EXHIBIT 4.9


                                FOURTH AMENDMENT
                                ----------------
                                       OF
                                       --
                                 TRIBUNE COMPANY
                                 ---------------
                      DEFINED CONTRIBUTION RETIREMENT PLAN
                      ------------------------------------



                  WHEREAS, Tribune Company (the "Company") maintains the Tribune
Company Defined Contribution Retirement Plan (the "Plan"); and

                  WHEREAS, the Plan has been amended from time to time and
further amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, by virtue and in exercise of the authority
reserved to the Company by Section 13.1 of the Plan and delegated to the
undersigned by resolution of its Board of Directors, the Plan be and is hereby
further amended in the following particulars:


                  1.       By rescinding the following particulars in the Second
Amendment of the Plan, effective January 1, 1997: Particulars 1, 3, 4, 5, 6, 7,
9, 10, and 11.

                  2.       By substituting "Committee" for "Administrative
Committee" and "Investment Committee" wherever either of the latter two phrases
appears in the Plan (except in Paragraphs 1.1(a) and 1.1(t)) and by adding the
following at the end of Paragraphs 1.1(a) and 1.1(t), effective January 1, 1996:


                           "The Administrative Committee and the Investment
                           Committee have been combined into one Committee
                           which, as of January 1, 1996, is known as the Tribune
                           Company Employee Benefits Committee and is referred
                           to herein as the Committee. The


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                           Committee has all of the functions, duties, rights
                           and responsibilities formerly entrusted to the
                           Administrative and Investment Committees."

                  3.       By substituting the parenthetical phrase "(as defined
in Internal Revenue Code Section 414(q)" for the parenthetical phrase "(as
defined in Section 3.3(b) below)" appearing in Paragraph 1.1(e), effective
July 1, 1994.

                  4.       By deleting the last sentence of Paragraph 1.1(e)
from the Plan, effective January 1, 1997.


                  5.       By substituting the following for Paragraph 1.1(l) of
the Plan, effective January 1, 1997:

                  "(l)     Eligible Employee:  Any Employee employed by an
                           -----------------
                           Employer who is eligible under the terms of a
                           Contribution Schedule to make contributions or to
                           have contributions made on his behalf; provided, that
                           an Employee shall not be an Eligible Employee

                           (i)      if he is a Leased Employee;

                           (ii)     to the extent that he is covered by a
                                    collective bargaining agreement to which an
                                    Employer is a party and during the
                                    negotiation of which retirement benefits
                                    were the subject of good faith bargaining,
                                    and which does not require his participation
                                    in the Plan;

                           (iii)    to the extent that his terms and conditions
                                    of employment are governed by an employment
                                    agreement that precludes his participation
                                    in the Plan;

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                           (iv)     to the extent that any services which he
                                    performs for an Employer are performed as an
                                    employee of a person service corporation,
                                    professional corporation or similar
                                    intervening corporate entity, regardless of
                                    whether the validity of that corporate
                                    entity is subsequently nullified by the
                                    Internal Revenue Service or any court; or

                           (v)      to the extent that the provisions of any
                                    applicable Supplement preclude his
                                    participation.

                           (vi)     if he is a member of a group of employees
                                    who have been excluded from eligibility to
                                    participate in the Plan by his Employer.

                           To the extent provided in any applicable Contribution
                           Schedule, an Eligible Employee will be a Covered
                           Employee with respect to one or more of the three
                           types of Employer Contributions described in Section
                           3.1 (salary reduction amounts, matching contributions
                           or basic contributions)."

                  6.       By substituting the following for Paragraph 1.1(m) of
the Plan, effective January 1, 1997:

                  "(m)     Employee.  Any Leased Employee and any individual who
                           --------
                           is classified by an Employer or Related Company as
                           its common law employee for purposes of employment
                           taxes and wage withholding for Federal incomes taxes.
                           If an individual is not considered an Employee in
                           accordance with the preceding phrase for a plan year,
                           a subsequent determination by the Employer or Related
                           Company, any governmental agency or court that the
                           individual is a common law employee of the Employer
                           or Related Company, even if such determination is
                           applicable to prior years, will not have a
                           retroactive


                                      -3-
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                           effect for purposes of eligibility to participate in
                           the Plan."

