EXHIBIT 4.5


                                  TIMES MIRROR

                               SAVINGS PLUS PLAN

                                1997 RESTATEMENT



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                                TABLE OF CONTENTS

Article                                                                     Page
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ARTICLE I.  DEFINITIONS........................................................2

1.1.  Accounts.................................................................2
1.2.  Active Participant.......................................................3
1.3.  Actual Deferral Percentage...............................................3
1.4.  Alternate Payee..........................................................3
1.5.  Annual Additions.........................................................3
1.6.  Annual Dollar Limit......................................................3
1.7.  Average Contribution Percentage..........................................4
1.8.  Authorized Leave of Absence..............................................4
1.9.  Basic Compensation.......................................................4
1.10.  Basic Deferral..........................................................5
1.11.  Beneficiary.............................................................5
1.12.  Board Delegate..........................................................5
1.13.  Board of Directors......................................................6
1.14.  Break in Service........................................................6
1.15.  Code....................................................................7
1.16.  Committee...............................................................7
1.17.  Company Contributions...................................................7
1.18.  Company Matching Contributions..........................................7
1.19.  Company Stock...........................................................7
1.20.  Company Stock Fund A....................................................8
1.21.  Company Stock Fund C....................................................8
1.22.  Compensation............................................................8
1.23.  Contractor's Employee...................................................9
1.24.  Contribution Percentage.................................................9
1.25.  Cox Stock...............................................................9
1.26.  Cox Stock Fund..........................................................9
1.27.  Deferral Limitation.....................................................9
1.28.  Deferral Percentage.....................................................9
1.29.  Defined Benefit Fraction................................................9
1.30.  Defined Contribution Fraction...........................................9
1.31.  Disability..............................................................9
1.32.  Distributable Benefit..................................................10
1.33.  Early Retirement Date..................................................10
1.34.  Effective Date.........................................................10
1.35.  Eligible Employee......................................................10
1.36.  Eligible Retirement Plan...............................................10
1.37.  Eligible Rollover Distribution.........................................11
1.38.  Eligibility Service....................................................11
1.39.  Employee...............................................................11
1.40.  Employment Commencement Date...........................................11
1.41.  ERISA..................................................................11
1.42.  Five Percent Owner.....................................................11

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1.43.  Forfeiture.............................................................11
1.44.  Former Code............................................................11
1.45.  Hardship...............................................................12
1.46.  Highly Compensated Employee............................................12
1.47.  Hour of Service........................................................13
1.48.  Inactive Participant...................................................13
1.49.  Independent Contractor.................................................13
1.50.  Investment Fund........................................................13
1.51.  Investment Manager.....................................................13
1.52.  Leased Employee........................................................13
1.53.  Leveling Method........................................................13
1.54.  Limitation Year........................................................14
1.55.  Military Leave.........................................................14
1.56.  Named Fiduciary........................................................14
1.57.  Normal Retirement Date.................................................14
1.58.  Participant............................................................14
1.59.  Participant Deferrals..................................................15
1.60.  Participating Company..................................................15
1.61.  Payee..................................................................15
1.62.  Payroll Date...........................................................15
1.63.  Plan...................................................................15
1.64.  Plan Administrator.....................................................16
1.65.  Plan Representative....................................................16
1.66.  Plan Sponsor...........................................................16
1.67.  Plan Year..............................................................16
1.68.  Predecessor Plan.......................................................16
1.69.  Readily Tradeable Stock................................................16
1.70.  Rule of Parity Break in Service........................................16
1.71.  Rules of the Plan......................................................16
1.72.  Severance..............................................................16
1.73.  Severance Date.........................................................16
1.74.  Spouse.................................................................17
1.75.  Starting Date..........................................................17
1.76.  Statutory Compensation.................................................17
1.77.  Subsidiary Company.....................................................18
1.78.  Supplemental Deferral..................................................18
1.79.  Testing Compensation...................................................18
1.80.  Times Mirror Employer..................................................19
1.81.  Trust or Trust Fund....................................................19
1.82.  Trust Agreement........................................................19
1.83.  Trustee................................................................19
1.84.  Valuation Date.........................................................19
1.85.  Vested.................................................................19
1.86.  Vesting Service........................................................19
1.87.  Year of Eligibility Service............................................19
1.88.  Year of Vesting Service................................................19

                                       ii

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ARTICLE II.  SERVICE COUNTING RULES...........................................20

2.1.  Service - General Rule..................................................20
2.2.  Hours of Service........................................................20
2.3.  Equivalencies for Hours of Service......................................22
2.4.  Year of Eligibility Service.............................................22
2.5.  Year of Vesting Service.................................................22
2.6.  Limitations on Credit for Vesting Service...............................23
2.7.  Credit prior to January 1, 1989.........................................23
2.8.  Credit for Service Prior to Acquisition or After Divestiture............23
2.9.  Credit for Service under a Predecessor Plan.............................24
2.10.  Transfer to or from Another Times Mirror Plan..........................25
2.11.  Rehire.................................................................25
2.12.  Rule of Parity Break in Service........................................25

ARTICLE III.  ELIGIBILITY AND PARTICIPATION...................................26

3.1.  Eligibility to Participate..............................................26
3.2.  Enrollment for Active Participation.....................................26
3.3.  Effective Date of Active Participation..................................26
3.4.  No Maximum Date Limitations.............................................26
3.5.  Termination of Active Participation.....................................26
3.6.  Participation After Rehire or Other Suspension of Active
      Participation...........................................................27
3.7.  Transfer to a Participating Company.....................................27
3.8.  Employee Responsibility.................................................27
3.9.  Effect of Certain Corporate Transactions................................27

ARTICLE IV.  INVESTMENT OF TRUST FUND.........................................29

4.1.  Trust Fund..............................................................29
4.2.  Investment Options......................................................29
4.3.  Investment of New Contributions.........................................30
4.4.  Investment Changes and Transfers........................................30
4.5.  Transfer of Assets......................................................30
4.6.  Effect of Non-Election..................................................31
4.7.  Voting and Other Rights of Company Stock................................31

ARTICLE V.  PARTICIPANT DEFERRALS AND CONTRIBUTIONS...........................32

5.1.  Participant Deferrals...................................................32
5.2.  Character of Amounts Contributed as Participant Deferrals...............33
5.3.  Deferral Percentage Fail-Safe Provisions................................33
5.4.  Provision for Return of Annual Participant Deferrals in Excess of
       the Deferral Limitation................................................36
5.5.  After-Tax Contributions.................................................37
5.6.  Deposit In Trust........................................................37
5.7.  Termination of, Change in Rate of, or Resumption of Deferrals
       and Contributions......................................................37
5.8.  Participant Rollover Contributions......................................38
5.9.  Reemployment Rights After Qualified Military Service....................39

ARTICLE VI.  COMPANY CONTRIBUTIONS............................................41

6.1.  Company Contributions...................................................41
6.2.  Exclusive Benefit.......................................................41

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6.3.  Company, Committee and Trustee Not Responsible for Adequacy
      of Trust Fund...........................................................42

ARTICLE VII.  PARTICIPANT ACCOUNTS AND ALLOCATIONS............................45

7.1.  Determination of Investment Fund Values.................................45
7.2.  Account Values..........................................................45
7.3.  Valuation of Accounts Upon Distributions or Withdrawals.................45
7.4.  Stock Dividends, Splits, Recapitalizations, Etc.........................46
7.5.  Stock Rights, Warrants or Options.......................................46
7.6.  Treatment of Accounts Upon Termination of Employment....................46
7.7.  Accounting Procedures...................................................46

ARTICLE VIII.  VESTING; PAYMENT OF PLAN BENEFITS..............................47

8.1.  Vesting.................................................................47
8.2.  Distribution Upon Severance of Employment...............................48
8.3.  Distribution Upon Death.................................................49
8.4.  In-Service Withdrawals..................................................50
8.5.  Forfeitures.............................................................52
8.6.  Form of Distributions and In-Service Withdrawals........................52
8.7.  Election for Direct Rollover of Distributable Benefit to
       Eligible Retirement Plan...............................................53
8.8.  Designation of Beneficiary..............................................54
8.9.  Facility of Payment.....................................................55
8.10.  Requirement of Releases................................................55
8.11.  Commencement of Distributions..........................................56
8.12.  Transferred Accounts...................................................56
8.13.  Distribution Upon Disposition of Assets or Subsidiary..................57
8.14.  Special Distribution Provision for Times Mirror National
        Marketing, Inc. Participants..........................................57
8.15.  Loans to Participants..................................................57

ARTICLE IX.  OPERATION AND ADMINISTRATION OF THE PLAN.........................59

9.1.  Plan and Trust Fund Administration......................................59
9.2.  Investment of Fund Assets...............................................60
9.3.  Designation of Authority to Board Delegates.............................60
9.4.  Committee...............................................................61
9.5.  Investment Manager......................................................62
9.6.  Periodic Review.........................................................62
9.7.  Committee Procedure.....................................................62
9.8.  Compensation of Committee...............................................63
9.9.  Appointment of Successors...............................................63
9.10.  Records................................................................63
9.11.  Reliance Upon Documents and Opinions...................................63
9.12.  Requirement of Proof...................................................64
9.13.  Multiple Fiduciary Capacity............................................64
9.14.  Limitation on Liability................................................64
9.15.  Indemnification........................................................64
9.16.  Plan Expenses..........................................................65
9.17.  Bonding................................................................65
9.18.  Prohibition Against Certain Actions....................................65
9.19.  Effect of Committee Action.............................................65

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9.20.  Correction of Administrative Error; Special Contribution...............65

ARTICLE X.  MERGER OF COMPANY; MERGER OF PLAN.................................66

10.1.  Effect of Reorganization or Transfer of Assets.........................66
10.2.  Merger Restriction.....................................................66

ARTICLE XI.  PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS.............67

11.1.  Plan Termination.......................................................67
11.2.  Discontinuance of Contributions........................................67
11.3.  Rights of Participants.................................................68
11.4.  Trustee's Duties on Termination........................................68
11.5.  Partial Termination....................................................68

ARTICLE XII.  APPLICATION FOR BENEFITS........................................69

12.1.  Application for Benefits...............................................69
12.2.  Action on Application..................................................69
12.3.  Appeals................................................................69

ARTICLE XIII.  LIMITATIONS ON ALLOCATIONS.....................................70

13.1.  General Rule...........................................................70
13.2.  Annual Additions.......................................................70
13.3.  Other Defined Contribution Plans.......................................71
13.4.  Combined Plan Limitation (Defined Benefit Plan)........................71
13.5.  Adjustments for Excess Annual Additions................................72
13.6.  Disposition of Excess Company Contribution Amounts.....................73
13.7.  Subsidiary Company.....................................................73

ARTICLE XIV.  RESTRICTION ON ALIENATION.......................................73

14.1.  General Restrictions Against Alienation................................73
14.2.  Qualified Domestic Relations Orders....................................74

ARTICLE XV.  PLAN AMENDMENTS..................................................75

15.1.  Right to Amend.........................................................75

ARTICLE XVI.  TOP-HEAVY PROVISIONS............................................76

16.1.  Application of Top-Heavy Rules.........................................76
16.2.  Definitions............................................................76
16.3.  Top Heavy Status.......................................................77
16.4.  Minimum Contributions..................................................79
16.5.  Maximum Annual Additions...............................................80
16.6.  Vesting Rules..........................................................80
16.7.  Non-Eligible Employees.................................................81

ARTICLE XVII.  PROVISIONS RELATING TO PAYSOP..................................81

17.1.  PAYSOP Accounts........................................................81
17.2.  Restrictions on Distributions From PAYSOP Accounts.....................81
17.3.  Limited Put Option to Sell Company Stock...............................82
17.4.  PAYSOP Account Assets Not Subject to Participating
         Company Withdrawal...................................................82

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17.5.  Diversification of Investments.........................................82

ARTICLE XVIII.  MISCELLANEOUS.................................................83

18.1.  No Enlargement of Employee Rights......................................83
18.2.  Mailing of Payments; Lapsed Benefits...................................83
18.3.  Conflicting Claims.....................................................84
18.4.  Addresses..............................................................84
18.5.  Notices and Communications.............................................84
18.6.  Reporting and Disclosure...............................................84
18.7.  Governing Law..........................................................84
18.8.  Interpretation.........................................................85
18.9.  Withholding for Taxes..................................................85
18.10.  Successors and Assigns................................................85
18.11.  Counterparts..........................................................85

                                       vi

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                         TIMES MIRROR SAVINGS PLUS PLAN

                  The Times Mirror Savings Plus Plan is hereby amended and
restated in its entirety, effective as of April 1, 1997, except as otherwise
indicated, to read as follows:

                            Preamble and Introduction

                  The Times Mirror Savings Plus Plan (hereinafter the "Plan")
was adopted in 1984 as a tax-qualified retirement plan for the Eligible
Employees of The Times Mirror Company and other Participating Companies. The
Plan is intended to qualify generally under Code Section 401(a).

                  In addition, a portion of the Plan is intended to qualify
under former Sections 44G and 409A of the Internal Revenue Code of 1954, as
amended ("Former Code"), as a tax credit employee stock ownership plan. Another
portion of the Plan is intended to qualify under Code Section 401(k) as a
qualified cash or deferred arrangement.

                  The Plan was generally effective as of December 15, 1983,
except that all provisions, other than those pertaining to the portion of the
Plan intended to satisfy the requirements of Former Code Sections 44G and 409A,
were effective as of June 1, 1984.

                  Subsequent to its adoption, the Plan was amended from time to
time as necessary and appropriate. Among the amendments were actions to
transfer into the Plan the assets and liabilities of certain tax-qualified
plans sponsored by Subsidiary Companies as set forth in Schedule B which is
attached hereto and incorporated in the Plan by this reference.

                  The provisions of the Plan intended to satisfy the
requirements of Former Code Sections 44G and 409A became dormant effective as
of January 1, 1987, due to the Tax Reform Act of 1986 that repealed the
statutes under which the tax credit employee stock ownership plan was offered.
No new contributions to the Plan pursuant to those provisions were made with
respect to compensation paid to Participants on or subsequent to that date.

                  The Times Mirror Savings Plus Plan has been amended from time
to time and is herein amended and restated as of April 1, 1997, except as
otherwise specifically indicated, in order to provide for the daily valuation
of Participants' Accounts under the Plan, to streamline administration, to
comply with the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996
and the Taxpayer Relief Act of 1997 and to make certain other changes to the
Plan. This amendment to the Plan constitutes a complete amendment, restatement
and continuation of the Plan.

                  The provisions of this amended and restated Plan supersede
prior Plan provisions and shall apply only to an Employee whose employment with
a Times Mirror Employer terminates on or after April 1, 1997, except as
otherwise provided in the Plan, or as otherwise required by applicable law.

                  The benefits provided under this Plan shall be paid from the
Trust established by The Times Mirror Company and funded by the Participating
Companies. The Plan and the Trust forming a part hereof are established and
shall be maintained for the exclusive benefit of Eligible



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Employees and their Beneficiaries. Except as provided in Article VI (Company
Contributions), no part of the Trust funds shall revert to any Participating
Company, or be used for or diverted to purposes other than the exclusive benefit
of Eligible Employees or their Beneficiaries.

                  The provisions of this amended and restated Plan are subject
to approval by the Internal Revenue Service and to a determination by the
Internal Revenue Service that the Plan is qualified under Sections 401(a) and
401(k) of the Internal Revenue Code of 1986, and as amended from time to time.
It is further intended that the Plan also conform to the requirements of Title
I of ERISA, as amended from time to time.

                                   ARTICLE I

                                   DEFINITIONS

          1.1.  Accounts. "Account" or "Accounts" shall mean the following
                --------
Plan accounts maintained for each Participant as required by Article VII
(Participant Accounts and Allocations):


               (a) "Basic Deferral Account" shall mean the account established
and maintained for each Participant under Article VII (Participant Accounts and
Allocations) for purposes of holding and accounting for amounts held in any of
the Investment Funds that are attributable to Company Contributions made
pursuant to Section 6.1(a) (Company Contributions) and allocated to the
Participant.

               (b) "Company Matching Account" shall mean the account established
and maintained for each Participant under Article VII (Participant Accounts and
Allocations) for purposes of holding and accounting for amounts held in any of
the Investment Funds that are attributable to Company Contributions made
pursuant to Section 6.1(d) (Company Contributions) and allocated to the
Participant.

               (c) "Supplemental Deferral Account" shall mean the account
established and maintained for each Participant under Article VII (Participant
Accounts and Allocations) for purposes of holding and accounting for amounts
held in any of the Investment Funds that are attributable to Company
Contributions made pursuant to Section 6.1(b) (Company Contributions) and
allocated to the Participant.

               (d) "After-Tax Account" shall mean the account established and
maintained for each Participant under Article VII (Participant Accounts and
Allocations) for purposes of holding and accounting for amounts held in any of
the Investment Funds that are attributable to Participant contributions, made
pursuant to Section 5.5 (After-Tax Contributions), that do not qualify for tax
deferral under Code Section 401(k).

               (e) "Rollover Account" shall mean the account established and
maintained for each Participant under Article VII (Participant Accounts and
Allocations) for purposes of holding and accounting for amounts held in any of
the Investment Funds that are attributable to "eligible rollover distributions,"
as defined in Section 402(c)(4) of the Code, transferred to the Trustee in
accordance with Section 5.8 (Participant Rollover Contributions) in respect of
the Participant.

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               (f)      "PAYSOP Account" shall mean an account as described in
Article XVII (Provisions Relating to PAYSOP).

               (g) "Prior Plan Account A" shall mean the account established and
maintained for a Participant under Section 8.12 (Transferred Accounts) for the
purposes of holding and accounting for amounts held in any of the Investment
Funds that are attributable to after-tax contributions and rollover
contributions of an individual that are transferred to this Plan from the
qualified plan of another employer pursuant to the provisions of Section 414(1)
of the Code on behalf of any such Participant.


               (h) "Prior Plan Account B" shall mean the account established and
maintained for a Participant under Section 8.12 (Transferred Accounts) for the
purposes of holding and accounting for amounts held in any of the Investment
Funds that are attributable to employer contributions, including salary
deferrals elected by an individual pursuant to the provisions of Section 401(k)
of the Code, that are transferred to this Plan from the qualified plan of
another employer pursuant to the provisions of Section 414(1) of the Code on
behalf of any such Participant.

Prior Plan Account A and Prior Plan Account B may be referred to in the
aggregate "Prior Plan Accounts."

          1.2.  Active  Participant.  "Active Participant" shall mean any
                -------------------
Eligible Employee who has in effect an election to defer Basic Compensation
pursuant to Section 5.1 (Participant Deferrals).


          1.3.  Actual Deferral  Percentage.  "Actual Deferral Percentage"
                ---------------------------
shall mean the percentage  defined in Section 5.3(b)(i) (Deferral Percentage
Fail-Safe Provisions) of this Plan.

          1.4.  Alternate  Payee.  "Alternate Payee" shall mean any individual
         ----------------
who has a right to receive all or any portion of the benefits payable to a
Participant under the Plan under a qualified domestic relations order which
complies with Code Section 414(p).


          1.5.  Annual  Additions.  "Annual Additions" shall mean the amounts
                -----------------
described in Section 13.2 (Annual Additions) of this Plan.

          1.6.  Annual Dollar Limit. "Annual Dollar Limit" shall be determined
                -------------------
as follows:

               (a) For any Plan Year commencing on or after January 1, 1989 and
before January 1, 1994, the Annual Dollar Limit shall be an amount equal to
$200,000, as that amount is adjusted by the Secretary of the Treasury at the
same time and in the same manner as under Section 415(d) of the Code, except
that the dollar increase in effect on January 1 of any calendar year is
effective for Plan Years beginning in such calendar year and the first
adjustment to the $200,000 limitation shall be made effective on January 1,
1990.

               (b) For any Plan Year commencing on or after January 1, 1994,
the Annual Dollar Limit shall be an amount equal to $150,000, as that amount is
automatically adjusted for increases in the cost of living under Code Section
401(a)(17)(B), except that the dollar increase

                                       3

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in effect on January 1 of any calendar year is effective for Plan Years
beginning in such calendar year.

          1.7.  Average Contribution Percentage.  "Average Contribution
                --------------------------------
Percentage" shall mean the percentage defined in Section 6.4(b)(i) (Contribution
Percentage Fail-Safe Provisions) of this Plan.

          1.8.  Authorized Leave of Absence. "Authorized Leave of Absence" shall
                ---------------------------
mean any paid or unpaid leave of absence authorized by a Times Mirror Employer
in a uniform and nondiscriminatory manner. A paid Authorized Leave of Absence
shall include any leave of absence during which an Employee receives income
directly from a Times Mirror Employer. "Authorized Leave of Absence" shall
include a leave of absence of an Employee taken under the Family and Medical
Leave Act or any comparable state statute.


          1.9.  Basic Compensation.
                ------------------

               (a) Subject to the provisions of Subsection (b) hereof, "Basic
Compensation" shall mean the full salary, wages, regular commissions, and shift
differential paid by a Participating Company to an Employee during a Plan Year,
by reason of services performed as an Employee, before deductions authorized by
such Employee or required by law to be withheld from Employees by a
Participating Company. Further, Basic Compensation shall also include any
amounts which are contributed by a Participating Company pursuant to salary
reduction elections of an Employee and which are not includable in the gross
income of the Employee under Code Section 125 or 402(e)(3) (i.e., a cafeteria
plan or 401(k) plan, including this Plan).


               However, notwithstanding the foregoing, Basic Compensation
shall not include the following:

                    (i)  Amounts paid to the Employee as overtime, bonuses,
incentive pay, incentive commissions, awards, and extra compensation, including
in-service cash-outs of accrued vacation and sick pay;

                    (ii) Amounts included in the Employee's gross income with
respect to the grant or exercise of stock options, grant of restricted stock,
lapse of restrictions on restricted stock, or dividends paid on restricted
stock;

                    (iii)  Amounts paid to an Employee for consecutive
non-working paid time (including, but not limited to, severance pay and pay due
to holiday, vacation, jury duty, and leave of absence, other than on account of
long term disability) because of the termination of employment, in excess of one
year of credit, or, effective January 1, 1993, in excess of one year of credit
plus the time period for which pay due to accrued vacation is made, calculated
on the basis of the Employee's regular rate of Basic Compensation;

                    (iv)  Amounts included in the Employee's gross income with
respect to life insurance  as provided by Code Section 79;

                    (v)  Contributions or payments by a Participating Company
for or on account of the Employee under any employee benefit plan, except
amounts, if any, withheld


                                       4

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from an Employee's earnings for contribution to this Plan, in accordance with
the provisions of Sections 5.1 (Participant Deferrals), or any other 401(k) plan
or Section 125 plan sponsored by a Participating Company;

                    (vi) Amounts not included in the Employee's gross income
for the Employee's current taxable year pursuant to deferred compensation plans
and amounts paid pursuant to deferred compensation plans or arrangements;

                    (vii) Payments to or for the benefit of any Employee from or
under any employee welfare benefit plan, except as provided in Subparagraph
(iii), including, but not limited to, payments from such a plan to reimburse an
Employee for medical expenses or payments on account of long term disability;
and

                    (viii) Amounts paid to an Employee for the period he or she
is or was an Independent Contractor, Contractor's Employee or Leased Employee,
without regard to whether such individual is or has been treated as an Employee
of any such Participating Company and without regard to any subsequent
reclassification of any such person as an Employee of a Participating Company by
the Internal Revenue Service or in connection with a settlement with the
Internal Revenue Service or otherwise.

               (b) Notwithstanding the provisions of Subsection (a) and any
other Section of this Plan to the contrary, in no event shall Basic Compensation
taken into account for purposes of determining contributions and allocations
under the Plan for any Plan Year exceed an amount equal to the Annual Dollar
Limit for such Plan Year.

               (c) Notwithstanding the foregoing provisions of this Section 1.9,
Basic Compensation shall exclude any amounts paid to any Employee of Matthew
Bender & Company, Inc. after July 31, 1998, the date upon which such entity
ceased to be a Participating Company under this Plan.

               (d) Notwithstanding the foregoing provisions of this Section 1.9,
Basic Compensation shall exclude any amounts paid to any Employee of Mosby, Inc.
on or after October 9, 1998, the date upon which such entity ceased to be a
Participating Company under this Plan.

          1.10. Basic Deferral.  "Basic Deferral" shall mean a Participant
                --------------
Deferral that does not exceed an amount equal to six percent (6%) of a
Participant's Basic Compensation.

          1.11. Beneficiary. "Beneficiary" or "Beneficiaries" shall mean the
                -----------
person or persons last designated by a Participant as set forth in Section 8.8
(Designation of Beneficiary) or, if there is no designated Beneficiary or
surviving Beneficiary, the person or persons designated in Section 8.8
(Designation of Beneficiary) to receive the interest of a deceased Participant
in such individual's Accounts.

          1.12. Board  Delegate.  "Board Delegate" shall mean one or more
                ---------------
members of the Board of Directors or one or more committees consisting of
members of the Board of Directors.

                                       5


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          1.13. Board of  Directors.  "Board of Directors" or "Board" shall mean
                -------------------
the Board of Directors of The Times Mirror Company.

          1.14. Break in Service. "Break in Service" shall mean a calendar year
                ----------------
commencing after December 31, 1983, during which an Employee does not earn more
than five hundred (500) Hours of Service. Such Break in Service shall be deemed
to occur as of the last day of the calendar year.

                Solely for the purposes of determining whether a Break in
Service has occurred, an Employee who is absent from work for maternity or
paternity reasons on and after January 1, 1985 shall receive credit for Hours of
Service which would otherwise have been credited but for such absence as
follows:

               (a) For the purposes of the succeeding provisions of this
Section, an absence from work for maternity or paternity reasons shall apply
with respect to an Employee who is absent from work for any period, by reason
of:

                    (i)   The pregnancy of the Employee,

                    (ii)  The birth of a child of the Employee,

                    (iii) The placement of a child with the Employee in
connection  with the adoption of the child by the Employee, or

                    (iv)  The care of a child for a period beginning immediately
following the birth or placement.

               The provisions of this Section shall not apply to an Employee
for whom one of the above events occurs after the Employee terminates employment
with all Times Mirror Employers.

               (b) The number of Hours of Service which shall be credited to an
Employee who is absent from work on account of a reason described in Subsection
1.14(a) above shall be:

                    (i)   The number which otherwise would normally have been
credited to the Employee, but for the absence, or

                    (ii)  If the Committee determines that the number described
in 1.14(b)(i) above is not capable of being determined, forty-five (45) Hours of
Service per week of such absence.

               The total number of hours treated as Hours of Service under
this Subsection 1.14(b) shall not exceed five hundred one (501), and these Hours
of Service shall be taken into account solely for purposes of determining
whether or not the Employee has incurred a Break in Service.

               (c)  The Hours described in Subsection 1.14(b) above shall be
credited only to the Plan Year:

                                       6

<page>

                    (i)   In which the absence from work begins, if the Employee
would be prevented from incurring a Break in Service in that Plan Year solely
because of the provisions of Subsection 1.14(a), or

                    (ii)  In any other case, in the immediately following Plan
Year.

               (d)  Subsections 1.14(a)-(c) above shall not apply unless the
Employee provides such timely information as the Committee may reasonably
require to establish:

                    (i)   That the absence is for reasons described in
Subsection 1.14(a), and

                    (ii)  The number of days for which there was such absence.

Notwithstanding the foregoing, the provisions of Subsections 1.14(a)-(d) shall
not affect the Years of Service earned by the Participant during an Authorized
Leave of Absence under Article II (Service Counting Rules).

               (e)  Notwithstanding any other provisions of this Plan to the
contrary, an Employee's Breaks in Service in respect of periods prior to January
1, 1984, shall be determined by reference to the Break in Service provisions of
the defined benefit plan (within the meaning of Code Section 415(k)) (i)
maintained by the Times Mirror Employer (or unit or division thereof) that,
while employing such Employee, first becomes a Participating Company and (ii) as
in effect on the Starting Date applicable to such Times Mirror Employer (or unit
or division thereof).

          1.15. Code.  "Code" shall mean the Internal Revenue Code of 1986 as
                ----
in effect on the Effective Date and as thereafter amended from time to time.
Reference as of any date to any Section or Subsection of the Code includes
reference to any successor provision as may then be in effect.

          1.16. Committee. "Committee" shall mean the committee appointed by the
                ---------
Board of Directors to be responsible for the operation and administration of the
Plan, the management and disposition of the assets of the Fund, and for the
amendment of the Plan of behalf of the Plan Sponsor and the appointment of the
Trustee, as described in Article IX (Operation and Administration of the Plan)
and Article XV (Plan Amendments).

