10-12B

As filed with the Securities and Exchange Commission on March 26, 2008

Registration No. [      ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact Name of Registrant as Specified in its Charter)

OHIO
(State or Other Jurisdiction of Incorporation or Organization) 61-1551890
(I.R.S. Employer Identification No.)

312 Walnut Street
Cincinnati, Ohio 45202
(513) 977-3000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which
to be so Registered	Each Class is to be Registered
Class A Common Shares, par value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

This Registration Statement has been prepared on a prospective basis on the assumption that, among other things, the spin-off (as described in the Information Statement which is a part of this Registration Statement) and the related transactions contemplated to occur prior to or contemporaneously with the spin-off will be consummated as contemplated by the Information Statement. There can be no assurance, however, that any or all of such transactions will occur or will occur as so contemplated. Any significant modifications to or variations in the transactions contemplated will be reflected in an amendment or supplement to this Registration Statement.

INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

This registration statement on Form 10 (the “Form 10”) incorporates by reference information contained in the information statement filed as Exhibit 99.1 hereto (the “information statement”). The cross-reference table below identifies where the items required by Form 10 can be found in the information statement.

Item
No.		Item Caption	Location in Information Statement
	1.	Business	“Summary;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Business”
	1A.	Risk Factors	“Risk Factors”
	2.	Financial Information	“Summary — Summary Historical and Pro Forma Combined Financial Data;” “Capitalization;” “Unaudited Pro Forma Condensed Combined Financial Data;” “Selected Combined Financial Data;” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
	3.	Properties	“Business — Properties and Facilities”
	4.	Security Ownership of Certain Beneficial Owners and Management	“Security Ownership of Certain Beneficial Owners and Management”
	5.	Directors and Executive Officers	“Management”
	6.	Executive Compensation	“Management” and “Executive Compensation”
	7.	Certain Relationships and Related Transactions	“Management” and “Our Relationship with E. W. Scripps Following the Spin-Off”
	8.	Legal Proceedings	“Management’s Discussion and Analysis of Financial Condition and Results of Operations”
	9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters	“Summary;” “Risk Factors;” “The Separation;” “Dividend Policy;” “Capitalization;” “Security Ownership of Certain Beneficial Owners and Management;” and “Description of Our Capital Stock”
	10.	Recent Sales of Unregistered Securities	“Description of Our Capital Stock”
	11.	Description of Registrant’s Securities to be Registered	“Description of Our Capital Stock”
	12.	Indemnification of Directors and Officers	“Our Relationship with E. W. Scripps Following the Spin-Off” and “Indemnification and Limitation of Liability of Directors and Officers”
	13.	Financial Statements and Supplementary Data	“Summary — Summary Historical and Pro Forma Combined Financial Data;” “Unaudited Pro Forma Condensed Combined Financial Data;” “Selected Combined Financial Data;” “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and “Index to Combined Financial Statements” including the Combined Financial Statements
	14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None

ITEM 15.   Financial Statements and Exhibits

(a) List of Financial Statements and Supplemental Schedule

The financial statement information required by this item is contained under the section “Index to Combined Financial Statements” beginning on page F-1 of the information statement. That section is incorporated herein by reference.

The supplemental schedule is contained under the section “Index to Combined Financial Statements Schedules” beginning on page S-1 of the information statement. That section is incorporated herein by reference.

(b) Exhibits.  The following documents are filed as exhibits hereto:

Exhibit
Number			Exhibit Description
	2	.1	Form of Separation and Distribution Agreement between The E. W. Scripps Company and Scripps Networks Interactive, Inc.
	3	.1	Form of Amended and Restated Articles of Incorporation of Scripps Networks Interactive, Inc.
	3	.2	Form of Amended and Restated Code of Regulations of Scripps Networks Interactive, Inc.
	4	.1	Specimen Certificate of Class A Common Shares of Scripps Networks Interactive, Inc.
	10	.1	Form of Transition Services Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.2	Form of Tax Allocation Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.3	Form of Employee Matters Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.4	2008 Long-Term Incentive Plan
	10	.5	Form of Nonqualified Stock Option Agreement (Officers)
	10	.6	Form of Performance-Based Restricted Share Award Agreement
	10	.7	Form of Restricted Share Award Agreement
	10	.8	Form of Nonqualified Stock Option Agreement (Directors)
	10	.9	Executive Annual Incentive Plan
	10	.10	Executive Deferred Compensation Plan
	10	.11	2008 Deferred Compensation and Stock Plan for Directors
	10	.12	Executive Change in Control Plan
	10	.13	Form of Employment Agreement for Kenneth W. Lowe*
	10	.14	Form of Employment Agreement for Joseph G. NeCastro*
	10	.15	Form of Employment Agreement for Anatolio B. Cruz III*
	10	.16	Form of Employment Agreement for Mark S. Hale*
	10	.17	Form of Employment Agreement for Lori A. Hickok*
	10	.18	Form of Employment Agreement for John F. Lansing*
	10	.19	Form of Employment Agreement for Jennifer L. Weber*
	10	.20	Supplemental Executive Retirement Plan
	10	.21	Form of Employee Stock Purchase Plan
	14		Code of Ethics for CEO and Senior Financial Officers
	21	.1	Subsidiaries of Scripps Networks, LLC
	99	.1	Information Statement of Scripps Networks Interactive, Inc., subject to completion, dated March 26, 2008

* To be filed by amendment

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

SCRIPPS NETWORKS INTERACTIVE, INC.

By:  /s/  Kenneth W. Lowe

Kenneth W. Lowe

Chairman, President and Chief Executive Officer

Dated: March 26, 2008

EXHIBIT INDEX

Exhibit
Number			Exhibit Description
	2	.1	Form of Separation and Distribution Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company.
	3	.1	Form of Amended and Restated Articles of Incorporation of Scripps Networks Interactive, Inc.
	3	.2	Form of Amended and Restated Code of Regulations of Scripps Networks Interactive, Inc.
	4	.1	Specimen certificate of Class A Common Shares of Scripps Networks Interactive, Inc.
	10	.1	Form of Transition Services Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.2	Form of Tax Allocation Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.3	Form of Employee Matters Agreement between Scripps Networks Interactive, Inc. and The E. W. Scripps Company
	10	.4	2008 Long-Term Incentive Plan
	10	.5	Form of Nonqualified Stock Option Agreement (Officers)
	10	.6	Form of Performance-Based Restricted Share Award Agreement
	10	.7	Form of Restricted Share Award Agreement
	10	.8	Form of Nonqualified Stock Option Agreement (Directors)
	10	.9	Executive Annual Incentive Plan
	10	.10	Executive Deferred Compensation Plan
	10	.11	2008 Deferred Compensation and Stock Plan for Directors
	10	.12	Executive Change in Control Plan
	10	.13	Form of Employment Agreement for Kenneth W. Lowe*
	10	.14	Form of Employment Agreement for Joseph G. NeCastro*
	10	.15	Form of Employment Agreement for Anatolio B. Cruz III*
	10	.16	Form of Employment Agreement for Mark S. Hale*
	10	.17	Form of Employment Agreement for Lori A. Hickok*
	10	.18	Form of Employment Agreement for John F. Lansing*
	10	.19	Form of Employee Agreement for Jennifer L. Weber*
	10	.20	Supplemental Executive Retirement Plan
	10	.21	Form of Employee Stock Purchase Plan
	14		Code of Ethics for CEO and Senior Financial Officers
	21	.1	Subsidiaries of Scripps Networks, LLC
	99	.1	Information Statement of Scripps Networks Interactive, Inc., subject to completion, dated March 26, 2008

* To be filed by amendment

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

THE E. W. SCRIPPS COMPANY

and

SCRIPPS NETWORKS INTERACTIVE, INC.

Dated as of _________, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
	SECTION 1.01. Definitions		2
	SECTION 1.02. General Interpretive Principles		11
ARTICLE II PRE-DISTRIBUTION TRANSACTIONS			12
	SECTION 2.01. Contribution to SNI by SHBC		12
	SECTION 2.02. Distribution to EWS by SHBC		12
	SECTION 2.03. Contribution to SNI by EWS; Distribution to EWS by SNI; Assumption by SNI		12
	SECTION 2.04. Conditions Precedent to Consummation of Pre-Distribution Transactions		12
ARTICLE III THE DISTRIBUTION			13
	SECTION 3.01. Actions Prior to the Distribution		13
	SECTION 3.02. The Distribution		14
	SECTION 3.03. Conditions to Distribution		15
ARTICLE IV SURVIVAL AND INDEMNIFICATION			16
	SECTION 4.01. Survival of Agreements		16
	SECTION 4.02. Indemnification by SNI		17
	SECTION 4.03. Indemnification by EWS		17
	SECTION 4.04. Insurance		18
	SECTION 4.05. Procedures for Indemnification of Third-Party Claims		18
	SECTION 4.06. Additional Matters		20
	SECTION 4.07. Contribution		21
	SECTION 4.08. Survival of Indemnities		21
	SECTION 4.09. Remedies Cumulative		21
	SECTION 4.10. Ancillary Agreements		21
ARTICLE V CERTAIN COVENANTS			21
	SECTION 5.01. Effect of the Separation		21
	SECTION 5.02. Governmental Consents		25
	SECTION 5.03. Additional Consents		25
	SECTION 5.04. Further Assurances		25
	SECTION 5.05. Certain Business Matters		26
	SECTION 5.06. Settlement of Certain Insurance Claims		27
	SECTION 5.07. Directors and Officers and Fiduciary Liability Policies		27
	SECTION 5.08. Contribution in Respect of Dissenters’ Rights Claims		27

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TABLE OF CONTENTS
(continued)

		Page
ARTICLE VI CONTINGENT RECOVERIES AND CONTINGENT LOSSES			27
	SECTION 6.01. Contingent Recoveries		27
	SECTION 6.02. Exclusive Contingent Losses		28
	SECTION 6.03. Shared Contingent Losses		28
	SECTION 6.04. Payments		29
	SECTION 6.05. Procedures to Determine Status of Contingent Loss or Contingent Recovery		29
	SECTION 6.06. Certain Case Allocation Matters		30
	SECTION 6.07. Survival		30
ARTICLE VII ACCESS TO INFORMATION			30
	SECTION 7.01. Agreement for Exchange of Information		30
	SECTION 7.02. Ownership of Information		31
	SECTION 7.03. Compensation for Providing Information		31
	SECTION 7.04. Record Retention		31
	SECTION 7.05. Limitation of Liability		31
	SECTION 7.06. Other Agreements Providing for Exchange of Information		32
	SECTION 7.07. Production of Witnesses; Records; Cooperation		32
	SECTION 7.08. Confidentiality		33
ARTICLE VIII NO REPRESENTATION OR WARRANTY			34
	SECTION 8.01. No Representations or Warranties		34
ARTICLE IX TERMINATION			35
	SECTION 9.01. Termination		35
	SECTION 9.02. Effect of Termination		35
ARTICLE X MISCELLANEOUS			35
	SECTION 10.01. Complete Agreement; Representations		35
	SECTION 10.02. Costs and Expenses		35
	SECTION 10.03. Governing Law		36
	SECTION 10.04. Notices		36
	SECTION 10.05. Amendment, Modification or Waiver		37
	SECTION 10.06. No Assignment; Binding Effect; No Third-Party Beneficiaries		37
	SECTION 10.07. Counterparts		37
	SECTION 10.08. Disputes		37
	SECTION 10.09. Specific Performance		38
	SECTION 10.10. Ohio Forum		38

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TABLE OF CONTENTS
(continued)

	Page
SECTION 10.11. Interpretation; Conflict With Ancillary Agreements		39
SECTION 10.12. Severability		39

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Exhibits

Amended and Restated Articles of Incorporation of SNI	Exhibit A
Amended and Restated Code of Regulations of SNI	Exhibit B
Form of Employee Matters Agreement	Exhibit C
Form of Retransmission Agreement	Exhibit D
Form of Software License Agreement	Exhibit E
Form of Tax Allocation Agreement	Exhibit F
Form of Transition Services Agreement	Exhibit G
Form of Trademark License Agreement	Exhibit H

Schedules

EWS Subsidiaries	Schedule 1.01(a)
Exclusive EWS Contingent Loss	Schedule 1.01(b)
Exclusive EWS Contingent Recovery	Schedule 1.01(c)
Exclusive SNI Contingent Loss	Schedule 1.01(d)
Exclusive SNI Contingent Recovery	Schedule 1.01(e)
Shared Contingent Loss	Schedule 1.01(f)
Shared Contingent Recovery	Schedule 1.01(g)
SNI Subsidiaries	Schedule 1.01(h)
SNI Cash Distribution to EWS	Schedule 2.03(b)
SNI Statements in Proxy Statement	Schedule 4.02(d)
EWS Statements in SNI Information Statement	Schedule 4.03(e)
EWS Assigned Agreements	Schedule 5.01(c)(i)
SNI Assigned Agreements	Schedule 5.01(c)(ii)
Surviving EWS Group and SNI Group Agreements	Schedule 5.01(d)
Mixed Contracts	Schedule 5.01(f)
Actions for Contingent Claim Committee	Schedule 6.05(b)

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SEPARATION AND DISTRIBUTION AGREEMENT

     THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of                                         , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

RECITALS

     WHEREAS, the Board of Directors of EWS has determined that it is in the best interests of EWS to separate the SNI Business and the EWS Business into two independent public companies (the “Separation”), on the terms and subject to the conditions set forth in this Agreement, in order to separate businesses with differing strategic directions, eliminate existing constraints regarding capital allocation, concentrate management focus, allow more tailored management incentives, and accommodate differing shareholder bases;

     WHEREAS, to effect the Separation, EWS intends to consummate, and cause to be consummated, the Pre-Distribution Transactions;

     WHEREAS, to further effect the Separation, the Parties intend that SNI shall own, hold and possess all SNI Assets and EWS shall own, hold and possess all EWS Assets;

     WHEREAS, to further effect the Separation, SNI intends that the applicable members of the SNI Group will indemnify the EWS Group with respect to all SNI Liabilities and EWS intends that the applicable members of the EWS Group will indemnify the SNI Group with respect to all EWS Liabilities;

     WHEREAS, to further effect the Separation, EWS intends, on the terms and subject to the conditions set forth in this Agreement, to distribute on a pro rata basis to the holders of the issued and outstanding Class A Common Shares, par value $0.01 per share, of EWS (the “EWS Class A Common Shares”) and Common Voting Shares, par value $0.01 per share, of EWS (the “EWS Common Voting Shares” and, together with the EWS Class A Common Shares, the “EWS Common Shares”), all of the issued and outstanding Class A Common Shares, par value $0.01 per share, of SNI (the “SNI Class A Common Shares”) and Common Voting Shares, par value $0.01 per share, of SNI (the “SNI Common Voting Shares” and, together with the SNI Class A Common Shares, the “SNI Common Shares”) beneficially owned by EWS (the “Distribution”);

     WHEREAS, it is the intention of the Parties that, for United States federal income tax purposes, the Separation, including each of the Pre-Distribution Transactions and the Distribution, shall qualify as transactions that are generally tax-free within the meaning of Section 355 (and other related provisions) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, the Board of Directors of EWS has (i) determined that the Separation transactions contemplated by this Agreement, including the Pre-Distribution Transactions and the Distribution, and the Ancillary Agreements are in furtherance of and consistent with its business strategy and are in the best interests of EWS and (ii) approved this Agreement and each of the Ancillary Agreements; and

     WHEREAS, the Parties have mutually determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation, including the Pre-Distribution Transactions and the Distribution, and certain other agreements that will govern certain matters relating to

the Separation transactions and the relationship of EWS and SNI and their respective Group members following the Separation.

     NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation.

     “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

     “Agreement” has the meaning assigned to such term in the Preamble hereto.

     “Amended and Restated Articles of Incorporation” means the Amended and Restated Articles of Incorporation of SNI substantially in the form of Exhibit A hereto, with such changes as may be agreed to by the Parties.

     “Amended and Restated Code of Regulations” means the Amended and Restated Code of Regulations of SNI substantially in the form of Exhibit B hereto, with such changes as may be agreed to by the Parties.

     “Ancillary Agreements” means the Employee Matters Agreement, the Trademark License Agreement, the Transition Services Agreement, the Tax Allocation Agreement, the Software License Agreement and the Retransmission Agreement.

     “Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

     “Balance Sheet” means the unaudited interim consolidated balance sheet of EWS and its Subsidiaries, including notes thereto, as of March 31, 2008.

     “Business” means the SNI Business or the EWS Business, as the context requires.

     “Code” has the meaning assigned to such term in the Recitals hereto.

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     “Consents” means any consents, waivers, notices, reports or other filings to be made, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any Governmental Authority.

     “Contingent Claim Committee” has the meaning assigned to such term in Section 6.05(a).

     “Contingent Loss” means any Liability, other than Liabilities governed by the Tax Allocation Agreement or the Employee Matters Agreement, of EWS, SNI, or any of their respective Affiliates, whenever arising, to any Person unless that Person has been released or the Liability to that Person is intended to be released under Article IV, if and to the extent that:

     (i) such Liability was actionable as of the Effective Time (based on then existing Law); and

     (ii) the existence or scope of the obligation of EWS, SNI, or any of their respective Affiliates as of the Effective Time with respect to such Liability was not acknowledged, fixed or determined due to a dispute or other uncertainty as of the Effective Time or as a result of the failure of such Liability to have been discovered or asserted as of the Effective Time (it being understood that the existence of any Action pending, threatened or contemplated or other reserve for accounting purposes as of the Effective Time with respect to any Liability shall not be sufficient for such Liability to be considered acknowledged, fixed or determined).

     For purposes of this definition of “Contingent Loss,” “actionable” shall mean that all of the elements necessary for the assertion of a claim with respect to such matter shall have occurred on or prior to the Effective Time, such that the claim, had it been asserted in an Action on or prior to the Effective Time, would not be dismissed by a court for lack of ripeness or similar grounds.

     The Parties agree that no Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any Contract existing as of the Effective Time shall be deemed to be a Contingent Loss.

     Notwithstanding the foregoing, no reversal of any litigation or other accrual for accounting purposes shall be deemed to be a Contingent Loss.

     “Contingent Recovery” means any claim or other right, other than claims or rights governed by the Tax Allocation Agreement or the Employee Matters Agreement, of EWS, SNI or any of their respective Affiliates, whenever arising, against any Person other than a Person released or intended to be released from a claim or other right under Article IV and to the extent that:

     (i) such claim or other right was actionable as of the Effective Time (based on then existing Law); and

     (ii) the existence or scope of the obligation of such other Person as of the Effective Time with respect to such claim or other right was not acknowledged, fixed or determined due to a dispute or other uncertainty as of the Effective Time or as a result of the failure of such claim or other right to have been discovered or asserted as of the Effective Time (it being understood that the existence of any pending, threatened or contemplated Action (or any contingent Asset reflected in the consolidated financial statements in accordance with generally accepted accounting principles as applied in the U.S.) as of the Effective Time with respect to any claim or other right shall not be sufficient for such claim or other right to be considered acknowledged, fixed or determined).

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     For purposes of this definition of “Contingent Recovery,” “actionable” shall mean that all of the elements necessary for the assertion of a claim with respect to such matter shall have occurred on or prior to the Effective Time, such that the claim, had it been asserted in an Action on or prior to the Effective Time, would not be dismissed by a court for lack of ripeness or similar grounds.

     The Parties agree that no claim or other right relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any Contract existing as of the Effective Time shall be deemed to be a Contingent Recovery.

     Notwithstanding the foregoing, no reversal of any litigation or other reserve for accounting purposes shall be deemed to be a Contingent Recovery.

     “Contract” means any agreement, license, contract, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking (whether written or oral and whether express or implied).

     “Copyrights” has the meaning assigned to such term in the definition of Intellectual Property.

     “Delayed Transfer Asset or Liability” has the meaning assigned to such term in Section 5.01(b).

     “Determination Request” means a written request made to the Contingent Claim Committee, pursuant to Section 6.05(b), for a determination as to whether a Third Party Claim specified in such request constitutes a Shared Contingent Loss.

     “Distribution” has the meaning assigned to such term in the Recitals hereto.

     “Distribution Agent” means BNY Mellon Shareowner Services.

     “Distribution Agent Agreement” has the meaning assigned to such term in Section 3.01(b).

     “Distribution Date” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of EWS in its sole and absolute discretion.

     “Effective Time” means the time at which the Distribution occurs on the Distribution Date.

     “Employee Matters Agreement” means the employee matters agreement to be entered into by and between EWS and SNI, substantially in the form of Exhibit C hereto, with such changes as may be agreed to by the Parties.

     “EWS” has the meaning assigned to such term in the Preamble hereto.

     “EWS Assets” means all of the Assets used or held for use in the conduct and operation of the EWS Business, without duplication:

     (i) all outstanding shares of all classes of capital stock or other equity interests of any Person owned (either of record or beneficially) by any member of the EWS Group, as of the Effective Time;

     (ii) all Assets included on the Balance Sheet to the extent such Assets would have been included as Assets on a consolidated balance sheet of the EWS Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Assets included on the Balance Sheet;

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     (iii) all other Assets that are of a nature or type that would have resulted in such Assets being included as Assets on a consolidated balance sheet of the EWS Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Assets included on the Balance Sheet;

     (iv) all Assets assigned, conveyed, licensed or transferred to any member of the EWS Group pursuant to this Agreement or the Ancillary Agreements;

     (v) any Exclusive EWS Contingent Recovery or any Shared EWS Percentage of a Shared Contingent Recovery;

     (vi) all right, title and interest of any member of the EWS Group in any Mixed Contracts and any Mixed Accounts;

     (vii) all Delayed Transfer Assets of any member of the EWS Group; and

     (viii) all other Assets held by any member of the EWS Group which are not Delayed Transfer Assets of any member of the SNI Group.

     “EWS Business” means all businesses and operations conducted by the EWS Group from time to time, whether prior to, at or after the Effective Time, other than the SNI Business.

     “EWS Class A Common Shares” has the meaning assigned to such term in the Recitals hereto.

     “EWS Common Shares” has the meaning assigned to such term in the Recitals hereto.

     “EWS Common Voting Shares” has the meaning assigned to such term in the Recitals hereto.

     “EWS Group” means, as of the Effective Time, EWS and each of its Subsidiaries, including those Subsidiaries set forth on Schedule 1.01(a), and any corporation or entity that may become part of such Group from time to time thereafter. The EWS Group shall not include any member of the SNI Group.

     “EWS Indemnified Parties” has the meaning assigned to such term in Section 4.02.

     “EWS Liabilities” means, without duplication:

     (i) all outstanding Liabilities included on the Balance Sheet, to the extent such Liabilities would have been included as Liabilities on a consolidated balance sheet of the EWS Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Liabilities included on the Balance Sheet;

     (ii) all other Liabilities that are of a nature or type that would have resulted in such Liabilities being included as Liabilities on a consolidated balance sheet of the EWS Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Liabilities included on the Balance Sheet;

     (iii) all Liabilities assumed by any member of the EWS Group pursuant to this Agreement or the Ancillary Agreements;

     (iv) any Exclusive EWS Contingent Loss or any Shared EWS Percentage of a Shared Contingent Loss;

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     (v) all Delayed Transfer Liabilities of any member of the EWS Group;

     (vi) all Liabilities of any member of the EWS Group which are not Delayed Transfer Liabilities of any member of the SNI Group; and

     (vii) all Liabilities to the extent relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time, in each case to the extent such Liabilities relate to, arise out of or result from any EWS Asset or the EWS Business.

     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

     “Exclusive EWS Contingent Loss” means any Contingent Loss if such Contingent Loss exclusively relates to the EWS Business, including the matters listed or described on Schedule 1.01(b), or if such Contingent Loss is expressly assigned to EWS pursuant to this Agreement or any Ancillary Agreement.

     “Exclusive EWS Contingent Recovery” means any Contingent Recovery if such Contingent Recovery exclusively relates to the EWS Business, including the matters listed or described on Schedule 1.01(c), or if such Contingent Recovery is expressly assigned to EWS pursuant to this Agreement or any Ancillary Agreement.

     “Exclusive SNI Contingent Loss” means any Contingent Loss if such Contingent Loss exclusively relates to the SNI Business, including the matters listed or described on Schedule 1.01(d), or if such Contingent Loss is expressly assigned to SNI pursuant to this Agreement or any Ancillary Agreement.

     “Exclusive SNI Contingent Recovery” means any Contingent Recovery if such Contingent Recovery exclusively relates to the SNI Business, including the matters listed or described on Schedule 1.01(e), or if such Contingent Recovery is expressly assigned to SNI pursuant to this Agreement or any Ancillary Agreement.

     “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE.

     “Group” means the EWS Group or the SNI Group, as the context requires.

     “Indemnified Party” has the meaning assigned to such term in Section 4.03.

     “Indemnifying Party” means SNI, for any indemnification obligation arising under Section 4.02, and EWS, for any indemnification obligation arising under Section 4.03.

     “Information” means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys, memos

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and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other technical, financial, legal, employee or business information or data.

     “Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, trade names and the goodwill associated with the foregoing (collectively, “Trademarks”); (ii) patents and patent applications and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights (collectively, “Patents”); (iii) inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) writings and other works of authorship (“Copyrights”); (v) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information and rights to limit the use or disclosure thereof by any Person (collectively, “Trade Secrets”); (vi) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation (collectively, “Software”); (vii) domain names and uniform resource locators; (viii) moral rights; (ix) privacy and publicity rights; (x) advertising and promotional materials, whether or not copyrightable; and (xi) claims, causes of action and defenses relating to the enforcement of any of the foregoing; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any Governmental Authority in any jurisdiction.

     “Inter-Group Indebtedness” means, as of the Effective Time, any intercompany receivables, payables, accounts, advances, loans, guarantees, commitments and indebtedness for borrowed funds between a member of the EWS Group and a member of the SNI Group; provided, that “Inter-Group Indebtedness” shall not include any contingent Liabilities and accounts payable of the foregoing that may arise or become fixed after the Effective Time pursuant to this Agreement, the Ancillary Agreements or any other agreements between any member of the EWS Group and any member of the SNI Group.

     “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

     “Liabilities” means all debts, liabilities, obligations, responsibilities, response actions, Losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, on-or off-balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, or other pronouncements of Governmental Authorities constituting an Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third party administrators and costs related thereto or to the investigation or defense thereof.

     “Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.

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     “Mixed Account” has the meaning assigned to such term in Section 5.01(f)(ii).

     “Mixed Contract” has the meaning assigned to such term in Section 5.01(f)(i).

     “NYSE” means the New York Stock Exchange, Inc.

     “Parties” has the meaning assigned to such term in the Preamble hereto.

     “Patents” has the meaning assigned to such term in the definition of Intellectual Property.

     “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

     “Pre-Distribution Transactions” has the meaning assigned to such term in Section 2.04.

     “Proxy Statement” means the definitive proxy statement sent to holders of EWS Common Voting Shares soliciting their vote on the Separation and to the holders of EWS Common Shares with respect to dissenter’s rights, which shall include a copy of the SNI Information Statement and a definitive information statement of EWS.

     “Record Date” means the date to be determined by the Board of Directors of EWS as the record date for determining shareholders of EWS entitled to receive SNI Common Shares pursuant to the Distribution.

     “Registration Statement” means the Registration Statement on Form 10 of SNI as declared effective by the SEC relating to the registration under the Exchange Act of SNI Class A Common Shares, including any post-effective amendments thereto and all exhibits (including the SNI Information Statement) and other documents incorporated therein by reference.

     “Related Claims” means a claim or claims against an EWS insurance policy made by each of EWS or its insured parties, on the one hand, and SNI or its insured parties, on the other hand, or a claimant who is a Third Party filed in connection with Losses suffered by each of EWS or its insured parties and SNI or its insured parties arising out of the same underlying transaction, transactions, event or events.

     “Retransmission Agreement” means the retransmission agreement to be entered into by and among Scripps Howard Broadcasting Company, Channel 7 of Detroit, Inc., Tampa Bay Television, Inc., Scripps Networks, LLC, Television Food Network, G.P., Fine Living Network, LLC and Great American Country, Inc., substantially in the form of Exhibit D hereto, with such changes as may be agreed to by the Parties.

     “SEC” means the United States Securities and Exchange Commission.

     “Separated Employee” has the meaning assigned to such term in Section 5.01(g).

     “Separation” has the meaning assigned to such term in the Recitals hereto.

     “Shared Contingent Loss” means, without duplication, any Contingent Loss that is not an Exclusive EWS Contingent Loss or an Exclusive SNI Contingent Loss and shared between the Groups, including the matters listed or described on Schedule 1.01(f).

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     “Shared Contingent Recovery” means, without duplication, any Contingent Recovery that is not an Exclusive EWS Contingent Recovery or an Exclusive SNI Contingent Recovery and shared between the Groups, including the matters listed or described on Schedule 1.01(g).

     “Shared EWS Percentage” means the proportion of the Shared Contingent Recovery or the Shared Contingent Loss, as applicable, that relates to the EWS Business.

     “Shared Percentage” means the Shared EWS Percentage or the Shared SNI Percentage, as the case may be.

     “Shared SNI Percentage” means the proportion of the Shared Contingent Recovery or the Shared Contingent Loss, as applicable, that relates to the SNI Business.

     “SHBC” means Scripps Howard Broadcasting Company, an Ohio corporation.

     “SNI” has the meaning assigned to such term in the Preamble hereto.

     “SNI Assets” means all of the Assets used or held for use in the conduct and operation of the SNI Business, without duplication:

     (i) all outstanding shares of all classes of capital stock or other equity interests of any Person owned (either of record or beneficially) by any member of the SNI Group, as of the Effective Time;

     (ii) all Assets included on the Balance Sheet to the extent such Assets would have been included as Assets on a consolidated balance sheet of the SNI Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Assets included on the Balance Sheet;

     (iii) all other Assets that are of a nature or type that would have resulted in such Assets being included as Assets on a consolidated balance sheet of the SNI Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Assets included on the Balance Sheet;

     (iv) all Assets contributed to SNI in connection with the Pre-Distribution Transactions;

     (v) all Assets assigned, conveyed, licensed or transferred to any member of the SNI Group pursuant to this Agreement or the Ancillary Agreements;

     (vi) all right, title and interest of any member of the SNI Group in any Mixed Contracts and any Mixed Accounts;

     (vii) any Exclusive SNI Contingent Recovery or any Shared SNI Percentage of a Shared Contingent Recovery;

     (viii) all claims of any member of the SNI Group against insurance policies of EWS as set forth in Section 5.06;

     (ix) all Delayed Transfer Assets of any member of the SNI Group; and

     (x) all other Assets held by any member of the SNI Group which are not Delayed Transfer Assets of any member of the EWS Group.

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     “SNI Business” means all businesses and operations conducted by the SNI Group from time to time, whether prior to, at or after the Effective Time, including the businesses and operations conducted by the SNI Group as more fully described in the SNI Information Statement and excluding the EWS Business.

     “SNI Class A Common Shares” has the meaning assigned to such term in the Recitals hereto.

     “SNI Common Shares” has the meaning assigned to such term in the Recitals hereto.

     “SNI Common Voting Shares” has the meaning assigned to such term in the Recitals hereto.

     “SNI Group” means, as of the Effective Time, SNI and each of its Subsidiaries, including those Subsidiaries set forth on Schedule 1.01(h), and any corporation or entity that may become part of such Group from time to time thereafter. The SNI Group shall not include any member of the EWS Group.

     “SNI Indemnified Parties” has the meaning assigned to such term in Section 4.03.

     “SNI Information Statement” means the definitive information statement distributed to holders of EWS Common Shares in connection with the Distribution and filed with the SEC as Exhibit 99.1 to the Registration Statement or as an exhibit to a Form 8-K of SNI.

     “SNI Liabilities” means, without duplication:

     (i) all outstanding Liabilities included on the Balance Sheet, to the extent such Liabilities would have been included as Liabilities on a consolidated balance sheet of the SNI Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Liabilities included on the Balance Sheet;

     (ii) all other Liabilities that are of a nature or type that would have resulted in such Liabilities being included as Liabilities on a consolidated balance sheet of the SNI Group, and the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of Liabilities included on the Balance Sheet;

     (iii) all Liabilities assumed by any member of the SNI Group pursuant to the Pre-Distribution Transactions, this Agreement or the Ancillary Agreements;

     (iv) all Delayed Transfer Liabilities of any member of the SNI Group;

     (v) all Liabilities of any member of the SNI Group which are not Delayed Transfer Liabilities of any member of the EWS Group; and

     (vi) any Exclusive SNI Contingent Loss or any Shared SNI Percentage of a Shared Contingent Loss;

     (vii) all Liabilities to the extent relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time, in each case to the extent such Liabilities relate to, arise out of or result from any SNI Asset or the SNI Business.

     “Software” has the meaning assigned to such term in the definition of Intellectual Property.

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     “Software License Agreement” means the software license agreement to be entered into by and between EWS and SNI, substantially in the form of Exhibit E hereto, with such changes as may be agreed to by the Parties.

     “SOX” means the Sarbanes-Oxley Act of 2002, as amended from time to time.

     “Subsidiary” means, with respect to any specified Person, any other Person of which the specified Person (either alone or through or together with any other Subsidiary of such Person) owns, directly or indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity and, solely for purposes of determining whether an entity is within the EWS Group or the SNI Group, any other Person that directly, or indirectly through one or more intermediaries, is controlled by such specified Person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

     “Tax” shall have the meaning set forth in the Tax Allocation Agreement.

     “Tax Allocation Agreement” means the tax allocation agreement to be entered into by and between EWS and SNI, substantially in the form attached hereto as Exhibit F, with such changes as may be agreed to by the Parties.

     “Third-Party Claim” has the meaning assigned to such term in Section 4.05(a).

     “Trade Secrets” has the meaning assigned to such term in the definition of Intellectual Property.

     “Trademark License Agreement” means the trademark license agreement to be entered into between EWS and SNI, substantially in the form attached hereto as Exhibit G, with such changes as may be agreed to by the Parties.

     “Trademarks” has the meaning assigned to such term in the definition of Intellectual Property.

     “Transition Services Agreement” means the transition services agreement to be entered into by and between EWS and SNI, substantially in the form attached hereto as Exhibit H, with such changes as may be agreed to by the Parties.

     “Unrelated Claims” means a claim or claims against a particular EWS insurance policy made by EWS or its insured parties, on the one hand, or SNI or its insured parties, on the other hand, or a claimant is a Third Party, filed in connection with Losses suffered by EWS or its insured parties, or SNI or its insured parties, as the case may be, arising out of unrelated and separate transactions or events.

     SECTION 1.02. General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

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ARTICLE II
PRE-DISTRIBUTION TRANSACTIONS

     SECTION 2.01. Contribution to SNI by SHBC. On or prior to the Distribution Date, and subject to satisfaction or waiver of the conditions set forth in Section 2.04, prior to the distribution contemplated by Section 2.02, SHBC, as the sole shareholder of SNI, will contribute to the capital of SNI all of the issued and outstanding shares of capital stock of Scripps Shop at Home, Inc., all of which are owned of record and beneficially by SHBC, and the partnership interest of Cable Program Management Co., G.P. which is owned by SHBC.

     SECTION 2.02. Distribution to EWS by SHBC. On or prior to the Distribution Date, and subject to satisfaction or waiver of the conditions set forth in Section 2.04, after the contribution contemplated by Section 2.01 and prior to the contribution contemplated by Section 2.03, SHBC will distribute to EWS, as the sole shareholder of SHBC, all of the issued and outstanding shares of capital stock of SNI, all of which are owned of record and beneficially by SHBC.

     SECTION 2.03. Contribution to SNI by EWS; Distribution to EWS by SNI; Assumption by SNI. On or prior to the Distribution Date, and subject to satisfaction or waiver of the conditions set forth in Section 2.04, after the distribution contemplated by Section 2.02 and prior to the Distribution contemplated by Section 3.02: (a) EWS will contribute to the capital of SNI of (i) all of the issued and outstanding shares of capital stock of Shopzilla, Inc., all of which are owned of record and beneficially by EWS, (ii) all of the issued and outstanding shares of capital stock of Ulysses UK, Inc., all of which are owned of record and beneficially by EWS, and (iii) the entire membership interest of uSwitch, LLC, all of which is owned of record and beneficially by EWS; and (b) SNI will distribute to EWS, as the sole shareholder of SNI, cash in the amount set forth on Schedule 2.03(b) for use by EWS to pay certain Liabilities owing to its creditors and SNI will assume certain Liabilities of EWS pursuant to the Employee Matters Agreement.

     SECTION 2.04. Conditions Precedent to Consummation of Pre-Distribution Transactions. The obligation of EWS to consummate or cause the consummation of each of the transactions contemplated by Sections 2.01, 2.02 and 2.03 (collectively, the “Pre-Distribution Transactions”) is subject to the prior or simultaneous satisfaction of each of the following conditions:

          (a) final approval of the Pre-Distribution Transactions shall have been given by the Board of Directors of EWS in its sole and absolute discretion;

          (b) solely with respect to the transactions contemplated by Section 2.02, the transactions contemplated by Section 2.01 shall have been consummated;

          (c) solely with respect to the transactions contemplated by Section 2.03, the transactions contemplated by Section 2.01 and Section 2.02 shall have been successively consummated as contemplated thereby; and

          (d) each of the conditions precedent to the consummation of the Distribution set forth in Section 3.03 (other than Section 3.03(j)) shall have been satisfied or waived as set forth in Section 3.03.

Each of the foregoing conditions is for the sole benefit of EWS and it may, in its sole and absolute discretion, determine the satisfaction or non-satisfaction of such conditions and, upon authorization of the EWS Board in its sole and absolute discretion, waive, in whole or in part, any of the conditions set forth in clauses (a), (b) and (c). Any such determination made by EWS prior to the Distribution concerning the

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satisfaction or full or partial waiver of any or all of the conditions set forth in this Section 2.04 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

ARTICLE III
THE DISTRIBUTION

     SECTION 3.01. Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.03, the actions set forth in this Section 3.01 shall be taken prior to the Distribution Date.

          (a) The Board of Directors of EWS shall establish the Distribution Date and any appropriate procedures in connection with the Distribution. EWS and SNI shall use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement and the SNI Information Statement, (ii) cause the Registration Statement to become effective under the Exchange Act and to keep the Registration Statement effective until the Effective Time and (iii) mail, after effectiveness of the Registration Statement and on or after the Record Date, and in any event prior to the Distribution Date, to the holders of EWS Common Shares as of the Record Date, the SNI Information Statement and the Proxy Statement.

          (b) EWS shall enter into a distribution agreement with the Distribution Agent (the “Distribution Agent Agreement”) providing for, among other things, (i) the payment of the Distribution to the holders of EWS Common Shares in accordance with this Article III and the Distribution Agent Agreement and (ii) the designation of SNI as a third-party beneficiary.

          (c) EWS and SNI shall deliver to the Distribution Agent (i) share certificates representing (or book-entry transfer authorizations for) all of the outstanding SNI Common Shares to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, SNI shall provide to the Distribution Agent all certificates for shares (or book-entry transfer authorizations) of SNI Common Shares that the Distribution Agent shall require in order to further effect the Distribution.

          (d) Each of EWS and SNI shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other Party or member of its Group, each of the Ancillary Agreements and any other document necessary to effect the Separation transactions contemplated hereby.

          (e) EWS shall establish the Record Date and, to the extent possible, give the NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

          (f) Each Party shall cooperate with the other Party to accomplish the Distribution and shall take any and all actions necessary or desirable to effect the Distribution.

          (g) The Parties shall take all actions and make all filings, as EWS, in consultation with SNI but ultimately in its sole and absolute discretion, determines is necessary or appropriate, to cause the transfer or issuance of all material Assets or Consents in order for EWS and SNI to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements.

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          (h) SNI shall prepare, file and use commercially reasonable efforts to make effective an application for listing of the SNI Class A Common Shares on the NYSE, subject to official notice of issuance. EWS shall cooperate and assist with SNI as reasonably requested by SNI to make effective an application for listing of the SNI Class A Common Shares on the NYSE.

          (i) EWS shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) the Distribution Date, (iii) the timing and conditions to the Distribution and (iv) the terms thereof. EWS may, at any time and from time to time, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. EWS shall use good faith efforts to provide notice to SNI of any such change. EWS shall select the outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion.

          (j) EWS and SNI shall take all actions necessary so that the Amended and Restated Articles of Incorporation and the Amended and Restated Code of Regulations shall be in effect at or prior to the Effective Time.

          (k) EWS and SNI shall take or cause to be taken all actions necessary to cause such number of SNI Common Voting Shares and SNI Class A Common Shares to be issued to SHBC prior to distribution of SNI Common Shares to EWS by SHBC contemplated by Section 2.02 as shall be necessary and sufficient to accomplish the Distribution.

          (l) EWS and SNI shall take all such actions as EWS, in consultation with SNI but ultimately in its sole and absolute discretion, determines is necessary or appropriate under applicable federal or state securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution.

     SECTION 3.02. The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.03, the actions set forth in this Section 3.02 shall be taken on the Distribution Date.

          (a) EWS shall effect the Distribution by causing all of the issued and outstanding SNI Common Shares beneficially owned by EWS to be distributed to record holders of EWS Common Shares as of the Record Date, other than with respect to EWS Common Shares held in the treasury of EWS, by means of a pro rata distribution of such SNI Common Shares to holders of EWS Common Shares, on the terms and subject to the conditions set forth in this Agreement.

          (b) Each record holder of EWS Common Shares on the Record Date (or such holder’s designated transferee or transferees), other than in respect of EWS Common Shares held in the treasury of EWS, will be entitled to receive in the Distribution, (i) one SNI Class A Common Share with respect to every one EWS Class A Common Share held by such record holder on the Record Date and (ii) one SNI Common Voting Share with respect to every one EWS Common Voting Share held by such record holder on the Record Date. EWS shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of SNI Common Shares to each such record holder or designated transferee(s) of such holder of record.

          (c) EWS shall direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of SNI Common Shares allocable to each holder of record of EWS Common Shares entitled to receive SNI Common Shares in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of

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the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale.

          (d) Any SNI Common Shares or cash, in lieu of fractional shares, with respect to SNI Common Shares that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to SNI. SNI shall hold such SNI Common Shares or cash for the account of such holder of record and any such holder of record shall look only to SNI for such SNI Common Shares or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

     SECTION 3.03. Conditions to Distribution. The obligation of EWS to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver as provided herein, of each of the following conditions:

          (a) final approval of the Distribution shall have been given by the Board of Directors of EWS, and the Board of Directors of EWS shall have declared the distribution of SNI Common Shares, each such action in its sole and absolute discretion;

          (b) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in effect with respect thereto and the SNI Information Statement shall have been mailed to EWS shareholders;

          (c) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Registration Statement) and any other necessary and applicable Consents shall have been taken, obtained and, where applicable, have become effective or been accepted, each as the case may be;

          (d) the SNI Class A Common Shares to be delivered in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of issuance;

          (e) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of any of the Separation transactions, including the Pre-Distribution Transactions and the Distribution, or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been threatened or be in effect;

          (f) EWS shall have received (i) a private letter ruling issued by the Internal Revenue Service regarding the tax free status of the Separation transactions contemplated hereby, which shall not have been revoked or materially amended by the Internal Revenue Service, and (ii) a tax opinion from Baker & Hostetler LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, to the effect that the Separation transactions contemplated hereby will qualify as transactions that are generally tax free under Section 355 of the Code;

          (g) EWS shall have established the Record Date and shall have given the NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act;

          (h) the Distribution shall not violate or result in a breach of Law or any material agreement of any Party or member of its Group;

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          (i) all Consents required in connection with the Separation transactions contemplated hereby and the approval of the holders of EWS Common Voting Shares as set forth in the Proxy Statement shall have been received and be in full force and effect, and EWS shall have received an opinion from Baker & Hostetler LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, with respect to the Law of Ohio governing the rights of holders of EWS Common Shares to vote on the Separation transactions;

          (j) the Pre-Distribution Transactions shall have been consummated in accordance with Article II;

          (k) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with at, as of or prior to the Effective Time;

          (l) the Board of Directors of EWS shall have not determined, in its sole and absolute discretion, that any event or development shall have occurred or exists that makes it inadvisable to effect the Distribution; and

          (m) the Amended and Restated Articles of Incorporation and the Amended and Restated Code of Regulations shall be in effect.

Each of the foregoing conditions is for the sole benefit of EWS and it may, in its sole and absolute discretion, determine the satisfaction or non-satisfaction of such conditions and, upon authorization of the EWS Board in its sole and absolute discretion, waive, in whole or in part, any of conditions set forth in clauses (e) (f), (h), (i), (j) and (k). Any such determination made by EWS prior to the Distribution concerning the satisfaction or full or partial waiver of any or all of the conditions set forth in this Section 3.03 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

ARTICLE IV
SURVIVAL AND INDEMNIFICATION

     SECTION 4.01. Survival of Agreements. All covenants and agreements of the Parties contained in this Agreement shall survive each of the Separation transactions, including the Pre-Distribution Transactions and the Distribution.

     SECTION 4.02. Indemnification by SNI. SNI shall indemnify, defend, release and hold harmless EWS, each member of the EWS Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “EWS Indemnified Parties”), from and against any and all Losses or Liabilities of the EWS Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):

          (a) the failure of SNI or any other member of the SNI Group or any other Person to pay, perform or otherwise promptly discharge any SNI Liability or any contract, agreement or

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arrangement included in the SNI Assets in accordance with their respective terms, whether arising prior to, on or after the Distribution Date;

          (b) any SNI Liability, any SNI Asset or the SNI Business, whether arising prior to, on or after the Distribution Date;

          (c) any breach by SNI or any member of the SNI Group of this Agreement;

          (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading, contained in (i) the Registration Statement, except to the extent set forth in Section 4.03(e), (ii) any other public filings made by SNI after the date hereof and (iii) the Proxy Statement, but only with respect to the information contained in the Proxy Statement that is set forth on Schedule 4.02(d); and

          (e) the failure by SNI to perform in connection with any Delayed Transfer Asset or Liability held by EWS for SNI’s benefit pursuant to Section 5.01(b).

     SECTION 4.03. Indemnification by EWS. EWS shall indemnify, defend, release and hold harmless SNI, each member of the SNI Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SNI Indemnified Parties,” and, together with EWS Indemnified Parties, the “Indemnified Parties”), from and against any and all Losses or Liabilities of the SNI Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):

          (a) the failure of EWS or any other member of the EWS Group or any other Person to pay, perform or otherwise promptly discharge any EWS Liability or any contract, agreement or arrangement included in the EWS Assets in accordance with their respective terms, whether arising prior to, on or after the Distribution Date;

          (b) any EWS Liability, EWS Asset or the EWS Business, whether arising prior to, on or after the Distribution Date;

          (c) any breach by EWS or any member of the EWS Group of this Agreement;

          (d) the failure by EWS to perform in connection with any Delayed Transfer Asset or Liability held by SNI for EWS’s benefit pursuant to Section 5.01(b); and

          (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading, contained in (i) the Proxy Statement, except to the extent set forth in Section 4.02(d), (ii) any other public filings made by EWS after the date hereof and (iii) the SNI Information Statement, but only with respect to the information contained in the SNI Information Statement that is set forth on Schedule 4.03(e).

     SECTION 4.04. Insurance.

          (a) Each of EWS and SNI shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable third party insurance policies to which it or any member of its Group is entitled prior to seeking indemnification or contribution under this

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Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party.

          (b) The amount of any Loss subject to indemnification or contribution pursuant to this Agreement will be reduced by any amounts actually recovered (including insurance proceeds or other amounts actually recovered under insurance policies, net of any out-of-pocket costs or expenses incurred in the collection thereof), whether retroactively or prospectively, by the Indemnified Party from any third Person with respect to such Loss. If any Indemnified Party recovers an amount from a third Person in respect of any Loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a payment of such indemnifiable Loss and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Loss, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (i) the sum of the amount previously paid by such Indemnifying Party in respect of such indemnifiable Loss plus the amount received by such Indemnified Party from such third Person in respect of such indemnifiable Loss (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party), minus (ii) the full amount of such indemnifiable Loss. An insurer or other third Person who would otherwise be obligated to pay any Loss shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification and contribution provisions hereof, have any subrogation rights with respect thereto, it being understood and agreed that no insurer or any third Person shall be entitled to a “windfall” (i.e., a benefit it would not be entitled to receive in the absence of the indemnification and contribution provisions) by virtue of the indemnification and contribution provisions hereof.

     SECTION 4.05. Procedures for Indemnification of Third-Party Claims.

          (a) If an Indemnified Party shall receive notice of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 4.02 or Section 4.03, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

          (b) Other than in the case of a Shared Contingent Loss as addressed in Sections 4.05(f) and 4.05(g), an Indemnifying Party may elect (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 4.05(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party.

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          (c) Other than in the case of a Shared Contingent Loss, as addressed in Sections 4.05(f) and 4.05(g), if an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 4.05(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the cost and expense of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 4.05(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party).

          (d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third-Party Claim that is not a Shared Contingent Loss without the consent of the Indemnifying Party. No Indemnified Party may settle or compromise any Third Party Claim that is a Shared Contingent Loss without the consent of the Indemnifying Party that is entitled to or has assumed the defense of such Third Party Claim.

          (e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.05(b) or Section 4.05(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, in the case of a Third Party Claim that is not a Shared Contingent Loss, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld or delayed). In the case of a Third-Party Claim that is a Shared Contingent Loss, the Indemnifying Party that has assumed the defense of such Third-Party Claim (i) shall not compromise or settle such Third-Party Claim without the consent of the Indemnified Party unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement and (ii) shall not consent to entry of any judgment or enter into any settlement of such Third-Party Claim without the consent of the Indemnified Party if the effect thereof is (x) to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnified Party, (y) to admit culpability on behalf of the Indemnified Party or (z) to subject the Indemnified Party to any non-monetary remedy; provided, however, the Indemnifying Party shall not need to obtain the consent of the Indemnified Party if the Indemnified Party is insolvent.

          (f) If the Indemnifying Party receiving any notice pursuant to Section 4.05(a) or the Indemnified Party believes that the Third-Party Claim is or may be a Shared Contingent Loss, such Indemnified Party or other Party may make a Determination Request at any time following any notice given by the Indemnified Party to the Indemnifying Party. EWS shall be entitled (but not obligated) to assume the defense of such Third-Party Claim as if it were the Indemnifying Party hereunder until a determination on whether such Third-Party Claim is a Shared Contingent Loss. In any such event, EWS shall be entitled to reimbursement of all the costs and expenses of such defense once a final determination or acknowledgment is made as to the status of the Third-Party Claim; provided, that, if such Third-Party Claim is determined to be a Contingent Loss of EWS, EWS shall be responsible for all such costs and

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expenses and if such Third-Party Claim is determined to be a Shared Contingent Loss, such costs and expenses shall be shared as provided in Section 4.05(g). If it is determined by the Parties or the Contingent Claim Committee that the Third-Party Claim is a Shared Contingent Loss, the Indemnifying Party determined to have a majority of the Shared Percentage of such Shared Contingent Loss shall assume the defense of such Third-Party Claim; provided, that such Indemnifying Party is solvent. If the Indemnifying Party with a majority of the Shared Contingent Loss is insolvent, the Indemnifying Party with less than a majority of the Shared Contingent Loss shall be entitled (but not obligated) to assume the defense of such Third-Party Claim.

          (g) The costs and expenses of assuming the defense of any Third-Party Claim that is a Shared Contingent Loss (subject to Section 4.05(c)), and/or seeking to settle or compromise (subject to Section 4.05(d)) shall be included in the calculation of the amount of the applicable Shared Contingent Loss in determining the reimbursement obligations of the other Party with respect thereto pursuant to Section 6.03. Except as contemplated by the last sentence of Section 4.05(f), any Indemnified Party in respect of a Shared Contingent Loss shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but all fees and expenses of such counsel shall be the expense of such Indemnified Party.

     SECTION 4.06. Additional Matters.

          (a) Any claim with respect to a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.

          (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

          (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Article IV.

     SECTION 4.07. Contribution. In the event that the foregoing indemnity is unenforceable under applicable laws, the Party from whom such indemnity is sought agrees to contribute, in accordance with this Section 4.07, to any Losses incurred in connection with the transaction or transactions for which such indemnity is sought. For such Losses referred to in Section 4.02 or Section 4.03, as the case may be, the Party from which indemnity is sought shall contribute in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the respective Parties. For any other Losses, and if the allocation provided by the immediately preceding sentence is unavailable for any reason, the

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Party from which indemnity is sought shall contribute in such proportion as is appropriate to reflect not only such relative benefit but also the relative fault of the Party from which indemnity is sought in connection with the statements, omissions or other conduct which resulted in such Losses, as well as any other relevant equitable considerations. The Parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above.

     SECTION 4.08. Survival of Indemnities. The rights and obligations of each of EWS and SNI and their respective Indemnified Parties under this Article IV shall survive the sale or other transfer by any Party of any of its Assets or Businesses or the assignment by it of any Liabilities.

     SECTION 4.09. Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party; provided, that the procedures set forth in this Article IV shall be the exclusive procedures governing any indemnity action brought under this Agreement.

     SECTION 4.10. Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Ancillary Agreement (other than the Transition Services Agreement) contains any indemnification obligation or contribution obligation relating to any EWS Liability, EWS Asset, SNI Liability or SNI Asset contributed, assumed, retained, assigned, licensed, transferred, delivered or conveyed pursuant to such Ancillary Agreement, the indemnification obligations and contribution obligations contained herein shall not apply to such EWS Liability, EWS Asset, SNI Liability or SNI Asset and instead the indemnification obligations or contribution obligations set forth in such Ancillary Agreement shall govern with regard to such EWS Asset, EWS Liability, SNI Asset or SNI Liability.

ARTICLE V
CERTAIN COVENANTS

     SECTION 5.01. Effect of the Separation.

          (a) Separation of Assets or Liabilities.

          (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) SNI directly or indirectly operating the SNI Group and the SNI Business, owning the SNI Assets and retaining and continuing to be liable for the SNI Liabilities and (B) EWS directly or indirectly operating the EWS Group and the EWS Business, owning the EWS Assets and retaining and continuing to be liable for the EWS Liabilities.

          (ii) Pursuant to the Separation, SNI, or a member of the SNI Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all SNI Assets. Concurrently therewith, SNI, or a member of the SNI Group, shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the SNI Liabilities in accordance with their respective terms. Pursuant to the Separation, EWS, or a member of the EWS Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all EWS Assets. Concurrently therewith, EWS, or a member of the EWS Group, shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the EWS Liabilities in accordance with their respective terms. From and after the Effective Time, SNI or a member of the SNI Group shall be solely responsible for all SNI Liabilities and EWS or a member of the EWS Group shall be solely responsible for all EWS Liabilities, regardless of

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when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by any member of the EWS Group or SNI Group or their respective directors, officers, employees, or agents, against any member of the EWS Group or the SNI Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the EWS Group or the SNI Group or any of their respective directors, officers, employees, or agents, as the case may be. Notwithstanding anything herein to the contrary, this Section 5.01(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, licensed, transferred, conveyed, delivered or assumed under any Ancillary Agreement, which shall be governed by the terms thereof.

          (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) any member of the EWS Group owns or is in possession of any SNI Asset or any member of the SNI Group owns or is in possession of any EWS Asset or (B) EWS is liable to any third party for any SNI Liability or SNI is liable to any third party for any EWS Liability, EWS and SNI shall, and shall cause the respective members of their respective Groups to, cooperate and use their respective commercially reasonable efforts to attempt to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey or deliver any EWS Asset or SNI Asset, as the case may be, or assume any EWS Liability or SNI Liability, as the case may be, such that, on or prior to the Effective Time, SNI or a member of the SNI Group owns and is in possession of the SNI Assets and attempts to be solely liable for the SNI Liabilities and EWS or a member of the EWS Group owns and is in possession of the EWS Assets and attempts to be solely liable for the EWS Liabilities.

          (b) Delayed Transfer of Assets or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 5.01 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset or Liability, a “Delayed Transfer Asset or Liability”)) and subject to any Ancillary Agreement: (i) EWS and SNI thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) EWS shall thereafter, with respect to any such SNI Asset, use commercially reasonable efforts, with the costs of EWS related thereto to be promptly reimbursed by SNI, to hold such SNI Asset in trust for the use and benefit of SNI or the applicable members of its Group and, with respect to any such SNI Liability, retain such SNI Liability for the account of SNI or the applicable members of its Group; and (iii) SNI shall thereafter, with respect to any such EWS Asset, use commercially reasonable efforts, with the costs of SNI related thereto to be promptly reimbursed by EWS, to hold such EWS Asset in trust for the use and benefit of EWS or the applicable members of its Group and, with respect to any such EWS Liability, to retain such EWS Liability for the account of EWS or the applicable members of its Group; in each case in order to place each Party or the applicable members of its Group, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither any member of the EWS Group (with respect to any SNI Asset or SNI Liability) nor any member of the SNI Group (with respect to any EWS Asset or EWS Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement). To the extent that SNI or any member of its Group is provided the use or benefit of any SNI Asset or has any SNI Liability held for its account pursuant to this Section 5.01(b), SNI shall perform or cause the other member of its Group to perform, for the benefit of EWS or any member of its Group and any third

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Person, the obligations of EWS or any member of its Group thereunder or in connection therewith, or as may be directed by EWS and if SNI or any member of its Group shall fail to perform to the extent required herein, SNI shall hold EWS and the members of its Group harmless and indemnify EWS and the members of its Group therefor. To the extent that EWS or any member of its Group is provided the use or benefit of any EWS Asset or has any EWS Liability held for its account pursuant to this Section 5.01(b), EWS shall perform or cause the other member of its Group to perform, for the benefit of SNI or any member of its Group and any third Person, the obligations of SNI thereunder or in connection therewith, or as may be directed by SNI and if EWS or any member of its Group shall fail to perform to the extent required herein, EWS shall hold SNI and the members of its Group harmless and indemnify SNI and the members of its Group therefor. Each Party shall, or shall cause members of its Group to, as and when any such Delayed Transfer Asset or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

          (c) Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 5.01(f) hereof, (i) EWS shall or shall cause members of its Group to, assign to SNI all of its right, title and interest under the agreements comprising SNI Assets, as set forth on Schedule 5.01(c)(i) attached hereto, and (ii) SNI shall or shall cause members of its Group to, assign to EWS all of its right, title and interest under the agreements comprising EWS Assets, as set forth on Schedule 5.01(c)(ii) attached hereto, and each Party shall or shall cause members of its Group to, execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party and the members of its Group from its respective obligations with respect to such agreements.

          (d) Termination of Certain Agreements. Subject to Section 5.01(e), all contracts, licenses, agreements, commitments or other arrangements, formal or informal, between any member of the EWS Group, on the one hand, and any member of the SNI Group, on the other hand, in existence on or prior to the Distribution Date, shall be automatically terminated by the Parties at the Effective Time without any further action needed by either such party, except (i) for (A) such agreements specifically set forth on Schedule 5.01(d) attached hereto, (B) this Agreement and (C) each Ancillary Agreement (including each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups), (ii) for any contracts, licenses, agreements, commitments or other arrangements to which any Person is a party in addition to either Party or any member of either Group or (iii) as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, including any retroactive cure or applicability provisions agreed to by the Parties. Except as expressly provided in Section 5.01(e), from and after the Distribution Date, no member of either Group shall have any rights or obligations under any such terminated contract, license, agreement, commitment or arrangement with any member of the other Group.

          (e) Settlement of Inter-Group Indebtedness. The Parties shall use their commercially reasonable efforts to settle all Inter-Group Indebtedness on or prior to the Distribution Date and, in any event, shall settle all Inter-Group Indebtedness no later than the 60^th day following the Distribution Date.

          (f) Mixed Contracts; Mixed Accounts.

          (i) Unless the Parties agree otherwise (including as contemplated by the Transition Services Agreement), any agreement to which any member of the EWS Group or the SNI Group is a party prior to the Effective Time that inures to the benefit or burden of both of the EWS Business and the SNI Business, including each such agreement set forth on Schedule 5.01(f) (a “Mixed Contract”), shall be assigned in part to SNI or one of the members of its Group,

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or to EWS or one of the members of its Group, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Group members shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, EWS and SNI shall, and shall cause each of their respective Group members to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the SNI Business to be enjoyed by SNI or a member of the SNI Group; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the SNI Business to be borne by SNI or a member of the SNI Group; (C) the Assets associated with that portion of each Mixed Contract that relates to the EWS Business to be enjoyed by EWS or a member of the EWS Group; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the EWS Business to be borne by EWS or a member of the EWS Group; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the termination of the applicable Mixed Contract.

          (ii) Except as may otherwise be agreed by the Parties, neither Party shall seek and it shall not permit its Group members to assign any accounts receivable or accounts payable relating to both the EWS Business and the SNI Business (“Mixed Accounts”). EWS and SNI shall, and shall cause each of their respective Group members to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Account that relates to the EWS Business to be enjoyed solely by EWS or a member of the EWS Group; (B) the Liabilities associated with that portion of each Mixed Account that relates to the EWS Business to be borne solely by EWS or a member of the EWS Group; (C) the Assets associated with that portion of each Mixed Account that relates to the SNI Business to be enjoyed solely by SNI or a member of the SNI Group; and (D) the Liabilities associated with that portion of each Mixed Account that relates to the SNI Business to be borne solely by SNI or a member of the SNI Group; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate no later than the second anniversary of the Distribution Date.