                  7.       By substituting the following for Paragraph 1.1(v) of
the Plan, effective January 1, 1997:

                  "(v)     Leased Employee.  Any person who is not otherwise an
                           ---------------
                           Employee and who, pursuant to an agreement between
                           the Employer and any other person (the `leasing
                           organization'), has performed services for the
                           Employer, or for the Employer and related persons
                           (determined in accordance with Section 414(n)(6) of
                           the Internal Revenue Code), under the primary
                           direction or control by the Employer or such related
                           persons, on a substantially full time basis for a
                           period of at least one year; 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 Employer's
                           nonhighly compensated workforce (as defined in
                           Section 414(n) of the Internal Revenue Code)."

                  8.       By substituting the following for Paragraph 1.1(gg)
of the Plan, effective January 1, 1998:

                  "(gg)    `Total Compensation'. The earned income, wages,
                           --------------------
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal
                           services actually rendered in the course of


                                      -4-

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                           employment with an Employer or Related Company,
                           determined in accordance with Section 415(a)(3) of
                           the Internal Revenue Code (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,
                           any elective deferral (as defined in
                           Section 402(g)(3) of the Internal Revenue Code) and
                           any amount contributed or deferred by the Employers
                           or Related Companies at the Participant's election
                           which is excludable from income under Section 125 of
                           the Internal Revenue Code); provided that a
                           Participant's Total Compensation taken into account
                           for any Plan Year shall be limited to $160,000 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.
                           Notwithstanding the previous sentence, a
                           Participant's Total Compensation shall not include
                           the following:

                           (i)      except as provided above, 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;

                                      -5-

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                           (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."

                  9.       By deleting subparagraphs (jj) and (kk) of
Section 1.1 from the Plan, effective April 4, 1999.

                  10.      By adding the following at the end of Section 2.2 of
the Plan, effective December 12, 1994:

         "Notwithstanding any provision of the Plan to the contrary,
         contributions, benefits, and service credit with respect to qualified
         military service will be provided in accordance with Section 414(u) of
         the Internal Revenue Code."

                  11.      By adding the following at the end of Section 3.1 of
the Plan, effective February 3, 1997:

         "Amounts by which a Participant's Compensation is reduced by a Salary
         Reduction Amount for any calendar month shall be paid to the trustee as
         soon as practicable thereafter, but no later than the 15th business day
         of the following month."

                  12.      By substituting the following for Paragraph 3.3(b)(i)
of the Plan, effective January 1, 1997:

                                      -6-

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                           "(i)     the term `Highly Compensated Employee' means
                                    any covered or former Employee who:

                                    (A)     was a 5 percent owner of an Employer
                                            or Related Company during the
                                            current or immediately preceding
                                            Plan Year; or

                                    (B)     received Annual Compensation of more
                                            than $80,000 (or such amount as may
                                            be determined by the Commissioner of
                                            Internal Revenue for that Plan Year)
                                            from the Employers and Related
                                            Companies during the immediately
                                            preceding Plan Year and was in the
                                            top-paid 20% of employees for such
                                            year."

                   13.     By deleting the last sentence of Paragraph 3.3(b)(iv)
and all of Paragraph 3.3(b)(v) from the Plan, effective January 1, 1997.

                   14.     By substituting the following for the third sentence
of Paragraph 3.3(c) of the Plan, effective January 1, 1997:

                           "If for a Plan Year the Salary Reduction Amounts made
                           on behalf of Highly Compensated Employees exceed the
                           foregoing limitation, the Committee shall refund the
                           excess Salary Reduction Amounts made on behalf of
                           Highly Compensated Employees in the order of their
                           Salary Reduction Amounts beginning with the largest
                           such amount to the extent necessary to meet the
                           foregoing limitations."