          1.17. Company  Contributions.  "Company Contributions" shall mean all
                ----------------------
amounts (whether in cash or other property, including Company Stock) paid by any
Participating Company pursuant to Section 6.1 (Company Contributions) into the
Trust Fund.

          1.18. Company Matching  Contributions.  "Company Matching
                -------------------------------
Contributions" shall mean contributions paid into the Trust Fund by any
Participating Company pursuant to Section 6.1 (d) (Company Contributions).

          1.19. Company Stock.  "Company Stock" shall mean whichever of the
                -------------
following is applicable:

                                       7

<page>

               (a)  So long as The Times Mirror Company has not more than one
class of stock, that class of stock of The Times Mirror Company.

               (b)  In the event The Times Mirror Company at any time has more
than one class of stock, the class (or classes) of The Times Mirror Company's
stock constituting "employer securities" as that term is defined in Code Section
409(1).

          1.20. Company  Stock  Fund A.  "Company Stock Fund A" shall mean the
                ----------------------
Investment Fund that holds A shares of Company Stock.

          1.21. Company Stock Fund C. "Company Stock Fund C" shall mean the
                --------------------
Investment Fund that holds C shares of Company Stock. Company Stock Fund A and
Company Stock Fund C may be referred to in the aggregate as the "Company Stock
Funds."

          1.22. Compensation.
                ------------

               (a)  "Compensation," for purposes of determining whether an
Employee is a Highly Compensated Employee for any Plan Year beginning before
January 1, 2000, shall mean the compensation reported for an Employee on Form
W-2, that is an Employee's wages as defined within the meaning of Code Section
3401(a) for purposes of income tax withholding, but determined without regard to
any rules that limit the remuneration included in wages based on the nature or
location of the employment or the services performed, plus any amounts which are
contributed by a Times Mirror Employer pursuant to salary reduction elections of
an Employee and which are not includable in the gross income of the Employee
under Code Section 125 or 402(e)(3) (i.e., a cafeteria plan or 401(k) plan,
including this Plan).

               (b)  "Compensation," for purposes of determining whether an
Employee is a Highly Compensated Employee for any Plan Year beginning on or
after January 1, 2000, shall mean an Employee's earned income, wages, salaries,
fees for professional services and other amounts received for personal services
actually rendered in the course of employment with a Times Mirror Employer
including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of percentage of profits, commissions on insurance
premiums, tips and bonuses. Further, Compensation shall also include any amounts
which are contributed by a Times Mirror Employer pursuant to salary reduction
elections of an Employee and which are not includable in the gross income of the
Employee under Code Section 125 or 402(e)(3) (i.e., a cafeteria plan or 401(k)
plan, including this Plan). Compensation shall exclude the following:

                    (i)   Amounts attributable to the grant or exercise of
stock options, grant of restricted stock, and lapse of restrictions on
restricted stock, or when restricted stock (or property) held by the Employee
becomes freely transferable or no longer subject to a substantial risk of
forfeiture;

                    (ii)  Moving expense reimbursements (whether or not
includable in the gross income of the Employee);

                    (iii) Other amounts which received special tax benefits such
as premiums for group term life insurance (but only to the extent that the
premiums were not

                                       8

<page>

includable in the gross income of the Employee), or contributions made by a
Times Mirror Employer (whether or not under a salary reduction agreement) toward
the purchase of an annuity described in Code Section 403(b) (whether or not the
amounts were actually excludable from the gross income of the Employee); and

                    (iv)  Amounts realized in the sale, exchange or other
disposition of stock acquired under a qualified or incentive stock option.

               (c)  Notwithstanding the foregoing and any other provision of
this Plan to the contrary, in no event shall a Participant's Compensation in any
Plan Year exceed an amount equal to the Annual Dollar Limit.

          1.23. Contractor's Employee. "Contractor's Employee" shall mean any
                ---------------------
individual, other than a Leased Employee, who is employed by a temporary
services, contract service provider, leasing or other similar organization
(other than any such organization that is a Times Mirror Employer) that provides
goods or services (including temporary employee services to one or more Times
Mirror Employers).

          1.24. Contribution  Percentage.  "Contribution Percentage" shall mean
                ------------------------
the percentage defined in Section 6.4(b)(ii) (Contribution Percentage Fail-Safe
Provisions) of this Plan.

          1.25. Cox Stock.  "Cox Stock" shall mean the common stock of Cox
                ---------
Communications, Inc.

          1.26. Cox Stock Fund.  "Cox Stock Fund" shall mean the Investment
                --------------
Fund that holds Cox Stock.

          1.27. Deferral Limitation. "Deferral Limitation" shall mean the annual
                -------------------
dollar limitation on the exclusion of elective deferrals from an individual's
gross income under Section 402(g) of the Code, as in effect with respect to the
taxable year of such individual.

          1.28. Deferral Percentage.  "Deferral Percentage" shall mean the
                -------------------
percentage defined in Section 5.3(b)(ii) (Deferral Percentage Fail-Safe
Provisions) of this Plan.

          1.29. Defined  Benefit  Fraction.  "Defined Benefit Fraction" shall
                --------------------------
mean the fraction described in Section 13.4(a) (Combined Plan Limitation) of
this Plan.

          1.30. Defined Contribution Fraction.  "Defined Contribution Fraction"
                -------------------------------
shall mean the fraction described in Section 13.4(b) (Combined Plan Limitation)
of this Plan.

          1.31. Disability. "Disability" shall mean any medically determinable
                ----------
physical or mental impairment of an Employee which is expected to last for a
continuous period of at least twelve (12) consecutive months as a result of
which the Employee is unable to engage in any substantial gainful activity. An
Employee's disabled status shall be determined by the Committee or its delegate,
based on such evidence as the Committee or its delegate determines to be
sufficient. Evidence that the Employee qualifies for disability benefits under
the Social Security Act or under any long term disability plan of a Times Mirror
Employer shall be deemed to constitute evidence of disability.

                                       9

<page>


          1.32. Distributable Benefit. "Distributable Benefit" shall mean the
                ---------------------
Vested balance of a Participant's Accounts under this Plan which is determined
and distributable in accordance with the provisions of Article VIII (Vesting;
Payment of Plan Benefits) and valued as provided in Section 7.3 (Valuation of
Accounts Upon Distributions or Withdrawals).

          1.33. Early Retirement Date.  "Early Retirement Date" shall mean the
                ---------------------
date on which an Employee attains age fifty-five (55).

          1.34. Effective Date.  "Effective Date" of this amendment and
                --------------
restatement shall mean April 1, 1997, except as otherwise specifically
indicated.

          1.35. Eligible Employee.  "Eligible Employee" shall mean any Employee
                -----------------
of a Participating Company other than any of the following:

               (a)  An Employee who is covered by a collective bargaining
agreement to which any Participating Company is a party if there is written
evidence that retirement benefits were the subject of good faith bargaining
between the Participating Company and the collective bargaining representative,
unless the collective bargaining agreement or a resolution of the Board of
Directors specifically provides for participation in this Plan;

               (b)  An Employee on whose behalf a Participating Company is
making contributions to any other pension, profit sharing, or other retirement
plan except the Times Mirror Pension Plan, The Times Mirror Company Employee
Stock Ownership Plan, and any other plan identified on the Schedule C attached
to this Plan and by this reference incorporated herein (as amended from time to
time by approval of the Committee and evidenced by the execution of a revision
or addendum to Schedule C by a senior officer of The Times Mirror Company), or a
federal or state social security or similar social welfare program;

               (c)  An Employee who is a non-resident alien without any earned
income from any Participating Company which constitutes income from sources
within the United States within the meaning of Code Section 861(a)(3); or

               (d)  Any Independent Contractor, Contractor's Employee or Leased
Employee, without regard to whether such individual is or has been treated as an
Employee of any Participating Company and without regard to any subsequent
reclassification of any such person as an Employee of a Participating Company by
the Internal Revenue Service or in connection with a settlement with the
Internal Revenue Service or otherwise.

                Notwithstanding the foregoing provisions of this Section 1.35,
the term "Eligible Employee" when used to determine whether the Plan complies
with the Actual Deferral Percentage test set forth in Section 5.3 (Deferral
Percentage Fail-Safe Provisions) or the Average Contribution Percentage test of
Section 6.4 (Contribution Percentage Fail-Safe Provisions) shall be defined as
set forth in Sections 5.3(b)(iii) (Deferral Percentage Fail-Safe Provisions) and
6.4(b)(iii) (Contribution Percentage Fail-Safe Provisions), respectively.

          1.36. Eligible Retirement Plan. "Eligible Retirement Plan" shall mean
                ------------------------
any plan described in Code Section 402(c)(8)(B), except that such plan must be a
defined contribution plan, the terms of which permit the acceptance of a direct
transfer from a qualified plan.


                                       10

<page>

          1.37. Eligible Rollover Distribution. "Eligible Rollover Distribution"
                ------------------------------
shall mean any distribution of all or any portion of a Participant's
Distributable Benefit, except that an Eligible Rollover Distribution shall 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 Participant or the joint lives (or joint life expectancies)
of the Participant and the Participant's designated Beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and the portion of
any distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities).

          1.38. Eligibility Service. "Eligibility Service" shall mean the period
                -------------------
of service which is used to determine an Employee's right to become a
Participant in the Plan under Article III (Eligibility and Participation), as
determined in accordance with the provisions of Article II (Service Counting
Rules). The term "Eligibility Service" shall refer to Years of Eligibility
Service.

          1.39. Employee. "Employee" shall mean any individual who has the
                --------
status of an employee of a Times Mirror Employer under the common law rules
applicable in determining the employer-employee relationship. To the extent
required under Code Section 414(n), the term "Employee" shall include a Leased
Employee unless such Leased Employee is covered by a plan described in Code
Section 414(n)(5) and Leased Employees do not constitute more than twenty
percent (20%) of the non-highly compensated workforce of the Times Mirror
Employers.

          1.40. Employment Commencement Date. "Employment Commencement Date"
                ----------------------------
shall mean the date on which an Employee first performs an Hour of Service for a
Times Mirror Employer. In the case of an Employee who terminates employment with
all Times Mirror Employers at a time when he or she does not have at least one
(1) Year of Eligibility Service to his or her credit and who incurs a Break in
Service on or after the later of such individual's date of termination of
employment or the first anniversary of such individual's previous Employment
Commencement Date, the term "Employment Commencement Date" shall mean the first
day following such termination of employment on which the Employee performs an
Hour of Service for a Times Mirror Employer. In the case of an Employee whose
employment terminated prior to January 1, 1976, the term "Employment
Commencement Date" shall mean the first day following such termination of
employment on which the Employee performs an Hour of Service for a Times Mirror
Employer.

          1.41. ERISA.  "ERISA" shall mean the Employee Retirement Income
                -----
Security Act of 1974, as in effect on the Effective Date of the Plan and as
thereafter amended from time to time.

          1.42. Five Percent Owner.  "Five Percent Owner" shall mean the
                --------------------
individual described in Section 16.2 (Definitions) of this Plan.

          1.43. Forfeiture.  "Forfeiture"  shall mean the forfeiture of the
                ----------
portion of a Participant's Accounts which is nonvested.

          1.44. Former Code.  "Former Code" shall mean the Internal Revenue Code
                -----------
of 1954, as amended.

                                       11

<page>

1.45.    Hardship.
         --------

               (a)  "Hardship" shall mean a need created by an immediate and
heavy financial need of the Participant, which need cannot be met by other
sources reasonably available to the Participant and shall include a withdrawal
for:

                    (i)   Expenses for medical care described in Section 213(d)
of the Code previously incurred by the Employee, the Employee's Spouse, or any
dependents of the Employee, or necessary for such persons to obtain medical care
described in Code Section 213(d);

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

                    (iii) Payment of tuition and related educational fees for
the next twelve (12) months of post-secondary education for the Employee, or the
Employee's Spouse, children or dependents;

                    (iv)  Payments necessary to prevent the eviction of the
Employee from, or a foreclosure on the mortgage of, the Employee's principal
residence; and

                    (v)   Amounts necessary to pay the federal income tax
anticipated to result from the Hardship withdrawal.

               (b)  Any determination of Hardship shall be in accordance with
regulations promulgated under Code Section 401(k).

          1.46. Highly Compensated Employee.
                ---------------------------

               (a)   For any Plan Year beginning on or after January 1, 1997, a
"Highly Compensated Employee" shall mean any Employee who,

                    (i)   In the previous Plan Year had Compensation in excess
of $80,000 (adjusted automatically at the same time and in the same manner as
under Code Section 415(d) except that the base period shall be the calendar
quarter ending September 30, 1996), or

                    (ii)  Was a Five Percent Owner at any time during the
previous Plan Year or the current Plan Year,

and any former Employee, who during the Plan Year in which he or she incurred a
Severance or during any Plan Year ending on or after his or her fifty-fifth
birthday, was a Highly Compensated Employee, as defined in Code Section 414(q).

               (b)  For purposes of this Section, Employees on a leave of
absence throughout the Plan Year, or Employees who receive Compensation for the
Plan Year in an amount less than 50% of such Employee's average annual
compensation for the three consecutive calendar years preceding the Plan Year
during which such Employee received the greatest amount of Compensation shall be
treated as former Employees.

                                       12

<page>

          1.47. Hour of Service.  "Hour of Service" shall mean hours as
                ---------------
(Service Counting Rules).

          1.48. Inactive Participant.  "Inactive Participant" shall mean a
                --------------------
Participant who, as of any given time, was an Active Participant but who no
longer has in effect an election under Section 5.1 (Participant Deferrals) to
defer Basic Compensation.

          1.49. Independent Contractor. "Independent Contractor" shall mean any
                ----------------------
individual, (i) who is classified by a Times Mirror Employer as an independent
contractor, as evidenced by payment of fees by the Times Mirror Employer to any
such individual without withholding payroll taxes from such fees at the time
payment is made, (ii) who fails to meet the definition of employee under the
common law rules applicable in determining the employer-employee relationship,
(iii) who is deemed not to be an employee under Section 530 of the Revenue Act
of 1978, or (iv) who is a statutory non-employee under Section 3508 of the Code.

          1.50. Investment Fund.  "Investment Fund" shall mean one of the
                ---------------
investment funds of the Trust Fund which is authorized by the Committee at the
time of reference. Prior to January 1,1996, Investment Funds were referred to as
"Deferral Funds."

          1.51. Investment Manager.  "Investment Manager" shall mean the one or
                ------------------
more investment managers, if any, that are appointed pursuant to Section 9.5
(Investment Manager).

          1.52. Leased Employee.  "Leased Employee" shall mean any individual
                ---------------
who is a leased employee within the meaning of Code Section 414(n).

          1.53. Leveling Method. "Leveling Method" shall mean the following
                ---------------
method of allocating excess contributions (within the meaning of Reg. Section
1.401(k)-l(g)(7)) under Section 5.3 (Deferral Percentage Fail-Safe Provisions)
or excess aggregate contributions (within the meaning of Reg. Section
1.401(m)-l(f)(8)) under Section 6.4 (Contribution Percentage Fail-Safe
Provisions) for distribution to the Highly Compensated Employees for any Plan
Year:

               (a)  For Plan Years beginning on or after January 1, 1997, any
distribution of excess contributions or excess aggregate contributions shall be
made to Highly Compensated Employees on the basis of the amount of Participant
Deferrals or Company Matching Contributions plus after-tax contributions
allocated to Highly Compensated Employees, respectively. The allocation of
Participant Deferrals or Company Matching Contributions plus after-tax
contributions of the Highly Compensated Employee who has the highest amount of
such allocations shall be reduced to the extent required:

                    (i)   To eliminate the excess contributions or excess
aggregate contributions, as applicable, for such Plan Year, or

                    (ii)  To cause such Highly Compensated Employee's
allocations of Participant Deferrals or Company Matching Contributions plus
after-tax contributions to equal the amount of such allocations of the Highly
Compensated Employee with the next highest amount of such allocations.

                                       13


<page>

This process is repeated with respect to applicable Highly Compensated Employees
until the total of such reductions attributable to all such Highly Compensated
Employees is equal to the total of such excess contributions (or excess
aggregate contributions) for any such Plan Year.

               (b)  For Plan Years beginning before January 1, 1997, any
distribution of excess contributions or excess aggregate contributions shall be
made to Highly Compensated Employees on the basis of the amount of the
respective portions of the excess contributions or excess aggregate
contributions attributable to each of such Highly Compensated Employees,
respectively. The Deferral Percentage or the Contribution Percentage, as
applicable, of the Highly Compensated Employee who has the highest such
percentage for the Plan Year shall be reduced to the extent required:

                    (i)   To eliminate the excess contributions or excess
aggregate contributions, as applicable, for such Plan Year, or

                    (ii)  To cause such Highly Compensated Employee's Deferral
Percentage or Contribution Percentage, as applicable, to equal the Deferral
Percentage or Contribution Percentage, respectively, of the Highly Compensated
Employee with the next highest Deferral Percentage or Contribution Percentage,
as applicable.

This process is repeated with respect to applicable Highly Compensated Employees
until the total of such reductions attributable to all such Highly Compensated
Employees is equal to the total of such excess contributions (or excess
aggregate contributions) for any such Plan Year.

          1.54. Limitation  Year.  "Limitation Year" for purposes of determining
                ----------------
the maximum allocation limits to a Participant's Accounts under Article XIII
(Limitation on Allocations) shall mean the Plan Year.

          1.55. Military Leave. Any Employee who incurs a Severance directly to
                --------------
perform service in the Armed Forces of the United States or in the United States
Public Health Service under conditions entitling such Employee to reemployment
rights, as provided in the laws of the United States, shall, solely for purposes
of the Plan and irrespective of whether such Employee is compensated by any
Times Mirror Employer during such period of service, be on "Military Leave." An
Employee's Military Leave shall expire if such Employee voluntarily resigns from
all Times Mirror Employers during such period of service or if such individual
fails to make application for reemployment within the period specified by such
laws for the preservation of such individual's reemployment rights.

          1.56. Named Fiduciary.  "Named Fiduciary" shall mean a fiduciary
                ----------------
designated as such under the provisions of Article IX (Operation and
Administration of the Plan).

          1.57. Normal Retirement Date.  "Normal Retirement Date" shall mean an
                ----------------------
Employee's sixty-fifth (65th) birthday.

          1.58. Participant.  "Participant"  shall mean any individual who is
                -----------
an Employee or former Employee who has any Accounts maintained under the Plan on
such individual's behalf, the balance of which have not been distributed in full
to such individual or to his or her Beneficiary.

                                       14

<page>


          1.59. Participant Deferrals. "Participant Deferrals" shall include
                ---------------------
those amounts contributed to the Plan as a result of a salary or wage reduction
election made by the Active Participant in accordance with applicable provisions
of the Plan, to the extent such contributions qualify for treatment as
contributions made under a "qualified cash or deferred arrangement" within the
meaning of Section 401(k) of the Code.

          1.60. Participating Company.
                ---------------------

               (a)  "Participating Company" shall mean The Times Mirror Company
and each Subsidiary Company that, as a whole or only with respect to certain
units or divisions thereof, shall adopt the Plan as to some or all of its
Employees by action of the Board of Directors of the Subsidiary Company and with
the consent of the Board of Directors of The Times Mirror Company or the written
authorization of a Board Delegate or the Committee.

               (b)  Each Participating Company and the effective date as of
which each Participating Company became a Participating Company in the Plan
shall be listed in the Schedule A attached to this Plan and by this reference
incorporated herein, as amended from time to time. The approval of the Board of
Directors of The Times Mirror Company or a Board Delegate or the Committee to
grant participation in this Plan may be evidenced by the execution of a revision
or addendum to Schedule A by a senior officer of The Times Mirror Company.

               (c)  Any Participating Company shall cease to be a Participating
Company under the Plan when the Board of Directors of such Participating Company
shall determine by resolution that it shall discontinue participation in the
Plan. Further, in the event that a Participating Company ceases to be a
Subsidiary Company as defined in Section 1.77 (Subsidiary Company), then such
entity shall cease to be a Participating Company under the Plan as of the date
such entity ceases to be a Subsidiary Company, unless provided otherwise by the
Board of Directors. Notwithstanding the foregoing, the Times Mirror Company
reserves the right, in its sole discretion and at any time, to terminate any
Subsidiary Company's participation in this Plan.

          1.61. Payee.  "Payee" shall mean any individual who is entitled to a
                -----
distribution of benefits from this Plan, including, but not limited to, a
Participant or former Participant, a Beneficiary, Spouse or Surviving Spouse of
a Participant or an Alternate Payee or Beneficiary of an Alternate Payee.

          1.62. Payroll Date. "Payroll Date" shall mean, with respect to a
                ------------
Participating Company, each date on and after June 1, 1984 or, if later, the
Starting Date, on which Employees' compensation is paid by issue of payroll
checks pursuant to such Participating Company's normal payroll practices.

          1.63. Plan. "Plan" shall mean the Times Mirror Savings Plus Plan, as
                ----
described herein, and as amended from time to time, consisting of the PAYSOP and
a profit-sharing plan that includes a cash or deferred arrangement intended to
meet the provisions of Sections 401 (a) and 401(k) of the Code. The Plan shall
also include any prior plan for which this document is a restatement and any
Predecessor Plan which has been merged into this Plan.

                                       15

<page>

          1.64. Plan  Administrator.  "Plan Administrator" shall mean the
                -------------------
administrator of the Plan, within the meaning of Section 3(16)(A) of ERISA. The
Plan Administrator shall be The Times Mirror Company.

          1.65. Plan Representative.  "Plan Representative" shall mean any
                -------------------
person or persons designated by the Committee to function in accordance with the
Rules of the Plan.

          1.66. Plan Sponsor.  "Plan Sponsor" shall mean The Times Mirror
                ------------
Company or any successor company by change of name, merger, purchase of stock or
purchase of assets.

          1.67. Plan Year. "Plan Year" shall mean a twelve (12) month period
                ---------
commencing on January 1 and ending on December 31; provided, however, that the
first Plan Year covered the period commencing on December 15, 1983 and ending on
December 31, 1983.

          1.68. Predecessor Plan.  "Predecessor Plan" shall mean any plan
                -----------------
sponsored by a Subsidiary Company which has been merged into this Plan.

          1.69. Readily Tradeable Stock.  "Readily Tradeable Stock" shall mean
                -------------------------
Company Stock that, at the time of reference

               (a)  Is "publicly  traded" as that term is defined under Treasury
Regulation Section 54.4975-7(b)(l)(iv) or any successor regulation thereto; and

               (b)  Is not subject to a "trading limitation" as that term is
defined under Treasury Regulation Section 54.4975-7(b)(10) or any successor
regulation thereto.

          1.70. Rule of Parity Break in Service.  "Rule of Parity Break in
                -------------------------------
Service" or "Rule of Parity Break" shall mean the break as described in the
provisions of Section 2.12 (Rule of Parity Break in Service).

          1.71. Rules of the Plan. "Rules of the Plan" shall mean the rules
                -----------------
adopted by the Committee pursuant to Section 9.4 (Committee) for the
administration, interpretation or application of the Plan.

          1.72. Severance. "Severance" shall mean the termination of an
                ---------
Employee's employment, in any capacity, with all Times Mirror Employers by
reason of such Employee's death, resignation, dismissal or otherwise, as
determined in accordance with the provisions of this Section 1.72. For the
purposes of this Plan, an Employee shall be deemed to have incurred a Severance
on the date on which such individual dies, resigns, is discharged, or such
individual's employment with all Times Mirror Employers otherwise terminates,
including a failure to return to work at the end of an Authorized Leave of
Absence, which failure shall be deemed to constitute a termination of employment
as of the date such individual is scheduled to return.

          1.73. Severance Date.  "Severance Date" shall, in the case of any
                ---------------
Employee who incurs a Severance, mean the day on which such Employee is deemed
to have incurred said Severance, determined in accordance with the provisions of
Section 1.72 (Severance).


                                       16

<page>

          1.74. Spouse.  "Spouse" shall mean the person to whom a Participant
                ------
is legally married under the laws of the state of residence of the Participant
on the date as of which Plan benefits are scheduled to be disbursed.

          1.75. Starting Date. "Starting Date" shall mean, with respect to a
                -------------
Participating Company (or unit or division thereof), the first Payroll Date on
which its Eligible Employees are permitted to make deferrals of Basic
Compensation under Article V (Participant Deferrals and Contributions).

          1.76. Statutory Compensation.  "Statutory Compensation" shall mean
                -----------------------
the compensation used for purposes of applying the limitations of Code Section
415 and Article XVI (Top-Heavy Provisions).

               (a)  For compensation earned on and after January 1, 1998,
Statutory Compensation shall mean the compensation reported for an Employee on
Form W-2, that is an Employee's wages as defined within the meaning of Code
Section 3401(a) for purposes of income tax withholding, but determined without
regard to any rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, plus any amounts
which are contributed by a Times Mirror Employer pursuant to salary reduction
elections of an Employee and which are not includable in the gross income of the
Employee under Code Section 125 or 402(e)(3) (i.e., a cafeteria plan or 401(k)
plan, including this Plan).

               (b)  For compensation earned on and after January 1,1992 and
prior to January 1, 1998, Statutory Compensation shall mean the compensation
reported for an Employee on Form W-2, that is an Employee's wages as defined
within the meaning of Code Section 3401 (a) for purposes of income tax
withholding, but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed.

               (c)  For compensation earned prior to January 1, 1992, Statutory
Compensation shall mean an Employee's earned income, wages, salaries, fees for
professional services and other amounts received for personal services actually
rendered in the course of employment with a Times Mirror Employer including, but
not limited to, commissions paid to salesmen, compensation for services on the
basis of percentage of profits, commissions on insurance premiums, tips and
bonuses, and excluding the following:

                    (i)   Contributions by any Times Mirror Employer to a plan
of deferred compensation which are not included in an Employee's gross income
for the taxable year in which contributed, contributions by any Times Mirror
Employer under a simplified employer pension plan to the extent such
contributions are deductible by the Employee, or any distributions from a plan
of deferred compensation;

                    (ii)  Amounts attributable to the grant or exercise of stock
options, grant of restricted stock, and lapse of restrictions on restricted
stock, or when restricted stock (or property) held by the Employee becomes
freely transferable or no longer subject to a substantial risk of forfeiture;


                                       17

<page>

                    (iii) Moving expense reimbursements (whether or not
includable in the gross income of the Employee);

                    (iv)  Other amounts which received special tax benefits such
as premiums for group term life insurance (but only to the extent that the
premiums were not includable in the gross income of the Employee), or
contributions made by a Times Mirror Employer (whether or not under a salary
reduction agreement) toward the purchase of an annuity described in Code Section
403(b) (whether or not the amounts were actually excludable from the gross
income of the Employee); and

                    (v)   Amounts realized in the sale, exchange or other
disposition of stock acquired under a qualified stock option.

               (d)  Statutory Compensation for any Limitation Year will not
exceed the compensation actually paid or includable in gross income during such
year.

               (e)  Notwithstanding the foregoing and any other provision of
this Plan to the contrary, in no event shall a Participant's Statutory
Compensation in any Plan Year exceed an amount equal to the Annual Dollar Limit.

          1.77. Subsidiary Company.  "Subsidiary Company" shall mean:
                ------------------

               (a)  Any corporation (other than The Times Mirror Company) that
is included in a controlled group of corporations, within the meaning of Code
Section 414(b), that includes The Times Mirror Company, and

               (b)  Any trade or business (other than The Times Mirror Company)
that is under common control with The Times Mirror Company within the meaning of
Code Section 414(c), and

               (c)  Any member (other than The Times Mirror Company) of an
affiliated service group, within the meaning of Code Section 414(m), that
includes The Times Mirror Company, and

               (d)  Any other entity required to be aggregated with The Times
Mirror Company under regulations promulgated under Code Section 414(o). The term
Subsidiary Company shall include both domestic and foreign companies.

          1.78. Supplemental Deferral.  "Supplemental Deferral" shall mean a
                ----------------------
Participant Deferral in excess of an amount equal to six percent (6%) of a
Participant's Basic Compensation.

          1.79. Testing Compensation. "Testing Compensation," for purposes of
                --------------------
the application of the Average Deferral Percentage test, described in Section
5.3 (Deferral Percentage Fail-Safe Provisions), and the Average Contribution
Percentage test, as described in section 6.4 (Contribution Percentage Fail-Safe
Provisions) in any Plan Year, shall mean the compensation reported for an
Employee on Form W-2 for such Plan Year, that is an Employee's wages as defined
within the meaning of Code Section 3401 (a) for purposes of income tax
withholding, but determined without regard to any rules that limit the
remuneration included in wages based

                                       18

<page>

on the nature or location of the employment or the services performed, plus any
amounts which are contributed by a Times Mirror Employer pursuant to salary
reduction elections of an Employee and which are not includable in the gross
income of the Employee under Code Section 125 or 402(e)(3) (i.e., a cafeteria
plan or 401(k) plan, including this Plan) for such Plan Year.