          (iii) Nothing in this Section 5.01(f) shall require any member of either Group to make any payment, incur any obligation or grant any concession to any third party in order to effect any transaction contemplated by this Section 5.01(f).

          (g) Separated Employees. Immediately prior to the Effective Time, (i) each Person who is an officer or employee of any member of the SNI Group and an officer or employee of any member of the EWS Group (a “Separated Employee”), and who is to continue as an officer, director or employee of any member of the SNI Group after the Distribution Date shall resign, effective at or prior to the Effective Time, from each of such Person’s positions with each member of the EWS Group and (ii) each such Separated Employee who is to continue as an officer, director or employee of any member of the EWS Group after the Distribution Date shall resign, effective at or prior to the Effective Time, from each of such Person’s positions with each member of the SNI Group.

     SECTION 5.02. Governmental Consents. After the Effective Time, each Party shall cause the appropriate members of its respective Group to prepare and file with the appropriate Governmental Authorities applications for the transfer or issuance, as each of the Parties determines is necessary or advisable, to its Group of all material Consents of or issued by Governmental Authorities required for the members of its Group to operate its Business. The members of the SNI Group and the members of the EWS Group shall cooperate and use all commercially reasonable efforts to attempt to secure the transfer or issuance of such Consents.

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     SECTION 5.03. Additional Consents. In addition to the actions described in Section 5.02, the members of the EWS Group and the members of the SNI Group shall cooperate to make all other filings and to give notice to and attempt to obtain any Consent required or advisable to consummate the transactions that are contemplated to occur from and after the Effective Time by this Agreement and the Ancillary Agreements.

     SECTION 5.04. Further Assurances.

          (a) Each of the Parties shall use its commercially reasonable efforts, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

          (b) Without limiting the foregoing, on and after the Distribution Date, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to attempt to obtain all Consents, under any permit, license, agreement, indenture or other instrument, and to take all such other actions as either Party may request to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and, to the extent necessary, (i) the transfer of any SNI Asset from any member of the EWS Group to any member of the SNI Group and the assumption of any SNI Liability by any member of the SNI Group and (ii) the transfer of any EWS Asset from any member of the SNI Group to any member of the EWS Group and the assumption of any EWS Liability by any member of the EWS Group, and the other transactions contemplated hereby and thereby; provided that neither Party shall be obligated to make any payment, incur any obligation or grant any concession, other than the payment of ordinary and customary fees to Governmental Authorities.

          (c) EWS and SNI, in their respective capacities as direct and indirect stockholders of their respective Group members, shall each properly ratify any actions that are reasonably necessary or desirable to be taken by EWS and SNI, or any of their respective Group members, as the case may be, to effectuate the transactions contemplated by this Agreement and any Ancillary Agreements.

          (d) Each of the Parties shall, and shall cause each of the members of their respective Groups, at the request of the other, to use its commercially reasonable efforts to attempt to obtain, or to attempt to cause to be obtained, any Consent, substitution or amendment required to novate (including with respect to any federal government contract) or assign all obligations under agreements, leases, licenses or other Liabilities of any nature whatsoever that constitute SNI Liabilities or EWS Liabilities, as the case may be, or to attempt to obtain in writing the unconditional release of all parties to such arrangements other than any member of either the SNI Group or the EWS Group, as the case may be, so that, in any such case, such Group will be solely responsible for all such Liabilities.

          (e) In the event that at any time and from time to time (whether prior to, at or after the Effective Time), any member of the EWS Group shall receive or otherwise possess any SNI Asset, EWS shall or shall cause such member of the EWS Group to promptly transfer such SNI Asset to SNI or its designee.

          (f) In the event that at any time and from time to time (whether prior to, at or after the Effective Time), any member of the SNI Group shall receive or otherwise possess any EWS Asset,

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SNI shall or shall cause such member of the SNI Group to promptly transfer such EWS Asset to EWS or its designee.

     SECTION 5.05. Certain Business Matters.

          (a) Following the Effective Time and except as set forth in any Ancillary Agreement, no member of either Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of the other Group, (ii) conducting its business with any potential or actual supplier or customer of any member of the other Group or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of the Group.

          (b) Each of EWS and SNI is aware that from time to time certain business opportunities may arise that more than one Group may be financially able to undertake, and that are, from their nature, in the line of more than one Group’s Business and are of practical advantage to more than one Group. In connection therewith, the Parties agree that, following the Effective Time, if either EWS or SNI acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, neither EWS nor SNI shall have any duty to communicate or offer such opportunity to the other and each may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person.

          (c) For a period of two years following the Distribution Date, neither Party shall, nor shall they permit any of their respective Group members to, solicit to employ or employ any of the employees of the other Party or its Group members so long as those employees remain employed by the other Party or its Group members, without obtaining the prior written consent of the other Party. The Parties agree that the restrictions set forth in the immediately preceding sentence shall not apply to any solicitation of any employee or employment of any employee of one Party or its Group members who (i) initially contacted the other Party, or its Group members or their representatives on his or her own initiative without any solicitation by such Party, or its Group members or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the Business or (iii) was referred to such Party, or its Group members or their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by such Party, or its Group members or their representatives to solicit such employee.

     SECTION 5.06. Settlement of Certain Insurance Claims.

          (a) The Parties acknowledge and agree that following the Distribution Date, members of the SNI Group may make claims arising out of occurrences or events that occurred prior to the Distribution Date against “occurrence-based” insurance policies of EWS, in accordance with the terms and subject to the conditions of such policies. EWS shall be responsible in accordance with reasonable instructions provided by SNI, to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of SNI.

          (b) All pending Related Claims and Unrelated Claims, including (i) those claims settled for which payment has not been received and (ii) those claims referred to in Section 5.06(a), shall be covered under EWS insurance policies, in accordance with the terms and subject to the conditions of such policies. On and after the Distribution Date, each Party shall maintain its own respective insurance policies to cover its own respective claims related to occurrences on or after the Distribution Date on a “going-forward” basis.

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          (c) Notwithstanding anything in this Section 5.06 to the contrary, to the extent that the Employee Matters Agreement contains any provisions relating to the subject matter covered in this Section 5.06, the applicable provisions of this Section 5.06 shall not apply to such subject matter and the applicable provisions of the Employee Matters Agreement shall govern with regard to such subject matter.

     SECTION 5.07. Directors and Officers and Fiduciary Liability Policies. EWS shall maintain its current directors and officers and fiduciary liability insurance policies and EWS shall have no obligation to purchase any additional insurance to provide coverage for any claims alleging wrongful acts against directors and officers or fiduciaries prior to, on or after the Distribution Date.

     SECTION 5.08. Contribution in Respect of Dissenters’ Rights Claims. If any shareholder of EWS makes a dissenters’ rights claim pursuant to Sections 1701.76 and 1701.85 of the Ohio Revised Code for payment of the fair cash value of EWS shares, then SNI agrees to contribute to any Losses incurred by EWS in such proportion as is appropriate to reflect a pro rata allocation between EWS and SNI for the entirety of all such dissenters’ right claims by EWS shareholders based upon the ratio that the per share price for one EWS Class A Common Share and one SNI Class A Common Share bear to one another based on the average selling prices for the first ten days of “regular way” trading of the SNI Class A Common Shares on the NYSE after the Distribution Date.

ARTICLE VI
CONTINGENT RECOVERIES AND CONTINGENT LOSSES

     SECTION 6.01. Contingent Recoveries.

          (a) EWS shall have the sole and exclusive right to any benefit received with respect to any Exclusive EWS Contingent Recovery. EWS shall have the sole and exclusive authority to commence, prosecute, settle, manage, control, conduct, waive, forego, release, discharge, forgive and otherwise determine all matters whatsoever with respect to any Exclusive EWS Contingent Recovery.

          (b) SNI shall have the sole and exclusive right to any benefit received with respect to any Exclusive SNI Contingent Recovery. SNI shall have the sole and exclusive authority to commence, prosecute, settle, manage, control, conduct, waive, forego, release, discharge, forgive and otherwise determine all matters whatsoever with respect to any Exclusive SNI Contingent Recovery.

          (c) Any benefit that may be received from any Shared Contingent Recovery shall be shared between EWS and SNI in proportion to the Shared EWS Percentage and the Shared SNI Percentage, respectively, and shall be paid in accordance with Section 6.04. If it is determined by the Parties or the Contingent Claim Committee that a Contingent Recovery is a Shared Contingent Recovery, the Party determined to have a majority of the Shared Percentage of such Shared Contingent Recovery shall have the sole and exclusive authority to commence, prosecute, settle, manage, control, conduct, waive, forgo, release, discharge, forgive and otherwise determine all matters whatsoever with respect to such Shared Contingent Recovery; provided, that such Party is solvent. If the Party determined to have a majority of the Shared Percentage of such Shared Contingent Recovery is insolvent, the other Party shall be entitled (but not obligated) to assume the sole and exclusive authority to commence, prosecute, settle, manage, control, conduct, waive, forgo, release, discharge, forgive and otherwise determine all matters whatsoever with respect to such Shared Contingent Recovery. Except as set forth in the preceding sentence, the Party with a minority interest in such Shared Contingent Recovery shall not take, or permit any member of its Group to take, any action (including commencing any claim) that would interfere with such rights and powers of the other Party. The Party with a majority of the Shared Percentage of such Shared Contingent Recovery (or the other Party if such Party is insolvent) shall use its commercially

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reasonable efforts to notify the other Party in the event that it commences an Action with respect to a Shared Contingent Recovery; provided, that the failure to provide such notice shall not give rise to any rights on the part of the other Party against such Party or affect any other provision of this Section 6.01. The Party with a majority of the Shared Percentage of such Shared Contingent Recovery (or the other Party if such Party is insolvent) may elect not to pursue any Shared Contingent Recovery for any reason whatsoever (including a different assessment of the merits of any Action, claim or right than the other Party or any business reasons that are in the best interests of such Party or a member of such Party’s Group, without regard to the best interests of any member of the other Group) and no member of the Group of the Party with a majority interest in such Shared Contingent Recovery (or the other Party if such Party is insolvent) shall have any liability to any Person (including any member of the other Group) as a result of any such determination.

          (d) In the event of any dispute as to whether any claim or right is a Contingent Recovery or whether any Contingent Recovery is a Shared Contingent Recovery, an Exclusive EWS Contingent Recovery or an Exclusive SNI Contingent Recovery, EWS may, but shall not be obligated to, commence prosecution or other assertion of such claim or right pending resolution of such dispute. In the event that EWS commences any such prosecution or assertion and, upon resolution of the dispute, it is determined hereunder that SNI has the exclusive right to such claim or right, EWS shall, promptly upon the request of SNI, discontinue the prosecution or assertion of such right or claim and transfer the control thereof to SNI. In such event, SNI will reimburse EWS for all costs and expenses reasonably incurred prior to resolution of such dispute in the prosecution or assertion of such claim or right.

     SECTION 6.02. Exclusive Contingent Losses. Each Exclusive Contingent Loss shall constitute a Liability for which indemnification is provided by EWS or SNI, as the case may be, pursuant to Article IV and shall be subject to the procedures set forth in Article IV with respect thereto.

     SECTION 6.03. Shared Contingent Losses.

          (a) As set forth in Section 4.05(g) and subject to Section 4.05(f), any Third-Party Claim that is a Shared Contingent Loss, and the costs and expenses thereof, shall be included in the calculation of the amount of the applicable Shared Contingent Loss in determining the reimbursement obligations of the other Party with respect thereto pursuant to this Section 6.03.

          (b) Each of EWS and SNI shall be responsible for its Shared Percentage of any Shared Contingent Loss. It shall not be a defense to any obligation by any Party to pay any amount in respect of any Shared Contingent Loss that such Party was not consulted in the defense thereof, that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Party does not approve of the quality or manner of the defense thereof or that such Shared Contingent Loss was incurred by reason of a settlement rather than by a judgment or other determination of liability (even if, subject to Section 4.05(e), such settlement was effected without the consent or over the objection of such Party).

     SECTION 6.04. Payments. Any amount owed in respect of (a) any Shared Contingent Losses (including reimbursement for the cost or expense of defense of any Third-Party Claim that is a Shared Contingent Loss), or (b) any Shared Contingent Recoveries (including reimbursement for the costs or expenses to commence, prosecute or settle matters with respect to a Shared Contingent Recovery), pursuant to this Article VI shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting information with respect thereto) to the Party owing such amount.

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     SECTION 6.05. Procedures to Determine Status of Contingent Loss or Contingent Recovery.

          (a) EWS and SNI shall form the Contingent Claim Committee (the “Contingent Claim Committee”) consisting of a total of two persons, comprised of the general counsel (or his or her respective delegate) from each of the respective Parties.

          (b) With respect to the Actions set forth on Schedule 6.05(b), and with respect to any other matters not set forth on Schedules 1.01(b) through 1.01(g) (regardless of whether such matters are currently pending but not set forth on such Schedules or are asserted or filed hereafter), the Contingent Claim Committee shall be responsible for determining whether:

          (i) any claim or right is a Contingent Recovery;

          (ii) any Contingent Recovery is a Shared Contingent Recovery, an Exclusive EWS Contingent Recovery or an Exclusive SNI Contingent Recovery;

          (iii) any Liability is a Contingent Loss; or

          (iv) any Contingent Loss is a Shared Contingent Loss, an Exclusive EWS Contingent Loss or an Exclusive SNI Contingent Loss.

The Contingent Claim Committee shall also be responsible for determining the Shared SNI Percentage and the Shared EWS Percentage in connection with Shared Contingent Recoveries and Shared Contingent Losses.

          (c) (i) The Parties shall refer any Shared Contingent Recovery or Shared Contingent Loss to the Contingent Claim Committee to determine the Shared SNI Percentage and the Shared EWS Percentage in connection with such Shared Contingent Recovery or Shared Contingent Loss and (ii) any of the Parties may refer any potential Contingent Recoveries or Contingent Losses to the Contingent Claim Committee for resolution as described in this Section 6.05. The Contingent Claim Committee’s determination (which shall be made within 30 days of such referral), if unanimous, shall be binding on all of the Parties and their respective successors and assigns. If the Contingent Claim Committee cannot reach a unanimous determination as to (i) the appropriate allocation of Contingent Recoveries or Contingent Losses between the Parties in connection with Shared Contingent Recoveries or Shared Contingent Losses, respectively, or (ii) as to the nature or status of any such Contingent Losses or Contingent Recoveries, within thirty (30) days after such referral, then the issue shall be subject to the procedures set forth in Section 10.08 of this Agreement.

     SECTION 6.06. Certain Case Allocation Matters. The Parties agree that if any Action not set forth on Schedules 1.01(b) through 1.01(g) involves separate and distinct claims that, if not joined in a single Action, would constitute separate Exclusive Contingent Losses of two or more parties, they will use their commercially reasonable efforts to segregate such separate and distinct claims so that the Liabilities associated with each such claim (including all costs and expenses) shall be treated as Exclusive Contingent Losses of the appropriate Party and so that each Party shall have the rights and obligations with respect to each such claim (including pursuant to Article IV) as would have been applicable had such claims been commenced as separate Actions. Notwithstanding the foregoing provisions, this Section 6.06 shall not apply to any separate and distinct claim that is de minimis or frivolous in nature.

     SECTION 6.07. Survival. The provisions set forth in this Article VI related to the sharing of Contingent Recoveries and Contingent Losses shall survive the Distribution Date indefinitely.

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ARTICLE VII
ACCESS TO INFORMATION

     SECTION 7.01. Agreement for Exchange of Information.

          (a) Each of EWS and SNI, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Party and its auditors, at any time before, on or after the Distribution Date, as soon as reasonably practicable after written request therefor from such other Party, any Information in the possession or under the control of such respective Group (including access to such Group’s accountants, personnel and facilities) that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party (including pursuant to Section 7.01(d)), (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 7.01(a) in a manner that mitigates any such harm or consequence to the extent practicable. The Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any Information as contemplated by this Section 7.01(a).

          (b) Following the Effective Time each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder.

          (c) Until March 1, 2010, each Party shall use its commercially reasonable efforts, consistent with past practice, to enable the other Party to meet its timetable for dissemination of its financial statements and enable such other Party’s auditors to timely complete their audit of annual financial statements and review of quarterly financial statements.

          (d) In order to enable the principal executive officer or officers and principal financial officer or officers of either Party to make the certifications required of them under SOX §302 with respect to any fiscal period ended in which any member of its Group was a subsidiary of the other Party, no later than the 15th day of the month following each such fiscal quarter end, the other Party shall cause its officers or employees to provide such Party with the certification statements with respect to such quarter or portion thereof of such officers and employees to those officers and employees of the other Party, in substantially the same form and manner as such officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall also reflect any changes in certification statements necessitated by any of the Separation transactions.

     SECTION 7.02. Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 7.01 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein or in any Ancillary Agreement, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

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     SECTION 7.03. Compensation for Providing Information. The Party requesting such Information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering and copying such Information or for providing explanations of Information provided, to the extent that such costs are incurred for the benefit of the requesting Party by or on behalf of such other Party’s Group. Except as may be specifically provided elsewhere in this Agreement or in any other Ancillary Agreement, such costs shall be computed in accordance with the providing Party’s reasonable standard methodology and procedures.

     SECTION 7.04. Record Retention. Except as otherwise required or agreed in writing, or as otherwise provided in the Tax Allocation Agreement, each Party shall use its commercially reasonable efforts to retain, in accordance with such Party’s record retention policies in effect from time to time and applicable to such Information, all significant Information in such Party’s possession or under its control relating to the Business, Assets or Liabilities of the other Party, and, for a period of seven years following the Distribution Date, prior to destroying or disposing of any such Information, (a) the Party proposing to dispose of or destroy any such Information shall use its commercially reasonable efforts to provide no less than 30 days’ prior written notice to the other Party, specifying the Information proposed to be destroyed or disposed of and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Information proposed to be destroyed or disposed of be delivered to such other Party, the Party proposing to dispose of or destroy such Information shall promptly arrange for the delivery of the requested Information to a location specified by, and at the expense of, the requesting Party; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall take all reasonable measures to permit the compliance with the obligations pursuant to this Section 7.04 in a manner that avoids any such harm or consequence. EWS and SNI intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.

     SECTION 7.05. Limitation of Liability. Notwithstanding Article IV, no Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate, in the absence of willful misconduct or fraud by the Party providing such Information. No Party shall have any Liability to the other Party if any Information is disposed of or destroyed after using its commercially reasonable efforts in accordance with the provisions of Section 7.04.

     SECTION 7.06. Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement. The provisions of Section 7.01 through Section 7.07 shall not apply to matters governed by the Tax Allocation Agreement or the Transition Services Agreement.

     SECTION 7.07. Production of Witnesses; Records; Cooperation.

          (a) Except in the case of an Action by one Party against another Party (which shall be governed by such discovery rules as may be applicable thereto), each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to

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time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

          (b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the Indemnified Party shall use its commercially reasonable efforts to make available to the Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

          (c) Without limiting the foregoing, the Parties shall cooperate and consult, and shall cause each member of its respective Group to cooperate and consult, to the extent reasonably necessary with respect to any Actions and any Related Claims with respect thereto.

          (d) Without limiting any provision of this Section 7.07, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, at the other Party’s sole cost and expense, with the other Party and each member of its respective Group in the defense of any claim that the Business of the other Party or its Group members infringes upon or misappropriates third Person Intellectual Property.

          (e) The obligation of the Parties to provide witnesses pursuant to this Section 7.07 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses, directors, officers, employees, other personnel and agents (subject to the exception set forth in the first sentence of Section 7.07(a)).

          (f) In connection with any matter contemplated by this Section 7.07, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.

     SECTION 7.08. Confidentiality.

          (a) General. Each Party acknowledges that such Party has in its possession, and in connection with this Agreement and the Ancillary Agreements such Party will receive, Information of the other Party that is not available to the general public and may constitute, contain or include material non-public Information of the other Party. Subject to Section 7.08(c) and Section 7.08(d), as of the Distribution Date, each Party, on behalf of itself and each other member of its Group, agrees to hold, and to cause its respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that such Party applies to its own confidential and proprietary Information pursuant to its applicable policies and procedures in effect as of the Distribution Date, all Information (including Information received or obtained pursuant to Section 7.01) concerning the other Party (or its Business) and the other members of such other Party’s Group (or their respective Business) that is either in its possession (including Information in its possession prior to the Distribution Date) or furnished by the other Party or the other members of such other Party’s Group or their respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement and the Ancillary Agreements, and will not use

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such Information other than for such purposes as may be expressly permitted hereunder, except, in each case, to the extent that such Information: (x) is or becomes available to the general public, other than as a result of a disclosure by such Party or the other members of such Party’s Group or any of their respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives in breach of this Agreement; (y) was or becomes available to such Party or the other members of such Party’s Group on a non-confidential basis from a source other than the other Party or the other members of such other Party’s Group, provided, that, the source of such Information was not bound by a confidentiality obligation with respect to such Information, or otherwise prohibited from transmitting the Information to such Party or the other members of such Party’s Group by a contractual, legal or fiduciary obligation; or (z) is independently generated by such Party or the other members of such Party’s Group without use of or reference to any proprietary or confidential Information of the other Party.

          (b) No Release, Compliance with Law, Return or Destruction. Following the Effective Time, each Party agrees not to release or disclose, or permit to be released or disclosed, any Information of the other Party to any other Person, except its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who need to know such Information pursuant to this Agreement or the Ancillary Agreements, and except in compliance with Section 7.08(c). Each Party shall advise its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who have been provided with such Information of such Party’s confidentiality obligations hereunder and that such Information may constitute, contain or include material non-public Information of the other Party. Following the Effective Time, each Party shall, and shall cause, its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who have been provided with such Information to use such Information only in accordance with (i) the terms of this Agreement or the Ancillary Agreements and (ii) applicable Law (including federal and state securities Laws). Following the Effective Time, each Party shall promptly, after receiving a written request of the other Party, return to the other Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon), as directed by the other Party.

          (c) Protective Arrangements. Notwithstanding anything herein to the contrary, in the event that, following the Effective Time, either Party or any of its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose any Information of the other Party pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify the other Party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. In the event that a protective arrangement is not obtained, the Person that received such request (i) may thereafter disclose or provide such Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its commercially reasonable efforts to have confidential treatment accorded any such Information so furnished.

          (d) Certain Standards and Exceptions.

          (i) Nothing in this Agreement shall be construed to limit or prohibit either Party from independently creating or developing (or having created or developed for it), or from

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acquiring from third parties, any Information similar to or competitive with the Information contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information, provided that in connection with such creation, development, or acquisition such Party does not violate any of its obligations under this Agreement or any other agreement with the other Party. Notwithstanding the foregoing, neither Party shall, nor shall it assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the other Party’s confidential, non-public and proprietary Information.

          (ii) Nothing in this Agreement shall limit either Party’s ability to market, develop and provide products or services to others that are functionally comparable to those of the other Party, whether or not based on the same general business practices, concepts, techniques and routines contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information.

          (iii) “Residuals” means Information retained in the memory of an employee of one Party pertaining to or resulting from the performance of services for the other Party, excluding, however, Information deliberately memorized to classify it as Residuals. Notwithstanding anything to the contrary in this Section 7.08, either Party shall be free to use for any purpose Residuals of its employees resulting from their access to or work with Information of the other Party if such Party otherwise complies with its obligations not to disclose Information of the other Party to third parties in violation of this Section 7.08; provided, that this provision does not grant either Party a license to use the other Party’s Intellectual Property.

ARTICLE VIII
NO REPRESENTATION OR WARRANTY

     SECTION 8.01. No Representations or Warranties. Each Party, on behalf of itself and all members of its Group, understands and agrees that, except as expressly set forth herein or in any other Ancillary Agreement, (a) no member of the EWS Group, the SNI Group or any other Person is, in this Agreement, any Ancillary Agreement or in any other agreement or document, making any representation or warranty of any kind whatsoever, express or implied, to any party or any member of any group in any way with respect to any of the transactions contemplated hereby or the business, assets, condition or prospects (financial or otherwise) of, or any other matter involving, any EWS Assets, any EWS Liabilities, the EWS Business, any SNI Assets, any SNI Liabilities or the SNI Business, (b) each Party and each member of each Group shall take all of the assets, the business and liabilities transferred to or assumed by it pursuant to this Agreement or any Ancillary Agreement on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise are hereby expressly disclaimed, and (c) except as set forth in Section 10.01 and in any applicable Ancillary Agreement, none of EWS, SNI or any members of the EWS Group or SNI Group or any other person makes any representation or warranty with respect to the Pre-Distribution Transactions, the Separation, the Distribution or the entering into of this Agreement or the transactions contemplated hereby and thereby. Except as expressly set forth herein or in any other Ancillary Agreement, each Party and each member of each Group shall bear the economic and legal risk that any conveyances of assets shall prove to be insufficient or that the title of any member of any Group to any assets shall be other than good and marketable and free from encumbrances.

ARTICLE IX
TERMINATION

     SECTION 9.01. Termination. This Agreement may be terminated by EWS in its sole and absolute discretion at any time prior to the consummation of the Distribution.

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     SECTION 9.02. Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Distribution, neither Party (nor any of its directors or officers) shall have any Liability or further obligation to the other Party.

ARTICLE X
MISCELLANEOUS

     SECTION 10.01. Complete Agreement; Representations.

          (a) This Agreement, together with the exhibits and schedules hereto and the Ancillary Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

          (b) EWS represents on behalf of itself and SNI represents on behalf of itself as follows:

          (i) it has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

          (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof (assuming the due execution and delivery thereof by the other Party), except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other Laws relating to creditors’ rights generally and by general equitable principles.

     SECTION 10.02. Costs and Expenses. Except as expressly provided in this Agreement or any Ancillary Agreement, each Party shall bear its respective direct and indirect costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

     SECTION 10.03. Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Ohio, without giving effect to the conflicts of laws principles thereof.

     SECTION 10.04. Notices. All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

If to EWS or any member of the EWS Group, to:

[                                        ]
[                                        ]
[                                        ]
Facsimile: [                                        ]
Attention: [                                        ]

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with a copy to:

[                                        ]
[                                        ]
[                                        ]
Facsimile: [                                        ]
Attention: [                                        ]

If to SNI or any member of the SNI Group, to:

[                                        ]
[                                        ]
[                                        ]
Facsimile: [                                        ]
Attention: [                                        ]

with a copy to:

[                                        ]
[                                        ]
[                                        ]
Facsimile: [                                        ]
Attention: [                                        ]

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail in the manner described above to the address as provided in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.

     SECTION 10.05. Amendment, Modification or Waiver.

          (a) Prior to the Effective Time, this Agreement may be amended, modified, waived, supplemented or superseded, in whole or in part, by EWS in its sole discretion by execution of a written amendment delivered to SNI. Subsequent to the Effective Time, this Agreement may only by amended, modified, waived, supplemented or superseded by an instrument signed by duly authorized signatories of the Parties.

          (b) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

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     SECTION 10.06. No Assignment; Binding Effect; No Third-Party Beneficiaries.

          (a) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either Party hereto without the prior written consent of the other Party hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and assigns.

          (b) Except for the provisions of Article IV relating to indemnification, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

     SECTION 10.07. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     SECTION 10.08. Disputes.

          (a) Except as otherwise provided in Section 6.05 with regard to determinations to be made by the Contingent Claim Committee, and except with respect to injunctive relief described below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall attempt to be settled first, by good faith efforts of the Parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out below.

          (b) A Party that wishes to initiate the dispute resolution process shall send written notice to the other Party, in accordance with Section 10.04, with a summary of the controversy and a request to initiate these dispute resolution procedures. Each Party shall appoint a knowledgeable, responsible representative who has the authority to settle the dispute, to meet and to negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives who may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations (i) shall be treated as Information subject to the provisions of Section 7.08 developed for purposes of settlement, (ii) shall be exempt from discovery and production and (iii) shall not be admissible in the arbitration described below or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. The Parties agree to pursue resolution under this subsection for a minimum of 30 calendar days before requesting arbitration.

          (c) If the dispute is not resolved under the preceding subsection within 30 calendar days of the initial written notice, either Party may demand arbitration by sending written notice to the other Party. The Parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both Parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in a location mutually acceptable to the Parties, and, if the Parties do not agree, the location shall be Cincinnati, Ohio; (ii) the arbitrator shall be licensed to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Information subject to Section 7.08, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages or extend the term hereof; (v) the

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arbitrator shall control the scheduling so that the hearing is completed no later than 30 calendar days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within five calendar days thereafter in summary form that states the award, without written decision, which decision shall follow the plain meaning of this Agreement, and in the event of any ambiguity, the intent of the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties. Each Party to the dispute shall bear its own expenses arising out of the arbitration, except that the Parties shall share the expenses of the facilities to conduct the arbitration and the fees of the arbitrator equally.

          (d) The foregoing notwithstanding, each Party shall have the right to seek injunctive relief in an applicable court of law or equity to preserve the status quo pending resolution of the dispute and enforce any decision relating to the resolution of the dispute.

     SECTION 10.09. Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

     SECTION 10.10. Ohio Forum. Subject to the prior exhaustion of the procedures set forth in Section 10.08, each of the Parties agrees that, notwithstanding anything herein, all Actions arising out of or in connection with this Agreement or any Ancillary Agreement (except to the extent any such Ancillary Agreement provides otherwise), or for recognition and enforcement of any judgment arising out of or in connection with the foregoing agreements, shall be tried and determined exclusively in the state or federal courts in the State of Ohio, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (a) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (c) any claim that (i) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (ii) venue is not proper in any of the aforesaid courts and (iii) this Agreement or any such Ancillary Agreement, or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts. Each of the Parties agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.04 or any other manner as may be permitted by Law shall be valid and sufficient service thereof.

     SECTION 10.11. Interpretation; Conflict With Ancillary Agreements. The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. Except as specifically set forth in each Ancillary Agreement, the provisions of each Ancillary Agreement shall govern in the event of any conflict between any provision of this Agreement and that of the relevant Ancillary Agreement.

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     SECTION 10.12. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

[signature page follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

THE E. W. SCRIPPS COMPANY
By:
	Name:
	Title:
SCRIPPS NETWORKS INTERACTIVE, INC.
By:
	Name:
	Title:

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EX-3.1

Exhibit 3.1

 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SCRIPPS NETWORKS INTERACTIVE, INC.

     FIRST: Name. The name of the Corporation is Scripps Networks Interactive, Inc. (the “Corporation”).

 

     SECOND: Principal Office. The place in the State of Ohio where the principal office of the Corporation is to be located is Cincinnati, Hamilton County.

 

     THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

 

     FOURTH: Classes and Number of Shares. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 325,000,000 shares. The classes and the aggregate number of shares of stock of each class that the Corporation shall have authority to issue are as follows:

(i) 60,000,000 Common Voting Shares, $0.01 par value (“Common Voting Shares”).

(ii) 240,000,000 Class A Common Shares, $0.01 par value (“Class A Common Shares” and together with Common Voting Shares, “Common Shares”).

(iii) 25,000,000 Preferred Shares, $0.01 par value (“Preferred Shares”).

     A. Powers and Rights of Common Voting Shares and Class A Common Shares.

 

          1. Election of Directors. Holders of Class A Common Shares, voting separately and as a class, shall be entitled to elect the greater of three or one-third (or the nearest smaller whole number if the aforesaid fraction is not a whole number) of the directors of the Corporation to be elected from time to time except directors, if any, to be elected by holders of Preferred Shares or any series thereof; and holders of Common Voting Shares, voting separately and as a class, shall be entitled to elect the balance of such directors.

 

          2. Other Matters. Except as provided in this Article FOURTH with respect to Class A Common Shares or in any resolution providing for the issue of Preferred Shares or any series thereof, and as otherwise required by the Ohio Revised Code, the entire voting power shall be vested solely and exclusively in the holders of Common Voting Shares, the holders of Common Voting Shares to be entitled to one vote for each Common Voting Share held by them upon all matters requiring a vote of shareholders of the Corporation, and the holders of Preferred Shares or any series thereof or Class A Common Shares shall have no voting power and shall not have the right to participate in any meeting of shareholders or to have notice thereof. The number of authorized Class A Common Shares may be

increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding Common Voting Shares.

          3. Dividends and Distributions. At any time Common Voting Shares are outstanding, as and when dividends or other distributions payable in either cash, capital stock of the Corporation (other than Class A Common Shares or Common Voting Shares) or other property of the Corporation may be declared by the Board of Directors of the Corporation (the “Board of Directors”), the amount of any such dividend payable on each of the Class A Common Shares shall be equal in all cases to the amount of such dividend payable on each of the Common Voting Shares, and the amount of any such dividend payable on each of the Common Voting Shares shall be equal in all cases to the amount of the dividend payable on each of the Class A Common Shares. Dividends and distributions payable in Common Voting Shares may not be made on or to shares of any class of the Corporation’s capital stock other than Common Voting Shares and dividends payable in Class A Common Shares may not be made on or to shares of any class of the Corporation’s capital stock other than Class A Common Shares. If a dividend or distribution payable in Class A Common Shares shall be made on Class A Common Shares, a dividend or distribution payable in Common Voting Shares shall be made simultaneously on Common Voting Shares, and the number of Common Voting Shares payable on each of the Common Voting Shares pursuant to such dividend or distribution shall be equal to the number of Class A Common Shares payable on each of the Class A Common Shares pursuant to such dividend or distribution.

 

          In the case of any dividend or other distribution payable in stock of any corporation which just prior to the time of the distribution is a wholly owned subsidiary of the Corporation and which possesses authority to issue class A common shares and common voting shares with voting characteristics identical to those of Class A Common Shares and Common Voting Shares, respectively, provided in these Amended and Restated Articles of Incorporation, including a distribution pursuant to a stock dividend, a stock split or division of stock of the Corporation, or a spin-off or split-up reorganization of the Corporation, only class A common shares of such subsidiary shall be distributed with respect to Class A Common Shares and only common voting shares of such subsidiary shall be distributed with respect to Common Voting Shares.

 

          4. Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all Preferred Shares then outstanding the full preferential amounts to which they are entitled under the resolutions authorizing the issuance of such Preferred Shares, the net assets of the Corporation remaining shall be divided among the holders of Class A Common Shares and Common Voting Shares in such a manner that the amount of such net assets distributed to each of the Class A Common Shares shall be equal to the amount of such assets distributed to each of the Common Voting Shares.

 

          5. Issuance of Common Voting Shares. Common Voting Shares may only be issued (i) in accordance with and pursuant to the terms of the Separation and Distribution Agreement entered into by and between the Corporation and The E.W. Scripps Company, an Ohio corporation, dated                     , 2008, as it may be amended, or (ii) in the form of a distribution or distributions pursuant to a stock dividend or division or split-up of Common Voting Shares and only then in respect of the issued Common Voting Shares.

          6. Preemptive Rights of Common Voting Shares. Holders of Common Voting Shares shall have the preemptive right to subscribe to any additional issue of stock of any class of the Corporation or any series thereof that by its express terms and provisions grants general, continuous and unconditional voting rights to the holders thereof and to any class of securities of the Corporation convertible into any such stock or series thereof. Except as set forth in the first sentence of this Section 6, no holder of shares

2

of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the Corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as the Board of Directors from time to time may determine.

 

          7. Conversion of Common Voting Shares. Each Common Voting Share may at any time be converted at the election of the holder thereof into one Class A Common Share. Any holder of Common Voting Shares may elect to convert any or all of such shares at one time or at various times in such holder’s discretion. Such right shall be exercised by the surrender of the certificate representing each Common Voting Share to be converted to the Corporation at its principal executive offices, accompanied by a written notice of the election by the holder thereof to convert and (if so required by the Corporation) by instruments of transfer, in form satisfactory to the Corporation, duly executed by such holder or such holder’s duly authorized attorney. The issuance of a certificate or certificates for Class A Common Shares upon conversion of Common Voting Shares shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate or certificates are to be issued in a name other than that of the holder of Common Voting Shares to be converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any such transfer, or shall establish to the satisfaction of the Corporation that such tax has been paid. As promptly as practicable after the surrender for conversion of a certificate or certificates representing Common Voting Shares and the payment of any tax as hereinabove provided, the Corporation will deliver to, or upon the written order of, the holder of such certificate or certificates, a certificate or certificates representing the number of Class A Common Shares issuable upon such conversion, issued in such name or names as such holder may direct. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificate or certificates representing Common Voting Shares (or, if on such date the transfer books of the Corporation shall be closed, then immediately prior to the close of business on the first date thereafter that such books shall be open), and all rights of such holder arising from ownership of Common Voting Shares shall cease at such time, and the person or persons in whose name or names the certificate or certificates representing Class A Common Shares are to be issued shall be treated for all purposes as having become the record holder or holders of such Class A Common Shares at such time and shall have and may exercise all the rights and powers appertaining thereto. No adjustments in respect of past cash dividends shall be made upon the conversion of any Common Voting Shares; provided that if any Common Voting Shares shall be converted into Class A Common Shares subsequent to the record date for the payment of a dividend or other distribution on Common Voting Shares but prior to such payment, the registered holder of such Common Voting Shares at the close of business on such record date shall be entitled to receive on the payment date, with respect to the Class A Common Shares received upon such conversion, the dividend or other distribution which would have been payable had such Class A Common Shares been outstanding and held of record on such dividend record date by the registered holder on such dividend record date of the Common Voting Shares so converted in lieu of the dividend otherwise payable on the Common Voting Shares so converted. The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of outstanding Common Voting Shares, such number of Class A Common Shares as may be issuable upon the conversion of all such outstanding Common Voting Shares; provided that the Corporation may deliver Class A Common Shares which are held in the treasury of the Corporation for any Common Voting Shares to be converted. If registration with or approval of any governmental authority under any federal or state law is required before such Class A Common Shares may be issued upon such conversion, the Corporation will endeavor to cause such shares to be duly registered or approved, as the case may be. The Corporation will endeavor to list Class A Common Shares required to be delivered upon conversion prior to such delivery upon any national securities exchange or national market system on which the outstanding Class A Common Shares may be listed at

3

the time of such delivery. All Class A Common Shares which may be issued upon conversion of Common Voting Shares will, upon issuance, be fully paid and nonassessable. The aggregate amount of stated capital represented by Class A Common Shares issued upon conversion of Common Voting Shares shall be the same as the aggregate amount of stated capital represented by the Common Voting Shares so converted. When Common Voting Shares have been converted, they shall have the status of retired shares.

 

          8. Other Rights. Except as otherwise required by the Ohio Revised Code or as otherwise provided in these Amended and Restated Articles of Incorporation, each Class A Common Share and each Common Voting Share shall have identical powers, preferences and rights.

 

     B. Powers and Rights of Preferred Shares. Preferred Shares shall have the following express terms:

 

          1. Series. Preferred Shares may be issued from time to time in one or more series. All Preferred Shares shall be of equal rank and shall be identical, except in respect of the matters that may be fixed by the Board of Directors as hereinafter provided, and each share of a series shall be identical with all other shares of such series, except as to the dates from which dividends shall accrue and be cumulative. Subject to the provisions of Sections 2 through 6, inclusive, which provisions shall apply to all Preferred Shares, the Board of Directors hereby is authorized to cause such shares to be issued in one or more series and with respect to each such series to determine and fix prior to the issuance thereof (and thereafter, to the extent provided in clause (b) of this Section) those rights, preferences and terms that may be fixed by the Board of Directors, including the following:

 

               (a) the designation of the series, which may be by distinguishing number, letter or title;
 

               (b) the authorized number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance thereof (but not below the number of shares thereof then outstanding);

 

               (c) the dividend rate or rates of the series, including the means by which such rates may be established;

 

               (d) the date or dates from which dividends shall accrue and be cumulative and the dates on which and the period or periods for which dividends, if declared, shall be payable, including the means by which such dates and periods may be established;

               (e) the redemption rights and price or prices, if any, for shares of the series;  

               (f) the terms and amount of the sinking fund, if any, for the purchase or redemption of shares of the series;

 

               (g) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

               (h) whether the shares of the series shall be convertible into Class A Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made; and

 

               (i) restrictions, if any, on the issuance of shares of the same series or of any other class or series.

4

 

     The Board of Directors is authorized to adopt from time to time amendments to these Amended and Restated Articles of Incorporation fixing, with respect to each such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required or permitted by law in order to effect such amendments.

 

     2. Dividends.

 

          (a) The holders of Preferred Shares of each series, in preference to the holders of Common Shares and of any other class of shares ranking junior to Preferred Shares, shall be entitled to receive out of any funds legally available therefor, and when and as declared by the Board of Directors, dividends in cash at the rate or rates for such series fixed in accordance with the provisions of Section 1 of this Division B and no more, payable on the dates fixed for such series. Such dividends shall accrue and be cumulative, in the case of shares of a particular series, from and after the date or dates fixed with respect to such series. No dividends shall be paid upon or declared or set apart for any series of Preferred Shares for any dividend period unless at the same time a like proportionate dividend for the dividend periods terminating on the same or any earlier date, ratably in proportion to the respective dividend rates fixed therefor, shall have been paid upon or declared or set apart for all Preferred Shares of all series then issued and outstanding and entitled to receive such dividend.

 

          (b) So long as any Preferred Shares shall be outstanding, no dividend, except a dividend payable in Common Shares or other shares ranking junior to Preferred Shares, shall be paid or declared or any distribution be made, except as aforesaid, in respect of Common Shares or any other shares ranking junior to Preferred Shares, nor shall any Common Shares or any other shares ranking junior to Preferred Shares be purchased, retired or otherwise acquired by the Corporation, except out of the proceeds of the sale of Common Shares or other shares of the Corporation ranking junior to Preferred Shares received by the Corporation subsequent to the date of first issuance of Preferred Shares of any series, unless:

 

               (1) all accrued and unpaid dividends on Preferred Shares, including the full dividends for all current dividend periods, shall have been declared and paid or a sum sufficient for payment thereof set apart; and

 

               (2) there shall be no arrearages with respect to the redemption of Preferred Shares of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Division.

     3. Redemption.

 

          (a) Subject to the express terms of each series, the Corporation:

 

               (1) may, from time to time, at the option of the Board of Directors, redeem all or any part of any redeemable series of Preferred Shares at the time outstanding at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Division; and

 

               (2) shall, from time to time, make such redemptions of each series of Preferred Shares as may be required to fulfill the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Division;

 

          and shall in each case pay all accrued and unpaid dividends to the redemption date.

5

 

          (b) (1) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of Preferred Shares to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or such other time prior thereto as the Board of Directors shall fix for any series pursuant to Section 1 of this Division prior to the issuance thereof. At any time after notice as provided above has been deposited in the mail, the Corporation may deposit the aggregate redemption price of Preferred Shares to be redeemed, together with accrued and unpaid dividends thereon to the redemption date, with any bank or trust company having capital and surplus of not less than $100,000,000, named in such notice and direct that there be paid to the respective holders of Preferred Shares so to be redeemed amounts equal to the redemption price of Preferred Shares so to be redeemed, together with such accrued and unpaid dividends thereon, on surrender of the share certificate or certificates held by such holders; and upon the deposit of such notice in the mail and the making of such deposit of money with such bank or trust company, such holders shall cease to be shareholders with respect to such shares; and from and after the time such notice shall have been so deposited and such deposit of money shall have been so made, such holders shall have no rights or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise before the redemption date any unexpired privileges of conversion. In the event less than all of the outstanding Preferred Shares are to be redeemed, the Corporation shall select by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors.

 

               (2) If the holders of Preferred Shares which have been called for redemption shall not within six years after such deposit claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders.

 

          (c) Any Preferred Shares which are (1) redeemed by the Corporation pursuant to the provisions of this Section, (2) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of such series, (3) converted in accordance with the express terms thereof, or (4) otherwise acquired by the Corporation, shall resume the status of authorized but unissued Preferred Shares without serial designation.

     4. Liquidation.

 

          (a) (1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Preferred Shares of any series shall be entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of Common Shares or any other shares ranking junior to Preferred Shares, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Division, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up of the affairs of the Corporation. In the event the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding Preferred Shares of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon all outstanding Preferred Shares, in proportion to the full preferential amount to which each such share is entitled.

 

               (2) After payment to the holders of Preferred Shares of the full preferential amounts as aforesaid, the holders of Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation.

 

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          (b) The merger or consolidation of the Corporation into or with any other corporation, the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the assets of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section.

 

     5. Voting. Holders of Preferred Shares shall have no voting rights, except as otherwise from time to time required by law.

 

     6. Definitions. For the purpose of this Division:

 

          (a) whenever reference is made to shares “ranking prior to Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation are given preference over the rights of the holders of Preferred Shares;

 

          (b) whenever reference is made to shares “on a parity with Preferred Shares,” such reference shall mean and include all other shares of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Preferred Shares; and

 

          (c) whenever reference is made to shares “ranking junior to Preferred Shares,” such reference shall mean and include all shares of the Corporation other than those defined under Subsections (a) and (b) of this Section as shares “ranking prior to” or “on a parity with” Preferred Shares.

     C. Issuance of Class A Common Shares and Preferred Shares. The Board of Directors may from time to time authorize by resolution the issuance of any or all of the Class A Common Shares and Preferred Shares herein authorized in accordance with the terms and conditions set forth in these Amended and Restated Articles of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration, and in the case of Preferred Shares, in one or more series, all as the Board of Directors in its discretion may determine and without any vote or other action by the shareholders, except as otherwise required by law.

 

     FIFTH: Deliberations of Directors. The Board of Directors, when evaluating any offer of another party to make a tender or exchange offer for any equity security of the Corporation, to merge or consolidate the Corporation with another corporation or to purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, shall, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to the effect of such a transaction on the integrity, character and quality of the Corporation’s operations, all other relevant factors, including, without limitation, long-term as well as short-term interests of the Corporation and shareholders (including, without limitation, the possibility that these interests may be best served by the continued independence of the Corporation), and the social, legal and economic effects on the employees, customers, suppliers and creditors of the Corporation and its subsidiaries, on the communities and geographical areas in which the Corporation and its subsidiaries operate or are located, and on any of the businesses and properties of the Corporation or any of its subsidiaries, as well as such other factors as the directors deem relevant.

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     SIXTH: Directors’ Liability; Indemnification.

 

     A. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation (including a subsidiary of the Corporation) or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as such a director, officer, employee, trustee or agent, or in any other capacity while serving as such a director, officer, employee, trustee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Ohio Revised Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be such a director, officer, employee, trustee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Division B of this Article SIXTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Division A shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Ohio Revised Code requires, an advancement of expenses incurred by an indemnitee in such indemnitee’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Division A or otherwise (hereinafter an “undertaking”).

 

     B. Right of Indemnitee to Bring Suit. If a claim for indemnification pursuant to this Article SIXTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Ohio Revised Code. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such a suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Ohio Revised Code nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the indemnitee has not met such applicable standard of conduct shall create a presumption that the indemnitee

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has not met the applicable standard of conduct or, in the case of such suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or entitled to such advancement of expenses under this Article SIXTH or otherwise shall be on the Corporation.
 

     C. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred in this Article SIXTH shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, certificate or articles of incorporation, regulation, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

 

     D. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, trustee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio Revised Code.

 

     E. Indemnity Contracts. The Corporation may enter into contracts from time to time with such of its directors, officers, agents or employees and providing for such indemnification, insurance, and advancement of expenses as the Board of Directors determines to be appropriate.

 

     SEVENTH: Meetings of the shareholders of the Corporation may be called by the chairman of the board or the president, or by a majority of the directors in office acting at a meeting or by written consent, or by the holders of record of fifty percent (50%) of the outstanding Common Voting Shares acting at a meeting or by written consent.

 

     EIGHTH: The provisions of Sections 1701.831 and 1707.043 and Chapter 1704 of the Ohio Revised Code shall not apply to the Corporation.

     NINTH: No shareholder of the Corporation may cumulate such shareholder’s voting power in the election of directors.

 

     TENTH: Notwithstanding any provision of Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, or any successor statutes now or hereafter in force, requiring for the authorization or taking of any action the vote or consent of the holders of shares entitling them to exercise two-thirds or any other proportion of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by law or these Amended and Restated Articles of Incorporation, may be authorized or taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes of shares thereof.

 

     ELEVENTH: To the extent permitted by law, the Corporation, by action of the Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such consideration and upon such terms and conditions as the Board of Directors may determine.

 

     TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights and powers conferred herein upon shareholders, directors and officers are subject to this reservation.

 

     THIRTEENTH: These Amended and Restated Articles of Incorporation shall take the place of and supersede the Corporation’s existing Articles of Incorporation, as amended.

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED CODE OF REGULATIONS

OF

SCRIPPS NETWORKS INTERACTIVE, INC.

ARTICLE I
Meetings of Shareholders

     Section 1. Annual Meetings. The annual meeting of shareholders shall be held on such date, at such time and at such place within or without the State of Ohio as may be designated by the Board of Directors of the Corporation (the “Board”) and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before the meeting and the transaction of such other business as may properly come before the meeting.

     Section 2. Special Meetings. Special meetings of the shareholders may be called by the chairman of the board or the president, the directors by action at a meeting, a majority of the directors acting by written consent, or by the holders of record of not less than fifty percent (50%) of the outstanding Common Voting Shares, $0.01 par value, of the Corporation (“Common Voting Shares”) acting at a meeting or by written consent. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

     Section 3. Notices of Meetings. Unless waived, written notice of each annual or special meeting stating the place, date, time and purposes thereof shall be given, by personal delivery or by mail, overnight delivery service or any other means of communication authorized by the shareholder to whom such notice is given, to each shareholder of record entitled to vote at or receive notice of such meeting, not less than 7 nor more than 60 days before the meeting. If mailed or sent by overnight delivery service, such notice shall be directed to the shareholder at such shareholder’s address as the same appears upon the records of the Corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under this Amended and Restated Code of Regulations (as the same may be amended or restated from time to time, this “Code of Regulations”).

     Section 4. Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business at such meeting; provided that when any specified action is required to be voted upon by a class of stock voting separately as a class, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum for the transaction of such specified action. If a quorum shall not be present at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or by proxy and entitled to vote at such meeting. At the adjourned meeting the shareholders, or the holders of any class of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting.

When a quorum is present at any meeting, the vote of the holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law, the Articles of Incorporation of the Corporation (as the same may be amended or restated from time to time, the “Articles of Incorporation”) or this Code of Regulations, a different vote is required, in which case such express provision shall govern and control the decision of such question.

     Section 5. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date in accordance with the General Corporation Law of the State of Ohio.

     Section 6. Proxies. A person who is entitled to attend a shareholders meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of such person’s other rights, by proxy or proxies appointed by a writing signed by such person or appointed by a verifiable communication authorized by such person.

 

ARTICLE II
Directors

     Section 1. Number; Nominations. The number of directors of the Corporation shall be not less than nine (9) and not more than twelve (12). The number of directors may be increased or decreased by the vote of a majority of the directors then in office, or by the affirmative vote of the holders of a majority of the Common Voting Shares issued and outstanding, but in no case shall the number of directors be less than nine (9) or more than twelve (12). Nominations of persons for election to the Board shall be made by the vote of a majority of the directors in office.

     Section 2. Term of Office; Election. Each director shall hold office until the annual meeting next succeeding such director’s election and until such director’s successor is elected and qualified or until such director’s earlier resignation, removal from office, or death.

     Election of directors shall be by ballot whenever requested by any shareholder entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved at such meeting. At each meeting of shareholders for the election of directors, the persons receiving the greatest number of votes shall be directors.

     Section 3. Removal, Vacancies and Additional Directors. The shareholders may remove, with or without cause, at any special meeting called for that purpose, any director and fill the vacancy; provided that whenever any director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Articles of Incorporation, such director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any director or for any other reason, and any newly created directorship resulting from any increase in the number of directors, may be filled by a majority of the directors then in office, and any director so elected to fill any such vacancy or newly created directorship shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation, removal from office, or death.

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     Section 4. Annual Meeting. Annual meetings of the Board shall be held immediately following annual meetings of the shareholders, or as soon thereafter as is practicable. If no annual meeting of the shareholders is held, or if directors are not elected thereat, then the annual meeting of the Board shall be held immediately following any special meeting of the shareholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of the Board is held immediately following a meeting of the shareholders, it shall be held at the same place at which such shareholders’ meeting was held.

     Section 5. Regular Meetings. Regular meetings of the Board shall be held at such times and places, within or without the State of Ohio, as the Board may, by resolution, from time to time determine. The secretary shall give notice of each such resolution to any director who was not present at the time the same was adopted, but no further notice of such regular meetings need be given.

     Section 6. Special Meetings. Special meetings of the Board may be called by the chairman of the board, the president or any two members of the Board, and shall be held at such times and places, within or without the State of Ohio, as may be specified in such call.

     Section 7. Notice of Annual or Special Meetings. Notice of the time and place of each annual or special meeting shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method and at such time so that the director receiving it may have reasonable opportunity to attend the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if given by personal delivery or mailed, conveyed in writing by any type of telecommunications equipment, or conveyed by any other means of communication authorized by the director, at least two days prior to the meeting and directed to the residence of each director as shown upon the secretary’s records. The giving of notice shall be deemed to have been waived by any director who shall attend and participate in such meeting, and may be waived in writing by any director either before or after such meeting.

     Section 8. Quorum and Transaction of Business. A majority of the directors in office shall constitute a quorum for the transaction of business. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, until a quorum is present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided by law, the Articles of Incorporation or this Code of Regulations.

     Section 9. Compensation. The directors, as such, shall be entitled to receive such reasonable compensation, if any, for their services as may be fixed from time to time by resolution of the Board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may be allowed, by resolution of the Board, such compensation for their services as the Board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

     Section 10. By-Laws. For the government of its actions, the Board may adopt by-laws consistent with the Articles of Incorporation and this Code of Regulations.

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ARTICLE III
Committees

     Section 1. Executive Committee. The Board may, from time to time, by resolution passed by a majority of the directors in office, create an executive committee of three or more directors, the members of which shall be elected by the Board to serve during the pleasure of the Board. If the Board does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the Board, possess and may exercise all of the powers of the Board in the management of the business and affairs of the Corporation, other than that of filling vacancies among the directors or in any committee of the directors and other than the authority to adopt, amend or repeal this Code of Regulations. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to control, revision and alteration by the Board, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

     Section 2. Meetings of Executive Committee. Subject to the provisions of this Code of Regulations, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the Board, and it shall also meet at the call of the president, the chairman of the executive committee or any two members of such committee. Unless otherwise provided by such rules or such resolutions, the provisions of ARTICLE II relating to the notice required to be given of meetings of the Board shall also apply to meetings of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act in a writing without a meeting, but no such action of the executive committee shall be effective unless concurred in by all members of the committee.

     Section 3. Other Committees. The Board may provide by resolution for such other standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board. The provisions of this ARTICLE III shall govern the appointment and action of such committees so far as consistent, unless otherwise provided by the Board. Vacancies in such committees shall be filled by the Board or as it may provide.

     Section 4. Subcommittees. Unless otherwise provided in the resolution by the Board creating the committee or by other resolution of the Board, no committee may create any subcommittee or delegate such committee’s powers and authority to any subcommittee.

ARTICLE IV
Officers

     Section 1. General Provisions. The Board shall elect a chairman of the board, a president, such number of vice presidents, if any, as the Board may determine from time to time, a secretary and a treasurer. The Board may create from time to time such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The chairman of the board and the president shall be, but the other officers need not be, chosen from among the members of the Board. Any two or more of such offices, other than those of president and vice president, or president and secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

     Section 2. Term of Office. The officers of the Corporation shall hold office during the pleasure of the Board, and, unless sooner removed by the Board, until the annual meeting of the Board

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following the date of their election and until their successors are chosen and qualified. The Board may remove any officer at any time, with or without cause. A vacancy in any office, however created, shall be filled by the Board.

     Section 3. Compensation. The compensation, if any, of the officers of the Corporation shall be fixed by the Board or by such one or more officers or directors as the Board shall designate.

ARTICLE V
Duties of Officers

     Section 1. Chairman of the Board. The chairman of the board shall preside at all meetings of the Board and the shareholders and shall have such other powers and perform such other duties as may from time to time be assigned to such person by the Board.

     Section 2. President. The president shall be the chief executive officer of the Corporation and, subject to the direction of the Board, shall have general and active management of the business of the Corporation. During any vacancy in the office of the chairman of the board or during the absence of the chairman of the board for any reason, the president shall perform the duties and exercise the powers of the chairman of the board. The president shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments requiring the president’s signature; and shall have all the powers and duties prescribed by the General Corporation Law of the State of Ohio and such others as the Board may from time to time assign to the president.

 

     Section 3. Vice Presidents. The vice presidents shall have such powers and perform such duties as may be assigned to them from time to time by the Board, the chairman of the board or the president. At the request of the president, or in the president’s absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the Board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

     Section 4. Secretary. The secretary shall keep the minutes of all the proceedings of the shareholders and directors of the Corporation and make a proper record of the same, which shall be attested by the secretary. The secretary shall keep such books as may be required by the Board and shall have charge of the stock book of the Corporation and generally perform such duties as the Board, the chairman of the board or the president may require of the secretary.

     Section 5. Treasurer. The treasurer shall receive and have charge of all money, bills, notes, bonds, deeds, leases, mortgages and similar property belonging to the Corporation and shall do with the same as may be ordered by the financial vice president or the Board. On the expiration of such person’s term in office he or she shall turn over to the successor treasurer or to the Board all property, books, papers and money of the Corporation in his or her possession or under his or her control. The treasurer shall furnish bond for the faithful performance of his or her duties in such an amount as the Board may require, and with sureties to their satisfaction. The treasurer shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required; and the treasurer shall have such other powers and duties as may from time to time be assigned to the treasurer by the Board, the chairman of the board or the president.

     Section 6. Assistant and Subordinate Officers. Each other officer shall perform such duties as the Board, the chairman of the board or the president may prescribe. The Board may authorize from

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time to time any officer to appoint and remove subordinate officers, to prescribe their authority and duties and to fix their compensation.
 

     Section 7. Duties of Officers May Be Delegated. In the absence of any officer of the Corporation or for any other reason that it may deem sufficient, the Board may delegate the powers or duties, or any of them, of such officers to any other officer or to any director.

ARTICLE VI
Certificates for Shares

     Section 1. Form and Execution.

     (A) Certificates for Common Voting Shares shall be issued to each holder of record thereof.

     (B) All shares of capital stock of the Corporation other than Common Voting Shares shall be registered through an uncertificated share registration system except for those shares for which the holder of record thereof has requested in writing a certificate.

     (C) Certificates issued to shareholders shall certify the number of fully paid shares owned, shall be in such forms as shall be approved by the Board and shall be signed by the chairman of the board or the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer; provided, however, that if such certificates are countersigned by an incorporated transfer agent or registrar the signatures of any of such officers and the seal of the Corporation, if any, upon such certificates may be facsimiled, engraved, stamped or printed. If any officer or officers who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates if authenticated by the endorsement thereon of the signature of a transfer agent or registrar shall nevertheless be as effective in all respects when delivered as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation.

     Section 2. Registration of Transfer. Any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the Corporation or any transfer agent therefor (for the class of stock represented by the certificate surrendered) properly endorsed for transfer and accompanied by such assurances as the Corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary endorsement.

     Section 3. Lost, Destroyed or Stolen Certificates. A new stock certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (A) the execution and delivery to the Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (B) the furnishing to the Corporation of indemnity and other assurances, if any, satisfactory to the Corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

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     Section 4. Registered Shareholders. A person in whose name shares are registered of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VII
Fiscal Year

     The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other date as may be fixed from time to time by the Board.

 

ARTICLE VIII
Seal

     The Board may provide a suitable seal containing the name of the Corporation. If deemed advisable by the Board, duplicate seals may be provided and kept for the purposes of the Corporation.

ARTICLE IX
Amendments

     This Code of Regulations shall be subject to alteration, amendment, repeal, or the adoption of a new code of regulations by the vote or written consent of the holders of a majority of the Common Voting Shares issued and outstanding.

 

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

THE E. W. SCRIPPS COMPANY

and

SCRIPPS NETWORKS INTERACTIVE, INC.

