<PAGE>

                                 TRUST AGREEMENT

     THIS TRUST AGREEMENT (the "Trust Agreement") is entered into as of
September 21,1998 by and among Benedek Broadcasting Corporation, a Delaware
corporation ("BBC"), Benedek License Corporation, a Delaware corporation ("BLC")
and Philip A. Jones, as trustee ("Trustee").

                                    RECITALS

     A. BBC owns and operates television stations WIFR (TV), Rockford, Illinois
("WIFR") and WMTV(TV), Madison, Wisconsin (the "Station"). The licenses and
authorizations issued by the Federal Communications Commission (the "FCC") for
WIFR and the Station are owned by BLC, a wholly-owned subsidiary of BBC. Unless
the context otherwise requires, references herein to BBC shall include BBC and
BLC.

     B. BBC has been the licensee of WIFR since 1986. In June 1996, BBC acquired
the Station as part of BBC's acquisition of all of the outstanding stock of
Brissette Broadcasting Corporation. The Communications Act of 1934, as amended,
and the rules, regulations and policies of the FCC (collectively, the
"Communications Act") do not permit BBC to own and operate both the Station and
WIFR. Pursuant to a temporary waiver of such rules by the FCC, BBC has continued
to own both the Station and WIFR since the acquisition of the Station.

     C. BBC intends to enter into an agreement to sell either the Station or
WIFR within no more than six months after the date hereof in order to comply
with the Communications Act. Interim acquisition by the Trustee, for the benefit
of BBC, of the assets of the Station would provide an appropriate mechanism to
facilitate compliance with the laws and regulations of the FCC pending the sale
of the Station or WIFR. Subject to the terms and conditions of this Trust
Agreement, upon a request by BBC to the Trustee to sell the Station Assets (as
defined below), and upon concurrence of the Trustee with such request, the
Trustee shall use his best efforts to complete the sale of the Station Assets
within six months after the date of this Trust Agreement.

     D. The assets of the Station (other than the FCC Licenses) are subject to a
lien and security interest in favor Bankers Trust Company, as agent for lenders
to BBC. In order to assure compliance by BBC with its obligations in respect of
such collateral, such assets must remain subject to such lien. As further
collateral for BBC's lenders, the FCC licenses for the Station must be held by
the Trustee in a limited liability company wholly owned by the Trustee and the
Trustee must pledge the membership interests in such limited liability company
in favor of The Bank of New York, as agent for lenders to BBC.

     Therefore, the parties agree as follows:

                                    AGREEMENT

     1. Creation and Purpose of The WMTV Trust. Subject to the terms and
conditions hereof, a trust in respect of the Station Assets is hereby created
and established, to be known as the "The WMTV Trust," and the Trustee hereby
accepts the trust created hereby and agrees to serve as trustee hereunder. The
WMTV Trust created hereby shall be irrevocable until this Trust is terminated
pursuant to Section 6 hereof.








 <PAGE>
<PAGE>




     2. Assets to be Conveyed; Assumption of Obligations.

          (a) Upon execution of this Trust Agreement and pursuant to prior FCC
consent, BBC shall transfer and convey to Trustee, and Trustee shall acquire
from BBC, all of the assets, real, personal and mixed, tangible and intangible
(including the business of the Station as a going concern), owned or held by BBC
as of the date of this Trust Agreement, and used, useful or necessary in the
conduct of the business and operation of the Station (other than the FCC
Licenses (as herein defined) which shall be transferred to the LLC (as herein
defined)), including, but not limited to, the following:


               (i) all rights in and to the licenses, permits and other
authorizations issued to BBC by any governmental authority and held by BBC and
used or intended for use in the conduct of the business and operation of the
Station (other than the FCC Licenses), and any applications for such licenses,
permits and authorizations, and all other intangible personal property owned by
BBC and associated with or related to the Station or the operation thereof,
including the call letters "WMTV";


               (ii) all land, leaseholds and other interests of every kind and
description in real property, buildings, towers, and antennae, and fixtures and
improvements thereon owned by BBC as of the date hereof and used or held for use
in connection with the business and operation of the Station;

               (iii) all equipment, cameras, transmitters, antennas, office
furniture and fixtures, office materials and supplies, tools, inventory, spare
parts, and other tangible personal property of every kind and description, owned
by it and used or intended for use in the conduct of the business and operation
of the Station;

               (iv) all cash in the Station's operating bank accounts, all
prepaid expenses, advances and deposits with respect to the Station, including
prepaid film and programming expenses and all barter receivables arising in
connection with trade-out agreements;