          1.80. Times Mirror Employer. "Times Mirror Employer" or "Employer"
                ---------------------
shall mean The Times Mirror Company or any Subsidiary Company, whether or not
such entities have adopted the Plan. "Times Mirror Employer" when used in the
Plan shall refer to such entities either individually or collectively, as the
context may require. In the event that a Subsidiary Company ceases to be a
Subsidiary Company as defined in Section 1.77 (Subsidiary Company), then such
company shall cease to be a Times Mirror Employer under the Plan as of the date
such company ceases to be a Subsidiary Company, unless provided otherwise by the
Board of Directors.

          1.81. Trust or Trust Fund. "Trust" or "Trust Fund" shall mean any
                -------------------
trust established under an agreement between The Times Mirror Company and a
Trustee under which the funds comprising the Participants' Accounts are held,
and shall include any and all amendments to such trust agreement.

          1.82. Trust Agreement.  "Trust Agreement" shall mean the Agreement by
                ----------------
and between The Times Mirror Company and one or more Trustees, as said Agreement
may from time to time be amended.

          1.83. Trustee.  "Trustee" shall mean Fidelity Management Trust Company
                -------
and any duly appointed successor trustee.

          1.84. Valuation Date.  "Valuation Date" shall mean the date upon
                ---------------
which the value of each Account is determined, which date shall be each business
day on which the New York Stock Exchange is open for trading.

          1.85. Vested.  "Vested," when used with reference to a Participant's
                ------
Accounts, shall mean non-forfeitable.

          1.86. Vesting Service. "Vesting Service" shall mean the period of
                ---------------
service which is used to determine a Participant's right to vest under Article
VIII (Vesting; Payment of Plan Benefits), as determined in accordance with the
provisions of Article II (Service Counting Rules). The term "Vesting Service"
shall refer to Years of Vesting Service.

          1.87. Year of Eligibility Service.  "Year of Eligibility Service"
                -----------------------------
shall mean a year of service credited for eligibility purposes as described in
the provisions of Article II (Service Counting Rules).

          1.88. Year of Vesting Service.  "Year of Vesting Service" shall mean
                ------------------------
a year of service credited for vesting purposes as described in the provisions
of Article II (Service Counting Rules).

                                       19

<page>

                                   ARTICLE II

                             SERVICE COUNTING RULES

          2.1.  Service - General Rule. In general, in order to have service
                ----------------------
credit recognized or to make any deferrals under the Plan, an Employee must
become an Eligible Employee as set forth in the Plan. The following is a general
description of the circumstances under which an Employee earns each type of
service under the Plan:

               (a)  Eligibility Service. An Employee receives credit for
Eligibility Service while such individual is an Employee. However, in order to
become an Eligible Employee under the Plan, the Employee must meet the
eligibility requirements set forth in Article III (Eligibility and
Participation).

               (b)  Vesting Service. An Employee receives credit for Vesting
Service while such individual is an Employee. However, the Plan does not
recognize such Vesting Service credit unless and until the Employee meets the
Eligibility requirements of the Plan set forth in Article III (Eligibility and
Participation).

          2.2.  Hours of Service.  "Hours of Service" shall be determined as
                ----------------
follows:


               (a)  Working paid time. An Employee shall receive credit for
Hours of Service for each hour for which the Employee is paid, or entitled to
payment, for the performance of duties for any Times Mirror Employer. These
hours shall be credited to the Employee for the calendar year in which the
duties are performed.

               (b)  Non-working paid time (other than disability).
                    ---------------------------------------------

                    (i)   An Employee shall receive credit for Hours of Service
for each hour for which the Employee is paid, or entitled to payment, by any
Times Mirror Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to, but not limited to, vacation, holiday, layoff, jury duty, military duty,
leave of absence (other than disability) or amounts which are paid in
anticipation of termination of employment, including severance and separation
pay.

                    (ii)   These hours shall be credited to the Employee for the
calendar year in which the non-performance of duties occurs or the equivalent
period represented by the amount of any single sum payment made in anticipation
of termination of employment.

                    (iii)  In no event shall an Employee receive Hours of
Service credit for any single continuous period during which no duties are
performed and for which the Employee receives payments which have been deferred
until after termination of employment, if such period occurs after and is not
continuous with termination of employment. However, in the event credit is
required to be given under pertinent federal regulations, then in no event shall
an Employee receive more than five hundred one (501) Hours of Service for any
single continuous period during which no duties are performed and for which the
Employee receives payments which have been deferred until after termination of
employment, if such period occurs after and is not continuous with termination
of employment.

                                       20

<page>

                    (iv)  The computation of non-work hours under this
Subsection 2.2(b) shall be calculated and credited pursuant to the Hour of
Service rules under Regulations Section 2530.200b-2(b), (c) and (f) of ERISA
which are incorporated herein by this reference.

               (c)  Periods of disability.
                    ---------------------

                    (i)   An Employee shall receive credit for Hours of Service
for each hour for which the Employee is on an Authorized Leave of Absence with
any Times Mirror Employer (irrespective of whether the employment relationship
has terminated) due to short-term disability (including any illness or
incapacity or a disability under workers' compensation which shall be treated in
the same manner and with the same limitations as if it were a non-work-related
short-term disability). These hours shall be credited to the Employee for the
calendar year in which the short-term disability occurs.

                    (ii)  An Employee shall receive Hours of Service credit up
to one (1) additional year for periods of disability in excess of the short-term
disability period, provided the Employee is still on an Authorized Leave of
Absence on account of disability and has not terminated employment. These hours
shall be credited to the Employee for the calendar year to which the Authorized
Leave of Absence pertains.

                    (iii) The computation of non-work hours under this
Subsection 2.2(c) shall be calculated and credited pursuant to the Hour of
Service rules under Regulations Section 2530.200b-2(b), (c) and (f) of ERISA
which are incorporated herein by this reference.

               (d)  Unpaid Authorized Leaves of Absence (other than on account
of disability). An Employee shall receive credit for Hours of Service for each
hour, based on the number of the Employee's regularly scheduled work hours per
week, for which the Employee has been granted an Authorized Leave of Absence
without pay (other than on account of disability) by any Times Mirror Employer,
up to a maximum of one (1) year of credit for such leave, provided the Employee
has not terminated employment. These hours shall be credited to the Employee for
the calendar year to which the Authorized Leave of Absence pertains, rather than
the calendar year in which the Authorized Leave of Absence is granted.

               (e)  Back Pay. An Employee shall receive credit for Hours of
Service for each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by any Times Mirror Employer. The same Hours of
Service credited under this Subsection (e) shall not also be credited under
Subsections (a), (b), (c) or (d), as the case may be, simultaneously. These
hours shall be credited to the Participant for the calendar year or years to
which the award or agreement pertains rather than the calendar year in which the
award, agreement or payment is made.

               (f)  Payments required under government program or medical
program. An Employee shall not receive credit for Hours of Service for each hour
for which the Employee is directly or indirectly paid, or entitled to payment,
on account of a period during which no duties are performed if such payment is
made or due solely for the purpose of complying with applicable unemployment
compensation, workers' compensation (except as specified above), or

                                       21

<page>

disability insurance laws or is a payment which solely reimburses the Employee
for medical or medically related expenses incurred by such Employee.

               (g)  Military Leave. The service credit of any former Employee
who is reemployed on or after December 12, 1994, following a Military Leave
shall be governed by Section 5.9 (Reemployment Rights After Qualified Military
Service).

          2.3.  Equivalencies for Hours of Service. In calculating Hours of
                ----------------------------------
Service, the Committee may, in lieu of actually counting hours, use
equivalencies for classifications of Employees for whom exact hours counting
would be administratively burdensome or where Participating Company records; or
Times Mirror Employer records as the case may be, do not accurately reflect
actual hours worked during a period; provided that, if the Committee decides to
calculate Hours of Service based upon any equivalencies for any classification
of Employees, the equivalencies shall be reasonable and nondiscriminatory, and
shall be consistently applied. In general the equivalency which will be used
shall credit an Employee with forty-five (45) hours for Hours of Service for
each week for which the Employee would be required to be credited with at least
one (1) Hour of Service. However, the Committee, in its sole discretion, may
decide that, under certain circumstances, other equivalencies set forth in the
Hours of Service rules under Regulations Section 2530.200b-3 of ERISA are more
appropriate and may adopt such other equivalencies in a reasonable, consistent,
and non-discriminatory manner.

          2.4.  Year of Eligibility Service.
                ---------------------------

               (a)  "Year of Eligibility Service" shall mean, with respect to an
Employee, the completion of an eligibility computation period during which the
Employee completes one thousand (1,000) or more Hours of Service. The initial
eligibility computation period shall be the twelve (12) consecutive month period
commencing on the Employee's Employment Commencement Date. Subsequent
eligibility computation periods, and the eligibility computation period for an
Employee who earned less than one thousand (1,000) Hours of Service during the
Employee's first twelve (12) months of employment, shall be calendar years, the
first one of which shall include the Employee's first anniversary of his or her
Employment Commencement Date.

               (b)  Under no circumstances shall an Employee be credited with a
Year of Eligibility Service earlier than the first anniversary of the Employee's
Employment Commencement Date. A former Employee shall earn a Year of Eligibility
Service under the provisions of this Section regardless of whether such
individual is an Employee at the time such credit is earned, except that such
individual shall not be eligible to become a Participant in the Plan unless and
until such individual is rehired by a Times Mirror Employer and meets the
eligibility provisions of the Plan described in Article III (Eligibility and
Participation).

          2.5.  Year of Vesting Service.
                -----------------------

               (a)  "Year of Vesting Service shall mean, with respect to an
Employee, a calendar year during which the Employee completes one thousand
(1,000) or more Hours of Service.

                                       22

<page>

               (b)  In no event shall an Employee earn more than one (1) Year of
Vesting Service in any calendar year unless such credit in excess of one (1)
year results from credit for amounts paid upon termination of employment as
described in Subsection 2.2(b) (Hours of Service -- Nonworking paid time (other
than disability)). Credit for Years of Vesting Service described in this Section
shall be subject to other rules and limitations described in the provisions of
this Article II (Service Counting Rules).

          2.6.  Limitations on Credit for Vesting Service.
                -----------------------------------------

               (a)  An Employee shall earn an Hour of Service or a Year of
Vesting Service for periods of employment while the Employee is an Employee. An
Employee is entitled to receive credit for service without regard to whether
such service was earned by the Employee performing work for a Times Mirror
Employer pursuant to a collective bargaining agreement or outside of a
collective bargaining agreement and without regard to whether a Times Mirror
Employer was a domestic or foreign subsidiary or division of The Times Mirror
Company.

               (b)  In addition to any limitations set forth in determining
credit for Hours of Service or Years of Vesting Service, an Employee shall not
be entitled to Vesting Service for periods of employment which are not required
to be recognized as a result of a Rule of Parity Break in Service with respect
to Vesting Service.

          2.7.  Credit prior to January 1, 1989.  Limitations on credit for
                -------------------------------
service prior to January 1, 1989 shall include, but are not limited to, the
following rules:

               (a)  In general, Vesting Service and Eligibility Service as
described in this Plan apply to any Employee who terminates employment on or
after January 1, 1989, except as otherwise specifically provided to the contrary
in other provisions of this Plan. Employees who terminated employment prior to
January 1, 1989 shall receive Vesting Service and Eligibility Service credit
determined in accordance with the provisions of the Plan in effect at the time
that such credit was earned.

               (b)  An Employee's Vesting Service and Eligibility Service in
respect of service performed prior to January 1, 1984, shall be determined by
reference to the method of crediting service for those purposes under the terms
of a defined benefit plan (within the meaning of Code Section 415(k)) (i)
maintained by the Times Mirror Employer (or unit or division thereof) that,
while employing such Employee, first becomes a Participating Company and (ii) as
in effect on the Starting Date applicable to such Times Mirror Employer (or unit
or division thereof).

          2.8. Credit for Service Prior to Acquisition or After Divestiture.
               ------------------------------------------------------------
Service performed for a Subsidiary Company (or a unit or division of a
Subsidiary Company or The Times Mirror Company) prior to the date as of which
such entity became a Subsidiary Company (or a unit or division of such
Subsidiary Company or The Times Mirror Company) shall be taken into account
under this Plan as follows:

               (a)  Prior to Acquisition.
                    --------------------


                                       23


<page>

                    (i)   Prior plan. Credit for such prior service shall be
recognized to the maximum extent such prior service has been recognized for
purposes of vesting service and eligibility service under the terms of any other
retirement plan qualified under Code Section 401(a) maintained by such
Subsidiary Company prior to the acquisition, provided such plan continues to be
maintained by such Subsidiary Company after the acquisition of such Subsidiary
Company.

                    (ii)  Acquisition agreement. In the event Paragraph (i)
above does not apply, any credit for such prior service shall be recognized only
to the extent expressly required by the terms of the acquisition agreement.

                    (iii) In the event Paragraphs (i) and (ii) do not apply, any
credit for such prior service shall be recognized only to the extent expressly
provided (1) by resolution of the Committee; (2) if such Subsidiary Company is
not a Participating Company, by the provisions of any other retirement plan
qualified under Code Section 401 (a) and sponsored or adopted by such Subsidiary
Company after the acquisition; or (3) if such Subsidiary Company is a
Participating Company, by amendment to this Plan.

If no action as described in Paragraphs (i), (ii), or (iii) above is taken to
provide credit for any service performed for such Subsidiary Company (or unit or
division of such subsidiary Company or The Times Mirror Company) which is
performed prior to the date such entity became a Subsidiary Company (or a unit
or division of such Subsidiary Company or The Times Mirror Company), then such
prior service shall not be taken into account for purposes of computing Vesting
Service or Eligibility Service under the Plan.

               (b)  Service after Divestiture. Service performed for a
Subsidiary Company (or a unit or division of a Subsidiary Company or The Times
Mirror Company) after the date such entity ceases to be a Subsidiary Company of
The Times Mirror Company shall not be taken into account under the Plan except
as specifically provided otherwise in a Plan amendment adopted by the Committee.

               (c)  Service with Matthew Bender & Company, Inc." Notwithstanding
the foregoing provisions of this Section 2.8, service performed for Matthew
Bender & Company, Inc. after July 31, 1998, the date such entity ceased to be a
Participating Company under this Plan, shall not be taken into account under the
Plan.

               (d)  Service with Mosby, Inc. Notwithstanding the foregoing
provisions of this Section 2.8, service performed for Mosby, Inc. on or after
October 9, 1998, the date such entity ceased to be a Participating Company under
this Plan, shall not be taken into account under the Plan.

          2.9. Credit for Service under a Predecessor Plan. Vesting Service and
               -------------------------------------------
Eligibility Service performed while a participant in a Predecessor Plan prior to
that plan's merger into this Plan shall be taken into account under this Plan
for the purposes of determining Vesting Service and Eligibility Service to the
extent it was earned and credited under the provisions of the Predecessor Plan.

                                       24

<page>

          2.10. Transfer to or from Another Times Mirror Plan. In the event a
                ---------------------------------------------
Participant in this Plan transfers to a nonparticipating Times Mirror Employer
and participates in the defined contribution plan of that Times Mirror Employer
or an Employee who has previously participated in the defined contribution plan
of a nonparticipating Times Mirror Employer transfers to a Participating Company
and becomes a Participant in this Plan, the following rules shall apply:

               (a)  Eligibility Service. Eligibility Service earned under such
plan at such Subsidiary Company shall be recognized under this Plan. In no event
shall an Employee earn in total more than one (1) Year of Eligibility Service in
any calendar year from the defined contribution plans of all Times Mirror
Employers, except as provided in Section 1.84 (Year of Eligibility Service).

               (b)  Vesting Service. Vesting Service earned under such plan at
such Subsidiary Company shall be recognized under this Plan. In no event shall
an Employee earn in total more than one (1) Year of Vesting Service in any
calendar year from the defined contribution plans of all Times Mirror Employers,
except as provided in Section 1.85 (Year of Vesting Service).

          2.11. Rehire.  In the event a Participant has terminated employment
                ------
with all Times Mirror Employers and is rehired by a Times Mirror Employer, the
following rules shall apply:

               (a)  Eligibility Service.  Eligibility Service earned prior to
                    --------------------
the termination of employment and after the rehire date shall be aggregated in
all cases.

               (b)  Vesting Service. If the Participant still retains credit for
Vesting Service under the Plan upon such individual's rehire date, then Vesting
Service prior to the termination of employment and after the rehire date shall
be aggregated. If not, the Participant shall be treated as a new Employee.

The provisions of this Section shall be subject to any limitations described in
Section 2.10 (Transfer to or from Another Times Mirror Plan) and the definitions
of Vesting Service and Eligibility Service.

          2.12. Rule of Parity Break in Service. "Rule of Parity Break in
                -------------------------------
Service" shall mean the event which occurs when Vesting Service shall be
disregarded under the Plan in accordance with the following rules:

               (a)  In the case of a Participant who is not Vested under Article
VIII (Vesting; Payment of Plan Benefits), and who sustains one (1) or more
consecutive Breaks in Service, Years of Vesting Service earned prior to the
first such Break shall be disregarded and permanently forfeited if the number of
consecutive Breaks in Service equals or exceeds the greater of (i) five (5), or
(ii) the number of Years of Vesting Service prior to the first such Break.

               (b)  The Years of Vesting Service taken into account under this
Subsection shall exclude any Years of Vesting Service which were previously
disregarded on account of a prior Rule of Parity Break in Service.

                                       25

<page>


Service which was not required to be taken into account under the prior Plan
provisions in effect prior to January 1, 1985 because of the Employee's
termination of employment or Break(s) in Service shall not be taken into account
in this Plan.

                                  ARTICLE III.

                          ELIGIBILITY AND PARTICIPATION

          3.1.  Eligibility to Participate.  An Employee shall become eligible
                ---------------------------
to participate in the Plan in accordance with the following rules:

               (a)  An Employee who was eligible to participate in the Plan on
the Effective Date shall continue to be eligible to participate in the Plan.

               (b) Every other Employee shall become eligible to participate in
the Plan as of the later of the date such individual attains the age twenty-one
(21) or completes one Year of Eligibility Service, provided the Employee is an
Eligible Employee as of such date.

          3.2. Enrollment for Active Participation. In order to become an Active
               -----------------------------------
Participant hereunder, an Eligible Employee who has met the requirements of
Section 3.1 (Eligibility to Participate) must make the election under Section
5.1 (Participant Deferrals) and enroll in the Plan in accordance with the Rules
of the Plan.

          3.3. Effective Date of Active Participation. An Eligible Employee
               --------------------------------------
shall become an Active Participant effective as of the Payroll Date that is no
later than the second Payroll Date next following the later of (a) the Payroll
Date next following the date the Employee becomes an Eligible Employee as
described in Section 1.31 (Eligible Employee), or (b) the date on which the
Eligible Employee enrolls in the Plan in accordance with Section 3.2 (Enrollment
for Active Participation).

          3.4.  No Maximum Date Limitations.  An Eligible Employee may become or
                -----------------------------
continue as an Active Participant in this Plan beyond his or her Normal
Retirement Date in the same manner as an Eligible Employee who has not reached
his or her Normal Retirement Date.

          3.5.  Termination of Active Participation.  An Employee who is an
                -----------------------------------
Active Participant will cease to be an Active Participant and will become an
Inactive Participant under the following circumstances:

               (a)  When such individual is no longer an Eligible Employee;

               (b)  When such individual is no longer employed by the
Participating Company at which such individual was an Active Participant;

               (c)  When such individual elects to discontinue deferrals and
contributions in accordance with the Rules of the Plan as described in Section
5.7 (Termination of, Change in Rate of, or Resumption of Deferrals and
Contributions);

                                       26

<page>

               (d)  When such individual goes on long term disability or
continues on an Authorized Leave of Absence on account of disability which
exceeds the non-work-related short-term disability period; or

               (e)  When such individual's Participant Deferrals are suspended
on account of a Hardship withdrawal, as provided in Section 8.4(f) (In-Service
Withdrawals).

An Inactive Participant shall cease to be eligible for allocation of Company
Contributions after the date of such change in status, but shall continue to be
eligible to direct the investment of such individual's Accounts, as provided in
Section 4.2 (Investment Options).

          3.6. Participation After Rehire or Other Suspension of Active
               --------------------------------------------------------
Participation. In the event an Eligible Employee ceases to be an Eligible
-------------
Employee, such individual shall become an Active Participant on the latest of:
(i) the date he or she again becomes an Eligible Employee, (ii) the date he or
she satisfies the requirements of Subsection 3.1(b) (Eligibility to
Participate), or (iii) the date he or she enrolls in the Plan as provided in
Section 3.2 (Enrollment for Active Participation). In the event an individual's
active participation in the Plan ceases on account of a request to discontinue
Participant Deferrals or is suspended because of a Hardship withdrawal, such
individual shall become an Active Participant in the Plan upon the date he or
she re-enrolls in the Plan as provided in Section 3.2 (Enrollment for Active
Participation), provided such individual is then an Eligible Employee,
following, in the case of suspension on account of Hardship, the expiration of
the one-year suspension period as set forth in Section 8.4(f) (In-Service
Withdrawals).

          3.7. Transfer to a Participating Company. If an Eligible Employee is
               -----------------------------------
transferred from one Participating Company to another, such individual shall
automatically become an Active Participant under the Plan with such other
Participating Company on the later of: (i) the date he or she enrolls or
re-enrolls in the Plan as provided in Section 3.2 (Enrollment for Active
Participation), or (ii) the date he or she again becomes an Eligible Employee.

          3.8. Employee Responsibility. It shall be the responsibility of an
               -----------------------
Eligible Employee who becomes an Active Participant in this Plan to verify that
amounts of such individual's contributions, if any, are in accordance with his
or her election, and investment of such individual's Accounts is in accordance
with his or her investment designation and to notify the Committee or its
delegate as soon as practicable in the event of error.

          3.9.  Effect of Certain Corporate Transactions.  As a result of
                -----------------------------------------
certain corporate transactions affecting Times Mirror Employers, certain
Participants shall cease to be Active Participants in the Plan as follows:

               (a)  Effective June 4, 1990, Participants who are Eligible
Employees of Times Mirror National Marketing, Inc. shall no longer be eligible
to be Active Participants in the Plan and shall not be eligible to make
Participant Deferrals nor receive allocations of Company Matching Contributions
with respect to Basic Compensation earned on or after that date.

               (b)  Effective July 1, 1993, Participants who are Eligible
Employees of KTVI-TV, Inc. or WVTM-TV, Inc. shall no longer be eligible to be
Active Participants in the Plan and

                                       27

<page>

shall not be eligible to make Participant Deferrals nor receive allocations of
Company Matching Contributions with respect to Basic Compensation earned on or
after that date.

               (c)  Effective January 4, 1994, Participants who are Eligible
Employees of KDFW-TV, Inc. or KTBC-TV, Inc. shall no longer be eligible to be
Active Participants in the Plan and shall not be eligible to make Participant
Deferrals nor receive allocations of Company Matching Contributions with respect
to Basic Compensation earned on or after that date.

               (d)  Effective February 1, 1995, Participants who are Eligible
Employees of Times Mirror Cable Television, Inc. shall no longer be eligible to
be Active Participants in the Plan and shall not be eligible to make Participant
Deferrals nor receive allocations of Company Matching Contributions with respect
to Basic Compensation earned on or after that date.

               (e)  Effective December 15, 1995, Participants who are Eligible
Employees of Times Mirror Higher Education Group, Inc. who became employees of
Julin Printing Company, Inc. on that date shall no longer be eligible to be
Active Participants in the Plan and shall not be eligible to make Participant
Deferrals nor receive allocations of Company Matching Contributions with respect
to Basic Compensation earned on or after that date.

               (f)  Effective October 15, 1996 Participants who are Eligible
Employees of Times Mirror Higher Education Group, Inc., including those
Participants whose employment was transferred from Mosby-Year Book, Inc. to
Times Mirror Higher Education Group, Inc. as of such date, shall no longer be
eligible to be Active Participants in the Plan and shall not be eligible to make
Participant Deferrals nor receive allocations of Company Matching Contributions
with respect to Basic Compensation earned after that date.

               (g)  Effective January 10, 1997, Participants who are Eligible
Employees of CRC Press, Inc. shall no longer be eligible to be Active
Participants in the Plan and shall not be eligible to make Participant Deferrals
nor receive allocations of Company Matching Contributions with respect to Basic
Compensation earned on or after that date.

               (h)  Effective May 14,1997, Participants who are Eligible
Employees of Harry N. Abrams, Incorporated shall no longer be eligible to make
Participant Deferrals nor receive allocations of Company Matching Contributions
with respect to Basic Compensation earned on or after that date.

               (i)  Effective September 19, 1997, Participants who are Eligible
Employees of National Journal, Inc. shall no longer be eligible to make
Participant Deferrals nor receive allocations of Company Matching Contributions
with respect to Basic Compensation earned on or after that date.

               (j)  Effective July 31, 1998, Participants who are Eligible
Employees of Matthew Bender & Company, Inc. shall cease to be Active
Participants in the Plan and shall not be eligible to make Participant Deferrals
or receive allocations of Company Matching Contributions after that date.

               (k)  Effective October 9, 1998, Participants who are Eligible
Employees of Mosby, Inc. shall cease to be Active Participants in the Plan and
shall not be eligible to make


                                       28

<page>

Participant Deferrals or to receive allocations of Company Matching
Contributions on or after that date.

                                  ARTICLE IV.

                            INVESTMENT OF TRUST FUND

          4.1.  Trust Fund.
                ----------


               (a)  Amounts contributed under the Plan shall be held in a Trust
Fund established by The Times Mirror Company. The assets of the Trust Fund shall
be invested in one or more of the Investment Funds described in Subsection (b)
hereof.

               (b)  From time to time, the Committee, in its sole discretion,
shall establish Investment Funds that shall be invested in such assets as the
Committee or an Investment Manager (if applicable) shall direct, except that the
Committee shall continue to maintain the Company Stock Fund A, the Company Stock
Fund C and the Cox Stock Fund in the Trust as long as any Participant has any
portion of his or her Accounts invested in A shares of Company Stock, C shares
of Company Stock or Cox Stock, respectively.

               (c)  Notwithstanding the establishment and maintenance of these
Investment Funds, this Plan shall constitute a single employee benefit plan and
the various Investment Funds of the Trust shall constitute a single Trust Fund
under the Plan.

          4.2.  Investment Options.
                ------------------

               (a)  As permitted under the Rules of the Plan, a Participant's
Accounts (other than a Participant's PAYSOP Account) shall be invested in any
whole number percentage (or any whole dollar amount with respect to existing
Account balances) among the Investment Funds as the Participant shall elect;
provided, however, that no Participant may elect to add or transfer any portion
of his or her Accounts to Company Stock Fund C or to the Cox Stock Fund for
investment.

               (b)  As permitted under the Rules of the Plan, a Payee other than
the Participant may elect to have his or her Accounts (other than such
individual's PAYSOP Account) held and invested under any investment option or
options available under subsection (a) in any whole number percentage or whole
dollar amount. (c) Any such election under subsection (a) or (b) shall remain in
effect until revoked or modified by the Participant or other Payee as described
in Section 4.4 (Investment Changes and Transfers).

               (d)  The Committee, in its sole discretion, may from time to time
establish new Investment Funds in addition to or in place of existing funds and
may, in its discretion, terminate or limit the availability of any Investment
Fund at any time.

               (e)  Except for the portion of the Plan consisting of PAYSOP
Accounts, the Plan is a plan which is described in ERISA Section 404(c) under
which each Participant or other

                                       29

<page>

Payee shall exercise control over the assets in such individual's Accounts and
shall be provided the opportunity to choose, from a broad range of investments,
the manner in which the assets in such individual's Accounts are invested. The
Participant or Payee shall not be deemed to be a fiduciary by reason of such
individual's exercise of control and no person who is otherwise a fiduciary
shall be liable for any loss or by reason of any breach which results from such
exercise of control, whether by the Participant's or other Payee's affirmative
direction or failure to direct an investment. In addition, no Participant's or
other Payee's Account shall bear any loss or have any responsibility or
liability for any investment directed by any other Participant or Payee with
respect to such individual's Accounts.

               (f)  The Times Mirror Company shall not be required to engage in
any transaction, including without limitation, directing the purchase or sale of
Company Stock, that it, in its sole discretion, determines might tend to subject
itself, the members or delegates of the Committee, the Plan, the Trust Fund, any
Times Mirror Employer, or any Employee to liability under federal or state
securities law.