Dated as of                     , 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
SECTION 1.01.	Definitions		1
SECTION 1.02.	General Interpretive Principles		6
ARTICLE II TRANSITION SERVICES			6
SECTION 2.01.	EWS Scheduled Services		6
SECTION 2.02.	SNI Scheduled Services		6
SECTION 2.03.	Additional EWS Scheduled Services		6
SECTION 2.04.	Additional SNI Scheduled Services		7
SECTION 2.05.	Scope of EWS Services; Standard of Performance for EWS Services		7
SECTION 2.06.	Scope of SNI Services; Standard of Performance for SNI Services		8
SECTION 2.07.	Personnel Providing Services; Subcontracting		9
SECTION 2.08.	Interruption of Services		9
SECTION 2.09.	Disaster Recovery and Business Continuity		10
SECTION 2.10.	Transition of Responsibilities		11
SECTION 2.11.	Insurance		12
ARTICLE III FEES AND EXPENSES			12
SECTION 3.01.	Fees and Expenses		12
SECTION 3.02.	Billing and Payment; No Set-off		12
SECTION 3.03.	Third Party Vendor Costs		12
SECTION 3.04.	Additional Costs		13
SECTION 3.05.	Late Payments		13
SECTION 3.06.	Tax Matters		13
ARTICLE IV TERM; TERMINATION			14
SECTION 4.01.	Term		14
SECTION 4.02.	Force Majeure Event Early Termination of Services		14
SECTION 4.03.	Early Termination of this Agreement		14
SECTION 4.04.	Sums Due		14
SECTION 4.05.	Effect of Termination		15
ARTICLE V THIRD PARTY RIGHTS			15
SECTION 5.01.	Third Parties and EWS Services		15
SECTION 5.02.	Third Parties and SNI Services		16

TABLE OF CONTENTS

		Page
ARTICLE VI INTERNAL CONTROLS			16
SECTION 6.01.	Access Rights of SNI		16
SECTION 6.02.	Access Rights of EWS		16
SECTION 6.03.	Procedures		17
ARTICLE VII TRANSITION TEAMS/SINGLE POINT OF CONTACT			18
SECTION 7.01.	Appointment of Transition Teams		18
SECTION 7.02.	Transition Team Actions		18
ARTICLE VIII CONFIDENTIALITY; NON-SOLICITATION; RECORDS; ACCESS			18
SECTION 8.01.	Confidentiality Obligations		18
SECTION 8.02.	Non-Solicitation		20
SECTION 8.03.	Records		21
SECTION 8.04.	Access		21
ARTICLE IX NO WARRANTY; LIMITATION OF LIABILITY;			22
SECTION 9.01.	Warranties and Disclaimer of Warranty by EWS		22
SECTION 9.02.	Warranties and Disclaimer of Warranty by SNI		22
SECTION 9.03.	Obligation to Re-perform EWS Services		23
SECTION 9.04.	Obligation to Re-perform SNI Services		23
SECTION 9.05.	Limitation of Liability		23
SECTION 9.06.	EWS Indemnity		23
SECTION 9.07.	SNI Indemnity		24
ARTICLE X DISPUTE RESOLUTION			24
SECTION 10.01.	General		24
SECTION 10.02.	Initiation		24
SECTION 10.03.	Arbitration Request		24
SECTION 10.04.	Injunctive Relief		25
ARTICLE XI MISCELLANEOUS			25
SECTION 11.01.	Notices		25
SECTION 11.02.	Entire Agreement		26
SECTION 11.03.	Waiver		26
SECTION 11.04.	Amendment		26
SECTION 11.05.	Independent Contractors		26
SECTION 11.06.	No Third Party Beneficiary		26
SECTION 11.07.	No Assignment; Binding Effect		26

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TABLE OF CONTENTS

		Page
SECTION 11.08.	Headings		27
SECTION 11.09.	Submission to Jurisdiction; Waivers		27
SECTION 11.10.	Severability		28
SECTION 11.11.	Governing Law		28
SECTION 11.12.	Counterparts		28
SECTION 11.13.	Order of Precedence		28
SECTION 11.14.	Ownership of and License to Data		28

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Exhibits

EWS Subsidiaries	Exhibit 1.01(a)
SNI Subsidiaries	Exhibit 1.01(b)
EWS Services Required Consents	Exhibit 5.01
SNI Services Required Consents	Exhibit 5.02
Transition Teams and Team Leaders	Exhibit 7.01

Schedules

Rate Card	Schedule 3.01
[Others to be provided by the Company.]

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TRANSITION SERVICES AGREEMENT

     THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this ___ day of                          , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and, prior to the Distribution Date, an indirect subsidiary of EWS (“SNI” and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

RECITALS

     WHEREAS, the Board of Directors of EWS has determined that it is in the best interests of EWS to separate the SNI Business and the EWS Business into two independent public companies, on the terms and subject to the conditions set forth in the Separation Agreement (as defined below), in order to separate businesses with differing strategic directions, eliminate existing constraints regarding capital allocation, concentrate management focus, allow more tailored management incentives, and accommodate differing shareholder bases;

     WHEREAS, in order to effectuate the foregoing, EWS and SNI have entered into a Separation and Distribution Agreement, dated as of                               , 2008 (the “Separation Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the SNI Business shall be separated from the EWS Business, and all of the issued and outstanding Class A Common Shares, par value $0.01 per share, of SNI and Common Voting Shares, par value $0.01 per share, of SNI beneficially owned by EWS shall be distributed on a pro rata basis to the holders of the issued and outstanding Class A Common Shares, par value $0.01 per share, of EWS and Common Voting Shares, par value $0.01 per share, of EWS (the “Distribution”); and

     WHEREAS, in connection therewith and in order to ensure an orderly transition under the Separation Agreement, EWS desires to provide, through the EWS Service Providers, to the SNI Group certain transition services (the “EWS Services”) with respect to the operation of the SNI Group following the Distribution Date, and SNI desires to provide, through the SNI Service Providers, to the EWS Group certain transition services (the “SNI Services”) with respect to the operation of the EWS Group following the Distribution Date, as such EWS Services and SNI Services are more fully described in separate schedules (all such schedules, including any appendices, exhibits or other attachments thereto, the “Schedules,” and each, a “Schedule”) to this Agreement and pursuant to Section 2.10.

     NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation.

     “Additional EWS Scheduled Service” shall have the meaning assigned to it in Section 2.03.

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     “Additional SNI Scheduled Service” shall have the meaning assigned to it in Section 2.04.

     “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

     “Agreement” shall have the meaning assigned to it in the preamble.

     “Ancillary Agreements” means the Employee Matters Agreement, the Trademark License Agreement, the Transition Services Agreement, the Tax Allocation Agreement, the Software License Agreement and the Retransmission Agreement.

     “Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

     “Best Efforts” means with respect to either Party, the efforts that such Party would use on behalf of itself to enforce its rights against a third party or cause such third party to honor its obligations to such Party under any agreement with such third party.

     “Consents” means any consents, waivers, notices, reports or other filings to be made, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any Governmental Authority.

     “Defaulting Party” shall have the meaning assigned to it in Section 4.03(a)(i).

     “Distribution” shall have the meaning assigned to it in the preamble.

     “Distribution Date” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of EWS in its sole and absolute discretion.

     “EWS” shall have the meaning assigned to it in the preamble.

     “EWS Business” means all businesses and operations conducted by the EWS Group from time to time, whether prior to, at or after the Distribution Date, other than the SNI Business.

     “EWS Data” means all data relating primarily to the EWS Business (including all files, records and other Information relating primarily to the EWS Business that have been uploaded to Software at any time since EWS or SNI began using such Software, whether uploaded prior to, on, or after the Distribution Date).

     “EWS Group” means, as of the Distribution Date, EWS and each of its Subsidiaries, including those Subsidiaries set forth on Exhibit 1.01(a), and any corporation or entity that may become part of such Group from time to time thereafter. The EWS Group shall not include any member of the SNI Group.

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     “EWS Service Providers” means the EWS Group members and any Third Party Service Provider, in each case, to the extent such Person is providing the EWS Services on behalf of EWS pursuant to any Schedule.

     “EWS Services” shall have the meaning assigned to it in the recitals.

     “EWS Transition Plan” shall have the meaning assigned to it in Section 2.10(c).

     “Force Majeure Event” means any act of God, fire, flood, storm or explosion; any strike, lockout or other labor disturbance; any material shortage of facilities, labor, materials or equipment; any delay in transportation, breakdown or accident; any Law; any riot, war, act of terror, rebellion or insurrection; any embargo or fuel or energy shortage; any interruption in telecommunications or utilities services; or any other event, in each case beyond the control of a Party and that actually prevents, hinders or delays such Party from performing its obligations under this Agreement.

     “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority.

     “Group” means the EWS Group or the SNI Group as the context requires.

     “Information” means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other technical, financial, legal, employee or business information or data.

     “Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, trade names and the goodwill associated with the foregoing; (ii) patents and patent applications and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights; (iii) inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) writings and other works of authorship; (v) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information and rights to limit the use or disclosure thereof by any Person; (vi) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation (collectively, “Software”); (vii) domain names and uniform resource locators; (viii) moral rights; (ix) privacy and publicity rights; (x) advertising and promotional materials, whether or not copyrightable; and (xi) claims, causes of action and defenses relating to the enforcement of any of the foregoing; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any Governmental Authority in any jurisdiction.

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     “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

     “Liabilities” means all debts, liabilities, obligations, responsibilities, response actions, Losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, on- or off-balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, or other pronouncements of Governmental Authorities constituting an Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third party administrators and costs related thereto or to the investigation or defense thereof.

     “Loss” shall have the meaning assigned to it in Section 9.06.

     “Non Defaulting Party” shall have the meaning assigned to it in Section 4.03(a).

     “Party” or “Parties” shall have the meaning assigned to such terms in the preamble.

     “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

     “Prime Rate” means the “prime rate” published in the “Money Rates” section of The Wall Street Journal. If The Wall Street Journal ceases to publish the “prime rate,” then the Parties shall mutually agree to an equivalent publication that publishes such “prime rate,” and if such “prime rate” is no longer generally published or is limited, regulated or administered by a Governmental Authority, then a comparable interest rate index mutually agreed to by the Parties.

     “Registration Statement” means the Registration Statement on Form 10 of SNI as declared effective by the United States Securities and Exchange Commission relating to the registration under the United States Exchange Act of 1934, as amended, of the Class A Common Shares, par value $0.01 per share, of SNI, including any post-effective amendments thereto and all exhibits (including the SNI Information Statement) and other documents incorporated therein by reference.

     “Schedule” or “Schedules” shall have the meaning assigned to such terms in the recitals.

     “Separation Agreement” shall have the meaning assigned to it in the recitals.

     “Service Provider” means the EWS Service Providers and/or the SNI Service Providers, as the context requires.

     “Service Recipient” means either any member of the EWS Group , to the extent such member of the EWS Group is receiving a Service from an SNI Service Provider, or any member of the SNI Group , to the extent such member of the SNI Group is receiving a Service from an EWS Service Provider, as the context requires.

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     “Service Taxes” shall have the meaning assigned to it in Section 3.06.

     “Services” means the EWS Services and/or the SNI Services, as the context requires.

     “SNI” shall have the meaning assigned to it in the preamble.

     “SNI Business” means all businesses and operations conducted by the SNI Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the SNI Group as more fully described in the SNI Information Statement and excluding the EWS Business.

     “SNI Data” means all data relating primarily to the SNI Business (including all files, records and other Information relating primarily to the SNI Business that have been uploaded to Software at any time since EWS or SNI began using such Software, whether uploaded prior to, on, or after the Distribution Date).

     “SNI Group” means, as of the Distribution Date, SNI and each of its Subsidiaries, including those Subsidiaries set forth on Exhibit 1.01(b), and any corporation or entity that may become part of such Group from time to time thereafter. The SNI Group shall not include any member of the EWS Group.

     “SNI Information Statement” means the definitive information statement distributed to the holders of EWS Common Voting Shares in connection with the Distribution and filed with the United States Securities and Exchange Commission as Exhibit 99.1 to the Registration Statement or as an exhibit to a Form 8-K of SNI.

     “SNI Service Providers” means the SNI Group members and any Third Party Service Provider, in each case, to the extent such Person is providing the SNI Services on behalf of SNI pursuant to any Schedule.

     “SNI Services” shall have the meaning assigned to it in the recitals.

     “SNI Transition Plan” shall have the meaning assigned to it in Section 2.10(b).

     “Software” shall have the meaning assigned to it in Section 1.01.

     “Subsidiary” means, with respect to any specified Person, any other Person of which the specified Person (either alone or through or together with any other Subsidiary of such Person) owns, directly or indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity and, solely for purposes of determining whether an entity is within the EWS Group or the SNI Group, any other Person that directly, or indirectly through one or more intermediaries, is controlled by such specified Person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

     “SOX” means the Sarbanes-Oxley Act of 2002, as amended from time to time.

     “Taxes” means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax or any other tax, custom, duty, governmental fee or other like assessment

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or charge or any kind whatsoever, together with any interest or penalty or addition thereto, whether disputed or not, imposed by any Governmental Authority.

     “Tax Return” means any return, report or similar statement required to be filed with respect to any Tax (including any attached Schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

     “Team Leader” shall have the meaning assigned to it in Section 7.01.

     “Third Party Service Provider” means any third party that is providing Services on behalf of EWS or SNI pursuant to any Schedule.

     “Third Party Vendor Costs” shall have the meaning assigned to it in Section 3.03.

     “Transition Plans” means the EWS Transition Plan and/or the SNI Transition Plan, as the context requires.

     “Transition Team” shall have the meaning assigned to it in Section 7.01.

     SECTION 1.02. General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II
TRANSITION SERVICES

     SECTION 2.01. EWS Scheduled Services. During the term of this Agreement, EWS shall provide, or shall cause one or more EWS Service Providers to provide, to the applicable member or members of the SNI Group (such member or members of the SNI Group as determined by SNI in its sole discretion), the EWS Services, as such EWS Services are more particularly described in the applicable Schedules attached hereto, upon the terms and subject to the conditions of this Agreement and such applicable Schedules, including such EWS Services as shall be specified in the Schedules as contemplated by Section 2.10.

     SECTION 2.02. SNI Scheduled Services. During the term of this Agreement, SNI shall provide, or shall cause one or more SNI Service Providers to provide, to the applicable member or members of the EWS Group (such member or members of the EWS Group as determined by EWS in its sole discretion), the SNI Services, as such SNI Services are more particularly described in the applicable Schedules attached hereto, upon the terms and subject to the conditions of this Agreement and such applicable Schedules, including such SNI Services as shall be specified in the Schedules as contemplated by Section 2.10.

     SECTION 2.03. Additional EWS Scheduled Services. If, from time to time during the term of this Agreement, SNI determines that the provision of a service by the EWS Group that is not described on

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the Schedules is reasonably necessary to enable the SNI Group to operate the SNI Business, including any Services contemplated by Section 2.10, and such service (whether or not then currently being provided) is not included in a Schedule (such service, including the right to use, or the use of, any Asset in connection with such service, hereinafter referred to as an “Additional EWS Scheduled Service”), then SNI may give written notice thereof to EWS in accordance with Section 11.01 hereof. Upon receipt of such notice by EWS, if EWS is reasonably able to provide, or cause to be provided, such Additional EWS Scheduled Service, the Parties will negotiate in good faith, on an arms’-length basis, to attempt to agree on a Schedule setting forth the Additional EWS Scheduled Service, the terms and conditions (including any service level requirements) for the provision of such Additional EWS Scheduled Service and the fees and expenses payable by SNI for such Additional EWS Scheduled Service.

     SECTION 2.04. Additional SNI Scheduled Services. If, from time to time during the term of this Agreement, EWS determines that the provision of a service by the SNI Group that is not described on the Schedules is reasonably necessary to enable the EWS Group to operate the EWS Business, including any Services contemplated by Section 2.10, and such service (whether or not then currently being provided) is not included in a Schedule (such service, including the right to use, or the use of, any Asset in connection with such service, herein after referred to as an “Additional SNI Scheduled Service”), then EWS may give written notice thereof to SNI in accordance with Section 11.01 hereof. Upon receipt of such notice by SNI, if SNI is reasonably able to provide, or cause to be provided, the Additional SNI Scheduled Service, the Parties will negotiate in good faith, on an arms’-length basis, to attempt to agree on a Schedule setting forth the Additional SNI Scheduled Service, the terms and conditions (including any service level requirements) for the provision of such Additional SNI Scheduled Service and the fees payable by EWS for such Additional SNI Scheduled Service.

     SECTION 2.05. Scope of EWS Services; Standard of Performance for EWS Services.

          (a) EWS shall provide, or shall cause to be provided, the EWS Services in a manner and at a level that is substantially similar in all material respects to the typical manner and average level at which such EWS Services were provided to the applicable member or members of the SNI Group during the six-month period prior to the Distribution Date, except to the extent that (i) a different manner or level of an EWS Service is set forth in a Schedule, in which case such EWS Service shall be provided in the manner and level as set forth in each such applicable Schedule or (ii) such EWS Service has not been provided during the six-month period prior to the Distribution Date and the applicable Schedule does not set forth a manner or level at which such EWS Service is to be provided, in which case, such EWS Service shall be provided in the same manner and at the same level at which such EWS Service was provided to the applicable member or members of the SNI Group on the last occasion (or during the six-month period prior to the last occasion) such EWS Service was provided to any member of the SNI Group.

          (b) Notwithstanding Section 2.05(a), EWS may change from time to time the manner in which any EWS Service is provided to the SNI Group, to the extent that EWS is making a similar change in performing a substantially similar service for itself or its Subsidiaries and if EWS provides SNI substantially the same notice (in content and timing) as EWS provides itself and its Subsidiaries with respect to such change; provided, that, EWS may not make any change to the manner in which any EWS Service is provided to the SNI Group if such change would result in a violation, or cause any member of the SNI Group to be in violation, of applicable Law; provided, further, if SNI can demonstrate, in accordance with the terms of this Agreement, that such change is not commercially reasonable and the SNI Group has suffered a material financial harm as a result of such change, EWS shall be required to restore, or cause to be restored, the manner in which such EWS Service is provided to the SNI Group to the manner required by Section 2.05(a). No such change shall affect the fees and expenses for, or materially diminish the quality of, the applicable EWS Service.

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          (c) Notwithstanding anything contained herein, EWS may decline to provide all or any part of any particular Service, if EWS reasonably believes that the performance of any EWS Service Provider’s obligations relating thereto would violate any applicable Law applicable to such EWS Service Provider’s business, but only (i) to the extent reasonably necessary for such EWS Service Provider to ensure compliance therewith, (ii) after such EWS Service Provider has applied commercially reasonable efforts to reduce the amount and/or effect of any such restrictions and (iii) after EWS has delivered written notice to SNI specifying in reasonable detail the nature of the applicable restrictions and of any proposed resulting modification in such EWS Service Provider’s obligations.

          (d) Subject to Section 9.03, in no event shall EWS be liable or accountable, in damages or otherwise, for any error of judgment or any mistake of fact or Law or for any action or omission in connection with the provision of the EWS Services by any EWS Service Provider that such EWS Service Provider took or refrained from taking in good faith hereunder, except in the case of such EWS Service Provider’s intentional breach, fraud, gross negligence or willful misconduct.

     SECTION 2.06. Scope of SNI Services; Standard of Performance for SNI Services.

          (a) SNI shall provide, or shall cause to be provided, the SNI Services in a manner and at a level that is substantially similar in all material respects to the typical manner and average level at which such SNI Services were provided to the applicable member or members of the EWS Group during the six-month period prior to the Distribution Date, except to the extent that (i) a different manner or level of an SNI Service is set forth in a Schedule, in which case such SNI Service shall be provided in the manner and level as set forth in each such applicable Schedule or (ii) such SNI Service has not been provided during the six-month period prior to the Distribution Date and the applicable Schedule does not set forth a manner or level at which such SNI Service is to be provided, in which case, such SNI Service shall be provided in the same manner and at the same level at which such SNI Service was provided to the applicable member or members of the EWS Group on the last occasion (or during the six-month period prior to the last occasion) such SNI Service was provided to any member of the EWS Group.

          (b) Notwithstanding Section 2.06(a), SNI may change from time to time the manner in which any SNI Service is provided to the EWS Group, to the extent that SNI is making a similar change in performing a substantially similar service for itself or its Subsidiaries and if SNI provides EWS substantially the same notice (in content and timing) as SNI provides itself and its Subsidiaries with respect to such change; provided, that, SNI may not make any change to the manner in which any SNI Service is provided to the EWS Group if such change would result in a violation, or cause any member of the EWS Group to be in violation, of applicable Law; provided, further, if EWS can demonstrate, in accordance with the terms of this Agreement, that such change is not commercially reasonable and the EWS Group has suffered a material financial harm as a result of such change, SNI shall be required to restore, or cause to be restored, the manner in which such SNI Service is provided to the EWS Group to the manner required by Section 2.06(a). No such change shall affect the fees and expenses for, or materially diminish the quality of, the applicable SNI Service.

          (c) Notwithstanding anything contained herein, SNI may decline to provide all or any part of any particular Service, if SNI reasonably believes that the performance of any SNI Service Provider’s obligations relating thereto would violate any applicable Law applicable to such SNI Service Provider’s business, but only (i) to the extent reasonably necessary for such SNI Service Provider to ensure compliance therewith, (ii) after such SNI Service Provider has applied commercially reasonable efforts to reduce the amount and/or effect of any such restrictions and (iii) after SNI has delivered written notice to EWS specifying in reasonable detail the nature of the applicable restrictions and of any proposed resulting modification in such SNI Service Provider’s obligations.

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          (d) Subject to Section 9.04, in no event shall SNI be liable or accountable, in damages or otherwise, for any error of judgment or any mistake of fact or Law or for any action or omission in connection with the provision of the SNI Services by any SNI Service Provider that such SNI Service Provider took or refrained from taking in good faith hereunder, except in the case of such SNI Service Provider’s intentional breach, fraud, gross negligence or willful misconduct.

     SECTION 2.07. Personnel Providing Services; Subcontracting.

          (a) Each Service Provider shall have the sole and exclusive responsibility for selecting and managing their personnel who provide the applicable Services and shall supervise them in connection with the performance of the applicable Services. Such personnel shall be qualified, in the reasonable opinion of such Service Provider, for the tasks to which they are assigned. Such Service Provider shall pay and be responsible for all wages, salary or other compensation, taxes, insurance and, except as expressly specified herein or in any Schedule or separate agreement, other costs and expenses with respect to such personnel.

          (b) To the extent that any Service Provider determines that it is desirable for any reason in its sole discretion, such Service Provider may, without revising the fees otherwise charged to the Service Recipient, contract with reasonably qualified third parties to provide any or all Services to the applicable Service Recipient for all or part of the remainder of the term of this Agreement. No such Third Party Service Provider shall be provided access to any Information of Service Recipient or the applicable member of its Group unless such Third Party Service Provider is bound by non-disclosure obligations at least as restrictive as those contained herein.

          (c) Each Service Provider shall remain fully responsible for its performance of the applicable Services in accordance with the terms hereof, including any obligations it performs through Third Party Service Providers, and each Service Provider shall be solely responsible for all payments due to Third Party Service Providers. Notwithstanding anything contained herein to the contrary, amounts due from any Service Provider to its subcontractors shall not be included in, or be deemed to be, Third Party Vendor Costs to the extent such amounts are for services that are duplicative of any Services for which any Service Provider is charging a fee hereunder.

          (d) In the event any Liability arises from the performance of the Services hereunder by a Third Party Service Provider, the Service Provider shall not be released from its responsibilities under this Agreement and all applicable Service Recipients shall be subrogated to such rights, if any, as the applicable Service Provider may have against such Third Party Service Provider with respect to the Services provided by such Third Party Service Provider to or on behalf of the Service Recipient.

     SECTION 2.08. Interruption of Services.

          (a) If, due to a Force Majeure Event, an EWS Service Provider is unable, wholly or partially, to perform its obligations hereunder, then EWS shall be relieved of liability and shall suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided, that, (i) EWS gives SNI prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform the obligations hereunder and a reasonably detailed description of the cause thereof and (ii) in the event such whole or partial inability to perform its obligations hereunder is a result of such EWS Service Provider’s capacity or similar limitations, with respect to the allocation of such limited resources, the SNI Group shall be treated no less favorably by such EWS Service Provider than EWS or any Subsidiary of EWS. If EWS fails to promptly give notice of such Force Majeure Event, then EWS shall only be relieved from such performance or compliance from and after the giving of such

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notice. EWS shall or shall cause the applicable EWS Service Provider(s) to use its commercially reasonable efforts to remedy the situation caused by such Force Majeure Event and remove, so far as possible and with reasonable timeliness, the cause of its inability to perform or comply. EWS shall give SNI prompt notice of the cessation of the Force Majeure Event.

          (b) If, due to a Force Majeure Event, an SNI Service Provider is unable, wholly or partially, to perform its obligations hereunder, then SNI shall be relieved of liability and shall suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided, that, (i) SNI gives EWS prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform the obligations hereunder and a reasonably detailed description of the cause thereof and (ii) in the event such whole or partial inability to perform its obligations hereunder is a result of such SNI Service Provider’s capacity or similar limitations, with respect to the allocation of such limited resources, the EWS Group shall be treated no less favorably by such SNI Service Provider than SNI or any Subsidiary of SNI. If SNI fails to promptly give notice of such Force Majeure Event, then SNI shall only be relieved from such performance or compliance from and after the giving of such notice. SNI shall or shall cause the applicable SNI Service Provider(s) to use its commercially reasonable efforts to remedy the situation caused by such Force Majeure Event and remove, so far as possible and with reasonable timeliness, the cause of its inability to perform or comply. SNI shall give EWS prompt notice of the cessation of the Force Majeure Event.

     SECTION 2.09. Disaster Recovery and Business Continuity.

          (a) The EWS Service Providers will document the process for recovering and maintaining operations and services in the event of a disruption of normal operations, a disaster, a Force Majeure Event or other unforeseen circumstance, which documentation will include procedures for an orderly restoration of the computing environment, applications and network services. The intent of such documentation is to document steps to remedy the impact or disruption of services within an acceptable recovery time period. The EWS Service Providers will periodically review and maintain such documentation throughout the term of this Agreement. The EWS Service Providers will notify SNI of any material change or modification in such documentation.

          (b) The EWS Service Providers will back-up all system software, applications and data as frequently and in such manner as shall be substantially comparable to the frequency and manner that was practiced by the Parties during the six-month period prior to the Distribution Date. Each EWS Service Provider will perform all such back-ups in accordance with such EWS Service Provider’s internal policies and procedures. Without limiting the foregoing, the EWS Service Providers will (i) properly store offsite all back-up tapes, disks and other media, (ii) maintain a log of all back-ups to ensure proper rotation of back-up tapes, disks and other media and (iii) perform back-ups at least weekly and send back-up tapes, disks and other media offsite within 48 hours.

          (c) The SNI Service Providers will document the process for recovering and maintaining operations and services in the event of a disruption of normal operations, a disaster, a Force Majeure Event or other unforeseen circumstance, which documentation will include procedures for an orderly restoration of the computing environment, applications and network services. The intent of such documentation is to document steps to remedy the impact or disruption of services within an acceptable recovery time period. The SNI Service Providers will periodically review and maintain such documentation throughout the term of this Agreement. The SNI Service Providers will notify EWS of any material change or modification in such documentation.

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          (d) The SNI Service Providers will back-up all system software, applications and data as frequently and in such manner as shall be substantially comparable to the frequency and manner that was practiced by the Parties during the six-month period prior to the Distribution Date. Each SNI Service Provider will perform all such back-ups in accordance with such SNI Service Provider’s internal policies and procedures. Without limiting the foregoing, the SNI Service Providers will (i) properly store offsite all back-up tapes, disks and other media, (ii) maintain a log of all back-ups to ensure proper rotation of back-up tapes, disks and other media and (iii) perform back-ups at least weekly and send back-up tapes, disks and other media offsite within 48 hours.

     SECTION 2.10. Transition of Responsibilities.

          (a) Each Party agrees to use its good faith efforts to reduce or eliminate its and the other members of its Group’s dependency on each Service provided by the other Party and members of its Group as soon as is reasonably practicable and, in any event, at the times or upon the occurrence of any events described in the SNI Transition Plan or EWS Transition Plan, as the case may be. Each Party further agrees, for itself and each Service Provider within its Group, to cooperate with the other Party and the Service Recipients within its Group, to facilitate the orderly transition of responsibility for each Service to the Service Recipient or any third party designated by the Service Recipient, including by providing the transition and termination services described in the SNI Transition Plan or EWS Transition Plan, as the case may be.

          (b) As promptly as practicable, EWS and SNI will agree in good faith to a plan for SNI to assume responsibility or eliminate the need for the provision of each EWS Service including such matters as shall be set forth in the Schedules (the “SNI Transition Plan”). The SNI Transition Plan will contain a schedule of transition events, including the expected date by which the SNI Transition Plan for each EWS Service will be completed, any training (including the transfer of knowledge and expertise) or other services that will be needed by the SNI Group members (or their third party designees) and the estimated costs and expenses, if any, to be paid by SNI to EWS with respect to such training and other services that EWS agrees to provide to the SNI Group members in order to facilitate the completion of the SNI Transition Plan. The SNI Transition Plan shall incorporate, without duplication of fees or expenses payable by the Service Recipient, all agreements with respect to such matters as shall be set forth in the Schedules.

          (c) As promptly as practicable, EWS and SNI will agree in good faith to a plan for EWS to assume responsibility or eliminate the need for the provision of each SNI Service including such matters as shall be set forth in the Schedules (the “EWS Transition Plan”). The EWS Transition Plan will contain a schedule of transition events, including the expected date by which the EWS Transition Plan for each SNI Service will be completed, any training (including the transfer of knowledge and expertise) or other services that will be needed by the EWS Group members (or their third party designees) and the estimated costs and expenses, if any, to be paid by EWS to SNI with respect to such training and other services that SNI agrees to provide to the EWS Group members in order to facilitate the completion of the EWS Transition Plan. The EWS Transition Plan shall incorporate, without duplication of fees or expenses payable by the Service Recipient, all agreements with respect to such matters as shall be set forth in the Schedules.

          (d) If either Party from time to time determines that a modification to the SNI Transition Plan or EWS Transition Plan is reasonably necessary, then such Party may give written notice thereof to the other Party in accordance with Section 11.01 hereof and the Parties will negotiate in good faith, on an arms’-length basis, to attempt to agree on terms and conditions in respect of such requested modification, including any fees or expenses payable in connection therewith. Any modification within the subject matter of a request for Additional EWS Scheduled Services pursuant to Section 2.03 shall be

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governed exclusively by Section 2.03. Any modification within the subject matter of a request for Additional SNI Scheduled Services pursuant to Section 2.04 shall be governed exclusively by Section 2.04.

     SECTION 2.11. Insurance.

          (a) During the term of this Agreement, each Party shall obtain and maintain the following insurance: (i) Commercial General Liability with combined single limit of not less than $1,000,000.00 each occurrence for bodily injury and property damage; (ii) Worker’s Compensation in amounts required by applicable law and Employer’s Liability with a limit of at least $1,000,000.00 each accident; and (iii) Automobile Liability including coverage for owned/leased, non-owned or hired automobiles with combined single limit of not less than $1,000,000.00 each accident.

          (b) All insurance policies obtained from U.S. insurers shall be maintained with companies rated A or better by Best’s Key Rating Guide, and each party shall, upon request, provide the other party with an insurance certificate confirming compliance with the requirements of this Section 2.11(b).

          (c) Each Party shall exercise its commercially reasonable efforts to obtain from the insurance companies providing the coverage required by this Agreement waivers of their rights to subrogation against the other Party, its Subsidiaries, assignees, officers, directors and employees.

ARTICLE III
FEES AND EXPENSES

     SECTION 3.01. Fees and Expenses. The fees and expenses for each of the Services to be provided hereunder shall be as set forth in the Schedules and Transition Plans; provided that the applicable fees shall be as set forth on the Rate Card attached hereto as Schedule 3.01 in the event not otherwise specified in a Schedule. The amount of each fee for Services set forth in the Schedules shall increase automatically by an amount equal to 3.5% of such fee on January 1, 2009 and each January 1st thereafter until this Agreement or the applicable Service is terminated in accordance with the terms hereof.

     SECTION 3.02. Billing and Payment; No Set-off. Amounts payable in respect of Services under this Agreement shall be invoiced to the Party receiving such Services monthly in arrears and paid to the Party providing such Services, as directed by such providing Party, which amounts shall be due within 30 days after the date of invoice. All amounts due and payable hereunder shall be invoiced and, except as set forth in any Schedule or Transition Plan, paid in U.S. dollars without offset, set-off, deduction or counterclaim, however arising.

     SECTION 3.03. Third Party Vendor Costs. In order to provide the Services, the Parties acknowledge and agree that it may be necessary for a Service Provider to pay third party suppliers or vendors incremental or other costs and expenses or new costs or expenses, other than and in addition to the costs and expenses payable to third party suppliers or vendors expressly described in Schedules or Transition Plans, incidental to providing the Services, including programming fees, maintenance fees, initiation and set up costs and license fees and costs associated with any third party intellectual property (all such costs and expenses, the “Third Party Vendor Costs”). Unless specified otherwise in the applicable Schedule(s), all such amounts shall be included in the amounts payable by the Party receiving the applicable Services pursuant to Section 3.02.

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     SECTION 3.04. Additional Costs.

          (a) SNI shall reimburse EWS for the costs designated in each Schedule or Transition Plan as reimbursable by SNI. If it is necessary for any EWS Service Provider to incur any additional costs in connection with the provision of the EWS Services, other than any Third Party Vendor Costs (which Third Party Vendor Costs are governed by Section 3.03), EWS shall inform SNI of such need before any such additional cost is incurred. Upon mutual written agreement of SNI and EWS, as to the necessity of any such increase, subject to the remainder of this Section 3.04(a), SNI shall pay to EWS, upon completion of the related EWS Services, an amount equal to the estimated costs and expenses to be reasonably incurred in connection therewith. If the actual costs and expenses incurred by such EWS Service Provider are greater than the estimated costs, the necessity of increased costs shall again be subject to the mutual written agreement of the Parties, and if the Parties cannot agree, (i) SNI shall pay to EWS an amount equal to the estimated costs and expenses and (ii) EWS shall not receive payment or reimbursement for any such increased costs in connection with the provision of such EWS Service to the extent not previously agreed upon by the Parties. If the actual costs and expenses incurred by such EWS Service Provider are less than the estimated costs and expenses, SNI shall pay to EWS an amount equal to the actual costs and expenses.

          (b) EWS shall reimburse SNI for the costs designated in each Schedule or Transition Plan as reimbursable by EWS. If it is necessary for any SNI Service Provider to incur any additional costs in connection with the provision of the SNI Services, other than any Third Party Vendor Costs (which Third Party Vendor Costs are governed by Section 3.03), SNI shall inform EWS of such need before any such additional cost is incurred. Upon mutual written agreement of EWS and SNI, as to the necessity of any such increase, subject to the remainder of this Section 3.04(a), EWS shall pay to SNI, upon completion of the related SNI Services, an amount equal to the estimated costs and expenses to be reasonably incurred in connection therewith. If the actual costs and expenses incurred by such SNI Service Provider are greater than the estimated costs, the necessity of increased costs shall again be subject to the mutual written agreement of the Parties, and if the Parties cannot agree, (i) EWS shall pay to SNI an amount equal to the estimated costs and expenses and (ii) SNI shall not receive payment or reimbursement for any such increased costs in connection with the provision of such SNI Service to the extent not previously agreed upon by the Parties. If the actual costs and expenses incurred by such SNI Service Provider are less than the estimated costs and expenses, EWS shall pay to SNI an amount equal to the actual costs and expenses.

     SECTION 3.05. Late Payments. Late payments shall bear interest at a rate per annum equal to the Prime Rate plus 2%.

     SECTION 3.06. Tax Matters.

          (a) Each Party in its capacity as Service Recipient shall pay or cause to be paid all sales, service, valued added, use, excise, occupation and other similar taxes and duties (together in each case with all interest, penalties, fines and additions thereto) that are assessed against either Party on the provision of Services as a whole, or any particular Service (including with respect to amounts paid by the Service Provider to third parties), including Additional EWS Scheduled Services or Additional SNI Scheduled Services, as applicable, received by any applicable Service Recipient or any members of its Group from any Service Provider or any members of its Group pursuant to the terms of this Agreement (collectively, “Service Taxes”). If required under applicable Law (or in the case of Service Taxes relating to amounts paid by the Service Provider to third parties), each Service Provider shall invoice the Service Recipient for the full amount of all Service Taxes, and such Service Recipient shall pay, in addition to the other amounts required to be paid pursuant to the terms of this Agreement, such Service Taxes to such Service Provider.

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          (b) Notwithstanding anything to the contrary contained herein, each Service Provider shall not be liable for any claim in respect of Services relating to Taxes or Tax Returns of the Service Recipient or any other member of its Group, except to the extent that such claim arises from the willful misconduct or gross negligence of such Service Provider.

ARTICLE IV
TERM; TERMINATION

     SECTION 4.01. Term. This Agreement shall commence on the Distribution Date and unless terminated earlier in accordance with this Article IV, will terminate on the earlier to occur of (a) the second anniversary of the Distribution Date and (b) the date on which the terms of all the Schedules have expired or been terminated.

     SECTION 4.02. Force Majeure Event Early Termination of Services. In the event that pursuant to Section 2.08, a Service Provider reduces or suspends the provision of any Service due to a Force Majeure Event and such reduction or suspension continues for 15 days, the other Party may immediately terminate the applicable Service, upon written notice and without any reimbursement obligation.

     SECTION 4.03. Early Termination of this Agreement.

          (a) This Agreement may be terminated by (x) the mutual written consent of each Party, (y) as may be set forth in the applicable Schedule or (z) by a Party (a “Non Defaulting Party”) upon written notice to the other Party if:

          (i) the other Party fails in any material respect to perform its obligations under or breaches in any material respect this Agreement (the “Defaulting Party”) and such failure to perform or breach of an obligation is not cured within 30 days of the date on which written notice is received by the Defaulting Party setting forth in reasonable detail the manner in which the Defaulting Party failed to perform its obligations hereunder and stating that the Non-Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure or breach is not cured within 30 days of such notice; or

          (ii) the other Party makes a general assignment for the benefit of creditors, becomes insolvent, or has a receiver appointed or reorganization or arrangement proceedings approved by a court.

          (b) Any Service or Services provided hereunder may be terminated by a Service Recipient upon 30 days’ prior written notice (or such period of time set forth in the applicable Schedule, if different) to the relevant Service Provider(s) of such Service or Services for any or no reason; provided, that such termination does not materially adversely affect the Service Provider or the members of its Group.

          (c) Any termination notice delivered by any Party shall specify the effective date of termination and, where applicable, in detail the Service or Services to be terminated.

     SECTION 4.04. Sums Due.

          (a) In the event of a termination (including any termination pursuant to Section 4.02) or expiration of this Agreement (or Services under one or more Schedules), EWS shall be entitled to the payment or reimbursement of, and SNI shall, or shall cause the other applicable member(s) of its Group to, pay and reimburse EWS, on the date of such termination or expiration (i) any amounts due to any

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EWS Service Provider under this Agreement with respect to the applicable terminated or expired EWS Service(s) and (ii) any amounts accrued in connection with the provision of the applicable terminated or expired EWS Service(s) through the date of such termination or expiration but not yet invoiced by any EWS Service Provider under this Agreement, as if such amounts were invoiced on the date of such termination or expiration.

          (b) In the event of a termination (including any termination pursuant to Section 4.02) or expiration of this Agreement (or Services under one or more Schedules), SNI shall be entitled to the payment or reimbursement of, and EWS shall, or shall cause the other applicable member(s) of its Group to, pay and reimburse SNI, on the date of such termination or expiration (i) any amounts due to any SNI Service Provider under this Agreement with respect to the applicable terminated or expired SNI Service(s) and (ii) any amounts accrued in connection with the provision of the applicable terminated or expired SNI Service(s) through the date of such termination or expiration but not yet invoiced by any SNI Service Provider under this Agreement, as if such amounts were invoiced on the date of such termination or expiration.

     SECTION 4.05. Effect of Termination. Articles I, III, VI, VIII, IX, X and XI and Sections 4.04 and 4.05 shall survive any termination of this Agreement.

ARTICLE V
THIRD PARTY RIGHTS

     SECTION 5.01. Third Parties and EWS Services.

          (a) EWS and SNI shall cooperate to attempt to obtain all Consents (including those set forth on Exhibits 5.01 and 5.02) sufficient to enable the EWS Service Providers to perform the EWS Services in accordance with this Agreement for any third party Software or other Intellectual Property related to the provision of the EWS Services; provided, that, EWS shall not be required to incur any costs in connection therewith. SNI shall cooperate with EWS in obtaining all such required Consents related to the provision of the EWS Services and SNI shall bear any costs incurred in connection therewith, provided, further, that SNI shall only be required to reimburse EWS for those expenses incurred by EWS that SNI has previously approved in writing. Attached hereto as Exhibit 5.01 is a list of required Consents for any third party Software or other Intellectual Property known to be related to, and necessary for, the provision of the EWS Services and an estimate of charges to be imposed by third party software providers. In the event that any such Consent is not obtained, then, unless and until such Consent is obtained, during the term of the applicable Schedule, the Parties shall cooperate with each other in attempting to achieve a reasonable alternative arrangement with respect to such third party Software or Intellectual Property for SNI to continue to process its work and for the EWS Service Providers to perform the EWS Services. Notwithstanding anything contained in this Agreement, EWS’ obligations hereunder to provide the EWS Services that require third party Intellectual Property are subject to such third party granting the applicable members of the EWS Group a valid and enforceable license (or waiving the requirement to obtain a license) to use its Intellectual Property for the purposes described herein.

          (b) Nothing contained in this Agreement shall preclude SNI from enforcing any rights or benefits available to it or EWS, or availing itself of any rights or defenses available to it or EWS under any third party agreement pursuant to which EWS Services are being provided to SNI.

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     SECTION 5.02. Third Parties and SNI Services.

          (a) EWS and SNI shall cooperate to attempt to obtain all Consents (including those set forth on Exhibits 5.01 and 5.02) sufficient to enable the SNI Service Providers to perform the SNI Services in accordance with this Agreement for any third party Software or other Intellectual Property related to the provision of the SNI Services; provided, that, SNI shall not be required to incur any costs in connection therewith. EWS shall cooperate with SNI in obtaining all such required Consents related to the provision of the SNI Services and EWS shall bear any costs in connection therewith; provided, further, that EWS shall only be required to reimburse SNI for those expenses incurred by SNI that EWS has previously approved in writing. Attached hereto as Exhibit 5.02 is a list of required Consents for any third party Software or other Intellectual Property known to be related to, and necessary for, the provision of the SNI Services and an estimate of charges to be imposed by third party Software providers. In the event that any such Consent is not obtained, then, unless and until such Consent is obtained, during the term of the applicable Schedule, the Parties shall cooperate with each other in attempting to achieve a reasonable alternative arrangement with respect to such third party Software or Intellectual Property for EWS to continue to process its work and for the SNI Service Providers to perform the SNI Services. Notwithstanding anything contained in this Agreement, SNI’s obligations hereunder to provide the SNI Services that require third party Intellectual Property are subject to such third party granting the applicable members of the SNI Group a valid and enforceable license (or waiving the requirement to obtain a license) to use its Intellectual Property for the purposes described herein.

          (b) Nothing contained in this Agreement shall preclude EWS from enforcing any rights or benefits available to it or SNI, or availing itself of any rights or defenses available to it or SNI under any third party agreement pursuant to which SNI Services are being provided to EWS.

ARTICLE VI
INTERNAL CONTROLS

     SECTION 6.01. Access Rights of SNI. If requested by SNI, EWS shall and shall cause each EWS Service Provider to permit the SNI Group members reasonable access (in addition to the access required by Section 8.04) to its respective books, records, accountants (and EWS shall exercise commercially reasonable efforts to provide such access to its accountants’ work papers), personnel and facilities for the purpose of SNI’s testing and verification of the effectiveness of each EWS Service Provider’s controls with respect to EWS Services as is reasonably necessary to enable the management of SNI to comply with its obligations under SOX §404 and to enable SNI’s independent public accounting firm to attest to and report on the assessment of the management of SNI in accordance with SOX §404 and Accounting Standard No. 5, as amended, or as required by SNI’s external auditors; provided, however, that, except as set forth in Section 8.04, EWS shall not be required to furnish SNI access to any information other than information that relates specifically to EWS Services.

     SECTION 6.02. Access Rights of EWS. If requested by EWS, SNI shall and shall cause each SNI Service Provider to permit the EWS Group members reasonable access (in addition to the access required by Section 8.04) to its respective books, records, accountants (and SNI shall exercise commercially reasonable efforts to provide such access to its accountants’ work papers), personnel and facilities for the purpose of EWS’ testing and verification of the effectiveness of each SNI Service Provider’s controls with respect to SNI Services as is reasonably necessary to enable the management of EWS to comply with its obligations under SOX §404 and to enable EWS’ independent public accounting firm to attest to and report on the assessment of the management of EWS in accordance with SOX §404 and Accounting Standard No. 5, as amended, or as required by EWS’ external auditors; provided, however, that, except as set forth in Section 8.04, SNI shall not be required to furnish EWS access to any information other than Information that relates specifically to SNI Services.

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     SECTION 6.03. Procedures. Without limiting the generality of, and in order to give effect to, the foregoing provisions of Article VI:

          (a) the Parties shall cooperate from time to time to identify the significant processes provided by each Party to the other Party in connection with the provision of the Services hereunder;

          (b) each Party shall develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over such significant processes;

          (c) each Party as Service Provider shall provide to the other Party, its auditors and any third party that such other Party has retained to assist it with its SOX §404 compliance (subject to such third party’s having signed an appropriate confidentiality agreement with the Party that is providing the relevant Information), as soon as practical but no later than the 15th day of the month following each fiscal quarter end during which the Service Provider provided a Service comprising a significant process to the other Party, adequate documentation with respect to the testing of its controls over the significant processes;

          (d) in the event any deficiencies are found as a result of the testing, the Service Provider will notify the Service Recipient of such deficiencies as soon as practical but no later than the 15th day of the month following each fiscal quarter end, and the Service Provider and the Service Recipient shall cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; provided, however, that if a Party as Service Provider provides a substantially similar service for itself or its Subsidiaries, then such Party as Service Provider shall not be required to take any actions that are different from the actions that such Party is taking with respect to such services that it provides for itself or its Subsidiaries, unless the control deficiency is or could reasonably be expected to be a material weakness in the Service Recipients’ internal control over financial reporting (and the Service Recipient shall share its analysis in this regard with the Service Provider), in which case the Service Provider shall cooperate in good faith with the Service Recipient to develop and implement in a timely fashion commercially reasonable action plans and timetables to remedy the deficiency and/or implement adequate compensating controls such that the deficiency will not rise to the level of a material weakness; provided further, that, if, as a result of such remedy and/or implementation, the Service Provider is required to take actions that are different than the actions that the Service Provider is taking with respect to the substantially similar services that it provides for itself or its Subsidiaries, the Service Recipient shall be obligated to fund the incremental costs incurred by the Service Provider, including all out of pocket incremental costs, plus a reasonable allocation of costs of employees who are diverted from providing services that such employees would otherwise be providing to the Service Provider during the period of such remedy and/or implementation;

          (e) the Service Provider shall, if requested by the Service Recipient, make its personnel and testing and documentation available to the auditors of the Service Recipient to enable such auditors to attest to and report on the assessment of internal control over financial reporting of the management of the Service Recipient, and the Service Provider shall cooperate and assist the Service Recipient’s auditors in performing any process walkthroughs and process testing that such auditor may request of the significant processes; and

          (f) each Party as Service Provider shall provide written notice to the other Party, as soon as practical but no later than the 15th day of the month following each fiscal quarter end, of any significant change in control design by such Party or any of its other Group members during any fiscal quarter during the term of this Agreement.

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ARTICLE VII
TRANSITION TEAMS/SINGLE POINT OF CONTACT

     SECTION 7.01. Appointment of Transition Teams. Each Party shall designate one or more individuals who have practical knowledge and experience in each area of such Party’s operations that relate to the Services and are authorized to make decisions with respect to the Services (each a “Transition Team”). Without limiting the generality of the foregoing, and subject to the foregoing provision, each Transition Team will include individuals from such Party and its Subsidiaries whose experience includes, as applicable, the following areas: (i) information technology systems, (ii) human resources, (iii) accounting and finance, (iv) risk management and insurance, (v) tax, (vi) corporate development, (vii) financial services center, (viii) treasury, (ix) payroll, (x) real estate and facilities, (xi) product supplies and (xii) SEC and financial reporting. Each Party shall designate a member of its Transition Team as the leader of its respective Transition Team (each a “Team Leader”). The initial members of the Transition Team and the Team Leader for each of EWS and SNI are set forth on Exhibit 7.01, including each such person’s title, areas of expertise and relevant telephone, fax and email information. Each Team Leader shall coordinate the assignment of persons to its Transition Team and shall assess and monitor the performance of the Transition Services. The Transition Teams will be responsible for overseeing the completion of the Services in accordance with the terms and conditions hereof.

     SECTION 7.02. Transition Team Actions. The Transition Teams shall convene meetings on a mutually agreed upon periodic basis as required. It is the expectation of the Parties that the Transition Team members shall communicate directly with one another and work directly with one another to ensure that all Transition Services are completed on a timely and complete basis; provided that, (i) except for EWS’ Team Leader, the members of EWS’ Transition Team shall not have the legal authority to make or to modify any obligation or to waive any right on behalf of any EWS Service Provider and (ii) except for a SNI’s Team Leader, the members of SNI’s Transition Team shall not have the legal authority to make or to modify any obligation or to waive any right on behalf of any SNI Service Provider. The Team Leaders shall meet on such mutually agreed upon periodic basis as required, to discuss the status of the Transition Services, as well as to answer questions, gather information and resolve disputes that may occur from time to time. All meetings pursuant to this Section 7.02 may be face-to-face, video or telephonic meetings as may be agreed upon by the individuals participating is such meeting. Each Party shall bear all costs and expenses of such Party’s Transition Team related to attending or participating in Transition Team meetings.

ARTICLE VIII
CONFIDENTIALITY; NON-SOLICITATION; RECORDS; ACCESS

     SECTION 8.01. Confidentiality Obligations.

          (a) General. Each Party acknowledges that such Party has in its possession, and in connection with this Agreement such Party will receive, Information of the other Party that is not available to the general public and may constitute, contain or include material non-public Information of the other Party. Subject to Section 8.01(c) and Section 8.01(d), as of the Distribution Date, each Party, on behalf of itself and each other member of its Group, agrees to hold, and to cause its respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that such Party applies to its own confidential and proprietary Information pursuant to its applicable policies and procedures in effect as of the Distribution Date, all Information concerning the other Party (or its Business) and the other members of such other Party’s Group (or their respective Business) that is either in its possession (including Information in its possession prior to the Distribution Date) or furnished by the other Party or

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the other members of such other Party’s Group or their respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, and will not use such Information other than for such purposes as may be expressly permitted hereunder, except, in each case, to the extent that such Information: (i) is or becomes available to the general public, other than as a result of a disclosure by such Party or the other members of such Party’s Group or any of their respective directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel and other advisors and representatives in breach of this Agreement; (ii) was or becomes available to such Party or the other members of such Party’s Group on a non-confidential basis from a source other than the other Party or the other members of such other Party’s Group, provided, that, the source of such Information was not bound by a confidentiality obligation with respect to such Information, or otherwise prohibited from transmitting the Information to such Party or the other members of such Party’s Group by a contractual, legal or fiduciary obligation; or (iii) is independently generated by such Party or the other members of such Party’s Group without use of or reference to any proprietary or confidential Information of the other Party.

          (b) No Release, Compliance with Law, Return or Destruction. Following the Distribution Date, each Party agrees not to release or disclose, or permit to be released or disclosed, any Information of the other Party to any other Person, except its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who need to know such Information pursuant to this Agreement, and except in compliance with Section 8.01(c). Each Party shall advise its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who have been provided with such Information of such Party’s confidentiality obligations hereunder and that such Information may constitute, contain or include material non-public Information of the other Party. Following the Distribution Date, each Party shall, and shall cause, its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives who have been provided with such Information to use such Information only in accordance with (i) the terms of this Agreement and (ii) applicable Law (including federal and state securities Laws). Following the Distribution Date, each Party shall promptly, after receiving a written request of the other Party, return to the other Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon), as directed by the other Party.

          (c) Protective Arrangements. Notwithstanding anything herein to the contrary, in the event that, following the Distribution Date, either Party or any of its directors, officers, employees, agents, third-party contractors, vendors, accountants, counsel, lenders, investors and other advisors and representatives either determines on the advice of its counsel that it is required to disclose any Information of the other Party pursuant to applicable Law or the rules or regulations of a Governmental Authority or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party that is subject to the confidentiality provisions hereof, such Party shall, if possible, notify the other Party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. In the event that a protective arrangement is not obtained, the Person that received such request (i) may thereafter disclose or provide such Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority, without liability therefor and (ii) shall exercise its commercially reasonable efforts to have confidential treatment accorded any such Information so furnished.

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          (d) Certain Standards and Exceptions.

          (i) Nothing in this Agreement shall be construed to limit or prohibit either Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties (or from thereafter using or disclosing as such Party sees fit), any Information similar to or competitive with the Information contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information, provided that in connection with such creation, development, or acquisition such Party does not violate any of its obligations under this Agreement or any other agreement with the other Party. Notwithstanding the foregoing, neither Party shall, nor shall it assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the other Party’s confidential, non-public and proprietary Information.

          (ii) Nothing in this Agreement shall limit either Party’s ability to market, develop and provide products or services to others that are functionally comparable to those of the other Party, whether or not based on the same general business practices, concepts, techniques and routines contemplated by or embodied in the other Party’s confidential, non-public and proprietary Information.

          (iii) “Residuals” means Information retained in the memory of an employee of one Party pertaining to or resulting from the performance of services for the other Party, excluding, however, Information deliberately memorized to classify it as Residuals. Notwithstanding anything to the contrary in this Section 8.01, either Party shall be free to use for any purpose Residuals of its employees resulting from their access to or work with Information of the other Party if such Party otherwise complies with its obligations not to disclose Information of the other Party to third parties in violation of this Section 8.01; provided, that this provision does not grant either Party a license to use the other Party’s Intellectual Property.

     SECTION 8.02. Non-Solicitation.

          (a) For a period of two years from the Distribution Date, neither SNI nor any other member of the SNI Group shall, without the prior written approval of EWS, directly or indirectly, solicit any employees of any EWS Service Provider who are engaged in or were engaged in providing Services during the term of this Agreement, to terminate their relationship with any of the EWS Service Providers. The foregoing shall not apply to any solicitation of any employee or employment of any employee of any EWS Service Provider who (i) initially contacted any member of the SNI Group or their representatives on his or her own initiative without any solicitation by any member of the SNI Group or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or similar means not targeted specifically at such employee or the business of the EWS Service Provider or (iii) was referred to any member of the SNI Group or their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the SNI Group or their representatives to solicit such employee.

          (b) For a period of two years from the Distribution Date, neither EWS nor any other member of the EWS Group shall, without the prior written approval of SNI, directly or indirectly, solicit any employees of any SNI Service Provider who are engaged in or were engaged in providing Services during the term of this Agreement, to terminate their relationship with any of the SNI Service Providers. The foregoing shall not apply to any solicitation of any employee or employment of any employee of any SNI Service Provider who (i) initially contacted any member of the EWS Group or their representatives on his or her own initiative without any solicitation by any member of the EWS Group or their representatives, (ii) responded to a solicitation directed at the public in general through advertisement or

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similar means not targeted specifically at such employee or the business of the SNI Service Provider or (iii) was referred to any member of the EWS Group or their representatives, as applicable, by search firms, employment agencies or other similar entities provided that such entities have not been specifically instructed by any member of the EWS Group or their representatives to solicit such employee.

     SECTION 8.03. Records. Each Party shall maintain records with respect to the Services provided by such Party that are in a form and contain a level of detail similar to records, if any, that are maintained in providing similar services for itself or for such Party’s Subsidiaries for a period of the longer of one year after the termination of this Agreement or the applicable period for maintaining such records set forth in the EWS Record Retention Policy in effect as of the Distribution Date, or such longer period as required by applicable Law. During the period in which such Party is required to maintain such records, upon prior written request to such Party, the other Party and its Subsidiaries shall have reasonable access to such records during normal business hours of such Party or its applicable Subsidiary at the place where such records are normally maintained.

     SECTION 8.04. Access.

          (a) SNI shall, and shall cause the other applicable members of the SNI Group to, make available on a timely basis to each EWS Service Provider such Information reasonably requested by such EWS Service Provider to enable such EWS Service Provider to provide the EWS Services. SNI shall, and shall cause the other applicable members of the SNI Group to, provide to the EWS Service Providers reasonable access to the premises of the SNI Group members and the systems, software and networks located therein, to the extent necessary for the purpose of providing the EWS Services. EWS shall ensure that it and the other EWS Service Providers comply with applicable Law and SNI’s security and other policies and procedures, as may be provided to EWS by SNI in writing from time to time. At EWS’ request, SNI agrees to, or to cause the applicable SNI Service Provider to: (i) maintain logs of activity of its employees and contractors when providing Services that are billed to the Service Recipient on a hourly basis with respect to any of such SNI Service Provider’s systems or databases and (ii) if there is a dispute between the Parties regarding any such Services, allow EWS to audit such SNI Service Provider’s usage by employees and contractors with respect to such systems and databases.

          (b) EWS shall, and shall cause the other applicable members of the EWS Group to, make available on a timely basis to each SNI Service Provider such Information reasonably requested by such SNI Service Provider to enable such SNI Service Provider to provide the SNI Services. EWS shall, and shall cause the other applicable members of the EWS Group to, provide to the SNI Service Providers reasonable access to the premises of the EWS Group members and the systems, software and networks located therein, to the extent necessary for the purpose of providing the SNI Services. SNI shall ensure that it and the other SNI Service Providers comply with applicable Law and EWS’ security and other policies and procedures, as may be provided to SNI by EWS in writing from time to time. At SNI’s request, EWS agrees to, or to cause the applicable EWS Service Provider to: (i) maintain logs of activity of its employees and contractors when providing Services that are billed to the Service Recipient on a hourly basis with respect to any of such EWS Service Provider’s systems or databases and (ii) if there is a dispute between the Parties regarding any such Services, allow SNI to audit such EWS Service Provider’s usage by employees and contractors with respect to such systems and databases.

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ARTICLE IX
NO WARRANTY; LIMITATION OF LIABILITY;
INDEMNIFICATION

     SECTION 9.01. Warranties and Disclaimer of Warranty by EWS.

          (a) EWS represents and warrants to SNI as of the date hereof and at all times during which the EWS Services are provided to SNI, that:

          (i) Subject to the receipt of the Consents set forth on Exhibit 5.01 hereof, neither the provision of the EWS Services by any EWS Service Provider, nor the receipt or use thereof by SNI in accordance with the terms and conditions hereof, shall breach, violate, infringe upon or constitute misappropriation of any Intellectual Property right of any Person. Subject to the terms and conditions hereof, of the Separation Agreement and of the other Ancillary Agreements, the provision of the EWS Services will not confer on SNI any Intellectual Property rights, except as explicitly provided herein or therein.

          (ii) The EWS Services will be performed in a timely manner consistent with this Agreement, as each individual Schedule may require, by qualified individuals with appropriate subject matter expertise, in a professional and workmanlike manner, conforming to generally accepted industry standards and practices applicable to each individual Schedule and in strict accordance with all applicable Laws.

          (b) Except as expressly set forth in this Agreement, the EWS Services to be purchased under this Agreement are provided as is, where is, with all faults, and without warranty or condition of any kind, express or implied, including any warranty of merchantability or fitness for any particular purpose or any other warranty whatsoever.

     SECTION 9.02. Warranties and Disclaimer of Warranty by SNI.

          (a) SNI represents and warrants to EWS as of the date hereof and at all times during which the SNI Services are provided to EWS, that:

          (i) Subject to the receipt of the Consents set forth on Exhibit 5.02 hereof, neither the provision of the SNI Services by any SNI Service Provider, nor the receipt or use thereof by EWS in accordance with the terms and conditions hereof, shall breach, violate, infringe upon or constitute misappropriation of any Intellectual Property right of any Person. Subject to the terms and conditions hereof, of the Separation Agreement and of the other Ancillary Agreements, the provision of the SNI Services will not confer on EWS any Intellectual Property rights, except as explicitly provided herein or therein.

          (ii) The SNI Services will be performed in a timely manner consistent with this Agreement, as each individual Schedule may require, by qualified individuals with appropriate subject matter expertise, in a professional and workmanlike manner, conforming to generally accepted industry standards and practices applicable to each individual Schedule and in strict accordance with all applicable Laws.

          (b) Except as expressly set forth in this Agreement, the SNI Services to be purchased under this Agreement are provided as is, where is, with all faults, and without warranty or condition of any kind, express or implied, including any warranty of merchantability or fitness for any particular purpose or any other warranty whatsoever.

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     SECTION 9.03. Obligation to Re-perform EWS Services. In the event of any breach of this Agreement by any EWS Service Provider with respect to any failure by an EWS Service Provider to provide any EWS Service in accordance with the terms of this Agreement, EWS shall, or shall cause the applicable EWS Service Provider to, correct in all material respects such error or defect or re-perform in all material respects such EWS Service at the request of SNI and at the expense of EWS. To be effective, any such request by SNI must (i) specify in reasonable detail the particular error or defect and (ii) be made no more than 90 days from the date such error or defect was discovered by SNI or should have been discovered by SNI after reasonable inquiry.

     SECTION 9.04. Obligation to Re-perform SNI Services. In the event of any breach of this Agreement by any SNI Service Provider with respect to any failure by an SNI Service Provider to provide any SNI Service in accordance with the terms of this Agreement, SNI shall, or shall cause the applicable SNI Service Provider to, correct in all material respects such error or defect or re-perform in all material respects such SNI Service at the request of EWS and at the expense of SNI. To be effective, any such request by EWS must (i) specify in reasonable detail the particular error or defect and (ii) be made no more than 90 days from the date such error or defect was discovered by EWS or should have been discovered by EWS after reasonable inquiry.

     SECTION 9.05. Limitation of Liability. Notwithstanding anything contained herein to the contrary:

          (a) In no event shall either Party be liable to the other Party or its Group (or their respective directors, officers, agents, Service Providers or employees) for incidental, consequential or punitive damages in connection with this Agreement, even if the Party has been advised of the possibility of such damages, and each Party hereby waives on behalf of itself, its Affiliates, and Service Providers and their respective directors, officers, agents, Service Providers or employees any claim for such damages including any claim for lost profits, whether arising in contract, tort or otherwise;

          (b) EWS will exercise commercially reasonable due diligence in its choice of such Third Party Service Provider and EWS will employ Best Efforts to induce or cause such Third Party Service Provider to provide the EWS Services in accordance with the manner and levels agreed to hereunder; and

          (c) SNI will exercise commercially reasonable due diligence in its choice of such Third Party Service Provider and SNI will employ Best Efforts to induce or cause such Third Party Service Provider to provide the SNI Services in accordance with the manner and levels agreed to hereunder.