               (v) all accounts receivable arising out of the operation of the
Station;

               (vi) all leases, contracts, licenses, purchase orders, sales
orders, commitments and other agreements to which BBC is a party with respect to
the Station all orders and agreements for the sale of advertising time on the
Station all of BBC's rights under and interest in all contracts relating to the
conduct of the business of the Station (but excluding any contract or agreement
for the sale of the Station Assets following termination of the Trust created
hereby);

               (vii) all programs and programming materials and elements of
whatever form or nature owned by BBC as of the date of this Agreement and used
or held for use in connection with the business and operations of the Station,
whether recorded on tape or any other substance or intended of live performance,
and whether completed or in production, and all related common-law and statutory
copyrights owned by or licensed to BBC and used solely in connection with the
business and operations of the Station;

               (viii) all rights of BBC, insofar as it pertains to the Station,
in and to trade names, service marks, trademarks, trademark registrations and
trademark applications, copyrights, copyright registrations and copyright
applications, patents and patent applications, inventions, trade secrets,



                                       2






 <PAGE>
<PAGE>



logos, slogans, jingles, proprietary processes, computer software and all other
information, know-how and intellectual property rights and all licenses and
other agreements relating to any of the foregoing all of BBC's right, title and
interest in and to the trademarks, trade names, service marks, franchises,
copyrights, including registrations and applications for registration of any of
them, jingles, logos, slogans, licenses, permits and privileges owned or held by
BBC and used, useful or necessary in the conduct of the business and operation
of the Station;

               (ix) all files, records, books of account, computer programs and
software and logs relating to the operation of the Station, including, without
limitation, payable records, receivable records, invoices, statements, traffic
material, programming information and studies, technical information and
engineering data, news and advertising studies and consultants' reports, ratings
reports, marketing and demographic data, sales correspondence, lists of
advertisers, promotional materials, credit and sales reports, budgets, financial
reports and projections, sales, operating and business plans, filings with the
FCC and original executed copies of all written contracts to be assigned
hereunder; and

               (x) all of BBC's rights under manufacturers' and vendors'
warranties relating to items included in the Station Assets and all similar
rights against third parties relating to items included in the Station Assets to
the extent contractually assignable.

The assets to be transferred to Trustee hereunder are hereinafter collectively
referred to as the "Station Assets."

          (b) The Trustee shall assume and undertake to pay, satisfy or
discharge the liabilities, obligations and commitments of the Station under all
its contracts, agreements and commitments, including without limitation time
sales agreement, programming agreements and employment agreements.

          (c) The Trustee shall retain and hold the Station Assets, and assume
the Station's obligations, only in accordance with, and subject to the terms and
conditions set forth in, this Trust Agreement.

          (d) Anything contained in this Trust Agreement to the contrary
notwithstanding, this Trust Agreement shall not constitute an agreement or an
attempted agreement to transfer or assign any contract, license, lease,
commitment, sales order, purchase order or other agreement, or any claim or
right of any benefit arising thereunder or resulting therefrom if any such
attempted transfer or assignment thereof, without the consent of any other party
thereto, would constitute a breach thereof or in any way affect the rights of
the Trustee thereunder. BBC shall use its reasonable best efforts to obtain the
consent of any party or parties to any such contracts, licenses, leases,
commitments, sales orders, purchase orders or other agreements to the transfer
or assignment thereof by BBC to the Trustee hereunder in all cases in which such
consent is required for transfer or assignment.

          (e) The Trustee acknowledges that the Station Assets (other than the
FCC Licenses) are and shall remain subject to a lien and security interest in
favor Bankers Trust Company, as agent for lenders to BBC. The Trustee shall
cooperate with BBC in assuring compliance by BBC with its obligations in respect
of such collateral, including, if requested by such lenders, by directly
granting or acknowledging such lien and security interest in favor of such
lenders. In addition, pursuant to prior FCC consent, the FCC Licenses shall be
assigned to a limited liability company wholly owned by the Trustee (the "LLC")



                                       3






 <PAGE>
<PAGE>



(with the Trustee holding the sole power to vote the membership interests in
such limited liability company) and the Trustee shall pledge the membership
interests in such limited liability company (subject to ordinary FCC
limitations) to The Bank of New York, as agent for lenders to BBC, pursuant to
such documentation as The Bank of New York may reasonably request. Upon
execution of this Trust Agreement and pursuant to prior FCC consent, BBC shall
transfer and convey to the LLC all rights in and to the licenses, permits and
other authorizations issued to BBC by the FCC (the "FCC Licenses"), and any
applications for such licenses, permits and authorizations.