               (g)  The PAYSOP Accounts shall be held and invested in the
Company Stock Funds except to the extent a Participant has elected to diversify
his investments in accordance with the provisions of Section 17.5
(Diversification of Investments). Once a Participant has elected to diversify
the investment of his or her PAYSOP Account, such Participant may not thereafter
direct the investment of the portion of such Account with respect to which the
diversification election is effective to any Company Stock Fund.

          4.3.  Investment of New Contributions.
                -------------------------------

                Subject to Section 4.2 (Investment Options) and in accordance
with the Rules of the Plan, each Participant may designate the proportions in
any whole number percentage in which new contributions to his or her Accounts
(other than such individual's PAYSOP Account) are to be allocated among the
Investment Funds (other than Company Stock Fund C or the Cox Stock Fund).

          4.4.  Investment Changes and Transfers.
                --------------------------------

                Subject to the Rules of the Plan, each Participant or other
Payee may change the investment elections made under Sections 4.2 (Investment
Options) and 4.3 (Investment of New Contributions) by electing to have the
assets in such individual's Accounts (other than such individual's PAYSOP
Account) invested in any Investment Fund or transferred to any other Investment
Fund (other than Company Stock Fund C or the Cox Stock Fund).

          4.5.  Transfer of Assets.
                ------------------

                In accordance with the Rules of the Plan, the Committee (or
its delegate) shall direct the Trustee to make such transfers of money or other
property among the Investment Funds as may be necessary to effect the aggregate
of the transfer transactions (after the Committee (or its delegate) has caused
the necessary entries to be made in the Participant's or Payee's Accounts in the
Investment Funds and has reconciled offsetting transfer elections).


                                       30

<page>

          4.6.  Effect of Non-Election.
                ----------------------


                If a Participant or other Payee fails or declines to make an
election under Section 4.2 (Investment Options), the Participant's or Payee's
Accounts shall be held in one or more Investment Funds as directed by the
Committee.

          4.7.  Voting and Other Rights of Company Stock.  All rights of Company
                ----------------------------------------
Stock held by the Trust Fund shall be exercised by the Trustee in accordance
with the following rules:

               (a)  Each Participant or other Payee shall have the right to
instruct the Trustee confidentially in the manner prescribed by the Committee or
its delegate as to how to vote the shares of Company Stock allocated to the
Participant's PAYSOP Account and such portion of his or her Accounts invested in
the Company Stock Fund. For this purpose, a Participant's or Payee's allocated
number of shares of Company Stock shall be based on the amount of Company Stock
allocated to such individual's PAYSOP Account and such portion of his or her
Accounts invested in the Company Stock Fund as of the Valuation Date coinciding
with or next preceding the record date for matters with respect to which the
Company Stock is being voted. The Committee or its delegate may require
verification of the Trustee's compliance with such confidential voting
instructions by an independent auditor selected by the Committee or its
delegate. The instructions received by the Trustees from Participants or Payees
will be held by the Trustees in strict confidence and will not be divulged or
released to any person including directors, officers or employees of any Times
Mirror Employer, or of any other company, except as otherwise required by law.

               (b)  All Participants and Payees entitled to direct such voting
shall be notified by the Committee or its delegate of each occasion for the
exercise of these voting rights within a reasonable time (but not less than the
time period that may be required by any applicable state or federal law) before
these rights are to be exercised. The notification shall include all information
distributed to other shareholders of Company Stock regarding the exercise of
such rights.

               (c)  In the event that a Participant or Payee shall fail to
direct the Trustee, in whole or in part, as to exercise of voting rights arising
under any Company Stock credited to such portion of his or her Accounts invested
in the Company Stock Fund, then these voting rights shall not be exercised at
all and shall be recorded as abstentions. In the event that a Participant or
Payee shall fail to direct the Trustee, in whole or in part, as to exercise of
voting rights arising under any Company Stock credited to his or her PAYSOP
Account, then these voting rights shall be exercised by the Trustee in its
absolute discretion or in accordance with directions received from a fiduciary
independent of the Trustee and the Plan Sponsor. At the request of the Trustee,
the Committee shall appoint such independent fiduciary to exercise such
authority. The instructions of any such independent fiduciary shall be held in
confidence by the Trustee and shall not be divulged to the Plan Sponsor, or any
officer or Employee thereof, or any person.

               (d)  Neither the Committee nor any delegate thereof shall in any
event make any recommendation to any Participant or Payee regarding the exercise
of such individual's voting rights under this Section 4.7, except pursuant to
the provision and distribution of proxy

                                       31

<page>

materials, nor shall the Committee nor any delegate thereof make any
recommendation as to whether any such rights should or should not be exercised
by the Participant or Payee.

               (e)  All rights of Company Stock held in the Trust Fund allocated
to PAYSOP Accounts other than rights pertaining to voting shall be exercised by
the Trustee in accordance with directions received from a fiduciary independent
of the Trustee and the Plan Sponsor. At the request of the Trustee, the
Committee shall appoint such independent fiduciary to exercise such authority.
The instructions of any such independent fiduciary shall be held in confidence
by the Trustee and shall not be divulged to the Plan Sponsor, or any officer or
Employee thereof, or any person.

               (f)  All rights of Company Stock held in the Trust Fund allocated
to the portions of Accounts invested in the Company Stock Fund other than rights
pertaining to voting, shall be exercised by the Trustee pursuant to instructions
received from each Participant or other Payee. If no such instructions are
received from a Participant or other Payee, then such rights pertaining to the
Company Stock held on behalf of such Participant or Payee in the Company Stock
Fund shall not be exercised.

                                   ARTICLE V.

                     PARTICIPANT DEFERRALS AND CONTRIBUTIONS

          5.1.  Participant  Deferrals.  The following provisions are subject to
                ----------------------
the overriding limitations of Articles V (Participant Deferrals and
Contributions), VI (Company Contributions), and XIII (Limitations on
Allocations).

               (a)  Each Active Participant may elect, in accordance with the
Rules of the Plan, to defer the lesser of:

                    (i)   Any whole number percentage, which is not less than
one percent (1%) nor more than fifteen percent (or such other percentage which
is established by the Committee), of such Active Participant's Basic
Compensation for each Payroll Date in such Plan Year; or

                    (ii)  The excess of $7,000 (as adjusted automatically for
increases in the cost of living as described in Code Section 402(g)(5)) over any
amounts described in Code Section 402(g)(3) and not deferred hereunder;

provided, however, that the sum of an Active Participant's contribution to such
individual's Basic and Supplemental Deferral Accounts and After-Tax Account for
any Plan Year shall not exceed fifteen percent (15%) of such individual's Basic
Compensation (or such other percentage established by the Committee).

               (b)  The first six percent (6%) of Basic Compensation so deferred
by any Active Participant shall be held for contribution to such Active
Participant's Basic Deferral Account.

                                       32

<page>

               (c)  The amount of Basic Compensation deferred by such Active
Participant in excess of six percent (6%) of such individual's Basic
Compensation shall be held for contribution to such Active Participant's
Supplemental Deferral Account.

               (d)  Except as provided in Section 3.5 (Termination of Active
Participation), a deferral election by an Active Participant shall remain in
effect from year to year (notwithstanding salary or wage rate changes) until
altered or terminated by such Active Participant in accordance with Section 5.7
(Termination of, Change in Rate of, or Resumption of Deferrals and
Contributions).

               (e)  Participant Deferrals in the percentages elected under
Subsection (a) hereof shall be made only by payroll deduction effective for
Basic Compensation received on and after the Payroll Date with respect to which
such election is effective.

               (f)  The Committee or its delegate may prescribe such rules as it
deems necessary or appropriate regarding the maximum amount that Active
Participants may elect to defer and the timing of such elections. These rules
may include, but not by way of limitation, prescriptions for a maximum
percentage of Basic Compensation that may be deferred, or that the maximum
percentage of Basic Compensation that Active Participants may defer above a
certain dollar amount of Basic Compensation will be a lower percentage of Basic
Compensation than the maximum deferral percentage applicable to Basic
Compensation below that dollar amount, or that the percentage of Basic
Compensation that may be contributed as an after-tax contribution may be subject
to reduction below the amount permitted under Section 5.5 (After-Tax
Contributions). These rules shall apply to all Eligible Employees, except to the
extent that the Committee or its delegate prescribes special or more stringent
rules applicable only to Highly Compensated Employees.

          5.2. Character of Amounts Contributed as Participant Deferrals. Unless
               ---------------------------------------------------------
otherwise specifically provided to the contrary elsewhere in this Plan,
Participant Deferrals pursuant to a Participant's contribution election
described above in Section 5.1 (Participant Deferrals) and which qualify for
treatment under Code Section 401(k) and are contributed to the Trust Fund
pursuant to Article VI (Company Contributions) shall be treated, for federal and
state income tax purposes, as Company Contributions.

          5.3.  Deferral Percentage Fail-Safe Provisions.
                ----------------------------------------

               (a)  For each Plan Year, the Actual Deferral Percentage with
respect to Eligible Employees who are Highly Compensated Employees for the
current Plan Year, shall be

                    (i)   not more than 125 percent of, or

                    (ii)  (to the extent allowed by regulations under Code
Section 401(m)(9)) not more than two percentage points higher than, and not more
than twice,

the Actual Deferral Percentage for the preceding Plan Year with respect to
Eligible Employees who are not Highly Compensated Employees for the preceding
Plan Year (using the definition of such term that was in effect during such
preceding Plan Year). The Committee may elect to apply the Actual Deferral
Percentage for the group of Eligible Employees who are not Highly

                                       33

<page>
Compensated Employees based on the current Plan Year rather than the preceding
Plan Year, except if such election is made, it may not be changed except as
provided by the Secretary of the Treasury; provided, however, if the Committee
elects to use the current year data for the Plan Year beginning January 1, 1997,
it may apply the prior year's data for the Plan Year beginning January 1, 1998
without receiving approval from the Secretary. To the extent necessary to
achieve such result (and notwithstanding Sections 5.1 (Participant Deferrals)
and 6.1 (Company Contributions)) as of the end of each Plan Year, the Committee
shall take or cause to be taken one or more of the actions listed in Subsection
(e).

               (b)  For the purposes of the limitations of this Section, the
following definitions shall apply:

                    (i)   "Actual Deferral Percentage" means, with respect to
Eligible Employees who are Highly Compensated Employees and all other Eligible
Employees for the applicable Plan Year, the average of the Deferral Percentages,
calculated separately for each Eligible Employee in such group.

                    (ii)  "Deferral Percentage" means for any Eligible Employee
the ratio of the amount of Participant Deferrals under the Plan allocated to the
Eligible Employee for the applicable Plan Year to such Eligible Employee's
Testing Compensation for such Plan Year. An Eligible Employee's Participant
Deferrals may be taken into account for purposes of determining such
individual's Deferral Percentage for a particular Plan Year only if such
Participant Deferrals are allocated to the Eligible Employee as of a date within
that Plan Year. For purposes of this rule, an Eligible Employee's Participant
Deferrals shall be considered allocated as of a date within a Plan Year only if
(A) the allocation is not contingent upon the Eligible Employee's participation
in the Plan or performance of services on any date subsequent to that date, and
(B) the Participant Deferrals are actually paid to the Trust no later than the
end of the twelve month period immediately following the Plan Year to which the
contribution relates.

                    (iii) "Eligible Employee," for the purposes of this Section,
includes any Employee directly or indirectly eligible to make Participant
Deferrals at any time during the Plan Year, including any otherwise Eligible
Employee during a period of suspension due to a Hardship withdrawal pursuant to
Section 8.4(f) (In-Service withdrawals).

               (c)  Except as provided in Subsection (d), the limitations set
forth in Subsection (a)(ii) and Section 6.4(a)(ii) (Contribution Percentage
Fail-Safe Provision) shall not both be utilized for any Plan Year.

               (d)  The limitation of Subsection (c) shall not apply:

                    (i)   if after the application of Subsection (d)(ii), (iii)
and (iv) and Sections 6.4(c)(ii) and (v) (but only to the extent necessary to
meet the requirements of Subsection (a)(ii) hereof or Section 6.4(a)(ii)
(Contribution Percentage Fail-Safe Provisions), as applicable) and before the
application of paragraph (ii), the sum of the Actual Deferral Percentage and the
Average Contribution Percentage of Eligible Employees who are Highly Compensated
Employees does not exceed the sum of the Actual Deferral Percentage and the

                                       34

<page>

Average Contribution Percentage of Eligible Employees who are not Highly
Compensated Employees for the applicable Plan Year by more than two percentage
points, or

                    (ii)  if the limitation of paragraph (i) is exceeded, and
the sum of the Deferral Percentage and the Contribution Percentage of
Participants who are Highly Compensated Employees for such Plan Year does not
exceed the greater of (A) the sum of: (x) 125 percent of the greater of the
Deferral Percentage, or the Contribution Percentage, of Participants who are not
Highly Compensated Employees for the applicable Plan Year, and (y) that
percentage which is not more than two percentage points higher than, and not
more than twice the lesser of the Deferral Percentage, or the Contribution
Percentage, of such group of Participants for such Plan Year, or the sum of: (x)
125 percent of the lesser of the Deferral Percentage, or the Contribution
Percentage, of the Participants who are not Highly Compensated Employees for the
applicable Plan Year, and (y) that percentage which is not more than two
percentage points higher than, and not more than twice the greater of the
Deferral Percentage, or the Contribution Percentage, of such group of
Participants for such Plan Year.

               (e)  In order to achieve the result described in subsections
(a) and (c), the following actions shall be taken, as provided under Code
Section 401(k), the regulations thereunder and the Rules of the Plan, in the
order selected by the Committee and to the extent necessary:

                    (i)   The Committee may elect for any Plan Year to apply an
alternate definition of Testing Compensation; provided, however, that such
definition shall satisfy the requirements of Code Sections 401(a)(17) and 414(s)
and the Regulations thereunder.

                    (ii)  Prior to the end of the following Plan Year, the
amount of excess contributions within the meaning of Reg. Section
1.401(k)-l(g)(7) (and any income thereon earned to the earlier of the date of
distribution or the last day of the Plan Year in which such contribution was
made computed in a consistent and reasonable manner in accordance with Code
Section 401(a)(4)) for Participants who were Highly Compensated Employees for
the Plan Year shall be allocated according to the Leveling Method and
distributed to the affected Highly Compensated Employees; provided, however,
that any portion of a Highly Compensated Employee's excess contributions which
have been pledged as security for a loan from the Plan shall be applied to
reduce the outstanding amount of the loan not later than two and one-half months
following the end of the Plan Year in which such excess contribution was made.
Any Company Matching Contribution attributable to such excess contributions (and
any income thereto) shall also be distributed to such Highly Compensated
Employees.

               (f)  In the event that as of the last day of a Plan Year this
Plan satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only
if aggregated with one or more other plans which include arrangements under Code
Section 401(k), then this Section shall be applied by determining the Actual
Deferral Percentages of Eligible Employees as if all such plans were a single
plan, in accordance with regulations prescribed by the Secretary of the Treasury
under Section 401(k) of the Code.

               (g)  For the purposes of this Section, the Deferral Percentage
for any Highly Compensated Employee who is a participant under two or more Code
Section 401(k)

                                       35

<page>

arrangements of the Participating Company or any Times Mirror Employer shall be
determined by taking into account the Highly Compensated Employee's Testing
Compensation under each such arrangement and contributions under each such
arrangement which qualify for treatment under Code Section 401(k), in accordance
with regulations prescribed by the Secretary of the Treasury under Section
401(k) of the Code.

               (h) For purposes of this Section, the amount of Participant
Deferrals by a Participant who is not a Highly Compensated Employee for a Plan
Year shall be reduced by any Participant Deferrals in excess of the Deferral
Limitation which have been distributed to the Participant under Section 5.4
(Provision for Return of Annual Participant Deferrals in Excess of the Deferral
Limitation), in accordance with the regulations prescribed by the Secretary of
the Treasury under Section 401(k) of the Code.

               (i)  The determination of the Deferral Percentage of any
Participant shall be made after applying the provisions of Section 13.5
(Adjustments for Excess Annual Additions) relating to certain limits on Annual
Additions under Section 415 of the Code.

               (j)  To the extent required by regulations under Section 401(k)
or 415 of the Code, any excess Participant Deferrals with respect to a Highly
Compensated Employee shall be treated as Annual Additions under Article XIII
(Limitations on Allocations) for the Plan Year for which the excess Participant
Deferrals were made, notwithstanding the distribution of such excess in
accordance with the provisions of this Section.

          5.4.  Provision for Return of Annual Participant Deferrals in Excess
                --------------------------------------------------------------
of the Deferral Limitation. In the event a Participant's elective deferrals,
--------------------------
within the meaning of Code Section 402(g)(3), for any calendar year exceed the
Deferral Limitation, such excess elective deferrals shall be returned to the
Participant as provided in this Section 5.4.

               (a)  In the event that due to error or otherwise, a Participant's
Participant Deferrals under this Plan for any calendar year exceed the Deferral
Limitation for such calendar year (without regard to elective deferrals under
any other plan), the Committee shall distribute such excess Participant
Deferrals, together with income allocable thereto, to the Participant on or
before the first April 15 following the close of the calendar year in which such
excess Participant Deferrals were made.

               (b)  If in any calendar year, a Participant makes Participant
Deferrals under this Plan and additional elective deferrals, within the meaning
of Code Section 402(g)(3), under any other plan maintained by the Participating
Company or any Times Mirror Employer, and the total amount of the Participant's
elective deferrals under this Plan and all such other plans exceed the Deferral
Limitation, the Participating Company and each Times Mirror Employer maintaining
a plan under which the Participant made any elective deferrals shall notify the
plan administrator of the affected plans, and corrective distributions of the
excess elective deferrals, and any income allocable thereto, shall be made from
one or more such plans, to the extent determined by the Participating Company
and each Times Mirror Employer. All corrective distributions of excess elective
deferrals shall be made on or before the first April 15 following the close of
the calendar year in which the excess elective deferrals were made.

                                       36

<page>

               (c)  The Committee shall not be liable to any Participant (or
such individual's Beneficiary, if applicable) for any losses caused by
misestimating the amount of any Participant Deferrals in excess of the
limitations of this Article V (Participant Deferrals and Contributions) and any
income allocable to such excess.

               (d)  In the event a Participant's Participant Deferrals for any
calendar year exceed the Deferral Limitation solely by reason of the
Participant's elective deferrals under a plan maintained by an employer that is
not a Times Mirror Employer, such excess Participant Deferrals shall not be
returned to the Participant, but shall be held in the Participant's Participant
Deferral Accounts until such Accounts become distributable in accordance with
the provisions of Article VIII (Vesting; Payment of Plan Benefits) of this Plan.

               (e)  To the extent required by regulations under Section 402(g)
or 415 of the Code, Participant Deferrals with respect to a Participant in
excess of the Deferral Limitation shall be treated as Annual Additions under
Article XIII (Limitations on Allocations) for the Plan Year for which the excess
contributions were made, unless such excess is distributed to the Participant in
accordance with the provisions of this Section.

          5.5.  After-Tax Contributions. An Active Participant may elect (in
                -----------------------
accordance with the Rules of the Plan) to contribute any whole number
percentage, which is not less than one percent (1%) nor more than fifteen
percent (15%), or such other percentage which is established by the Committee,
of such Active Participant's Basic Compensation to such individual's After-Tax
Account; provided, however, that the sum of an Active Participant's contribution
to such individual's Deferral Account and After-Tax Account for any Plan Year
shall not exceed fifteen percent (15%) of such individual's Basic Compensation,
or such other percentage established by the Committee.

          5.6.  Deposit In Trust.
                ----------------

               (a)  An Active Participant's Participant Deferrals shall be
transmitted to the Trustee in accordance with Section 5.1 (Participant
Deferrals) and 6.1(c) (Company Contributions) and shall be invested by the
Trustee in accordance with Article IV (Investment of Trust Fund).

               (b)  An Active Participant's After-Tax contributions shall be
transmitted to the Trustee within the time prescribed by Regulations Section
2510.3-102 of ERISA and shall be invested by the Trustee in accordance with
Article IV (Investment of Trust Fund).

          5.7.  Termination of, Change in Rate of, or Resumption of Deferrals
                -------------------------------------------------------------
and Contributions.
-----------------

                As permitted under the Rules of the Plan:

               (a)  An Active Participant may, at any time, upon such prior
notice to the Committee or its delegate as required under the Rules of the Plan,
elect to (i) alter the rate of his or her deferrals or contributions indicated
in accordance with Section 5.1 (Participant Deferrals) or 5.5 (After-Tax
Contributions), respectively, or both, or (ii) terminate his or her deferrals
and

                                       37

<page>

contributions under Sections 5.1 (Participant Deferrals) and 5.5 (After-Tax
Contributions), respectively.

               (b)  A Participant who is an Eligible Employee and who has
previously terminated such individual's deferrals and contributions or has had
such deferrals and contributions suspended, may, at any time, upon such prior
notice to the Committee or its delegate as required under the Rules of the Plan,
elect to resume such deferrals or such deferrals and contributions, as described
in Sections 3.2 (Application for Active Participation) and 3.6 (Participation
after Rehire or Other Suspension of Active Participation), subject to the
limitations applicable to individuals who have made Hardship withdrawals, as
provided in Section 8.4(f) (In Service Withdrawals).

               (c)  An Eligible Employee (who satisfied the requirements under
Section 3.1 (Eligibility to Participate)) who previously declined to defer a
percentage of such individual's Basic Compensation or to make after-tax
contributions, may, at any time, upon such prior notice to the Committee or its
delegate as required .under the Rules of the Plan, elect to commence deferral of
such individual's Basic Compensation or make after-tax contributions in
accordance with Section 5.1 (Participant Deferrals) or 5.5 (After-Tax
Contributions), respectively, or both, under Section 3.2 (Application for Active
Participation) within the limits thereof.

          5.8.  Participant Rollover Contributions.
                ----------------------------------

               (a)  To the extent permissible under Code Section 402(c), and in
accordance with rules established by the Committee, all or part of a
distribution from a plan that satisfies the requirements of Code Section 401
(a), or from an individual retirement account which is attributable solely to a
rollover contribution within the meaning of Code Section 408(d)(3), may be
rolled over into this Plan by any Eligible Employee. A rollover contribution
shall be credited to a Rollover Account established for such Eligible Employee
in accordance with rules which the Committee shall prescribe from time to time.
Any rollover contributions in accordance with this Section, which shall be in
cash, shall not be subject to distribution except as expressly provided under
the terms of this Plan.

               (b)  An Eligible Employee who makes a rollover contribution to
the Plan prior to the date such individual satisfies the eligibility and
participation requirements of Article III (Eligibility and Participation) shall
generally be treated as a Participant for purposes of the Plan provisions
relating to the maintenance, valuation, investment and distribution of Accounts;
provided, however, such Eligible Employee shall not be treated as an Active
Participant for purposes of eligibility to receive an allocation of any Company
Contributions under the Plan prior to the date such individual actually becomes
an Active Participant in the Plan.

               (c)  The Committee or its delegate shall establish such
procedures, and may require such information from the Eligible Employee, as it
deems necessary or appropriate to determine that a proposed transfer hereunder
will satisfy the requirements of the Code. Notwithstanding any other provision
in this Plan, the Committee or its delegate shall not be required to permit any
amount from any other plan to be transferred to or held under this Plan if the
Committee or its delegate determines, in its sole discretion, that acceptance of
any such amount may adversely affect the continued qualification of this Plan
under Code Section 401 (a).

                                       38

<page>

               (d)  In the event that amounts have been transferred to the
Trustee and credited to the Trust Fund pursuant to this Section 5.8 and the
Committee or its delegate subsequently learns that such amounts should not
properly have been so transferred and credited, the Committee or its delegate
shall take whatever action it deems appropriate to prevent such transfers from
affecting the qualification of the Plan under Section 401 (a).

          5.9.  Reemployment Rights After Qualified Military Service.
                ----------------------------------------------------

               (a)  Solely for purposes of this Section 5.9, the following
definitions shall apply:

                    (i)   "Qualified Military Service" shall mean any service in
the uniformed services (as defined in chapter 43 of title 38, United States
Code) by any individual if such individual is entitled to reemployment rights
under such chapter with respect to such service.

                    (ii)  "Basic Compensation" shall mean

                    (A)   Basic Compensation the Employee would have received
               during such individual's period of Qualified Military Service if
               the Employee were not in Qualified Military Service, determined
               based on the rate of pay the Employee would have received from
               any Times Mirror Employer but for absence during such
               individual's period of Qualified Military Service, or

                    (B)   If the Basic Compensation the Employee would have
               received during such individual's period of Qualified Military
               Service was not reasonably certain, the Employee's average Basic
               Compensation from all Times Mirror Employers during the 12-month
               period immediately preceding the Qualified Military Service (or,
               if less, the period of employment immediately preceding the
               Qualified Military Service).

               (b)  A Participant who incurs a Severance as a result of
Qualified Military Service and returns to employment with a Participating
Company at any time after December 12, 1994, may elect during the period
described in subsection (c) to make additional deferrals to such individual's
Deferral Account and contributions to such individual's After-Tax Account under
the Plan in the amount determined under subsection (d) or such lesser amount, as
elected by the Participant.

               (c)  The period determined under this subsection shall be the
period which begins on the date of the Employee's reemployment with the Company
after such individual's Qualified Military Service that extends until the lesser
of:

                    (i)   the product of three (3) times the period of Qualified
Military Service, or

                    (ii)  five (5) years.


                                       39

<page>

               (d)  The amount described in this subsection is the maximum
amount of deferrals to the Participant's Deferral Account and contributions to
such individual's After-Tax Account that the Participant would have been
permitted to make in accordance with the limitations described in subsection
(f)(i) during the Participant's period of Qualified Military Service if the
Participant had continued to be employed by a Participating Company as an
Eligible Employee during such period and received Basic Compensation. Proper
adjustment shall be made for any contributions actually made during the
Participant's period of Qualified Military Service.

               (e)  If the Participant elects to make deferrals to his or her
Deferral Account and/or contributions to his or her After-Tax Account under
subsection (b), the Participating Company shall make such a matching
contribution to such individual's Company Matching Account with respect to such
deferrals and/or contributions as would have been required under the Plan had
such deferrals and/or contributions actually been made during the period of such
Qualified Military Service.

               (f)  If any deferral or contribution is made by a Participant or
a Participating Company pursuant to this Section,

                    (i)   such deferral or contribution shall not be subject to
any otherwise applicable limitation contained in Code Section 402(g), 404(a) or
415 and shall not be taken into account in applying such limitations to other
deferrals, contributions or benefits under the Plan or any other plan, with
respect to the Plan Year in which the deferral or contribution is made,

                    (ii)  such deferral or contribution shall be subject to the
limitations described in paragraph (i) with respect to the Plan Year to which
the deferral or contribution relates in accordance with the rules prescribed by
the Secretary of the Treasury,

                    (iii) the Plan shall not be treated as failing to meet the
requirements of Code Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 401
(m), 410(b) or 416 by reason of the making of (or the right to make) such
deferral or contribution.

               (g)  The Company shall not credit earnings on any deferral or
contribution made under this Section before such deferral or contribution is
actually made.

               (h)  A Participant reemployed under subsection (b) shall be
treated as not incurring a Break in Service Year by reason of such individual's
period of Qualified Military Service. Any such Participant shall be credited
with Hours of Service for such individual's period of Qualified Military Service
in accordance with the equivalency set forth in Section 2.3 (Equivalencies for
Hours of Service) and, for purposes of determining any such Participant's Years
of Eligibility and Vesting Service under this Plan, such Hours of Service shall
be credited to the calendar years in which the Qualified Military Service was
performed.


                                       40

<page>

                                  ARTICLE VI.

                              COMPANY CONTRIBUTIONS

          6.1.  Company Contributions. Subject to the requirements and
                ---------------------
restrictions of this Article VI (Company Contributions) and Articles V
(Participant Deferrals and Contributions), XIII (Limitations on Allocations),
and XVI (Top-Heavy Provisions), and subject also to the amendment or termination
of the Plan or the suspension or discontinuance of contributions as provided
herein, the Participating Companies shall contribute to the Trust Fund as
follows:

               (a)  The Participating Companies shall contribute an amount for
allocation to each Active Participant's Basic Deferral Account that is equal to
the amount of Basic Compensation deferred by the Active Participant pursuant to
Section 5.1(a) that is subject to Section 5.1(b) (Participant Deferrals) and
which qualifies for tax treatment under Code Section 401(k).

