Retirement Plan has been
established by WPIX Inc. for the benefit of its eligible employees, to enable
WPIX Inc. to provide for their future security. The plan is intended to
constitute a plan that meets 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


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                           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.

                  (d)      Company.  WPIX Inc., a New York corporation, or its
                           -------
                           successor or successors.

                  (e)      Computation Period.  For purposes of determining an
                           ------------------
                           Employee's or Participant's Breaks in Service or a
                           Participant's nonforfeitable (i.e., vested) right to
                           his account under Section 5.4, his Computation Period
                           shall be the calendar year (including any calendar
                           year that begins prior to the Effective Date).

                  (f)      Disabled; Disability. A Participant's total and
                           --------------------
                           permanent inability to engage in any substantial
                           gainful activity by reason of any physical or mental
                           conditions which entitles the Participant to
                           Disability Insurance Benefits under the Social
                           Security Act.

                  (g)      Effective Date.  July 1, 1991.
                           --------------

                  (h)      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 if he is a
                           Leased Employee.

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

                  (j)      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.

                  (k)      Forfeitures.  The term "Forfeiture" as used in the
                           -----------
                           Plan shall mean:

                           (i)      the amount (if any) by which a Participant's
                                    account is reduced under Section 5.4 as of
                                    the


                                      -2-

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                                    Valuation Date occurring on the last day of
                                    the Plan Year in which his Settlement Date
                                    occurs (unless the Participant has been
                                    reemployed by the Company or a related
                                    company on or before that Valuation
                                    date), which amount shall be treated as a
                                    separate account (not subject to adjustment
                                    under Paragraph 4.3(b) above) until the
                                    earlier of the date of the Participant's
                                    reemployment (as of which date such amount
                                    would be reinstated to his account and cease
                                    to be a Forfeiture) or said Valuation Date
                                    (when such amount would be applied as
                                    described in Paragraph 2.2(d) below); and

                           (ii)     a Forfeiture arising under Paragraph 5.8(c)
                                    below.

                  (l)      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.

                  (m)      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

                                      -3-

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                                    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
                                    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

                                      -4-

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                                    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 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,


                                      -5-

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                                    including any hour described in
                                    subparagraphs (i) through (v) above which is
                                    attributable to a period of employment with
                                    the Company or with a Related Company either
                                    prior to the Effective Date or in a
                                    capacity other than as an Eligible Employee,
                                    regardless of whether he was then a
                                    participant in this Plan or in the
                                    WPIX-Local 1212 Pension Plan.

                  (n)      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.

                  (o)      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.

                  (p)      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 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).

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

                                      -6-

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                  (r)      Participant.  An Eligible Employee who has become a
                           -----------
                           Participant in accordance with the provisions of
                           Section 2.1.

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

                  (t)      Plan Year.  A calendar year; provided, that the
                           ---------                    --------
                           initial Plan Year shall be the period beginning on
                           the Effective Date and ending on December 31, 1991.

                  (u)      Related Company.  Any corporation or business
                           ---------------
                           organization which is a member of a controlled group
                           of corporations which 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 9.1, Sections
                           414(b) and 414(c) of the Internal Revenue Code shall
                           be applied as modified by Section 415(h) thereof.

                  (v)      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.

                  (w)      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 (to which the Company may also
                           be a party if requested by the proposed Trustee),
                           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


                                      -7-

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                           carrying out its responsibilities described in this
                           subparagraph.

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

                  (y)      Valuation Date.  The last day of each Plan Year and
                           --------------
                           such other date that may be designated as a Valuation
                           Date by the Administrative Committee.

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


1.2      Construction

                  Wherever any words are used herein in the masculine gender,
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein in
the singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply. Headings of sections and
subsections of this Plan are inserted for convenience of reference, 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.

                                      -8-

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                                    SECTION 2

                                   Eligibility


2.1      Conditions of Eligibility

                  Each Eligible Employee on the Effective Date who immediately
prior thereto was a participant in the WPIX-Local 1212 Pension Plan, shall
become a Participant in this Plan as of the Effective Date. Each other Eligible
Employee shall become a Participant on his "applicable date" (i.e., the later of
the Effective Date or the date as of which he first became an Eligible
Employee).


2.2      Reemployment

                  (a)      If an Employee incurs a one-year Break in Service and
                           is thereafter reemployed by the Company as an
                           Eligible Employee, he shall become a Participant as
                           of the later of the Effective Date or the date of his
                           reemployment.