     3. Management and Other Actions by Trustee.

          (a) During the term of this Trust Agreement, the right to manage and
direct the management of the business of the Station shall be solely vested in
the Trustee, subject to the following:

                    (i)       The Trustee shall conduct the operations of the
                              Station as a television broadcaster serving the
                              Madison, Wisconsin television market in the
                              ordinary course of business consistent with past
                              operations of the Station and the Station's
                              network affiliation agreement. To the extent
                              possible, the Trustee shall maintain the status
                              quo of such operation as currently operating with
                              a view of maximizing the value to be received by
                              BBC consistent with the Trustee's duties as a
                              licensee of the FCC and as fiduciary of BBC. With
                              respect to so conducting the operations and
                              management of the Station, the Trustee shall
                              within four days of the end of each calendar month
                              provide BBC or its designee with such monthly
                              financial reports, prepared in accordance with
                              generally accepted accounting principles and BBC's
                              historical accounting practices, consisting of
                              unaudited balance sheets of the Station and
                              related statements of operations and cash flows
                              for the month and three-month period then ended as
                              shall be necessary for BBC to meet its financial
                              reporting requirements to its accountants,
                              lenders, the Securities and Exchange Commission
                              and any other authorities of competent
                              jurisdiction. The Trustee shall also provide BBC
                              or its designee with monthly budgets and estimates
                              (which shall be prepared consistent with all
                              budgets and estimates previously prepared by BBC),
                              setting forth the Station's monthly expenses,
                              including expenditures for equipment or other
                              capital assets, and operating income anticipated
                              to be incurred or earned monthly during the next
                              upcoming three calendar months as well as on an
                              aggregate basis through the next upcoming 12
                              calendar months. BBC shall not use or attempt to
                              use these financial materials to limit or restrict
                              the Trustee's discretion to operate the Station in
                              the manner described in this subsection;

                    (ii)      to the extent that the Station's operations
                              generate cash accumulations in excess of the
                              Station's actual and projected expenses (not
                              including capital expenditures) as determined by
                              the Trustee in his reasonable discretion ("Excess
                              Cash Flow"), such Excess Cash Flow shall first be
                              applied to repay amounts due to BBC under the line
                              of credit provided for in Section



                                       4






 <PAGE>
<PAGE>



                              3(a)(iii) of this Trust Agreement, and thereafter
                              shall be remitted to BBC from time to time as the
                              Trustee shall determine;

                    (iii)     to the extent that the Trustee determines in his
                              reasonable discretion that management and
                              operation of the Station consistent with past
                              practice or that payment of the charges and other
                              expenses of the operation of the Station (other
                              than for capital expenditures) requires funds in
                              excess of the ordinary cash flow of the Station
                              (as diminished by any prior remittances of Excess
                              Cash Flow), BBC agrees to provide a line of credit
                              to Trustee in the amount of $100,000, repayable
                              from Excess Cash Flow. BBC shall not communicate
                              directly or indirectly with the Trustee about, or
                              participate with the Trustee in making, any
                              decision to draw on the line of credit or as to
                              when or how the funds will be used. The Trustee
                              may draw on the line of credit by written notice
                              to BBC for a specific amount of funds. BBC shall,
                              within 10 days of receipt of such notice, provide
                              such funds to Trustee in the amount requested, up
                              to the limit of the line of credit;

                    (iv)      the Trustee shall make such capital expenditures
                              as the Trustee determines in his reasonable
                              discretion consistent with the existing capital
                              budget for the Station and BBC shall, to the
                              extent the Station requires funds in excess of the
                              ordinary cash flow of the Station for such purpose
                              or for emergency capital expenditures not
                              contemplated by such budget, make such funds
                              available to the Trustee; and

                    (v)       any employee hired by the Trustee who is not
                              employed at the Station as of the effective date
                              of this Trust Agreement shall not be a 1% or
                              greater shareholder, director, officer, or
                              employee of BBC or its affiliates, and may not
                              have any business and familial relationship (as
                              defined in the FCC Policy Statement in MM Docket
                              No. 85-218, FCC 86-67 (March 17, 1986)) with BBC
                              or with any 1% or greater shareholder, director,
                              officer, or employee of BBC or its affiliates.