               (b)  The Participating Companies shall contribute an amount for
allocation to each Active Participant's Supplemental Deferral Account that is
equal to the amount of Basic Compensation deferred by the Active Participant
pursuant to Section 5.1(a) that is subject to Section 5.1(c) (Participant
Deferrals) and which qualifies for tax treatment under Code Section 401(k).

               (c)  The Company Contributions made by the Participating
Companies pursuant to the provisions of Subsections (a) and (b) hereof shall be
transmitted to the Trustee within the time prescribed by Regulations Section
2510.3-102 of ERISA.

               (d)  The Participating Companies shall contribute an amount for
allocation to each Participant's Company Matching Account which is equal to of
fifty percent (50%) of the Basic Deferrals deferred by the Participant while an
Active Participant pursuant to Section 5.1(a) and subject to Section 5.1(b)
(Participant Deferrals), determined after adjustments or reallocations under
Article V (Participant Deferrals and Contributions) or XIII (Limitations on
Allocations). Such Company Matching Contributions shall be allocated to such
individual's Company Matching Account as soon as practicable after the Payroll
Date with respect to which the corresponding Basic Deferrals were made, but in
no event later than 30 days after the end of the Plan Year in which the Payroll
Date falls.

          6.2.  Exclusive  Benefit.  Except to the extent and under the
                ------------------
circumstances permitted from time to time by the law governing the requirements
applicable to qualified plans within the meaning of Section 401 of the Code (or
any successor provision), none of the assets held by the Trustees under this
Plan shall ever revert to any Participating Company or otherwise be diverted to
purposes other than the exclusive benefit of the Plan Participants or their
Beneficiaries and defraying reasonable expenses of administering the Plan.
Notwithstanding the foregoing:

               (a)  In the case of a Participating Company contribution which is
made by a mistake of fact, that contribution (and any income allocable to such
contribution) may be returned to the Participating Company within one (1) year
after it is made.


                                       41

<page>

               (b) All Participating Company contributions are hereby
conditioned upon the Plan initially satisfying all of the requirements of Code
Section 401(a). If the Plan does not initially qualify; at The Times Mirror
Company's written election, the Plan or any portion thereof may be revoked and
any or all such contributions with respect to the portion revoked may be
returned to the affected Participating Company within one (1) year after the
date of denial by the Internal Revenue Service of the initial qualification of
the Plan. Upon such a revocation, the affairs of the Plan and Trust shall be
terminated and wound up as The Times Mirror Company shall direct.

               (c)  All contributions to the Trust Fund are conditioned on
deductibility under Code Section 404. In the event a deduction is disallowed for
any such contribution, such contribution shall be returned to the affected
Participating Company.

               (d)  In the case of the reversion of Participating Company
contributions pursuant to Subsection 6.2(b) or (c) (Exclusive Benefit), earnings
attributable to such contributions are not returnable and any losses must reduce
the amount returnable.

          6.3.  Company, Committee and Trustee Not Responsible for Adequacy of
                --------------------------------------------------------------
Trust Fund. Neither the Committee, any delegate thereof, the Trustee nor any
----------
Participating Company shall be liable or responsible for the adequacy of the
Trust Fund to meet and discharge any or all payments and liabilities hereunder.
All Plan benefits will be paid only from the Trust assets, and neither the
Committee, any delegate thereof, the Trustee nor any Participating Company shall
have any duty or liability to furnish the Trust with any funds, securities or
other assets except as expressly provided in the Plan. Except as required under
the Plan or Trust or under Part 4 of Subtitle 6, Title I of ERISA, no
Participating Company shall be responsible for any decision, act or omission of
the Trustee, the Committee, any delegate thereof, or the Investment Manager (if
applicable), or responsible for the application of any moneys, securities,
investments or other property paid or delivered to the Trustee.

               (a)  For each Plan Year, the Average Contribution Percentage with
respect to Eligible Employees who are Highly Compensated Employees for the
current Plan Year, shall be

                    (i)   not more than 125 percent of, or

                    (ii)  (to the extent allowed by regulations under Code
Section 401(m)(9)) not more than two percentage points higher than, and not more
than twice,

the Average Contribution Percentage for the preceding Plan Year with respect to
Eligible Employees who are not Highly Compensated Employees for the preceding
Plan Year (using the definition of such term that was in effect during such
preceding Plan Year), or such other amount as may be required by Treasury
Regulations under Code Section 401(m)(9). The Committee may elect to apply the
Average Contribution Percentage for the group of Eligible Employees who are not
Highly Compensated Employees based on the current Plan Year rather than the
preceding Plan Year, except if such election is made, it may not be changed
except as provided by the Secretary of the Treasury; provided, however, if the
Administrator elects to use the current year data for the Plan Year beginning
January 1, 1997, it may apply the prior year's data for the Plan Year beginning
January 1, 1998 without receiving approval from the Secretary.


                                       42

<page>

               (b)  For purposes of this Article VI (Company Contributions), the
following definitions shall apply:

                    (i)  "Average Contribution Percentage" means, with respect
to a group of Eligible Employees for a Plan Year, the average of the
Contribution Percentage, calculated separately for each Eligible Employee in
such group.

                    (ii)  The "Contribution Percentage" means for any Eligible
Employee the percentage determined by dividing the sum of 401(m) Contributions
under the Plan on behalf of each Eligible Employee for such Plan Year, by such
Eligible Employee's Testing Compensation for such Plan Year in accordance with
regulations prescribed by the Secretary of the Treasury under Code Section
401(m). An after-tax contribution shall be taken into account for a Plan Year if
it is paid to the Trust during the Plan Year or paid to an agent of the Plan and
transmitted to the Trust within a reasonable period after the end of the Plan
Year. A matching contribution shall be taken into account for a Plan Year only
if it is (A) made on account of an Active Participant's Participant Deferrals or
after-tax contributions for the Plan Year; (B) allocated to the Active
Participant's Matching Contributions Account during that Plan Year and (C)
actually paid to the Trust no later than the end of the twelve (12) month period
immediately following the Plan Year to which the contribution relates. To the
extent determined by the Committee and in accordance with regulations issued by
the Secretary of the Treasury under Code Section 401(m)(3), Participant
Deferrals on behalf of an Eligible Employee may also be taken into account for
purposes of calculating the Contribution Percentage of such Eligible Employee,
but shall not otherwise be taken into account. However, if matching
contributions are taken into account for purposes of determining the Actual
Deferral Percentage of an Eligible Employee for Plan Year under Section 5.3
(Deferral Percentage Fail-Safe Provisions), then such matching contributions
shall not be taken into account under this Section.

                    (iii) "Eligible Employee," for purposes of this Section,
means any Eligible Employee directly or indirectly eligible to contribute to the
Plan, including any otherwise Eligible Employee during a period of suspension
due to a Hardship withdrawal, if any, in accordance with regulations prescribed
by the Secretary of the Treasury under Code Section 401(k).

                    (iv)  "401(m) Contributions" shall mean any Company Matching
Contributions, or Employee after-tax contributions, as defined in regulations
under Section 401(m) of the Code, under the Plan for the applicable Plan Year.

               (c)  In order to achieve the result described in Subsections (a)
and (d) (and notwithstanding Section 6.1 (Company Contributions), as of the end
of each Plan Year, the Committee shall take or cause to be taken any of the
following actions, in the order selected by the Committee, (but after
application of Section 5.3 (Deferral Percentage Fail-Safe Provisions)) and to
the extent necessary:

                    (i)   The Committee may elect for any Plan Year to apply an
alternate definition of Testing Compensation; provided, however, that such
definition shall satisfy the requirements of Code Sections 401(a)(17) and 414(s)
and the Regulations thereunder.


                                       43

<page>

                    (ii)  Allocations to Deferral Accounts shall be taken into
account for purposes of calculating the Average Contribution Percentage.

                    (iii) Prior to the end of the following Plan Year, the
amount of excess aggregate contributions within the meaning of Reg. Section
1.401(m)-l(f)(8) (and any income thereon earned to the earlier of the date of
distribution (or forfeiture) or the last day of the Plan Year in which such
contribution was made computed in a consistent and reasonable manner in
accordance with Code Section 401(a)(4)) for Participants who were Highly
Compensated Employees for the Plan Year shall be allocated according to the
Leveling Method. To the extent Vested, (and, with respect to matching
contributions, in conformity with Treas. Reg. Section 1.401(m)-l(e)(4)), this
amount shall then be distributed to the affected Highly Compensated Employees
and, to the extent not Vested, shall be forfeited and reapplied under Section
8.5 (Forfeitures).

               (d)  If the limitation set forth in Section 5.3(a)(ii) (Deferral
Percentage Fail-Safe Provisions) is utilized for any Plan Year, the limitation
of subsection (a)(ii) shall not also be used for such Plan Year, and vice versa,
except as provided in Section 5.3(d) (Deferral Percentage Fail-Safe Provisions).

               (e)  In the event that as of the last day of a Plan Year this
Plan satisfies the requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of Section 410(b) of the Code only if aggregated with this Plan,
then this Section shall be applied by determining the Contribution Percentages
of Eligible Employees as if all such plans were a single plan, in accordance
with regulations prescribed by the Secretary of the Treasury under Section
401(m) of the Code.

               (f)  For the purposes of this Section, the Contribution
Percentage for any Eligible Employee who is a Highly Compensated Employee under
two (2) or more Code Section 401(a) plans of the Participating Company or
another Times Mirror Employer to the extent required by Code Section 401(m),
shall be determined in a manner taking into account the participant
contributions and matching contributions for such Eligible Employee under each
of such plans.

               (g)  The determination of the Contribution Percentage of any
Participant shall be made after first applying the provisions of Section 13.5
(Adjustments for Excess Annual Additions), then applying the provisions of
Section 5.4 (Provision for Return of Annual Participant Deferrals in Excess of
the Deferral Limitation), then applying the provisions of Section 5.3 (Deferral
Percentage Fail-Safe Provisions).

               (h)  The Committee shall not be liable to any Highly Compensated
Employee (or such individual's Beneficiary, if applicable) for any losses caused
by misestimating the amount of any excess 401(m) Contributions on behalf of a
Highly Compensated Employee and the income attributable to such excess.

                    (i)   To the extent required by regulations under Section
401(m) or 415 of the Code, any 401(m) Contributions in excess of the limitations
of Section 6.4 (Contribution Percentage Fail-Safe Provisions) forfeited by or
distributed to a Highly Compensated Employee


                                       44

<page>

in accordance with this Section shall be treated as an Annual Addition under
Article XIII (Limitations on Allocations) for the Plan Year for which the excess
contribution was made, notwithstanding such forfeiture or distribution.

                                  ARTICLE VII.

                      PARTICIPANT ACCOUNTS AND ALLOCATIONS

          7.1.  Determination of Investment Fund Values.
                ---------------------------------------

                As of each Valuation Date, the Committee (or its delegate)
shall determine the fair market value of each asset in each Investment Fund in
compliance with the principles of Section 3(26) of ERISA and regulations issued
pursuant thereto, based upon information reasonably available to it including
data from, but not limited to, newspapers and financial publications of general
circulation, statistical and valuation services, records of securities
exchanges, appraisals by qualified persons, transactions and bona fide offers in
assets of the type in question and other information customarily used in the
valuation of property for purposes of the Code. The value of any real property
held in the Trust Fund determined as of the end of any Plan Year shall be
considered to remain unchanged until the end of the following Plan Year. With
respect to securities for which there is a generally recognized market, the
published selling price on the Valuation Date shall establish the fair market
value of such security. Fair market value so determined shall be conclusive for
all purposes of the Plan and Trust.

          7.2.  Account Values.
                --------------

                The balance of a Participant's Accounts on any Valuation Date
shall equal the sum of the values determined for each Account on such Valuation
Date increased by investment gains, interest on Participant loan repayments,
contributions and deferrals subsequently made to the Plan, or required to be
made to the Plan on behalf of such Participant under Section 5.5 (After-Tax
Contributions) and Section 6.1 (Company Contributions), and diminished by
investment losses, distributions or withdrawals since such Valuation Date.

          7.3.  Valuation of Accounts Upon Distributions or Withdrawals.
                -------------------------------------------------------

               (a)  The Valuation Date used to determine the Vested value of a
Participant's Accounts for purposes of any distribution, withdrawal or
Participant loan under the Plan, other than a Hardship withdrawal, shall be the
Valuation Date coincident with or next following the Participant's completed
request (including any supplementary documentation, such as spousal consent,
proof of death, etc. as may be required under the Rules of the Plan) for a
distribution or withdrawal depending upon the time of day of such request.

               (b)  The Valuation Date used to determine the Vested value of a
Participant's Accounts for purpose of a Hardship withdrawal under Section 8.4(f)
(In-Service Withdrawals) shall be the Valuation Date coincident with or next
following the approval of the Participant's request for the withdrawal depending
upon the time of day of such approval.


                                       45

<page>

          7.4.  Stock Dividends, Splits, Recapitalizations, Etc.
                -----------------------------------------------

               (a)  Any Company Stock received by the Trustee as a result of a
reorganization or other recapitalization of The Times Mirror Company shall be
allocated during the calendar month in which the date of such reorganization or
recapitalization occurs in the same manner as the Company Stock to which it is
attributable is then allocated.

               (b)  All stock dividends, stock received as the result of a stock
split, and cash dividends paid to the Trustee with respect to the Company Stock
in the Trust Fund shall be allocated during the calendar month in which the
dividend is declared or the stock split occurs, as applicable, in the same
manner as the Company Stock to which it is attributable is then allocated.

          7.5.  Stock Rights, Warrants or Options.
                ---------------------------------

               (a)  In the event any rights, warrants or options are issued on
Company Stock held in the Trust Fund, the Trustee shall exercise them for the
acquisition of additional Company Stock as directed by the Committee and to the
extent that cash is then available in the Trust Fund.

               (b)  Any Company Stock acquired in this fashion shall be treated
as Company Stock purchased by the Trustee for the net price paid and shall be
allocated in the same manner as the funds used to purchase the Company Stock
were or would be allocated under this Plan.

               (c)  Any rights, warrants, or options on Company Stock which
cannot be exercised for lack of cash may, as directed by the Committee, be sold
by the Trustee and the proceeds allocated in accordance with the source of the
Company Stock with respect to which the rights, warrants or options were issued.

          7.6. Treatment of Accounts Upon Termination of Employment. Upon a
               ----------------------------------------------------
Participant's termination of employment, pending distribution of such
Participant's Distributable Benefit pursuant to Article VIII (Vesting; Payment
of Plan Benefits), such individual's Accounts shall continue to be maintained
and accounted for in accordance with all applicable provisions of this Plan.

          7.7. Accounting Procedures. In order to account for each Participant's
               ---------------------
interest in the Trust Fund, there shall be established for each such Participant
each of the Accounts set forth in Section 1.1 (Accounts) to the extent such
individual has an interest in the Plan allocable to a particular Account. All
Accounts shall be divided into one or more subaccounts to reflect the particular
Account's participation in different Investment Funds. The Committee or its
delegate and the Trustee shall establish accounting procedures for the purpose
of making the allocations, valuations and adjustments to Participants' Accounts
provided for in this Article VII (Participant Accounts and Allocations). From
time to time the Committee or its delegate and Trustee may modify such
accounting procedures for the purpose of achieving equitable, nondiscriminatory,
and administratively feasible allocations among the Accounts or subaccounts of
Participants in accordance with the general concepts of the Plan and the
provisions of this Article VII (Participant Accounts and Allocations).


                                       46

<page>

                                 ARTICLE VIII.

                        VESTING; PAYMENT OF PLAN BENEFITS

          8.1.  Vesting.
                -------

               (a)  Each Participant shall at all times have a one hundred
percent (100%) Vested interest, within the meaning of Code Section 411 and ERISA
Section 203, in such Participant's Accounts, other than such individual's
Company Matching Account. Each Participant shall have a one hundred percent
(100%) Vested interest, within the meaning of Code Section 411 and ERISA Section
203, in such Participant's Company Matching Account when such individual has
completed three (3) Years of Vesting Service. Notwithstanding the foregoing, a
Participant shall have a one hundred percent (100%) Vested interest in such
individual's Company Matching Account, within the meaning of Code Section 411
and ERISA Section 203, upon attainment while an Employee of such individual's
Normal Retirement Date, or in the event of his or her death or Disability while
an Employee. No individual shall be considered "Vested" under this Plan unless
such individual is an Employee of a Participating Company after the Starting
Date of such Participating Company.

               (b)  Notwithstanding the foregoing provisions of this Section
8.1, as a result of certain transactions affecting The Times Mirror Company and
certain Participating Companies, certain Participants shall have a one hundred
percent (100%) Vested interest in their Company Matching Accounts as follows:

                    (i)   Effective July 1, 1993, Participants who were
Employees of KTVI-TV, Inc. or WVTM-TV, Inc. shall become fully Vested in their
Company Matching Accounts;

                    (ii)  Effective January 4, 1994, Participants who were
Employees of KDFW-TV, Inc. or KTBC-TV, Inc. shall become fully Vested in their
Company Matching Accounts;

                    (iii) Effective December 31,1994, Participants who were
Employees of Times Mirror National Marketing, Inc. shall become fully Vested in
their Company Matching Accounts; and

                    (iv)  Effective February 1, 1995, Participants who were
Employees of Times Mirror Cable Television, Inc. as of September 1, 1994 shall
become fully Vested in their Company Matching Accounts.

                    (v)   Effective October 15, 1996, Participants who were
Employees of Times Mirror Higher Education Group, Inc. as of such date,
including those Participants whose employment was transferred from Mosby-Year
Book, Inc. to Times Mirror Higher Education Group, Inc. as of such date, shall
become fully Vested in their Company Matching Accounts.

                    (vi)  Effective January 10, 1997, Participants who were
Employees of CRC Press, Inc. as of such date shall become fully Vested in their
Company Matching Accounts.


                                       47

<page>

                    (vii) Effective May 14, 1997, Participants who are Employees
of Harry N. Abrams, Incorporated as of such date shall become fully Vested in
their Company Matching Accounts.

                    (viii) Effective September 19, 1997, Participants who are
Employees of National Journal, Inc. as of such date shall become fully Vested in
their Company Matching Accounts.

                    (ix)  Effective July 31, 1998, Participants who are
Employees of Matthew Bender & Company, Inc. as of such date shall become fully
Vested in their Company Matching Accounts.

                    (x)   Effective October 9, 1998, Participants who are
Employees of Mosby, Inc. as of such date shall become fully Vested in their
Company Matching Accounts.

               (c)  Notwithstanding the foregoing provisions of this Section
8.1, any Participant who (i) was an Employee of Mosby-Year Book, Inc. on
February 14, 1997, (ii) accepted benefits under the temporary Enhanced Severance
Program sponsored by Mosby-Year Book, Inc., and (iii) incurred a Severance of
employment in accordance with the terms of such temporary Enhanced Severance
Program, shall have a one hundred percent (100%) Vested interest in such
individual's Company Matching Account as of such individual's Severance Date.

          8.2. Distribution Upon Severance of Employment. Upon Severance of
               -----------------------------------------
employment with all Times Mirror Employers for any reason other than death
(including Severance on account of attainment of Early or Normal Retirement Date
or Disability), a Participant shall be entitled to a distribution of such
individual's Distributable Benefit. Such distribution shall equal the balance of
such Participant's Accounts, as determined under Section 7.3 (Valuation of
Accounts Upon Distributions or Withdrawals), and shall be paid as follows:

               (a)  If, at the time of the Participant's Severance, such
individual's Distributable Benefit as described in Section 8.1 (Vesting) is less
than thirty-five hundred dollars ($3,500), the Committee or its delegate shall
direct the Trustee to distribute to such Participant, or designated Beneficiary
or Beneficiaries if applicable, in cash, in one lump sum payment, the amount of
such Participant's Distributable Benefit.

               (b)  If such Participant's Distributable Benefit is greater than
thirty-five hundred dollars ($3,500), or has ever exceeded thirty-five hundred
dollars ($3,500), distribution shall be made or shall commence as soon as
administratively practicable following (i) the Participant's Severance Date, and
(ii) receipt by the Committee of the consent of the Participant to the
distribution (or, to the extent required for the balance held in a Prior Plan
Account, if any, the written consent of the Participant and his or her Spouse in
accordance with the provisions of Code Section 401(a)(11) and the regulations
promulgated thereunder). If a Participant (or the Participant and his or her
Spouse, as applicable) fails to consent to distribution of the Participant's
Distributable Benefit prior to the ninety (90) day period ending on the date the
Participant's Distributable Benefit first becomes payable, such Participant
shall be deemed to have made an election to defer distribution to the earlier
of: (i) the Participant's Normal


                                       48


<page>

Retirement Date or (ii) the Participant's submission to the Committee of a
request for distribution.

               (c)  Notwithstanding the provisions of Subsections (a) and (b)
hereof, effective January 1, 1998, references to thirty-five hundred dollars
($3,500) in such Subsections (a) and (b) shall be amended to read: "five
thousand dollars ($5,000)."

               (d)  Any consent by a Participant under Subsection (b) hereof to
receive distribution of the Participant's Distributable Benefit prior to Normal
Retirement Date shall not be valid unless such consent is made both (i) after
the Participant receives a written notice advising such individual of his or her
right to defer distribution to Normal Retirement Date and (ii) within the ninety
(90) day period ending on the date the Participant's Distributable Benefit is
paid. The notice to the Participant advising such individual of his or her right
to defer distribution shall be given no less than thirty (30) nor more than
ninety (90) days prior to the date the Participant's Distributable Benefit first
becomes payable; provided, however, a Participant who has received such notice
may make an affirmative election to receive or not to receive payment prior to
the expiration of the thirty (30) day period.

               (e)  If, at the time of distribution, the Participant is not
Vested in his or her Company Matching Account under Section 8.1 (Vesting), then
the balance of such Account shall be forfeited as of the earlier of: (i) the
date such Participant receives a distribution of such individual's other
Accounts under the Plan, or (ii) the date such individual incurs five (5)
consecutive one (1) year Breaks in Service. If a Participant incurs a Severance
prior to becoming Vested in any portion of his or her Company Matching Account
under Section 8.1 (Vesting), a distribution shall be deemed to have occurred
upon such individual's Severance Date for purposes of this Subsection. If such
Participant resumes employment with a Times Mirror Employer before he or she
incurs five (5) consecutive one (1) year Breaks in Service, then such balance
shall remain credited to his or her Company Matching Account, subject to the
vesting provisions of this Plan, or, to the extent previously forfeited under
(i), above, the original dollar value of his Company Matching Account shall be
restored in full to such individual's Company Matching Account.

          8.3.  Distribution Upon Death.
                -----------------------

               (a)  Upon the death of a Participant while employed with a Times
Mirror Employer, the Committee or its delegate shall direct the Trustee to make
a distribution of the Participant's Distributable Benefit to the designated
Beneficiary or Beneficiaries. Such distribution shall equal the balance of the
Participant's Accounts determined under Section 7.3 (Valuation of Accounts Upon
Distributions or Withdrawals) and shall be made as the Beneficiary or
Beneficiaries may elect, as soon as practicable after Participant's death occurs
but not later than is administratively practicable after the close of the Plan
Year in which proof of the Participant's death is received and accepted by the
Committee or its delegate.

               (b)  Upon the death of a Participant after such individual's
Severance of employment with all Times Mirror Employers, but prior to the
distribution of such individual's entire Distributable Benefit, the Committee or
its delegate shall direct the Trustee to make a distribution of the balance of
the deceased Participant's Distributable Benefit to the designated


                                       49

<page>

Beneficiary or Beneficiaries. The distribution shall equal the nonforfeitable
balance of the Participant's Accounts, as determined under Section 7.3
(Valuation of Accounts Upon Distributions or Withdrawals) as of the date of
distribution, and shall be made as the Beneficiary or Beneficiaries may elect,
as soon as practicable after the Participant's death occurs but not later than
is administratively practicable after the close of the Plan Year in which proof
of the Participant's death is received and accepted by the Committee or its
delegate.

               (c)  The Committee or its delegate, or the Trustee, or both, may
require the execution and delivery of such documents, papers and receipts as the
Committee or its delegate, or the Trustee, may determine necessary or
appropriate in order to establish the fact of death of a deceased Participant
and of the right and identity of any Beneficiary or other person or persons
claiming any benefits under this Article VIII (Vesting; Payment of Plan
Benefits).

               (d)  Notwithstanding any other provision in the Plan to the
contrary, a Participant's entire interest must be distributed no later than five
(5) years after the Participant's death unless the Committee has received no
notice of Participant's death.

          8.4.  In-Service Withdrawals.
                ----------------------

               (a)  Except as provided in Sections 8.11 (Commencement of
Distributions), 8.13 (Distribution Upon Disposition of Assets or Subsidiary) and
8.14 (Special Distribution Provision for Times Mirror National Marketing, Inc.
Participants), a Participant may not under any circumstances withdraw any amount
from his or her PAYSOP Account prior to incurring a Severance.

               (b)  Prior to incurring a Severance, a Participant may make
withdrawals from his or her After-Tax Account in accordance with the Rules of
the Plan.

               (c)  A Participant who has previously withdrawn all amounts from
his or her After-Tax Account, if any, as provided in Subsection (b) hereof, and
has a zero balance in such Account may withdraw amounts from his or her Rollover
Account in accordance with the Rules of the Plan. Notwithstanding the foregoing,
amounts held in such Rollover Account shall be not subject to withdrawal prior
to September 1, 1990 unless the Participant had either completed sixty (60)
months of participation in such other plan or the amounts proposed to be
withdrawn had been held in such other plan and this Plan for an aggregate period
of at least two (2) years.

               (d)  A Participant who has completely withdrawn all amounts, if
any, from both such individual's After-Tax and Rollover Accounts which may be
withdrawn subject to the limitations set forth in Subsections (b) and (c) hereof
may withdraw amounts from his or her Prior Plan Account A in accordance with the
Rules of the Plan and, to the extent required for any portion of the balance
held in such Account, with the written consent of the Participant and his or her
Spouse in accordance with the provisions of Code Section 401(a)(11) and the
regulations promulgated thereunder.

               (e)  A Participant who has completely withdrawn all amounts, if
any, from such individual's After-Tax, Rollover and Prior Plan Account A which
may be withdrawn subject to the limitations set forth in Subsections (b), (c)
and (d) hereof and who has attained age fifty-nine and one-half (59 1/2), may
withdraw Participant Deferrals, Company Matching


                                       50

<page>

Contributions, to the extent such individual is Vested in such amounts, and
other employer contributions, if any, from such individual's Accounts in
accordance with the Rules of the Plan. Withdrawals pursuant to this Subsection
(e) shall be made first from Company Matching Contributions, including earnings
thereon, credited to the Participant's Company Matching Account, to the extent
of the Participant's Vested interest therein as provided in Section 8.1
(Vesting), then from Participant Deferrals, including earnings thereon, credited
to the Participant's Supplemental Deferral Account, then from Participant
Deferrals, including earnings thereon, credited to such Participant's Basic
Deferral Account, and, finally from Prior Plan Account B.

               (f)  A Participant who has completely withdrawn all amounts, if
any, from such individual's After-Tax, Rollover and Prior Plan Account A which
may be withdrawn subject to the limitations set forth in Subsections (b), (c)
and (d) hereof, may withdraw Participant Deferrals, Company Matching
Contributions, to the extent such individual is Vested in such amounts, and
other employer contributions, if any, from such individual's Accounts in the
event of Hardship in accordance with this Subsection (f) and the Rules of the
Plan. Withdrawals pursuant to this Subsection (f) shall be made first from
Company Matching Contributions, including earnings thereon, credited to the
Participant's Company Matching Account, to the extent of the Participant's
Vested interest therein as provided in Section 8.1 (Vesting), then from
Participant Deferrals, excluding earnings thereon after December 31, 1988,
credited to the Participant's Supplemental Deferral Account, then from
Participant Deferrals, excluding earnings thereon after December 31, 1988,
credited to such Participant's Basic Deferral Account, and, finally, from Prior
Plan Account B. A withdrawal may be made on account of Hardship only if the
Participant's immediate and heavy financial need is described in Subparagraphs
(i) through (v) of Section 1.45(a) (Hardship) and all of the following
requirements are satisfied:

                    (i)   The distribution is not in excess of the amount of the
immediate and heavy financial need of the Participant.

                    (ii)  The Participant has obtained all distributions, other
than hardship withdrawals, and all nontaxable (at the time of the loan) loans,
under this Plan and all other plans maintained by the Participating Company.

                    (iii) The Plan and all other plans maintained by the
Participating Company limit the Participant's elective contributions for the
Participant's taxable year immediately following the taxable year of the
Hardship withdrawal to the deferral limitation under Section 402(g) of the Code
for such taxable year minus the amount of such Participant's elective
contributions for the taxable year of the Hardship withdrawal.