     SECTION 9.06. EWS Indemnity. EWS shall indemnify and hold harmless SNI and the other members of the SNI Group (and their respective directors, officers, agents, Third Party Service Providers and employees) from and against any and all claims, demands, complaints, damages, payments, losses, liabilities, costs or expenses (each of the foregoing, a “Loss”) arising out of, relating to or in connection with (i) any Action pursuant to which it has been determined that the provision by any EWS Service Provider and/or the receipt by any member of the SNI Group of any EWS Service infringes upon or misappropriates the Intellectual Property of any third party, to the extent that any such Loss is determined to have resulted from such EWS Service Provider’s intentional breach, fraud, gross negligence or willful misconduct, (ii) any breach by EWS of its obligations under this Agreement or (iii) any action or omission by an EWS Service Provider in providing the EWS Services hereunder, except to the extent any such Loss arises from the acts or omissions of a member of the SNI Group.

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     SECTION 9.07. SNI Indemnity. SNI shall indemnify and hold harmless EWS and the other members of the EWS Group (and their respective directors, officers, agents, Third Party Service Providers and employees) from and against any and all Losses arising out of, relating to or in connection with (i) any Action pursuant to which it has been determined that the provision by any SNI Service Provider and/or the receipt by any member of the EWS Group of any SNI Service infringes upon or misappropriates the Intellectual Property of any third party, to the extent that any such Loss is determined to have resulted from such SNI Service Provider’s intentional breach, fraud, gross negligence or willful misconduct, (ii) any breach by SNI of its obligations under this Agreement or (iii) any action or omission by an SNI Service Provider in providing the SNI Services hereunder, except to the extent any such Loss arises from the acts or omissions of a member of the EWS Group.

ARTICLE X
DISPUTE RESOLUTION

     SECTION 10.01. General. Except with respect to injunctive relief described below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall attempt to be settled first, by good faith efforts of the Parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out below.

     SECTION 10.02. Initiation. A Party that wishes to initiate the dispute resolution process shall send written notice to the other Party, in accordance with Section 11.01, with a summary of the controversy and a request to initiate these dispute resolution procedures. Each Party shall appoint a knowledgeable, responsible representative who has the authority to settle the dispute, to meet and to negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives who may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations (a) shall be treated as Information subject to the provisions of Section 8.01 developed for purposes of settlement, (b) shall be exempt from discovery and production and (c) shall not be admissible in the arbitration described above or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. The Parties agree to pursue resolution under this subsection for a minimum of 30 calendar days before requesting arbitration.

     SECTION 10.03. Arbitration Request. If the dispute is not resolved under the preceding subsection within 30 calendar days of the initial written notice, either Party may demand arbitration by sending written notice to the other Party. The Parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both Parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in a location mutually acceptable to the parties, and, if the parties do not agree, the location shall be Cincinnati, Ohio; (ii) the arbitrator shall be licensed to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Information subject to Section 8.01, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages or extend the term hereof; (v) the arbitrator shall control the scheduling so that the hearing is completed no later than 30 calendar days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within five calendar days thereafter in summary form that states the award, without written decision, which decision shall follow the plain meaning of this Agreement, and in the event of any ambiguity, the intent of the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the

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Parties. Each Party to the dispute shall bear its own expenses arising out of the arbitration, except that the Parties shall share the expenses of the facilities to conduct the arbitration and the fees of the arbitrator equally.

     SECTION 10.04. Injunctive Relief. The foregoing notwithstanding, each Party shall have the right to seek injunctive relief in an applicable court of law or equity to preserve the status quo pending resolution of the dispute and enforce any decision relating to the resolution of the dispute.

ARTICLE XI
MISCELLANEOUS

     SECTION 11.01. Notices. All notices, requests, claims, demands and other communications hereunder (except for routine communications contemplated by certain Schedules) must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

If to EWS, to:
	[                                        ]
	[                                        ]
	[                                        ]
	Facsimile: [                                        ]
	Attention: [                                        ]
with a copy to:
	[                                        ]
	[                                        ]
	[                                        ]
	Facsimile: [                                        ]
	Attention: [                                        ]
If to SNI, to:
	[                                        ]
	[                                        ]
	[                                        ]
	Facsimile: [                                        ]
	Attention: [                                        ]
with a copy to:
	[                                        ]
	[                                        ]
	[                                        ]
	Facsimile: [                                        ]
	Attention: [                                        ]

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail

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in the manner described above to the address as provided in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party.

     SECTION 11.02. Entire Agreement. This Agreement, together with all exhibits and Schedules hereto, the Separation and Distribution Agreement and the other Ancillary Agreements, constitute the entire agreement of the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

     SECTION 11.03. Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

     SECTION 11.04. Amendment. This Agreement may be amended, modified, waived, supplemented or superseded, in whole or in part, only by a written instrument signed by duly authorized signatories of the Parties.

     SECTION 11.05. Independent Contractors. In performing the Services hereunder, each Service Provider shall operate as and have the status of an independent contractor. No Service Provider’s employees shall be considered employees or agents of the other Party, nor shall the employees of any Party be eligible or entitled to any benefits, perquisites or privileges given or extended to any of the other Party’s employees in connection with the provision of Services. Nothing contained in this Agreement shall be deemed or construed to create a joint venture or partnership between the Parties. No Party shall have any power to control the activities and/or operations of the other Party. No Party shall have any power or authority to bind or commit any other Party.

     SECTION 11.06. No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person except as provided in Sections 9.06 and 9.07 of this Agreement.

     SECTION 11.07. No Assignment; Binding Effect. Neither Party shall be permitted to assign, in whole or in part, directly or indirectly, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void. Notwithstanding such prohibition on assignment:

          (a) Either Party’s obligation to provide, or right to receive, any Service (or portions thereof) may be assigned, sublicensed, delegated, allocated or contributed, in whole or in part, to one or more Affiliates of such Party within its Group and, to the extent so assigned, sublicensed, delegated, allocated or contributed, the relevant Affiliate shall be deemed the relevant Service Provider or Service Recipient, as applicable, with respect to the relevant portion of such Services; provided that no such assignment, allocation or contribution shall relieve such Party of any of its obligations hereunder. No prior written consent shall be required with respect to any such permitted assignment, sublicense, delegation, allocation or contribution.

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          (b) Nothing herein shall prohibit, modify or limit the ability of the Parties to transfer or allocate assets and liabilities, as the case may be, to any entity within the EWS Group or the SNI Group in connection with, or in furtherance of, the Separation (as defined in the Separation Agreement) and, to the extent that any such transfer or allocation results in a change of the Party or member of its Group which reasonably should be a Service Provider or Service Recipient with respect to any Service then the Parties shall make such amendments, revisions or modifications to the Schedules as are reasonably necessary to reflect the appropriate Service Provider or Service Recipient, as the case may be.

          (c) Either Party may assign all, but not less than all, of its rights or obligations under this Agreement in connection with a consolidation or merger transaction in which such Party is not the continuing or surviving entity or the sale by such Party of all or substantially all of its properties and assets, provided that: (i) prior to such transaction becoming effective, the continuing, surviving or acquiring entity shall have executed and delivered to the other Party a written agreement, in form and substance reasonably satisfactory to the other Party, pursuant to which such entity agrees to be bound by all of the terms, conditions and provisions of this Agreement as if named as a “Party” hereto and (ii) no Service Provider or Service Recipient shall be obligated to materially change the nature, scope or volume of the Services it provides or receives, respectively, under this Agreement as a result of any such assignment.

          (d) If either Party assigns, delegates, sublicenses, allocates or contributes all or any portion of its rights and obligations under this Agreement to any other member of its Group, then prior to such Party consummating any sale or transfer of a controlling interest in, or all or substantially all of the properties and assets of, such other Group member to a non-Affiliate of such Party, such Party shall cause all such rights or obligations to be reallocated among one or more of the continuing members of its Group by appropriate assignment or assumption transactions such that the Group member to be sold shall no longer be a Service Provider or Service Recipient upon consummation of such sale transaction. The other Party shall have the right to prior review of such re-allocations and the Parties shall cooperate in good faith to resolve any reasonable objections that the other Party may have to such re-allocations and to take such further actions as may be reasonably required to assure that the rights and obligations under this Agreement are preserved, in the aggregate.

          (e) Nothing in this Section 11.07 shall affect the ability of either Party to terminate any of the Services in accordance with the provisions of this Agreement.

     SECTION 11.08. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

     SECTION 11.09. Submission to Jurisdiction; Waivers. Subject to the prior exhaustion of the escalation procedures set forth in Article X and to the fullest extent permitted by applicable Law, each Party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of Ohio or any Ohio State court, in each case, located in the County of Hamilton and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the County of Hamilton for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such action brought in such a court or any claim that any such action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.01 or any other manner as may be permitted by Law shall be valid and sufficient service thereof and (v) agrees that a final judgment in any such action or

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proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

     SECTION 11.10. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

     SECTION 11.11. Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Ohio, without giving effect to the conflicts of laws principles thereof.

     SECTION 11.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     SECTION 11.13. Order of Precedence. In the event of an inconsistency or conflict between this Agreement and a Schedule or an attachment or exhibit thereto, the Schedule (or the attachment or exhibit thereto) shall prevail.

     SECTION 11.14. Ownership of and License to Data.

          (a) It is acknowledged and agreed that (i) EWS retains all right, title and interest in and to all EWS Data and nothing herein shall create or vest in SNI any right, title or interest in or to the EWS Data and (ii) SNI retains all right, title and interest in and to all SNI Data and nothing herein shall create or vest in EWS any right, title or interest in or to the SNI Data.

          (b) EWS hereby grants to SNI a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use EWS Data solely (i) to provide the SNI Services and (ii) to comply with SNI’s obligations under applicable Law with respect to such EWS Data.

          (c) SNI hereby grants to EWS a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use SNI Data solely (i) to provide the EWS Services and (ii) to comply with EWS’ obligations under applicable Law with respect to such SNI Data.

[signature page follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

THE E. W. SCRIPPS COMPANY
By:
	Name:
	Title:
SCRIPPS NETWORKS INTERACTIVE, INC.
By:
	Name:
	Title:

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EX-10.2

Exhibit 10.2

TAX ALLOCATION AGREEMENT

by and between

THE E. W. SCRIPPS COMPANY

and

SCRIPPS NETWORKS INTERACTIVE, INC.

Dated as of                    , 2008

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS AND STANDARDS
SECTION 1.01. Definitions		2
SECTION 1.02. General Interpretive Principles		11
SECTION 1.03. Applicable Standards		11
ARTICLE II
U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES
SECTION 2.01. Affiliation Years		12
SECTION 2.02. 2008 Taxable Year		12
SECTION 2.03. U.S. Federal Alternative Minimum Tax		14
ARTICLE III
U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES
SECTION 3.01. Returns Covered		14
SECTION 3.02. Pre-2008 Taxable Year		14
SECTION 3.03. Operating Losses		15
SECTION 3.04. 2008 Taxable Year		15
SECTION 3.05. Short- Year State and Local Returns		15
SECTION 3.06. Estimated Taxes, Etc		15
SECTION 3.07. Adjustments		16
ARTICLE IV
SEPARATE TAX RETURN OBLIGATIONS
SECTION 4.01. SNI Tax Liability		16
SECTION 4.02. EWS Tax Liability		16
SECTION 4.03. Separate Return Adjustments		16
ARTICLE V
TAX-FREE STATUS OF DISTRIBUTION
SECTION 5.01. Tax-Free Status Ruling, Etc		16
SECTION 5.02. Maintaining Status of Active Business		17
SECTION 5.03. Limits on Proposed Acquisition Transactions		17
SECTION 5.04. Indemnity		19
ARTICLE VI
CARRYOVER AND CARRYBACK ITEMS
SECTION 6.01. Carryovers to Post-Affiliation Years		20
SECTION 6.02. Carrybacks from Post-Affiliation Years		20

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TABLE OF CONTENTS
(continued)

	Page
ARTICLE VII
U.S. FEDERAL INCOME TAX ADJUSTMENTS
SECTION 7.01. Determination		21
SECTION 7.02. Payments		21
SECTION 7.03. Procedures		22
SECTION 7.04. Intercompany Adjustments		22
ARTICLE VIII
INCOME TAX PROCEEDINGS
SECTION 8.01. Notice		22
SECTION 8.02. SNI and EWS Issues		22
SECTION 8.03. Procedures		23
SECTION 8.04. Forum for Judicial Proceedings		24
ARTICLE IX
PAYMENTS
SECTION 9.01. Reporting of Indemnity Payments. Etc		24
SECTION 9.02. Interest on Late Payments		24
SECTION 9.03. Dispute		24
ARTICLE X
TAX RETURNS
SECTION 10.01. Cooperation and Furnishing of Tax Return Information		25
SECTION 10.02. Preparation of Tax Returns		26
ARTICLE XI
POST AFFILIATION YEARS AND POST COMBINED YEARS
SECTION 11.01. Returns		26
SECTION 11.02. Actions or Transactions		27
SECTION 11.03. Proposed Adjustments		27
ARTICLE XII
BOOKS AND RECORDS
SECTION 12.01. Retention Period		27
SECTION 12.02. Record Retention Policy		27
SECTION 12.03. Tax Attributes		27
SECTION 12.04. Apportionment of Earnings and Profits and Tax Attributes		28

-ii-

TABLE OF CONTENTS
(continued)

	Page
ARTICLE XIII
COMPENSATION AND EMPLOYEE BENEFITS
SECTION 13.01. General		28
SECTION 13.02. Stock-Based Awards		28
SECTION 13.03. Reporting of Deductions		28
SECTION 13.04. Employment Taxes and Tax Reporting		29
ARTICLE XIV
MISCELLANEOUS
SECTION 14.01. Notices		29
SECTION 14.02. Complete Agreement; Representations		30
SECTION 14.03. Amendment, Modification, or Waiver		30
SECTION 14.04. Severability		31
SECTION 14.05. No Double Recovery		31
SECTION 14.06. Costs and Expenses		31
SECTION 14.07. No Assignment; Binding Effect; No Third-Party Beneficiaries		31
SECTION 14.08. Headings		31
SECTION 14.09. Counterparts		32
SECTION 14.10. Governing Law		32
SECTION 14.1l. Disputes		32

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TAX ALLOCATION AGREEMENT

     THIS TAX ALLOCATION AGREEMENT (this “Agreement”) is dated as of the                     day of                     , 2008, by and between The E. W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc. (“SNI”), an Ohio corporation and an indirect subsidiary of EWS (together with EWS, each a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement are defined as set forth in Section 1.01.

     WHEREAS, the Board of Directors of EWS has determined that it is in the best interests of EWS to separate the SNI Business and the EWS Business into two independent public companies, (the “Separation”), on the terms and subject to the conditions set forth in the Separation Agreement, in order to separate businesses with differing strategic directions, eliminate existing constraints regarding capital allocation, concentrate management focus, allow more tailored management incentives, and accommodate differing shareholder bases;

     WHEREAS, in order to effectuate the foregoing, EWS and SNI have entered into a Separation and Distribution Agreement, dated as of                     , 2008 (the “Separation Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the SNI Business shall be separated from the EWS Business and pursuant to the Distribution, the SNI Class A Common Shares and SNI Common Voting Shares shall be distributed on a pro rata basis to the holders of EWS Class A Common Shares and EWS Common Voting Shares;

     WHEREAS, for U.S. federal income Tax purposes, through the Distribution Date, income of certain present and former members of the SNI Group has been or will be included in EWS Consolidated Returns;

     WHEREAS, certain SNI Combined Group members have filed or will file Combined Returns covering U.S. state and local income Taxes with EWS Combined Groups as part of their respective Total Combined Groups;

     WHEREAS, SNI and other members of the SNI Group will cease to be members of the EWS Group for U.S. federal income Tax purposes after the Distribution Date, and SNI and other members of SNI Combined Groups will cease to be members of their respective Total Combined Groups for U.S. state and local income Tax purposes after the Distribution Date;

     WHEREAS, the failure of the Distribution to have a Tax-Free Status or certain actions taken with respect to SNI Capital Stock and EWS Capital Stock could subject EWS, SNI and their shareholders to additional Tax costs in connection with the Distribution; and

     WHEREAS, EWS and SNI desire in this Agreement to (i) set forth Tax allocation principles for Affiliation Years for U.S. federal income Tax purposes and Combined Years for U.S. state and local income Tax purposes, which, except to the extent provided herein, will supersede all prior policies and procedures governing the allocation of Taxes, (ii) define the effects upon the settlement and allocation of certain Tax liabilities and Tax benefits of transactions or developments that occur during taxable years commencing after the Distribution Date, (iii) set forth the responsibility for their respective stand-alone income and other Tax liabilities, and (iv) allocate liability for certain Tax costs that may be incurred in connection with the Distribution.

     NOW, THEREFORE, in consideration of the foregoing, the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EWS and SNI hereby agree as follows:

ARTICLE I
DEFINITIONS AND STANDARDS

     SECTION 1.01. Definitions. For all purposes of this Agreement, the following terms shall have the following meanings:

     “2007 Excess EWS Group Benefits” shall have the meaning assigned to it in Section 2.01.

     “2007 Excess SNI Group Benefits” shall have the meaning assigned to it in Section 2.01.

     “2007 Tax Liability” shall have the meaning assigned to it in Section 2.01

     “2007 Taxable Year” shall have the meaning assigned to it in Section 2.01.

     “2008 Excess EWS Group Benefits” shall have the meaning assigned to it in Section 2.02.

     “2008 Excess SNI Group Benefits” shall have the meaning assigned to it in Section 2.02.

     “2008 Tax Liability” shall have the meaning assigned to it in Section 2.02.

     “2008 Taxable Year” shall have the meaning assigned to it in Section 2.02.

     “Adjusted Separate EWS Group Federal Tax Liability” shall mean with respect to any Affiliation Year(s) the U.S. federal income Tax liability of the EWS Group applying the Highest Federal Tax Rate, computed as if the EWS Group (with EWS as the common parent) filed an EWS Consolidated Return separately from the SNI Group, and applying such U.S. Tax laws and regulations as would have been applicable to the EWS Group if it had so filed separately, but not taking into account any items that are predicated on base amounts determined on a consolidated basis such as research Credits, subject to the following:

          (i) the EWS Group shall be treated as bound by all accounting methods, elections and other determinations adopted or made by EWS for the EWS Group for all Affiliation Years, including, but not limited to, determinations made in respect of carrybacks and carryovers;

          (ii) the EWS Group shall be permitted to reduce its Adjusted Separate EWS Group Federal Tax Liability (but not below zero) to the extent that the EWS Group is able to reduce its U.S. federal income Tax liability in the EWS Consolidated Return for such Affiliation Year by utilizing items of deduction, loss, or Credit of the EWS Group which the Parties determine the EWS Group would have been unable to utilize if it had filed an EWS Consolidated Return separately from the SNI Group (“Excess Items”); provided, that if there are any limitations in the ability of the EWS Group to utilize items in the same category as such Excess Items in their entirety for such year, the EWS Group shall be limited in the reduction of its Adjusted Separate EWS Group Federal Tax Liability to its share of such Excess Items on a Proportionate Basis; provided, further, that if, pursuant to the above provisions, an Excess Item is not usable, in whole or in part, by the SNI Group in one Affiliation Year, it may, pursuant to Section 7.03 hereof, be carried over or carried back as an Excess Item to any other Affiliation Year subject to the same limitations as above; and

          (iii) the EWS Group shall take into account the items of EWS Group income, gain, loss, deduction or Credit attributable to intercompany items, excess loss accounts, dual consolidated losses and other items that are required to be restored, recaptured or otherwise triggered as a result of the Distribution or related transactions.

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     “Adjusted Separate SNI Group Federal Tax Liability” shall mean with respect to any Affiliation Year(s) the U.S. federal income Tax liability of the SNI Group applying the Highest Federal Tax Rate, computed as if the SNI Group (with SNI as the common parent) filed a consolidated U.S. federal income Tax Return separately from the EWS Group (“SNI Consolidated Return”), and applying such U.S. Tax laws and regulations as would have been applicable to the SNI Group if it had so filed separately, but not taking into account any items that are predicated on base amounts determined on a consolidated basis such as research Credits, subject to the following:

          (i) the SNI Group shall be treated as bound by all accounting methods, elections and other determinations adopted or made by EWS for the EWS Group for all Affiliation Years, including, but not limited to, determinations made in respect of carrybacks and carryovers;

          (ii) the SNI Group shall be permitted to reduce its Adjusted Separate SNI Group Federal Tax Liability (but not below zero) to the extent that the EWS Group is able to reduce its U.S. federal income Tax liability in the EWS Consolidated Return for such Affiliation Year by utilizing items of deduction, loss, or Credit of the SNI Group which the Parties determine the SNI Group would have been unable to utilize if it had filed an SNI Consolidated Return (“Excess Items”); provided, that if there are any limitations in the ability of the EWS Group to utilize items in the same category as such Excess Items in their entirety for such year, the SNI Group shall be limited in the reduction of its Adjusted Separate SNI Group Federal Tax Liability to its share of such Excess Items on a Proportionate Basis; provided, further, that if, pursuant to the above provisions, an Excess Item is not usable, in whole or in part, by the EWS Group in one Affiliation Year, it may, pursuant to Section 7.03 hereof, be carried over or carried back as an Excess Item to any other Affiliation Year subject to the same limitations as above; and

          (iii) the SNI Group shall take into account the items of SNI Group income, gain, loss, deduction or Credit attributable to intercompany items, excess loss accounts, dual consolidated losses and other items that are required to be restored, recaptured or otherwise triggered as a result of the Distribution or related transactions.

     “Adjustment” shall mean, with respect to any Affiliation Year, any change in actual Tax liability from the Tax liability reported on an EWS Consolidated Return, including changes attributable to amended Tax Returns, deficiencies asserted by a Taxing authority, overpayments, and claims for refund, and changes required by application of the Code and Treasury Regulations and Taxing authority audits, examinations, proceedings or litigation resulting from any of the foregoing events (collectively, “Adjustment Events”). Adjustment shall mean with respect of any Combined Year in which an SNI Combined Group files a Combined Return with a EWS Combined Group as part of a Total Combined Group, any change in the actual Tax liability of the applicable Total Combined Group, including changes attributable to Adjustment Events.

     “Adjustment Events” shall have the definition of “Adjustment.”

     “Affiliate” shall mean any entity that is directly or indirectly controlled by the person in question; provided, however, that for purposes of this Agreement, as of the Effective Time no member of either Group shall be deemed to be an Affiliate of any member of the other Group. For this purpose, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and the policies of a person, whether through ownership of voting securities, by contract or otherwise.

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     “Affiliation Year” shall mean each taxable year, or portion thereof, with respect to which any member of the SNI Group joined or will join the EWS Group in the filing of an EWS Consolidated Return.

     “AMT” shall have the meaning assigned to it in Section 2.03.

     “Article VIII Taxes” shall have the meaning assigned to it in Section 8.03.

     “Code” shall mean the Internal Revenue Code of 1986, as amended. Any references herein to sections of the Code or Treasury Regulations promulgated thereunder shall include any successor provisions thereto.

     “Combined Return” shall mean a combined, consolidated, or unitary U.S. state or local income, franchise, business activities or gross receipts Tax Return.

     “Combined State” shall mean a U.S. state or locality requiring or permitting the filing of a Combined Return.

     “Combined State Total Tax Liability” shall have the meaning assigned to it in Section 3.02.

     “Combined Year” shall mean a taxable year (or portion thereof) in which an EWS Combined Group files a Combined Return with an SNI Combined Group.

     “CPMCO” shall mean Cable Program Management Co., G.P.

     “Credits” shall mean all of the credits against U.S. federal income Tax or, as applicable, against U.S. state or local Tax. Credits shall include, but not be limited to, foreign Tax credits, research credits, low-income housing credits, investment Tax credits and targeted job credits.

     “Distribution” shall mean the distribution on a pro rata basis to holders of issued and outstanding EWS Class A Common Shares and EWS Common Voting Shares, of all of the issued and outstanding SNI Class A Common Shares and SNI Voting Common Shares (“SNI Common Shares”), beneficially owned by EWS, by means of a dividend of such SNI Class A Common Shares and SNI Voting Common Shares to such shareholders.

     “Distribution Date” shall mean the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of EWS in its sole and absolute discretion.

     “Distribution Taxes” means (i) any Taxes imposed on, or increase in Taxes incurred by, EWS or any EWS Affiliate, and any Taxes of an EWS shareholder (or former EWS shareholder) that are required to be paid or reimbursed by EWS or any EWS Affiliate pursuant to a Final Determination; (ii) all professional fees and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies, including but not limited to, any amount paid by EWS, any EWS Affiliate, SNI, or any SNI Affiliate, as the case may be, in respect of the liability of shareholders, whether paid to shareholders, the IRS, any other Taxing authority, or any other person or entity, in each case, arising from the Distribution and related transactions failing to have Tax-Free Status in any manner, provided that EWS shall have vigorously defended itself in any legal proceeding involving Taxes of an EWS shareholder, without regard to whether such Taxes are offset or reduced by any Tax Asset, Tax Item, or otherwise resulting from, or arising in connection with, the failure of the Internal Distribution or the Distribution to qualify as transactions in which no income, gain or loss is recognized

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pursuant to sections 355 and 368(a)(l)(D) of the Code (including any Tax resulting from the application of section 355(d) or section 355(e) of the Code to the Internal Distribution or the Distribution) or corresponding provisions of the laws of any other jurisdictions. Any income Tax referred to in the immediately preceding sentence shall be determined using the highest applicable statutory corporate income Tax rate (or rates, in the case of an item that affects more than one Tax) for the relevant taxable period (or portion thereof) taking into account deductions for interest paid or accrued and other related Taxes, such as state and local Taxes.

     “Effective Time” shall mean the time at which the Distribution occurs on the Distribution Date.

     “Employee Matters Agreement” shall mean the Employee Matters Agreement of even date herewith by and between EWS and SNI.

     “Estimated State Taxes” shall have the meaning assigned to it in Section 3.06.

     “EWS Additional Excess Items” shall have the meaning assigned to it in the definition of “Excess EWS Group Benefits.”

     “EWS Affiliate” shall mean an Affiliate of EWS other than SNI and SNI Affiliates.

     “EWS AMT Liability” shall have the meaning assigned to it in Section 2.03.

     “EWS Business” means all businesses and operations of the EWS Group, other than the SNI Business.

     “EWS Capital Stock” shall mean all classes or series of stock of EWS and all options, warrants, derivatives, rights to acquire stock, and other interests and instruments taken into account for purposes of determining a Fifty-Percent or Greater Interest in EWS.

     “EWS Class A Common Shares” means the Class A Common Shares, par value $0.01 per share, of EWS.

     “EWS Combined Group” shall mean an affiliated group of corporations (as constituted from time to time) owned directly or indirectly by EWS that EWS determines will join in filing a Combined Return excluding members of an SNI Combined Group.

     “EWS Common Voting Shares” means the Common Voting Shares, par value $0.01 per share, of EWS.

     “EWS Consolidated Return” shall mean a consolidated U.S. federal income Tax Return filed by EWS on behalf of the EWS Group.

     “EWS Director” shall have the meaning assigned to it in the Employee Matters Agreement.

     “EWS Group” shall mean the affiliated group of corporations (as constituted from time to time), of which EWS is the common parent, which EWS determines will join in filing a EWS Consolidated Return.

     “EWS Group State Tax Liability” shall have the meaning assigned to it in Section 3.02.

     “EWS Issues” shall have the meaning assigned to it in Section 8.02.

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     “EWS Participant” shall have the meaning assigned to it in the Employee Matters Agreement.

     “Excess EWS Group Benefits” shall mean the amount by which the Parties agree that EWS was able to reduce its U.S. federal income Tax liability in the EWS Consolidated Return for an Affiliation Year by use of Excess Items which would reduce the Adjusted Separate SNI Group Federal Tax Liability for such year, if zero, below zero (“EWS Additional Excess Items”). Use of EWS Additional Excess Items shall otherwise be subject to the same limitations and other provisions applicable to the use of Excess Items, as determined by the Parties in good faith.

     “Excess Items” shall have the meaning assigned to it in the definition of “Adjusted Separate SNI Group Federal Tax Liability.”

     “Excess SNI Group Benefits” shall mean the amount by which the Parties agree that SNI was able to reduce its U.S. federal income Tax liability in the EWS Consolidated Return for an Affiliation Year by use of Excess Items which would reduce the Adjusted Separate EWS Group Federal Tax Liability for such year, if zero, below zero “SNI Additional Excess Items”). Use of SNI Additional Excess Items shall otherwise be subject to the same limitations and other provisions applicable to the use of Excess Items, as determined by the Parties in good faith.

     “Fifty-Percent or Greater Interest” shall mean a “50-percent or greater interest” for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations promulgated thereunder.

     “Final Determination” shall mean the final resolution of liability for any Tax for any taxable period, by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under section 7121 or section 7122 of the Code, or a comparable agreement under the laws of other jurisdictions, which resolves the entire Tax liability for any taxable period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

     “Foreign Attribute” shall mean any item of income, gain, loss or deduction or any asset or liability relevant to the computation of taxable income from sources without the United States and any item of Credit described in Section 901 or 902 of the Code (without regard to the limitation of Section 904 of the Code).

     “Fraction” shall have the meaning assigned to it in Section 2.03(a).

     “Highest Combined Tax Rate” for the taxable year in question shall mean the sum of (i) the Highest Federal Tax Rate, and (ii) in the case of a corporation, the average, weighted by jurisdiction, of the highest U.S. state and local income, franchise, and gross receipts Tax rates that would be applicable to such a corporation (net of any U.S. federal income Tax benefit), or in the case of a Person other than a corporation, the highest U.S. state and local income Tax rates (net of any U.S. federal income Tax benefit) that would be applicable to such Person or the beneficial owner(s) of such Person.

     “Highest Federal Tax Rate” for the taxable year in question shall mean (i) in the case of a corporation, the highest U.S. federal income Tax rate applicable to a corporation, or (ii) in the case of a Person other than a corporation, the highest U.S. federal income Tax rate that would be applicable to such Person or the beneficial owner(s) of such Person.

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     “Income Tax Benefit” shall mean the amount of the Tax savings realized by the applicable group, as determined by the Parties. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax liability and the corresponding U.S. state and local income Tax liability (net of any federal Tax benefit) of the applicable group for the taxable year in question without giving effect to the items in question with (ii) the actual U.S. federal income Tax liability and the corresponding U.S. state and local Tax liability (net of any federal Tax benefit) of the applicable group for such year after giving full effect to such items. An Income Tax Benefit shall be deemed to be realized at the time that the applicable group receives a refund or credit for refund from the relevant Taxing authority.

     “Income Tax Detriment” shall mean the amount of additional Tax incurred by the applicable group, as determined by the Parties. Such amount shall be determined by comparing (i) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group for the taxable year in question after giving full effect to the items in question with (ii) the actual U.S. federal income Tax and the corresponding U.S. state and local Tax liability (net of any U.S. federal income Tax benefit) of the applicable group without giving effect to such items. Unless otherwise provided herein, an Income Tax Detriment shall be deemed to be incurred at such time as payment is made to the relevant Taxing authority upon a Final Determination of items in questions. In computing the Tax liability of the EWS Group for purposes of clause (i) of the second sentence of this definition or clause (ii) of the second sentence of the definition of “Income Tax Benefit” above, increases or decreases in the U.S. federal, state or local income Tax liability of the EWS Group attributable to the effect on EWS’ (or any EWS subsidiary’s) basis in the stock of any member of the SNI Group will not be taken into account.

     “Internal Distribution” shall mean the distribution by Scripps Howard Broadcasting Company of all of the common stock of SNI to EWS.

     “IRS” shall mean the U.S. Internal Revenue Service.

     “Joint EWS/SNI Director” shall have the meaning assigned to it in the Employee Matters Agreement.

     “Minimum Tax Credit” shall have the meaning assigned to it in Section 2.03.

     “Newspaper Business and EWS Businesses” shall mean the business of EWS so designated, as described in the Ruling Request.

     “NOLs” shall have the meaning assigned to it in Section 3.03.

     “Options” shall have the meaning assigned to it in the Employee Matters Agreement.

     “Person” shall mean an individual or a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity, without regard to whether such entity is treated as disregarded for U.S. federal income Tax purposes.

     “Post-Affiliation Year” shall mean a taxable period after the Distribution Date during which SNI and its subsidiaries do not join the EWS Group in the filing of a EWS Consolidated Return.

     “Post-Combined Year” shall mean a taxable period after the Distribution Date during which SNI and its subsidiaries do not join a Total Combined Group in the filing of a Combined Return with an EWS Combined Group.

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     “Proportionate Basis” shall mean, with respect to an item or items attributable to a particular member or members of the SNI Group, the determination of the portion of such items based on the total value of such items over the total value of all items in the same category for the entire EWS Group for the same Affiliation Year of the EWS Group, subject to any appropriate Adjustments thereto, as determined by the Parties.

     “Proposed EWS Group Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), as a result of which EWS would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire through the acquisition of an option or otherwise, from EWS and/or one or more holders of EWS Capital Stock, an amount of EWS Capital Stock that would, when combined with any other changes in ownership of EWS Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder including any redemption or repurchase (directly by the Company or through an EWS Affiliate) of any EWS Capital Stock, or rights to acquire such stock and any transfer, sale, or disposition of EWS Capital Stock owned by the E.W. Scripps Trust other than to its beneficiaries upon termination of the E.W. Scripps Trust, comprise 40% or more of (A) the value of all outstanding EWS Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding EWS Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder.

     “Proposed SNI Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), as a result of which SNI would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire through the acquisition of an option or otherwise, from SNI and/or one or more holders of SNI Capital Stock, an amount of SNI Capital Stock that would, when combined with any other changes in ownership of SNI Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder including any redemption or repurchase (directly by SNI or through an SNI Affiliate) of any SNI Capital Stock, or rights to acquire such stock and any transfer, sale or disposition of SNI Capital Stock owned by the E.W. Scripps Trust other than to its beneficiaries upon termination of the E.W. Scripps Trust, comprise 40% or more of (A) the value of all outstanding SNI Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding SNI Capital Stock as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder.

     “RAR” shall have the meaning assigned to it in Section 8.03.

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     “Representation Letters” shall have the meaning assigned to it in Section 5.01.

     “Restricted Shares” shall have the meaning assigned to it in the Employee Matters Agreement.

     “Restricted Share Units” shall have the meaning assigned to it in the Employee Matters Agreement.

     “Ruling” shall mean (a) the private letter ruling (and any supplemental private letter ruling) issued by the IRS to EWS in connection with the separation and distribution and (b) any similar ruling (including any supplemental ruling) issued by any Taxing authority other than the IRS in connection with the Separation and Distribution.

     “Ruling Documents” means the Ruling and the Ruling Request.

     “Ruling Request” means any letter filed by EWS with the IRS or any other Taxing authority requesting a ruling regarding certain tax consequences of the Separation and Distribution (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter, including but not limited to the request for rulings to the IRS in respect of the Distribution and related matters, dated November 28, 2007.

     “Section 6.02 Claims” shall mean claims for refund attributable to items described in and filed pursuant to Section 6.02 of this Agreement.

     “Separation” shall have the meaning assigned to it in the recitals to this Agreement.

     “SNI Additional Excess Items” shall have the meaning assigned to it in the definition of “Excess SNI Group Benefits.”

     “SNI Affiliate” shall mean an Affiliate of SNI.

     “SNI AMT Liability” shall have the meaning assigned to it in Section 2.03.

     “SNI Business” means the business and operations conducted by the SNI Group from time to time, whether prior to, at or after the Effective Time, including the business and operations conducted by the SNI Group as more fully described in the Ruling Request and in the SNI Information Statement.

     “SNI Capital Stock” shall mean all classes or series of stock of SNI and all options, warrants, derivatives, rights to acquire stock, and other interests and instruments taken into account for purposes of determining a Fifty-Percent or Greater Interest in SNI.

     “SNI Class A Common Shares” shall mean the Class A Common Shares, par value $0.01 per share, of SNI.

     “SNI Combined Group” shall mean an affiliated group of corporations (as constituted from time to time), consisting of SNI or its directly or indirectly owned subsidiaries, that EWS determines will join in filing a Combined Return with an EWS Combined Group.

     “SNI Common Voting Shares” shall mean the Common Voting Shares, par value $0.01 per share, of SNI.

     “SNI Consolidated Return” shall have the meaning assigned to it in the definition of “Adjusted Separate SNI Group Federal Tax Liability.”

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     “SNI Director” shall have the meaning assigned to it in the Employee Matters Agreement.

     “SNI Group” shall mean the affiliated group of corporations (as constituted from time to time), consisting of SNI or its directly or indirectly owned subsidiaries, that EWS determines will join in filing a EWS Consolidated Return.

     “SNI Group State Tax Liability” shall have the meaning assigned to it in Section 3.02.

     “SNI Information Statement” means the definitive information statement distributed to holders of EWS Common Shares in connection with the Distribution and filed with the SEC as Exhibit 99.1 to the Registration Statement or as an exhibit to a Form 8-K of SNI.

      “SNI Issues” shall have the meaning assigned to it in Section 8.02.

      “SNI Participant” shall have the meaning assigned to it in the Employee Matters Agreement.

     “SNI Separate AMT” shall have the meaning assigned to it in 2.03.

     “SNI Unsettled Issues” shall have the meaning assigned to it in Section 8.03.

      “Tax” or “Taxes” shall mean any tax, assessment, duty, fee or other charge imposed or collected by any government or political subdivision thereof or any Taxing authority thereunder, including but not limited to, any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, premium, guarantee fund, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, minimum, alternative minimum, estimated or other tax (including any assessment, duty, fee or other charge in the nature of or in lieu of any such tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

     “Tax Advisor” shall mean a United States law or accounting firm of national standing in the field of taxation selected by the Parties.

     “Tax Contest” shall mean an audit, review, examination, contest or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes of any Party (including any administrative or judicial review of any claim for refund) for any Tax period.

     “Tax-Free Status” shall mean the qualification of the Distribution and related transactions as a distribution in which no gain or loss is recognized, and no amount is includible in income, for U.S. federal income Tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to the Treasury Regulations promulgated under Section 1502 of the Code).

     “Tax-Related Losses” shall mean (i) all U.S. federal, state and local Taxes payable pursuant to any Final Determination or otherwise; (ii) all professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies, including but not limited to, any amount paid by EWS, any EWS Affiliate, SNI, or any SNI Affiliate, as the case may be, in respect of the liability of shareholders, whether paid to shareholders, the IRS, any other Taxing authority, or any other person or entity, in each case, arising from the Distribution and related transactions failing to have Tax-Free Status in any manner.

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     “Tax Return” shall mean any Tax return (including any amended return), report, information return, election, notice or other document filed or to be filed with a Taxing authority, including any schedules or related or supporting information.

     “Television Network and Interactive Businesses” shall mean the business of SNI so designated, as described in the Ruling Request.

     “Total Combined Group” shall mean, with respect to any U.S. jurisdiction that requires or permits the filing of a Combined Return, the affiliated group of corporations (as constituted from time to time), that EWS determines will join in the filing of such Combined Return that includes a EWS Combined Group and an SNI Combined Group.

     “TPIs” shall have the meaning assigned to it in Section 2.03.

     “Treasury Regulations shall mean U.S. Treasury regulations issued under the Code.

     “Unqualified Tax Opinion” shall mean an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

     SECTION 1.02. General Interpretive Principles. (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires, (b) the term “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and any references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified, (c) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified and (d) any reference to any federal, state, local or non-U.S. statute or law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

     SECTION 1.03. Applicable Standards. Except as otherwise specifically provided herein, this Agreement shall supersede in all respects any and all policies and procedures governing the allocation of Tax liability among the members of the EWS Group or the Total Combined Groups. Except as otherwise specifically provided hereunder, all determinations and actions required under this Agreement will be taken by EWS and shall be made in good faith taking into account, among other factors, the goal of reducing the aggregate Taxes of the Parties. It is the intention of the Parties that this Agreement shall be administered in a manner so that the allocation of income, deduction, loss or Credit between the Parties will produce Tax consequences for the Parties, on a current, carryback and carryover basis, that are consistent with those that are required by the Code and Treasury Regulations.

ARTICLE II
U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES

     SECTION 2.01. Affiliation Years.

     (a) SNI and EWS Tax Liabilities. SNI irrevocably designates and agrees to cause each of its Affiliates to so designate EWS as its agent to take any and all actions necessary or incidental to the preparation and filing of EWS Consolidated Returns. EWS shall be responsible for, and shall indemnify and hold SNI and the SNI Affiliates harmless against all U.S. federal income tax liabilities in respect of members of the EWS Group (other than members of the SNI Group) under Treasury Regulations Section

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1.1502-6. SNI shall be responsible for, and shall indemnify and hold EWS and the EWS Affiliates harmless against, the U.S. federal income Tax liability of the SNI Group for all taxable years ending on or before December 31, 2008, including, without limitation, the 2007 Tax Liability and the 2008 Tax Liability. SNI shall be liable for and pay EWS the Adjusted Separate SNI Group Federal Tax Liability for each such Affiliation Year. EWS shall pay SNI, but SNI shall remain liable for, Excess EWS Group Benefits, if any, for any such year if the Adjusted Separate SNI Group Federal Tax Liability for such year is zero. SNI shall pay EWS but EWS shall remain liable for, Excess SNI Group Benefits, if any, for the Taxable year of the EWS Group ending on December 31, 2007, if the Adjusted Separate EWS Group Federal Tax Liability for such Taxable year is zero.

     (b) 2007 Tax Liability. At least three (3) business days before EWS files the EWS Consolidated Return for the 2007 Taxable Year, the Parties shall determine the amount of the 2007 Tax Liability or any Excess EWS Group Benefits for such year (“2007 Excess EWS Group Benefits”) or any Excess SNI Group Benefits for such year (“2007 Excess SNI Group Benefits”). SNI shall pay to EWS or EWS shall pay to SNI an amount equal to the difference between (i) the 2007 Tax Liability and (ii) (A) the sum of any payments previously made by SNI to EWS with respect to the 2007 Tax Liability, reduced (to and below zero) by (B) the sum of any payments previously made or to be made by EWS to SNI in respect of any 2007 Excess EWS Group Benefits and increased by the payments made or to be made by SNI to EWS with respect to the 2007 Excess SNI Group Benefits. The “2007 Tax Liability” is the Adjusted Separate SNI Group Federal Tax Liability for the taxable year ending on December 31, 2007 (“2007 Taxable Year”). Payment by SNI is due within one (1) business days after notice by EWS. Payment by EWS is due within thirty (30) business days of filing the EWS Consolidated Return for the 2007 Taxable Year.

     SECTION 2.02. 2008 Taxable Year.

     (a) 2008 Tax Liability. SNI shall be responsible and pay EWS for, and shall indemnify and hold EWS and the EWS Affiliates harmless against, the “2008 Tax Liability,” which shall include, but not be limited to, all liabilities arising from the triggering of intercompany and other items as described in clause (iii) of the definition above of “Adjusted Separate SNI Group Federal Tax Liability” and all Taxes attributable to the income of CPMCO for the 2008 Taxable Year. EWS agrees to indemnify and hold SNI and SNI Affiliates harmless against U.S. federal income tax liabilities in respect of members of the EWS Group (other than members of the SNI Group) under Treasury Regulation Section 1.1502-6 other than Tax liability attributable to the income of CPMCO for the 2008 Taxable Year. The “2008 Tax Liability” is the Adjusted Separate SNI Group Federal Tax Liability for the taxable year beginning on January 1, 2008 and ending on and including the Distribution Date (the “2008 Taxable Year”) and all taxes attributable to the income of CPMCO for the 2008 Taxable Year. EWS shall pay SNI but SNI shall remain liable for the Excess EWS Group Benefits, if any, for the taxable year of the EWS Group ending on December 31, 2008 if the Adjusted Separate SNI Group Federal Tax Liability is zero under the preceding sentence (“2008 Excess EWS Group Benefits”). SNI shall pay EWS but EWS shall remain liable for, Excess SNI Group Benefits, if any, for the Taxable year of the EWS Group ending on December 31, 2008, if the Adjusted Separate EWS Group Federal Tax Liability for such Taxable year is zero (“2008 Excess SNI Group Benefits”).

     (b) Estimated Payments, Etc. From and after the date of this Agreement, SNI shall pay to EWS no later than the day before each due date for the payment of quarterly estimated U.S. federal income Taxes for the taxable year of the EWS Group ending on December 31, 2008 and the payment due March 15, 2009 the difference, if any, between (A) 2008 Tax Liability due based on the method for making estimated payments elected by EWS pursuant to Section 6655 of the Code, and (B) the sum of any payments previously made by SNI to EWS with respect to the 2008 Tax Liability.

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     (c) Payment Upon Filing Return. At least three (3) business days before the day that EWS files the EWS Consolidated Return for the 2008 Taxable Year, EWS shall determine the amount of the 2008 Tax Liability, any 2008 Excess EWS Group Benefits, and any 2008 Excess SNI Group Benefits. SNI shall pay to EWS or EWS shall pay to SNI, as the case may be, the difference between (i) the 2008 Tax Liability and (ii) (A) the sum of the payments previously made by SNI to EWS with respect to the 2008 Tax Liability reduced (to and below zero) by (B) the sum of any payments previously made or to be made by EWS to SNI in respect of any 2008 Excess EWS Group Benefits and increased by any payments made or to be made by SNI to EWS in respect of any 2008 Excess SNI Group Benefits and all Taxes attributable to the income of all CPMCO for the 2008 Taxable Year. Payment by SNI is due within at least one (1) business day before the date on which such Tax is required to be paid. Payment by EWS is due within thirty (30) business days of filing the EWS Consolidated Return for the 2008 Taxable Year.

     (d) Settling Tax Payable Accounts. On or before the Distribution Date, SNI and EWS shall cooperate to settle all intercompany accounts with respect to Taxes for all Affiliation Years and all Combined Years based on the most accurate and complete information then available. SNI and EWS shall finally settle such accounts as otherwise provided in this Article II.

     (e) Assignment of Taxable Items. The Parties shall determine the amounts of income, gain, loss, deduction, and Credit of the SNI Group for the 2008 Taxable Year that are properly includable in the EWS Consolidated Return for the taxable year of the EWS Group ending on December 31, 2008. For all relevant purposes of this Agreement, the members of the SNI Group and each SNI Combined Group shall cease to be members of the EWS Group and their respective Total Combined Groups, as of the end of the Distribution Date, and SNI shall cause the books of account of the members of the SNI Group and the SNI Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with EWS’s direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the SNI Group shall be determined in accordance with Treasury Regulations Section 1.1502-76(b)(l), -76(b)(2)(i) and — 76(b)(2)(iv) and no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made under Treasury Regulations Section 1.1502- 76(b)(2)(iii) if such allocation is determined by the Parties to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a pass-through entity that is owned by a member of the SNI Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the SNI Group would be treated as owning an interest of less than 50% in the aggregate in such pass-through entity, then pursuant to Treasury Regulations Section 1.706-l(c)(ii), each such member’s share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the pass-through entity until the end of the partnership tax year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. SNI and SNI Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.

     (f) Determining Foreign Attributes. Without limiting the foregoing, the Parties shall also determine the portion of any Foreign Attribute for the SNI Group that is allocable to the taxable year ending December 31, 2008, provided, that such portion to be allocated will not include any amount described in Section 951 (a) of the Code (relating to inclusions in income of controlled foreign corporation earnings) or any amount described in Section 1293(a) of the Code (relating to inclusions in income of qualified electing fund earnings), or any indirect foreign Tax Credit under Sections 960 and 1293(f) of the Code for foreign income Taxes deemed paid with respect to either of these items; and provided, further, that, without the prior written consent of EWS, such consent not being unreasonably withheld, SNI and its

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subsidiaries shall not elect to recapture an amount of taxable income from sources without the U.S. of any member of the SNI Group greater than the minimum amount required by Section 904(f)(l) of the Code for any Affiliation Year. SNI shall provide EWS with all information it reasonably requests to make any determination under this subsection (f). EWS will likewise share all information with SNI necessary for SNI to determine its share of the consolidated foreign Tax Credits for the taxable year ending December 31, 2008 and all prior taxable years.

     SECTION 2.03. U.S. Federal Alternative Minimum Tax.

     (a) SNI Tax Liability. Notwithstanding any other provision in this Agreement, if, for any Affiliation Year, the EWS Group is liable for alternative minimum Tax for U.S. federal income Tax purposes (or any similar U.S. federal Tax) (“AMT”) and the SNI Group would be liable for AMT if it filed a Tax Return as a separate consolidated group (“SNI Separate AMT”). SNI shall pay to EWS an amount (the “SNI AMT Liability”) determined by the Parties equal to the product of the AMT liability for the EWS Group (the “EWS AMT Liability”) and a fraction (the “Fraction”) (x) the numerator of which is the sum of the Tax preference items and adjustments of the SNI Group relevant for purposes of the computation of AMT (the “TPIs”) for such Affiliation Year and (y) the denominator of which is the sum of the TPIs of all members of the EWS Group for such Affiliation Year. The SNI AMT Liability for such Affiliation Year shall not exceed the amount of the SNI Separate AMT for such Affiliation Year.

     (b) Minimum Tax Credits. If for any Affiliation Year SNI has paid to EWS the SNI AMT Liability, EWS shall pay to SNI its proportionate share (determined below) of the minimum Tax credit for U.S. federal income Tax purposes (the “Minimum Tax Credit”) arising from such Affiliation Year which is actually utilized by the EWS Group in a subsequent Affiliation Year. SNI’s proportionate share of such credit for any Affiliation Year shall be equal to the product of such credit and the Fraction (defined in subsection (a) above). In no event shall SNI be paid amounts in the aggregate in respect of such credit in excess of the corresponding SNI AMT Liability.

ARTICLE III
U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES

     SECTION 3.01. Returns Covered. If any member of an EWS Combined Group and any member of an SNI Combined Group are required to file, or if the Parties elect that any member of an EWS Combined Group and any member of an SNI Combined Group shall file a Combined Return for any taxable years, or where any U.S. state or local Taxing authority successfully asserts such a combined filing requirement, the allocation and settlement of amounts due between the Parties shall be governed by this Article III.

     SECTION 3.02. Pre-2008 Taxable Year. For each taxable year ending on or before December 31, 2007, the Parties shall determine each SNI Combined Group’s respective share, as determined below, of the total U.S. state and local Tax liability in each such Combined State (each a “Combined State Total Tax Liability”). The SNI Combined Group’s share of each Combined State Total Tax Liability (“SNI Group State Tax Liability”) will be based on the apportionment percentage of all members of the SNI Combined Group, determined with reference only to those companies that are subject to such state’s taxing jurisdiction, as if such members of the SNI Combined Group had filed a separate Combined Return. The SNI Group State Tax Liability will include any minimum or similar Taxes for members of each SNI Combined Group that may be required by the relevant state or locality. SNI shall be responsible for and pay to EWS, and shall indemnify EWS and EWS Affiliates from and against the SNI Group State Tax Liability for each Combined Return for all taxable years ending on or before December 31, 2007. Any Combined State Total Tax Liability in excess of the SNI Group State Tax Liability (“EWS Group State Tax Liability”) shall be the responsibility of EWS and EWS shall indemnify SNI and SNI Affiliates

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from and against the EWS Group State Tax Liability for all taxable years ending on or before December 31, 2007.

     SECTION 3.03. Operating Losses. Consistent with the approach applied for operating units of Total Combined Groups, the SNI Group State Tax Liability will not be reduced by, nor will SNI or any other SNI Combined Group member receive any payment, credit or benefit for, U.S. state or local net operating losses (“NOLs”), including any carryback or carryover NOLs, that any such member generates for U.S. state or local income Tax purposes on a stand-alone basis, whether or not they are used in a Combined Return (except insofar as such NOLs may reduce the SNI Combined Group’s share of the total U.S. state and local Tax liability for a Total Combined Return).

     SECTION 3.04. 2008 Taxable Year. For the taxable years beginning on January 1, 2008, the Parties shall determine the SNI Combined Group’s share of the total U.S state and local Tax liability in each Combined State in the same manner as set forth in Sections 3.02 and 3.03 above, taking into account the apportionment percentages and other relevant items of each appropriate SNI Combined Group through and including the Distribution Date. SNI shall be responsible for and pay to EWS, and shall indemnify EWS and the EWS Affiliates from and against, the SNI Group State Tax Liability for all Combined Returns and all Taxes attributable to the income of CPMCO for the taxable years beginning January 1, 2008.

     SECTION 3.05. Short-Year State and Local Returns. EWS and SNI agree that Combined Returns filed for Tax periods beginning January 1, 2008, will reflect a short taxable year for SNI ending on the Distribution Date in any state or local taxing jurisdiction in which such Tax year is allowed by administrative practice, whether or not required by law.

     SECTION 3.06. Estimated Taxes. Etc. For each Combined State, the Parties will determine the SNI Combined Group’s estimated Tax payments and extension payments (collectively, “Estimated State Taxes”), will prescribe the information required to be provided by the SNI Combined Group to support EWS’s preparation and filing of Combined Returns and payment of Estimated State Taxes, together with a schedule of due dates for providing of such information and paying its share of Estimated State Taxes, and SNI will timely and accurately provide and pay the same to EWS, the Parties will calculate the aggregate SNI Group State Tax Liability for all Combined States for a Combined Year less a credit for aggregate Estimated State Taxes paid or determine the refund due to SNI to the extent aggregate Estimated State Taxes paid by SNI exceed the aggregate SNI Group State Tax Liability. Payment by SNI is due within one (1) business day before the date such Tax are required to be paid. Payment by EWS to SNI of any SNI overpayment is due within five (5) business days after the return including the overpayment is filed.

     SECTION 3.07. Adjustments.

     (a) If an Adjustment occurs, the SNI Group State Tax Liability for the year in question shall be recomputed by the Parties, including all changes to apportionment percentages that result from such Adjustment. SNI shall make payments to EWS for an increase in the SNI Group Tax Liability or EWS shall make payments to SNI for a decrease in the SNI Group Tax Liability, including its allocable share of interest, penalties and additions to Tax and external costs. Payment in respect of such Adjustments by SNI is due at least one (1) business day before the date payment of such Adjustment is required to be made. Payment in respect of such Adjustments by EWS is due within five (5) business days after EWS receives a refund or credit for refund in respect of the items in question.

     (b) Subject to Article VIII, the Parties shall jointly control all Tax Contests relating to any such Adjustments.

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ARTICLE IV
SEPARATE TAX RETURN OBLIGATIONS

     SECTION 4.01. SNI Tax Liability. SNI shall be responsible for, and shall indemnify and hold harmless EWS and EWS Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include EWS or any EWS Affiliate; provided, however, for the 2008 Taxable Year the SNI Tax Liability shall include all Taxes attributable to the income of CPMCO.

     SECTION 4.02. EWS Tax Liability. EWS shall be responsible for, and shall indemnify and hold harmless SNI and SNI Affiliates against, any and all U.S. federal, state and local and non-U.S. Taxes that are required to be reported on any separate Tax Return that does not include SNI or any SNI Affiliate; provided, however, for the 2008 Taxable Year the EWS Tax Liability shall not include any Taxes attributable to the income of CPMCO.

     SECTION 4.03. Separate Return Adjustments. If there is an adjustment to a separate Tax Return of EWS and/or EWS Affiliates, or SNI and/or SNI Affiliates, as the case may be, that results in the inclusion in income in such Tax Return of income attributable to the other group of companies, and the recipient thereby incurs an Income Tax Detriment, SNI shall pay to EWS or EWS shall pay to SNI, as the case may be, an amount equal to such Income Tax Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final Determination of such Income Tax Detriment.

ARTICLE V
TAX-FREE STATUS OF DISTRIBUTION

     SECTION 5.01. Tax-Free Status Ruling, Etc. SNI will not take or fail to take or permit any SNI Affiliates to take or fail to take any action inconsistent with or that will cause to be untrue any material information or representation in the Ruling Documents, representation letters that the Tax Advisor relied upon in rendering an opinion or opinions on the Tax-Free Status (“Representation Letters”) or formal advice or opinion. EWS will not take or fail to take or permit any EWS Affiliates to take or fail to take any action inconsistent with or that will cause to be untrue any material information or representation in the Ruling Documents, Representation Letters or formal advice or opinion. In the event any material information or representation in the Ruling Documents or Representation Letters shall be untrue, EWS and SNI agree to allocate the Distribution Taxes arising therefrom 20% to EWS and 80% to SNI, SNI shall be responsible for, and shall indemnify and hold EWS and EWS Affiliates, and their direct and indirect shareholders harmless against, 80% of any Distribution Taxes and EWS shall be responsible for and shall indemnify and hold SNI and SNI Affiliates, and their direct and indirect shareholders harmless against 20% of any Distribution Taxes.

     SECTION 5.02. Maintaining Status of Active Business. SNI agrees that it intends to maintain the status of the Television Network and Interactive Businesses as an active trade or business as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder, that is part of, or treated as part of, the SNI Group for U.S. federal income Tax purposes. EWS agrees that it intends to maintain the status of the Newspaper Business and EWS Businesses as an active trade or business as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder that is part of, or treated as part of the EWS Group for U.S. federal income Tax purposes.

     SECTION 5.03. Limits on Proposed Acquisition Transactions.

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     (a) SNI agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed SNI Acquisition Transaction, approve any Proposed SNI Acquisition Transaction or, to the extent SNI has the right to prohibit any Proposed SNI Acquisition Transaction, permit any Proposed SNI Acquisition Transaction to occur (whether by redeeming rights under a shareholder rights plan, finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed SNI Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) sell or otherwise transfer in a single transaction or series of transactions 40% or more of the gross or net assets of the SNI Business or 40% or more of the consolidated gross or net assets of SNI and the SNI Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an SNI Affiliate) any SNI Capital Stock, or rights to acquire such stock other than open market repurchases of less than 10 %, in the aggregate, of SNI Class A Common Shares provided such stock repurchases meet the requirements of Rev. Proc. 96-30, 1996-1 C.B. 696); (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the separate classes of SNI Capital Stock (including, without limitation, through the conversion of one class of SNI Capital Stock into another class of SNI Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Ruling Documents, or Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (taking into account any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, SNI Capital Stock representing a Fifty-Percent or Greater Interest in SNI or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SNI shall have requested that EWS obtain a private letter ruling from the IRS and EWS shall have received such a ruling in form and substance satisfactory to EWS that confirms that the Tax- Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (B) SNI shall provide EWS with an Unqualified Tax Opinion in form and substance acceptable to EWS (and on which EWS may rely) that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (C) EWS shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling is satisfactory or such opinion is acceptable, EWS may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in SNI, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code. SNI shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse EWS for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion.

     (b) EWS agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed EWS Group Acquisition Transaction, approve any Proposed Acquisition Transaction or, to the extent EWS has the right to prohibit any Proposed EWS Group Acquisition Transaction, permit any Proposed EWS Group Acquisition Transaction to occur (whether by redeeming rights under a shareholder rights plan, finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed EWS Group Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) sell or otherwise transfer in a single transaction or series of transactions 40% or more of the gross or net assets of the EWS Business or 40% or more of the consolidated gross or net assets of EWS and the EWS Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an EWS Affiliate) any EWS Capital Stock, or rights to acquire such stock other than

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open market repurchases of less than 10%, in the aggregate, of EWS Class A Common Shares provided such stock repurchases meet the requirements of Rev, Proc. 96-30, 1996-1 C.B. 696); (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the separate classes of EWS Capital Stock (including, without limitation, through the conversion of one class of EWS Capital Stock into another class of EWS Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Ruling Documents, or Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (taking into account any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, EWS Capital Stock representing a Fifty-Percent or Greater Interest in EWS or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) EWS shall have obtained a private letter ruling from the IRS and EWS shall have received such a ruling in form and substance satisfactory to SNI that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (B) EWS shall provide SNI with an Unqualified Tax Opinion in form and substance acceptable to SNI (and on which SNI may rely) that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (C) SNI shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling or opinion is satisfactory, SNI may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in EWS, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code. EWS shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse EWS for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion.

     SECTION 5.04. Indemnity.

     (a) Subject to subsection (c) of this section, SNI shall be responsible for, and shall indemnify and hold EWS and EWS Affiliates and their direct and indirect shareholders harmless against any Distribution Taxes, to the extent such Distribution Taxes are attributable to, caused by, or result from one or more of the following:

          (i) any action or omission by SNI or any SNI Affiliate, at any time, that is inconsistent with any information, covenant or representation in the Ruling Documents, Representation Letters or any tax opinions concerning the Tax-Free Status of the Distribution;

          (ii) any action or omission by SNI or any SNI Affiliate, after the Distribution (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of section 355(e) of the Code) occurring on or prior to the Distribution), including a cessation, transfer to affiliates, or disposition of the active trades or businesses, stock buyback or payment of an extraordinary dividend;

          (iii) any acquisition of any stock or assets of SNI or any SNI Affiliate, by one or more other Persons (other than EWS or any EWS Affiliate) prior to or following the Distribution;

          (iv) any issuance of stock by SNI or any SNI Affiliate, after the Distribution, including any issuance pursuant to the exercise of employee stock options or other employment related arrangements, or the exercise of warrants; or

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          (v) any change in ownership of stock in SNI or any SNI Affiliate after the Distribution.