          (b) The Trustee shall cause any employee hired by him pursuant to
Section 3(a)(iv), and any person previously employed by BBC whom the Trustee
elects to retain, to execute and deliver to the Trustee an agreement, in form
and substance acceptable to the Trustee, pursuant to which such employee agrees
to comply with the rules, regulations and policies of the FCC, including without
limitation all rules, regulations and policies governing communications among
such employee and BBC or its officers, directors, employees, and affiliates,
regarding the Station and its management and operations.

          (c) No person other than the Trustee or managers designated by the
Trustee shall have any authority with respect to the management of the Station
or the Station Assets for so long as this Trust Agreement is in effect. The
Trustee shall have no beneficial interest in the Station Assets.

          (d) Except as expressly provided in this Trust Agreement, the Trustee
shall not: incur any debt or guaranty obligation in favor of any other person;
engage in any business other than as



                                       5






 <PAGE>
<PAGE>



necessary in Trustee's reasonable opinion to meet his fiduciary duties with
respect to the operation of the Station as a broadcast licensee serving the
Madison, Wisconsin market; sell or otherwise transfer, assign or encumber all or
any part of the Station Assets, or enter into any agreement to do so; or enter
into any merger, consolidation, or similar transaction or engage in any
reclassification or similar transaction.

          (e) BBC shall have the right to request the Trustee to sell the
Station Assets to an unaffiliated third party. Within 72 hours of receipt of
such a request from BBC, Trustee shall advise BBC whether he concurs in such a
sale. In the event the Trustee so concurs, the Trustee shall have the authority
to take all actions necessary or appropriate to effectuate the transfer of title
to the Station Assets held by the Trustee pursuant to this Trust Agreement to
(and the assumption of the liabilities, obligations and commitments of the
Station by) an unaffiliated third party. In this regard, Trustee shall enter
into appropriate agreements, submit and fully prosecute appropriate applications
to such governmental authorities as such agreements require, requesting approval
to assign the Station Assets, and, upon satisfaction of all closing conditions
not otherwise waived, transfer the Station Assets to the approved assignee. To
facilitate any sale of the Station Assets to an unaffiliated third party (a
"Sale"), the Trustee may request in writing from BBC such information,
representations and warranties regarding operation of the Station as may be
needed to effectuate such Sale.

          (f) If prior to the execution of this Trust Agreement, BBC has entered
into a binding agreement for a Sale of the Station Assets to a third party, and
BBC so notifies the Trustee in writing and provides the Trustee with a copy of
such binding agreement, then the Trustee, acting for the benefit of BBC, shall
sell such Station Assets as soon as practicable to such third party consistent
with the terms of the binding agreement.

          (g) The Trustee shall have any and all such further powers and shall
take such further actions (including, but not limited to, taking legal action)
as may be necessary to fulfill the Trustee's obligations under this Trust
Agreement.

     4. Concerning the Trustee.

          (a) Subject to the provisions of this Trust Agreement, The WMTV Trust
created hereby and the operations of the Station shall be managed by the
Trustee, who shall comply with the CommuThe Trustee represents that he is
qualified in all respects under all requirements established by the FCC as of
the date of this Trust Agreement in order to accomplish and carry out the
purposes hereof, and shall maintain such qualifications as are required by the
pertinent Rules and Regulations of the FCC as may be in effect from time to time
during the existence of the Trust established by this Trust Agreement. In the
operation and management of the Station, the Trustee (either in person or by
nominee or proxy) shall exercise his best judgment to select suitable personnel
of the Station who are not affiliated with BBC and its affiliates, and shall
otherwise take such part or action in respect of the management of their affairs
as he deems necessary and proper.

          (b) The Trustee shall be entitled to receive compensation for his
services hereunder in accordance with such arrangements as may be agreed to
between the Trustee and BBC for the duration of the WMTV Trust (prorated for any
partial month). The Trustee agrees that in return for such compensation, he will
devote such time to the WMTV Trust as is necessary in the proper exercise of his
fiduciary duties hereunder. Payment of Trustee's monthly compensation shall be
made by BBC on a 



                                       6






 <PAGE>
<PAGE>



monthly basis within 10 days after the commencement of each month.