                                      -7-

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                  15.      By substituting the following for the second sentence
of Paragraph 3.3(d) of the Plan, effective January 1, 1997:

                           "If for a Plan Year the Employer Matching
                           Contributions made on behalf of Highly Compensated
                           Employees exceed the foregoing limitation, the
                           Committee shall reduce excess Employer Matching
                           Contributions made on behalf of Highly Compensated
                           Employees, in the order of their Employer Matching
                           Contributions, beginning with the largest such
                           contributions, to the extent necessary to meet the
                           foregoing limitation."

                  16.      By deleting the last sentence of Paragraph 3.3(e)
from the Plan, effective January 1, 1997.

                  17.      By deleting the last sentence of subparagraph 4.3(a)
of the Plan and by substituting the following for subparagraphs (i), (ii) and
(iii) of subparagraph 4.3(a) of the Plan, effective January 1, 1999.

                           "(i)     expenses for medical care previously
                                    incurred by the Participant, the
                                    Participant's spouse or dependents or
                                    expenses necessary for the person to obtain
                                    medical care;

                           (ii)     costs directly related to the purchase of a
                                    principal residence for the Participant
                                    (excluding mortgage payments);

                           (iii)    payment of tuition, related educational
                                    fees, and room and board expenses, for the
                                    next 12 months of post-secondary education
                                    for the Participant, or the Participant's
                                    spouse, children or dependents;


                                      -8-

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                           (iv)     Payments necessary to prevent the eviction
                                    of the Participant from the Participant's
                                    principal residence or foreclosure on the
                                    mortgage on that residence."

                  18.      By substituting the following for section 4.4 of the
Plan, effective April 4, 1999:

         "4.4     Withdrawals Due to Disability or After Age 59-1/2

                  A Participant who is Disabled or has attained age 59-1/2 may
         elect to receive a distribution of the entire amounts credited to his
         accounts. Any such election shall be made in writing filed with the
         Committee at least 30 days prior to the date as of which such
         distribution is to be made, and shall become irrevocable on the 30th
         day immediately preceding the distribution date."

                  19.      By adding the following at the end of Section 5.1 of
the Plan, effective April 4, 1999:

         "One Investment Fund shall be designated as the `Company Stock Fund,'
         which shall be invested primarily in shares of common stock of Tribune
         Company (`Company Stock')."

                  20.      By substituting the following for Section 6.2 of the
Plan, effective April 4, 1999:

         "6.2     Allocation of Employer Contributions

                  Employer contributions for each Plan Year shall be credited to
         the respective accounts of the Participants on whose behalf they are
         made as soon as practicable after such contributions are received by
         the Trustee, in accordance with rules established by the Committee. For
         purposes of allocating Employer contributions to accounts, the Employer
         contribution shall be considered allocated to accounts as of the last
         day of the applicable Plan Year. For purposes of investing accounts in
         investment funds pursuant to Section 5.2, Employer contributions shall
         be allocated to

                                      -9-

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         accounts as soon as practicable after they are received by the trustee
         in accordance with rules established by the Committee."

                  21.      By substituting the following for Section 6.3 of the
Plan, effective April 4, 1999:

         "6.3     Adjustment of Participants' Accounts

                  Each Participant's account shall be credited with his share of
         Employer contributions as of the date such contributions are received
         by the Trustee or as soon thereafter as practicable and shall be
         charged with the amount of any distribution or other payment as of the
         date such distribution or payment is made or as soon thereafter as
         practicable. Each account shall be adjusted to reflect earnings,
         losses, appreciation and depreciation of the Investment Fund or Funds
         in which the account is invested, or as otherwise determined to
         reasonably reflect the investment of the account. Each account shall be
         adjusted to reflect changes in the Investment Funds in which such
         account is invested pursuant to Participant direction in accordance
         with Section 5.2. Any credit, charge or adjustment made pursuant to
         this Section shall be made in accordance with rules established by the
         Committee and applied to all Participants on a uniform and
         nondiscriminatory basis."