                    (iv)  The Participant's Participant Deferrals under this
Plan shall be suspended for a twelve (12) month period following receipt of the
Hardship withdrawal, and any elective contributions and employee contributions
under all qualified and nonqualified plans of deferred compensation maintained
by the Participating Company of which such Participant is an Employee, including
a stock option, stock purchase, or similar plans, or cash or deferred
arrangement that is part of a cafeteria plan within the meaning of Code Section
125, will be suspended under the terms of each such plan, or in accordance with
the terms of an otherwise


                                       51

<page>

legally enforceable agreement, for a twelve (12) month period following receipt
of the Hardship withdrawal. For purposes of the application of the foregoing
rule, participation in any health or welfare plan, including one that is part of
a cafeteria plan, shall not be subject to such suspension.

               (g)  Disbursement of withdrawals shall be made in the form
described in Section 8.6 (Form of Distributions and In-Service Withdrawals) as
soon as practicable after the Participant's request in accordance with the Rules
of the Plan.

               (h)  Notwithstanding the foregoing provisions of this Section
8.4, a Participant may not under any circumstances withdraw any amount from his
or her Accounts under this Plan on account of Hardship as provided in Section
8.4(f) that are attributable to assets transferred from The Dushkin Publishing
Group, Inc. 401(k) and Profit Sharing Plan or the Aircraft Performance Unlimited
401(k) and Profit Sharing Plan.

          8.5. Forfeitures. Forfeitures arising during any Plan Year under
               -----------
Sections 8.2 (Distribution Upon Severance of Employment) shall be applied first
to reinstate previously forfeited amounts in accordance with the provisions of
Subsection 8.2(b) (Distribution Upon Severance of Employment). Forfeitures then
remaining, if any, shall be applied as soon as practicable to reduce future
Company Contributions under Section 6.1(d) (Company Contributions).

          8.6. Form of Distributions and In-Service Withdrawals. All
               -------------------------------------------------
distributions to a Participant or other Payee and in-service withdrawals by a
Participant under this Plan shall be shall be made in one (1) lump sum cash
payment, except as otherwise provided in this Section 8.6.

               (a)  A Participant or other Payee may elect to receive a
distribution of that portion of a Distributable Benefit attributable to the
Participant's PAYSOP Account or the portion of such individual's Accounts
invested in the Company Stock Fund in the form of whole shares of Company Stock
plus cash equal to the value of fractional shares. Such Company Stock shall be
distributed from a Participant's Accounts in accordance with the Account
hierarchy established by the Committee or its delegate. The number of shares of
Company Stock credited to any Participant's Accounts as of any Valuation Date
shall also include any shares received after that date that were allocated under
Section 7.4 (Stock Dividends, Splits, Recapitalizations, Etc.) prior to such
date by reason of a stock split, dividend, etc.

               (b)  If more than one class of Company Stock has been allocated
to the Participant's PAYSOP Account or the portion of such individual's Accounts
invested in the Company Stock Fund, the Participant or other Payee must receive
substantially the same proportion of each such class of Stock, i.e., a pro rata
distribution of each such class. The rule in the preceding sentence shall not
apply to the extent that the Participant or other Payee elects, pursuant to the
Rules of the Plan, to receive the distribution of different classes of stock in
a form other than a pro rata distribution. The rules of this Section 8.6(b)
shall be applied by the Committee or its delegate in a manner consistent with
the provisions of Code Section 409.


                                       52

<page>

               (c)  To the extent any portion of a Participant's Accounts is
invested in Cox Stock as of a Severance Date that occurs while an Employee of a
Times Mirror Employer (but only to the extent so invested) such Participant
shall have the right to request distribution of such portion in the form of
whole shares of such stock, with fractional shares paid in cash.

               (d)  Any in-service withdrawal from a Participant's Accounts
shall be made in cash from the Investment Funds in which such Participant's
Accounts are invested in accordance with the Account hierarchy established by
the Committee or its delegate. Notwithstanding the foregoing, effective for
in-service withdrawals made after December 31, 1995, on account of a
Participant's attainment of age fifty-nine and one-half (59 1/2), all or a
portion of such withdrawal may be taken in the form of Company Stock to the
extent the Participant's Accounts are invested in Company Stock as of the date
of distribution.

          8.7.  Election for Direct Rollover of Distributable Benefit to
                --------------------------------------------------------
Eligible Retirement Plan.
------------------------

               (a)  Effective for distributions made after December 31, 1992, to
the extent required by Section 401(a)(31) of the Code, a Participant whose
Distributable Benefit becomes payable in an Eligible Rollover Distribution shall
be entitled to make an election for a direct rollover of all or a portion of the
taxable portion of such Distributable Benefit to an Eligible Retirement Plan.
Any non-taxable portion of a Participant's Distributable Benefit shall be
payable to the Participant, as provided in Section 8.6 (Form of Distributions
and In-Service Withdrawals) above. For purposes of this Article VIII (Vesting;
Payment of Benefits), a Participant who makes a direct rollover election in
accordance with this Section 8.7 shall be deemed to have received payment of
such individual's Distributable Benefit as of the date payment is made from the
Plan.

               (b)  A Participant's direct rollover election under this Section
shall be made in accordance with the Rules of the Plan and shall specify the
dollar or percentage amount of the direct rollover, the name and address of the
Eligible Retirement Plan selected by the Participant and such additional
information as the Committee or its delegate deems necessary or appropriate in
order to implement the Participant's election. It shall be the Participant's
responsibility to confirm that the Eligible Retirement Plan designated in the
direct rollover election will accept the Eligible Rollover Distribution. The
Committee or its delegate shall be entitled to effect the direct rollover based
on its reasonable reliance on information provided by the Participant, and shall
not be required to verify such information independently, unless it is clearly
unreasonable not to do so.

               (c)  At least thirty (30) days, but not more than ninety (90)
days, prior to the date a Participant's Distributable Benefit first becomes
payable, the Participant shall be given written notice of any right such
individual may have to elect a direct rollover of such individual's Eligible
Rollover Distribution; provided, however, a Participant who has received the
direct rollover notice may waive the thirty (30) day requirement by making an
affirmative election to make or not to make a direct rollover of all or a
portion of such individual's Distributable Benefit.


                                       53

<page>

               (d)  If a Participant whose Distributable Benefit becomes payable
in accordance with this Article VIII (Vesting; Payment of Benefits) fails to
provide instructions to the Committee or its delegate within ninety (90) days
after receipt of the direct rollover notice, or if the Committee or its delegate
is unable to effect a rollover within a reasonable time after the election is
filed with the Committee or its delegate due to failure of the Participant to
take such actions as may be required by the Eligible Retirement Plan before it
will accept the rollover, the Participant's Distributable Benefit shall be paid
to such Participant, after withholding applicable income taxes.

               (e)  To the extent required by Section 401(a)(31) of the Code, if
all or a portion of a Participant's Distributable Benefit is payable to such
Participant's surviving Spouse in an Eligible Rollover Distribution, or to a
former Spouse in accordance with a "qualified domestic relations order," such
surviving Spouse or former Spouse shall be entitled to a direct rollover of all
or a portion of such distribution to an individual retirement account or an
individual retirement annuity in accordance with the provisions of this Section.

          8.8.  Designation of Beneficiary.
                --------------------------

               (a)  Each Participant shall have the right to designate or change
such designation from time to time, on such form and in such manner as the
Committee or its delegate may prescribe, a Beneficiary or Beneficiaries to
receive such Participant's Accounts in the event of such individual's death
before receipt of all amounts in such Accounts. If the Participant designates a
Beneficiary who is not such individual's Spouse and has a Spouse on the date of
death, no effect shall be given to the Beneficiary designation unless such
Spouse has consented to and acknowledged the effect of such election, and such
consent was witnessed by a notary public, or a Plan representative (if
determined appropriate by the Committee or its delegate). Notwithstanding this
consent requirement, if the Participant warrants to the Committee or its
delegate that such written consent may not be obtained because there is no
Spouse or the Spouse cannot be located (or for such other reasons as regulations
may permit), and also indemnifies (pursuant to procedures established by the
Committee or its delegate and uniformly applied) the Plan against any breach of
such warranty, a designation without spousal consent may be deemed by the
Committee or its delegate to be qualified. Pursuant to Section 8.10 (Requirement
of Releases), the Committee or its delegate may establish the need to obtain
releases to prevent or avoid any conflict or multiplicity of claims with respect
to the payment of any benefits under this Plan.

               (b)  If a deceased Participant who is survived by a Spouse has
designated such Spouse as Beneficiary, or has failed to designate a Beneficiary,
or if the Committee or its delegate shall be unable to locate any designated
Beneficiary after reasonable efforts have been made, or if for any reason all or
part of the designation shall be legally ineffective, or if any Beneficiary
shall have predeceased the Participant without the Participant's effectively
designating a successor Beneficiary, any portion of a distribution required to
be made under the provisions of this Plan not covered by a valid designation
shall be made to the Participant's Spouse.

               (c)  If a deceased Participant who does not have a Spouse on the
date of death shall have failed to designate a Beneficiary, or if the Committee
or its delegate shall be unable to


                                       54

<page>

locate a designated Beneficiary after reasonable efforts have been made, or if
for any reason all or part of the designation shall be legally ineffective, or
if a Beneficiary shall have predeceased the Participant without the
Participant's effectively designating a successor Beneficiary, any portion of a
distribution required to be made under the provisions of this Plan not covered
by a valid designation shall commence within one year after the Participant's
death (to the extent the Committee or its delegate has received notice of
Participant's death) to the person or persons included in the highest priority
category among the following, in order of priority:

                    (i)   The Participant's surviving children, including
adopted children;

                    (ii)  The Participant's surviving parents; or

                    (iii) The Participant's estate.

The determination by the Committee or its delegate as to which persons, if any,
qualify within the foregoing categories shall be final and conclusive upon all
persons. Notwithstanding the preceding provisions of this Subsection (c),
distribution made pursuant to this Subsection (c) shall be made to the
Participant's estate if the Committee or its delegate so determines in its
discretion.

               (d)  In the event that the deceased Participant was not a
resident of California at the date of death, the Committee or its delegate, in
its discretion, may require the establishment of ancillary administration in
California or in the state in which are located the headquarters of the
Participating Company for which the Participant was an Employee. In the event
that a Participant shall predecease such individual's Beneficiary and on the
subsequent death of the Beneficiary a remaining distribution is payable under
the Plan, the distribution shall be payable in the same order of priority
categories as set forth above but determined with respect to the Beneficiary,
subject to the same provisions concerning non-California residency, the
unavailability of an estate representative and/or the absence of administration
of the Beneficiary's estate as are applicable on the death of the Participant.

          8.9. Facility of Payment. If any Payee under the Plan is a minor or if
               -------------------
the Committee or its delegate reasonably believes that any Payee is legally
incapable of giving a valid receipt and discharge for any payment due to such
Payee, the Committee or its delegate may have the payment, or any part thereof,
made to the person (or persons or institution) whom it reasonably believes is
caring for or supporting the Payee, unless it has received due notice of claim
therefor from a duly appointed guardian or committee of the Payee. Any payment
shall be a payment from the Accounts in which the Payee has an interest and
shall, to the extent thereof, be a complete discharge of any liability under the
Plan to the Payee.

          8.10. Requirement of Releases.
                -----------------------

If, in the opinion of the Committee or its delegate, any present or former
Spouse of a Participant shall by reason of the law of any jurisdiction appear to
have any interest in the benefits that might, but for the designation under
Section 8.8 (Designation of Beneficiary) of a person other than the Spouse as
Beneficiary, be or become payable to the Spouse, the Committee or its delegate
may, as a condition precedent to the making of a Beneficiary designation, or the
revocation of a designation, or as a condition of the continued effectiveness of
any designation or


                                       55

<page>

revocation of designation, require such written release or releases, or such
other proof in lieu thereof, as in its discretion it shall determine to be
necessary, desirable or appropriate either to prevent or avoid any conflict or
multiplicity of claims with respect to the payment of any benefits under this
Plan.

          8.11. Commencement of Distributions.
                -----------------------------

               (a)  Except as otherwise described below, distribution of
benefits will begin no later than is administratively practicable after the
close of the Plan Year in which the latest of the following events occurs: (i)
the Participant's sixty-fifth (65th) birthday; (ii) the tenth (10th) anniversary
of the year in which the Participant commenced participation in the Plan; or
(iii) the date of the termination of the Participant's employment with all Times
Mirror Employers.

               (b)  Notwithstanding the provisions of Subsection (a) hereof,
distributions to Participants shall be made in the form described in Section 8.6
(Form of Distributions and In-Service Withdrawals) not later than the following
dates:

                    (i)   If the Participant is not a Five Percent Owner with
respect to the Plan Year ending in the calendar year in which such individual
attains age 70 1/2, the later of: (A) the April 1 following the calendar year in
which such Participant's Severance occurs, or (B) the April 1 following the
calendar year in which such individual attains age 70 1/2; or

                    (ii)  If the Participant is a Five Percent Owner, the
April 1 following the calendar year in which such individual attains age 70 1/2,
except as provided in Subsection (d) hereof.

               (c)  The Committee may permit, by Rule of the Plan of general
applicability, any Participant described in Subsection (b)(i) who has attained
age 70 1/2, has not incurred a Severance and was required to receive one or more
distributions of his or her Accounts by December 31, 1996 because such
individual had reached the "required beginning date," as the term was defined
under Code Section 401(a)(9) prior to January 1, 1997, to elect that such
distributions cease until resumption is otherwise required under the Plan;
provided, however, that any election to cease a distribution which is subject to
the requirements of Code Sections 401(a)(l 1) and 417 shall satisfy the
requirements of Internal Revenue Service Notice 97-75 Q/A-7 and 8.

               (d)  Notwithstanding the provisions of Subsection (b), for a
Participant who is a Five Percent Owner, has not incurred a Severance and has
made an election permitted under Code Section 242(b) of the Tax Equity and
Fiscal Responsibility Act of 1982, the date referred to in Subsection (b)(ii)
shall be the later of the April 1 following the calendar year in which such
Participant's Severance occurs or the April 1 following the calendar year in
which such individual attains age 70 1/2.

          8.12. Transferred Accounts.
                --------------------

               (a)  In the event amounts are transferred to this Plan from the
qualified plan of another employer on behalf of Employees pursuant to Section
414(1) of the Code, such amounts shall be held and separately accounted for in
Prior Plan Accounts under this Plan in accordance


                                       56

<page>

with the original source of such funds under the terms of the transferor plan.
Affected Employees shall be treated as Participants with respect to such Prior
Plan Accounts for all purposes under this Plan except that no contributions
shall be allocated to such Employees with respect to such Accounts and except as
provided in Section 8.4(h) (In-Service Withdrawals).

               (b)  All optional forms of benefit, within the meaning of
Section 41l(d)(6) of the Code, applicable to any such transferred amounts under
the terms of the plan from which such amounts were transferred, shall be
preserved in accordance with Section 411(d)(6) of the Code and the regulations
promulgated thereunder and, to the extent applicable to any portion of any such
Prior Plan Account, the rules of Sections 401(a)(11) and 417 of the Code and the
regulations promulgated thereunder are by this reference incorporated herein.

          8.13. Distribution Upon Disposition of Assets or Subsidiary.
                -----------------------------------------------------

                In the event of the disposition by the Participating Company
of which a Participant is an Employee of (i) substantially all of the assets
used by such Participating Company in a trade or business or (ii) such
Participating Company's interest in a subsidiary, within the meaning of and in
accordance with the provisions of Code Section 401(k)(10) and the regulations
promulgated thereunder, such Participant shall be entitled to a distribution of
his or her Distributable Benefit in the same manner provided under Section 8.2
(Distribution Upon Severance of Employment).

          8.14. Special Distribution Provision for Times Mirror National
                --------------------------------------------------------
Marketing, Inc. Participants.
----------------------------

                Effective December 31,1994, Participants who were employees of
Times Mirror National Marketing, Inc. on that date shall be entitled to a
distribution of their PAYSOP Account balances in the same manner provided under
Section 8.2 (Distribution Upon Severance of Employment).

          8.15. Loans to Participants.
                ---------------------

               (a)  An Eligible Employee ("Borrower") may borrow against such
individual's Accounts (except PAYSOP Accounts) with the approval of the
Committee (or its delegate) in accordance with the provisions of subsection (b).

               (b)  The Committee (or its delegate) shall establish by Rules of
the Plan the requirements for loans from the Trust Fund and conditions therefor.
Such Rules of the Plan shall be consistent with the following requirements:

                    (i)   The Borrower must be a "party in interest" within the
meaning of ERISA Section 3(14) on the date the loan is made.

                    (ii)  Loans shall not be made available to an individual who
is an owner-employee (as defined in Code Section 401(c)(3)) of any Times Mirror
Employer or a shareholder-employee (as defined in Code Section 1379(d)) of any
Times Mirror Employer or a member of the family (as defined in Code Section
267(c)(4)) of an owner-employee or shareholder-employee.


                                       57

<page>

                    (iii) The minimum amount which a Borrower may borrow at any
one time under this Section is $500.00.

                    (iv)  The maximum amount which a Borrower may borrow from
the Trust Fund shall be an amount which when added to the outstanding balance of
all other loans from the Plan and from other qualified plans of the Company or a
Company Affiliate does not exceed the lesser of:

                    (A)   $50,000 reduced by the amount of the highest
               outstanding balance of loans from the Plan during the one year
               period ending on the day before the date on which the loan is
               made; or

                    (B)   One-half (1/2) of the Vested interest in all of such
               individual's Accounts.

Notwithstanding the foregoing, no amount credited to a Participant's PAYSOP
Account may be the subject of any loan under this Section 8.15.

                    (v)   A Borrower may not have more than two loans
outstanding at any time.

                    (vi)  Loan repayments must be made through payroll deduction
authorized by Borrower with respect to the Participating Company that employs
him or her except that (A) a loan may be paid off in full at any time and (B) a
loan that is outstanding at a Participant's Severance Date may, at the election
of such Participant, continue to be repaid by such Participant in accordance
with the then existing loan schedule (subject to the ability of such individual
to pay off the loan in full at any time) so long as such Participants' Accounts
remain undistributed, as provided in this Article VIII.

                    (vii) Such loans must be available to all Borrowers on a
reasonably equivalent basis.

                    (viii) The Vested percentage of a Borrower's Accounts which
is made available for borrowing shall not be higher for Participants who are
Highly Compensated Employees, officers or shareholders than for other Borrowers.

                    (ix)  Such loans shall be made upon promissory notes (or
such other documents or communication as authorized by the Committee (or its
delegate)) providing for substantially level amortization (with regular payments
by payroll deduction each Payroll Date for a Participant or by direct payments
if the Participant does not have a sufficient paycheck on any Payroll Date or if
subsequent to a Participant's Severance Date, as provided in subparagraph (vi),
above).

                    (x)   Each such loan shall be secured by the lesser of the
amount of the loan or one-half of the Vested interest in the Borrower's Accounts
(except the Borrower's PAYSOP Account, if any), and such portion of the
Borrower's Accounts which is credited after the date of the loan. For purposes
of Article VIII (Vesting; Payment of Plan Benefits), the


                                       58

<page>

distributable balance of such Accounts shall be reduced by the unpaid balance of
the loan secured by such Accounts.

                    (xi)  Each such loan shall bear a reasonable interest rate,
which shall be commensurate with the interest rates charged by persons in the
business of lending money for loans which would be made under similar
circumstances. The Committee (or its delegate) may adopt a national or regional
rate of interest for this purpose.

                    (xii) Each such loan shall be repaid within five years
unless the loan is used to acquire any dwelling unit which within a reasonable
time is to be used as a principal residence of the Borrower, in which case such
loan shall be repaid within thirty years.

                    (xiii) The promissory note on any such loan (or such other
document or communication which evidences the loan) shall be an investment of
the affected Accounts of the Borrower receiving such loan and not an investment
of the Trust Fund generally.

                    (xiv) The Committee (or its delegate) shall allow a grace
period for a Borrower to make delinquent installment payments on the Borrower's
loan(s) under the Plan; provided, however, that the grace period shall not
extend beyond the last day of the calendar quarter following the last day of the
calendar quarter in which the required installment payment was due.

                                  ARTICLE IX.

                    OPERATION AND ADMINISTRATION OF THE PLAN

          9.1.  Plan and Trust Fund Administration.
                ----------------------------------

               (a)  The Plan Administrator shall be The Times Mirror Company.
For purposes of ERISA Section 402(a), The Times Mirror Company shall be the
Named Fiduciary of the Plan.

               (b)  The authority and responsibility to control the management
and the disposition of the assets of the Fund shall be vested in the Committee,
which shall direct the Trustee as to the disposition of the assets of the Trust
Fund.

               (c)  The authority and responsibility to control and manage the
administration of the Plan on behalf of the Plan Administrator shall be vested
in the Committee, which shall be appointed by the Board of Directors or one or
more Board Delegates. Any member so appointed shall hold office until
resignation, death or removal by the Board of Directors. Notwithstanding any
other provision of this Plan to the contrary, the Committee shall at all times
be fully responsible for the actions of its delegates.

               (d)  The Plan Administrator shall have the power to designate one
or more other persons, other than the members of the Committee, to carry out
fiduciary responsibilities (other than trustee responsibilities"). Any person or
group of persons may serve in more than one fiduciary capacity with respect to
the Plan. However, no allocation or delegation under this Subsection 9.1 (d)
shall be effective until the person or persons to whom the responsibilities have


                                       59

<page>

been allocated or delegated agree to assume such responsibilities. The term
"trustee responsibilities" as used in this Article IX (Operation and
Administration of the Plan) shall have the meaning set forth in Section 405(c)
of ERISA.

          9.2.  Investment of Fund Assets. The Committee shall have all powers
                -------------------------
necessary to control the management and disposition of assets of the Fund and
its operations. In addition to any powers or authority conferred on the
Committee elsewhere in the Plan, by law or pursuant to the terms of any
agreement with the Trustee, the Committee shall have, without limitation but by
way of illustration only, the following discretionary powers and authority:

               (a)  To appoint and discharge Trustees and to enter into
agreements on behalf of the Trust Fund.

               (b)  To direct one or more Trustees in writing or pursuant to
agreement with any such Trustee, from time to time to invest and reinvest the
assets of the Trust Fund, or any part thereof, or to purchase, exchange or lease
any property, real or personal, which the Committee may designate and to create
or terminate the availability of Investment Funds for Participant directed
investments, as provided in Article IV (Trust Fund). This shall include the
right to direct the investment of all or any part of the Trust Fund in any one
security or any one type of securities permitted hereunder. Among the securities
which the Committee may direct a Trustee to purchase are "employer securities"
as defined in Code Section 409(1), up to the maximum amount permitted under
Section 407 of ERISA.

               (c)  To appoint one or more Investment Managers as defined in
Section 3(38) of ERISA, to manage all or a portion of the assets of the Trust
Fund or any Investment Fund.

               (d)  To determine the manner in which assets of the Trust Fund,
or any portion thereof, shall be disbursed.

               (e)  To perform or cause to be performed such further acts as it
may deem necessary or appropriate to effect the investment of the Trust Fund
assets.

Notwithstanding the foregoing, the PAYSOP shall be invested primarily in Company
Stock, except to the extent of diversification directed by Participants pursuant
to Section 17.5 (Diversification of Investments).

          9.3.  Designation of Authority to Board Delegates. Any action taken in
                -------------------------------------------
good faith by The Times Mirror Company in the exercise of the discretionary
authority conferred upon it by this Plan shall be conclusive and binding upon
Participants and their beneficiaries as well as any other person entitled to
payment under this Plan. All discretionary powers conferred upon The Times
Mirror Company shall be absolute. However, all discretionary powers shall be
exercised in a uniform and non-discriminatory manner. The Times Mirror Company
may designate any Board Delegate as being authorized to execute any document or
documents or to take any action or actions on behalf of The Times Mirror
Company, in which event The Times Mirror Company shall notify the Participating
Companies and the Trustee of this designation and of the name of the Board
Delegates and the additional appointment of any Board Delegates. The Trustee,
Participating Companies, Employees, Participants, Beneficiaries, and any other
party dealing with The Times Mirror Company in its capacity as Plan
Administrator may accept and rely upon


                                       60

<page>

any document executed by the designated Board Delegate as representing an action
by The Times Mirror Company until The Times Mirror Company shall notify the
Trustee and Participating Companies in writing of a revocation of the
authorization of the designated Board Delegate or the appointment of a new Board
Delegate.

          9.4.  Committee. The Committee shall consist of not fewer than
                ---------
three (3) members. The members of the Committee may be appointed by the Board of
Directors and any member so appointed shall hold office until resignation, death
or removal by the Board of Directors. Members of the Committee may also be
appointed by appropriate designation by a committee constituted pursuant to the
provisions of another employee benefit plan maintained by The Times Mirror
Company and any member so appointed shall hold office until resignation, death
or removal by such committee. One or more Board Delegates may also serve as the
Committee or members of the Committee. The Committee shall have all powers
necessary to discharge its responsibilities under Section 9.1(b) and (c) (Plan
and Trust Fund Administration) and 9.2 (Investment of Fund Assets). In addition
to any powers and authority conferred on the Committee elsewhere in the Plan or
by law, the Committee or its delegate shall have, by way of illustration but not
by way of limitation, the following powers and authority:

               (a)  To designate agents to carry out responsibilities relating
to the Plan, other than fiduciary responsibilities.

               (b)  To employ such legal, actuarial, medical, accounting
, clerical and other assistance as it may deem appropriate in carrying out the
provisions of this Plan, including one or more persons to render advice with
regard to any responsibility The Times Mirror Company or any other fiduciary may
have under the Plan.

               (c)  To establish rules and regulations from time to time for the
conduct of the Committee's business and the administration and effectuation of
this Plan.

               (d)  To exercise the authority and responsibility to control the
management of the assets of the Plan, including, but not limited to the
investment and disbursement of such assets, the maintenance of liquidity in the
Trust Fund, the discretion to determine when to obtain Exempt Loans on behalf of
the Plan, and to instruct the Trustee accordingly.

               (e)  To exercise the authority and responsibility to appoint the
Trustee and to amend the Plan and Trust Agreement on behalf of the Plan Sponsor
(except that the Committee may not adopt an amendment to terminate the Plan or
Trust).

               (f)  To perform or cause to be performed such further acts as it
may deem to be necessary, appropriate or convenient in the efficient
administration of the Plan, including setting up procedures for handling
withholding of taxes from distributions and qualified domestic relations orders.

               (g)  To exercise complete and absolute discretionary authority to
administer, interpret, construe and apply this Plan and to decide all questions
which may arise or which may be raised under this Plan by any Employee,
Participant, Beneficiary or other person whatsoever, including but not limited
to all questions relating to eligibility to participate in the Plan, the


                                       61

<page>

amount of service of any Employee, and the amount of benefits to which any
Participant or Beneficiary may be entitled by reason of service prior to or
after the Effective Date.

Any action taken in good faith by the Committee or its delegate in the exercise
of authority conferred upon it by this Plan shall be conclusive and binding upon
Employees and Beneficiaries. All discretionary powers conferred upon the
Committee or its delegate shall be absolute. However, all discretionary powers
shall be exercised in a uniform and nondiscriminatory manner. Nothing in this
Section 9.4 shall require the Committee or any member or delegate thereof to
perform any act which, pursuant to law or the provisions of this Plan, is the
responsibility of the Plan Administrator, nor shall this Section relieve the
Plan Administrator from such responsibility.

          9.5.  Investment Manager.
                ------------------

               (a)  The Committee may appoint one or more Investment Managers,
as defined in Section 3(38) of ERISA, to manage all or a portion of the assets
of the Plan.

               (b)  An Investment Manager shall discharge its duties in
accordance with applicable law and, in particular, in accordance with ERISA
Section 404(a)(l).

               (c)  An Investment Manager, when appointed, shall have full power
to manage the assets of the Plan for which it has responsibility, and neither
the Trustee, the Committee nor any Participating Company shall thereafter have
any responsibility for the management of those assets.

          9.6.  Periodic Review. At periodic intervals, not less frequently than
                ---------------
annually, the Committee shall review the long-run and short-run financial needs
of the Plan and shall reevaluate the funding and investment policy for the Plan
consistent with the objectives of the Plan. In determining the funding and
investment policy, the Committee shall take into account, at a minimum, not only
the long- and short-term investment objectives of the Trust Fund consistent with
the prudent management of the assets thereof, but also the nature and purpose of
those portions of the Plan invested in Company Stock as a vehicle for equity
participation in The Times Mirror Company by Employees.