          (c) The Trustee is expressly authorized to incur and pay, from the
Station Assets held in trust, all reasonable charges and other expenses which
the Trustee deems necessary and proper in the performance of his duties under
this Trust Agreement, including fees and charges for legal counsel of his
choosing and the cost of any necessary secretarial staff and travel expenses.
BBC hereby agrees to reimburse and to indemnify the Trustee against all claims,
costs and defense of claims (including reasonable attorneys' fees and
disbursements), expenses and liability incurred by the Trustee in connection
with the performance of his duties under this Trust Agreement, except those
incurred as a result of the Trustee's gross negligence, intentional wrongful
action or willful misconduct. The obligations of BBC to the Trustee under this
Section 4(c) shall survive the resignation, incapacity to act, death or
insolvency of the Trustee and the termination of this Trust Agreement.

          (d) The Trustee shall be free from liability in acting upon any paper,
document or signature believed by the Trustee to be genuine and to have been
signed by the proper party. The Trustee shall not be liable for any error of
judgment in any act done or omitted, nor for any mistake of fact or law, nor for
anything which the Trustee may do or refrain from doing in good faith. The
Trustee may consult with legal counsel of his own choosing and any action under
this Trust Agreement taken or suffered in good faith by the Trustee and in
accordance with the opinion of the Trustee's counsel (if such opinion shall have
been obtained by Trustee) shall be conclusive on the parties to this Trust
Agreement, and the Trustee shall be fully protected and be subject to no
liability in respect thereto.

          (e) Subject to Section 4(c) hereof, the rights and duties of the
Trustee hereunder shall terminate upon the Trustee's incapacity to act, death or
insolvency, and no interest in any of the Station Assets directly or indirectly
held by the Trustee nor any of the rights and duties of a deceased or insolvent
Trustee may be transferred by will, devise, succession or in any manner except
as provided in this Trust Agreement. The heirs, administrators, executors or
other representatives of an incapacitated, deceased or insolvent Trustee shall,
however, have the right and duty to convey any Station Assets held by the
Trustee to one or more successor Trustee designated by BBC pursuant to Section
4(g) below.

          (f) The Trustee may resign by giving not less than 60 days' advance
written notice of resignation to BBC, provided that a successor Trustee has been
appointed, such appointment has received all necessary approval from the FCC,
and any order granting such approval has become effective. BBC shall cooperate
fully in the prompt appointment of a successor Trustee and shall not
unreasonably interfere with or delay the effectiveness of such resignation.

          (g) In the event of such resignation, incapacity to act, death or
insolvency of the Trustee, he shall be succeeded, subject to such prior approval
of the FCC as may be required, by a successor Trustee chosen by BBC. Any
successor Trustee shall succeed to all of the rights and obligations of the
Trustee replaced hereunder upon execution by such successor Trustee of a
counterpart of this Trust Agreement.

          (h) The Trustee and any successor Trustee designated pursuant to
paragraphs (f) and (g) of this Section 4 shall not be a 1% or greater
shareholder, officer, employee, director, or affiliate of BBC, and may not have
any business or familial relationship (as defined in the FCC Policy Statement in
MM Docket NO. 85-218, FCC 86-67 (March 17, 1986)) with any officer, employee,
director, or 1% or 



                                       7






 <PAGE>
<PAGE>



greater shareholder or affiliate of BBC. Neither the Trustee nor any successor
Trustee will serve as an officer, employee, or director of BBC, its affiliates,
or its successor companies following the assignment specified in Section 3(e) or
Section 3(f).

     5. Certain Services from BBC. At the Trustee's request, BBC shall provide
the Trustee with such payroll, group insurance, accounting and engineering
services as BBC provides for its owned television stations and shall permit
employees of the Station to participate in BBC's 401(k) plan in accordance with
the terms thereof.

     6. Termination of Trust Agreement; Distribution of Proceeds of Sale of
Assets.

          (a) Subject to such FCC approval as may be required, and following the
receipt of such FCC approval, this Trust Agreement and the WMTV Trust created
hereby shall terminate, following consummation of (i) a Sale of the Station
Assets under Section 3(e) or Section 3(f) of this Trust Agreement, (ii) the
divestiture by BBC of its interest in WIFR, or (iii) a change in law or
regulation which permits BBC to own both the Station and WIFR.

          (b) Upon the termination of this Trust Agreement pursuant to Section
6(a)(i) hereof and consistent with the requirements of the FCC, the Trustee
shall deliver to the assignee those Station Assets contemplated by the
assignment transaction that has been approved by the FCC, and shall deliver all
other property held by the Trustee pursuant to this Trust Agreement to BBC or
its designee. In the case of a Sale of all or substantially all of the Station
Assets to an unaffiliated third party pursuant to Section 3(e) or 3(f) of this
Trust Agreement, the Trustee shall receive the money, securities, rights or
property which are distributed or are distributable in respect of the Station
Assets, and, after paying (or reserving for payment thereof) any expenses or
liability incurred pursuant to this Trust Agreement, shall distribute or cause
the distribution of such money, securities, rights or property to BBC or its
designee.