                  22.      By substituting the following for Section 6.5 of the
Plan, effective April 4, 1999:

         "6.5     Statement of Accounts

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


                                      -10-

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                  23.      By substituting the following for the first sentence
of Section 7.4 of the Plan, effective April 4, 1999:

                  "If a Participant resigns or is dismissed from the employ of
         the Company and Related Companies before retirement or disability
         termination under Paragraph 7.1(a) or Paragraph 7.1(b), respectively,
         the amount available for distribution shall be determined in accordance
         with Section 7.6, except that the balance in the Participant's Part B
         and Part C Accounts (after all adjustments required under the Plan have
         been made) will be further adjusted by multiplying said balance by the
         Participant's `nonforfeitable percentage' at his Settlement Date."

                  24.      By substituting the following for Section 7.5 of the
Plan, effective April 4, 1999:

         "7.5     Forfeitures

                  The amount (if any) by which a Participant's Part B or Part C
         Account is reduced under Section 7.4 shall be a `Forfeiture.'

                  (a)      A Forfeiture shall be treated as a separate account
                           (not subject to adjustment under paragraph 6.3(b)
                           above) until the last day of the Plan Year during
                           which occurs the Participant's settlement date, and
                           then (unless (i) the Participant has been reemployed
                           by an Employer or Related Company on or before such
                           date, and before any distribution has been made to
                           him pursuant to Section 7.6 below or (ii) the
                           Forfeiture is to be applied in accordance with
                           Section 7.9(c) or paragraph (b) below) the portion of
                           such Forfeiture attributable to the prior Matching or
                           Basic Contributions (depending on whether the
                           Forfeiture arose from the Participant's Bart B or
                           Part C Account) of each Contributing Employer shall
                           be applied to reduce that Contributing Employer's
                           Matching or Basic Contributions (as the case may be)
                           for the next following calendar quarter pursuant to
                           Section 3.1(b) or (c) above.  The portion of any
                           Forfeiture attributable to the prior contributions of

                                      -11-


<PAGE>

                           any Contributing Employer shall be taken as that
                           portion of such Forfeiture which the contributions
                           made by that Contributing Employer and credited to
                           the related Part B or Part C Account of the
                           Participant with respect to whom the Forfeiture arose
                           bear to the total contributions of all Contributing
                           Employers that were credited to that account.

                  (b)      If the Participant is reemployed by an Employer or
                           Related Company before the Participant incurs five
                           consecutive Breaks in Service, the amount of the
                           Forfeiture arising from that Participant's Part B or
                           Part C Account may be reinstated as described below
                           in this paragraph (b).  Such Participant may repay to
                           the Trustee (within five years after reemployment)
                           the total amount distributed to him from all of his
                           accounts, and the Forfeiture which arose from any
                           such account as a result of his earlier termination
                           of employment shall be credited to that account, in
                           accordance with rules established by the Committee.
                           Forfeitures which are to be credited to a
                           Participant's Part B or  Part C Account under this
                           paragraph (b) shall be drawn first from Forfeitures
                           otherwise to be applied to reduce Employer Matching
                           or Basic Contributions under this paragraph (b)
                           (after any application of Forfeitures under
                           Section 7.9(c)); and then from special Employer
                           contributions which shall be made to the extent
                           necessary to reinstate Forfeitures as required under
                           this paragraph (b)."

                  25.      By adding the following at the end of Section 7.6 of
the Plan, effective April 4, 1999:

         "All distributions to a Participant or Beneficiary shall be made in
         cash; provided, that a Participant or Beneficiary may, upon request
         filed with the Committee in such manner and at such time as the
         Committee may determine, elect to receive all of those amounts credited
         to his accounts which are invested in the Company Stock Fund in whole
         shares of Company Stock."

                                      -12-

<PAGE>

                  26.      By substituting the following for Section 7.7 of the
Plan, effective April 4, 1999:

         "7.7     Amount Available for Distribution

                  The amount available for distribution to a Participant or his
         Beneficiary shall be the balance credited to the Participant's Accounts
         (subject to any vesting-related reduction under Section 7.4) as of the
         date the distribution is made, as determined in accordance with rules
         established by the Committee."