     (b) Subject to subsection (c) of this section, EWS shall be responsible for, and shall indemnify and hold SNI and SNI Affiliates and their direct and indirect shareholders harmless against any Distribution Taxes, to the extent such Distribution Taxes are attributable to, caused by, or result from one or more of the following:

          (i) any action or omission by EWS or any EWS Affiliate, at any time, that is inconsistent with any information, covenant or representation in the Ruling Documents, Representation Letters or any tax opinions concerning the Tax-Free Status of the Distribution;

          (ii) any action or omission by EWS or any EWS Affiliate, after the Distribution (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of section 355(e) of the Code) occurring on or prior to the Distribution), including a cessation, transfer to affiliates, or disposition of the active trades or businesses, stock buyback or payment of an extraordinary dividend;

          (iii) any acquisition of any stock or assets of EWS or any EWS Affiliate, by one or more other Persons prior to or following the Distribution;

          (iv) any issuance of stock by EWS or any EWS Affiliate, after the Distribution, including any issuance pursuant to the exercise of employee stock options or other employment related arrangements, or the exercise of warrants; or

          (v) any change in ownership of stock in EWS or any EWS Affiliate after the Distribution.

     (c) For purposes of calculating the amount and timing of any Tax-Related Loss in connection with any Tax payable by an indemnified party, such loss shall be calculated by assuming that the indemnified party pays income Tax at the Highest Combined Tax Rate in effect in each relevant taxable year and that the income arising in connection with the Tax-Related Losses is the only item of income, deduction, Credit or loss for such year. SNI shall pay EWS or such other applicable indemnified party the amount of any such Tax-Related Losses for which SNI is responsible under this Section 5.04 within one (1) business day before payment is due from EWS or such other party. EWS shall pay SNI or such other applicable indemnified party the amount of any such Tax-Related Losses for which EWS is responsible under this Section 5.04 within one (1) business day before payment is due from SNI or such other party.

     (d) Until all applicable statutes of limitations with respect to Distribution Taxes expire (after giving effect to any extensions or waivers thereof), SNI shall not (i) merge or consolidate with any other Person or liquidate or partially liquidate into any other Person, (ii) sell or otherwise transfer to any other Person or group of Persons, directly or indirectly, in a single transaction or series of transactions 25% or more of the gross or net assets of SNI (such percentage to be determined based on fair market value as of the Distribution Date), (iii) engage in any other reorganization or restructuring with any other Person, or (iv) agree or permit any Person or group of Persons, directly or indirectly, in a single transaction or series of transactions, to acquire a Fifty Percent or Greater Interest in SNI, unless, in each case, each such Person agrees, to EWS’ satisfaction, to be jointly and severally liable with SNI in its obligations under this Article V.

     (e) Until all applicable statutes of limitations with respect to Distribution Taxes expire (after giving effect to any extensions or waivers thereof), EWS shall not (i) merge or consolidate with any other

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Person or liquidate or partially liquidate into any other Person, (ii) sell or otherwise transfer to any other Person or group of Persons, directly or indirectly, in a single transaction or series of transactions 25% or more of the gross or net assets of EWS (such percentage to be determined based on fair market value as of the Distribution Date), (iii) engage in any other reorganization or restructuring with any other Person, or (iv) agree or permit any Person or group of Persons, directly or indirectly, in a single transaction or series of transactions, to acquire a Fifty Percent or Greater Interest in EWS, unless, in each case, each such Person agrees, to SNI’s satisfaction, to be jointly and severally liable with EWS in its obligations under this Article V.

ARTICLE VI
CARRYOVER AND CARRYBACK ITEMS

     SECTION 6.01. Carryovers to Post-Affiliation Years. The Parties will apportion any U.S. federal consolidated net operating or capital losses, Credits or other applicable items between members of the SNI Group (departing from the EWS Group as a consequence of the Distribution and related transactions) and members of the EWS Group (not taking into account SNI Group members) pursuant to applicable Treasury Regulations promulgated under Section 1502 of the Code. Such consolidated items and their apportionment will be adjusted to reflect any Adjustments that take place in applicable Affiliation Years.

     SECTION 6.02. Carrybacks from Post-Affiliation Years.

     (a) Carryback Items. If SNI and/or its subsidiaries sustain U.S. federal capital or net operating losses or generate U.S. federal Credits in a Post-Affiliation Year which may be carried back to an Affiliation Year and will generate an Income Tax Benefit, SNI may request EWS to file a Section 6.02 Claim with the IRS with respect to the U.S. federal income Tax liability of the EWS Group for such Affiliation Year. EWS shall have sole discretion whether to accept a request to file carryback claims (except for foreign Tax Credit or domestic source capital loss carryback claims) and file any amended Tax Returns or claims for refund relating thereto, which discretion may be exercised without regard to satisfying a standard of good faith or any other standard provided for in this Agreement or elsewhere. With regard to requests to file foreign Tax Credit or domestic source capital loss carryback claims to an Affiliation Year, EWS will implement such requests it determines in good faith to be available on the terms set forth hereinafter.

     (b) Procedures. If EWS files a Section 6.02 Claim, EWS shall have full control over the Section 6.02 Claim and will consult with SNI to determine the nature of all actions to be taken in connection with such claim. If there is any limitation that applies to the EWS Group in respect of all or a portion of the items that comprise a Section 6.02 Claim in respect of foreign Tax Credits or domestic source capital losses, any Income Tax Benefit in respect of such claim shall be determined by EWS in consultation with SNI. If there any limitations in the ability of the EWS Group to utilize items in the same category as the items that comprise such claim, any Income Tax Benefit will be determined by EWS in consultation with SNI based on the assumption that the items were utilized on a Proportionate Basis, EWS will pay to SNI the amount of the Income Tax Benefit, if any, derived from such claim within 30 business days after it receives a refund or credit for refund therefor. SNI will repay to EWS all or a portion of such amount to the extent the Income Tax Benefit is reduced as a result of an Adjustment for any Affiliation Year or otherwise, together with applicable interest and penalties. If EWS elects to file a Section 6.02 Claim in respect of the carryback of any attribute other than foreign Tax Credits or domestic source capital losses, the terms for payment and other provisions shall be determined based upon the mutual agreement, if any, of the Parties. If EWS files a Section 6.02 Claim, SNI will indemnify EWS for any additional Taxes or loss of Tax benefits incurred by a member of the EWS Group (including interest, penalties and additions to Tax) arising from such claim. EWS shall also be entitled to reimbursement

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from SNI for any reasonable external costs for professional services incurred by EWS in connection with the Section 6.02 Claim whether or not SNI receives payment or credit therefor.

ARTICLE VII
U.S. FEDERAL INCOME TAX ADJUSTMENTS

     SECTION 7.01. Determination. If an Adjustment occurs, the liability of SNI or EWS, as the case may be, pursuant to Article II hereof, or the amounts allocated pursuant to Article VI, shall be recomputed by the Parties. As recomputed for purposes of Article II, SNI shall make payments to EWS for an increase in SNI’s liability or EWS shall make payments to SNI for an increase in EWS’ liability. For purposes of Sections 2.01 and 2.02, SNI’s liability shall be deemed to have increased by any Adjustment that results in an increase in the Adjusted Separate SNI Group Federal Tax Liability or a decrease in the Excess EWS Group Benefits, and EWS’ liability shall be deemed to have increased by any Adjustment that results in a decrease in the Adjusted Separate SNI Group Federal Tax Liability or an increase in the Excess EWS Group Benefits.

     SECTION 7.02. Payments. Payments due from SNI to EWS shall be made no later than one (1) business day before the due date for payment by EWS to a Taxing authority upon the Final Determination of the items in question, or, to the extent no such payment is due, within ten (10) business days after the date of such Final Determination. Payments due from EWS to SNI shall be made within ten (10) business days after EWS receives a refund or a credit for a refund with regard to the items in question after a Final Determination therefor. Such payments shall include any applicable interest, penalties and additions to Tax and, if applicable, any reasonable external costs for professional services incurred by EWS thereon. In calculating any interest payable by SNI to EWS hereunder, interest, if any, due from EWS to the IRS shall first be deemed to arise with respect to the increase in the liability of SNI, as determined above.

     SECTION 7.03. Procedures. Subject to Section 6.02 hereof, for any Affiliation Year or Combined Year, the Parties will determine whether to give effect, through any Tax Return, claim for refund or otherwise, to items of loss, deduction or Credit for the SNI Group which are greater than those reflected on prior Tax Returns and the nature of all actions taken with respect thereto. If EWS files such a claim, SNI will indemnify EWS for any additional Taxes or loss of Tax benefits incurred by a member of the EWS Group or the applicable Total Combined Group (including interest, penalties and additions to Tax) arising from such claim.

     SECTION 7.04. Intercompany Adjustments. If any transaction or arrangement between EWS and/or EWS Affiliates, on the one hand, and SNI and/or SNI Affiliates, on the other hand, is recharacterized for applicable Tax purposes under Section 482 of the Code or otherwise and such recharacterization results in an Income Tax Detriment to one applicable group of companies and an Income Tax Benefit to the other group, the group incurring the Income Tax Detriment shall be paid by the other group an amount equal to such Income Tax Detriment (including any interest, penalties and additions to Tax) within thirty (30) business days after the Final Settlement of such Income Tax Detriment. In addition, each Party hereto shall be responsible for, and shall indemnify and hold the other Party and its Affiliates harmless against, any Taxes attributable to intercompany items or otherwise for any stock or other assets (tangible or intangible) transferred to it (or an EWS Affiliate, in the case of EWS, or an SNI Affiliate, in the case of SNI) from the other Party hereto (or an EWS Affiliate, in the case of EWS, or an SNI Affiliate, in the case of SNI) for which it is determined not to have paid or provided fair market value consideration.

ARTICLE VII
INCOME TAX PROCEEDINGS

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     SECTION 8.01. Notice. Each Party shall provide prompt notice to the other Party of any pending or threatened Tax audit, assessment, proceeding or other Tax Contest of which it becomes aware that could affect any Tax liability for which the other Party may be responsible under this Agreement; provided, however, that failure to give prompt notice shall not affect the indemnification obligations hereunder except to the extent the Party providing indemnification is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing such matters in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing authority in respect of any such matters.

     SECTION 8.02. SNI and EWS Issues. EWS and SNI hereby agree that during the course of an audit or any Tax Contest relating to any Affiliation Year, they will in good faith endeavor to discuss and resolve separately with the IRS district agents or any equivalent state or local Taxing authority any SNI Issues and EWS Issues. “SNI Issues” are issues relating to items of income, gain, loss, deduction, or Credit that are attributable solely to the SNI Group and that could not reasonably have material adverse consequences for the U.S. federal, state or local income Tax liability of a member of the EWS Group (other than a member of the SNI Group) if resolved against the taxpayer. “EWS Issues” are any other issues, including issues relating to Foreign Attributes of the SNI Group.

     SECTION 8.03. Procedures.

     (a) In the event a Revenue Agent’s Report (“RAR”) or equivalent state or local report is issued with respect to an Affiliation Year and the RAR or equivalent state or local report contains Adjustments proposed with respect to SNI Issues, at SNI’s request, EWS shall protest (as provided for in applicable Treasury Regulations or applicable state or local rules and regulations) the adjustments made with respect to SNI Issues. SNI will prepare that portion of any protest which it determines should be filed in connection with any Adjustment proposed with respect to SNI Issues and shall limit such portion of the protest to the defense of the specific SNI Issues raised in the RAR or equivalent state or local report.

     (b) After the filing of such protest, EWS and SNI shall jointly meet with the IRS, state or local representatives responsible for disposing of the issues in dispute and request the separate resolution of the EWS and SNI Issues. They shall further request that the IRS or equivalent state or local Taxing authority assign separate representatives to conduct any review of or proceedings on their respective issues.

     (c) Regardless of whether the IRS or equivalent state or local Taxing authority agrees to resolve the issues affecting each Party or assign separate representatives to deal with the issues of each, EWS and SNI each will attend meetings and will prepare written presentations to be made to the IRS regarding any Adjustments proposed only with respect to its respective issues. EWS and SNI shall keep each other promptly informed of any developments and discussions at any such meetings concerning Adjustments, whether or not formally proposed, affecting the other Party.

     (d) For each Affiliation Year, EWS shall have control of all EWS Issues not otherwise settled at the audit or appeals level of the IRS or equivalent state or local Taxing authority. For each Affiliation Year, SNI shall have control of all SNI Issues not otherwise settled by SNI at the audit or appeals level of the IRS or equivalent state or local Taxing authority (“SNI Unsettled Issues”).

     (e) To the extent any EWS Issues could affect any Tax liability for which the SNI Group may be responsible, SNI shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or Adjustment, and EWS shall not settle any such EWS Issue without the consent of SNI, such consent not to be unreasonably withheld. To the extent that any SNI Issues could affect any

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Tax liability for which the EWS Group may be responsible, EWS shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or Adjustment, and SNI shall not settle any such SNI Issue without the consent of EWS, such consent not to be unreasonably withheld.

     SECTION 8.04. Forum for Judicial Proceedings.

     (a) Prior to instituting legal proceedings with respect to an SNI Unsettled Issue, SNI shall, at its sole cost and expense, unless EWS agrees to waive the same, obtain an evaluation of the SNI Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously.

     (b) If the evaluation discloses any SNI Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year, EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

     (c) Prior to instituting legal proceedings with respect to an EWS Unsettled Issue, EWS shall, at its sole cost and expense, unless SNI agrees to waive the same, obtain an evaluation of the EWS Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously.

     (d) If the evaluation discloses any EWS Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If EWS Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

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ARTICLE IX
PAYMENTS

     SECTION 9.01. Reporting of Indemnity Payments, Etc. Any Tax indemnity payments hereunder or payments made in respect of Tax-Related Losses hereunder shall, unless otherwise required by law, be reported for Tax purposes by the payer and the recipient as a cash capital contribution by EWS or a cash distribution by SNI, as the case may be, immediately before the Distribution. If, notwithstanding such reporting, such payment results in additional taxable income to the recipient, such payments shall be increased such that the amount that the recipient receives (net of Taxes) shall equal the amount of the payment that it would otherwise be entitled to receive pursuant to this Agreement.

     SECTION 9.02. Interest on Late Payments. If any payments hereunder are not made when due, interest shall accrue on the unpaid amount at the underpayment rate for large corporate underpayments, in effect from time to time under Section 6621 of the Code, while such amount is outstanding.

ARTICLE X
TAX RETURNS

     SECTION 10.01. Cooperation and Furnishing of Tax Return Information.

     (a) Cooperation. EWS and SNI each agree to cooperate fully in connection with the preparation of any Tax Return relating to any Affiliation Year or Combined Year and the resolution of any related Tax audits, proceedings or disputes.

     (b) Tax Return Information. For purposes of the preparation by EWS of Tax Returns for the taxable years ending on December 31, 2007 and December 31, 2008, respectively, on or prior to such date(s) as specified by EWS, SNI shall provide EWS with Tax information for all members of each SNI Combined Group, including but not limited to, schedule(s) showing the items of income, gain, loss, deduction and Credit and Foreign Attributes with respect to each such taxable year required to be included in applicable Tax Returns and complete work papers together with such other information as EWS may request. The information provided by SNI shall be consistent with any similar information provided by SNI to EWS for prior taxable years.

     (c) SNI Disclosures. SNI represents that it has provided, and agrees to promptly provide, to EWS complete and accurate information that is required or EWS requests to satisfy all applicable U.S. federal, state and local, and non-U.S. disclosure and reporting requirements in respect of listed transactions, reportable transactions and other transactions that may be viewed as Tax-motivated, including, but not limited to, U.S. state expense disallowance information. SNI also represents that it has provided, and agrees to promptly provide, to EWS all documents and other information that is required or EWS requests to satisfy the transfer pricing and other documentation requirements set forth in Sections 482 and 6662 of the Code and the Treasury Regulations thereunder or otherwise (including analogous provisions under U.S. state and local or non-U.S. law), including but not limited to, principal documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(B), and to address any transfer pricing audit issue arising under Section 482 of the Code or otherwise, shall promptly provide to EWS any documents and information it may request, including background documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(C). SNI further represents that it has provided, and agrees to promptly provide, to EWS all internal and external tax opinions memoranda relating to the transactions and other matters addressed in this subsection (c). If SNI fails to timely satisfy the requirements of this subsection (c), it will indemnify, and hold EWS and EWS Affiliates harmless against, any Taxes, interest, penalties or additions to Tax arising therefrom.

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     (d) EWS Disclosures. EWS represents that it has provided, and agrees to promptly provide, to SNI complete and accurate information that is required or SNI requests to satisfy all applicable U.S. federal, state and local, and non-U.S. disclosure and reporting requirements in respect of listed transactions, reportable transactions and other transactions that may be viewed as Tax-motivated, including, but not limited to, U.S. state expense disallowance information. EWS also represents that it has provided, and agrees to promptly provide, to SNI all documents and other information that is required or SNI requests to satisfy the transfer pricing and other documentation requirements set forth in Sections 482 and 6662 of the Code and the Treasury Regulations thereunder or otherwise (including analogous provisions under U.S. state and local or non-U.S. law), including but not limited to, principal documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(B), and to address any transfer pricing audit issue arising under Section 482 of the Code or otherwise, shall promptly provide to SNI any documents and information it may request, including background documents as defined in Treasury Regulations Section 1.6662-6(d)(2)(iii)(C). EWS further represents that it has provided, and agrees to promptly provide, to SNI all internal and external tax opinions memoranda relating to the transactions and other matters addressed in this subsection (d). If EWS fails to timely satisfy the requirements of this subsection (d), it will indemnify, and hold SNI and SNI Affiliates harmless against, any Taxes, interest, penalties or additions to Tax arising therefrom.

     SECTION 10.02. Preparation of Tax Returns.

     (a) Preparation. EWS shall have sole authority for the preparation and filing of any consolidated U.S. federal income Tax Return or Combined Tax Return, which include the items of income, gain, loss, deduction and Credit of the SNI Group or any SNI Combined Group for all relevant taxable periods, including but not limited to, determination of Foreign Attributes. With respect to the U.S. federal income Tax Returns for the taxable years ending December 31,2007 and December 31, 2008, respectively, EWS agrees to afford SNI a meaningful opportunity to review and comment on such returns, and shall consider such comments in good faith. In addition, with respect to any Combined Tax Return for the taxable years ending December 31,2007 and December 31, 2008, respectively, in which SNI is projected to have Tax liability in excess of $10,000, EWS agrees to afford SNI a meaningful opportunity to review and comment on such returns, and shall consider such comments in good faith. Any decisions with respect to the timing, filing, or content of the above Tax Returns shall be made jointly by the Parties.

     (b) Elections. SNI and the appropriate members of the SNI Group or an SNI Combined Group shall make or give their consent to such elections or other matters relating to the SNI Group or an SNI Combined Group as the Parties determine are necessary or advisable in connection with the filing of any such Tax Returns. In addition, no member of the SNI Group may elect to be considered as not having been a member of the EWS Group for U.S. federal income Tax purposes and no member of an SNI Combined Group may elect to be considered as not having been a member of a Total Combined Group for U.S. state or local Tax purposes for any taxable year or portion thereof without the prior written consent of EWS.

ARTICLE XI
POST AFFILIATION YEARS AND POST COMBINED YEARS

     SECTION 11.01. Returns. SNI shall not and shall not permit any of the SNI Affiliates to (i) file or amend any Tax Return for the Post Affiliation Year or a Post Combined Year beginning on the first day following the Distribution Date, in a manner that is inconsistent with the manner in which EWS filed its Tax Returns in an Affiliation Year or a Combined Year or (ii) make any election for any Post Affiliation Year or Post Combined Year if such election would have the effect of binding or requiring

- 25 -

conformity by any member of the EWS Group or any Total Combined Group for any Affiliation Year or Combined Year.

     SECTION 11.02. Actions or Transactions. SNI shall be obligated to inform and disclose fully to EWS any actions taken or transactions undertaken in a Post Affiliation Year or a Post Combined Year which can reasonably be expected to affect in any material way the Tax liability of the EWS Group for any Affiliation Year or a Total Combined Group for any Combined Year.

     SECTION 11.03. Proposed Adjustments. SNI shall promptly notify EWS and keep EWS apprised of any proposed Adjustments which arise out of an audit or examination of a Post-Affiliation Year or Post-Combined Year Tax Return which could reasonably be expected to affect in any material way the Tax liability for any Affiliation Year or Combined Years or which could reasonably result in treatment of items that is inconsistent with the manner in which EWS filed its Tax Returns for such years.

ARTICLE XII
BOOKS AND RECORDS

     SECTION 12.01. Retention Period. Without limiting any of the provisions of this Agreement, each of the Parties agrees that it shall retain, until the expiration of the appropriate statutes of limitations (including any extensions) plus ninety (90) days, copies of any Tax Returns for any open periods during the Affiliation Years and Combined Return Years which might be subject to Adjustment under this Agreement, supporting work schedules and other books, records or information which may be relevant and that it will not destroy or otherwise dispose of such records without first providing the other Party with a reasonable opportunity to review and copy the same. Without limiting the foregoing, SNI shall cooperate with EWS in identifying such books, records or information and so retain or provide to EWS such books, records or information as may be specified by EWS in writing within 180 days after the Distribution Date. Any information obtained pursuant to this Agreement, or any other information obtained by EWS or SNI relating to the Tax position of either Party shall be kept confidential by the Parties hereto, except if otherwise required by a Taxing authority.

     SECTION 12.02. Record Retention Policy. Without limiting the foregoing, each of the Parties hereto agrees that it shall retain copies of any books and records in its possession as required by any record retention agreement in effect from time to time, between EWS and the IRS or any other Taxing authority.

     SECTION 12.03. Tax Attributes. SNI shall maintain and provide to EWS upon request information which will enable EWS to determine, clarify or verify the adjusted book and Tax bases of the SNI stock held by EWS, SNI’s assets, both tangible and intangible, including the stock of all directly and indirectly owned subsidiaries of SNI which were members of the SNI Group or an SNI Combined Group at any time during Affiliation Years or Combined Years (but not any taxable year which does not affect an Affiliation Year or a Combined Year), and the adjusted book and Tax bases of all assets, both tangible and intangible, of such subsidiaries. In addition, SNI shall maintain and provide to EWS upon request all relevant information for the determination of earnings and profits of any members of the SNI Group, in accordance with applicable provisions of the Code and the Treasury Regulations thereunder.

     SECTION 12.04. Apportionment of Earnings and Profits and Tax Attributes. The Parties shall determine the portion, if any, of any earnings and profits, tax attribute, overall foreign loss, capitalized research and development expenditures or other consolidated, combined or unitary attribute which shall be allocated or apportioned to the SNI Group under applicable law. SNI and all members of the SNI Group shall prepare all Tax Returns in accordance with such written notice. In the event of a subsequent Adjustment to such allocations and apportionments, EWS shall promptly notify SNI in writing of such

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Adjustment. For the absence of doubt, EWS shall not be liable to SNI or any member of the SNI Group for any failure of any determination under this Section 12.03 to be accurate.

ARTICLE XII
COMPENSATION AND EMPLOYEE BENEFITS

     SECTION 13.01. General. Except as provided in Section 13.02, for U.S. federal, applicable U.S. state and local income and other Tax purposes, all deductions in respect of compensation and employee benefits, whether on or before or after the Distribution Date, shall be allocated to EWS (or its appropriate subsidiary) or SNI (or its appropriate subsidiary) based on the entity which, directly or indirectly, provides (or is obligated to provide) the cash or other consideration to its employees, former employees or other service providers or any individual whose rights are derived from such individual’s relationship with such employee, former employee or service provider.

     SECTION 13.02. Stock-Based Awards. For U.S. federal, applicable U.S. state and local income and other Tax purposes, all deductions in respect of Options, Restricted Shares and Restricted Share Units, whether on or before or after the Distribution Date, shall be allocated as follows:

     (a) Deductions in respect of Old EWS Options that are exercised on or before the Distribution Date and Old EWS Restricted Shares that vest (or with respect to which a timely Section 83 (b) election has been made) on or before the Distribution Date shall be allocated to EWS (and shall accordingly not be taken into account in computing Adjusted Separate SNI Group Federal Tax Liability).

     (b) Deductions in respect of New EWS Options, New EWS Restricted Shares, SNI Options and SNI Restricted Shares that are held by EWS Participants and EWS Directors immediately after the Distribution Date shall be allocated to EWS.

     (c) Deductions in respect of SNI Options, SNI Restricted Shares and SNI Restricted Share Units that are held by SNI Participants and SNI Directors immediately after the Distribution Date shall be allocated to SNI.

     (d) Deductions in respect of New EWS Options and SNI Options that are held by Joint EWS/SNI Directors immediately after the Distribution Date as a result of Section 7.02(d)(iii)(A) of the Employee Matters Agreement shall be allocated to EWS. Deductions in respect of SNI Options that are held by Joint EWS/NI Directors immediately after the Distribution Date as a result of Section 7.02(d)(iii)(B) of the Employee Matters Agreement shall be allocated to SNI.

     SECTION 13.03. Reporting of Deductions. Unless otherwise required by law, EWS and SNI shall for themselves and their appropriate subsidiaries compute their respective Tax liability and file all applicable Tax Returns in accordance with the allocations under Sections 13.01 and 13.02 above. In the event that any deduction allocated under such Sections to one entity is subsequently required by law to be reported by another entity for Tax purposes, EWS or SNI shall pay the entity to which the deduction was allocated under such Sections such amounts as are necessary to put such entity in the same position, on an after Tax basis, as it would have been if the allocation under such Sections had been respected.

     SECTION 13.04. Employment Taxes and Tax Reporting.

     (a) To the extent that EWS, SNI or any of their subsidiaries is allocated a deduction for Tax purposes under Sections 13.01 and 13.02 above or otherwise, then subject to any obligations under the Employee Matters Agreement, the entity to which the deduction is allocated shall be solely responsible

- 27 -

for satisfying any withholding and employment Tax liabilities and Tax reporting obligations in respect of the compensation that corresponds to such deduction.

     (b) SNI shall notify EWS of any event after the Distribution date giving rise to income to any EWS Participant in connection with any SNI Option or SNI Restricted Share by 12:00 PM of the first business day after such event.

ARTICLE XIV
MISCELLANEOUS

     SECTION 14.01. Notices. All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

     If to EWS or any member of the EWS Group, to:

with a copy to:

If to SNI or any member of the SNI Group, to:

with a copy to:

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail in the manner described above to the address as provided in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party.

     SECTION 14.02. Complete Agreement; Representations.

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     (a) This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

     (b) EWS represents on behalf of itself and each other member of the EWS Group and SNI represents on behalf of itself and each other member of the SNI Group as follows:

          (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a Party and to consummate the transactions contemplated by this Agreement; and

          (ii) this Agreement has been duly executed and delivered by such Person (if such Person is a Party) and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof (assuming the due execution and delivery thereof by the other Party) except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and by general equitable principles.

     SECTION 14.03. Amendment, Modification, or Waiver.

     (a) This Agreement may be amended, supplemented, modified or superseded only by a written instrument signed by duly authorized signatories of the Parties.

     (b) Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

     SECTION 14.04. Severability. If any provision of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

     SECTION 14.05. No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages or other amounts for which the injured Party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

     SECTION 14.06. Costs and Expenses.

     (a) EWS Services. EWS shall provide services in connection with this Agreement, including but not limited to, those services relating to the preparation of returns and determination of the Tax liability of SNI as described in this Agreement. SNI shall pay EWS compensation or fees for such services with respect to 2007 Taxable Year and 2008 Taxable Year in accordance with the allocation of corporate overhead for the 2007 Taxable Year and the period for the 2008 Taxable Year prior to the Distribution, respectively.

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     (b) Other Expenses. Except as expressly set forth in this Agreement, each Party shall bear its own costs and expenses incurred pursuant to this Agreement, including, but not limited to, reasonable attorneys’ fees, accountant fees and other related professional fees and disbursements.

     SECTION 14.07. No Assignment; Binding Effect; No Third-Party Beneficiaries.

     (a) Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either Party hereto without the prior written consent of the other Party hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and assigns.

     (b) Except for provisions relating to Affiliates and the provisions of Article V relating to Tax-Related Losses, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

     (c) Notwithstanding anything herein to the contrary, unless the context indicates otherwise, if an obligation is imposed on EWS or SNI hereunder it shall cause any Person that directly or indirectly controls or is controlled by it to comply therewith to the extent reasonably necessary to carry out such obligation. “Control” for these purposes shall have the same meaning as that set forth under the definition of “Affiliate”.

     SECTION 14.08. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

     SECTION 14.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     SECTION 14.10. Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Ohio, without giving effect to the conflicts of laws principles thereof.

     SECTION 14.11. Disputes.

     (a) Except with respect to injunctive relief described below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall attempt to be settled first, by good faith efforts of the Parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out below.

     (b) A Party that wishes to initiate the dispute resolution process shall send written notice to the other Party, in accordance with Section 14.11, with a summary of the controversy and a request to initiate these dispute resolution procedures. Each Party shall appoint a knowledgeable, responsible representative who has the authority to settle the dispute, to meet and to negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives who may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations (i) shall be treated as Information subject to the provisions of Section 7.08 of the Separation Agreement developed for purposes of settlement, (ii) shall be exempt from discovery and production and (iii) shall not be admissible in the arbitration described below or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications that are not prepared for purposes of the

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negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. The Parties agree to pursue resolution under this subsection for a minimum of 30 calendar days before requesting arbitration.

     (c) If the dispute is not resolved under the preceding subsection within 30 calendar days of the initial written notice, either Party may demand arbitration by sending written notice to the other Party. The Parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both Parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in a location mutually acceptable to the Parties, and, if the Parties do not agree, the location shall be Cincinnati, Ohio; (ii) the arbitrator shall be licensed to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Information subject to Section 7.08 of the Separation Agreement, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages or extend the term hereof; (v) the arbitrator shall control the scheduling so that the hearing is completed no later than 30 calendar days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within five calendar days thereafter in summary form that states the award, without written decision, which decision shall follow the plain meaning of this Agreement, and in the event of any ambiguity, the intent of the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties. Each Party to the dispute shall bear its own expenses arising out of the arbitration, except that the Parties shall share the expenses of the facilities to conduct the arbitration and the fees of the arbitrator equally.

     (d) The foregoing notwithstanding, each Party shall have the right to seek injunctive relief in an applicable court of law or equity to preserve the status quo pending resolution of the dispute and enforce any decision relating to the resolution of the dispute.

     (e) Notwithstanding anything in this Agreement to the contrary, the dispute resolution provisions set forth in this Section 14.11 shall not be applicable to any disagreement between the Parties relating to Distribution Taxes and any such dispute shall be settled in a court of law or as otherwise agreed to by the Parties.

     IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the date first above written.

THE E. W. SCRIPPS COMPANY

By:

Name:

Title:

SCRIPPS NETWORKS INTERACTIVE, INC.

By:

Name:

Title:

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EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

THE E.W. SCRIPPS COMPANY

and

SCRIPPS NETWORKS INTERACTIVE, INC.

Dated as of                                         , 2008

ARTICLE I DEFINITIONS		1
SECTION 1.01.	Definitions	1
SECTION 1.02.	General Interpretive Principles	9
ARTICLE II GENERAL PRINCIPLES		9
SECTION 2.01.	Assumption And Retention Of Liabilities; Related Assets	9
SECTION 2.02.	SNI Participation In EWS Benefit Plans	10
SECTION 2.03.	Comparable Compensation And Benefits	10
SECTION 2.04.	Service Recognition	11
ARTICLE III U.S. QUALIFIED DEFINED BENEFIT PLAN		12
SECTION 3.01.	Establishment of SNI Retirement Plan	12
SECTION 3.02.	SNI Participants	12
ARTICLE IV U.S. QUALIFIED DEFINED CONTRIBUTION PLANS		15
SECTION 4.01.	The SNI 401(k) Plan	15
SECTION 4.02.	Contributions as of the Distribution Date	16
	Defined Contribution Plan Maintained by the SNI Group Prior to the Distribution Date	16
ARTICLE V U.S. HEALTH AND WELFARE PLANS		16
SECTION 5.01.	Health And Welfare Plans Maintained by the SNI Group Prior to the Distribution Date	16
SECTION 5.02.	Health and Welfare Plans Maintained by EWS Prior to the Distribution Date	16
SECTION 5.03.	Reimbursement Account Plans	17
SECTION 5.04.	COBRA and HIPAA	18
SECTION 5.05.	Liabilities	18
SECTION 5.06.	Disposition of VEBA Assets	19
SECTION 5.07.	Time-Off Benefits	19
SECTION 5.08.	Disposition of Disability Plan Trust Assets	20
SECTION 5.09.	Health Savings Accounts	20
SECTION 5.10.	Severance Pay Plans	20
ARTICLE VI NONQUALIFIED RETIREMENT PLANS		20
SECTION 6.01.	Deferred Compensation Plans	20
SECTION 6.02.	Supplemental Executive Retirement Plan	21
SECTION 6.03.	Selected Officers Retirement Program	21
ARTICLE VII LONG-TERM INCENTIVE AWARDS		21
SECTION 7.01.	Long-Term Incentive Awards	21
SECTION 7.02.	Treatment of Outstanding EWS Options	22

i

SECTION 7.03.	Treatment of Outstanding EWS Restricted Shares	23
SECTION 7.04.	Treatment of Outstanding EWS Restricted Share Units	24
SECTION 7.05.	Treatment of EWS Phantom Stock Units	24
SECTION 7.06.	Cooperation	25
SECTION 7.07.	SEC Registration	25
SECTION 7.08.	Savings Clause	25
ARTICLE VIII ADDITIONAL COMPENSATION MATTERS		25
SECTION 8.01.	Incentive Awards	25
SECTION 8.02.	Change in Control Plan	26
SECTION 8.03.	Individual Arrangements	26
SECTION 8.04.	Employee Stock Purchase Plan	27
SECTION 8.05.	Director Programs	27
SECTION 8.06.	Sections 162(m)/409A	27
ARTICLE IX WORKERS’ COMPENSATION LIABILITIES		27
SECTION 9.01.	Pre-Distribution Date Claims	27
SECTION 9.02.	Post-Distribution Date Claims	28
SECTION 9.03.	General	28
ARTICLE X INDEMNIFICATION		28
SECTION 10.01.	Indemnification by SNI	28
SECTION 10.02.	Indemnification by EWS	28
SECTION 10.03.	Procedures for Indemnification of Third-Party Claims	28
SECTION 10.04.	Additional Matters	29
SECTION 10.05.	Contribution	30
SECTION 10.06.	Survival of Indemnities	30
SECTION 10.07.	Remedies Cumulative	30
ARTICLE XI GENERAL AND ADMINISTRATIVE		30
SECTION 11.01.	Sharing Of Information	30
SECTION 11.02.	Reasonable Efforts/Cooperation	31
SECTION 11.03.	Employer Rights	31
SECTION 11.04.	Non-Termination of Employment; No Third-Party Beneficiaries	31
SECTION 11.05.	Consent of Third Parties	31
SECTION 11.06.	Access to Employees	32
SECTION 11.07.	Beneficiary Designation/Release of Information/Right to Reimbursement	32
SECTION 11.08.	Not a Change in Control	32

ii

ARTICLE XII MISCELLANEOUS		32
SECTION 12.01.	Effect if Distribution Does Not Occur	32
SECTION 12.02.	Relationship of Parties	32
SECTION 12.03.	Affiliates	32
SECTION 12.04.	Notices	33
SECTION 12.05.	Entire Agreement	33
SECTION 12.06.	Waiver	34
SECTION 12.07.	Amendment	34
SECTION 12.08.	Governing Law	34
SECTION 12.09.	Submission to Jurisdiction; Waivers	34
SECTION 12.10.	Headings	34
SECTION 12.11.	Counterparts	34
SECTION 12.12.	No Assignment; Binding Effect	34
SECTION 12.13.	Severability	35
ARTICLE XIII DISPUTE RESOLUTION		35
SECTION 13.01.	General	35
SECTION 13.02.	Initiation	35
SECTION 13.03.	Arbitration Request	35
SECTION 13.04.	Injunctive Relief	36

iii

Exhibits
Valuation Methodologies	Exhibit A
Form of Other Enrolled Actuary Agreement	Exhibit A-1
SNI Retained Welfare Plans	Exhibit B
EWS Welfare Plans	Exhibit C
EWS Retiree Medical Program	Exhibit D

Schedules
EWS Directors	Schedule 1.01(a)
EWS Subsidiaries	Schedule 1.01(b)
Joint EWS/SNI Directors	Schedule 1.01(c)
SNI Directors	Schedule 1.01(d)
SNI Subsidiaries	Schedule 1.01(e)
SNI Employment Agreements	Schedule 8.03(b)

iv

EMPLOYEE MATTERS AGREEMENT

     THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of ____________, 2008, by and between The E.W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement (other than the formal names of the EWS Benefit Plans (as defined below), the SNI Benefit Plans (as defined below) and other agreements) and not otherwise defined, are defined as set forth in Section 1.01.

RECITALS

     WHEREAS, the Board of Directors of EWS has determined that it is in the best interests of EWS to separate the SNI Business and the EWS Business into two independent public companies, on the terms and subject to the conditions set forth in the Separation Agreement (as defined below), in order to separate businesses with differing strategic directions, eliminate existing constraints regarding capital allocation, concentrate management focus, allow more tailored management incentives, and accommodate differing shareholder bases;

     WHEREAS, in order to effectuate the foregoing, EWS and SNI have entered into a Separation and Distribution Agreement, dated as of ____________, 2008, as amended (the “Separation Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the SNI Business shall be separated from the EWS Business, and all of the issued and outstanding Class A Common Shares, par value $0.01 per share, of SNI and Common Voting Shares, par value $0.01 per share, of SNI (collectively, the “SNI Common Shares”) beneficially owned by EWS shall be distributed (the “Distribution”) on a pro rata basis to the holders of the issued and outstanding Class A Common Shares, par value $0.01 per share, of EWS and Common Voting Shares, par value $0.01 per share, of EWS (collectively, the “EWS Common Shares”); and

     WHEREAS, pursuant to the Separation Agreement, EWS and SNI have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans, programs and arrangements, and certain employment matters between and among them.

     NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation.

     “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group.

     “Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits and schedules hereto, and all amendments made hereto from time to time.

     “Ancillary Agreements” has the same meaning as provided in the Separation Agreement.

     “Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

     “Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).

     “COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder.

     “Code” means the United States Internal Revenue Code of 1986, as amended.

     “Combined Company Share Value” means the closing price per share of EWS Common Shares trading on a “regular way” basis as reported on the NYSE as of the NYSE trading day immediately preceding the Distribution Date.

     “Control” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. The term “Controlled” shall have a correlative meaning.

     “Distribution” shall have the meaning ascribed thereto in the recitals to this Agreement, as the same is further described in the Separation Agreement.

     “Distribution Date” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of EWS in its sole and absolute discretion.

     “DOL” means the United States Department of Labor.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” means with respect to any Person, each business or entity that is a member of a “controlled group of corporations,” under “common control” or a member of an “affiliated service group” with such Person within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with such Person under Section 414(o) of the Code, or under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA.

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     “Estimated Retirement Plan Transfer Amount” shall have the meaning ascribed thereto in Section 3.02(b)(ii) of this Agreement.

     “EWS” shall have the meaning ascribed thereto in the preamble to this Agreement.

     “EWS Actuary” means Towers, Perrin, Forster & Crosby, Inc. (New York), or any other independent actuary appointed by EWS.

     “EWS Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by EWS or any of its Subsidiaries or Affiliates including the EWS Retirement Plan, the EWS RIP, the EWS Reimbursement Account Plan, the EWS Deferred Compensation Plans, the EWS Retiree Medical Program and the EWS Welfare Plans.

     “EWS Business” means all businesses and operations conducted by the EWS Group from time to time, whether prior to, at or after the Distribution Date, other than the SNI Business.

     “EWS Committee” means the Compensation Committee of the Board of Directors of EWS, or sub-committee thereof.

     “EWS Common Shares” shall have the meaning ascribed thereto in the recitals to this Agreement.

     “EWS Deferred Compensation Plans” means, collectively, the Scripps Executive Deferred Compensation Plan and The E. W. Scripps 1997 Deferred Compensation and Stock Plan for Directors.

     “EWS Director” means those individuals listed on Schedule 1.01(a).

     “EWS Employee” means any individual who, immediately following the Distribution Date, will be employed by EWS or any member of the EWS Group in a capacity considered by EWS to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

     “EWS Group” means, as of the Distribution Date, EWS and each of its Subsidiaries (or any predecessor organization thereof), including those Subsidiaries set forth on Schedule 1.01(b), and any corporation or entity that may become part of such Group from time to time thereafter. The EWS Group shall not include any member of the SNI Group.

     “EWS Indemnified Parties” shall have the meaning ascribed thereto in Section 10.1 of this Agreement.

     “EWS Liabilities” means all Liabilities assumed or retained by any member of the EWS Group pursuant to this Agreement.

     “EWS Participant” means any individual who, immediately following the Distribution Date, is an EWS Employee, a Former EWS Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

     “EWS Phantom Stock Unit” shall mean a unit credited under The E. W. Scripps 1997 Deferred Compensation and Stock Plan for Directors representing a general unsecured promise by EWS or one of its Subsidiaries or Affiliates to deliver EWS Common Shares or dividend equivalents, if applicable (or the cash equivalent of either), at the time set forth in The E. W. Scripps 1997 Deferred Compensation and Stock Plan for Directors.

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     “EWS Post-Distribution Share Value” means the average of the volume weighted average of the trading price per share of EWS Common Shares trading on a “regular way” basis as reported on the NYSE for the ten full NYSE trading days immediately following the Distribution Date.

     “EWS Ratio” means the quotient obtained by dividing (i) the EWS Post-Distribution Share Value, by (ii) the Combined Company Share Value.

     “EWS Reimbursement Account Plan” shall have the meaning ascribed thereto in Section 5.03 of this Agreement.

     “EWS Retained Claim” shall have the meaning ascribed thereto in Section 9.01 of this Agreement.

     “EWS Retiree Medical Program” shall have the meaning ascribed thereto in Section 5.02(c)(i) of this Agreement.

     “EWS Retirement Plan” means the Scripps Pension Plan (including the Scripps Group Pension Plan).

     “EWS RIP” means the Scripps Retirement and Investment Plan, (including the Scripps Group Retirement and Investment Plan With Match, and the Scripps Group Retirement and Investment Plan Without Match).

     “EWS Service Plans” means, collectively, the EWS Retirement Plan, and the EWS RIP.

     “EWS Share Plans” means, collectively, The E. W. Scripps Company Amended and Restated 1997 Long-Term Incentive Plan, the 1994 Non-Employee Directors’ Stock Option Plan, The E. W. Scripps 1997 Deferred Compensation and Stock Plan for Directors, and any other stock option or stock incentive compensation plan or arrangement maintained before the Distribution Date for employees, officers, non-employee directors or other independent contractors of EWS or its Subsidiaries or Affiliates, as amended (exclusive of the SNI Share Plan, The E. W. Scripps Company Employee Stock Purchase Plan, and the Scripps Networks, Inc. Employee Stock Purchase Plan).

     “EWS Supplemental Executive Retirement Plan” means the Scripps Supplemental Executive Retirement Plan.

     “EWS Welfare Plans” shall have the meaning ascribed thereto in Section 5.02(a) of this Agreement.

     “Final Retirement Plan Transfer Amount” shall have the meaning ascribed thereto in Section 3.02(b)(iv) of this Agreement.

     “Final Transfer Date” shall have the meaning ascribed thereto in Section 3.02(b)(v) of this Agreement.

     “Former EWS Employee” means, (i) as of the Distribution Date, any former employee of EWS, SNI or a Subsidiary or Affiliate of EWS or SNI, including retired, deferred vested, non-vested and other inactive terminated individuals, now, or in the future, whose most recent active employment with EWS or a Subsidiary or Affiliate was with a member of the EWS Group and (ii) after the Distribution Date, any employee of a member of the EWS Group, whose employment with a member of the EWS Group terminates after the Distribution Date for any reason. Any individual who is an employee of any member of the SNI Group on the Distribution Date shall not be a “Former EWS Employee.”

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     “Former SNI Employee” means, (i) as of the Distribution Date, any former employee of any member of the SNI Group, including retired, deferred vested, non-vested and other inactive terminated individuals, whose most recent active employment with EWS or a Subsidiary or Affiliate was with a member of the SNI Group and such active employment has ended on or before the Distribution Date and (ii) after the Distribution Date, any employee of a member of the SNI Group, including retired, deferred vested, non-vested and other inactive terminated individuals, whose employment with a member of the SNI Group terminates after the Distribution Date for any reason.

     “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency or official, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE.

     “Group” means the EWS Group and/or the SNI Group, as the context requires.

     “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

     “HSA” shall have the meaning ascribed thereto in Section 5.09 of this Agreement.

     “Indemnified Parties” shall have the meaning ascribed thereto in Section 4.03 of this Agreement.

     “Information” shall mean all information, whether in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.

     “Initial Asset Transfer” shall have the meaning ascribed thereto in Section 3.02(b)(iii) of this Agreement.

     “Initial Transfer Amount” shall have the meaning ascribed thereto in Section 3.02(b)(iii) of this Agreement.

     “Initial Transfer Date” shall have the meaning ascribed thereto in Section 3.02(b)(iii) of this Agreement.

     “IRS” means the United States Internal Revenue Service.

     “Joint EWS/SNI Director” means those individuals listed on Schedule 1.01(c).

     “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

     “Liabilities” means all debts, liabilities, obligations, responsibilities, response actions, Losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, on-or off-balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, or other pronouncements of Governmental Authorities constituting an Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees,

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disbursements and expense of counsel, expert and consulting fees, fees of third party administrators and costs related thereto or to the investigation or defense thereof.

     “Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.

     “Lost Participant” or “Lost Participants” means any individual who, as of the Distribution Date, is a participant under the EWS Retirement Plan or the EWS RIP, whose accrued benefit (in the case of the EWS Retirement Plan) or whose account balance (in the case of the EWS RIP) is not transferred to the SNI 401(k) or the SNI Retirement Plan, and whose current address is unknown on the Distribution Date.

     “NYSE” means the New York Stock Exchange, Inc.

     “Option,” (a) when immediately preceded by “Old EWS,” means an option to purchase EWS Common Shares that is outstanding immediately prior to the Distribution Date pursuant to an EWS Share Plan, (b) when immediately preceded by “New EWS,” means an option to purchase EWS Common Shares that is outstanding following the Distribution Date pursuant to an EWS Share Plan (“New EWS Options,” together with “Old EWS Options,” “EWS Options”) and (c) when immediately preceded by “SNI,” means an option to purchase SNI Common Shares pursuant to the SNI Share Plan.

     “Participating Company” means EWS and any Person (other than an individual) participating in an EWS Benefit Plan.

     “Parties” shall have the meaning ascribed thereto in the preamble to this Agreement.

     “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

     “Pre-Transition Claim Period” shall have the meaning ascribed thereto in Section 5.05(b) of this Agreement.

     “Pre-Transition Claims” shall have the meaning ascribed thereto in Section 5.05(b) of this Agreement.

     “Record Date” shall have the meaning ascribed thereto in the Separation Agreement.

     “Restricted Shares,” (a) when immediately preceded by “Old EWS,” means EWS Common Shares that are subject to forfeiture in the event that certain terms and conditions are not satisfied and that are outstanding immediately prior to the Distribution Date pursuant to an EWS Share Plan, (b) when immediately preceded by “New EWS,” means EWS Common Shares that are subject to forfeiture in the event that certain terms and conditions are not satisfied and that are outstanding following the Distribution Date pursuant to an EWS Share Plan (“New EWS Restricted Shares,” together with “Old EWS Restricted Shares,” “EWS Restricted Shares”) and (c) when immediately preceded by “SNI,” means SNI Common Shares that are subject to forfeiture in the event that certain terms and conditions are not satisfied pursuant to the SNI Share Plan.

     “Restricted Share Units,” (a) when immediately preceded by “Old EWS,” means the general unsecured promise by EWS or one of its Subsidiaries or Affiliates to deliver a certain number of EWS Common Shares in the future that are outstanding prior to the Distribution Date pursuant to an EWS Share Plan, and (b) when immediately preceded by “SNI,” means the general unsecured promise by SNI

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or one of its Subsidiaries or Affiliates to deliver a certain number of SNI Common Shares in the future pursuant to the SNI Share Plan.

     “Revised Retirement Plan Transfer Amount” shall have the meaning ascribed thereto in Section 3.02(b)(iv) hereof.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Separation Agreement” shall have the meaning ascribed thereto in the recitals to this Agreement.

     “Service Crediting Date” shall have the meaning ascribed thereto in Section 2.04(b)(i) of this Agreement.

     “SNI” shall have the meaning ascribed thereto in the preamble to this Agreement.

     “SNI 401(k)” shall have the meaning ascribed thereto in Section 4.01(a) of this Agreement.

     “SNI Actuary” means Towers, Perrin, Forster & Crosby, Inc. (New York), or any other independent actuary appointed by SNI.

     “SNI Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the SNI Group including the SNI Retirement Plan, the SNI 401(k), the SNI Reimbursement Account Plan, the SNI Deferred Compensation Plans, the SNI Retiree Medical Program, the SNI Retained Welfare Plans, the SNI Retained Retirement Plans, and the SNI Welfare Plans.

     “SNI Business” means all businesses and operations conducted by the SNI Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the SNI Group as more fully described in the SNI Information Statement and excluding the EWS Business.

     “SNI Common Shares” shall have the meaning ascribed thereto in the recitals to this Agreement.

     “SNI Deferred Compensation Plans” shall have the meaning given that term in Section 6.01.

     “SNI Director” means those individuals listed on Schedule 1.01(d).

     “SNI Employee” means any individual who, immediately following the Distribution Date, will be employed by SNI or any member of the SNI Group in a capacity considered by SNI to be common law employment, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

     “SNI Group” means, as of the Distribution Date, SNI and each of its Subsidiaries, including those Subsidiaries set forth on Schedule 1.01(e), and any corporation or entity that may become part of such Group from time to time thereafter. The SNI Group shall not include any member of the EWS Group.

     “SNI Indemnified Parties” shall have the meaning ascribed thereto in Section 10.2 of this Agreement.

     “SNI Information Statement” means the definitive information statement distributed to holders of EWS Common Shares in connection with the Distribution and filed with the SEC as Exhibit 99.1 to the Registration Statement or as an exhibit to a Form 8-K of SNI.

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     “SNI Liabilities” means all Liabilities assumed or retained by any member of the SNI Group pursuant to this Agreement.

     “SNI Participant” means any individual who, immediately following the Distribution Date, is a SNI Employee, a Former SNI Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

     “SNI Phantom Stock Unit” shall mean a unit credited under an SNI Deferred Compensation Plan representing a general unsecured promise by SNI or one of its Subsidiaries or Affiliates to deliver SNI Common Shares or dividend equivalents, if applicable (or the cash equivalent of either), at the times set forth in the applicable SNI Deferred Compensation Plan.

     “SNI Plan Participants” shall have the meaning ascribed thereto in Section 3.01 of this Agreement.

     “SNI Post-Distribution Share Value” means the average of the volume weighted average of the trading price per share of SNI Common Shares trading on a “regular way” basis as reported on the NYSE for the ten full NYSE trading days immediately following the Distribution Date.

     “SNI Ratio” means the quotient obtained by dividing (i) the SNI Post-Distribution Share Value, by (ii) the Combined Company Share Value.

     “SNI Reimbursement Account Plan” shall have the meaning ascribed thereto in Section 5.03 of this Agreement.

     “SNI Retiree Medical Program” shall have the meaning ascribed thereto in Section 5.02(c)(ii) of this Agreement.

     “SNI Retained Retirement Plan” shall have the meaning ascribed thereto in Section 4.03 of this Agreement.

     “SNI Retained Welfare Plans” shall have the meaning ascribed thereto in Section 5.01 of this Agreement.

     “SNI Retirement Plan” shall have the meaning ascribed thereto in Section 3.01 of this Agreement.

     “SNI Service Plans” means, collectively, the SNI Retirement Plan and the SNI 401(k).

     “SNI Share Plan” means the Scripps Networks, Interactive 2008 Long-Term Incentive Plan.

     “SNI Supplemental Executive Retirement Plan” shall have the meaning given that term in Section 6.02.

     “SNI Welfare Plans” shall have the meaning ascribed thereto in Section 5.02(a) of this Agreement.

     “Subsidiary” has the same meaning as provided in the Separation Agreement.

     “Third-Party Claim” shall have the meaning ascribed thereto in Section 10.03(a) of this Agreement.

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     “Transition Period” means, with respect to each EWS Benefit Plan in which any SNI Group member is a Participating Company, the period of time beginning on the Distribution Date and ending on December 31, 2008.

     “Transition Period End Date” means the last day of the Transition Period.

     “True-Up Amount” shall have the meaning ascribed thereto in Section 3.02(b)(v) of this Agreement.

     “Unvested Old EWS Option” means an Old EWS Option held by a SNI Participant as of the Distribution Date that is not a Vested Old EWS Option.

     “U.S.” means the United States of America.

     “Vested Old EWS Option” means an Old EWS Option held by a SNI Participant as of the Distribution Date that is vested or exercisable in accordance with its terms (and with respect to any EWS Employees, without regard to any provision that provides for accelerated vesting upon retirement pursuant to the applicable retirement practices and policies of EWS).

     SECTION 1.02. General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph, exhibit and schedule are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II
GENERAL PRINCIPLES

     SECTION 2.01. Assumption And Retention Of Liabilities; Related Assets.

          (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS

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Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

          (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, SNI shall, or shall cause one or more members of the SNI Group to, assume or retain for each EWS Benefit Plan, and SNI hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities in respect of SNI Participants under all EWS Benefit Plans arising prior to and during the Transition Period for each EWS Benefit Plan, (ii) all Liabilities under all SNI Benefit Plans, (iii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all SNI Employees, Former SNI Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the SNI Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the SNI Group), and (iv) any other Liabilities expressly assumed or retained by SNI or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the SNI Group as provided for in this Section 2.01(b) are intended to be SNI Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend such Liabilities assumed or retained by the SNI Group include retirement benefits and health and welfare plan benefits under the SNI Benefit Plans for all SNI Employees, Former SNI Employees, their dependents, beneficiaries, alternate payees and surviving spouses.

          (c) From time to time after the Distribution, SNI shall promptly reimburse EWS, upon EWS’ presentation of such substantiating documentation as SNI shall reasonably request, for the cost of any Liabilities satisfied by EWS or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of SNI or any of its Subsidiaries or Affiliates.

          (d) From time to time after the Distribution, EWS shall promptly reimburse SNI, upon SNI’s presentation of such substantiating documentation as EWS shall reasonably request, for the cost of any Liabilities satisfied by SNI or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of EWS or any of its Subsidiaries or Affiliates.

     SECTION 2.02. SNI Participation In EWS Benefit Plans.

          (a) During the Transition Period. Except as otherwise expressly provided for in this Agreement, and except for the EWS Benefit Plans described in Articles VI, VII, and VIII herein, until the Transition Period End Date, SNI and each member of the SNI Group that presently participates in a particular EWS Benefit Plan may continue to be a Participating Company in such EWS Benefit Plan, and EWS and SNI shall take all necessary action to effectuate each such continuation.

          (b) After the Transition Period. Except as otherwise expressly provided for in this Agreement, effective as of the Transition Period End Date, SNI and each member of the SNI Group shall cease to be a Participating Company in the corresponding EWS Benefit Plan, and EWS and SNI shall take all necessary action to effectuate each such cessation.

     SECTION 2.03. Comparable Compensation And Benefits.

          (a) In General. With respect to a SNI Employee and with respect to each Benefit Plan, for the period commencing on the Distribution Date and ending on the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) intends to provide such SNI Employees with compensation opportunities (including salary, wages, commissions and bonus opportunities) and employee benefits that are substantially comparable, in the aggregate, to the compensation opportunities

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and employee benefits to which such SNI Employees were entitled to immediately prior to the Distribution Date.

          (b) Amendment and Termination of SNI Benefit Plans. The terms of each SNI Benefit Plan shall be reflected solely in the terms of written documents duly adopted by SNI, and SNI shall retain the right to amend, modify or terminate any such plan effective as of any date on or after the establishment of the SNI Benefit Plan, to the extent permitted by law.

     SECTION 2.04. Service Recognition.

          (a) Pre-Distribution Service Credit. SNI shall give each SNI Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any SNI Benefit Plan for such SNI Participant’s service with any member of the EWS Group prior to the Distribution Date to the same extent such service was recognized by the corresponding EWS Benefit Plans immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.

          (b) Post-Distribution Reciprocal Service Crediting. Each of EWS and SNI (acting directly or through their respective Subsidiaries or Affiliates) shall cause each of the EWS Service Plans and the SNI Service Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:

          (i) If an EWS Employee who participates in any of the EWS Service Plans becomes employed by a member of the SNI Group on or after the Distribution Date, but on or before the Transition Period End Date for any corresponding SNI Service Plans (the “Service Crediting Date”) and such EWS Employee has been continuously employed by the EWS Group through the date such EWS Employee commences active employment with a member of the SNI Group, then such EWS Employee’s service with the EWS Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding SNI Service Plans, in each case to the same extent as such EWS Employee’s service with the EWS Group was recognized under the corresponding EWS Service Plans.

          (ii) If an EWS Employee who participates in any of the EWS Service Plans becomes employed by a member of the SNI Group either (A) on or after the date that the SNI Group ceases to be an ERISA Affiliate with the EWS Group, or (B) without having been continuously employed by the EWS Group from the Distribution Date through the date such EWS Employee commences active employment with a member of the SNI Group, then the corresponding SNI Service Plans will take into consideration such individual’s service with the EWS Group and the SNI Group, in each case, prior to the Distribution Date, only to the extent required by applicable Law.

          (iii) If a SNI Employee becomes employed by a member of the EWS Group prior to the Service Crediting Date and such SNI Employee is continuously employed by the SNI Group from the Distribution Date through the date such SNI Employee commences active employment with a member of the EWS Group, then such SNI Employee’s service with the SNI Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding EWS Service Plans.

          (iv) If a SNI Employee who participates in any of the SNI Service Plans becomes employed by a member of the EWS Group either (A) on or after the date that the SNI Group ceases to be an ERISA Affiliate with the EWS Group, or (B) without having been continuously employed by the SNI Group from the Distribution Date through the date such SNI Employee commences active employment with a member of the EWS Group, then the

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corresponding EWS Service Plans will take into consideration such individual’s service with the EWS Group and the SNI Group, in each case, prior to the Distribution Date, only to the extent required by applicable Law.

          (v) Notwithstanding anything in this Agreement to the contrary, for the one year period commencing on the Distribution Date the EWS Service Plans and the SNI Service Plans shall provide that no break in service occurs with respect to any EWS Employee or SNI Employee who is hired or rehired by any member of the SNI Group or the EWS Group after the termination of such EWS Employee’s or SNI Employee’s employment with either the EWS Group or the SNI Group within such one year period.

          (vi) Notwithstanding anything in this Agreement to the contrary, the employment service with the EWS Group or the SNI Group shall not be double counted or result in duplicative benefits or service crediting under any EWS or SNI Service Plan.

ARTICLE III
U.S. QUALIFIED DEFINED BENEFIT PLAN

     SECTION 3.01. Establishment of SNI Retirement Plan. Effective as of the day following the Transition Period End Date for the EWS Retirement Plan, SNI shall, or shall have caused one or more members of the SNI Group to, establish a defined benefit pension plan and related trust to provide retirement benefits to SNI Participants (including Former SNI Employees) who on the Transition Period End Date were participants in, or entitled to present or future benefits (whether or not vested) under, the EWS Retirement Plan (such defined benefit pension plan, the “SNI Retirement Plan” and such SNI Participants, the “SNI Plan Participants”). SNI shall be responsible for taking all necessary, reasonable, and appropriate action to establish, maintain and administer the SNI Retirement Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Notwithstanding the above, until the Transition Period End Date, all benefits payable to SNI Plan Participants shall be paid from the EWS Retirement Plan. SNI (acting directly or through its Subsidiaries or Affiliates) shall be responsible for any and all Liabilities (including Liability for funding) accrued under the SNI Retirement Plan during the Transition Period.

     SECTION 3.02. SNI Participants.

          (a) Assumption of EWS Retirement Plan Liabilities. Effective as of the Initial Transfer Date, SNI (acting directly or through its Subsidiaries or Affiliates) hereby agrees to cause the SNI Retirement Plan to assume, and to fully perform, pay and discharge, all accrued benefits under the EWS Retirement Plan relating to all SNI Plan Participants as of the Distribution Date (inclusive of benefits paid by the EWS Retirement Plan to SNI Plan Participants following the Distribution Date, but prior to the Initial Transfer Date in accordance with Section 3.01 above, but excluding benefits attributable to Lost Participants).

          (b) Transfer of EWS Retirement Plan Assets.