          9.7.  Committee Procedure.
                -------------------

               (a)  A majority of the members of the Committee as constituted at
any time shall constitute a quorum, and any action by a majority of the members
present at any meeting, or authorized by a majority of the members in writing
without a meeting, shall constitute the action of the Committee.

               (b)  Any person dealing with the Committee may rely on and shall
be fully protected in relying on any documents in writing signed by a majority
of the members of the Committee, as constituted as of the date of the document,
as evidence of any action taken or resolution adopted by the Committee.

               (c)  The Committee may designate certain of its members or its
delegates as being authorized to execute any document or documents or take any
action or actions on behalf


                                       62

<page>

of the Committee, in which event the Committee shall notify the Trustee of this
designation and the name or names of the designated members or its delegates.
The Trustee, Participating Companies, Employees, Beneficiaries, and any other
party dealing with the Committee may accept and rely upon any document executed
by the designated members or delegates as representing action by the Committee
until the Committee shall file with the Trustee a written revocation of the
authorization of the designated members.

               (d)  No member of the Committee who is also a Participant or
former Participant of this Plan shall vote or decide any matter relating solely
to that person's rights under this Plan.

          9.8.  Compensation of Committee.
                -------------------------

               (a)  Members and delegates of the Committee shall serve without
compensation unless the Board of Directors shall otherwise determine. However,
in no event shall any member or delegate of the Committee who is an Employee
receive compensation from the Plan for such individual's services as a member or
delegate of the Committee.

               (b)  All members and delegates of the Committee shall be
reimbursed for any necessary or appropriate expenditures incurred in the
discharge of duties as members or delegates of the Committee.

               (c)  The compensation or fees, as the case may be, of all
officers, agents, counsel, the Trustee, or other persons retained or employed by
the Committee or its delegate shall be fixed by the Committee or its delegate.

          9.9.  Appointment of Successors.
                -------------------------

               (a)  Upon the death, resignation, or removal of any Committee
member, the Board of Directors, or a committee constituted pursuant to the
provisions of another employee benefit plan maintained by The Times Mirror
Company, may appoint a successor.

               (b)  Notice of appointment of a successor member shall be given
by the Secretary of The Times Mirror Company in writing to the Trustee and to
the other members of the Committee.

          9.10. Records. The Committee and its delegates shall keep records of
                -------
all proceedings and shall keep, or cause to be kept, all such books, accounts,
records or other data as may be necessary or advisable in its judgment for the
administration of the Plan and to properly reflect the affairs thereof.

          9.11.  Reliance Upon Documents and Opinions.
                 ------------------------------------

               (a)  The members and delegates of the Committee, the Board of
Directors, any Participating Company and any Board Delegate shall be entitled to
rely upon any tables, valuations, computations, estimates, certificates and
reports furnished by any consultant, or firm or corporation which employs one or
more consultants, upon any opinions furnished by legal counsel, and upon any
reports furnished by the Trustee. The members and delegates of the


                                       63

<page>

Committee, the Board of Directors, the Participating Companies and Board
Delegates shall be fully protected and shall not be liable in any manner
whatsoever for anything done or action taken or suffered in reliance upon any
such Trustee or counsel or consultant or firm or corporation which employs one
or more consultants.

               (b)  Any and all such things done or actions taken or suffered by
the Committee and delegates thereof, the Board of Directors, any Participating
Company and any Board Delegate shall be conclusive and binding on all Employees,
Participants, Beneficiaries, and any other persons whomsoever, except as
otherwise provided by law.

               (c)  The Committee and any delegate thereof and any Board
Delegate shall be entitled to rely upon all records of any Participating Company
with respect to any matter or thing whatsoever, and may likewise treat those
records as conclusive with respect to all Employees, Participants,
Beneficiaries, and any other persons whomsoever, except as otherwise provided by
law.

          9.12. Requirement of Proof. The Committee or any delegate thereof or
                --------------------
any Participating Company may require satisfactory proof of any matter under
this Plan from or with respect to any Employee, Participant, or Beneficiary, and
no person shall acquire any rights or be entitled to receive any benefits under
this Plan until the required proof shall be furnished.

          9.13. Multiple Fiduciary Capacity.  Any person or group of persons may
                ---------------------------
serve in more than one fiduciary capacity with respect to the Plan.

          9.14. Limitation on Liability.
                -----------------------

               (a)  Except as provided in Part 4 of Subtitle B, Title I of
ERISA, no person shall be subject to any liability with respect to such person's
duties under the Plan unless such person acts fraudulently or in bad faith.

               (b)  No person shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other fiduciary or any
person to whom fiduciary responsibilities have been allocated or delegated,
except as provided in Part 4 of Subtitle B, Title I of ERISA.

               (c)  No action or responsibility shall be deemed to be a
fiduciary action or responsibility except to the extent provided by ERISA.

          9.15. Indemnification.
                ---------------

               (a)  To the extent permitted by law, the Participating Companies
shall indemnify each member of the Board of Directors and each delegate and
member of the Committee, and any other Employee of a Participating Company with
duties under the Plan, against, and agree to hold each such person harmless
from, all liabilities, claims and expenses (including reasonable attorneys' fees
and expenses in defending against such liabilities and claims and amounts paid
in settlement against such person) which may result from such person's conduct
in the performance of such person's duties under the Plan, except in relation to
matters as to which such person acted fraudulently or in bad faith. The
preceding right of

                                       64

<page>

indemnification shall pass to the estate of such a person. For purposes of
satisfying its indemnity obligations under this Section 9.15, the Participating
Companies may (but need not) purchase and pay premiums for one or more policies
of insurance. However, this insurance shall not release the Participating
Companies of their liability under these indemnification provisions.

               (b)  The preceding right of indemnification shall be in addition
to any other right to which a member of the Board of Directors or a member or
delegate of the Committee or other person may be entitled as a matter of law or
otherwise.

          9.16. Plan Expenses.
                -------------

               (a)  All expenses incurred in the establishment, administration
and operation of the Plan, including but not limited to the expenses incurred by
the members or delegates of the Committee in exercising their duties, may be
charged to the Trust Fund and allocated to Participants' Accounts as determined
by the Committee or its delegate, to the extent these expenses are not paid by
the Participating Companies.

               (b)  Notwithstanding the foregoing, the cost of interest and
normal brokerage charges which are included in the cost of securities purchased
by the Trust Fund (or charged to proceeds in the case of sales) or other charges
relating to specific assets of the Plan shall be charged and allocated in a fair
and equitable manner to the Accounts to which the securities (or other assets)
are allocated, to the extent these expenses are not paid by the Participating
Companies.


          9.17. Bonding. Except as prescribed by the Board of Directors, as
                -------
provided in Section 412 of ERISA, or as may be required under any other
applicable law, no bond or other security shall be required by any member of the
Committee, the Trustees or any other fiduciary under this Plan.

          9.18. Prohibition Against Certain Actions.  In administering this
                -----------------------------------
Plan, the Committee shall not discriminate in favor of any class of Employees
and, particularly, it shall not discriminate in favor of Highly Compensated
Employees, or Employees who are officers or shareholders of the Company.

          9.19. Effect of Committee Action. Except as provided in Article XII\
                --------------------------
(Application for Benefits), all actions taken and all determinations made by the
Committee and delegates thereof, the Board of Directors, the Times Mirror
Company, any Participating Company and any Board Delegate in good faith shall be
final and binding upon all Participants, former Participants, the Trustee and
any person interested in the Plan or Trust Fund.

          9.20. Correction of Administrative Error; Special Contribution.
                --------------------------------------------------------
Notwithstanding any other provision of the Plan to the contrary, the Committee
(or its delegate) may, in its discretion, take any and all appropriate and
nondiscriminatory action to correct errors in the administration of the Plan,
including, without limitation, errors in the allocation of contributions,
Forfeitures, and income, expenses, gains and losses to the Accounts of the
Participants or other Payees under the Plan. Such corrective actions may include
debiting or crediting a Participant's or other Payee's Accounts or allocating
special contributions made by a Participating Company to the Plan for purposes
of correcting any failure to make contributions on a timely basis or


                                       65

<page>

properly allocate contributions, Forfeitures, or income, expenses, gains and
losses. The Committee (or its delegate) shall determine the amount of any such
special contributions required to be made by a Participating Company, which may
be made in such approximate amounts as the Committee (or its delegate), acting
in its sole discretion, shall determine. In no event shall any corrective action
taken by the Committee (or its delegate) under this Section reduce any
Participant's or other Payee's accrued benefit in violation of Section 41l(d)(6)
of the Code and the Treasury Regulations thereunder or discriminate in favor of
any Highly Compensated Employee.

                                   ARTICLE X.

                        MERGER OF COMPANY; MERGER OF PLAN

          10.1. Effect of Reorganization or Transfer of Assets. In the event of
                ----------------------------------------------
a consolidation, merger, sale, liquidation, or other transfer of the operating
assets of The Times Mirror Company to any other company, the ultimate successor
or successors to the business of The Times Mirror Company shall automatically be
deemed to have elected to continue this Plan in full force and effect, in the
same manner as if the Plan had been adopted by resolution of its Board of
Directors, unless the successor(s), by resolution of its board of directors,
shall elect not to so continue this Plan in effect, in which case the Plan shall
automatically be deemed terminated as of the applicable effective date set forth
in the board resolution. In the event a Participating Company or the operating
assets thereof are acquired by another company or if a Participating Company is
merged into or acquired by another company, the Employees of such Participating
Company shall be regarded as having terminated their employment with a
Participating Company for purposes of Section 8.2 (Distribution Upon Severance
of Employment) as of the acquisition date and the Vested interests of those
Employees who are Participants shall be distributed in accordance with Article
VIII (Vesting; Payment of Benefits), except to the extent that the Participating
Company, subject to the approval of the Board of Directors, may determine that
the interests of such Participants shall be distributed in another manner.

          10.2. Merger Restriction. Notwithstanding any other provision in this\
                ------------------
Article X (Merger of Company; Merger of Plan), this Plan shall not in whole or
in part merge or consolidate with, or transfer any of its assets or liabilities
to any other plan unless each affected Participant would receive a benefit
immediately after the merger, consolidation, or transfer (if the other plan then
terminated) which is equal to or greater than the benefit such individual would
have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).


                                       66

<PAGE>

                                   ARTICLE XI.

                              PLAN TERMINATION AND
                         DISCONTINUANCE OF CONTRIBUTIONS

          11.1. Plan Termination.
                ----------------

               (a)  Subject to the following provisions of this Section 11.1,
the Board of Directors may at any time by resolution authorize the termination
of the Plan and Trust by an instrument in writing executed in the name of The
Times Mirror Company by an officer or officers duly authorized to execute such
an instrument, and delivered to the Trustee. The Plan and Trust may also
terminate if The Times Mirror Company merges into any other company, if, as a
result of the merger, the Plan is terminated pursuant to Section 10.1 (Effect of
Reorganization or Transfer of Assets).

               (b)  Upon and after the effective date of the termination, the
Participating Companies shall not make any further contributions under the Plan
and no contributions need be made by such Participating Companies applicable to
the Plan Year in which the termination occurs, except as may otherwise be
required by law.

               (c)  The interests of all affected Participants in their Accounts
as of the date of termination of the Plan shall, to the extent funded,
automatically become fully Vested and nonforfeitable within the meaning of Code
Section 411 and ERISA Section 203.

          11.2. Discontinuance of Contributions.
                -------------------------------

               (a)  In the event the Participating Companies decide it is
impossible or inadvisable for business reasons to continue to make Company
Contributions under the Plan, then by resolution of the Board of Directors,
contributions to the Plan may be discontinued. Upon and after the effective date
of this discontinuance, the Participating Companies shall not make any further
Company Contributions under the Plan and no Company Contributions need be made
by a Participating Company with respect to the Plan Year in which the
discontinuance occurs, except as may otherwise be required by law. In addition,
no Employee contributions described in Sections 5.5 (After-Tax Contributions)
and 5.8 (Participant Rollover Contributions) may be made after a discontinuance.
The failure of the Participating Companies to contribute to the Trust in any
Plan Year, if contributions are not required or may not be made for such Year,
shall not constitute a complete discontinuance of contributions to the Plan for
purpose of this Section 11.2(a).

               (b)  The discontinuance of Company Contributions on the part of
the Participating Companies shall not terminate the Plan as to the funds and
assets then held by the Trustee, or operate to accelerate any payments of
distributions to or for the benefit of Participants or Beneficiaries, and the
Trustee shall continue to administer the Trust Fund in accordance with the
provisions of the Plan until all of the obligations under the Plan shall have
been discharged and satisfied.

               (c)  However, if this discontinuance of Company Contributions
shall cause the Plan to lose its status as a qualified plan under Code Section
401 (a), the Plan shall be terminated


                                       67

<page>

in accordance with the provisions of this Article XI (Plan Termination and
Discontinuance of Contributions).

               (d)  On and after the effective date of a discontinuance of
Company Contributions, the interests of all affected Participants in their
Accounts as of that date shall, to the extent funded, automatically become fully
Vested and nonforfeitable within the meaning of Code Section 411 and ERISA
Section 203.

          11.3. Rights of Participants. In the event of the termination of the
                ----------------------
Plan, for any cause whatsoever, all assets of the Plan, after payment of
expenses, shall be used for the exclusive benefit of Participants and their
Beneficiaries and no part thereof shall be returned to the Participating
Companies, except as provided in Section 6.2 (Exclusive Benefit) of this Plan.

          11.4. Trustee's Duties on Termination.
                -------------------------------

               (a)  On or before the effective date of termination of this Plan,
the Trustee shall, subject to Section 8.6 (Form of Distributions and In-Service
Withdrawals), proceed as soon as possible, but in any event within six months
from the effective date, to reduce all of the assets of the Trust Fund to cash
and/or Company Stock in such proportions as the Committee shall determine (after
approval by the Internal Revenue Service, if such approval is sought, with
respect to any portion of the assets of the Trust Fund held as Company Stock).

               (b)  After first deducting the estimated expenses for liquidation
and distribution chargeable to the Trust Fund, and after setting aside a
reasonable reserve for expenses and liabilities (absolute or contingent) of the
Trust Fund, the Committee shall make required allocations of items of income and
expense to the Accounts.

               (c)  Following these allocations, the Trustee shall promptly,
after receipt of appropriate instructions from the Committee, distribute in
accordance with Section 8.2 (Distribution Upon Severance of Employment) and
subject to Article XVIII (Miscellaneous) to each Participant or Beneficiary a
benefit equal to the amount credited to such individual's Accounts as of the
date of completion of the liquidation.

               (d)  The Trustee and the Committee shall continue to function as
such for such period of time as may be necessary for the winding up of this Plan
and for the making of distributions in accordance with the provisions of this
Plan.

          11.5. Partial Termination.
                -------------------

               (a)  In the event of a partial termination of the Plan within the
meaning of Code Section 411(d)(3), then as of the date of such partial
termination, the interests of affected Participants in the Trust Fund shall
become nonforfeitable within the meaning of Code Section 411 and ERISA Section
203.

               (b)  That portion of the assets of the Plan affected by the
partial termination shall be used exclusively for the benefit of the affected
Participants and their Beneficiaries, and no part thereof shall otherwise be
applied.


                                       68

<page>


               (c)  With respect to the Accounts of Participants affected by a
partial termination, the Committee and the Trustee shall follow the same
procedures and take the same actions prescribed in Sections 11.1 (Plan
Termination) and 11.4 (Trustee's Duties on Termination) in the case of a
complete termination of the Plan.

                                  ARTICLE XII.

                            APPLICATION FOR BENEFITS

          12.1. Application for Benefits. The Committee or its delegate may
                ------------------------
require any person claiming benefits under the Plan to submit an application
therefor, together with such documents and information as the Committee or its
delegate may require. In the case of any person suffering from a disability
which prevents such individual from making personal application for benefits,
the Committee or its delegate may, in its discretion, permit another person
acting on behalf of such individual to submit the application.

          12.2. Action on Application.
                ---------------------

               (a)  Within ninety (90) days following receipt of an application
and all necessary documents and information, the Committee or its delegate
reviewing the claim shall furnish the claimant with written notice of the
decision rendered with respect to the application.

               (b)  In the case of a denial of the claimant's application, the
written notice shall set forth:

                    (i)   The specific reasons for the denial, with reference to
the Plan provisions upon which the denial is based;

                    (ii)  A description of any additional information or
material necessary for perfection of the application (together with an
explanation why the material or information is necessary); and

                    (iii) An explanation of the Plan's claim review procedure.

               (c)  A claimant who wishes to contest the denial of claimant's
application for benefits or to contest the amount of benefits payable to such
claimant shall follow the procedures for appeal as set forth in Section 12.3
(Appeals), and shall exhaust such administrative procedures prior to seeking any
other form of relief.

          12.3. Appeals.
                --------

               (a)  A claimant who does not agree with the decision rendered
with respect to such individual's application may appeal the decision to the
Committee.

                    (i)   The appeal shall be made in writing within sixty-five
(65) days after the date of notice of the decision with respect to the
application.


                                       69

<page>

                    (ii)  If the application has neither been approved nor
denied within the ninety (90) day period provided in Section 12.2 (Action on
Application) above, then the appeal shall be made within sixty-five (65) days
after the expiration of the ninety day (90) period.

               (b)  In making an appeal, the claimant may request that
claimant's application be given full and fair review by the Committee. The
claimant may review all pertinent documents and submit issues and comments in
writing.

               (c)  The decision of the Committee shall be made promptly, and
not later than sixty (60) days after the Committee's receipt of a request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than one hundred twenty (120) days after receipt of a request for
review.

               (d)  The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant with specific references to the pertinent Plan
provisions upon which the decision is based.

                                 ARTICLE XIII.

                           LIMITATIONS ON ALLOCATIONS

          13.1. General Rule.
                ------------

                Notwithstanding anything to the contrary contained in this
Plan the total Annual Additions under this Plan to a Participant's Accounts for
any Plan Year shall not exceed the lesser of:

               (a)  Thirty thousand dollars ($30,000) (or if greater, one-fourth
(1/4) of the defined benefit dollar limitation set forth in Section 415(b) of
the Code as in effect for the Limitation Year); or

               (b)  Twenty-five percent (25%) of the Participant's Statutory
Compensation from all Times Mirror Employers for the Limitation Year, excluding
amounts otherwise treated as Annual Additions under Section 13.2(a)(iv) (Annual
Additions).

          13.2. Annual Additions.
                ----------------

               (a)  For purposes of Section 13.1 (General Rule), the term
"Annual Additions" shall mean, for any Plan Year, the sum of:

                    (i)   The amount credited to the Participant's Accounts from
Company Contributions for such Plan Year;

                    (ii)  Any Employee contributions for the Plan Year;

                    (iii) Forfeitures;


                                       70

<page>

                    (iv)  Any amounts described in Sections 415(1)(1) or
419(A)(d)(2) of the Code; and

                    (v)   Company contributions and forfeitures allocated to a
Participant's accounts under all other qualified defined contribution plans, if
any, of any Times Mirror Employer.

The term "Employee contributions," for purposes of the preceding sentence, shall
mean amounts considered contributed by the Employee and which do not qualify for
tax deferral treatment under Section 401(k) of the Code.

               (b)  Notwithstanding anything to the contrary in this Section,
the Annual Additions for any Limitation Year beginning before January 1, 1987
shall not be recomputed to treat all Employee contributions as Annual Additions.

               (c)  If, in a particular Plan Year, a Times Mirror Employer
contributes an amount to a Participant's Accounts because of an erroneous
forfeiture in a prior Plan Year, or because of an erroneous failure to allocate
amounts in a prior Plan Year, the contribution shall be considered an Annual
Addition for the Plan Year to which it relates. If the amount so contributed in
the particular Plan Year takes into account actual investment gains attributable
to the period subsequent to the Plan year to which the contribution relates, the
portion of the total contribution which consists of such gains shall not be
considered as an Annual Addition for any Plan Year.

          13.3. Other Defined Contribution Plans. If any Times Mirror Employer
                --------------------------------
is contributing to any other defined contribution plan (as defined in Section
415(i) of the Code) for its Employees, some or all of whom may be Participants
in this Plan, then contributions to the other plan shall be aggregated with
contributions under this Plan for the purposes of applying the limitations of
Section 13.1 (General Rule).

          13.4. Combined Plan Limitation (Defined Benefit Plan). In the event a
                -----------------------------------------------
Participant hereunder also is a participant in any qualified defined benefit
plan (within the meaning of Section 415(k) of the Code) of any Times Mirror
Employer, then the benefit payable under such defined benefit plan, or any of
them, shall be reduced for so long and to the extent necessary to provide that
the sum of the "defined benefit fraction" and the "defined contribution
fraction" for any Plan Year, as defined below, shall not exceed one (1).

               (a)  "Defined Benefit Fraction" shall be a fraction, the
numerator of which is the projected benefit of a Participant under all qualified
defined benefit plans adopted by all Times Mirror Employers, expressed as either
an life annuity or a qualified fifty percent (50%) joint and survivor annuity
providing the maximum permissible survivor benefit (determined as of the close
of the Plan Year), and the denominator of which is the lesser of (i) the maximum
dollar amount otherwise allowable for such Plan Year under Code Section
415(b)(l)(A) times 1.25 or (ii) 1.4 multiplied by the amount which may be taken
into account under Code Section 415(b)(l)(B) for such Plan Year.

               (b)  "Defined Contribution Fraction" shall be a fraction, the
numerator of which is the sum of the Annual Additions to the Participant's
Accounts under this Plan and any


                                       71

<page>

other defined contribution plans adopted by Times Mirror Employers in which the
Participant participates for each Plan Year, and the denominator of which is the
lesser for each such Plan Year of (i) the maximum dollar amount of Annual
Additions which could have been made under this Plan and any other such defined
contribution plans for such Plan Year and for each prior Plan Year of service
with Times Mirror Employers accrued by a Participant under Code Section
415(c)(l)(A) times 1.25 or (ii) 1.4 multiplied by the amount which may be taken
into account under Code Section 415(c)(l)(B) for such Plan Year. Notwithstanding
the foregoing, the numerator of the foregoing fraction shall be adjusted to the
extent necessary to ensure that the sum of the Defined Benefit Fraction and the
Defined Contribution Fraction did not exceed 1.0 as of January 1, 1987.

          13.5. Adjustments for Excess Annual Additions. In general, Annual
                ---------------------------------------
Additions for any Plan Year under this Plan and any other defined contribution
plan (as defined in Code Section 414(i) or defined benefit plan (as defined in
Code Section 414(j)) maintained by any Times Mirror Employer will be determined
so as to avoid Annual Additions in excess of the limitations set forth in this
Article XIII (Limitations on Allocations). However, if as a result of a
reasonable error in estimating the amount of the Annual Additions to a
Participant's Accounts under this Plan, such Annual Additions (after giving
effect to the maximum permissible adjustments under the other plans) exceed the
applicable limitations described in this Article XIII (Limitations on
Allocations), such excess Annual Additions shall be corrected as follows:

               (a)  If the Participant made any after-tax contributions to this
or any other defined contribution plan that is maintained by any Times Mirror
Employer, which after-tax contributions were not matched by matching
contributions, within the meaning of Code Section 401(m), such after-tax
contributions shall be returned to the Participant to the extent of any excess
Annual Additions.

               (b)  If excess Annual Additions remain after the application of
the above rule, if the Participant made any pre-tax contributions to this or any
other defined contribution plan that is maintained by any Times Mirror Employer,
which pre-tax contributions were not matched by matching contributions within
the meaning of Code Section 401(m), such pre-tax contributions shall be returned
to the Participant to the extent of any excess Annual Additions.

               (c)  If excess Annual Additions remain after the application of
the above rule, if the Participant made any after-tax contributions to this or
any other defined contribution plan that is maintained by any Times Mirror
Employer, which after-tax contributions were matched by matching contributions,
within the meaning of Code Section 401(m), any such after-tax contributions
shall be returned to the Participant and any matching contributions attributable
thereto shall be reduced to the extent necessary to eliminate any remaining
excess Annual Additions.

               (d) If excess Annual Additions remain after the application of
the above rule, if the Participant made any pre-tax contributions to this or any
other defined contribution plan that is maintained by any Times Mirror Employer,
which pre-tax contributions were matched by matching contributions, within the
meaning of Code Section 401(m), any such pre-tax contributions shall be returned
to the Participant and any matching contributions attributable


                                       72

<page>
thereto shall be reduced to the extent necessary to eliminate any remaining
excess Annual Additions.

               (e)  If excess Annual Additions remain after the application of
the above rule, any other Participating Company contributions shall be reduced
to the extent necessary to eliminate any remaining excess Annual Additions.

          13.6. Disposition of Excess Company Contribution Amounts. Any excess
                --------------------------------------------------
Annual Additions attributable to Participating Company contributions on behalf
of a Participant for any Plan Year under this Plan shall be held unallocated in
a suspense account for the Plan Year and applied to reduce the contributions of
the Participating Company of which such Participant is an Employee for the
succeeding Plan Year, or Years, if necessary. No investment gains or losses
shall be allocated to a suspense account established for this purpose.

          13.7. Subsidiary Company. Notwithstanding any other provision of the
                ------------------
Plan, for purposes of Article XIII (Limitations on Allocations) the status of
any Times Mirror Employer as a subsidiary company shall be determined in
accordance with the special rules set forth in Section 415(h) of the Code.

                                  ARTICLE XIV.

                            RESTRICTION ON ALIENATION

          14.1. General Restrictions Against Alienation.
                ---------------------------------------

               (a)  Subject to Section 14.2 (Qualified Domestic Relations
Orders) and Subsection (d) hereof, the interest of any Participant or
Beneficiary in the income, benefits, payments, claims, or rights hereunder, or
in the Trust Fund shall not in any event be subject to sale, assignment,
hypothecation, or transfer. Each Participant and Beneficiary is prohibited from
anticipating, encumbering, assigning, or in any manner alienating such
individual's interest under the Trust Fund, and is without power to do so,
except as may otherwise be provided for in the Trust Agreement. The interest of
any Participant or Beneficiary shall not be liable or subject to such
individual's debts, liabilities, or obligations, now contracted, or which may be
subsequently contracted except as otherwise required under federal tax laws. The
interest of any Participant or Beneficiary shall be free from all claims,
liabilities, bankruptcy proceedings, or other legal process now or hereafter
incurred or arising; and the interest or any part thereof shall not be subject
to any judgment rendered against the Participant or Beneficiary.

               (b)  In the event any person attempts to take any action contrary
to this Section 14.1, that action shall be void and the Participating Companies,
Times Mirror Employers, the Committee or its delegates, the Trustees and all
Participants and their Beneficiaries, may disregard that action and are not in
any manner bound thereby, and they, and each of them separately, shall suffer no
liability for any disregard of that action, and shall be reimbursed on demand
out of the Trust Fund for the amount of any loss, cost or expense incurred as a
result of disregarding or of acting in disregard of that action.

               (c)  Notwithstanding Subsections (a) and (b) or any other
provision of the Plan to the contrary, upon receipt by the Committee of a
judgment, order, decree or settlement


                                       73


<PAGE>

agreement described in paragraph (ii) which expressly provides for an offset
against all or part of an amount ordered or required to be paid to the Plan
against a Participant's Accounts under the Plan, such Participant's Accounts
shall be reduced or offset by the amount specified in such judgment, order,
decree or settlement agreement and such amount shall promptly be paid to the
Plan. Any such judgment, order or decree must be issued and any such settlement
agreement must be entered into on or after August 5,1997 and must arise from:

                    (i)   a judgment of conviction for a crime involving the
Plan,

                    (ii)  a civil judgment (including a consent order or decree)
entered by a court in an action brought in connection with a violation (or
alleged violation) of Part 4 of ERISA, or

                    (iii) a settlement agreement between the Secretary of Labor
or the Pension Benefit Guaranty Corporation and the Participant, in connection
with a violation (or alleged violation) of Part 4 of ERISA by a fiduciary or any
other person.

               (d)  The preceding provisions of this Section 14.1 shall be
interpreted and applied by the Committee in accordance with the requirements of
Code Section 401(a)(13) and ERISA Section 206(d) as construed and interpreted by
authoritative judicial and administrative rulings and regulations.

          14.2. Qualified Domestic Relations Orders.
                -----------------------------------

               (a)  In the event that a court with jurisdiction over the Plan or
the Trust Fund shall issue an order or render a judgment requiring that all or
part of a Participant's interest under the Plan and in the Trust Fund be paid to
a Spouse, former Spouse and/or children of the Participant by reason of or in
connection with the marital dissolution and/or marital separation of the
Participant and the Spouse, and/or some other similar proceeding involving
marital rights and property interests, then notwithstanding the provisions of
Section 14.1 (General Restrictions Against Alienation), the Committee, acting
through its delegates or on its own behalf, may, in its absolute discretion,
direct the Trustees to comply with that court or judgment and distribute assets
of the Plan in accordance therewith.