                  27.      By substituting the following for Paragraph 7.9(b) of
the Plan, effective January 1, 1997:

                  "(b)     Payments to a Participant shall commence no later
                           than the April 1 of the calendar year next following
                           the later of the calendar year in which the
                           participant attains age 70 1/2 or the calendar year
                           in which his Settlement Date occurs (`required
                           commencement date'); provided, however, that the
                           required commencement date of a participant who is a
                           five percent owner (as defined in Section 416 of the
                           Internal Revenue Code) with respect to the Plan Year
                           ending in the calendar year in which he attains age
                           70 1/2 shall be April 1 of the next following
                           calendar year. Notwithstanding any other provision of
                           the Plan to the contrary, all distributions hereunder
                           shall be made in accordance with the minimum
                           distribution requirements contained in Section
                           1.401(a)(9)-1, and the minimum distribution
                           incidental benefit requirements contained in Section
                           1.401(a)(9)-2 of the proposed Treasury Regulations,
                           or in the corresponding Sections of any final
                           Treasury Regulations issued under Section 401(a)(9)
                           of the Internal Revenue Code."

                                      -13-

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                  28.      By substituting the following for Paragraph 7.11(b)
of the Plan, effective January 1, 1999:

                  "(b)     Definition of Eligible Rollover Distribution.  An
                           --------------------------------------------
                           eligible rollover distribution is any distribution of
                           all or any portion of the balance to the credit of
                           the distributee, except that an eligible rollover
                           distribution does not include: any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Internal Revenue Code; any distribution that is a
                           hardship distribution (as described in Section
                           401(k)(2)(B)(i)(IV) of the Internal Revenue Code);
                           and that portion of any distribution that is not
                           includible in gross income."

                  29.      By adding the following at the end of Paragraph
11.1(c) of the Plan, effective January 1, 2000:

         "The provisions of this Paragraph 11.1(c) shall not be effective for
         any Plan Year beginning after December 31, 1999."

                  30.      By adding the following at the end of Section 14.5 of
the Plan, effective January 1, 2000:

         "The provisions of this Section 14.5 shall not be effective for any
         Plan Year beginning after December 31, 1999."

                                      -14-

<PAGE>

                  31.      By substituting the following for Supplement C to the
Plan, effective January 1, 1997:


                                  "SUPPLEMENT C

                    Special Rules Relating to the Transfer of
                      Certain Part A and Part B Accounts to
                     Tribune Company Savings Incentive Plan



                  C-1. Introduction. The purpose of this Supplement C is to set
                       ------------
         forth special rules relating to the transfer of certain Part A and Part
         B Accounts to Tribune Company Savings Incentive Plan ('SIP') effective
         as of the close of business on December 31, 1996. Effective January 1,
         1997, certain Participants are eligible to participate in and make
         salary reduction contributions to the SIP, subject to the terms
         thereof, and therefore are no longer eligible to make salary reduction
         contributions to this plan. As used in this Supplement C, the term
         'Supplement C Participant' shall mean any Participant other than a
         Participant described in either Contribution Schedule No. 6 or No. 7.

                  C-2. Transfers. Part A and Part B Accounts of Supplement C
                       ---------
         Participants are being transferred to the SIP as of the close of
         business on December 31, 1996 and thereafter the Plan with respect to
         such Accounts will be continued in the form of the SIP. The transfer of
         such Account balances to the SIP shall be made in accordance with
         Sections 401(a)(12) and 414(l) of the Internal Revenue Code and the
         regulations thereunder.

                  C-3. Transfer of Assets. Assets in the Trust equal to the Part
                       ------------------
         A and Part B Account balances that are transferred to the SIP pursuant
         to this Supplement C shall be transferred to the Trust that funds
         benefits under the SIP. Such transfer shall take place at such time and
         in such form as shall be agreed upon between the Trustees of the two
         trusts.

                  C-4. Opening Account Balances. All Part A and Part B Accounts
                       ------------------------
         maintained under the Plan for Supplement C Participants shall be
         adjusted as of the effective date of transfer in accordance with the
         provisions of Section 6 of the Plan. The net credit balances in such
         Accounts, as so adjusted as of that date, shall constitute the opening
         net credit balances in the Part A and Part B Accounts to be maintained
         for such Participants under the SIP. Thereafter, such Accounts shall be
         adjusted in accordance with the provisions of the SIP. Participants
         shall

                                      -15-

<PAGE>
         always have a nonforfeitable interest in the amounts transferred
         from this Plan to their Accounts under the SIP.