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

                                      -9-

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                  (d)      If a Participant who incurred a Forfeiture under
                           Section 5.4 below as a result of his termination of
                           employment is reemployed by the Company or a Related
                           Company before the Participant incurs five
                           consecutive Breaks in Service, the amount of the
                           Forfeiture that arose from that Participant's account
                           as a result of his earlier termination of employment
                           shall be credited to his account as of the Valuation
                           Date occurring at the end of the Plan Year during
                           which such reemployment occurs, in accordance with
                           Paragraph 4.3(b)(iv). Forfeitures which are to be
                           credited to a Participant's account as of a
                           Valuation Date under this paragraph (d) shall be
                           drawn first from Forfeitures described in Paragraph
                           1.1(k)(i) above (after any application of such
                           Forfeitures under Paragraph 5.8(c)) which would
                           otherwise be applied as of that date under Section
                           3.1 below); and then from special Company
                           contributions which shall be made as of that date to
                           the extent necessary to reinstate Forfeitures as
                           required under this paragraph (d).


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 5 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 Participant as of that
same date.


                                      -10-

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                                    SECTION 3

                              Company Contributions


3.1      Annual Company Contributions

                  For each Plan Year, the Company will contribute on behalf of
each Participant who completed at least 1,000 Hours of Service during the Plan
Year, an amount determined under the applicable provisions of the collective
bargaining agreement referenced in Section 1.1(h) above which provides for his
participation in the Plan. For each Plan Year, the Company will also contribute
on behalf of each Participant who did not complete 1,000 Hours of Service during
that year but who during a portion of that year was scheduled (on an annualized
basis) to have completed at least 1,000 Hours of Service during that year, a
reduced amount determined by applying the contribution rate provided under said
collective bargaining agreement to the portion of the year during which he was
so scheduled. (For purposes of the initial Plan Year, any references in this
Section 3.1 to 1,000 Hours of Service shall be taken to mean 500 Hours of
Service.) The amount of any Forfeitures that arise during a Plan Year shall be
applied to reduce (i.e., to form a part of) the Company's contribution under
this Section 3.1 for the following Plan Year, beginning with the contribution
due for the first calendar month of that following Plan Year under Section 3.3
below and for as many months (if any) thereafter in that year as are necessary
to exhaust that Forfeiture; and the Company's contribution for said following
Plan Year, 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 Forfeitures 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 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

                  For each Participant who is scheduled to complete at least
1,000 Hours of Service during a Plan Year (or at least 500 Hours of Service in
the case of the initial Plan Year), the Company's contribution on his behalf for
that year (or for such lesser portion of that year during which he is so
scheduled) under Section 3.1 above shall be made on a monthly basis, and shall
be due within 25 days after the end of that month.

                                      -11-


<page>

For each Participant who is scheduled to complete fewer than 1,000 Hours of
Service during a Plan Year, the Company's total contribution for a Plan Year
under Section 3.1 above shall be due as of the last day of that Plan Year and,
if not paid by the end of that year, shall be payable to the Trustee thereafter,
without interest, no later than the time prescribed by law for filing the
Company's federal income tax return for that year, including extensions thereof.


3.4      Nonreversion

                  In no event shall the principal or income of the Trust Fund be
paid to or revert to the 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
subparagraph (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 or the initial qualification of the Plan, respectively, unless
expressly provided to the contrary by the Company in writing as to a particular
contribution.

                                     -12-

<PAGE>



                                    SECTION 4

                                   Accounting


4.1      Participants' Accounts

                  The Administrative Committee shall establish and maintain a
separate account in the name of each Participant, showing the Company
contributions under Section 3.1 above made on behalf of the Participant, and the
income, losses, appreciation and depreciation attributable thereto.


4.2      Allocation of Company Contributions

                  Company contributions under Section 3.1 above for each Plan
Year shall be credited to the respective accounts of the Participants on whose
behalf they are made, as of the Valuation Date occurring on the last day of that
Plan Year, in accordance with the applicable provisions of Section 4.3 below.
For purposes of this Section 4, the Company's contribution under Section 3.1 for
any Plan Year (including any Company contributions made on a monthly basis
pursuant to Section 3.3) will be considered to have been made on the Valuation
Date occurring on the last day of that Plan Year, regardless of when paid to the
Trustee.


4.3      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 the Trust 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 the
                           Trust Fund for the Valuation Period by deducting from
                           the fair market value thereof the sum of:

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

                           (ii)     the fair market value of the Trust Fund as
                                    of the next preceding valuation, reduced by
                                    any distributions or other proper payments
                                    from


                                      -13-

<page>

                                    the Trust Fund made during the Valuation
                                    Period.