          (c) Upon termination of this Trust Agreement pursuant to Section
6(a)(ii) or (iii) hereof and consistent with the requirements of the FCC, the
Trustee shall deliver the Station Assets and all other property held by the
Trustee pursuant to this Agreement to BBC or its designee.

     7. Communications.

          (a) The Trustee may communicate with and provide reports (including
specifically the financial reports provided for in Section 3(a)(i)) to BBC
concerning the implementation of the WMTV Trust, but not concerning the
management and operations of the Station except as provided in Section 3(a)(i)
above.

          (b) The Trustee may engage in the communications contemplated by
Section 3(e) hereof to facilitate a Sale of the Station Assets to an
unaffiliated third party.

          (c) Neither BBC nor any of its officers, directors, employees,
shareholders or affiliates shall communicate with the Trustee regarding the
operation or management of the Station. BBC may communicate with the Trustee as
provided in Section 3(e) hereof, and concerning the mechanics of implementing
any Sale of the Station Assets. Existing programming broadcast by such Station
may continue in force until their termination, or may be renewed if renewal on
the same terms is automatic upon 



                                       8






 <PAGE>
<PAGE>



notification. Ministerial written communications in connection with existing
contracts and the services referred to in Section 5 may continue.

          (d) Any communications permitted by Section 7(a), 7(b) or 7(c) shall
be evidenced in writing, and shall be retained by the Trustee for inspection
upon request by the FCC.

          (e) All notices and other communications given under this Trust
Agreement shall be deemed to have been duly given when delivered in person or by
overnight express, mailed by first-class, registered or certified mail, postage
prepaid, or transmitted by facsimile and addressed to the parties as follows:

                              (i)            If to BBC:

                                             100 Park Avenue
                                             Rockford, Illinois 61103

                              (ii)           If to the Trustee:

                                             2730 Verona Terrace
                                             Mission Hills, Kansas 66208

or to such other address as either of them by written notice to the others may
from time to time designate. Each notice or other communication which shall be
delivered, mailed or transmitted in the manner described above shall be deemed
sufficiently received for all purposes at such time as it is delivered to the
addressee (with any return receipt or deliver receipt being deemed conclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation, but in the case of a facsimile, only if a hard copy
is also sent by overnight courier.

     8. Miscellaneous.

          (a) This Trust Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or other written agreements, commitments or understandings with
respect to the matters provided for herein. This Trust Agreement shall not be
amended, altered or modified except by an instrument in writing duly executed by
each of the parties hereto. Any material change in this Trust Agreement may be
made only if approved by the FCC. A copy of any material change shall be filed
by the Trustee with the FCC within ten days following the execution thereof,
with copies to the appropriate divisions and bureaus of the FCC.

          (b) This Trust Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and
permitted assigns. Subject to Section 4(g) hereof, this Trust Agreement shall
not be assignable by the Trustee.

          (c) If any part of any provision of this Trust Agreement or any other
agreement, document or writing giving pursuant to or in connection with this
Trust Agreement shall be invalid or unenforceable under applicable law, said
part shall be ineffective to the extent of such invalidity only, without in any
way affecting the remaining part of said provision or the remaining provisions
of this Trust



                                       9






 <PAGE>
<PAGE>



Agreement.

          (d) The headings of the sections of this Trust Agreement are inserted
for convenience of reference only and do not form a part or affect the meaning
thereof.

          (e) This Trust Agreement, the rights and obligations of the parties
hereto, any claims and disputes relating thereto, shall be governed by and
construed in accordance with the laws of the State of Wisconsin applicable to
contracts made and to be performed entirely with such state.

          (f) This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.




                                       10






 <PAGE>
<PAGE>




     IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
or caused this Trust Agreement to be duly executed on their behalf as of the
date and year first herein above set forth.

                              BENEDEK BROADCASTING CORPORATION

                              By:      /s/ K. James Yager
                                       ---------------------------
                              Title:   President
                                       ---------------------------


                              BENEDEK LICENSE CORPORATION

                              By:      /s/ K. James Yager
                                       ---------------------------
                              Title    President
                                       ---------------------------

                              PHILIP A. JONES, AS TRUSTEE

                              /s/ Philip A. Jones
                              ---------------------------
                              Philip A. Jones


<PAGE>