          (i) The Parties intend that the portion of the EWS Retirement Plan covering SNI Plan Participants (excluding forfeitures attributable to Lost Participants) shall be transferred to the SNI Retirement Plan in accordance with Sections 401(a)(12) and 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. No later than 30 days prior to the Transition Period End Date, EWS and SNI (acting directly or through their respective Subsidiaries or Affiliates) shall, to the extent necessary, file an IRS Form 5310-A regarding the transfer of Assets and Liabilities from the EWS Retirement Plan to the SNI Retirement Plan. EWS (acting directly or through its respective Subsidiaries or Affiliates) shall, to the extent necessary, timely file one or more notices (PBGC Form 10 series) regarding the reportable event

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or events (within the meaning of section 4043 of ERISA) occurring as a result of the transactions contemplated by this Agreement and the Separation Agreement.

          (ii) As soon as reasonably practicable following the Distribution Date, EWS shall cause the EWS Actuary to determine the estimated value, as of the Distribution Date, of the Assets to be transferred to the SNI Retirement Plan in accordance with the assumptions and valuation methodology set forth on Exhibit A attached hereto (the “Estimated Retirement Plan Transfer Amount”).

          (iii) On or before the Transition Period End Date, EWS shall cause a transfer to the SNI Retirement Plan of an amount of Assets, in the form of cash, securities or other property or a combination thereof, from the trust under the EWS Retirement Plan, at least sufficient to fund benefit payments reasonably projected to be required under the SNI Retirement Plan prior to the Initial Transfer Date (the “Initial Asset Transfer”). Within 180 days (or such later time as mutually agreed to by the Parties) following the determination of the Estimated Retirement Plan Transfer Amount, EWS and SNI (each acting directly or through their respective Subsidiaries or Affiliates) shall cooperate in good faith to cause an initial transfer of Assets (the date of such transfer, the “Initial Transfer Date”) from the EWS Retirement Plan to the SNI Retirement Plan in an amount not less than 75% of the Estimated Retirement Plan Transfer Amount minus the Initial Asset Transfer, adjusted to reflect earnings or losses during the period from the Distribution Date to the Initial Transfer Date (such amount, the “Initial Transfer Amount”). Such earnings or losses shall be determined based on the actual rate of return of the EWS Retirement Plan for the period commencing on the Distribution Date and ending on the last calendar day of the month ending immediately prior to the Initial Transfer Date. Earnings or losses for the period from such last day of the month to the Initial Transfer Date shall be based on a blended index of the benchmarks utilized by Russell Investment Group to monitor and measure performance of the assets of the EWS Retirement Plan, in proportion to the amounts actually invested as of the date that is as close as administratively practicable to the Initial Transfer Date, but in no event more than five business days prior to the Initial Transfer Date. EWS shall satisfy its obligation pursuant to this Section 3.02(b)(iii) by transferring Assets, in the form of cash, securities or other property or a combination thereof, equal to the Initial Transfer Amount consisting of a pro rata percentage rounded up or down to the nearest whole lot or distributable unit, of all investments (to the extent practicable), under the EWS Retirement Plan.

          (iv) Within 180 days following the Initial Transfer Date, EWS shall cause the EWS Actuary to provide SNI with a revised calculation of the value, as of the Distribution Date, of the Assets to be transferred to the SNI Retirement Plan determined in accordance with the assumptions and valuation methodology set forth on Exhibit A attached hereto (the “Revised Retirement Plan Transfer Amount”). SNI may submit, at its sole cost and expense, the Revised Retirement Plan Transfer Amount to the SNI Actuary for verification; provided, that, such verification process and any calculation performed by the SNI Actuary in connection therewith shall be performed solely on the basis of the assumptions and valuation methodology set forth on Exhibit A attached hereto. Furthermore, the EWS Actuary and SNI Actuary shall cooperate in good faith to ensure that any such verification process is performed in a timely manner. In the event the SNI Actuary determines that the value, as of the Distribution Date, of the Assets to be transferred to the SNI Retirement Plan differs from the Revised Retirement Plan Transfer Amount, the SNI Actuary and EWS Actuary shall use good faith efforts to reconcile any such difference. If the SNI Actuary and the EWS Actuary fail to reconcile such difference and (A) the SNI Actuary’s calculation is within 2% of the Revised Retirement Plan Transfer Amount, the average of the Revised Retirement Plan Transfer Amount and the SNI Actuary’s calculation shall be used; or (B) the difference between the SNI Actuary’s calculation and the Revised Retirement Plan Transfer Amount exceeds 2%, the parties shall enter into a letter agreement in substantially

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the form provided in Exhibit A-1 under which the parties shall jointly designate another independent actuary whose calculation of the value, as of the Distribution Date, of the Assets to be transferred to the SNI Retirement Plan shall be final and binding; provided, that, such calculation must be performed in accordance with the assumptions and valuation methodology set forth on Exhibit A attached hereto; and, provided, further, that such value shall be between the value determined by the SNI Actuary and the Revised Retirement Plan Transfer Amount or equal to either such value. EWS and SNI shall each pay one-half of the costs incurred in connection with the retention of such other independent actuary. The final, verified value, as of the Distribution Date, of the Assets to be transferred to the SNI Retirement Plan as determined in accordance with this Section 3.02(b)(iv) shall be referred to herein as the “Final Retirement Plan Transfer Amount.” EWS shall satisfy its obligation pursuant to this Section 3.02(b)(iv) by transferring Assets, in the form of cash, securities or other property or a combination thereof, equal to the Final Retirement Plan Transfer Amount consisting of a pro rata percentage rounded up or down to the nearest whole lot or distributable unit of all investments (to the extent practicable), under the EWS Retirement Plan.

          (v) Within 45 days of the determination of the Final Retirement Plan Transfer Amount, EWS shall cause the EWS Retirement Plan to transfer to the SNI Retirement Plan (the date of such transfer, the “Final Transfer Date”) an amount, in the form of cash, securities or other property or a combination thereof, equal to (A) the Final Retirement Plan Transfer Amount minus (B) the sum of (1) the Initial Transfer Amount, (2) the Initial Asset Transfer, and (3) the aggregate amount of payments made from the EWS Retirement Plan to SNI Plan Participants in order to satisfy any benefit Liability with respect to such SNI Plan Participants during the period commencing on the Distribution Date and ending on the date of the Initial Asset Transfer (the “True-Up Amount”); provided, that, the True-Up Amount shall be adjusted to reflect earnings or losses as described below; and provided, further, that in the event the sum of clauses (1), (2) and (3) above is greater than the Final Retirement Plan Transfer Amount (determined after the adjustment to reflect earnings), EWS shall not be required to cause any such additional transfer and instead SNI shall be required to cause a transfer of cash, securities or other property or a combination thereof, from the SNI Retirement Plan to the EWS Retirement Plan in amount equal to the amount by which the sum of clauses (1), (2) and (3) above exceeds the Final Retirement Plan Transfer Amount (determined after the adjustment to reflect earnings). The parties hereto acknowledge that the EWS Retirement Plan’s transfer of the True-Up Amount to the SNI Retirement Plan shall be in full settlement and satisfaction of the obligations of EWS and EWS Retirement Plan to transfer Assets to the SNI Retirement Plan pursuant to this Section 3.02(b).

     The True-Up Amount shall be paid from the EWS Retirement Plan to the SNI Retirement Plan, in the form of cash, securities or other property or a combination thereof, and adjusted to reflect earnings or losses during the period from the Distribution Date to the Final Transfer Date. Such earnings or losses shall be determined based on the actual rate of return of the EWS Retirement Plan for the period commencing on the Distribution Date and ending on the last calendar day of the month ending immediately prior to the Final Transfer Date. Earnings or losses for the period from such last day of the month to the Final Transfer Date shall be based on a blended index of the benchmarks utilized by Russell Investment Group to monitor and measure performance of the assets of the EWS Retirement Plan, in proportion to the amounts actually invested as of the date that is as close as administratively practicable to the Final Transfer Date, but in no event more than five business days prior to the Final Transfer Date.

          (c) Continuation of Elections. As of the effective date of the SNI Retirement Plan, SNI (acting directly or through its Subsidiaries or Affiliates) shall cause the SNI Retirement Plan to recognize and maintain all existing elections, including beneficiary designations, payment form elections

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and rights of alternate payees under qualified domestic relations orders with respect to SNI Plan Participants under the EWS Retirement Plan.

          (d) Terminated Non-Vested Employees. Notwithstanding anything herein to the contrary and except for benefits attributable to Lost Participants described in Section 3.02(e), for a period of at least one year from the Distribution Date, SNI shall cause the SNI Retirement Plan to restore the accrued benefit of any individual who becomes employed by any member of the SNI Group following the Distribution Date and whose employment with the EWS Group terminated on or before the Distribution Date with no vested benefit under the EWS Retirement Plan; provided, that, pursuant to EWS’ existing practices and policies, such individual would have been entitled to restoration of such individual’s accrued benefit under the EWS Retirement Plan had such individual been re-employed by a member of the EWS Group rather than by a member of the SNI Group.

          (e) Lost Participants. EWS hereby acknowledges and agrees that it shall cause the EWS Retirement Plan to retain responsibility for, and fully perform, pay and discharge, all Liabilities, when such Liabilities become due, relating to benefits attributable to any Lost Participant in the EWS Retirement Plan as of the Distribution Date.

          (f) Returning Employees. The assets of the EWS Retirement Plan to fund the accrued benefits of EWS Employees who become SNI Employees, and who leave the employ of the SNI Group and become reemployed with the EWS Group prior to the Final Transfer Date, shall be subtracted from the Final Retirement Plan Transfer Amount and remain assets of the trust for the EWS Retirement Plan; provided, that EWS causes the EWS Retirement Plan to assume, and to fully perform, pay and discharge, all accrued benefits under the SNI Retirement Plan relating to such SNI Plan Participants as of the date of reemployment with the EWS Group.

ARTICLE IV
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS

     SECTION 4.01. The SNI 401(k) Plan.

          (a) Establishment of the SNI 401(k). Effective as of the day following the Transition Period End Date for the EWS RIP, SNI shall, or shall have caused one of its Subsidiaries or Affiliates to, establish a defined contribution plan and trust for the benefit of SNI Participants (the “SNI 401(k)”) who immediately prior to the day following such Transition Period End Date were participants in, or entitled to, future benefits under the EWS RIP. SNI shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the SNI 401(k) so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Notwithstanding the above, until the Transition Period End Date, all benefits payable to SNI Participants shall be paid from the EWS RIP. SNI (acting directly or through its Subsidiaries or Affiliates) shall be responsible for any and all Liabilities (including Liability for funding) with respect to the SNI 401(k) and with respect to benefits accrued during the Transition Period.

          (b) Transfer of EWS RIP Assets. As soon as reasonably practicable (but not later than 30 days) following the Transition Period End Date, EWS shall cause the accounts (including any outstanding loan balances and forfeitures, but excluding forfeitures attributable to Lost Participants) in the EWS RIP attributable to SNI Participants and all of the Assets in the EWS RIP related thereto to be transferred in kind to the SNI 401(k), and SNI shall cause the SNI 401(k) to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all Liabilities of the EWS RIP relating to the accounts of SNI Participants (to the extent the Assets related to those accounts are actually transferred from the EWS RIP to the SNI 401(k)) as of the day following such Transition Period End Date. The transfer of Assets shall be

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conducted in accordance with Sections 401(a)(12) and 414(l) of the Code, Treasury Regulation Section 1.414(1)-1 and Section 208 of ERISA.

          (c) Continuation of Elections. As of the effective date of the SNI 401(k), SNI (acting directly or through its Subsidiaries or Affiliates) shall cause the SNI 401(k) to recognize and maintain all elections, including deferral and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to SNI Participants under the EWS RIP for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the SNI 401(k) Plan.

          (d) Form 5310-A. No later than 30 days prior to the Transition Period End Date, EWS and SNI (each acting directly or through their respective Subsidiaries or Affiliates) shall, to the extent necessary, file IRS Form 5310-A regarding the transfer of Assets and Liabilities from the EWS RIP to the SNI 401(k) as discussed in this Article IV.

          (e) Lost Participants. EWS hereby acknowledges and agrees that it shall cause the EWS RIP to retain responsibility for, and fully perform, pay and discharge, all Liabilities, when such Liabilities become due, relating to benefits attributable to any Lost Participant in the EWS RIP as of the Distribution Date.

     SECTION 4.02. Contributions as of the Distribution Date. All contributions payable to the EWS RIP with respect to employee deferrals and matching contributions for SNI Participants through the Distribution Date shall be paid by EWS to the EWS RIP prior to the date of the Asset transfer described in Sections 4.01(b) above.

     SECTION 4.03. Defined Contribution Plan Maintained by the SNI Group Prior to the Distribution Date. Following the Distribution Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall retain, and EWS shall have no obligation whatsoever with regard to, all Liabilities under, or with respect to, the Shopzilla 401(k) Plan (the “SNI Retained Retirement Plan”).

ARTICLE V
U.S. HEALTH AND WELFARE PLANS

     SECTION 5.01. Health And Welfare Plans Maintained by the SNI Group Prior to the Distribution Date. Following the Distribution Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall retain, and EWS shall have no obligation whatsoever with regard to, all Liabilities under, or with respect to, the health and welfare plans maintained by SNI or any of its Subsidiaries or Affiliates that are listed on Exhibit B attached hereto (the “SNI Retained Welfare Plans”).

     SECTION 5.02. Health and Welfare Plans Maintained by EWS Prior to the Distribution Date.

          (a) Establishment of the SNI Welfare Plans. EWS or one or more of its Subsidiaries or Affiliates maintain each of the health and welfare plans set forth on Exhibit C attached hereto (the “EWS Welfare Plans”) for the benefit of eligible EWS Participants and SNI Participants. Effective as of the day following the Transition Period End Date for the EWS Welfare Plans, SNI shall, or shall cause one of its Subsidiaries or Affiliates, to adopt health and welfare plans for the benefit of eligible SNI Participants (collectively, the “SNI Welfare Plans”).

          (b) Terms of Participation in SNI Welfare Plans. SNI (acting directly or through its Subsidiaries or Affiliates) shall cause all SNI Welfare Plans to (i) waive all limitations as to pre-existing conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to SNI Participants, other than limitations that were in effect with respect to SNI Participants

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as of the Transition Period End Date, (ii) provide credit for any deductible, out-of-pocket maximum, and co-payment incurred by SNI Participants under the EWS Welfare Plans in which they participated immediately prior to the day following the Transition Period End Date, in satisfying any applicable deductible or out-of-pocket requirements under any SNI Welfare Plans during the same plan year in which such deductible, out-of-pocket maximums and co-payments were made, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a SNI Participant following the Transition Period End Date to the extent such SNI Participant had satisfied any similar limitation under the analogous EWS Welfare Plan, and (iv) provide credit for all benefits paid to SNI Participants under the EWS Welfare Plans for purposes of determining when such persons have reached their annual and lifetime maximums under the SNI Welfare Plan. Notwithstanding the foregoing, in the event that any SNI Participant, Former SNI Employee, or dependent thereof, is confined to a facility for treatment at the Transition Period End Date, such persons nevertheless shall become covered under SNI Welfare Plans as of such date, and shall cease being covered under EWS Welfare Plans as of such date.

          (c) Retiree Medical Eligibility.

          (i) EWS Retiree Medical Program. Notwithstanding anything herein to the contrary, for so long as it maintains the EWS Retiree Medical Program described in Exhibit D attached hereto (or any successor thereto), as it may be amended from time to time, provided that SNI Participants shall be treated consistently with other similarly situated participants in the event of any amendment and/or termination of the EWS Retirement Medical Program (the “EWS Retiree Medical Program”), EWS shall cause the EWS Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that SNI Participants who, as of the Distribution Date, were eligible to immediately commence benefits under the EWS Retiree Medical Program under the cost of coverage provisions applicable to retirees, remain eligible for benefits under the EWS Retiree Medical Program after the Transition Period End Date.

          (ii) SNI Retiree Medical Program. Notwithstanding anything herein to the contrary, for so long as it maintains a retiree medical program established pursuant to Section 5.02(a) above (the “SNI Retiree Medical Program”), as may be amended from time to time, SNI shall cause the SNI Retiree Medical Program to contain provisions regarding eligibility and service crediting that ensure that EWS Participants who, as of the Distribution Date, were eligible to immediately commence benefits under the EWS Retiree Medical Program under the cost of coverage provisions applicable to retirees and SNI Employees who become members of the EWS Group prior to the Transition Period End Date (or such later date as mutually agreed to by the Parties) who, as of such transfer date were eligible to immediately commence benefits under the SNI Retiree Medical Program, are eligible for benefits under the SNI Retiree Medical Program as of the Transition Period End Date. This Section 5.02(c)(ii) is not intended to create any obligation to provide benefits to any retiree, but rather, is intended merely to credit service to the extent such an obligation may exist.

     SECTION 5.03. Reimbursement Account Plans. Effective as of the day following the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall establish a health and dependent care reimbursement account plan (the “SNI Reimbursement Account Plan”) with features that are comparable to those contained in the health and dependent care reimbursement account plan maintained by EWS for the benefit of SNI Participants immediately prior to the Transition Period End Date (the “EWS Reimbursement Account Plan”). With respect to SNI Participants, effective as of the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall assume responsibility for administering all reimbursement claims of SNI Participants with respect to calendar year 2009 under the SNI Reimbursement Account Plan.

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     SECTION 5.04. COBRA and HIPAA. Effective as of the day following the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall assume, or shall have caused the SNI Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to SNI Participants who, as of the day prior to the Transition Period End Date were covered under an EWS Welfare Plan pursuant to COBRA. As soon as administratively practicable after the Transition Period End Date, EWS shall provide SNI (through hard copy, electronic format, or such other mechanism as is appropriate under the circumstances), with a list of all qualified beneficiaries (as such term is defined under COBRA) that relate to the SNI Group and relevant information pertaining to their coverage elections and remaining COBRA time periods. EWS (acting directly or through its Subsidiaries or Affiliates) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the EWS Welfare Plans with respect to SNI Participants. The Parties hereto agree that neither the Distribution Date, nor the Transition Period End Date, shall constitute a COBRA qualifying event for any purposes of COBRA.

     SECTION 5.05. Liabilities.

          (a) Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, EWS shall cause the EWS Welfare Plans to fully perform, pay and discharge all claims of SNI Participants that are incurred prior to the Transition Period End Date for the EWS Welfare Plans, and SNI shall cause the SNI Welfare Plans to fully perform, pay and discharge all claims of SNI Participants that are incurred after the Transition Period End Date.

          (b) Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis, except as otherwise provided herein, SNI (acting directly or through its Subsidiaries or Affiliates) shall cause the SNI Welfare Plans to fully perform, pay and discharge all claims of SNI Participants after the Transition Period End Date that are incurred after such Transition Period End Date. Except as provided otherwise herein, from and after the Distribution Date, through such Transition Period End Date, SNI shall reimburse EWS for all self-insured benefit claims paid by the EWS Welfare Plans or EWS that were claims of SNI Participants incurred on or after the Distribution Date, through such Transition Period End Date (whether reported or unreported by such Transition Period End Date). EWS shall submit a monthly written invoice to SNI detailing SNI’s Liability for such claims. Notwithstanding the above, after the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall reimburse EWS for its proportionate share of the Liability, with respect to self-insured benefits under the EWS Welfare Plans that were incurred prior to such Transition Period End Date (whether reported or unreported by such Transition Period End Date), but submitted to, or paid by, the EWS Welfare Plans or EWS during the period beginning on such Transition Period End Date and ending on December 31, 2009 (the “Pre-Transition Claim Period”, and such claims, the “Pre-Transition Claims”). SNI’s share of the Pre-Transition Claims shall be determined separately on a monthly basis for each of the self-insured plan coverages. EWS shall submit a monthly written invoice to SNI detailing SNI’s portion of the Pre-Transition Claims. Any SNI Employee, SNI Participant, or Former SNI Employee who is on long term disability leave and receiving long term disability benefits under the Scripps Managed Disability Plan, shall cease being eligible for such benefits at the Distribution Date and instead become covered under SNI’s long term disability plan at such time. Any SNI Participant, SNI Employee, or Former SNI Employee who is on a short term disability leave at the Distribution Date, and who but for the transactions contemplated under the Separation Agreement would have become eligible for long term disability benefits under the Scripps Managed Disability Plan, will no longer be eligible for such benefits but rather will become eligible for long term disability benefits under SNI’s long term disability plan. In the event that SNI pays EWS or any other vendor or provider costs, expenses, or reimbursements for medical expenses of an SNI Participant which were incurred prior to the Distribution Date, EWS shall pay or reimburse SNI for such expenses upon SNI providing evidence of such payment.

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          (c) Retiree Medical. From and after the Transition Period End Date, SNI (acting directly or through its Subsidiaries or Affiliates) shall cause the SNI Retiree Medical Program to fully perform, pay and discharge all claims of SNI Participants under the SNI Retiree Medical Program that are incurred on or after the Transition Period End Date. From and after the Transition Period End Date, SNI shall reimburse EWS for all claims paid by the EWS Retiree Medical Plan or EWS that were claims of SNI Participants incurred but not paid prior to such Transition Period End Date. EWS shall submit a monthly written invoice to SNI detailing SNI’s Liability for such claims. For purposes of this Section 5.05(c), and also for purposes of Section 2.01(b), Liability for retiree medical shall be calculated as the excess of aggregate claims paid over aggregate premiums collected in a particular month. If aggregate premiums collected in a particular month exceed aggregate claims paid in such month, the excess shall be used and carried forward as a credit to the succeeding month and used to offset SNI’s Liability in such succeeding months.

          (d) Incurred Claim Definition. For purposes of this Section 5.05, a claim or Liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services or provision of supplies giving rise to such claim or Liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (C) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability and (D) with respect to a period of continuous hospitalization (or any medical or other service or supply performed or provided during the period of continuous hospitalization), upon the date of admission to the hospital.

          (e) Treatment of Other Liabilities, Recoveries and Adjustments. For purposes of applying the claim Liability provisions of paragraphs (b) and (c) above: (A) recoveries made by the EWS Welfare Plans or EWS prior to the expiration of the Pre-Transition Claim Period with respect to claims incurred prior to the Transition Period End Date, including subrogation/reimbursement recoveries, claim adjustment recoveries and demutualization proceeds, shall be taken into account as positive claim adjustments; and (B) other non-routine claim Liabilities paid by the EWS Welfare Plans or EWS with respect to claims incurred prior to such Transition Period End Date, including Medicare Secondary Payer Liability, shall be taken into account as claim Liabilities.

          (f) Claim Experience. Notwithstanding the foregoing, SNI (acting directly or through its Subsidiaries or Affiliates) shall use its commercially reasonable best efforts to ensure that any claims experience under the EWS Welfare Plans attributable to SNI Participants is taken into account when determining premium rates for the SNI Welfare Plans.

          (g) Audit Rights. SNI shall have the right, at its own expense, to audit, or to cause an inspection body selected by SNI and composed of members with appropriate professional qualifications to audit any invoices for the payment of self insured medical claims or retiree medical claims, under Sections 5.05(b) and (c), respectively, in a commercially reasonable manner during normal EWS business hours. EWS shall have identical rights with respect to any reimbursements requested by SNI for pre-Distribution Date payments as described under Section 5.05(b) above.

     SECTION 5.06. Disposition of VEBA Assets. Following the Distribution Date, EWS and SNI hereby agree to cooperate in good faith to ensure that EWS and its Subsidiaries and Affiliates shall retain all Voluntary Employee Beneficiary Association Assets (of the Scripps Choice Plan) and any related trusts, and in no event will any such Assets or such related trusts transfer to SNI or one of its Subsidiaries or Affiliates.

     SECTION 5.07. Time-Off Benefits. SNI shall credit each SNI Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as such SNI Participant had with

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the EWS Group as of the Distribution Date. Notwithstanding the above, SNI shall not be required to credit any SNI Participant with any accrual to the extent that a benefit attributable to such accrual is provided by the EWS Group.

     SECTION 5.08. Disposition of Disability Plan Trust Assets. Following the Distribution Date, EWS and SNI hereby agree to cooperate in good faith to ensure that EWS and its Subsidiaries and Affiliates shall divide the assets in the trust for the EWS Managed Disability Plan and any related trusts. To divide the assets, EWS and SNI shall use the accounting for the most recent year available to determine the relative expenses for such year for disability plan payments for each of the EWS Group and the SNI Group and use such proportions to divide the assets at the Transition Period End Date for the EWS Managed Disability Plan.

     SECTION 5.09. Health Savings Accounts. With respect to any contributions made to a Health Savings Account (“HSA”) on behalf of SNI Employees between the Distribution Date and the Transition Period End Date for an HSA account, SNI will reimburse EWS for any amounts contributed by EWS to HSA accounts of such individuals. EWS will submit a monthly invoice to SNI detailing SNI’s portion of the contributions. In the event that SNI sponsors health plans that will permit SNI Participants to participate in an HSA after such Transition Period End Date, SNI will make HSA contributions on behalf of SNI Participants, as necessary. Notwithstanding any of the above, each HSA account is an individual account that is controlled by each individual account holder. The Parties agree that an individual’s HSA account is not subject to ERISA, and neither EWS nor SNI will administer any HSA account of an individual.

     SECTION 5.10. Severance Pay Plans. To the extent not otherwise addressed in this Agreement, (i) EWS shall retain and assume any Liabilities for severance or termination pay under any plan, program, policy, or practice, applicable to, or sponsored by, any member of the EWS Group, covering any EWS Participant, as of the Distribution Date, and (ii) SNI shall retain and assume any Liabilities for severance or termination pay under any program, policy, or practice applicable to, or sponsored by any member of the SNI Group, covering any SNI Participant, as of the Distribution Date.

ARTICLE VI
NONQUALIFIED RETIREMENT PLANS

     SECTION 6.01. Deferred Compensation Plans.

          (a) SNI Deferred Compensation Plan. Effective as of the Distribution Date, SNI shall, or shall cause one of its Subsidiaries or Affiliates to, establish a non-qualified deferred compensation plan or plans to benefit SNI Participants who have accrued, or were eligible to accrue, benefits under the EWS Deferred Compensation Plans immediately prior to the Distribution Date, the terms of which are substantially comparable, in the aggregate, to the terms of the EWS Deferred Compensation Plans as in effect immediately prior to the Distribution Date (the “SNI Deferred Compensation Plans”). Effective as of the Distribution Date, SNI hereby agrees to cause the SNI Deferred Compensation Plans to assume, and to fully perform, pay and discharge all Liabilities, when such Liabilities become due, of the EWS Deferred Compensation Plans with respect to all SNI Participants therein. SNI (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the SNI Deferred Compensation Plans.

          (b) Continuation of Elections. As of the Distribution Date, SNI (acting directly or through a Subsidiary or Affiliate) shall cause the SNI Deferred Compensation Plans to recognize and maintain all elections (including deferral, distribution and investment elections) and beneficiary designations with respect to SNI Participants under the EWS Deferred Compensation Plans for the remainder of the period or periods for which such elections or designations are by their original terms

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applicable, to the extent such election or designation is available under the SNI Deferred Compensation Plans.

          (c) Treatment of Non-Employee Directors. For purposes of this Section 6.01, the term SNI Participant shall be deemed to include each SNI Director and each Joint EWS/SNI Director (but only with respect to one-half of his or her deferred compensation account).

     SECTION 6.02. Supplemental Executive Retirement Plan.

          (a) SNI Participation in EWS Supplemental Executive Retirement Plan. SNI Participants who have accrued, or were eligible to accrue, benefits under the EWS Supplemental Executive Retirement Plan immediately prior to the Distribution Date shall continue to accrue, or be eligible to accrue, benefits under the EWS Supplemental Executive Retirement Plan for the Transition Period. During the Transition Period, all benefits payable to SNI Participants under the EWS Supplemental Executive Retirement Plan shall be paid by EWS. However, SNI (acting directly or through its Subsidiaries or Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to SNI Participants under the EWS Supplemental Executive Retirement Plan during the Transition Period, and shall reimburse EWS for all such amounts paid by it to SNI Participants during the Transition Period.

          (b) Establishment of SNI Supplemental Executive Retirement Plan. Effective as of the day immediately following the Transition Period End Date for the EWS Supplemental Executive Retirement Plan, SNI shall, or shall cause one of its Subsidiaries or Affiliates to, establish a defined benefit excess pension plan or plans to benefit SNI Participants who have accrued, or were eligible to accrue, benefits under, the EWS Supplemental Executive Retirement Plan on the Transition Period End Date for the EWS Supplemental Executive Retirement Plan, the terms of which are substantially comparable, in the aggregate, to the terms of the EWS Supplemental Executive Retirement Plan as in effect on the Transition Period End Date (the “SNI Supplemental Executive Retirement Plan”). Effective as of the day immediately following the Transition Period End Date for the EWS Supplemental Executive Retirement Plan, SNI hereby agrees to cause the SNI Supplemental Executive Retirement Plan to assume, and fully perform, pay and discharge all Liabilities, when such Liabilities become due, of the EWS Supplemental Executive Retirement Plan with respect to all SNI Participants therein. SNI (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the SNI Supplemental Executive Retirement Plan.

          (c) Continuation of Elections. Effective as of the day immediately following the Transition Period End Date for the EWS Supplemental Executive Retirement Plan, SNI (acting directly or through a Subsidiary or Affiliate) shall cause the SNI Supplemental Executive Retirement Plan to recognize and maintain all distribution elections and beneficiary designations with respect to SNI Participants under the EWS Supplemental Executive Retirement Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the SNI Supplemental Executive Retirement Plan.

     SECTION 6.03. Selected Officers Retirement Program. Effective as of the Distribution Date, EWS shall retain sponsorship of The E. W. Scripps Selected Officers Retirement Program and shall retain responsibility for all Liabilities and fully perform, pay and discharge all Liabilities, when such Liabilities become due, of The E. W. Scripps Selected Officers Retirement Program with respect to any individual.

ARTICLE VII
LONG-TERM INCENTIVE AWARDS

     SECTION 7.01. Long-Term Incentive Awards. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so each outstanding long-term incentive award held by

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EWS Participants and SNI Participants under the EWS Share Plans shall be adjusted as provided in this Article VII.

     SECTION 7.02. Treatment of Outstanding EWS Options.

          (a) Unvested Old EWS Options Held by EWS Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Unvested Old EWS Option held by an EWS Participant as of the Distribution Date shall be converted to a New EWS Option; provided, however, that from and after the Distribution Date (i) the number of EWS Common Shares subject to such New EWS Option shall be equal to the quotient obtained by dividing (x) the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, with fractional shares rounded down to the nearest whole share; and (ii) the per share exercise price of such New EWS Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, rounded up to the nearest whole cent.

          (b) Vested Old EWS Options Held by EWS Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Vested Old EWS Option held by an EWS Participant as of the Distribution Date shall be shall be converted into both a SNI Option and a New EWS Option; provided, however, that from and after the Distribution Date (i) the number of SNI Common Shares subject to the SNI Option shall be equal to the quotient obtained by dividing (x) 80% of the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, with fractional shares rounded down to the nearest whole share; (ii) the number of EWS Common Shares subject to the New EWS Option shall be equal to the quotient obtained by dividing (x) 20% of the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, with fractional shares rounded down to the nearest whole share; (iii) the per share exercise price of the SNI Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, rounded up to the nearest whole cent; and (iv) the per share exercise price of such New EWS Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, rounded up to the nearest whole cent.

          (c) Old EWS Options Held by SNI Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Old EWS Option held by a SNI Participant as of the Distribution Date shall be converted into an SNI Option; provided, however, that from and after the Distribution Date (i) the number of SNI Common Shares subject to the SNI Option shall be equal to the quotient obtained by dividing (x) the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, with fractional shares rounded down to the nearest whole share; (ii) the per share exercise price of the SNI Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, rounded up to the nearest whole cent.

          (d) Non-Employee Directors’ Stock Options. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Old EWS Option held by individuals who are or were serving as non-employee directors of EWS shall be treated as follows:

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               (i) Each Old EWS Option held by an EWS Director as of the Distribution Date shall be adjusted as provided in Section 7.02(b).

               (ii) Each Old EWS Option held by a SNI Director as of the Distribution Date shall be converted as provided in Section 7.02(c).

               (iii) Each Old EWS Option held by a Joint EWS/SNI Director as of the Distribution Date shall be adjusted or converted as follows: (A) one-half of the Old EWS Option shall be adjusted as provided in Section 7.02(b), and (B) one-half of the Old EWS Option shall be converted as provided in Section 7.02(c).

          (e) Option Terms and Conditions. Except as provided above, the terms and conditions applicable to the New EWS Options and the SNI Options shall be substantially similar to the terms and conditions applicable to the corresponding Old EWS Option, including the terms and conditions relating to vesting, the post-termination exercise period, and the applicable exercise and tax withholding methods (as set forth in the applicable plan, award agreement or in the holder’s then applicable employment agreement). The SNI Options shall be issued under and governed by the terms of the SNI Share Plan. The SNI Share Plan shall provide that for purposes of the SNI Options held by EWS Employees, continued service with the EWS Group from and after the Distribution Date shall be deemed to constitute service with SNI.

          (f) Exercise of Options. Upon the exercise of a SNI Option, regardless of the holder thereof, the exercise price shall be paid to (or otherwise satisfied to the satisfaction of) SNI in accordance with the terms of the SNI Option, and SNI shall be solely responsible for the issuance of the SNI Common Shares, for ensuring the withholding of all applicable tax on behalf of the employing entity of such holder, and for ensuring the remittance of such withholding taxes to the employing entity of such holder. Upon the exercise of a New EWS Option, regardless of the holder thereof, the exercise price shall be paid to (or otherwise satisfied to the satisfaction of EWS) EWS in accordance with the terms of the New EWS Option, and EWS shall be solely responsible for the issuance of EWS Common Shares, for ensuring the withholding of all applicable tax on behalf of the employing entity of such holder and for ensuring the remittance of such withholding taxes to the employing entity of such holder.

          (g) Waiting Period for Exercisability of Options. The EWS Options and SNI Options shall not be exercisable during a period beginning on a date prior to the Distribution Date determined by EWS in its sole discretion, and continuing until the EWS Ratio and the SNI Ratio are determined after the Distribution, or such longer period as EWS determines¹ is necessary to implement the provisions of this Section.

     SECTION 7.03. Treatment of Outstanding EWS Restricted Shares.

          (a) Old EWS Restricted Shares Held by EWS Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each EWS Participant that holds Old EWS Restricted Shares as of the Record Date that remain outstanding immediately prior to the Distribution Date shall receive such number of SNI Restricted Shares as equals the number of SNI Common Shares to which all other holders of EWS Common Shares shall be entitled to receive upon the Distribution. Thereafter, the Old EWS Restricted Shares shall be treated as New EWS Restricted Shares for purposes of this Agreement.

¹ Doesn’t EWS’s Committee lose its authority under the SNI Share Plan on or shortly after the Distribution Date? In which case, the blackout period of SNI options would be subject to the discretion of the SNI Committee. EWS IS OF THE VIEW THAT SNI SHOULD AGREE TO BE BOUND BY THE BLACKOUT PERIOD IMPOSED BY EWS. — THIS IS AN OPEN ISSUE SNI NEEDS TO RESPOND TO.

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          (b) Old EWS Restricted Shares held by SNI Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each SNI Participant that holds Old EWS Restricted Shares as of the Record Date that remain outstanding immediately prior to the Distribution Date shall receive such number of SNI Restricted Shares as equals the number of SNI Common Shares to which all other holders of EWS Common Shares shall be entitled to receive upon the Distribution. Thereafter, the Old EWS Restricted Shares shall be converted into New SNI Restricted Shares; provided, however, that from and after the Distribution Date the number of SNI Restricted Shares held by the participant as a result of the conversion shall equal the product obtained by multiplying (i) the number of Old EWS Restricted Shares outstanding immediately prior to the Distribution Date, by (ii) the quotient obtained by dividing (x) the EWS Ratio, by (y) the SNI Ratio, with fractional shares rounded down to the nearest whole share.

          (c) Restricted Shares Terms and Conditions. Except as provided above, the terms and conditions applicable to each New EWS Restricted Share and SNI Restricted Share shall be substantially similar to the terms and conditions applicable to the corresponding Old EWS Restricted Share, including the restrictions and the terms and conditions relating to vesting and methods of tax withholding (as set forth in the applicable plan, award agreement or in the holder’s then applicable employment agreement). The SNI Restricted Shares shall be issued under and governed by the terms of the SNI Share Plan. The SNI Share Plan shall provide that for purposes of the SNI Restricted Shares held by EWS Employees, continued service with the EWS Group from and after the Distribution Date shall be deemed to constitute service with SNI.

          (d) Settlement of Restricted Shares. Upon the vesting of the SNI Restricted Shares, SNI shall be solely responsible for the settlement of all SNI Restricted Shares, regardless of the holder thereof, and for ensuring the satisfaction of all applicable tax withholding requirements on behalf of the employing entity of such holder and for ensuring the remittance of such withholding taxes to the employing entity of such holder. Upon the vesting of the EWS Restricted Shares, EWS shall be solely responsible for the settlement of all EWS Restricted Shares, regardless of the holder thereof, and for ensuring the satisfaction of all applicable tax withholding requirements on behalf of the employing entity of such holder and for ensuring the remittance of such withholding taxes to the employing entity of such holder.

     SECTION 7.04. Treatment of Outstanding EWS Restricted Share Units.

          (a) Old EWS Restricted Share Units held by SNI Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each SNI Participant that holds Old EWS Restricted Share Units as of the Distribution Date shall receive such number of SNI Restricted Share Units as equals the number of SNI Common Shares to which the individual would be entitled had the EWS Restricted Share Units represented actual EWS Common Shares as of the Record Date. Thereafter, the Old EWS Restricted Share Units held as of the Distribution Date by SNI Participants shall be converted into New SNI Restricted Share Units; provided, however, that from and after the Distribution Date the number of SNI Restricted Share Units held by the participant as a result of the conversion shall equal the product obtained by multiplying (i) the number of Old EWS Restricted Share Units outstanding immediately prior to the Distribution Date, by (ii) the quotient obtained by dividing (x) the EWS Ratio, by (y) the SNI Ratio.

          (b) Restricted Share Units Terms and Conditions. Except as provided above, the terms and conditions applicable to each SNI Restricted Share Unit shall be substantially similar to the terms and conditions applicable to the corresponding Old EWS Restricted Share Unit, including the restrictions and the terms and conditions relating to vesting, payment and methods of tax withholding (as

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set forth in the applicable plan, award agreement or in the holder’s then applicable employment agreement). The SNI Restricted Share Units shall be issued under and governed by the terms of the SNI Share Plan.

     SECTION 7.05. Treatment of EWS Phantom Stock Units.

          (a) EWS Phantom Stock Units Held by EWS Directors. Each EWS Director that holds EWS Phantom Stock Units as of the Distribution Date shall receive such number of SNI Phantom Stock Units as equals the number of SNI Common Shares to which the individual would be entitled had the EWS Phantom Stock Units represented actual EWS Common Shares as of the Record Date.

          (b) EWS Phantom Stock Units held by SNI Directors. Each SNI Director that holds EWS Phantom Stock Units as of the Distribution Date shall receive such number of SNI Phantom Stock Units as equals the number of SNI Common Shares to which the individual would be entitled had the EWS Phantom Stock Units represented actual EWS Common Shares as of the Record Date. Thereafter, the EWS Phantom Stock Units held by a SNI Director shall be converted into SNI Phantom Stock Units; provided, however, that from and after the Distribution Date the number of SNI Phantom Stock Units held by the individual as a result of the conversion shall equal the product obtained by multiplying (i) the number of EWS Phantom Stock Units held by a SNI Director immediately prior to the Distribution Date, by (ii) the quotient obtained by dividing (x) the EWS Ratio, by (y) the SNI Ratio.

          (c) EWS Phantom Stock Units held by Joint EWS/SNI Directors. The EWS Phantom Stock Units held by a Joint EWS/SNI Director as of the Distribution Date shall be treated as follows: (i) one-half of the EWS Phantom Stock Units shall be adjusted as provided in Section 7.05(a), and (ii) one-half of the EWS Phantom Stock Units shall be converted as provided in Section 7.05(b).

          (d) Settlement of Units. The Phantom Stock Units shall be governed by and paid in accordance with the terms of the applicable EWS Deferred Compensation Plan or SNI Deferred Compensation Plan. Notwithstanding the foregoing and Section 6.01(b), any SNI Phantom Stock Units credited under an EWS Deferred Compensation Plan on behalf of any individual shall be paid in cash in lieu of SNI Common Shares (notwithstanding any distribution election to the contrary).

     SECTION 7.06. Cooperation. Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of New EWS Options and SNI Options and the settlement of EWS Restricted Shares, SNI Restricted Shares, EWS Restricted Share Units, SNI Restricted Share Units, EWS Phantom Stock Units and the SNI Phantom Stock Units. Each of the Parties will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws.

     SECTION 7.07. SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards described in this Article VII and the employee stock purchase plans described in Section 8.04, to the extent any such registration statement is required by applicable Law.

     SECTION 7.08. Savings Clause. The Parties hereby acknowledge that the provisions of this Article VII are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

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ARTICLE VIII
ADDITIONAL COMPENSATION MATTERS

     SECTION 8.01. Incentive Awards.

          (a) EWS Incentive Awards. Except as otherwise provided in Section 6.01, effective as of the Distribution Date, EWS shall assume or retain, as applicable, responsibilities for all Liabilities, and fully perform, pay and discharge, all Liabilities, when such Liabilities become due, relating to any incentive awards established under The E. W. Scripps Company Executive Bonus Plan (or the comparable non-executive annual incentive plan maintained by EWS) that any EWS Participant or SNI Participant is eligible to receive with respect to any performance period that ends on or before the Distribution Date and, effective as of the Distribution Date, SNI shall have no obligations with respect to any such annual incentive awards. Moreover, EWS acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the EWS Group or SNI Group to any EWS Participant.

          (b) SNI Incentive Awards. SNI acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the EWS Group or SNI Group to any SNI Participant.

          (c) Establishment of SNI Annual Incentive Plan. Effective as of the Distribution Date, SNI shall have adopted or cause to be adopted an annual incentive plan that shall permit the issuance of annual incentive awards for performance periods commencing after the Distribution Date on terms and conditions substantially comparable to those under The E. W. Scripps Company Executive Bonus Plan as in effect on the Distribution Date, provided that the incentive opportunities and performance criteria shall be established in the sole discretion of the SNI Board of Directors or appropriate committee thereof. SNI shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to its annual incentive plan.

     SECTION 8.02. Change in Control Plan.

          (a) Establishment of SNI Executive Change in Control Plan. Effective as of the Distribution Date, SNI shall have adopted or cause to be adopted an Executive Change in Control Plan that provides benefits substantially comparable to the benefits provided under the Scripps Senior Executive Change in Control Plan, as in effect on February 1, 2008.

          (b) Participation. As of the Distribution Date, SNI Employees shall cease to be eligible to participate in the Scripps Senior Executive Change in Control Plan and SNI shall cause such employees to commence participation in the Scripps Networks Interactive, Inc. Executive Change in Control Plan on terms and conditions substantially comparable to those under the Scripps Senior Executive Change in Control Plan as in effect on February 1, 2008, provided that the termination pay multiples shall be established in the sole discretion of the SNI Board of Directors or appropriate committee thereof. SNI shall have no obligations with respect to the Scripps Senior Executive Change in Control Plan, as it may be amended from time to time.

     SECTION 8.03. Individual Arrangements.

          (a) EWS Individual Arrangements. EWS acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment

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or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the EWS Group or SNI Group to any EWS Participant.

          (b) SNI Individual Arrangements. SNI acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the EWS Group or SNI Group to any SNI Participant. Moreover, effective immediately after the Distribution Date, SNI shall, or shall cause one of its Subsidiaries or Affiliates to, enter into an employment agreement with each of the SNI Employees listed on Schedule 8.03(b), which is substantially comparable to the corresponding EWS employment agreement for each such SNI Employee.

          (c) Effect of the Separation on Severance. The Parties acknowledge and agree that the transactions contemplated by the Separation Agreement will not constitute a termination of employment of any SNI Participant for purposes of any policy, plan, program or agreement of EWS or SNI or any member of the EWS Group or SNI Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

     SECTION 8.04. Employee Stock Purchase Plan. As of the Distribution Date, SNI Employees shall cease to be eligible to participate in The E. W. Scripps Company Employee Stock Purchase Plan. SNI has established the Scripps Networks, Inc. Employee Stock Purchase Plan, the terms and conditions of which may be amended from time to time. The Scripps Networks, Inc. Employee Stock Purchase Plan shall not be considered a “mirror” or a successor plan to The E. W. Scripps Company Employee Stock Purchase Plan. Participation in the Scripps Networks, Inc. Employee Stock Purchase Plan shall be subject to the terms and conditions of such plan and any new elections made with respect to such plan. Participants’ elections and other terms of participation in The E. W. Scripps Company Employee Stock Purchase Plan shall not be transferred or carried over to the Scripps Networks, Inc. Employee Stock Purchase Plan. Notwithstanding the foregoing, as of the Distribution Date the accounts of the SNI Employees under The E. W. Scripps Company Employee Stock Purchase Plan shall be transferred to the Scripps Networks, Inc. Employee Stock Purchase Plan.

     SECTION 8.05. Director Programs. Except as otherwise provided in Section 6.01, EWS shall retain responsibility for the payment of any fees payable in respect of service on the EWS Board of Directors that are payable but not yet paid as of the Distribution Date, and SNI shall have no responsibility for any such payments (to an individual who is a member of the SNI Board of Directors as of the Distribution Date or otherwise).

     SECTION 8.06. Sections 162(m)/409A. Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) a federal income Tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.

ARTICLE IX
WORKERS’ COMPENSATION LIABILITIES

     SECTION 9.01. Pre-Distribution Date Claims. SNI shall not assume or retain any workers’ compensation Liability relating to, arising out of, or resulting from any claim by a SNI Employee that

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results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, while such SNI Employee was employed by any member of the EWS Group (such a claim, an “EWS Retained Claim”). All workers’ compensation Liabilities relating to, arising out of, or resulting from (i) any EWS Retained Claim or (ii) any claim by an EWS Employee or Former EWS Employee that results from an accident, incident, or event occurring, or from an occupational disease which becomes manifest before the Distribution Date shall be retained by EWS.

     SECTION 9.02. Post-Distribution Date Claims. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a SNI Employee or Former SNI Employee that result from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by SNI. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an EWS Employee or Former EWS Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by EWS.

     SECTION 9.03. General. For purposes of this Section 9.03, a compensable injury shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or an occupation disease becomes manifest, as the case may be. EWS and SNI shall cooperate in good faith with respect to the notification to appropriate Governmental Authorities of the Distribution and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

ARTICLE X
INDEMNIFICATION

     SECTION 10.01. Indemnification by SNI. SNI shall indemnify, defend, release and hold harmless EWS, each member of the EWS Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “EWS Indemnified Parties”), from and against any and all Liabilities of the EWS Indemnified Parties relating to, arising out of or resulting from (i) any breach by SNI or any member of the SNI Group of this Agreement or (ii) any SNI Liabilities.

     SECTION 10.02. Indemnification by EWS. EWS shall indemnify, defend, release and hold harmless SNI, each member of the SNI Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SNI Indemnified Parties,” and, together with EWS Indemnified Parties, the “Indemnified Parties”), from and against any and all Liabilities of the SNI Indemnified Parties relating to, arising out of or resulting from any (i) breach by EWS or any member of the EWS Group of this Agreement or (ii) any EWS Liabilities.

     SECTION 10.03. Procedures for Indemnification of Third-Party Claims.

          (a) If an Indemnified Party shall receive notice of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 10.03(a) shall not relieve the related Indemnifying

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Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

          (b) An Indemnifying Party may elect (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party.

          (c) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the cost and expense of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party).

          (d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party.

          (e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld or delayed).

     SECTION 10.04. Additional Matters.

          (a) Any claim with respect to a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement.

          (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be

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subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

          (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Article X.

     SECTION 10.05. Contribution. In the event that the foregoing indemnity is unenforceable under applicable laws, the Party from whom such indemnity is sought agrees to contribute, in accordance with this Section 10.05, to cover any Liabilities for which such indemnity is sought. For such Liabilities referred to in Section 10.01 or Section 10.02, as the case may be, the Party from which indemnity is sought shall contribute in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the respective Parties. For any other Liabilities, and if the allocation provided by the immediately preceding sentence is unavailable for any reason, the Party from which indemnity is sought shall contribute in such proportion as is appropriate to reflect not only such relative benefit but also the relative fault of the Party from which indemnity is sought in connection with the conduct which resulted in such Liabilities, as well as any other relevant equitable considerations. The Parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above.

     SECTION 10.06. Survival of Indemnities. The rights and obligations of each of EWS and SNI and their respective Indemnified Parties under this Article X shall survive the sale or other transfer by any Party of any Assets or the assignment by it of any Liabilities.

     SECTION 10.07. Remedies Cumulative. The remedies provided in this Article X shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party; provided, that the procedures set forth in this Article X shall be the exclusive procedures governing any indemnity action brought under this Agreement.

ARTICLE XI
GENERAL AND ADMINISTRATIVE

     SECTION 11.01. Sharing Of Information. EWS and SNI (acting directly or through their respective Subsidiaries or Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable

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steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

     SECTION 11.02. Reasonable Efforts/Cooperation. Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

     SECTION 11.03. Employer Rights. Subject to SNI’s obligations pursuant to Section 2.03 of this Agreement, nothing in this Agreement shall prohibit SNI or any of its Subsidiaries or Affiliates from amending, modifying or terminating any SNI Benefit Plan at any time within its sole discretion. In addition, nothing in this Agreement shall prohibit EWS or any of its Subsidiaries or Affiliates from amending, modifying or terminating any EWS Benefit Plan at any time within its sole discretion.

     SECTION 11.04.Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Separation Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any EWS Employee or SNI Employee or other future, present, or former employee of any member of the EWS Group or SNI Group under any EWS Benefit Plan or SNI Benefit Plan or otherwise. Without limiting the generality of the foregoing, except as expressly provided in this Agreement, the occurrence of the Distribution alone shall not cause any employee to be deemed to have incurred a termination of employment that entitles such individual to the commencement of benefits under any of the EWS Benefit Plans. Furthermore, this Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any employee or former employee of EWS or SNI or either of their respective Subsidiaries or Affiliates or any beneficiary or dependent thereof) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ad initio, thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any employee or former employee of EWS, SNI or either of their respective Subsidiaries or Affiliates any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

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     SECTION 11.05. Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

     SECTION 11.06. Access to Employees. Following the Distribution Date, EWS and SNI shall, or shall cause each of their respective Subsidiaries or Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any EWS Group Member and any SNI Group Member) to which any employee, director or Benefit Plan of the EWS Group or SNI Group is a party and which relates to their respective Benefit Plans prior to the Distribution Date. The Party to whom an employee is made available in accordance with this Section 11.06 shall pay or reimburse the other Party for all reasonable expenses that may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

     SECTION 11.07. Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to SNI Participants under EWS Benefit Plans shall be transferred to and be in full force and effect under the corresponding SNI Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant SNI Participant.

     SECTION 11.08. Not a Change in Control. The Parties hereto acknowledge and agree that the transactions contemplated by the Separation Agreement and this Agreement do not constitute a “change in control” for purposes of any EWS Benefit Plan or SNI Benefit Plan.

ARTICLE XII
MISCELLANEOUS

     SECTION 12.01. Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by EWS and SNI and neither Party shall have any Liability to the other Party under this Agreement.

     SECTION 12.02. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

     SECTION 12.03. Affiliates. Each of EWS and SNI shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by each of their Subsidiaries or Affiliates, respectively.

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     SECTION 12.04. Notices. All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers:

     If to EWS, to:

[                                                            ]
[                                                            ]
[                                                            ]
Facsimile: [                                                            ]
Attention: [                                                            ]

with a copy to:

[_____________________]
[                                                            ]
[                                                            ]
[                                                            ]
Facsimile: [                                                            ]
Attention: [                                                            ]

If to SNI, to:

[                                                            ]
[                                                            ]
[                                                            ]
Facsimile: [                                                            ]
Attention: [                                                            ]

with a copy to:

[                                                            ]
[                                                            ]
[                                                            ]
Facsimile: [                                                            ]
Attention: [                                                            ]

     All such notices, requests and other communications will (i) if delivered personally to the address as provided in this section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this section, be deemed given upon receipt and (iii) if delivered by mail in the manner described above to the address as provided in this section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party.

     SECTION 12.05. Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

     SECTION 12.06. Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a

33

written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

     SECTION 12.07. Amendment. This Agreement may be amended, modified, waived, supplemented or superseded, in whole or in part, only by a written instrument signed by duly authorized signatories of the Parties.

     SECTION 12.08. Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Ohio, without giving effect to the conflicts of laws principles thereof.

     SECTION 12.09. Submission to Jurisdiction; Waivers. To the fullest extent permitted by applicable Law, each Party hereto (a) agrees that any claim, action or proceeding by such Party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of Ohio or any Ohio State court, in each case, located in the County of Hamilton and not in any other State or Federal court in the United States of America or any court in any other country, (b) agrees to submit to the exclusive jurisdiction of such courts located in the County of Hamilton for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (c) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such action brought in such a court or any claim that any such action brought in such a court has been brought in an inconvenient forum, (d) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.04 or any other manner as may be permitted by Law shall be valid and sufficient service thereof and (e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

     SECTION 12.10. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

     SECTION 12.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     SECTION 12.12. No Assignment; Binding Effect. Neither Party shall be permitted to assign, in whole or in part, directly or indirectly, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void. Notwithstanding such prohibition on assignment:

          (a) Nothing herein shall prohibit, modify or limit the ability of the Parties to transfer or allocate Assets and Liabilities, as the case may be, to any entity within the EWS Group or the SNI Group in connection with, or in furtherance of, the Distribution and, to the extent that any such transfer or allocation results in an assignment of this Agreement or any rights or obligations hereunder, then the Parties shall make such amendments, revisions or modifications to this Agreement as are reasonably necessary to reflect the affect of such assignment.

          (b) Either Party may assign all, but not less than all, of its rights or obligations under this Agreement in connection with a consolidation or merger transaction in which such Party is not the continuing or surviving entity or the sale by such Party of all or substantially all of its properties and assets, provided that: (i) prior to such transaction becoming effective, the continuing, surviving or

34

acquiring entity shall have executed and delivered to the other Party a written agreement, in form and substance reasonably satisfactory to the other Party, pursuant to which such entity agrees to be bound by all of the terms, conditions and provisions of this Agreement as if named as a “Party” hereto and (ii) no Party shall be obligated to materially change the nature, scope or volume of its rights or obligations under this Agreement as a result of any such assignment.

     SECTION 12.13. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

ARTICLE XIII
DISPUTE RESOLUTION

     SECTION 13.01. General. Except with respect to injunctive relief described below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall attempt to be settled first, by good faith efforts of the Parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out below.

     SECTION 13.02. Initiation. A Party that wishes to initiate the dispute resolution process shall send written notice to the other Party, in accordance with Section 12.04, with a summary of the controversy and a request to initiate these dispute resolution procedures. Each Party shall appoint a knowledgeable, responsible representative who has the authority to settle the dispute, to meet and to negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives who may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations (a) shall be treated as Information subject to the provisions of Section 7.08 of the Separation Agreement developed for purposes of settlement, (b) shall be exempt from discovery and production and (c) shall not be admissible in the arbitration described above or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. The Parties agree to pursue resolution under this subsection for a minimum of 30 calendar days before requesting arbitration.

     SECTION 13.03. Arbitration Request. If the dispute is not resolved under the preceding subsection within 30 calendar days of the initial written notice, either Party may demand arbitration by sending written notice to the other Party. The Parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both Parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in a location mutually acceptable to the Parties, and, if the Parties do not agree, the location shall be Cincinnati, Ohio; (ii) the arbitrator shall be licensed to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Information subject to Section 11.01, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages or extend the term hereof; (v) the arbitrator shall control the scheduling so that the hearing is completed no later than 30 calendar days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within five calendar days thereafter in summary form that states the award, without written decision, which decision shall follow the plain meaning of this Agreement, and in the event of any ambiguity, the intent of the Parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the Parties. Each Party to the dispute shall bear its own expenses arising out of the arbitration,

35

except that the Parties shall share the expenses of the facilities to conduct the arbitration and the fees of the arbitrator equally.

     SECTION 13.04. Injunctive Relief. The foregoing notwithstanding, each Party shall have the right to seek injunctive relief in an applicable court of law or equity to preserve the status quo pending resolution of the dispute and enforce any decision relating to the resolution of the dispute.

[signature page follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

THE E.W. SCRIPPS COMPANY
By:
	Name:
	Title:
SCRIPPS NETWORKS INTERACTIVE, INC.
By:
	Name:
	Title:

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EXHIBIT A-1

                                        , 200     

Attention:                                                             

Re: INDEPENDENT ACTUARY AGREEMENT REGARDING PENSION PLAN TRANSFER

Dear [Sir/Madam]:

The Employee Benefits Agreement dated                                         , 2008 (the “Agreement”) (copy enclosed) requires a spin-off from the EWS Retirement Plan and a transfer to the SNI Retirement Plan of pension and ancillary benefits liabilities and assets for SNI Plan Participants in accordance with Section 3.02 of the Agreement. Capitalized terms used but not defined in this letter shall have the meanings ascribed in the Agreement, the terms of which are incorporated herein by reference.

     As provided in Sections 3.02(b)(ii), (b)(iii), and (b)(iv) of the Agreement, calculations of the Estimated Retirement Plan Transfer Amount, the Initial Asset Transfer, the Initial Transfer Amount, and the Revised Retirement Plan Transfer Amount were made by the EWS Actuary. The calculation of the Revised Retirement Plan Transfer Amount has been reviewed by the SNI Actuary and the SNI Actuary disagrees with [INSERT NUMBER OF DISPUTED ISSUES] aspects of the Revised Retirement Plan Transfer Amount calculation. The EWS Actuary and the SNI Actuary have communicated with each other and have been unable to resolve their disagreement. Therefore, SNI hereby invokes the provisions of Section 3.02(b)(iv)(B) of the Agreement, and proposes that EWS and SNI select and equally share the expense of a mutually agreeable third enrolled actuary (“TEA”) to promptly resolve the disagreement on a final and binding basis on the terms set out in this letter:

1.

Objective. The objective of EWS and SNI is to resolve promptly the disagreement between their actuaries through use of the procedure provided for in Section 3.02(b)(iv)(B) of the Agreement. EWS and SNI agree to act promptly and in good faith to carry out and complete the disagreement resolution procedures set out in Section 3.02(b)(iv)(B) of the Agreement.

2.

Criteria for Selecting the TEA. EWS and SNI agree that the TEA should be a person who has all of the following attributes: (1) He or she is currently practicing, or within the past ten years practiced, in a large, nationally recognized actuarial consulting firm or accounting firm which employs actuaries (e.g., Mercer, Watson Wyatt, PricewaterhouseCoopers, etc.); (2) he or she has substantial experience with defined benefit pension plans covering large numbers of employees; (3) he or she has substantial experience with pension plan transfers and corporate merger and acquisition transactions; (4) neither the individual enrolled actuary nor his or her firm or personal office has provided actuarial consulting services relating to the Benefit Plans within the past two years to EWS, SNI, or any of their Subsidiaries or Affiliates or the employee benefit plans of any such Subsidiary or Affiliate, or, if an accounting firm, the firm does not serve as auditor for EWS, SNI, or any of their Subsidiaries or Affiliates; (5) neither the individual enrolled actuary nor his or her firm currently or at any time in the past has provided services specifically to the EWS Retirement Plan, the SNI Retirement Plan, or any plan that has been merged into either such plan;

	and (6) neither the individual enrolled actuary nor his or her firm has previously been contacted by EWS, SNI, or any of their Subsidiaries or Affiliates or representatives about this matter, and otherwise they have no prior knowledge of this matter.
	EWS and SNI will, within 15 days from the date EWS endorses a copy of this letter, simultaneously submit to each other a list of up to six names of either individual enrolled actuaries or actuarial consulting or accounting firms (including, in the case of a firm, a particular United States office of that firm, e.g., “Towers Perrin, New York Office,” or “Buck Consultants, Pittsburgh Office”). The names on each list will meet all of the six criteria set out in paragraph 1 above. If any name appearing on a party’s list (the “Nominating Party”) is known by the other party (the “Receiving Party”) not to meet all of the six criteria set out in paragraph 1 above, the Receiving Party will immediately notify the Nominating Party of that fact (including specification of the criterion or criteria not met) and the nominated individual or firm will be stricken from the list. In that event, the Nominating Party may, at its election, substitute another name for the name so stricken. Each party will disclose to the other party any relationship it has had since [INSERT DATE TWO YEARS PRIOR TO DISTRIBUTION DATE] with any individual or firm appearing on either list, even if such relationship does not disqualify the nominated individual or firm.
	If the name of any individual actuary or firm office appears on both lists, that person or firm office will automatically be agreed to as the TEA selected by EWS and SNI. If more than one name appears on both lists, the TEA will be the first name chosen by lot from among such names. The parties will approach the TEA so selected (or will approach such selected TEAs seriatim, in the order chosen by lot, if more than one name appears on both lists) under the solicitation procedure described in paragraph 3 below, until the selected TEA (or one of the selected TEAs) accepts the assignment on the terms in the “Proposal Package” (defined below). In the event that the selected TEA (or all of such selected TEAs) does/do not accept the assignment, then the procedures set forth below will be followed to identify the TEA.
	If no individual actuary or firm office appears on both lists (or all such individuals or firms reject the assignment), then representatives of EWS and SNI will discuss all of the individuals or firms included in both lists and will in good faith agree on up to four of those individuals or firms (the “Candidates”) as acceptable to be the TEA. Under the solicitation procedure described in paragraph 3 below, EWS and SNI will then jointly approach those four individuals or firms, seriatim (one at a time, in the order chosen by lot), to ascertain their availability and acceptance of the assignment on the terms proposed. The first such Candidate that accepts the assignment on the terms proposed will be the TEA selected by EWS and SNI in accordance with Section 3.02(b)(iv)(B) of the Agreement. For example, EWS and SNI will send a Proposal Package (defined below) to the first Candidate; if that Candidate accepts the assignment on the terms in the Proposal Package, then that Candidate will be the TEA; if the first Candidate does not accept the assignment on the terms proposed within a reasonable period (not more than 10 days), then a Proposal Package will be sent to the second Candidate, and so on, until a Candidate accepts on the terms in the Proposal Package. If no Candidate accepts the assignment, the parties will promptly recommence the process set out in this paragraph 2.
3.	Solicitation Procedure. Having so identified the TEA or up to four Candidates, SNI and EWS will jointly send to such TEA(s) or Candidates, seriatim as described above, a written description and proposal for the project (the “Proposal Package”). Neither EWS nor SNI will independently contact or discuss the matter with any Candidate; if a Candidate contacts either EWS or SNI or their representatives to discuss the project or request additional information, SNI or EWS, as the case may be, will immediately join the other party or a representative thereof in the

2

	response to or any discussion with the Candidate, and will not in any event proceed in discussions with the Candidate or such other party.
	SNI and EWS will agree on and jointly prepare the Proposal Package; it is assumed that the Proposal Package will be relatively brief, including only enough information to identify the parties, describe the specifics of their actuaries’ disagreement, include a copy of the Agreement, describe the function of the TEA in resolving the disagreement, and describe the limits and time frame within which the TEA’s work is to be completed. To facilitate the prompt creation of the Proposal Package: SNI will prepare a draft of the package which shall be reviewed promptly by EWS; reasonable changes and additions may be proposed by EWS; the final terms of the Proposal Package will consist of the draft proposed by SNI incorporating the reasonable changes and additions proposed by EWS. The final Proposal Package will be completed within 15 days from the date a copy of this letter is endorsed by EWS, or within seven days following receipt of the draft by EWS, whichever period ends later.
	EWS and SNI will jointly execute any engagement letter, fee agreement or any other documentation required by the selected TEA. EWS and SNI will equally share the fees and expenses of the TEA and each will promptly pay one-half of the amount charged on each invoice submitted by the TEA.
4.	Scope of the TEA’s Functions. The function and authority of the TEA is limited to deciding the [INSERT NUMBER OF DISPUTED ISSUES] issues on which the enrolled actuaries selected by EWS and SNI have disagreed, specifically:

(a)	[Insert description of the issue(s) to be resolved by the TEA.]
(b)	[Insert description of the issue(s) to be resolved by the TEA.]
(c)	[ETC.]