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

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

                           (i)      First:  Allocate to the account of each
                                    -----
                                    Participant its share of the increase or
                                    decrease for the Valuation Period in the net
                                    worth of the Trust Fund on the basis of the
                                    ratio that that account balance (increased
                                    by one-half of the amount of Company
                                    contributions to be credited to that
                                    account under subparagraph (ii) below for
                                    that Valuation Period) bears to the total of
                                    all account balances under the Plan
                                    (increased by one-half of the amount of
                                    Company contributions to be credited to all
                                    Participants' accounts under subparagraph
                                    (ii) below for that Valuation Period);

                           (ii)     Second: After making the adjustments
                                    ------
                                    described above, credit the account balance
                                    of each Participant with the Company
                                    contribution made under Section 3.1 on
                                    behalf of the Participant during the
                                    Valuation Period (including any Forfeitures
                                    applied as part of such contribution for
                                    that Valuation Period);

                           (iii)    Third: After making the adjustments
                                    -----
                                    described above, reduce the account balance
                                    of each Participant by the amount of any
                                    distributions or other proper payments from
                                    such account requested during the Valuation
                                    Period by or on behalf of the Participant;
                                    and


                                      -14-

<page>

                           (iv)     Fourth: After making the adjustments
                                    -------
                                    described above, credit the account of any
                                    reemployed Participant with the amount of
                                    any Forfeitures to be reinstated to that
                                    account as of that Valuation Date, pursuant
                                    to Paragraph 2.2(d).

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


4.4      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 account 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.

                                      -15-

<PAGE>



                                    SECTION 5

                                    Benefits


5.1      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)      Disability Termination:  The date of the
                           ----------------------
                           Participant's termination of employment at any age
                           prior to his Normal Retirement Date due to a
                           Disability.

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

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


5.2      Retirement or Disability Termination

                  If a Participant's employment with the Company and Related
Companies is terminated because of retirement or disability termination under
Paragraph 5.1(a) or 5.1(b), respectively, the amount available for distribution
from his account shall be determined in accordance with Section 5.6 and shall be
distributable to him under Section 5.5.


5.3      Death

                  (a)      If a Participant dies before his amount available for
                           distribution has been distributed to him or for his
                           benefit, the Participant's Beneficiary shall have a
                           nonforfeitable right to receive the full amount
                           available for distribution from the Participant's
                           account.

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

                                      -16-

<page>

                           any benefits available hereunder upon his death.
                           Subject to the provisions of Paragraph 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.


5.4      Resignation or Dismissal

                  If a Participant resigns or is dismissed from the employ of
the Company and Related Companies before retirement or disability termination
under Paragraph 5.1(a) or Paragraph 5.1(b), respectively, the amount available
for distribution shall be determined in accordance with Section 5.6, except that
the balance in the Participant's account as at the Valuation Date coincident
with or next following the Participant's Settlement Date (after all adjustments
required under the Plan as of that Valuation Date have been made) will be
further adjusted by multiplying said balance by the Participant's
"nonforfeitable percentage" at his Settlement Date. A Participant's
nonforfeitable percentage will be determined in accordance with the following
table based on his number of years of Service at his Settlement Date:

                  If the Participant's
                  number of years of                 Then his nonforfeitable
                  Service is:                        percentage shall be:
                  --------------------               --------------------

                  Less than five                               0%
                  Five or more                               100%

The resulting amount available for distribution from the Participant's account,
consisting of the adjusted nonforfeitable balance in the Participant's account
after the adjustments described above, will be distributable to the Participant
under Section 5.5.

                                      -17-

<page>

5.5      Payment of Benefits

                  When a Participant or his Beneficiary becomes entitled to a
distribution pursuant to Section 5.2, 5.3 or 5.4, the amount available for
distribution shall be paid to the Participant or his Beneficiary, as the case
may be, in a lump sum.


5.6      Amount Available for Distribution

                  The amount available for distribution to a Participant or his
Beneficiary shall be the balance credited to the Participant's account (subject
to any vesting-related reduction under Section 5.4) as of the later 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 vested
                           account balance 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 the 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

                  (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 vested account
                           balance 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 such form and at such
                           time prior to his Settlement Date as may be required
                           under uniform rules established by the Administrative
                           Committee.

A Participant's account 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.
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
Normal or Late Retirement or his disability termination or


                                      -18-

<page>


death shall be determined as of the Valuation Date coinciding with or
immediately following the date on which his leave of absence expired.