               (b)  The Committee's decision with respect to compliance with any
such court order or judgment shall be made in its absolute discretion and shall
be binding upon the Trustees and all Participants and their Beneficiaries and
any other Payee, provided, however, that the Committee in the exercise of its
discretion shall not make payments in accordance with the terms of an order
which is not a qualified domestic relations order within the meaning of Section
414(p) of the Code or which the Committee determines would jeopardize the
continued qualification of the Plan or Trust Fund under Section 401 (a) of the
Code. Notwithstanding the foregoing, if a domestic relations order requires
payment to an Alternate Payee prior to the date the Participant attains age
fifty (50) of any amounts which would otherwise be available to the Participant
in the event of the Participant's termination of employment, but otherwise
satisfies the requirements for a qualified domestic relations order under Code
Section 414(p) and ERISA Section 206(d), the Committee, acting through its
delegates or on its own behalf, may make a distribution to the Alternate Payee
prior to the date the Participant attains age fifty (50).


                                       74

<page>

               (c)  Neither the Plan, any Participating Company, the Committee
nor the Trustees shall be liable in any manner to any person, including any
Participant or Beneficiary, for complying with any such court order or judgment.

               (d)  The Committee may, if in its absolute discretion it deems it
to be in the best interests of the Plan and the Participants, determine that any
such court order or judgment shall be resisted by means of judicial appeal or
other available judicial remedy, and in that event the Trustees shall act in
accordance with the Committee's directions.

               (e)  Subject to Section 414(p) of the Code, the Committee may, if
in its absolute discretion it deems it to be in the best interests of the Plan
and the Participants, determine that no distribution may be made to a
Participant during the period in which the Committee is making a determination
of whether a domestic relations order affecting the Participant's benefit is a
qualified domestic relations order. Further, if the Committee is aware that a
qualified domestic relations order affecting a Participant's benefit is being
sought, it may prohibit such Participant from commencing to receive a
distribution until the Committee has determined that such a distribution would
not be inconsistent with any such order or that no such order will be submitted.
Finally, if the Committee is in receipt of a qualified domestic relations order
with respect to any Participant's benefit, it may prohibit such Participant from
receiving a distribution until the Alternate Payee's rights under such order are
satisfied.

               (f)  As required by Code Section 414(p), a domestic relations
order may not require the Plan to provide any type or form of benefit, or any
option, not otherwise provided under the Plan. An Alternate Payee shall have the
right to select any form of payment that would be available to the Participant
under this Plan, as if the Participant were making such election and based on
the Participant's life expectancy, but shall not have the right to elect such
forms of payment with the Alternate Payee as the primary Payee.

               (g)  The Committee or its delegate shall adopt procedures and
provide notifications to a Participant and Alternate Payee(s) in connection with
a qualified domestic relations order, to the extent required under Code Section
414(p) and ERISA Section 206(d).

               (h)  Prior to the time distribution is made to an Alternate Payee
under any qualified domestic relations order, the awarded interest shall be held
in separate Accounts for any such Alternate Payee who shall have the same
ability to direct the investment of such Accounts in accordance with Article VII
(Participant Accounts and Allocations) as any other Participant.

                                  ARTICLE XV.

                                 PLAN AMENDMENTS

          15.1. Right to Amend. The Committee shall have the right to amend the
                --------------
Plan and the Trust Agreement at any time and from time to time and in such
manner and to such extent as it may deem advisable, subject to the following
provisions and subject further to the limitation that the Committee may not
adopt an amendment to terminate the Plan or Trust:


                                       75

<PAGE>


               (a)  No amendment shall have the effect of reducing any
Participant's Distributable Benefit in the Trust Fund.

               (b)  No amendment, except to the extent and under the
circumstances permitted from time to time by the law governing the requirements
applicable to qualified plans within the meaning of Section 401 (a) of the Code
(or any successor statute), shall have the effect of diverting any part of the
Plan assets for any purpose other than the exclusive benefit of Participants or
their Beneficiaries and defraying reasonable expenses of administering the Plan.

               (c)  No amendment shall have the effect of substantially
increasing the duties, responsibilities or liabilities of the Trustees unless
the Trustees' written consent thereto shall first have been obtained.

               (d)  Notwithstanding any provisions of this Article XV (Plan
Amendments) to the contrary, the Plan may be amended prospectively or
retroactively (as provided in Section 401(b) of the Code) to make the Plan
conform to any provision of ERISA, any Code provisions dealing with
tax-qualified trusts, or any regulation under either.

               (e)  If the vesting schedule under the Plan is amended or if the
Plan is amended in any way that directly or indirectly affects the computation
of a Participant's Distributable Benefit, each Participant who has completed at
least three (3) Years of Vesting Service may elect, within a reasonable time
after the adoption of the amendment, to continue to have such individual's
Distributable Benefit computed under the Plan without regard to such amendment.
The period during which the election may be made shall commence with the date
the amendment is adopted and shall end on the latest of: (i) sixty (60) days
after the amendment is adopted; (ii) sixty (60) days after the amendment is
effective; or (iii) sixty (60) days after the Participant is issued written
notice of the amendment.

                                  ARTICLE XVI.

                              TOP-HEAVY PROVISIONS

          16.1. Application of Top-Heavy Rules. Notwithstanding anything in this
                ------------------------------
Plan to the contrary, if the Plan is classified as a "Top-Heavy Plan" for any
Plan Year, then the Plan shall meet the following requirements of this Article
XVI (Top Heavy Provisions).

          16.2. Definitions.
                -----------

               (a)  For purposes of this Article XVI (Top-Heavy Provisions), the
term "Key Employee" shall mean any Employee or former Employee who, at any time
during the Plan Year or any of the four (4) preceding Plan Years, is or was:

                    (i)   An officer of a Times Mirror Employer having Statutory
Compensation from all Times Mirror Employers greater than fifty percent (50%) of
the amount in effect under Code Section 415(b)(l)(A) for the Plan Year. However,
no more than fifty (50) Employees (or, if lesser, the greater of three (3) or
ten percent (10%) of the Employees) shall be treated as officers;


                                       76

<page>

                    (ii) One of the ten (10) Employees having Statutory
Compensation from all Times Mirror Employers of more than the limitation in
effect under Code Section 415(c)(l)(A) and owning (or considered as owning
within the meaning of Code Section 318) the largest interests in any Times
Mirror Employer. For this purpose, if two (2) Employees have the same interest
in a Times Mirror Employer, the Employee having greater Statutory Compensation
from all Times Mirror Employers shall be treated as having a larger interest;

                    (iii) A Five Percent Owner of a Times Mirror Employer; or

                    (iv)  A One Percent Owner of a Times Mirror Employer having
Statutory Compensation from all Times Mirror Employer of more than one hundred
fifty thousand dollars ($150,000).

               (b)  For purposes of this Section 16.2, the term "Five Percent
Owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of a
Times Mirror Employer or stock possessing more than five percent (5%) of the
total combined voting power of all the stock of such Times Mirror Employer. The
rules of Subsections (b), (c) and (m) of Code Section 414 shall not apply for
purposes of applying these ownership rules. Thus, this ownership test shall be
applied separately with respect to every Times Mirror Employer.

               (c)  For purposes of this Section 16.2, the term "One Percent
Owner" means any person who would be described in Subsection (b) if "one percent
(1%)" were substituted for "five percent (5%)" each place where it appears
therein.

               (d)  For purposes of this Section 16.2, the rules of Code Section
318(a)(2)(C) shall be applied by substituting "five percent (5%)" for "fifty
percent (50%)."

               (e)  For purposes of this Article XVI (Top-Heavy Provisions), the
term "Non Key Employee" shall mean any Employee who is not a Key Employee.

               (f)  For purposes of this Article XVI (Top-Heavy Provisions), the
terms "Key Employee" and "Non-Key Employee" include their Beneficiaries.

          16.3. Top Heavy Status.
                ----------------

               (a)  The term "Top-Heavy Plan" means, with respect to any Plan
Year:

                    (i)   Any defined benefit plan if, as of the Determination
Date, the present value of the cumulative accrued benefits under the Plan for
Key Employees exceeds sixty percent (60%) of the present value of the cumulative
accrued benefits under the plan for all Employees, and

                    (ii)  Any defined contribution plan if, as of the
Determination Date, the aggregate of the account balances of Key Employees under
the Plan exceeds sixty percent (60%) of the present value of the aggregate of
the account balances of all Employees under the Plan.


                                       77

<page>

For purposes of this Subsection (a), the term "Determination Date" means, with
respect to any Plan Year, the last day of the preceding Plan Year. In the case
of the first Plan Year of any plan, the term "Determination Date" shall mean the
last day of that Plan Year.

               (b)  The present value of account balances under a defined
contribution plan shall be determined as of the most recent valuation date. The
present value of accrued benefits under a defined benefit plan shall be
determined as of the same valuation date as used for computing plan costs for
minimum funding. The present value of the cumulative accrued benefits of a
Non-Key Employee shall be determined under either:

                    (i)   The method, if any, that uniformly applies for accrual
purposes under all plans maintained by Times Mirror Employers; or

                    (ii)  If there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Section 411(b)(l)(C)of the Code.

               (c)  Each plan maintained by the Times Mirror Employer required
to be included in an Aggregate Group shall be treated as a Top-Heavy Plan if the
Aggregation Group is a Top-Heavy Group. If the Aggregation Group is not a
Top-Heavy Group no plan in such group shall be a Top-Heavy Plan.

                    (i)   The term "Aggregation Group" means:

                    (A)   Each Plan of any Times Mirror Employer in which a Key
               Employee is a Participant, and

                    (B)   Each other plan of any Times Mirror Employer which
               enables any plan described in Subparagraph (A) to meet the
               requirements of Code Sections 401(a)(4)or410.

               Also, any plan not required to be included in an Aggregation
               Group under the preceding rules may be treated as being part
               of such group if the group would continue to meet the
               requirements of Code Sections 401(a)(4) and 410 with the plan
               being taken into account.

                    (ii)  The term "Top-Heavy Group" means any Aggregation Group
if the sum (as of the Determination Date) of:

                    (A)   The present value of the cumulative accrued benefits
               for Key Employees under all defined benefit plans included in the
               group, and

                    (B)   The aggregate of the account balances of Key Employees
               under all defined contribution plans included in the group
               exceeds sixty percent (60%) of a similar sum determined for all
               Employees.

                    (iii) For purposes of determining the present value of the
cumulative accrued benefit of any Employee, or the amount of the account balance
of any Employee, such


                                       78

<page>

present value or amount shall be increased by the aggregate distributions made
with respect to the Employee under the plan during the five (5) year period
ending on the Determination Date. The preceding rule shall also apply to
distributions under a terminated plan which, if it had not been terminated,
would have been required to be included in an Aggregation Group. Also, any
rollover contribution or similar transfer initiated by the Employee and made
after December 31, 1983 to a plan shall not be taken into account with respect
to the transferee plan for purposes of determining whether such plan is a
Top-Heavy Plan (or whether any Aggregation Group which includes such plan is a
Top-Heavy Group).

               (d)  If any individual is a Non-Key Employee with respect to any
plan for any Plan Year, but the individual was a Key Employee with respect to
the plan for any prior Plan Year, any accrued benefit for the individual (and
the account balance of the individual) shall not be taken into account for
purposes of this Section 16.3.

               (e)  If any individual has not received any Statutory
Compensation from any Times Mirror Employer at any time during the five (5) year
period ending on the Determination Date, any accrued benefit for such individual
(and the account balance of the individual) shall not be taken into account for
purposes of this Section 16.3.

          16.4. Minimum  Contributions.  For each Plan Year in which the Plan is
                ----------------------
Top-Heavy, the minimum contributions for that year shall be determined in
accordance with the rules of this Section 16.4.

               (a)  Except as provided below, the minimum contribution
(excluding amounts deferred under a cash or deferred arrangement under Section
401(k) of the Code and any employer contributions taken into account under
Section 401(k)(3) or 401(m)(3) of the Code) for each Non-Key Employee who has
not separated from service as of the last day of the Plan Year shall be not less
than three percent (3%) of such Non-Key Employee's Statutory Compensation,
regardless of whether the Non-Key Employee has less than one thousand (1,000)
Hours of Service during such Plan Year.

               (b)  Subject to the following rules of this Subsection (b), the
percentage set forth in Subsection (a) above shall not be required to exceed the
percentage at which contributions are made (or are required to be made) under
the Plan for the year for the Key Employee for whom the percentage is the
highest for the year. This determination shall be made by dividing the
contributions for each Key Employee by so much of such Key Employee's total
Statutory Compensation for the year as does not exceed the Annual Dollar Limit.
For purposes of this calculation, contributions shall include amounts deferred
under Section 401(k) of the Code. For purposes of this Subsection (b), all
defined contribution plans required to be included in an Aggregation Group shall
be treated as one plan. However, the rules of this Subsection (b) shall not
apply to any plan required to be included in an Aggregation Group if the plan
enables a defined benefit plan to meet the requirements of Code Sections 401
(a)(4) or 410.

               (c)  The requirements of this Section 16.4 must be satisfied
without contribution under chapter 2 or 21 of the Code, title II of the Social
Security Act, or any other Federal or State law.


                                       79

<page>

               (d)  In the event a Participant is covered by both a defined
contribution and a defined benefit plan maintained by a Times Mirror Employer,
both of which are determined to be Top-Heavy Plans, the defined benefit minimum,
offset by the benefits provided under the defined contribution plan, shall be
provided under the defined benefit plan.

               (e)  In no instance may the Plan take into account an Employee's
Statutory Compensation in excess of the Annual Dollar Limit.

          16.5. Maximum Annual Additions.
                ------------------------

               (a)  Except as set forth below, in the case of any Top-Heavy Plan
the rules of Code Section 415(e)(2)(B) and (3)(B) shall be applied by
substituting "1.0" for "1.25."

               (b)  The rule set forth in Subsection (a) above shall not apply
if the requirements of both Paragraphs (i) and (ii), below, are satisfied.

                    (i)   The requirements of this Subparagraph (i) are
satisfied if the rules of Section 16.4(a) (Minimum Contributions) would be
satisfied after substituting "four percent (4%)" for "three percent (3%)" where
it appears therein with respect to Participants covered only under a defined
contribution plan; and

                    (ii)  The requirements of this Subparagraph (ii) are
satisfied if the Plan would not be a Top-Heavy Plan if "ninety percent (90%)"
were substituted for "sixty percent (60%)" each place it appears in Section
16.3(a) (Top-Heavy Status).

               (c)  The rules of Subsection (a) shall not apply with respect to
any Employee as long as there are no:

                    (i)   Company Contributions, forfeitures, or voluntary
nondeductible contributions allocated to the Employee under a defined
contribution plan maintained by a Times Mirror Employer; or

                    (ii)  Accruals by the Employee under a defined benefit plan
maintained by a Times Mirror Employer.

          16.6. Vesting Rules. In the event that the Plan is determined to be
                -------------
Top-Heavy in accordance with the rules of this Article XVI (Top-Heavy Status),
then the Vested status of each Non-Key Employee as of such date shall not be
less than as determined under the vesting schedule set forth below:

                              Years of Service               Vested Interest

                                      2                             20%
                                      3                             40%
                                      4                             60%
                                      5                             80%
                                  6 or more                        100%


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<page>

                Further, if the Plan shall be determined to be a Top-Heavy
Plan under the rules of Section 16.3 (Top-Heavy Status), each Participant with
at least three (3) Years of Vesting Service shall have the right to continue to
have such Participant's nonforfeitable percentage under this Plan determined
under the vesting schedule set forth in this Section 16.6 after the Plan ceases
to be Top-Heavy.

          16.7. Non-Eligible Employees. The rules of this Article XVI (Top-Heavy
                ----------------------
Provisions) shall not apply to any Employee included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more
Participating Companies if there is evidence that retirement benefits were the
subject of good faith bargaining between such employee representatives and the
Participating Company.

                                 ARTICLE XVII.

                          PROVISIONS RELATING TO PAYSOP

          17.1. PAYSOP Accounts.
                ----------------

                The Committee shall maintain a dormant PAYSOP Account for each
Participant who was a Participant under the portion of the Plan prior to January
1, 1987 which was a tax credit employee stock ownership plan for purposes of
holding and accounting for Company Stock and other assets, if any, attributable
to Company Contributions previously made under such tax credit employee stock
ownership plan and allocated to such Participant. PAYSOP Accounts shall be
invested primarily in Company Stock with the balance of the PAYSOP Accounts held
in cash or other assets (including but not limited to cash in interest bearing
savings accounts or certificates of deposit) as reserves for purposes of making
Plan distributions to Participants or Beneficiaries and defraying Plan
administrative expenses.

          17.2. Restrictions on Distributions From PAYSOP Accounts.
                ---------------------------------------------------

                Notwithstanding any provisions of this Plan, except as
provided in Section 8.11 (Commencement of Distributions), no Company Stock
allocated to a Participant's PAYSOP Account may be distributed from such Account
before the end of the eighty-fourth (84th) month beginning after the month in
which the Company Stock is allocated to that Account, except that such Company
Stock may be distributed on an earlier date pursuant to the provisions of this
Plan in the event of:

               (a)  The Participant's death or other Severance;

               (b)  The Participant's transfer to the employment of an acquiring
employer, other than a Times Mirror Employer in the case of:

                    (i)   A sale to such acquiring  employer of substantially
all of the assets used by a Participating Company in a trade or business
conducted by such Participating Company; or


                                       81

<page>


                    (ii)  The sale of  substantially  all of the stock of a
subsidiary of a Participating Company to such acquiring employer.

          17.3. Limited Put Option to Sell Company Stock. Solely in the event
                ----------------------------------------
that a Participant or other Payee receives a distribution from the Plan
attributable to the Participant's PAYSOP Account consisting in whole or in part
of Company Stock that at the time of distribution thereof is not Readily
Tradeable Stock, the distributed Company Stock shall be made subject to a put
option in accordance with the provisions of Section 409(h) of the Code.

          17.4. PAYSOP Account Assets Not Subject to Participating Company
                ----------------------------------------------------------
Withdrawal.
----------
                If any amount of the employee stock ownership tax credit
allowed under former Code Section 44G resulting from Participating Company
Contributions to this Plan is recaptured or redetermined in accordance with the
provisions of the Code, the amounts allocated under the Plan shall remain in
Participants' PAYSOP Accounts and shall continue to be held in accordance with
the Plan.

          17.5. Diversification of Investments.
                ------------------------------

               (a)  Election by Qualified Participant. Each Qualified
                    ---------------------------------
Participant shall be permitted, during the Qualified Election Period, to direct
the Trustees as to the investment of up to a cumulative total of fifty percent
(50%) of the portion of the Participant's PAYSOP Account balance which is
subject to the diversification requirement of this Section 17.5, as determined
under Subsection (b) (Determination of Amount Subject to Diversification
Requirements), within ninety (90) days after the last day of each Plan Year
during the Qualified Election Period.

               (b)  Determination of Amount Subject to Diversification
                    --------------------------------------------------
Requirements. Only the portion of a Participant's Account consisting of Company
------------
Stock acquired by the Plan after December 31, 1986 shall be subject to the
diversification requirement of this Section 17.5. The portion of a Participant's
PAYSOP Account balances attributable to Company Stock acquired by the PAYSOP
after December 31, 1986, shall be determined by multiplying the number of shares
of Company Stock held in such Accounts by a fraction, the numerator of which is
the number of shares acquired by the PAYSOP after December 31, 1986, and
allocated to all Participants' Accounts (not to exceed the number of shares held
by the PAYSOP on the date the individual becomes a Qualified Participant) and
the denominator of which is the total number of shares of Company Stock held by
the PAYSOP at the date the individual becomes a Qualified Participant.

               (c)  Method of Directing Investment. The Participant's direction
                    ------------------------------
shall be made in accordance with the Rules of the Plan and shall be effective no
later than one hundred and eighty (180) days after the close of the Plan Year to
which this Section applies. In the absence of any such direction by the
Participant, such Participant's PAYSOP Account balances shall continue to be
invested in Company Stock under this Plan.

               (d)  Investment Options. In accordance with Treasury Regulations
                    ------------------
promulgated under Code Section 401(a)(28)(B)(ii)(II), the Trustee shall permit a
Qualified Participant to direct the investment of any such Participant's PAYSOP
Account that is covered by the election among any of the Investment Funds made
available under this Plan (other than


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<page>

either Company Stock Fund A or C). Such investment direction may be made only
once in each Plan Year during the Qualified Election Period at such time as the
Committee shall designate.

               (e)  Qualified Participant.  Each Participant who has attained
                    ----------------------
age fifty-five (55) shall be deemed a Qualified Participant for purposes of this
Section 17.5.

               (f)  Qualified Election Period.  The Qualified Election Period
                    --------------------------
for purposes of this Section 17.5 shall mean the six-Plan Year period beginning
with the later of:

                    (i)   The Plan Year in which the Participant first becomes a
Qualified Participant; or

                    (ii)  The first Plan Year beginning after December 31, 1986.

                                 ARTICLE XVIII.

                                  MISCELLANEOUS

          18.1. No Enlargement of Employee Rights.
                ---------------------------------

               (a)  This Plan is strictly a voluntary undertaking on the part of
the Participating Companies and shall not be deemed to constitute a contract
between any Participating Company and any Employee, or to be consideration for,
or an inducement to, or a condition of, the employment of any Employee.

               (b)  Nothing contained in this Plan or the Trust shall be deemed
to give any Employee the right to be retained in the employ of any Participating
Company or to interfere with the right of any Participating Company to discharge
or retire any Employee at any time to the extent permitted by law.

               (c)  No Employee, nor any other person, shall have any right to
or interest in any portion of the Trust Fund other than as specifically provided
in this Plan.

          18.2. Mailing of Payments; Lapsed Benefits.
                ------------------------------------

               (a)  All payments under the Plan shall be delivered in person or
mailed to the last address of the person entitled to such payments under the
Plan furnished pursuant to Section 18.4 (Addresses).

               (b)  The Plan does not require the Committee or its delegate to
search for, or to ascertain the whereabouts of, any Participant or Beneficiary.
At the time the Participant's or Beneficiary's benefit becomes distributable
under Article VIII (Vesting; Payment of Benefits), the Committee shall notify
such individual at such individual's last known address of record furnished to
the Committee under Section 18.4 (Addresses), that such individual is entitled
to a distribution under this Plan. If such individual fails to claim his or her
benefit or make his or her whereabouts known to the Committee within two years
after the mailing of the notice, the person conclusively shall be presumed dead
and upon the termination of such two year period the benefit shall be forfeited;
provided, that if a person entitled to a benefit forfeited pursuant to this


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<page>

Section 18.2(b) makes a claim for such benefit, the benefit shall be reinstated
and paid to the claimant (if necessary, funded by extra contributions by
Participating Companies). The value of the benefit payable to the claimant shall
be equal to the value of the benefit forfeited, and shall be payable in
accordance with the applicable provisions of the Plan.

               (c)  For purposes of this Section 18.2, a person entitled to
benefits shall include any person entitled under Section 8.8 (Designation of
Beneficiary) to receive the interest of a deceased Participant or deceased
designated Beneficiary. The benefits shall be distributed to an eligible
Beneficiary in a lower priority category under Section 8.8 (Designation of
Beneficiary) if no eligible Beneficiary in a higher priority category can be
located by the Committee or its delegate after reasonable efforts have been
made.

          18.3. Conflicting Claims. If the Committee (or its delegate) is
                ------------------
confronted with conflicting claims concerning a Participant's or former
Participant's Accounts, the Committee (or its delegate) may interplead the
claimants in an action at law, or in an arbitration conducted in accordance with
the rules of the American Arbitration Association, as the Committee (or its
delegate) shall elect in its sole discretion, and in either case, the attorneys'
fees, expenses and costs reasonably incurred by the Committee (or its delegate)
in such proceeding shall be paid from such Participant's Accounts.

          18.4. Addresses.  Each Participant shall be responsible for furnishing
                ---------
the Committee or its delegate with such Participant's correct current address
and the correct current name and address of such Participant's Beneficiary or
Beneficiaries.

          18.5. Notices and Communications.
                --------------------------

               (a)  All applications, notices, designations, elections, and
other communications from Participants shall be in writing, on forms prescribed
by the Committee or its delegate and shall be mailed or delivered to the office
designated by the Committee or its delegate, and shall be deemed to have been
given when received by that office.

               (b)  Each notice, report, remittance, statement and other
communication directed to a Participant or Beneficiary shall be in writing and
may be delivered in person or by mail, whether the United States Mail,
electronic mail or any express mail service the Committee or its delegate shall
designate, in its sole discretion. An item shall be deemed to have been
delivered and received by the Payee when it is deposited in the United States
Mail with postage prepaid or deposited with such express mail service with
charges prepaid, addressed to the Payee at such individual's last address of
record with the Committee or its delegate.

          18.6. Reporting and Disclosure. The Plan Administrator shall be
                -------------------------
responsible for the reporting and disclosure of information required to be
reported or disclosed by the Plan Administrator pursuant to ERISA or any other
applicable law.

          18.7. Governing Law. All legal questions pertaining to the Plan shall
                --------------
be determined in accordance with the provisions of ERISA and the Code and the
laws of the State of California. All contributions made hereunder shall be
deemed to have been made in California.


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<page>

          18.8. Interpretation.
                --------------

               (a) Article and Section headings are for convenient reference
only and shall not be deemed to be part of the substance of this instrument or
in any way to enlarge or limit the contents of any Article or Section. Unless
the context clearly indicates otherwise, the masculine gender pronoun shall
include the feminine and vice versa, and the singular voice or case shall
include the plural and vice versa.

               (b)  The provisions of this Plan shall in all cases be
interpreted in a manner that is consistent with this Plan or portions thereof
satisfying:

                    (i)   The requirements of Code Section 401(a) and 409 and
related statutes for qualification as a tax credit employee stock ownership
plan; and

                    (ii)  The requirements of Code Section 401(k) and related
statutes for qualification as a qualified cash or deferred arrangement.

          18.9. Withholding for Taxes. Any payments out of the Trust Fund may be
                ---------------------
subject to withholding for taxes as may be required by any applicable federal or
state law. In addition, the Committee or its delegate or the Trustee, or both,
may, as a condition precedent to the payment of death benefits under Section 8.3
(Distribution Upon Death), require an inheritance tax release and/or such
security as the Committee or its delegate, or the Trustee, or both, may deem
appropriate as protection against possible liability for state or federal death
taxes attributable to such death benefits.

          18.10. Successors and Assigns. This Plan and the Trust established
                 ----------------------
hereunder shall inure to the benefit of, and be binding upon, the parties hereto
and, except as otherwise provided in Article X (Merger of Company; Merger of
Plan), their successors and assigns.

          18.11. Counterparts.  This Plan document may be executed in any number
                 -------------
of identical counterparts, each of which shall be deemed a complete original in
itself and may be introduced in evidence or used for any other purpose without
the production of any other counterparts.


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<PAGE>



                                   SCHEDULE A

                  The definition of "Participating Company" at Section 1.57 of
the Plan includes the following Times Mirror Employers which adopted the Plan
effective as of the dates set forth below:

             The Times Mirror Company                   December 15, 1983

           The Hartford Courant Company                  January 1, 1999




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<PAGE>



                                   SCHEDULE B

                  Assets and liabilities from the following tax-qualified plans
were transferred to the Plan effective as of the dates set forth below:

               Name of Plan                         Effective Date of Merger

      Call-Chronicle Newspapers, Inc.              on or about March 31, 1987
            Stock Savings Trust

        Zenger-Miller, Inc. 401(k)                on or about December 26, 1991
       Profit Sharing Plan and Trust

           Baltimore Sun Company                    on or about March 31,1992
          Savings Investment Plan

          Richard D. Irwin, Inc.                  on or about November 30, 1992
   Employees 401(k) Profit Sharing Plan

    The Dushkin Publishing Group, Inc.            on or about February 29, 1996
      401(k) and Profit Sharing Plan

      Aircraft Performance Unlimited             on or about September 20, 1996
      401(k) and Profit Sharing Plan



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<PAGE>



                                   SCHEDULE C


                Pension, profit sharing or other qualified retirement plans
(other than the Times Mirror Pension Plan or The Times Mirror Company Employee
Stock Ownership Plan) to which a Participating Company is making contributions
on behalf of any Employee who is nevertheless an Eligible Employee under Section
1.35 of this Plan:

                The StayWell Health Management Systems, Inc. Profit Sharing Plan

                The Baltimore Sun Retirement Plan




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