The TEA may reach any decision with respect to these [INSERT NUMBER OF DISPUTED ISSUES] issues; i.e., the TEA may decide that the issue will be resolved wholly as proposed by the SNI Actuary, by the EWS Actuary, or at any amount between their positions. The amount of assets transferred attributable to each such issue as decided by the TEA shall not be more than the amount that would have been transferred based on the position of the SNI Actuary with respect to the issue nor less than the amount that would have been transferred based on the position of the EWS Actuary with respect to the issue.

The TEA is not expected or authorized to review or decide any issue other than the [INSERT NUMBER OF DISPUTED ISSUES] issue(s) above, or to make any calculation or determination regarding the transfer of assets and liabilities from the EWS Retirement Plan to the SNI Retirement Plan. In no event will any decision or action of the TEA result in any reduction in the Initial Cash Transfer or the Initial Transfer Amount heretofore transferred from the EWS Retirement Plan to the SNI Retirement Plan.

A condition of the engagement of the TEA will be that he or she shall agree to make and communicate his or her decisions within 30 days after he or she receives the last of the written communications referred to in the first sentence of paragraph 5 below. The TEA will be required to present his or her decisions in a writing addressed jointly to EWS and SNI. The written report of the TEA should also include a statement that he or she is independent of the parties, has no conflict of interest with respect to the engagement, had no contact with either party concerning this matter prior to being contacted jointly by the parties, and satisfies all six of the criteria set

3

	out in paragraph 2 above. It is expected that the decision rendered by the TEA will be sufficient to enable EWS to calculate (subject to review by the SNI Actuary) the Final Retirement Plan Transfer Amount. In the event of any dispute by the parties’ actuaries over the calculations done following the decision of the TEA, such dispute shall be referred to the TEA for resolution. After such resolution, the EWS Actuary will complete a final calculation of the Final Retirement Plan Transfer Amount that is consistent with the resolution of the TEA.
	If such final calculation requires a higher amount to be transferred than the Initial Transfer Amount (adjusted for ___ interest as required by the Agreement), EWS will promptly (and in any event not more than 30 days after receipt of the written decision of the TEA) cause the EWS Retirement Plan to transfer such additional amount (plus interest at ___) to the SNI Retirement Plan.
5.	Communications with the TEA. Within 10 days after the TEA is engaged, EWS and SNI shall each communicate to the TEA in writing (the “Initial Communication”) the positions of their respective enrolled actuaries with respect to the [INSERT NUMBER OF DISPUTED ISSUES] issues to be decided by the TEA. Such Initial Communication may include copies of the parties’ prior correspondence (including correspondence between the EWS and SNI Actuaries). As soon as the TEA has received the Initial Communication from both parties, the TEA will then simultaneously furnish to each party a copy of the Initial Communication provided by the other party. Within 10 days after receiving a copy of the other party’s Initial Communication from the TEA, a party may submit to the TEA a written communication (a “Rebuttal Statement”) setting forth any additional information or comments in response to the other party’s Initial Communication. As soon as the TEA has received a Rebuttal Statement from each party, or if earlier, upon expiration of the 10-day time period for submitting Rebuttal Statements, the TEA shall simultaneously furnish to each party a copy of any Rebuttal Statement provided by the other party.
	Except for the Proposal Package, the Initial Communications and the Rebuttal Statements (if any), neither EWS nor SNI nor any of their agents or representatives will initiate any other contact or communication with the TEA. The TEA may, however, contact EWS or SNI or their representatives or actuaries to request additional documents, information or opinions. EWS or SNI, or their representatives or actuaries, as the case may be, will respond to any such request from the TEA, but the responding party will immediately advise the other party of any such contact and provide a copy of any written response or a written summary with regard to any oral communications. Upon receipt of any such copy of summary, the receiving party may, if it so elects, communicate in a similar manner (written or oral) to the TEA any comments that such party may have that are relevant to the matter(s) that were the subject of the communications between the TEA and the other party.
	If so requested by the TEA, the parties will meet in person or have a telephone conference call with the TEA. Any such meeting or call will be attended by such representatives of EWS or SNI as each of them decides is appropriate.
	All written (including facsimile and E-mail) correspondence, notices and other documentation prepared by or received by EWS or SNI or their representatives relating to this matter, will be addressed to, or a copy thereof shall be simultaneously furnished to, the following persons at EWS and SNI:

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If any time period specified herein would otherwise end on a Saturday, Sunday or legal holiday in Ohio, then such time period shall be extended to the next regular business day.

********

Please indicate EWS’s agreement to the terms set forth herein, by endorsing the enclosed copy of this letter and returning it to the undersigned.

Sincerely, SCRIPPS NETWORKS INTERACTIVE, INC.
By:
	Name:
	Title:
	Date:

Acknowledged and Agreed:

THE E.W. SCRIPPS COMPANY
By:
	Name:
	Title:
	Date:

101934041.14, Employee Matters Agreement

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EX-10.4

Exhibit 10.4

SCRIPPS NETWORKS INTERACTIVE, INC.
2008 LONG-TERM INCENTIVE PLAN

1. Purpose; Effective Date.

The plan shall be known as the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of Scripps Networks Interactive, Inc. (the “Company”) and its subsidiaries by (i) providing directors of the Company and officers and key employees of the Company and its subsidiaries with incentives to improve stockholder values and contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. Grants of incentive or nonqualified stock options, stock appreciation rights in tandem with or independent of options (“SARs”), restricted or nonrestricted share awards, performance units, or any combination of the foregoing may be made under the Plan. In addition, the Plan permits the grant of awards in substitution of awards issued under The E. W. Scripps Company 1997 Long-Term Incentive Plan, as amended, in accordance with the terms of the Employee Matters Agreement by and between The E. W. Scripps Company and the Company (the “Employee Matters Agreement”).

This Plan is (a) adopted effective immediately prior to the Distribution Date as defined in the Employee Matters Agreement (the “Effective Date”) by the Board of Directors of the Company and (b) approved effective as of the Effective Date by The E. W. Scripps Company, as sole shareholder of the Company.

2. Definitions.

     (a) “Affiliate” means any Person controlling or under common control with the Company or any Person of which the Company directly or indirectly has Beneficial Ownership of securities having a majority of the voting power.

     (b) “Beneficial Ownership” and “Beneficial Owner” have the meanings provided in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

     (c) “Cause” means:

     (i) commission of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary;

     (ii) willful failure to perform duties of employment, if such failure has not been cured in all material respects within twenty (20) days after the Company or any subsidiary, as applicable, gives notice thereof; or

     (iii) breach of any material term, provision or condition of employment, which breach has not been cured in all material respects within twenty (20) days after the Company or any subsidiary, as applicable, gives notice thereof.

     (d) “Change in Control” shall occur with respect to all participants in the Plan when after the Distribution Date (except as may be otherwise prescribed by the Committee in an award agreement):

     (i) any Person becomes a “Beneficial Owner” of a majority of the outstanding Common Voting Shares, $.01 par value, of the Company (or shares of capital stock of the Company with comparable or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the “Trust”) and the trustees thereof, and any person that is or becomes a party to the Scripps Family Agreement, dated October 15, 1992, as amended currently and as it may be amended from time to time in the future (the “Family Agreement”);

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     (ii) the majority of the Board of Directors of the Company (the “Board”) consists of individuals other than Incumbent Directors; or

     (iii) assets of the Company accounting for 90% or more of the Company’s revenues (hereinafter referred to as “substantially all of the Company’s assets”) are disposed of pursuant to a merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a controlling interest (defined as owning a majority of the voting power) in the entity surviving such merger or consolidation or acquiring such assets upon such sale or in connection with such plan of liquidation and dissolution).

     (e) “Change in Control” shall occur with respect to a particular participant in the Plan employed by a particular subsidiary or division of a subsidiary when after the Distribution Date (except as may be otherwise prescribed by the Committee in an award agreement):

     (i) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of securities of the particular subsidiary of the Company employing the participant having at least fifty percent (50%) of the voting power of such subsidiary’s then outstanding securities; or

     (ii) the particular subsidiary sells to any Person other than the Company or an Affiliate all or substantially all of the assets of the particular division thereof to which the participant is assigned.

     (f) “Closing Price” of Class A Common Shares of the Company means, with respect to the date in question, the closing sales price of such shares on the New York Stock Exchange, or if the Company’s Class A Common Shares are not traded on such exchange, or otherwise traded publicly, the value determined, in good faith, by the Committee.

     (g) “Conversion Awards” means awards that are issued in substitution of, or in connection with, stock options, restricted shares or restricted share units that were granted under The E. W. Scripps Company 1997 Long-Term Incentive Plan, as amended, to employees of The E. W. Scripps Company and its Subsidiaries in accordance with the terms of the Employee Matters Agreement.

     (h) “Disability” means a permanent disability deemed to have occurred under any Company-wide employee long-term disability plan.

     (i) “Distribution Date” has the meaning given that term in Section 1.

     (j) “Effective Date” has the meaning given that term in Section 1.

     (k) “Employee Matters Agreement” has the meaning given that term in Section 1.

     (l) “Incentive Stock Option” means an option conforming to the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

     (m) “Incumbent Director” means a member of the Board on the Distribution Date, provided that any person becoming a director subsequent to the Distribution Date, whose election or nomination for election was supported by a majority of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director.

     (n) “Nonqualified Stock Option” means any stock option other than an Incentive Stock Option.

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     (o) “Person” has the meaning provided in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof, including a “group” (as defined in Section 13(d) of such Act).

     (p) “Retirement” means retirement as defined under the Pension Plan, or as otherwise determined by the Board of Directors of the Company.

     (q) “SARs” means stock appreciation rights.

     (r) “Pension Plan” means the Scripps Pension Plan, or its successor in which the Company participates.

     (s) “Subsidiary” means a corporation or other entity of which outstanding shares or interests representing 50% or more of the combined voting power of such corporation or entity are owned directly or indirectly by the Company. For purposes of determining whether any person may be a participant with respect to any grant of Nonqualified Stock Options or SARs that are intended to be exempt from Section 409A of the Code, the term “Subsidiary” means any corporation or other entity as to which the Company is an “eligible issuer of service recipient stock” (within the meaning of 409A of the Code).

3. Administration.

The Plan shall be administered by a committee consisting of at least three directors of the Company (the “Committee”). Subject to the provisions of the Plan, the Committee shall be authorized to determine the form and substance of grants made under the Plan to each participant; establish the conditions and restrictions, if any, subject to which such grants will be made or will vest; interpret the Plan; and adopt, amend, or rescind such rules and regulations for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be conclusive and binding on all parties, including the Company, its shareholders, and the participants in the Plan. The Committee may appoint a subcommittee of its members as permitted or appropriate under applicable laws and regulations. Such subcommittee may exercise such powers of the Committee as the Committee designates. All actions of the subcommittee shall be reported to the Committee.

4. Shares Available for the Plan.

Subject to adjustments as provided in Section 16, an aggregate of [24,000,000] shares of Class A Common Shares of the Company (hereinafter referred to from time to time as “shares”) may be issued pursuant to the Plan. Such shares may be unissued or treasury shares. If any grant under the Plan expires or terminates unvested or unexercised, becomes unexercisable or is forfeited as to any shares, such unpurchased or forfeited shares shall thereafter be available for further grants under the Plan unless, in the case of options granted under the Plan, SARs in tandem therewith are exercised. The Company shall not be required to deliver any fractional shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

5. Participation.

Participation in the Plan shall be limited to directors of the Company and officers and key employees of the Company and its subsidiaries, all as approved by the Committee.

Nothing in the Plan or in any grant thereunder shall confer any right on an employee to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate an employee at any time.

Incentive or nonqualified stock options, SARs, restricted or nonrestricted stock awards, performance units, or any combination thereof, may be granted for such number of shares as the Committee shall determine (such individuals to whom grants are made being herein referred to from time to time as “grantees”). A grant of any type made hereunder in any

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one year to an eligible participant shall neither guarantee nor preclude a further grant of that or any other type to such employee in that year or subsequent years.

The maximum number of shares with respect to which incentive or nonqualified options, SARs, restricted or nonrestricted stock or performance units, or any combination of the foregoing may be granted to any single individual in any one calendar year shall not exceed 1,000,000 shares. The maximum number of shares for which incentive stock options may be granted under the Plan shall not exceed 5,000,000 shares.

6. Incentive and Nonqualified Option Grants.

The Committee may grant from time to time to eligible participants Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. The options granted shall take such form as the Committee shall determine, subject to the following terms and conditions.

     (a) Price. The price per share deliverable upon the exercise of each option (“exercise price”) shall not be less than 100% of the Closing Price of the shares on the date the option is granted. In the case of the grant of any Incentive Stock Option to a participant who, at the time of the grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, such price per share, if required by the Code at the time of grant, shall not be less than 110% of the Closing Price of the shares on the date the option is granted.

     (b) Cash Exercise. Options may be exercised in whole or in part upon payment of the exercise price of the shares to be acquired. Payment shall be made in cash or, in the discretion of the Committee, in shares previously acquired by the participant or a combination of cash and shares. The Closing Price of shares tendered on exercise of options shall be determined on the date of exercise.

     (c) Cashless Exercise. Options may be exercised in whole or in part upon delivery of an irrevocable written notice of exercise pursuant to any cashless exercise program that the Company offers from time to time.

     (d) Terms of Options. The term during which each option may be exercised shall be determined by the Committee, but in no event shall a Nonqualified Stock Option be exercisable more than ten years and one day from the date it is granted or an Incentive Stock Option, more than ten years from the date it is granted; and, in the case of the grant of an Incentive Stock Option to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, in no event shall such option be exercisable, if required by the Code at the time of grant, more than five years from the date of the grant. All rights to purchase shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirement as is designated by the Committee. The Committee may accelerate the time at which any option may be exercised in whole or in part. Unless otherwise provided herein, a grantee who is an employee of the Company or a subsidiary may exercise an option only if he or she is, and has continuously been since the date the option was granted, an employee of the Company or a subsidiary. Prior to the exercise of the option and delivery of the stock represented thereby, the grantee shall have no rights to any dividends or be entitled to any voting rights on any stock represented by outstanding options.

     (e) Limitations on Grants. If required by the Code at the time of grant of an Incentive Stock Option, the aggregate Closing Price (determined as of the grant date) of shares for which such option is exercisable for the first time during any calendar year may not exceed $100,000.

     (f) Automatic Cashless Exercise. Except with respect to Conversion Awards granted prior to February 22, 2007, the

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plan administrator will automatically order the cashless exercise of in-the-money Nonqualified Stock Options that have vested but not been exercised on the expiration date of the grant. Plan participants who are subject to the preclearance section of the Company’s Insider Trading Policy are excluded from this automatic exercise provision.

     (g) Conversion Awards. Notwithstanding anything contained herein to the contrary, each Conversion Award for an option granted under The E. W. Scripps Company 1997 Long-Term Incentive Plan, as amended, shall reflect the conversion formula and other equitable adjustments and terms and conditions provided for in the Employee Matters Agreement, all as determined by the Committee in its sole discretion.

7. Stock Appreciation Right Grants.

     (a) Tandem SARs. The Committee shall have the authority to grant SARs in tandem with an option (“tandem SAR”) under this Plan to any grantee, either at the time of grant of an option or thereafter by amendment to an option. The exercise of an option shall result in an immediate forfeiture of its corresponding tandem SAR, and the exercise of a tandem SAR shall cause an immediate forfeiture of its corresponding option. Tandem SARs shall be subject to such other terms and conditions as the Committee may specify. A tandem SAR shall expire at the same time as the related option expires and shall be transferable only when, and under the same conditions as, the related option is transferable.

     Tandem SARs shall be exercisable only when, to the extent and on the conditions that the related option is exercisable. No tandem SAR may be exercised unless the Closing Price of a share on the date of exercise exceeds the exercise price of the option to which the SAR corresponds.

     Upon the exercise of a tandem SAR, the grantee shall be entitled to a distribution in an amount equal to the difference between the Closing Price of a share on the date of exercise and the exercise price of the option to which the SAR corresponds. The Committee shall decide whether such distribution shall be in cash, in shares, or in a combination thereof.

     All tandem SARs will be exercised automatically on the last day prior to the expiration date of the related option, so long as the Closing Price of a share on that date exceeds the exercise price of the related option.

     (b) Independent SARs. SARs may be granted by the Committee independently of options (“Independent SARs”). An Independent SAR will entitle a participant to receive, with respect to each share as to which the SAR is exercised, the excess of the Closing Price of a share on the date of exercise over its Closing Price on the date the Independent SAR was granted.

     Any exercise of an Independent SAR must be in writing, signed by the participant and delivered or mailed to the Company, accompanied by any other documents required by the Committee.

     Each Independent SAR will be exercised automatically on the last day prior to the expiration date established by the Committee at the time of the award of such SAR.

     Payment of the amount to which a participant is entitled upon the exercise of an Independent SAR shall be made in cash or shares, or in a combination thereof, as the Committee shall determine. To the extent that payment is made in shares, the shares shall be valued at their Closing Price on the date of exercise of such SAR.

8. Performance Units for Employees.

Performance units may be granted on a contingent basis to participants at any time and from time to time as determined by the Committee. The Committee shall have complete discretion in determining the number of performance units so granted to a participant and the appropriate period over which performance is to be measured (“performance cycle”). Each

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performance unit shall have a dollar value determined by the Committee at the time of grant. The value of each unit may be fixed or it may be permitted to fluctuate based on a performance factor (e.g., return on equity) selected by the Committee. The Committee shall establish performance goals that, depending on the extent to which they are met, will determine the ultimate value of the performance unit or the number of performance units earned by participants, or both.

The Committee shall establish performance goals and objectives for each performance cycle on the basis of such criteria and objectives as the Committee may select from time to time. During any performance cycle, the Committee shall have the authority to adjust the performance goals and objectives for such cycle for such reasons as it deems equitable.

The Committee shall determine the number of performance units that have been earned by a participant on the basis of the Company’s performance over the performance cycle in relation to the performance goals for such cycle. Earned performance units may be paid out in restricted or nonrestricted shares, cash, or a combination of both, as the Committee shall determine at the time of grant or payment.

A participant must be an employee of the Company at the end of the performance cycle in order to be entitled to payment of a performance unit granted in respect of such cycle; provided, however, that, except as otherwise provided by the Committee, if a participant ceases to be an employee of the Company upon the occurrence of his or her death, Retirement, or Disability prior to the end of the performance cycle, the participant shall earn a proportionate number of performance units based upon the elapsed portion of the performance cycle and the Company’s performance over that portion of such cycle in accordance with terms and conditions established by the Committee upon grant of a performance unit.

9. Restricted and Nonrestricted Share Grants; Performance-Based Grants; Restricted Share Unit Grants.

The Committee may grant shares under the Plan to such participants and in such amounts as it determines. Each grant shall specify the applicable restrictions, if any, the duration of such restrictions, the time or times at which such restrictions shall lapse with respect to all or a specified number of shares or units that are part of the grant, and the terms and conditions under which a participant can earn a proportionate number of restricted shares or units in the event of his or her death, Retirement or Disability. The Committee may grant shares the vesting of which is based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for such performance period is substantially uncertain and (ii) no more than 90 days after the commencement of such performance period to which the performance goal relates. The performance goals, which must be objective, shall be based solely upon specified levels of or growth in one or more of the following criteria:

1.	Earnings per share;
2.	Segment profit;
3.	Gross margin;
4.	Operating or other expenses;
5.	Earnings before interest and taxes (“EBIT”);
6.	Earnings before interest, taxes, depreciation and amortization;
7.	Free cash flow;
8.	Net income;
9.	Return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity);
10.	Stock price appreciation; and
11.	Network-related viewer ratings or impressions.

The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of its divisions, units, partnerships, joint ventures or minority investments, product lines or products or any combination of the foregoing, and may be applied on an absolute basis or be relative to the Company’s annual budget, one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items or adjusted for unusual or unplanned items.

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Notwithstanding the foregoing, the Committee may reduce or shorten the duration of any restriction applicable to any participant under the Plan. The participant will be required to deposit shares with the Company during the period of any restriction thereon and to execute a blank stock power therefor.

The Committee may grant restricted shares that are convertible into restricted share units at the election of the participant to defer receipt of such shares. The Committee may permit participants holding restricted shares granted under the Plan heretofore or hereafter to convert such shares into restricted share units if the participant elects to defer receipt of such shares. The terms and conditions of any such grant or conversion shall be approved by the Committee. Each participant who so receives restricted share units shall be eligible to receive, at the expiration of the applicable deferral period, one share for each restricted share unit, and the Company shall issue to and register in the name of each such participant a certificate for that number of shares. Participants who receive restricted share units shall have no rights as shareholders with respect to such restricted share units until such time as share certificates are issued to the participants; provided, however, that quarterly during the applicable restricted period for all restricted share units so received, the Company shall pay to each such participant an amount equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares.

Notwithstanding anything contained herein to the contrary, each Conversion Award for a restricted share or restricted share unit granted under The E. W. Scripps Company 1997 Long-Term Incentive Plan, as amended, shall reflect the conversion formula and other equitable adjustments and terms and conditions provided for in the Employee Matters Agreement, all as determined by the Committee in its sole discretion.

10. Change in Control.

     (a) Change in Control of the Company. Upon a Change in Control of the Company, all grants made under the Plan shall become fully vested and, in the case of options, be exercisable until their respective expiration dates.

     (b) Change in Control of Subsidiary or Division Employing a Participant. Upon a Change in Control of a subsidiary or division by which a participant is employed, all of such participant’s grants shall become fully vested and, in the case of options, be exercisable until their respective expiration dates.

11. Termination of Employment.

     (a) Employees. If a participant ceases to be an employee of the Company or any subsidiary due to death, Disability or Retirement, each of the participant’s grants shall become fully vested and, in the case of an option, be exercisable until its expiration date. Notwithstanding the foregoing, in the event of such death, Disability or Retirement, any restricted share grant or restricted share unit grant contingent on the achievement of performance measures shall vest proportionately in accordance with the terms and conditions established by the Committee upon grant of such share or unit.

     If a participant ceases to be an employee of the Company or any subsidiary due to Cause, all of his or her grants, whether or not vested, shall be forfeited, other than restricted and nonrestricted share grants that vested prior to such participant’s ceasing to be such an employee due to Cause and options or other grants that were exercised prior to such cessation.

     If a participant ceases to be an employee of the Company or any subsidiary for any reason other than as set forth in the first two paragraphs of this Section 11(a), each of his or her grants that had vested on or before the date of termination shall remain vested and, in the case of an option, be exercisable for, and shall otherwise terminate at the end of, a period of 90 days after the date of termination of employment, but in no event after its expiration date; and each of a participant’s grants that had not vested on or before the date of such termination shall be forfeited.

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     Notwithstanding anything to the contrary herein, if a participant ceases to be an employee of the Company or any subsidiary for any reason other than Cause, the Committee at its sole discretion may accelerate the vesting of any grant, so that it will become fully vested as of the date of such participant’s termination of employment and in the case of an option may extend the exercise period to a date that is no more than ten years from the date of grant.

     (b) Directors. If a participant is a director and not an officer or employee of the Company or a subsidiary, each of his or her grants shall be nonforfeitable and shall vest and, if applicable, be exercisable until its expiration date, regardless of whether or not such director continues to be a director of the Company, unless such director has been removed for cause as a director in accordance with applicable law (in which event such director shall forfeit all outstanding grants, whether vested or not, at the date of his or her removal, other than restricted or nonrestricted share grants that vested prior to such removal and options or other grants that were exercised prior to such removal).

     (c) Conversion Awards. For purposes of applying this Section 11 to Conversion Awards held by EWS Employees (as defined in the Employee Matters Agreement), or any other vesting schedule or expiration date related those Conversion Awards, continued service with the EWS Group (as defined in the Employee Matters Agreement) from and after the Effective Date shall be deemed to constitute continued service with the Company or any subsidiary.

12. Withholding of Taxes.

The Company may require, as a condition to any grant under the Plan or to the delivery of certificates for shares issued hereunder, that the grantee pay to the Company, in cash, any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or any delivery of shares. The Committee may permit participants to pay such taxes through the withholding of shares otherwise deliverable to such participant in connection with such grant or the delivery to the Company of shares otherwise acquired by the participant. The Closing Price of shares withheld by the Company or tendered to the Company for the satisfaction of tax withholding obligations under this section shall be determined on the date such shares are withheld or tendered. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or to the delivery of shares under the Plan, or to retain or sell without notice a sufficient number of the shares to be issued to such grantee to cover any such taxes, provided that the Company shall not sell any such shares if such sale would be considered a sale by such grantee for purposes of Section 16 of the Exchange Act.

13. Written Agreement.

Each participant to whom a grant is made under the Plan shall enter into a written agreement with the Company that shall contain such provisions, consistent with the provisions of the Plan, as may be established by the Committee.

14. Listing and Registration.

If the Committee determines that the listing, registration, or qualification upon any securities exchange or under any law of shares subject to any option, SAR, performance unit, or share award is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of shares thereunder, no such option or SAR may be exercised in whole or in part, no such performance unit paid out, or no shares issued unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee.

15. Transfer of Employee.

Transfer of an employee from the Company to a subsidiary, from a subsidiary to the Company, and from one subsidiary to

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another shall not be considered a termination of employment. Nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered as continuing intact the employment relationship; in such a case, the employment relationship shall be continued until the date when an employee’s right to reemployment shall no longer be guaranteed either by law or by contract.

16. Adjustments.

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company that occurs after the Distribution Date, the Committee shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the Plan, in the number and kind of shares covered by grants made under the Plan, and in the exercise price of outstanding options. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation, all grants outstanding on the date of such event shall be assumed by the surviving or continuing corporation. In no event shall any adjustment be required under this Section 16 if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a participant to the additional tax imposed under Section 409A of the Code in respect of an outstanding award.

17. Termination and Modification of the Plan.

The Board of Directors, with such approval of the shareholders as may be required, may modify or terminate the Plan and from time to time may suspend, and if suspended, may reinstate any or all of the provisions of the Plan, except that no modification, suspension or termination of the Plan may, without the consent of the grantee affected, alter or impair any grant previously made under the Plan.

To the extent permitted by Section 409A of the Code, and with the consent of the grantee affected thereby, and with such approval of the shareholders as may be required, the Committee may amend or modify a grant in any manner to the extent that the Committee would have had the authority to make such grant as so modified or amended, including without limitation to change the date or dates as of which (i) an option becomes exercisable, (ii) a performance unit is to be determined or paid, or (iii) restrictions on shares are to be removed.

The Committee shall be authorized to make minor or administrative modifications to the Plan as well as modifications to the Plan that may be dictated by requirements of federal or state laws applicable to the Company or that may be authorized or made desirable by such laws.

18. Termination Date.

The Plan shall terminate at the close of business on the tenth anniversary of the Effective Date.

19. Cash Awards.

The Committee may authorize cash awards to any participant receiving shares under the Plan in order to assist such participant in meeting his or her tax obligations with respect to such shares.

20. Transferability.

No option, SAR, or performance unit, or any right thereunder may be transferred by a participant except by will or the laws of descent and distribution, or with respect to awards other than Incentive Stock Options, pursuant to a qualified domestic

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relations order (as defined in the Code or the Employee Retirement Income Security Act of 1974, as amended). Notwithstanding the preceding sentence, the Committee may determine that awards (other than Incentive Stock Options) may be transferable by a participant only to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the participant; provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Company and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Committee, (ii) permitted transferees shall not be entitled to transfer any award, other than by will or the laws of descent and distribution, and (iii) the terms of any award transferred in accordance with this sentence shall apply to the permitted transferee and any reference in the Plan, or in any applicable award agreement, to a participant shall be deemed to refer to the permitted transferee, except that the consequences of the termination of the participant’s employment by, or services to, the Company or a Subsidiary under the terms of the Plan and the applicable award agreement shall continue to be applied with respect to the participant, including, without limitation, that a Nonqualified Stock Option shall be exercisable by the permitted transferee only to the extent, and for the periods, specified in the Plan and the applicable award agreement.

21. Non-U.S. Participants.

In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of the Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose, and the Secretary of the Board or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of the Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

22. Compliance with Section 409A of the Code.

Awards granted under this Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the award agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a participant. Notwithstanding any other provision of the Plan or any award agreement (unless the award agreement provides otherwise with specific reference to this Section): (i) an award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a participant; and (ii) if an award is subject to Section 409A of the Code, and if the participant holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology established by the Company), no distribution or payment of any amount shall be made before a date that is six (6) months following the date of such participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the participant’s death. Although the Company intends to administer the Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any participant or any other person for any tax, interest, or penalties the participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under the Plan. Any reference in this Plan to Section 409A of the Code will also include the applicable proposed, temporary or final regulations, or any other guidance, issued with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

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EX-10.5

EXHIBIT 10.5

NONQUALIFIED STOCK OPTION AGREEMENT
(EMPLOYEES)

     This Agreement is made and entered into as of                      (the “Date of Grant”) between Scripps Networks Interactive, Inc. (“Company”) and                      (“Grantee”).

     In consideration of the mutual promises contained herein and for other good and valuable consideration, the parties agree as follows:

     1. The Company delivers to the Grantee a Nonqualified Stock Option to purchase                      Class A Common Shares (the “Shares”) of the Company (the “Option”). The Option is subject to the terms and conditions herein set forth and to the terms and conditions of the Company’s 2008 Long-Term Incentive Plan (the “Plan”).

     2. Unless and until terminated or forfeited as provided herein or in the Plan, the Option shall vest and become exercisable in equal installments on the anniversary of the Date of Grant in                      and shall remain exercisable until its expiration date. During such time, the Grantee may exercise all or part of the Option provided that each exercise is for at least 50 Shares (the “Minimum Exercise”).

     3. The exercise price of the Shares shall be                      per share, the Fair Market Value on the Date of Grant.

     4. The Option shall expire at midnight on                      (the “Expiration Date”), unless sooner terminated, forfeited or modified under a provision of this Agreement or the Plan.

     5. If, on the Expiration Date (or if the Expiration Date is not a business day, the next preceding day in which the New York Stock Exchange is open) (the “Automatic Exercise Date”), all or any portion of the Option is outstanding, vested and nonforfeitable, then the Option (or outstanding portion thereof) shall be automatically exercised on such date without any further action by the Grantee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Section 6) pursuant to the cashless exercise procedures set forth in Section 7(b). Only an Option which is “in-the-money” on the Automatic Exercise Date will be exercised pursuant to this Section 5. An Option will be considered “in-the-money” for purposes of this Section 5 if it has an exercise price that is less than the Fair Market Value of a Share on the Automatic Exercise Date. The Grantee agrees to the automatic exercise of the Option pursuant to this Section 5, and neither the approval of the Plan administrator, nor the consent of the Grantee shall be required at the time of the exercise of this Option pursuant to this Section 5. Notwithstanding the foregoing, this Section 5 shall not apply in the event that the Company determines, in its sole discretion, that as of the Automatic Exercise Date the Grantee is an officer or is otherwise subject to pre-clearance in accordance with the Company’s insider trading policy, as amended from time to time.

     6. The Option may not be exercised by anyone other than the Grantee or Grantee’s guardian or legal representative during Grantee’s lifetime. In the event of Grantee’s death, the Option may be exercised by the executor or administrator of the Grantee’s estate or, if no executor or administrator has been appointed, by the successor or successors in interest determined under the Grantee’s will or under the applicable laws of descent and distribution. Except as otherwise provided herein or in the Plan, the Option may not be transferred, assigned, encumbered or alienated in any way by the Grantee and any attempt to do so shall render the Option and any unexercised portion thereof, at the discretion of the Company, null, void and unenforceable.

     7(a). To the extent that the Option becomes vested and exercisable in accordance with Section 2, and subject to the Minimum Exercise, it may be exercised in whole or in part by delivering to the Company or the Company’s representative written notice of exercise specifying the number of Shares to be purchased. Such notice shall be accompanied by: 1) cash or a check in payment of the option exercise price, or; 2) delivery of previously acquired Shares that are not restricted, which will be valued at their Fair Market Value on the exercise date in payment of the option exercise price, or; 3) a combination of cash or check and such Shares in payment of the option exercise price.

     7(b). Subject to the Minimum Exercise, the Option may also be exercised in whole or in part by giving an irrevocable notice of exercise to the Company’s brokerage representative. The date on which such notice is received by the broker shall be the date of the exercise of the Option, provided that within five business days of the delivery of such notice the funds to pay for exercise of the Option are delivered to the Company by a broker acting on behalf of the Grantee either in connection with the sale of the shares underlying the Option or in connection with the making of a margin loan to the Grantee to enable payment of the exercise price of the Option.

     8. The Company shall, upon exercise of the Option pursuant to section 7(a) or 7(b), issue or cause to be issued to the Grantee (or Grantee’s executor or administrator or other person entitled thereto), a stock certificate for the number of Shares purchased thereby and/or to any broker acting on behalf of the Grantee a stock certificate for the number of shares sold by such broker for the Grantee. As an alternative to the Company issuing a stock certificate, the Company may choose to have shares registered through an uncertificated share registration system.

     9. The Company may require, as a condition of the exercise of the Option, that the Grantee sign such further documents as it reasonably determines to be necessary or appropriate to assure compliance with Company policy and/or with federal and applicable state securities laws.

     10. The Grantee shall have no rights as a shareholder with respect to any of the Shares until such Shares are issued to the Grantee. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company or its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment of the Grantee.

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     11. The terms and conditions contained in the Plan, as it may be amended from time to time hereafter, are incorporated into and made a part of this Agreement by reference, as if the same were set forth herein in full and all provisions of the Option are made subject to any and all terms of the Plan, as so amended. In the event there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto.

     12. Each capitalized term used, but not defined herein, shall have the meaning assigned to it in the Plan.

     13. This Agreement shall be governed by Ohio law.

     14. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

     15. Subject to the terms of the Plan, the Compensation Committee of the Board of Directors may modify this Agreement. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.

     16. If the Company is required to withhold any federal, state, local or other taxes in connection with the exercise of the Option, then it shall be a condition to the exercise of the Option that the Grantee pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. In the event that the Grantee exercises the Option pursuant to Section 7(a), then the Grantee shall satisfy such required withholding obligation by surrendering to the Company a portion of the Shares that are issued or delivered to the Grantee upon exercise of the Option, and the Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of such surrender.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on behalf of its duly authorized officer as of the Date of Grant.

SCRIPPS NETWORKS INTERACTIVE, INC.

/s/ Kenneth W. Lowe

By: Kenneth W. Lowe

Its: Chairman and Chief Executive Officer

ACCEPTED BY:                                                                             

NAME – THIS AWARD MUST BE ACCEPTED BY YOU NO LATER THAN                      OR THIS AGREEMENT MAY BE CANCELLED BY THE COMPANY.

You may accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) either have been received by you or are available for viewing on the Company’s intranet site at www.benefits.ml.com and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Corporate Compensation Manager at                      to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.

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EX-10.6

Exhibit 10.6

PERFORMANCE-BASED RESTRICTED SHARE AWARD AGREEMENT

     This Agreement is made and entered into on                      (the “Date of Grant”), between Scripps Networks Interactive, Inc. (“Company”) and                      (“Grantee”).

     The parties agree as follows:

     1. The Company hereby delivers to Grantee a performance-based award that represents the contingent right to receive Class A Common Shares of the Company (“Shares”), subject to the terms and conditions of this Agreement and of the Company’s 2008 Long-Term Incentive Plan (the “Plan”). All capitalized terms used and not defined herein shall have the meaning provided in the Plan.

     2. The target number of Shares Grantee may earn pursuant to this Agreement is                      (the “Target Shares”). Grantee’s right to receive payment of all or any portion of the Target Shares is contingent upon the extent to which the Company achieves its                      projection of                      (the “Performance Goal”) during the period beginning                      and ending                      (the “Performance Period”) in accordance with the performance schedule which is attached as an exhibit to this Agreement (the “Performance Matrix”).

          (a) If, upon the conclusion of the Performance Period, the Company achieves less than ___% of the Performance Goal, none of the Target Shares shall be earned.

          (b) If, upon the conclusion of the Performance Period, the Company achieves at least ___% of the Performance Goal but less than ___% of the Performance Goal, then a percentage of the Target Shares shall be earned as set forth on the Performance Matrix (the “Earned Shares”).

          (c) If, upon the conclusion of the Performance Period, the Company achieves ___% or more of the Performance Goal, then ___% of the Target Shares shall become Earned Shares.

     3. Grantee shall have no rights, as a shareholder or otherwise, with respect to the Target Shares until such shares are earned. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continued employment by the Company or its affiliates, nor limit or affect in any manner the right of the Company or its affiliates to terminate the employment or adjust the compensation of the Grantee.

     4. Except as otherwise provided herein, Grantee’s right to receive any Target Shares is contingent upon his or her remaining an employee of the Company or one of its subsidiaries through the end of the Performance Period. Prior to the delivery of any Earned Shares, the Compensation Committee of the Board of Directors shall certify in writing the extent, if any, that the Performance Goal has been satisfied and shall determine the number, if any, of the Earned Shares based on the Performance Matrix. The Grantee shall receive the Earned Shares, if any,

no later than two and one-half months following the end of the Performance Period. Unless and until forfeited as provided herein or in Section 11 of the Plan, the Earned Shares will vest in three installments,                     . Notwithstanding the preceding sentence, the Earned Shares shall become fully vested upon the death, Disability or Retirement of Grantee or in the event of a Change in Control. Neither the Target Shares nor the Earned Shares may be sold, assigned, or transferred prior to the vesting dates, except as otherwise provided herein or in the Plan. Earned Shares that do not vest in accordance with this Agreement will be forfeited. In the event of a forfeiture of the Earned Shares, the stock book entry account representing the Earned Shares covered by this Agreement shall be cancelled and all Earned Shares shall be returned to the Company.

     5. Grantee shall have all the rights of a shareholder with respect to the Earned Shares on and after the date they are received by the Grantee in accordance with Section 4, subject to the restriction on transfer and the risk of forfeiture set forth herein, including the right to vote the Earned Shares and receive any cash dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered restricted shares and shall be subject to the same restrictions as the Earned Shares covered by this Agreement.

     6. If Grantee ceases to be an employee of the Company or one of its subsidiaries due to death, Disability or Retirement prior to the end of the Performance Period, Grantee (or Grantee’s representative) shall receive, in accordance with Section 4, the number of Earned Shares that the Grantee would have received had he or she remained employed with the Company through the end of the Performance Period. The Earned Shares shall be fully vested and non-forfeitable.

     7. In the event that a Change in Control occurs during the Performance Period, then, notwithstanding anything contained herein to the contrary, Grantee shall be entitled to receive a number of Earned Shares equal to the Target Shares no later than ten days following the Change in Control; provided that Grantee either (i) was employed by the Company or a subsidiary immediately prior to the Change in Control, or (ii) ceased to be an employee of the Company and its Subsidiaries due to death, Disability or Retirement during the Performance Period but prior to the date of the Change in Control. Such Earned Shares shall be fully vested and non-forfeitable.

     8. Until the Earned Shares have become vested and nonforfeitable as provided in Section 4, the Earned Shares shall be issued in book-entry only form and shall not be represented by a certificate. The restrictions set forth in this Agreement shall be reflected on the stock transfer records maintained by or on behalf of the Company. By execution of this Agreement and effective until the Earned Shares have become vested and nonforfeitable as provided in Section 4, the Grantee hereby irrevocably constitutes and appoints the Corporate Compensation Manager or the Secretary of the Company, or any of them, attorneys-in-fact to transfer the Earned Shares on the stock transfer records of the Company with full power of substitution. A certificate for Earned Shares will be delivered to Grantee immediately following vesting. As an alternative to the Company issuing a stock certificate, Grantee may choose to have shares

registered through an uncertificated share registration system. The Grantee agrees to take any and all other actions (including without limitation executing, delivering, performing and filing such other agreements, instruments and documents) as the Company may deem necessary or appropriate to carry out and give effect to the provisions of this Agreement or to comply with the requirements of federal and state securities laws.

     9. If the Company is required to withhold any federal, state, local or other taxes in connection with the Grantee making an election under Section 83(b) of the Code with respect to the Target Shares or Earned Shares, then the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. If the Company is required to withhold any federal, state, local or other taxes in connection with the vesting of the Earned Shares, then the Grantee shall satisfy such required withholding obligation by surrendering to the Company a portion of the Earned Shares that become vested hereunder, and the Earned Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value of such Earned Shares on the date of such surrender. The Grantee shall promptly notify the Company of any election made by the Grantee pursuant to Section 83(b) of the Code.

     10. The terms and conditions contained in the Plan, as it may be amended from time to time in the future, are incorporated by reference into and made a part of this Agreement. All provisions of this Agreement are made subject to the terms of the Plan, as amended. In the event there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto.

     11. This Agreement is governed by Ohio law.

     12. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

     13. Subject to the terms of the Plan, the Board of Directors may modify this Agreement. Any amendment to the Plan shall be deemed to be an amendment to this Agreement

to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of Grantee under this Agreement without the Grantee’s consent.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on behalf of its duly authorized officer as of the Date of Grant.

SCRIPPS NETWORKS INTERACTIVE, INC.		GRANTEE
/s/ Kenneth W. Lowe
By:	Kenneth W. Lowe	Accepted By:
	Its: Chairman and Chief Executive Officer

THIS AWARD MUST BE ACCEPTED BY YOU NO LATER THAN                      OR THIS AGREEMENT MAY BE CANCELLED BY THE COMPANY.

You may accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) either have been received by you or are available for viewing on the Company’s intranet site at www.benefits.ml.com and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Corporate Compensation Manager at                      to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.

PERFORMANCE MATRIX

EX-10.7

Exhibit 10.7

RESTRICTED SHARE AWARD AGREEMENT

     This Agreement is made and entered into on                      (the “Date of Grant”), between Scripps Networks Interactive, Inc. (“Company”) and                      (“Grantee”).

     The parties agree as follows:

     1. The Company hereby delivers to Grantee an award of                      Class A Common Shares of the Company (the “Restricted Shares”), subject to the terms and conditions of this Agreement and of the Company’s 2008 Long-Term Incentive Plan (the “Plan”). All capitalized terms used and not defined herein shall have the meaning provided in the Plan.

     2. Unless and until forfeited as provided herein or in Section 11 of the Plan, the Restricted Shares will vest in three equal installments on the anniversary of the Date of Grant in                                         .

     3. The Restricted Shares may not be sold, assigned, or transferred prior to the vesting dates, except as otherwise provided herein or in the Plan.

     4. Grantee shall have all the rights of a shareholder with respect to the Restricted Shares granted under this Agreement in accordance with and subject to the restriction on transfer set forth in Section 3 and the risk of forfeiture set forth in Section 6, including the right to vote the Restricted Shares and receive any cash dividends that may be paid thereon; provided, however, that any additional shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by this Agreement. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company or its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment of the Grantee.

     5. The Restricted Shares shall become fully vested if (i) Grantee’s employment with the Company or a Subsidiary terminates due to death, Disability or Retirement, or (ii) in the event of a Change in Control in the Company while Grantee is an employee of the Company or a subsidiary of the Company.

     6. Restricted Shares that do not vest in accordance with this Agreement will be forfeited. In the event of a forfeiture of the Restricted Shares, the stock book entry account representing the Restricted Shares covered by this Agreement shall be cancelled and all Restricted Shares shall be returned to the Company.

     7. Until the Restricted Shares vest and become nonforfeitable, the Restricted Shares shall be issued in book-entry form only and shall not be represented by a certificate. The

restrictions set forth in this Agreement shall be reflected on the Company’s stock transfer records. By execution of this Agreement and effective until the Restricted Shares have vested and become nonforfeitable, the Grantee hereby irrevocably constitutes and appoints the Secretary of the Company or the General Counsel of the Company, or either of them, attorneys-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution. A certificate for the Restricted Shares may be delivered to Grantee following vesting, or as an alternative, the Company may choose to have shares registered through an uncertificated share registration system. The Grantee agrees to take any and all other actions (including without limitation executing, delivering, performing and filing such other agreements, instruments and documents) as the Company may deem necessary or appropriate to carry out and give effect to the provisions of this Agreement or to comply with the requirements of Company policy and/or federal and state securities laws.

     8. If the Company is required to withhold any federal, state, local or other taxes in connection with the Grantee making an election under Section 83(b) of the Code with respect to the Restricted Shares, then the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. If the Company is required to withhold any federal, state, local or other taxes in connection with the vesting of the Restricted Shares, then the Grantee shall satisfy such required withholding obligation by surrendering to the Company a portion of the Restricted Shares that become vested hereunder, and the Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value of such Restricted Shares on the date of such surrender. The Grantee must promptly notify the Company of any election made by the Grantee pursuant to Section 83(b) of the Code.

     9. The terms and conditions contained in the Plan, as it may be amended from time to time in the future, are incorporated by reference into and made a part of this Agreement. All provisions of this Agreement are made subject to the terms of the Plan. In the event there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto.

     10. This Agreement is governed by Ohio law.

     11. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Corporate Compensation Manager, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or

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her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

     12. Subject to the terms of the Plan, the Compensation Committee of the Board of Directors may modify this Agreement. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of Grantee under this Agreement without the Grantee’s consent.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on behalf of its duly authorized officer as of the Date of Grant.

SCRIPPS NETWORKS INTERACTIVE, INC.
 

By: Kenneth W. Lowe 

       Its: Chairman and Chief Executive Officer 

BY:  

NAME — THIS AWARD MUST BE ACCEPTED BY YOU NO LATER THAN                      OR THIS AGREEMENT MAY BE CANCELLED BY THE COMPANY.

You may accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) either have been received by you or are available for viewing on the Company’s intranet site at www.benefits.ml.com and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Corporate Compensation Manager at                      to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.

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EX-10.8

EXHIBIT 10.8

NONQUALIFIED STOCK OPTION AGREEMENT
(DIRECTORS)

     This Agreement is made and entered into as of                      (“Date of Grant”) between Scripps Networks Interactive, Inc. (“Company”) and                                          (“Grantee”).

     In consideration of the mutual promises contained herein and for other good and valuable consideration, the parties agree as follows:

     1. The Company delivers to the Grantee a Nonqualified Stock Option to purchase                      Class A Common Shares (the “Shares”) of the Company (the “Option”). The Option is subject to the terms and conditions herein set forth and to the terms and conditions of the Company’s 2008 Long-Term Incentive Plan (the “Plan”).

     2. Unless and until terminated or forfeited as provided herein or in the Plan, the Option shall become exercisable from                      until its expiration date on                                         , during which period the Grantee may exercise all or part of the Option provided that each exercise is for at least 50 Shares (the “Minimum Exercise”).

     3. The exercise price of the Shares shall be $                     per share, the Fair Market Value on the Date of Grant.

     4. The Option shall expire at midnight on                     , unless sooner terminated, forfeited or modified under a provision of this Agreement or the Plan.

     5. The Option may not be exercised by anyone other than the Grantee or Grantee’s guardian or legal representative during Grantee’s lifetime. In the event of Grantee’s death, the Option may be exercised by the executor or administrator of the Grantee’s estate or, if no executor or administrator has been appointed, by the successor or successors in interest determined under the Grantee’s will or under the applicable laws of descent and distribution. Except as otherwise provided herein or in the Plan, the Option may not be transferred, assigned, encumbered or alienated in any way by the Grantee and any attempt to do so shall render the Option and any unexercised portion thereof, at the discretion of the Company, null, void and unenforceable.

     6(a). To the extent that the Option becomes exercisable in accordance with Section 2, and subject to the Minimum Exercise, it may be exercised in whole or in part by delivering to the Company or the Company’s representative written notice of exercise specifying the number of Shares to be purchased. Such notice shall be accompanied by: 1) cash or a check in payment of the option exercise price, or; 2) delivery of previously acquired Shares that are not restricted, which will be valued at their Fair Market Value on the exercise date in payment of the option exercise price, or; 3) a combination of cash or check and such Shares in payment of the option exercise price.

     6(b). Subject to the Minimum Exercise, the Option may also be exercised in whole or in part by giving an irrevocable notice of exercise to the Company’s brokerage representative. The date on which such notice is received by the broker shall be the date of the exercise of the Option, provided that within five business days of the delivery of such notice the funds to pay for exercise of the Option are delivered to the Company by a broker acting on behalf of the Grantee either in connection with the sale of the shares underlying the Option or in connection with the making of a margin loan to the Grantee to enable payment of the exercise price of the Option.

     7. The Company shall, upon exercise of the Option pursuant to section 6(a) or 6(b), issue or cause to be issued to the Grantee (or Grantee’s executor or administrator or other person entitled thereto), a stock certificate for the number of Shares purchased thereby and/or to any broker acting on behalf of the Grantee a stock certificate for the number of shares sold by such broker for the Grantee. As an alternative to the Company issuing a stock certificate, the Company may choose to have shares registered through an uncertificated share registration system.

     8. The Company may require, as a condition of the exercise of the Option, that the Grantee sign such further documents as it reasonably determines to be necessary or appropriate to assure compliance with Company policy and/or with federal and applicable state securities laws.

     9. The Grantee shall have no rights as a shareholder with respect to any of the Shares until such Shares are issued to the Grantee. Nothing contained in this Agreement shall confer upon the Grantee any right to be nominated for reelection by the Company’s shareholders, or any right to remain a member of the Board of Directors of the Company for any period of time, or at any particular rate of compensation.

     10. The terms and conditions contained in the Plan, as it may be amended from time to time hereafter are incorporated into and made a part of this Agreement by reference, as if the same were set forth herein in full and all provisions of the Option are made subject to any and all terms of the Plan, as so amended. In the event there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto.

     11. Each capitalized term used, but not defined herein, shall have the meaning assigned to it in the Plan.

     12. This Agreement shall be governed by Ohio law.

     13. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by

2

the Grantee by giving written notice to the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

     14. Subject to the terms of the Plan, the Compensation Committee of the Board may modify this Agreement. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on behalf of its duly authorized officer as of the Date of Grant.

SCRIPPS NETWORKS INTERACTIVE, INC.

/s/ Kenneth W. Lowe By: Kenneth W. Lowe

Its: Chairman and Chief Executive Officer

Accepted by Grantee

Name

NAME – THIS AWARD MUST BE ACCEPTED BY YOU NO LATER THAN                      OR THIS AGREEMENT MAY BE CANCELLED BY THE COMPANY.

You may accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) either have been received by you or are available for viewing on the Company’s intranet site at www.benefits.ml.com and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Corporate Compensation Manager at                      to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar

3

with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.

4

EX-10.9

Exhibit 10.9

Scripps Networks Interactive, Inc.
Executive Annual Incentive Plan

1. Purpose of the Plan; Effective Date

The purpose of the Executive Annual Incentive Plan (the “Plan”) is to promote the interests of Scripps Networks Interactive, Inc. (the “Company”) and its shareholders by providing incentive compensation for certain designated key executives and employees of the Company and its subsidiaries.

This Plan is adopted effective immediately prior to the Distribution Date as defined in the Employee Matters Agreement by and between The E. W. Scripps Company and the Company (the “Effective Date”) by the Board of Directors of the Company.

2. Definitions

As used in this Plan, the following capitalized terms have the respective meanings set forth in this section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b)	Affiliate: Means any Person controlling or under common control with the Company or any Person of which the Company directly or indirectly has Beneficial Ownership of securities having a majority of the voting power.
(c)	Award: A periodic cash incentive award granted pursuant to the Plan.
(d)	Beneficial Owner: As such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).
(e)	Board: The Board of Directors of the Company.
(f)	Change in Control shall occur with respect to all participants in the Plan when after the Distribution Date:

(i) any Person becomes a “Beneficial Owner” of a majority of the outstanding Common Voting Shares, $.01 par value, of the Company (or shares of capital stock of the Company with comparable or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the “Trust”) and the trustees thereof, and any person that is or becomes a party to the Scripps Family Agreement, dated October 15, 1992, as amended currently and as it may be amended from time to time in the future (the “Family Agreement”);

(ii) the majority of the Board of Directors of the Company (the “Board”) consists of individuals other than Incumbent Directors; or

(iii) assets of the Company accounting for 90% or more of the Company’s revenues (hereinafter referred to as “substantially all of the Company’s assets”) are disposed of pursuant to a merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a controlling interest (defined as owning a majority of the voting power) in the entity surviving such merger or consolidation or acquiring such assets upon such sale or in connection with such plan of liquidation and dissolution);

(g) Change in Control shall occur with respect to a particular participant in the Plan employed by a particular subsidiary or division of a subsidiary when after the Distribution Date:

(i) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of securities of the particular subsidiary of the Company employing the participant having at least fifty percent (50%) of the voting power of such subsidiary’s then outstanding securities; or

(ii) the particular subsidiary sells to any Person other than the Company or an Affiliate all or substantially all of the assets of the particular division thereof to which the participant is assigned.

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(h) Code: The internal Revenue Code of 1986, as amended, or any successor thereto.

(i)	Committee: The Incentive Plan Committee of the Board, or any successor thereto, or any other committee designated by the Board to assume the obligations of the Committee hereunder.
(j)	Company: Scripps Networks Interactive, Inc., an Ohio corporation.
(k)	Covered Employee: An employee who is, or who is anticipated to become, a covered employee, as such term is defined in Section 162(m) of the Code (or any successor section thereto).
(l)	Distribution Date: Has the meaning given that term in Section 1.
(m)	Effective Date: Has the meaning given that term in Section 1.
(n)	Incumbent Director: Means a member of the Board on the Distribution Date, provided that any person becoming a director subsequent to the Distribution Date, whose election or nomination for election was supported by a majority of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director.
(o)	Participant: A Covered Employee of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Plan pursuant to Section 4 of the Plan.
(p)	Performance Period: The calendar year or any other period that the Committee, in its sole discretion, may determine.
(q)	Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act or any successor sections thereto.
(r)	Plan: The Scripps Networks Interactive, Inc. Executive Annual Incentive Plan.
(s)	Separation from Service: A “separation from service” as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any Affiliate to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.
(t)	Shares: Class A common shares of the Company.

3. Administration

The Plan shall be administered by the Committee or such other persons designated by the Board. The Committee shall have the authority to select the Covered Employees to be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in Section 5 below), to modify the terms of any Award that has been granted (except for any modification that would increase the amount of the Award), to determine the time when Awards will be made and the Performance Period to which they relate, to establish performance objectives in respect of such Performance Periods and to certify that such performance objectives were attained; provided, however, that any such action shall be consistent with the applicable provisions of Section 162(m) of the Code. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan; provided, however, that any action permitted to be taken by the Committee may be taken by the Board, in its discretion. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the Committee under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. The Committee shall have the right to deduct from any payment made under the Plan any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment. To the extent consistent with the applicable provisions of Sections 162(m) of

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the Code, the Committee may delegate to one or more employees of the Company or any of its Subsidiaries the authority to take actions on its behalf pursuant to the Plan.

4. Eligibility and Participation

The Committee shall designate those persons who shall be Participants for each Performance Period. Participants shall be selected from among the Covered Employees of the Company and any of its Subsidiaries who are in a position to have a material impact on the results of the operations of the Company or of one or more of its Subsidiaries.

5. Awards

(a) Performance Goals. A Participant’s Award shall be determined based on the attainment of written performance goals approved by the Committee for a Performance Period established by the Committee (i) while the outcome for the Performance Period is substantially uncertain and (ii) no more than 90 days after the commencement of the Performance Period to which the performance goal relates. The Committee reserves the right to adjust any performance goals for unusual or unplanned items, favorable or unfavorable. The performance goals, which must be objective, shall be based solely upon specified levels of or growth in one or more or the following criteria:

1.	Earnings per share;
2.	Segment profit;
3.	Gross margin;
4.	Operating or other expenses;
5.	Earnings before interest and taxes (“EBIT”);
6.	Earnings before interest, taxes, depreciation and amortization;
7.	Free cash flow;
8.	Net income;
9.	Return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity);
10.	Stock price appreciation; and
11.	Network-related viewer ratings or impressions.
	The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of its divisions, units, partnerships, joint ventures or minority investments, product lines or products or any combination of the foregoing, and may be applied on an absolute basis or be relative to the Company’s annual budget, one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The maximum amount of an Award to any Participant with respect to a fiscal year of the Company shall be $4,000,000.

(b) Payment. The Committee shall determine whether, with respect to a Performance Period, the applicable performance goals have been met with respect to a given Participant and, if they have, to so certify, and ascertain the amount of the applicable Award. No Awards will be paid for such Performance Period until such certification is made by the Committee. The amount of the Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula (including zero), at the discretion of the Committee. The amount of the Award determined by the Committee for a Performance Period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such Performance Period, but in no event later than March 15 of the calendar year immediately following the end of the Performance Period.

(c) Compliance with Section 162(m) of the Code. The provisions of this Section 5 shall be administered and interpreted in accordance with Section 162(m) of the Code to ensure the deductibility by the Company or its Subsidiaries of the payment of Awards; provided, however, that the Committee may, in its sole discretion, administer the Plan in violation of Section 162(m) of the Code.

(d) Termination of Employment. If a Participant dies, retires, is assigned to a different position, is granted a leave of absence, or if the Participant’s employment is otherwise terminated (except with cause by the Company, as determined by the Committee in its sole discretion) during a Performance Period (other than a Performance Period in which a Change in Control occurs), a pro rata share of the Participant’s award based on the period of actual

Page 3 of 5

participation shall be paid to the Participant after the end of the Performance Period, but in no event later than March 15 of the calendar year immediately following the end of the Performance Period, if it would have become earned and payable had the Participant’s employment status not changed; provided, however, that the amount of the Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula (including zero), at the discretion of the Committee.

6. Amendments or Termination

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair any of the rights or obligations under any Award theretofore granted to a Participant under the Plan without such Participant’s consent, unless the Board or the Committee, as the case may be, determines in good faith that such action is necessary to comply with Section 409A of the Code; provided, however, that the Board or the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Section 162(m) of the Code or other applicable laws. Notwithstanding anything to the contrary herein, the Board may not amend, alter or discontinue the provisions relating to Section 10(b) of the Plan after the occurrence of a Change in Control.

7. No Right to Employment

Neither the Plan nor any action taken hereunder shall be construed as giving any Participant or other person any right to continue to be employed by or perform services for the Company or any Subsidiary, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Company and its Subsidiaries.

8. Nontransferability of Awards

An award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution.

9. Reduction of Awards

Notwithstanding anything to the contrary herein, the Committee, in its sole discretion (but subject to applicable law), may reduce any amounts payable to any Participant hereunder in order to satisfy any liabilities owed to the Company or any of its Subsidiaries by the Participant.

10. Adjustments Upon Certain Events

(a) Generally. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to stockholders of Shares other than regular cash dividends, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to any affected terms of outstanding Awards.