                  C-5.     Transfer of Records.  On or as soon as practicable
                           -------------------
         after the date of transfer, the Committee under the Plan shall transfer
         to the committee responsible for the administration of the SIP such
         administrative records maintained under the Plan with respect to
         Participants as necessary to administer the SIP.

                  C-6.     Use of Terms.  Terms used in this Supplement C with
                           ------------
         respect to the Plan shall, unless otherwise defined in this Supplement
         C, have the meanings of those terms as defined in the Plan."

                  32.      By substituting the following for Contribution
Schedule No. 6 to the Plan, effective January 1, 1997:


                          "CONTRIBUTION SCHEDULE NO. 6

                  The following provisions of this Contribution Schedule shall
         constitute a part of the Tribune Company Defined Contribution
         Retirement Plan (the "Plan") as contemplated by Section 3.1 thereof,
         and shall apply to those Participants in the Plan who are Covered
         Employees of the following Contributing Employers:

         Contributing Employers:
         ----------------------

                  WPIX Inc.

         Eligible Employees:
         ------------------

                  This Contribution Schedule shall apply to each Employee of
         WPIX Inc. who would otherwise be an Eligible Employee in accordance
         with Section 1.1(l) of the Plan and whose terms and conditions of
         employment are governed by a collective bargaining agreement between
         WPIX Inc. and the Newspaper Guild that calls for participation in this
         Plan.

         Salary Reduction Amounts:
         ------------------------

                  As provided in Section 3 of the Plan.

         Schedule Matching Percentage (Plan Section 3.1(b)):
         -------------------------------------------------



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<PAGE>

                  None.

         Matched Salary Reduction Amount (Plan Section 3.1(b)):
         -----------------------------------------------------

                  None.

         Basic Contribution (Plan Section 3.1(c)):
         ----------------------------------------

                  None.

         General:
         -------

                  The terms used in this Contribution Schedule which are defined
         in the Plan shall have the same meanings assigned to them for purposes
         in the Plan.

                  The provisions of this Contribution Schedule shall be
         effective as of April 1, 1995."

                  33.      By substituting the following for Contribution
Schedule No. 7 to the Plan, effective January 1, 1997:


                          "CONTRIBUTION SCHEDULE NO. 7

                  The following provisions of this Contribution Schedule shall
         constitute a part of the Tribune Company Defined Contribution
         Retirement Plan (the 'Plan') as contemplated by Section 3.1 thereof,
         and shall apply to those Participants in the Plan who are Covered
         Employees of the following Contributing Employers:

         Contributing Employers:
         ----------------------

                  WLVI, Inc.

         Eligible Employees:
         ------------------

                  This Contribution Schedule shall apply to each Employee of
         WLVI, Inc. who would otherwise be an Eligible Employee in accordance
         with Section 1.1(l) of the Plan and whose terms and conditions of
         employment are governed by a collective bargaining agreement between
         WLVI, Inc . and the International Brotherhood of Electrical Workers
         Local #1228 that calls for participation in this Plan.


                                      -17-

<PAGE>

         Salary Reduction Amounts:
         ------------------------

                  As provided in Section 3 of the Plan.

         Schedule Matching Percentage (Plan Section 3.1(b)):
         --------------------------------------------------

                  None.

         Matched Salary Reduction Amount (Plan Section 3.1(b)):
         -----------------------------------------------------

                  None.

         Basic Contribution (Plan Section 3.1(c)):
         ----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
         a Contributing Employer designated above, an amount equal to the
         following percent of his Compensation paid by that Contributing
         Employer during that calendar quarter:

                  2% effective July 1, 1994
                  3% effective January 1, 1996

         General:

                  The terms used in this Contribution Schedule which are defined
         in the Plan shall have the same meanings assigned to them for purposes
         in the Plan.

                  The provisions of this Contribution Schedule shall be
effective as of July 1, 1994."



                                      -18-