5.7      Form of Distribution

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


5.8      Commencement of Benefit Payments

                  (a)      Except to the extent provided below in this Section
                           5.8 and in Section 5.6 above, when a Participant or
                           his Beneficiary becomes entitled to a distribution,
                           the Administrative Committee shall direct the Trustee
                           to make payment of amounts due from the Participant's
                           account during the period beginning on the
                           Participant's Settlement Date and ending 60 days
                           after the last day of the Plan Year during which that
                           Settlement Date occurred; provided, that if the
                           amount available for distribution cannot be
                           determined by the last day of that period, 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 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.

                  (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, in its exclusive discretion, direct
                           that the amounts then credited to the Participant's
                           account be treated as a Forfeiture and applied to
                           reduce future Company contributions to the Plan in
                           accordance with Section 3.1; provided, that if the
                                                        --------
                           Former Participant or his Beneficiary subsequently
                           makes a claim for such amounts, the amount forfeited
                           shall be restored to his account and distributed in
                           accordance with the provisions of Section 5.5.  Any
                           amounts so restored shall be



                                      -19-

<page>

                           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.


5.9      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 Section shall be a complete discharge of any
liability for the making of such payment under the provisions of the Plan.


                                      -20-


<PAGE>



                                    SECTION 6

                            Administrative Committee


6.1      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.


6.2      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;

                                      -21-

<page>

                  (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.



                                      -22-

<PAGE>



                                    SECTION 7

                              Investment Committee


7.1      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.


7.2      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.


                                      -23-

<PAGE>



                                    SECTION 8

                              Committee Procedures


8.1      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.


8.2      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.


                                      -24-

<PAGE>



                                    SECTION 9

                           Limitations and Liabilities


9.1      Limitations on Additions to Participants' Accounts

                  (a)      The additions (as such term is hereinafter defined)
                           which may be credited to a Participant's account in
                           any Plan Year, 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 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 a
                           percentage of profits, commissions on insurance
                           premiums, tips, and bonuses), but excluding the
                           following:

                                      -25-

<page>

                           (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 account for any
                           Plan Year shall be further reduced so that the sum of
                           the "defined contribution fraction" and the "defined
                           benefit fraction" for such Participant for such Plan
                           Year shall not exceed 1.0. For the purposes of this
                           paragraph:


                                      -26-

<page>

                           (i)      the term "defined contribution fraction"
                                    shall mean a fraction, the numerator of
                                    which is the sum of the total annual
                                    additions made to the Participant's accounts
                                    hereunder, and under all other qualified
                                    defined contribution plans maintained by the
                                    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 9.1 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.

                  (g)      Any applicable maximum limitations contained in the
                           foregoing provisions of this Section 9.2 and
                           expressed as a

                                      -27-

<page>

                           dollar amount rather than as a percentage of total
                           compensation shall be reduced to one-half thereof
                           when applied to the initial Plan Year.


9.2      Nonguarantee of Employment

                  Neither the establishment of the Plan or the Trust Fund, nor
any modification thereof, nor the creation of any fund or account, nor the
payment of any benefits, shall be construed as giving to any 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.


9.3      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,
                           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.


9.4      Limitation of Liability

                  Neither the Company, the Trustee, nor any member of the
Investment or Administrative Committees guarantees the Trust Fund against loss
or depreciation, and none of them shall be liable for any act or failure to act
which is made in good faith pursuant to the provisions of the Plan, except to
the extent required by applicable law. It is expressly understood and agreed by
each Employee who becomes a Participant that, except for its or their willful
misconduct or gross neglect, neither the Company, nor the


                                      -28-

<page>

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.


9.5      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.


                                      -29-

<PAGE>



                                   SECTION 10

                            Amendment and Termination


10.1     Amendments

                  (a)      The Company reserves the right, to the extent not
                           inconsistent with the allocation of rights among the
                           parties to any collective bargaining agreement
                           referenced in Paragraph 1.1(h) above, 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 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


                                     -30-

<page>

                           such percentage determined without regard to such
                           amendment.


10.2     Termination; Discontinuance of Contributions

                  The Company shall have the right, to the extent not
inconsistent with the allocation of rights among the parties to any collective
bargaining agreement referenced in Paragraph 1.1(h) above, 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.


10.3     Merger, Consolidation, or Transfer of Assets

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

                                      -31-


<PAGE>



                                   SECTION 11

                            Miscellaneous Provisions


11.1     ERISA

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

                  (b)      The 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.


11.2     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.

                                      -32-


<page>

11.3     Applicable Law

                  This Plan shall be construed according to ERISA and, to the
extent not inconsistent therewith, the laws of the State of New York, except
that nothing in this Section 11.3 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.


11.4     Legal Actions

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


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