(b) Change in Control. In the event that (i) a Participant incurs a Separation from Service during a given Performance Period (the “Affected Performance Period”) and (ii) a Change in Control shall have occurred within the 365 days immediately preceding the date of such Separation from Service, then such Participant shall receive an Award for the Affected Performance Period as if the performance goals for such Performance Period had been achieved at 100%. The Award shall be paid to the Participant within 30 days following the date of his or her Separation from Service; provided, however, that if the Participant is a “specified employee,” as determined under the Company’s policy for determining specified employees, on the date of his or her Separation from Service, then to the extent required in order to comply with Section 409A of the Code, the Award shall instead be paid (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of Separation from Service) within 10 days after the first business day following the six month anniversary of such Separation from Service (or, if the Participant dies during such six-month period, within 10 days after the Participant’s death).

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11. Compliance with Section 409A

It is intended that the payments of Awards provided under this Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent.

12. Miscellaneous Provisions

The Company is the sponsor and legal obligor under the Plan and shall make all payments hereunder. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of any amounts under the Plan, and the Participants’ rights to the payment hereunder shall be no greater than the rights of the Company’s (or Subsidiary’s) unsecured creditors. All expenses involved in administering the Plan shall be borne by the Company.

13. Choice of Law

The Plan shall be governed by and construed in accordance with Ohio law.

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EX-10.10

Exhibit 10.10

Scripps Networks Interactive, Inc.
Executive Deferred Compensation Plan

TABLE OF CONTENTS

		Page
ARTICLE 1.	IMPACT OF SEPARATION TRANSACTION		2
ARTICLE 2.	DEFINITIONS		3
ARTICLE 3.	ELIGIBILITY AND PARTICIPATION		8
ARTICLE 4.	PARTICIPANT DEFERRAL CONTRIBUTIONS		9
ARTICLE 5.	COMPANY MATCHING CONTRIBUTIONS		11
ARTICLE 6.	VESTING		11
ARTICLE 7.	ACCOUNTS		11
ARTICLE 8.	INVESTMENT FUNDS		12
ARTICLE 9.	PAYMENT ELECTIONS		12
ARTICLE 10.	PAYMENT OF BENEFITS		14
ARTICLE 11.	BENEFICIARIES; PARTICIPANT DATA		18
ARTICLE 12.	ADMINISTRATION		19
ARTICLE 13.	AMENDMENT OR TERMINATION OF PLAN		22
ARTICLE 14.	MISCELLANEOUS PROVISIONS		23

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

ARTICLE 1. IMPACT OF SEPARATION TRANSACTION

1.1

IN GENERAL. The Company adopted this Plan effective as of the Effective Date, pursuant to the Employee Matters Agreement. The Plan is maintained to provide for the payment of certain amounts deferred under the Scripps Plan and to provide certain eligible employees with the opportunity to defer portions of their base salary and incentive compensation.

1.2

SNI PARTICIPANTS. The Company has assumed the deferred compensation obligations under the Scripps Plan with respect to SNI Participants (“Assumed Amounts”) pursuant to the terms of the Employee Matters Agreement. For purposes of this Plan, the term Assumed Amounts shall include any amounts of “Base Compensation” and “Incentive Compensation” (as defined under the Scripps Plan and earned but not yet paid as of the Effective Date) that were properly deferred by a Participant under the Scripps Plan but that had not yet been credited to his or her account under the Scripps Plan as of the Effective Date. The following rules shall apply to the Assumed Amounts, notwithstanding any provision of the Plan to the contrary:

(a)

Any SNI Participant with respect to whom Assumed Amounts are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts as of the Effective Date.

(b)

The Assumed Amounts credited to Accounts hereunder (whether under Part One or Part Two of the Plan, as set forth in Section 1.4) shall remain subject to the same elections (including investment elections, Deferral Elections and Payment Elections) and Beneficiary designations that were controlling under the Scripps Plan immediately prior to the Effective Date for the remainder of the period or periods for which such elections or designations are by their original terms applicable. The immediately preceding sentence shall apply to investment elections and Beneficiary Designations only to the extent that such elections or designations are available under this Plan.

1.3 EWS PARTICIPANTS. The Company shall not assume the deferred compensation obligations under the Scripps Plan with respect to any EWS Participants that become employed by the Affiliated Group after the Effective Date. If, however, an EWS Participant in the Scripps Plan ceases employment with Scripps and its subsidiaries and immediately thereafter becomes an employee of the Affiliated Group at any time after the Effective Date, but at a time when the Company and Scripps are in the same Controlled Group, then to the extent required to comply with Section 409A of the Code:

(a) The individual’s Deferral Elections and Payment Elections that were controlling under the Scripps Plan immediately prior to that date shall continue to apply to Base Compensation and Incentive Compensation paid by the Affiliated Group for the remainder of the period or periods for which such elections or designations are by their original terms applicable.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

(b) The Committee is authorized to establish one or more sub-plans or sub-accounts for the EWS Participant the terms of which may vary from those set forth in or required or authorized by this Plan in order to implement the purposes of this Section 1.3.

1.4 SECTION 409A OF THE CODE. In order to comply with Section 409A of the Code, the Plan shall consist of two parts, one of which shall be named “Part One” and the other of which shall be named “Part Two”. Except as otherwise provided under this Article 1, Part One of the Plan shall be governed by the terms and conditions of the Scripps Plan as in effect on October 3, 2004, which is reproduced on Appendix A (but with all references to Scripps or the Company changed to Scripps Networks Interactive, Inc. where appropriate). Part Two of the Plan shall be governed by the terms and conditions set forth herein.

(a)

Part One. Any Assumed Amounts that constitute an “amount deferred” in taxable years beginning before January 1, 2005 (within the meaning of Section 409A of the Code) and any earnings thereon shall be credited to the appropriate Subaccounts under Part One of this Plan, as selected by the Committee in its sole discretion, and it is intended that such amounts and the earnings thereon shall be exempt from the application of Section 409A of the Code. As a result of such crediting, all of the Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if any, shall automatically be extinguished and become rights under Part One of this Plan without further action. Nothing contained herein is intended to materially enhance a benefit or right existing under Part One of the Plan as of October 3, 2004, or add a new material benefit or right to the amounts credited under Part One of the Plan. Part One of the Plan is frozen, and neither the Company, its affiliates nor any individual shall make or permit to be made any additional contributions or deferrals under Part One of the Plan (other than earnings) on or after that date.

(b)

Part Two. Any Assumed Amounts or any Deferrals under this Plan that constitute an “amount deferred” by Participants in taxable years beginning on or after January 1, 2005 (within the meaning of Section 409A of the Code), and any earnings thereon, shall be credited to the appropriate Subaccounts under Part Two of this Plan, as selected by the Committee in its sole discretion. As a result of such crediting, all of the Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if any, shall automatically be extinguished and become rights under Part Two of this Plan without further action.

1.5 DEFINITIONS. Capitalized terms that are not defined in Article 2 shall have the meaning set forth in the Employee Matters Agreement.

ARTICLE 2. DEFINITIONS

2.1 “Account” means the balance credited to a Participant’s or Beneficiary’s Plan bookkeeping account, including contribution credits and deemed income, gains, and

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

losses credited thereto. A Participant’s or Beneficiary’s Account shall consist of a Deferral Contributions Subaccount, and/or a Company Matching Contributions Subaccount. Accounts are further described in Article 7.

2.2	“Affiliated Group” means the Company and each Subsidiary.
2.3	“Assumed Amounts” has the meaning given to such term in Section 1.2 hereof.
2.4	“Base Compensation” means the annual base rate of cash compensation payable by the Affiliated Group to a Participant during a calendar year, excluding Incentive Compensation, bonuses, commissions, severance payments, Company Matching Contributions, qualified plan contributions or benefits, expense reimbursements, fringe benefits and all other payments, and prior to reduction for any deferrals under this Plan or any other plan of the Affiliated Group under Sections 125 or 401(k) of the Code.
2.5	“Base Deferrals” means deferrals from Base Compensation, as described in Section 4.1(a).
2.6	“Basic Plan” means The E. W. Scripps Retirement & Investment Plan for the periods through December 31, 2008 and the Scripps Networks Interactive, Inc. Retirement & Investment Plan for the periods commencing on and after January 1, 2009.
2.7	“Beneficiary” means any person or persons so designated in accordance with the provisions of Section 11.1.
2.8	“Board” means the Board of Directors of Scripps Networks Interactive, Inc. or any successor.
2.9	“Change in Control” has the meaning given to such term in the Scripps Networks Interactive, Inc. Executive Change in Control Plan, as in effect on the Effective Date, provided that the transaction or event also constitutes a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
2.10	“Code” means the Internal Revenue Code of 1986, as amended.
2.11	“Committee” means the committee selected by the Board or its designee, whose membership is appointed or removed by the Board or its designee, that is responsible for administering this Plan. The Committee is further described in Article 12. Unless and until otherwise provided by the Board, the Committee shall be the Senior Vice President, Human Resources of the Company, or her designee.
2.12	“Company” means Scripps Networks Interactive, Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Scripps Networks Interactive, Inc. with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

2.13	“Company Matching Contributions” means the contributions deemed made by the Company pursuant to Article 5.
2.14	“Company Matching Contributions Subaccount” means the portion of an Account credited with Company Matching Contributions for a given Participant, adjusted for gains and losses and payments.
2.15	“Controlled Group” means (i) the Company, and (ii) all entities with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Section 409A of the Code.
2.16	“Deferral Contributions” means the combined Base Deferrals and Incentive Deferrals made pursuant to Article 4.
2.17	“Deferral Contributions Subaccount” means the portion of an Account credited with Deferral Contributions for a given Participant, adjusted for gains and losses and payments.
2.18	“Deferral Election” shall mean the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee in accordance with Article 4 that indicates the Base Deferrals, Incentive Deferrals or both that will be deferred under the Plan for a calendar year or Performance Period.
2.19	“Effective Date” means the Distribution Date as defined in the Employee Matters Agreement.
2.20	“Election Agreement” means the agreement on a form that the Committee may designate from time to time, on which a Participant makes certain elections and other designations as set forth in Section 3.1(b).
2.21	“Eligible Employee” means, for any calendar year (or applicable portion thereof), a person employed by the Affiliated Group who meets the following requirements: (i) is eligible to participate in the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (excluding awards issued through the President’s Club or any similar program); and (ii) either has Base Compensation in excess of the Code Section 401(a)(17) limit with respect to the prior calendar year or has previously elected to defer Base Compensation or Incentive Compensation under the Plan for a prior calendar year.

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The term Eligible Employee also includes any other management or highly compensated employee of the Company designated by the Committee.

2.22	“Employee Matters Agreement” means the Employee Matters Agreement by and between Scripps and the Company.
2.23	“Entry Date” with respect to an Eligible Employee means the first day of each calendar year.
2.24	“ERISA” means the Employee Retirement Security Act of 1974, as amended.
2.25	“Incentive Compensation” means incentive compensation earned during a Performance Period under the Company’s Executive Bonus Plan, or its successor, or such other plan that the Committee may designate from time to time.
2.26	“Incentive Deferrals” means deferrals from Incentive Compensation, as described in Section 4.1(b).
2.27	“Investment Fund(s)” means any fund(s) to which the Committee allows Eligible Employees to nominally allocate their Accounts. Investment Funds are further described in Article 8.
2.28	“Participant” means any person so designated in accordance with the provisions of Article 3, including, where appropriate according to the context of the Plan, any former Eligible Employee who is or may become (or whose Beneficiary may become) eligible to receive a benefit under the Plan.
2.29	“Payment Election” means the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee in accordance with Article 9 hereof, that indicates the payment commencement date for Incentive Deferrals and the form of payment for Base Deferrals (including Company Matching Contributions) and Incentive Deferrals.
2.30	“Performance-Based Compensation” means that portion of a Participant’s Incentive Compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period of at least twelve (12) consecutive months, and which satisfies the requirements for “performance-based compensation” under Section 409A of the Code, including the requirement that the performance criteria be established in writing by not later than (i) ninety (90) days after the commencement of the period of service to which the criteria relates and (ii) the date the outcome ceases to be substantially uncertain. Where a portion of an amount of Incentive Compensation would qualify as Performance-Based Compensation if the portion were the sole amount available under a designated incentive plan, that portion of the award will not fail to qualify as Performance-Based Compensation if that portion is designated separately by the Committee on the Deferral Election or is otherwise separately identifiable under the

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terms of the designated incentive plan, and the amount of each portion is determined independently of the other.

2.31	“Performance Period” means, with respect to any Incentive Compensation, the period of time during which such Incentive Compensation is earned.
2.32	“Plan” means the Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan as set forth herein and as from time to time in effect. To the extent required to comply with Section 409A of the Code, the term Plan shall include any plan that is required to be aggregated with the Plan under Section 409A of the Code.
2.33	“Scripps” means The E. W. Scripps Company.
2.34	“Scripps Plan” means the Scripps Executive Deferred Compensation and Savings Restoration Plan.
2.35	“Separation from Service” means a termination of employment with the Controlled Group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Controlled Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.
2.36	“Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.
2.37	“Unforeseeable Emergency” means an “unforeseeable emergency” as defined under Section 409A of the Code.
2.38	“Valuation Date” means such date or dates as the Committee, in its sole discretion, designates as a Valuation Date, provided that such dates shall occur no less frequently than quarterly as of the last business day of each calendar quarter.
2.39	In addition to the foregoing, certain other terms of more limited usage may be defined in other Articles of the Plan. All terms defined in the Plan are designated with initial capital letters.
2.40	Whenever appropriate, words used herein in the singular may be read as the plural and the plural may be read as the singular. Unless otherwise clear from the context, words used herein in the masculine shall also be deemed to include the feminine.

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2.41 Except to the extent otherwise indicated herein, and except to the extent otherwise inappropriate in the context, the definition of Employer Contribution contained in the Basic Plan is applicable under the Plan.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.1 REQUIREMENTS.

(a)	Every Eligible Employee shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he/she is not an Eligible Employee on the date his/her participation is to begin.
(b)	Except as otherwise provided in Article 1, in order to participate as of a specified Entry Date, an Eligible Employee must make written application by filing with the Committee, within such time period as the Committee shall specify consistent with the terms of this Plan, an Election Agreement on which the Eligible Employee shall:

(i)	Make a Deferral Election in accordance with Article 4;
(ii)	Make a Payment Election in accordance with Article 9;
(iii)	Designate a Beneficiary or change a Beneficiary designation in accordance with Section 11.1; and
(iv)	Agree to the terms of the Plan.

(c) An Eligible Employee who chooses not to participate in the Plan when first eligible to do so shall waive participation by so specifying on the Election Agreement and shall not be eligible to participant until the next Entry Date.

3.2

CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Affiliated Group, but ceases to be an Eligible Employee, he/she shall not be eligible to make new Deferral Elections or have Company Matching Contributions made on his/her behalf. However, his/her Account shall continue to be revalued in accordance with Article 7.

3.3

PARTICIPATION BY EMPLOYEES OF AFFILIATED GROUP MEMBERS. Any member of the Affiliated Group (other than the Company) may, by action of its board of directors or equivalent governing body and with the consent of the Board, adopt the Plan; provided that the Board may waive the requirement that such board of directors or equivalent governing body effect such adoption. By its adoption of or participation in the Plan, the adopting member of the Affiliated Group shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Committee of all the power and authority conferred upon it by the Plan. The authority of the Company

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to act as such agent shall continue until the Plan is terminated as to the participating affiliate. An Eligible Employee who is employed by a member of the Affiliated Group and who elects to participate in the Plan shall participate on the same basis as an Eligible Employee of the Company. The Account of a Participant employed by a participating member of the Affiliated Group shall be paid in accordance with the Plan solely by such member to the extent attributable to Base Deferrals or Incentive Deferrals that would have been paid by such participating member in the absence of deferral pursuant to the Plan, unless the Board otherwise determines that the Company shall be the obligor.

ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS

4.1 DEFERRAL ELECTIONS. A Participant may elect to defer Base Compensation for a calendar year or Incentive Compensation for a Performance Period, as the case may be, by filing a Deferral Election with the Committee in accordance with the following rules:

(a)

Base Compensation. The Deferral Election with respect to Base Compensation must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the calendar year for which such Base Compensation would otherwise be earned. For purposes of this Section 4.1(a), Base Compensation payable after the last day of a calendar year solely for services performed during the final payroll period described in Section 3401(b) of the Code containing December 31 of such year shall be treated as earned during the subsequent calendar year.

(b)

Incentive Compensation

(i)

The Deferral Election with respect to Incentive Compensation must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the first day of the Performance Period for which such Incentive Compensation would otherwise be earned.

(ii)

Notwithstanding anything contained in this 4.1 to the contrary, and only to the extent permitted by the Committee, the Deferral Election with respect to Incentive Compensation that constitutes Performance-Based Compensation must be filed with the Committee by, and shall become irrevocable as of, the date that is 6 months before the end of the applicable Performance Period (or such earlier date as specified by the Committee on the Deferral Election), provided that in no event may such Deferral Election be made after such Incentive Compensation has become “readily ascertainable” within the meaning of Section 409A of the Code. In order to make a Deferral Election under this Section 4.1(b)(ii), the Participant must perform services continuously from the later of the beginning of the Performance Period or the date the performance criteria are established

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through the date a Deferral Election becomes irrevocable under this Section 4.1(b)(ii). A Deferral Election made under this Section 4.1(b)(ii) shall not apply to any portion of the Performance-Based Compensation that is actually earned by a Participant regardless of satisfaction of the performance criteria.

4.2 DURATION OF DEFERRAL ELECTIONS.

(a)	Duration. Once irrevocable, a Deferral Election shall only be effective for the calendar year or Performance Period with respect to which such election was timely filed with the Committee. Except as provided in Section 4.2(b) hereof, a Deferral Election, once irrevocable, cannot be cancelled or modified during a calendar year or Performance Period.
(b)	Cancellation

(i)	The Committee may, in its sole discretion, cancel a Participant’s Deferral Election where such cancellation occurs by the later of the end of the Participant’s taxable year or the 15th day of the third month following the date the Participant incurs a “disability.” For purposes of this Section 4.2(b)(i), a disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.
(ii)	The Committee may, in its sole discretion, cancel a Participant’s Deferral Election due to an Unforeseeable Emergency or a hardship distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3).
(iii)	If a Participant’s Deferral Election is cancelled with respect to a particular calendar year or Performance Period in accordance with this Section 4.2(b), he may make a new Deferral Election for a subsequent calendar year or Performance Period, as the case may be, only in accordance with Section 4.1 hereof.

4.3 CHOICE OF CONTRIBUTION RATES

(a) Unless the Committee otherwise specifies, an Eligible Employee may choose to make Base Deferrals for the specified calendar year at a rate not to exceed fifty percent (50%) of Base Compensation and Incentive Deferrals for the specified Performance Period at a rate not to exceed one hundred percent (100%) of Incentive Compensation; provided, however, that the Participant shall not be permitted to defer less than 1% of each of his Base Compensation or Incentive Compensation during any one calendar year or Performance Period, as the case may be, and any such attempted deferral shall not be effective.

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(b) Deferral Contributions shall be deducted by the Company from the pay of an Eligible Employee, and an equivalent amount shall be credited to his/her Deferral Contributions Subaccount as soon as administratively practicable following the date that such amounts would have been paid to the Eligible Employee if he/she had not made a Deferral Election.

ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS

5.1

ELIGIBILITY. An Eligible Employee that participates in the Basic Plan will have Company Matching Contributions credited to his/her Company Matching Contributions Subaccount for each month that he/she makes Base Deferrals. Notwithstanding the foregoing, if a Participant is ineligible for any reason to receive Employer Contribution credits under the Basic Plan for a given period, no credits shall be made to his/her Company Matching Contributions Subaccount with respect to any Base Deferrals for the corresponding period.

5.2

AMOUNT.

(a)	Except as limited by Section 5.2(b), the amount credited to an eligible Participant’s Company Matching Contributions Subaccount shall equal fifty percent (50%) of his/her Base Deferrals.
(b)	The maximum amount credited to an eligible Participant’s Company Matching Contributions Subaccount for a given period shall not exceed three percent (3%) of the Participant’s Base Compensation for that period, reduced by the amount of his/her Employer Contribution credits under the Basic Plan for said period.
(c)	Company Matching Contributions shall be credited to the Participant’s Company Matching Contributions Subaccount on the date specified by the Committee.
(d)	Notwithstanding anything contained in this Article 5 to the contrary, the total Company Matching Contributions credited to a Participant’s Company Matching Contributions Subaccount for any calendar year may never exceed 100% of the Employer Contributions that would have been provided to the Participant for that calendar year under the Basic Plan absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

ARTICLE 6. VESTING

6.1 GENERAL. A Participant shall always be one hundred percent (100%) vested in that portion of his/her Account consisting of the Deferral Contributions Subaccount and the Company Matching Contributions Subaccount.

ARTICLE 7.  ACCOUNTS

7.1 ACCOUNTS.

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(a)

The Company will maintain on its books, as necessary, a Deferral Contributions Subaccount and a Company Matching Contributions Subaccount for each Participant to which shall be credited, as appropriate, Deferral Contributions under Article 4, Company Matching Contributions under Article 5, and deemed investment earnings and/or losses as provided in Section 7.2. Amounts due to Base Deferrals and Incentive Deferrals in the Deferral Contributions Subaccount shall be accounted for separately. There also shall be separate accounting, if and to the extent necessary, to track differing Payment Elections by a Participant with respect to the commencement date or method of payment of different annual deferral/credit elections.

(b)

All Accounts shall be bookkeeping accounts only, and all amounts credited thereto shall, prior to being paid, in all events remain subject to the claims of the Company’s general creditors.

7.2	ADJUSTMENTS. As of each Valuation Date, each Account will be adjusted, with either an increase or a decrease, to reflect the deemed investment experience of the Account since the preceding Valuation Date. For this purpose, the Account will be adjusted to reflect the investment return under the Participant’s investment elections pursuant to Article 8.
7.3	ACCOUNTING FOR PAYMENTS. As of the date of any payment hereunder, the payment to a Participant or his/her Beneficiary shall be charged to such Participant’s Account.

ARTICLE 8. INVESTMENT FUNDS

8.1 GENERAL. The amount that is ultimately payable to the Participant with respect to such Account shall be determined as if such Account had been invested in some or all of the Investment Funds. The Committee, in its sole discretion, shall adopt (and modify from time to time) such rules and procedures as it deems necessary or appropriate to implement the deemed investment of Participant Accounts. In the event no election has been made by a Participant, such Account will be deemed to be invested in an Investment Fund designated by the Committee which has the characteristics of a money market or other fixed income fund selected by the Committee. Participants shall be able to reallocate their Accounts between the Investment Funds and reallocate amounts newly credited to their Accounts at such time and in such manner as the Committee shall prescribe. By electing to defer any amount under the Plan (or by receiving or accepting any benefit under the Plan), each Participant acknowledges and agrees that the Affiliated Group is not and shall not be required to make any investment in connection with the Plan, nor is it required to follow the Participant’s investment directions in any actual investment it may make or acquire in connection with the Plan or in determining the amount of any actual or contingent liability or obligation of the Company or any other member of the Affiliated Group thereunder or relating thereto.

ARTICLE 9. PAYMENT ELECTIONS

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9.1 PAYMENT ELECTION. A Participant shall file a Payment Election with respect to each Deferral Election in accordance with the following rules:

(a)	Timing; Irrevocability. Payment Elections with respect to Base Deferrals and Incentive Deferrals shall be filed with the Committee by, and shall become irrevocable as of, the applicable filing deadline of the related Deferral Election as specified in Section 4.1. Different Payment Elections may be made for Base Deferrals and for Incentive Deferrals in subsequent calendar years or Performance Periods, as the case may be, but previously filed Payment Elections cannot be changed for prior years or periods. Different Payment Elections also may be made for Base Deferrals and Incentive Deferrals, and the Payment Election for Base Deferrals for a given calendar year also shall be applicable to the related Company Matching Contributions for that calendar year.
(b)	Payment Date for Incentive Deferrals. Each Payment Election with respect to a Incentive Deferral shall contain the Participant’s election regarding the time that such Incentive Deferral shall commence to be paid. The Participant may choose to receive a Incentive Deferral upon a Separation from Service or a calendar year specified by the Participant that begins at least three years after the close of the Performance Period to which the Payment Election applies. Any amounts from separate Incentive Deferral elections for which the Participant has chosen benefits to commence at Separation from Service or at the same specified calendar year shall be commingled for bookkeeping purposes unless they are to have different methods of payment. This Section 9.1(b) only is applicable to Incentive Deferrals; payment of amounts attributable to Base Deferrals and Company Matching Contributions are only made following Separation from Service as provided in Section 10.2(a).
(c)	Form of Payment. Each Payment Election shall also contain the Participant’s elections regarding the form of payment of any Base Deferrals for a calendar year (including the related Company Matching Contributions for such year) and any Incentive Deferrals for a Performance Period. The Participant may choose to receive payment in a single lump sum, or in monthly installments, over a period of five (5), ten (10) or fifteen (15) years. Notwithstanding the foregoing, if a Participant shall have failed to designate properly the form of payment of the Participant’s benefit under the Plan, such payment will be in a lump sum. In the event that an Account (or portion thereof) is paid in installments (i) the first installment shall commence on the date specified in Section 10.2, and each subsequent installment shall be paid on the monthly commencement anniversary date until the Account has been fully paid; (ii) the amount of each installment shall equal the quotient obtained by dividing the applicable portion of the Account balance to be paid in installments as of the end of the day preceding the date of such installment payment by the number of installment payments remaining to be paid at the time of the calculation; and (iii) the amount of such portion of the

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Account remaining unpaid shall continue to be credited with gains, losses and earnings as provided in Article 7 hereof.

9.2 SMALL BALANCES. Any other provision of the Plan to the contrary notwithstanding, if at the time of a Participant’s Separation from Service the value of his or her Account is not in excess of $25,000, an amount equal to the Account balance shall be paid in a cash lump sum within 30 days after the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, upon the Participant’s death).

ARTICLE 10.  PAYMENT OF BENEFITS

10.1	CASH PAYMENTS. All payments under the Plan shall be made in cash.
10.2	PAYMENT DATE

(a)	In General. Except as otherwise provided in Section 10.2(b), a Participant’s Account shall commence to be paid, in the form of payment selected by the Participant in accordance with Section 9.1(c), following his Separation from Service on the date set forth in Section 10.2(c).
(b)	Incentive Deferrals. In the case of a Incentive Deferral that the Participant has elected in accordance with Section 9.1(b) to receive in a specified calendar year, such Incentive Deferral, as adjusted for gains and losses, shall commence to be paid, in the form of payment selected by the Participant in accordance with Section 9.1(c), in January of the calendar year specified by the Participant with respect to such amount; provided, however, that if a Participant’s Separation from Service occurs prior to such commencement date, then such amount shall commence to be paid at the same time as the Participant’s Base Deferrals under Section 10.2(a), in the form of payment selected by the Participant under Section 9.1(c). Any Incentive Deferrals that have commenced to be paid prior to a Separation from Service shall continue to be paid in accordance with the form of payment selected by the Participant under Section 9.1(c).
(c)	Mandatory Six Month Delay. Except as otherwise provided in Sections 10.6(a), (b) and (c), and to the extent required in order to comply with Section 409A of the Code, all payments under this Agreement that are made as a result of a Separation from Service shall commence to be paid within 30 days after the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, after the Participant’s death).

10.3 CHANGE IN CONTROL. Notwithstanding any other provision of this Plan or any Payment Election made by a Participant to the contrary, if a Change in Control occurs and a Participant incurs a Separation from Service during the period beginning on the date of the Change in Control and ending on the second anniversary of the Change in Control, then the remaining amount of the Participant’s vested Account shall be paid to the Participant or his Beneficiary in a single lump sum within 30 days after the first

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business day of the seventh month following the Participant’s Separation from Service (or if earlier, after upon the Participant’s death).

10.4

WITHDRAWAL DUE TO UNFORESEEABLE EMERGENCY. A Participant shall have the right to request, on a form provided by the Committee, an accelerated payment of all or a portion of his Account in a lump sum if he experiences an Unforeseeable Emergency. The Committee shall have the sole discretion to determine, in accordance with the standards under Section 409A of the Code, whether to grant such a request and the amount to be paid pursuant to such request. Payment shall be made within thirty (30) days following the determination by the Committee that a withdrawal will be permitted under this Section 10.4, or such later date as may be required under Section 10.2(c) hereof.

10.5

DELAY OF PAYMENTS UNDER CERTAIN CIRCUMSTANCES. To the extent permitted under Section 409A of the Code, the Committee may, in its sole discretion, delay payment under any of the following circumstances, provided that the Committee treats all payments to similarly situated Participants on a reasonably consistent basis:

(a)

Payments subject to Section 162(m). A payment may be delayed to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code. If a payment is delayed pursuant to this Section 10.5(a), then the payment must be made either (i) during the Company’s first taxable year in which the Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) of the Code, or (ii) during the period beginning with the first business day of the seventh month following the Participant’s Separation from Service (the “six month anniversary”) and ending on the later of (x) the last day of the taxable year of the Company in which the six month anniversary occurs or (y) the 15th day of the third month following the six month anniversary. Where any scheduled payment to a specific Participant in a Company’s taxable year is delayed in accordance with this paragraph, all scheduled payments to that Participant that could be delayed in accordance with this paragraph must also be delayed. The Committee may not provide the Participant an election with respect to the timing of the payment under this Section 10.5(a). For purposes of this Section 10.5(a), the term Company includes any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.

(b)

Federal Securities Laws or Other Applicable Law. A Payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation. For purposes of the preceding sentence, the making of a payment that would cause

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inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

(c) Other Events and Conditions. A payment may be delayed upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

10.6 DISCRETIONARY ACCELERATION OF PAYMENTS. To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan as provided in this Section. The provisions of this Section are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j) and shall be interpreted and administered accordingly.

(a)	Domestic Relations Orders. The Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).
(b)	Conflicts of Interest. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan the to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule).
(c)	Employment Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where applicable, on compensation deferred under the Plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 of the Code wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.

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(d)	Limited Cash-Outs. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A of the Code.
(e)	Payment Upon Income Inclusion Under Section 409A. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan at any time the Plan fails to meet the requirements of Section 409A of the Code. The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.
(f)	Certain Payments to Avoid a Nonallocation Year under Section 409(p). Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to prevent the occurrence of a nonallocation year (within the meaning of Section 409(p)(3) of the Code) in the plan year of an employee stock ownership plan next following the plan year in which such payment is made, provided that the amount paid may not exceed 125 percent of the minimum amount of payment necessary to avoid the occurrence of a nonallocation year.
(g)	Payment of state, local, or foreign taxes. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount). Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the participant. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount.
(h)	Certain Offsets. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as satisfaction of a debt of the Participant to the Company (or any

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entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the ordinary course of the service relationship between the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) and the Participant, the entire amount of reduction in any of the taxable years of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(i)

Bona fide disputes as to a right to a payment. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.

(j)

Plan Terminations and Liquidations. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 13.2 hereof.

Except as otherwise specifically provided in this Plan, including but not limited to Section 4.2(b), Section 9.2, this Section 10.6 and Section 13.2 hereof, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Section 409A of the Code.

10.7 ACTUAL DATE OF PAYMENT. To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in this Article 10, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.

ARTICLE 11. BENEFICIARIES; PARTICIPANT DATA

11.1 DESIGNATION OF BENEFICIARIES.

(a) Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant by filing a new designation. However, if the Participant is legally married at the time of his/her death, any

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

designation of a Beneficiary other than the person who is his or her legal spouse at the time of his or her death shall be void, and such legal spouse will be the sole Beneficiary, unless such legal spouse has consented to the designation of such other person as Beneficiary in a written and signed statement. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee or its designee during the Participant’s lifetime.

(b) In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, then any such benefit payment shall be made to the Participant’s spouse, if then living, but otherwise to the person or persons designated as Beneficiary under the Basic Plan, or, if such person(s) is not then living, to the Participant’s then living descendants, if any, per stirpes, but, if none, to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Committee may rely conclusively upon information supplied by the Participant’s personal representative, executor, or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Committee, in its sole discretion, may cause such payment to be made to the Participant’s estate without liability for any tax or other consequences that might flow therefrom or may take such other action as the Committee deems to be appropriate.

11.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement, or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Company’s or Committee’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Company or Committee shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Company shall not be liable to any person for any payment made in accordance with such law.

ARTICLE 12. ADMINISTRATION

12.1 COMMITTEE. The Company, through the Committee, shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. In general, the Committee shall have the full power, discretion and authority to carry out the provisions of the Plan; in particular, the Committee shall have full discretion to (a) interpret all provisions of the Plan, (b) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (c) resolve all other questions arising under the Plan, including any factual questions and questions of construction, (d) determine all claims for benefits, and (e) take such further action as the

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final, conclusive, and binding on all persons, including the Company, its shareholders, the other members of the Affiliated Group, employees, Participants, and their estates and Beneficiaries. Decisions by the Committee shall be made by majority vote of all members of the Committee. No member of the Committee shall be liable for any act done or determination made in good faith. No member of the Committee who is a Participant in this Plan may vote on matters affecting his/her personal benefit under this Plan, but any such member shall otherwise be fully entitled to act in matters arising out of or affecting this Plan notwithstanding his/her participation herein.

12.2 CLAIMS PROCEDURE.

(a)

Notice of Claim. Any Participant or Beneficiary, or the duly authorized representative of a Participant or Beneficiary, may file with the Committee a claim for a Plan benefit. Such a claim must be in writing on a form provided by the Committee and must be delivered to the Committee, in person or by mail, postage prepaid. Within ninety (90) days (or forty-five (45) days if the claim relates to disability) after the receipt of such a claim, the Committee or its designee shall send to the claimant, by mail, postage prepaid, a notice of the granting or the denying, in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. In no event may the extension exceed ninety (90) days (or thirty (30) days if the claim relates to disability) from the end of the initial period. If such an extension is necessary, the claimant will be given a written notice to this effect prior to the expiration of the initial period. The Committee or its designee shall have full discretion to deny or grant a claim in whole or in part in accordance with the terms of the Plan.

(b)

Action on Claim. The Committee or its designee shall provide to every claimant who is denied a claim for benefits a written notice setting forth, in a manner calculated to be understood by the claimant:

(i)	The specific reason or reasons for the denial;
(ii)	A specific reference to the pertinent Plan provisions on which the denial is based;
(iii)	A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
(iv)	An explanation of the Plan’s claim review procedure and a statement of the Participant’s right to file suit in federal court following a denial upon review; and

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

(v) In the case of a claim involving disability, any additional information required by federal regulations.

(c) Review of Denial. Within sixty (60) days (or one hundred eighty (180) days if the claim relates to disability) after the receipt by a claimant of written notification of the denial (in whole or in part) of a claim, the claimant or the claimant’s duly authorized representative, upon written application to the Committee, delivered in person or by certified mail, postage prepaid, may review pertinent documents and may submit to the Committee, in writing, issues, documents and comments concerning the claim. Upon the Committee’s receipt of a notice of a request for review, the Committee shall review all submitted information, regardless of whether such information was considered as part of the original decision, and shall communicate the decision on review in writing to the claimant. The decision on review shall be written in a manner calculated to be understood by the claimant and shall include the information described in Section 9(b). The decision on review shall be made no later than sixty (60) days (or forty-five (45) days if the claim relates to disability) after the Committee’s receipt of a request for a review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered not later than one hundred twenty (120) days (or ninety (90) days if the claim relates to disability) after receipt of the request for review. If an extension is necessary, the claimant shall be given written notice of the extension by the Committee prior to the expiration of the initial period. Actions under this Section 12.2(c) shall be taken by the full Committee (excluding any members of the Committee who participated in any decision on the initial claim pursuant to Section 12.2(a)).

12.3 COMPLIANCE WITH SECTION 409A. It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or Beneficiaries. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Although the Committee shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of deferrals under this Plan is not warranted or guaranteed. Neither the Company, the other members of the Affiliated Group or the Controlled Group, the Board, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant, Beneficiary or other taxpayer as a result of the Plan. Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase “permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount deferred or payable under the Plan to be includible in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of the Code.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

ARTICLE 13. AMENDMENT OR TERMINATION OF PLAN.

13.1

IN GENERAL. The Company reserves the right to amend, terminate or freeze the Plan, in whole or in part, at any time by action of the Board. Moreover, the Committee may amend the Plan at any time in its sole discretion to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law or to implement the provisions of Article 1. In no event shall any such action by the Board or Committee reduce the amounts that have been credited to the Account of any Participant prior to the date such action is taken without the consent of the Participant, unless the Board or the Committee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Section 409A of the Code. To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, modify the rules applicable to Deferral Elections, Payment Elections and Subsequent Payment Elections to the extent necessary to satisfy the requirements of the Uniformed Service Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C. 4301-4334.

13.2

PAYMENTS UPON TERMINATION. In the event that the Plan is terminated, the amounts allocated to a Participant’s Account shall be paid to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive benefits hereunder without regard to the termination of the Plan. Notwithstanding the preceding sentence, and to the extent permitted under Section 409A of the Code, the Company, by action taken by its Board, may terminate the Plan and accelerate the payment of the vested Account balances subject to the following conditions (and subject to the additional payment restrictions of Section 10.2(c) hereof):

(a)

Company’s Discretion. The termination does not occur “proximate to a downturn in the financial health” of the Company (within the meaning of Treasury Regulation Section 1.409A-3(j)(4)(ix)), and all other arrangements required to be aggregated with the Plan under Section 409A of the Code are also terminated and liquidated. In such event, the entire vested Account balance shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no earlier than twelve (12) months, and no later than twenty-four (24) months, after the date the Board irrevocably approves the termination of the Plan. Notwithstanding the foregoing, any payment that would otherwise be paid pursuant to the terms of the Plan prior to the twelve (12) month anniversary of the date that the Board irrevocably approves the termination of the Plan shall continue to be paid in accordance with the terms of the Plan. If the Plan is terminated pursuant to this Section 13.2(a), the Company shall be prohibited from adopting a new plan or arrangement that would be aggregated with this Plan under Section 409A of the Code within three (3) years following the date that the Board irrevocably approves the termination and liquidation of the Plan.

(b)

Change in Control. The termination occurs pursuant to an irrevocable action of the Board that is taken within the thirty (30) days preceding or the twelve (12) months following a Change in Control, and all other plans sponsored by the

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

Company (determined immediately after the Change in Control) that are required to be aggregated with this Plan under Section 409A of the Code are also terminated with respect to each participant therein who experienced the Change in Control (“Change in Control Participant”). In such event, the vested Account balance of each Participant under the Plan and each Change in Control Participant under all aggregated plans shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no later than twelve (12) months after the date that the Board irrevocably approves the termination.

(c)	Dissolution; Bankruptcy Court Order. The termination occurs within twelve (12) months after a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the vested Account balance of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made by the latest of: (A) the end of the calendar year in which the Plan termination occurs, (B) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the first calendar year in which payment is administratively practicable.
(d)	Transition Relief. The termination occurs during calendar year 2008 pursuant to the terms and conditions of the transition relief set forth in Notice 2007-86 and the applicable proposed and final Treasury Regulations issued under Section 409A of the Code. In such event, the vested Account balance of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, subject to the following rules: (i) any payment that would otherwise be paid during 2008 pursuant to the terms of the Plan shall be paid in accordance with such terms, and (ii) any payment that would otherwise be paid after 2009 pursuant to the terms of the Plan shall not be accelerated into 2008.
(e)	Other Events. The termination occurs upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

The provisions of paragraphs (a), (b), (c) and (d) of this Section 13.2 are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j)(4)(ix) and shall be interpreted and administered accordingly. The term “Company” as used in paragraphs (a) and (b) of this Section 13.2 shall include the Company and any entity which would be considered to be a single employer with the Company under Code Sections 414(b) or Section 414(c).

ARTICLE 14. MISCELLANEOUS PROVISIONS

14.1 LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

(a)	Limit in any way the right of the Company to terminate an Eligible Employee’s employment at any time; or
(b)	Be evidence of any agreement or understanding, express or implied, that the Company will employ an Eligible Employee in any particular position or at any particular rate of remuneration.

14.2	INTEREST OF PARTICIPANTS. The obligation of the Company and any other participating member of the Affiliated Group under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company (or, if applicable, the participating members of the Affiliated Group) to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Affiliated Group. Nothing in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the intention of the Affiliated Group that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its and the Affiliated Group’s obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the general creditors of the Company and the other participating members of the Affiliated Group.
14.3	NONALIENATION OF BENEFITS. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, without the written consent of the Company, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject to Section 10.6(a) hereof, the Committee shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participant’s or Beneficiary’s interest under this Plan to an “alternate payee” as defined in Section 414(p) of the Code.
14.4	CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against the Affiliated Group or the officers, employees or directors of the Affiliated Group, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.
14.5	ERISA AND GOVERNING LAW. The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees, as defined in Section 201(2) and 401(a)(1) of ERISA. As such, the Plan is expressly excluded from all, or substantially all, of the provisions of ERISA, including but not limited to Parts 2 and 3 of Title I thereof. None of the statutory rights and protections conferred on participants by ERISA are conferred under the terms of this Plan, except as expressly noted or required by operation of law. To the extent not superseded by federal law, the laws of the State of Ohio shall control in any and all matters relating to the Plan.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

14.6	SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.
14.7	SUCCESSORS. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.
14.8	ELECTRONIC OR OTHER MEDIA. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.
14.9	PARTICIPANTS DEEMED TO ACCEPT PLAN. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company or the other members of the Affiliated Group, in any case in accordance with the terms and conditions of the Plan.

          IN WITNESS WHEREOF, Scripps Networks Interactive, Inc. has caused this Plan to be executed by its duly authorized officer, this ______ day of _______________, 2008.

SCRIPPS NETWORKS INTERACTIVE, INC.
 

By:  

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

APPENDIX A

PART ONE OF THE PLAN

EX-10.11

Exhibit 10.11

Scripps Networks Interactive, Inc.
Executive Deferred Compensation Plan

TABLE OF CONTENTS

		Page
ARTICLE 1.	IMPACT OF SEPARATION TRANSACTION		2
ARTICLE 2.	DEFINITIONS		3
ARTICLE 3.	ELIGIBILITY AND PARTICIPATION		8
ARTICLE 4.	PARTICIPANT DEFERRAL CONTRIBUTIONS		9
ARTICLE 5.	COMPANY MATCHING CONTRIBUTIONS		11
ARTICLE 6.	VESTING		11
ARTICLE 7.	ACCOUNTS		11
ARTICLE 8.	INVESTMENT FUNDS		12
ARTICLE 9.	PAYMENT ELECTIONS		12
ARTICLE 10.	PAYMENT OF BENEFITS		14
ARTICLE 11.	BENEFICIARIES; PARTICIPANT DATA		18
ARTICLE 12.	ADMINISTRATION		19
ARTICLE 13.	AMENDMENT OR TERMINATION OF PLAN.		22
ARTICLE 14.	MISCELLANEOUS PROVISIONS		23

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

ARTICLE 1. IMPACT OF SEPARATION TRANSACTION

1.1

IN GENERAL. The Company adopted this Plan effective as of the Effective Date, pursuant to the Employee Matters Agreement. The Plan is maintained to provide for the payment of certain amounts deferred under the Scripps Plan and to provide certain eligible employees with the opportunity to defer portions of their base salary and incentive compensation.

1.2

SNI PARTICIPANTS. The Company has assumed the deferred compensation obligations under the Scripps Plan with respect to SNI Participants (“Assumed Amounts”) pursuant to the terms of the Employee Matters Agreement. For purposes of this Plan, the term Assumed Amounts shall include any amounts of “Base Compensation” and “Incentive Compensation” (as defined under the Scripps Plan and earned but not yet paid as of the Effective Date) that were properly deferred by a Participant under the Scripps Plan but that had not yet been credited to his or her account under the Scripps Plan as of the Effective Date. The following rules shall apply to the Assumed Amounts, notwithstanding any provision of the Plan to the contrary:

(a)

Any SNI Participant with respect to whom Assumed Amounts are credited hereunder shall automatically participate, and be a “Participant,” in the Plan with respect to such Assumed Amounts as of the Effective Date.

(b)

The Assumed Amounts credited to Accounts hereunder (whether under Part One or Part Two of the Plan, as set forth in Section 1.4) shall remain subject to the same elections (including investment elections, Deferral Elections and Payment Elections) and Beneficiary designations that were controlling under the Scripps Plan immediately prior to the Effective Date for the remainder of the period or periods for which such elections or designations are by their original terms applicable. The immediately preceding sentence shall apply to investment elections and Beneficiary Designations only to the extent that such elections or designations are available under this Plan.

1.3 EWS PARTICIPANTS. The Company shall not assume the deferred compensation obligations under the Scripps Plan with respect to any EWS Participants that become employed by the Affiliated Group after the Effective Date. If, however, an EWS Participant in the Scripps Plan ceases employment with Scripps and its subsidiaries and immediately thereafter becomes an employee of the Affiliated Group at any time after the Effective Date, but at a time when the Company and Scripps are in the same Controlled Group, then to the extent required to comply with Section 409A of the Code:

(a) The individual’s Deferral Elections and Payment Elections that were controlling under the Scripps Plan immediately prior to that date shall continue to apply to Base Compensation and Incentive Compensation paid by the Affiliated Group for the remainder of the period or periods for which such elections or designations are by their original terms applicable.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

(b) The Committee is authorized to establish one or more sub-plans or sub-accounts for the EWS Participant the terms of which may vary from those set forth in or required or authorized by this Plan in order to implement the purposes of this Section 1.3.

1.4 SECTION 409A OF THE CODE. In order to comply with Section 409A of the Code, the Plan shall consist of two parts, one of which shall be named “Part One” and the other of which shall be named “Part Two”. Except as otherwise provided under this Article I, Part One of the Plan shall be governed by the terms and conditions of Scripps Plan as in effect on October 3, 2004, which is reproduced on Appendix A (but with all references to Scripps or the Company changed to Scripps Networks Interactive, Inc. where appropriate). Part Two of the Plan shall be governed by the terms and conditions set forth herein.

(a)

Part One. Any Assumed Amounts that constitute an “amount deferred” in taxable years beginning before January 1, 2005 (within the meaning of Section 409A of the Code) and any earnings thereon shall be credited to the appropriate Subaccounts under Part One of this Plan, as selected by the Committee in its sole discretion, and it is intended that such amounts and the earnings thereon shall be exempt from the application of Section 409A of the Code. As a result of such crediting, all of the Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if any, shall automatically be extinguished and become rights under Part One of this Plan without further action. Nothing contained herein is intended to materially enhance a benefit or right existing under Part One of the Plan as of October 3, 2004, or add a new material benefit or right to the amounts credited under Part One of the Plan. Part One of the Plan is frozen, and neither the Company, its affiliates nor any individual shall make or permit to be made any additional contributions or deferrals under Part One of the Plan (other than earnings) on or after that date.

(b)

Part Two. Any Assumed Amounts or any Deferrals under this Plan that constitute an “amount deferred” by Participants in taxable years beginning on or after January 1, 2005 (within the meaning of Section 409A of the Code), and any earnings thereon, shall be shall be credited to the appropriate Subaccounts under Part Two of this Plan, as selected by the Committee in its sole discretion. As a result of such crediting, all of the Participant’s rights with respect to the Assumed Amounts under the Scripps Plan, if any, shall automatically be extinguished and become rights under Part Two of this Plan without further action.

1.5 DEFINITIONS. Capitalized terms that are not defined in Article II shall have the meaning set forth in the Employee Matters Agreement.

ARTICLE 2. DEFINITIONS

2.1 “Account” means the balance credited to a Participant’s or Beneficiary’s Plan bookkeeping account, including contribution credits and deemed income, gains, and

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

losses credited thereto. A Participant’s or Beneficiary’s Account shall consist of a Deferral Contributions Subaccount, and/or a Company Matching Contributions Subaccount. Accounts are further described in Article 7.

2.2	"Affiliated Group” means the Company and each Subsidiary.
2.3	“Assumed Amounts” has the meaning given to such term in Section 1.2 hereof.
2.4	“Base Compensation” means the annual base rate of cash compensation payable by the Affiliated Group to a Participant during a calendar year, excluding Incentive Compensation, bonuses, commissions, severance payments, Company Matching Contributions, qualified plan contributions or benefits, expense reimbursements, fringe benefits and all other payments, and prior to reduction for any deferrals under this Plan or any other plan of the Affiliated Group under Sections 125 or 401(k) of the Code.
2.5	“Base Deferrals” means deferrals from Base Compensation, as described in Section 4.1(a).
2.6	“Basic Plan” means The E. W. Scripps Retirement & Investment Plan for the periods through December 31, 2008 and the Scripps Networks Interactive, Inc. Retirement & Investment Plan for the periods commencing on and after January 1, 2009.
2.7	“Beneficiary” means any person or persons so designated in accordance with the provisions of Section 11.1.
2.8	“Board” means the Board of Directors of Scripps Networks Interactive, Inc. or any successor.
2.9	“Change in Control” has the meaning given to such term in the Scripps Networks Interactive, Inc. Executive Change in Control Plan, as in effect on the Effective Date, provided that the transaction or event also constitutes a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
2.10	“Code” means the Internal Revenue Code of 1986, as amended.
2.11	“Committee” means the committee selected by the Board or its designee, whose membership is appointed or removed by the Board or its designee, that is responsible for administering this Plan. The Committee is further described in Article 12. Unless and until otherwise provided by the Board, the Committee shall be the Senior Vice President, Human Resources of the Company, or her designee.
2.12	“Company” means Scripps Networks Interactive, Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Scripps Networks Interactive, Inc. with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

2.13	“Company Matching Contributions” means the contributions deemed made by the Company pursuant to Article 5.
2.14	“Company Matching Contributions Subaccount” means the portion of an Account credited with Company Matching Contributions for a given Participant, adjusted for gains and losses and payments.
2.15	"Controlled Group” means (i) the Company, and (ii) all entities with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Section 409A of the Code.
2.16	“Deferral Contributions” means the combined Base Deferrals and Incentive Deferrals made pursuant to Article 4.
2.17	“Deferral Contributions Subaccount” means the portion of an Account credited with Deferral Contributions for a given Participant, adjusted for gains and losses and payments.
2.18	“Deferral Election” shall mean the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee in accordance with Article 4 that indicates the Base Deferrals, Incentive Deferrals or both that will be deferred under the Plan for a calendar year or Performance Period.
2.19	“Effective Date” means the Distribution Date as defined in the Employee Matters Agreement.
2.20	“Election Agreement” means the agreement on a form that the Committee may designate from time to time, on which a Participant makes certain elections and other designations as set forth in Section 3.1(b).
2.21	“Eligible Employee” means, for any calendar year (or applicable portion thereof), a person employed by the Affiliated Group who meets the following requirements: (i) is eligible to participate in the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (excluding awards issued through the President’s Club or any similar program); and (ii) either has Base Compensation in excess of the Code Section 401(a)(17) limit with respect to the prior calendar year or has previously elected to defer Base Compensation or Incentive Compensation under the Plan for a prior calendar year.

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The term Eligible Employee also includes any other management or highly compensated employee of the Company designated by the Committee.

2.22	“Employee Matters Agreement” means the Employee Matters Agreement by and between Scripps and the Company.
2.23	“Entry Date” with respect to an Eligible Employee means the first day of each calendar year.
2.24	“ERISA” means the Employee Retirement Security Act of 1974, as amended.
2.25	“Incentive Compensation” means incentive compensation earned during a Performance Period under the Company’s Executive Bonus Plan, or its successor, or such other plan that the Committee may designate from time to time.
2.26	“Incentive Deferrals” means deferrals from Incentive Compensation, as described in Section 4.1(b).
2.27	“Investment Fund(s)” means any fund(s) to which the Committee allows Eligible Employees to nominally allocate their Accounts. Investment Funds are further described in Article 8.
2.28	“Participant” means any person so designated in accordance with the provisions of Article 3, including, where appropriate according to the context of the Plan, any former Eligible Employee who is or may become (or whose Beneficiary may become) eligible to receive a benefit under the Plan.
2.29	“Payment Election” means the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee in accordance with Article 9 hereof, that indicates the payment commencement date for Incentive Deferrals and the form of payment for Base Deferrals (including Company Matching Contributions) and Incentive Deferrals.
2.30	"Performance-Based Compensation” means that portion of a Participant’s Incentive Compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period of at least twelve (12) consecutive months, and which satisfies the requirements for “performance-based compensation” under Section 409A of the Code, including the requirement that the performance criteria be established in writing by not later than (i) ninety (90) days after the commencement of the period of service to which the criteria relates and (ii) the date the outcome ceases to be substantially uncertain. Where a portion of an amount of Incentive Compensation would qualify as Performance-Based Compensation if the portion were the sole amount available under a designated incentive plan, that portion of the award will not fail to qualify as Performance-Based Compensation if that portion is designated separately by the Committee on the Deferral Election or is otherwise separately identifiable under the

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terms of the designated incentive plan, and the amount of each portion is determined independently of the other.

2.31	“Performance Period” means, with respect to any Incentive Compensation, the period of time during which such Incentive Compensation is earned.
2.32	“Plan” means the Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan as set forth herein and as from time to time in effect. To the extent required to comply with Section 409A of the Code, the term Plan shall include any plan that is required to be aggregated with the Plan under Section 409A of the Code.
2.33	"Scripps” means The E. W. Scripps Company.
2.34	“Scripps Plan” means the Scripps Executive Deferred Compensation and Savings Restoration Plan.
2.35	“Separation from Service” means a termination of employment with the Controlled Group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Controlled Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.
2.36	"Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.
2.37	"Unforeseeable Emergency” means an “unforeseeable emergency” as defined under Section 409A of the Code.
2.38	“Valuation Date” means such date or dates as the Committee, in its sole discretion, designates as a Valuation Date, provided that such dates shall occur no less frequently than quarterly as of the last business day of each calendar quarter.
2.39	In addition to the foregoing, certain other terms of more limited usage may be defined in other Articles of the Plan. All terms defined in the Plan are designated with initial capital letters.
2.40	Whenever appropriate, words used herein in the singular may be read as the plural and the plural may be read as the singular. Unless otherwise clear from the context, words used herein in the masculine shall also be deemed to include the feminine.

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2.41 Except to the extent otherwise indicated herein, and except to the extent otherwise inappropriate in the context, the definition of Employer Contribution contained in the Basic Plan is applicable under the Plan.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.1 REQUIREMENTS.

(a)	Every Eligible Employee shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he/she is not an Eligible Employee on the date his/her participation is to begin.
(b)	Except as otherwise provided in Article 1, in order to participate as of a specified Entry Date, an Eligible Employee must make written application by filing with the Committee, within such time period as the Committee shall specify consistent with the terms of this Plan, an Election Agreement on which the Eligible Employee shall:

(i)	Make a Deferral Election in accordance with Article 4;
(ii)	Make a Payment Election in accordance with Article 9;
(iii)	Designate a Beneficiary or change a Beneficiary designation in accordance with Section 11.1; and
(iv)	Agree to the terms of the Plan.

(c) An Eligible Employee who chooses not to participate in the Plan when first eligible to do so shall waive participation by so specifying on the Election Agreement and shall not be eligible to participant until the next Entry Date.

3.2

CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Affiliated Group, but ceases to be an Eligible Employee, he/she shall not be eligible to make new Deferral Elections or have Company Matching Contributions made on his/her behalf. However, his/her Account shall continue to be revalued in accordance with Article 7.

3.3

PARTICIPATION BY EMPLOYEES OF AFFILIATED GROUP MEMBERS. Any member of the Affiliated Group (other than the Company) may, by action of its board of directors or equivalent governing body and with the consent of the Board, adopt the Plan; provided that the Board may waive the requirement that such board of directors or equivalent governing body effect such adoption. By its adoption of or participation in the Plan, the adopting member of the Affiliated Group shall be deemed to appoint the Company its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Committee of all the power and authority conferred upon it by the Plan. The authority of the Company

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to act as such agent shall continue until the Plan is terminated as to the participating affiliate. An Eligible Employee who is employed by a member of the Affiliated Group and who elects to participate in the Plan shall participate on the same basis as an Eligible Employee of the Company. The Account of a Participant employed by a participating member of the Affiliated Group shall be paid in accordance with the Plan solely by such member to the extent attributable to Base Deferrals or Incentive Deferrals that would have been paid by such participating member in the absence of deferral pursuant to the Plan, unless the Board otherwise determines that the Company shall be the obligor.

ARTICLE 4. PARTICIPANT DEFERRAL CONTRIBUTIONS

4.1 DEFERRAL ELECTIONS. A Participant may elect to defer Base Compensation for a calendar year or Incentive Compensation for a Performance Period, as the case may be, by filing a Deferral Election with the Committee in accordance with the following rules:

(a)

Base Compensation. The Deferral Election with respect to Base Compensation must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the calendar year for which such Base Compensation would otherwise be earned. For purposes of this Section 4.1(a), Base Compensation payable after the last day of a calendar year solely for services performed during the final payroll period described in Section 3401(b) of the Code containing December 31 of such year shall be treated as earned during the subsequent calendar year.

(b)

Incentive Compensation

(i)

The Deferral Election with respect to Incentive Compensation must be filed with the Committee by, and shall become irrevocable as of, December 31 (or such earlier date as specified by the Committee on the Deferral Election) of the calendar year next preceding the first day of the Performance Period for which such Incentive Compensation would otherwise be earned.

(ii)

Notwithstanding anything contained in this 4.1 to the contrary, and only to the extent permitted by the Committee, the Deferral Election with respect to Incentive Compensation that constitutes Performance-Based Compensation must be filed with the Committee by, and shall become irrevocable as of, the date that is 6 months before the end of the applicable Performance Period (or such earlier date as specified by the Committee on the Deferral Election), provided that in no event may such Deferral Election be made after such Incentive Compensation has become “readily ascertainable” within the meaning of Section 409A of the Code. In order to make a Deferral Election under this Section 4.1(b)(ii), the Participant must perform services continuously from the later of the beginning of the Performance Period or the date the performance criteria are established

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through the date a Deferral Election becomes irrevocable under this Section 4.1(b)(ii). A Deferral Election made under this Section 4.1(b)(ii) shall not apply to any portion of the Performance-Based Compensation that is actually earned by a Participant regardless of satisfaction of the performance criteria.

4.2 DURATION OF DEFERRAL ELECTIONS.

(a)	Duration. Once irrevocable, a Deferral Election shall only be effective for the calendar year or Performance Period with respect to which such election was timely filed with the Committee. Except as provided in Section 4.2(b) hereof, a Deferral Election, once irrevocable, cannot be cancelled or modified during a calendar year or Performance Period.
(b)	Cancellation

(i)	The Committee may, in its sole discretion, cancel a Participant’s Deferral Election where such cancellation occurs by the later of the end of the Participant’s taxable year or the 15th day of the third month following the date the Participant incurs a “disability.” For purposes of this Section 4.2(b)(i), a disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.
(ii)	The Committee may, in its sole discretion, cancel a Participant’s Deferral Election due to an Unforeseeable Emergency or a hardship distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3).
(iii)	If a Participant’s Deferral Election is cancelled with respect to a particular calendar year or Performance Period in accordance with this Section 4.2(b), he may make a new Deferral Election for a subsequent calendar year or Performance Period, as the case may be, only in accordance with Section 4.1 hereof.

4.3 CHOICE OF CONTRIBUTION RATES

(a) Unless the Committee otherwise specifies, an Eligible Employee may choose to make Base Deferrals for the specified calendar year at a rate not to exceed fifty percent (50%) of Base Compensation and Incentive Deferrals for the specified Performance Period at a rate not to exceed one hundred percent (100%) of Incentive Compensation; provided, however, that the Participant shall not be permitted to defer less than 1% of each of his Base Compensation or Incentive Compensation during any one calendar year or Performance Period, as the case may be, and any such attempted deferral shall not be effective.

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(b) Deferral Contributions shall be deducted by the Company from the pay of an Eligible Employee, and an equivalent amount shall be credited to his/her Deferral Contributions Subaccount as soon as administratively practicable following the date that such amounts would have been paid to the Eligible Employee if he/she had not made a Deferral Election.

ARTICLE 5. COMPANY MATCHING CONTRIBUTIONS

5.1 ELIGIBILITY. An Eligible Employee that participates in the Basic Plan will have Company Matching Contributions credited to his/her Company Matching Contributions Subaccount for each month that he/she makes Base Deferrals. Notwithstanding the foregoing, if a Participant is ineligible for any reason to receive Employer Contribution credits under the Basic Plan for a given period, no credits shall be made to his/her Company Matching Contributions Subaccount with respect to any Base Deferrals for the corresponding period.

5.2 AMOUNT.

(a)	Except as limited by Section 5.2(b), the amount credited to an eligible Participant’s Company Matching Contributions Subaccount shall equal fifty percent (50%) of his/her Base Deferrals.
(b)	The maximum amount credited to an eligible Participant’s Company Matching Contributions Subaccount for a given period shall not exceed three percent (3%) of the Participant’s Base Compensation for that period, reduced by the amount of his/her Employer Contribution credits under the Basic Plan for said period.
(c)	Company Matching Contributions shall be credited to the Participant’s Company Matching Contributions Subaccount on the date specified by the Committee.
(d)	Notwithstanding anything contained in this Article 5 to the contrary, the total Company Matching Contributions credited to a Participant’s Company Matching Contributions Subaccount for any calendar year may never exceed 100% of the Employer Contributions that would have been provided to the Participant for that calendar year under the Basic Plan absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

ARTICLE 6. VESTING

6.1 GENERAL. A Participant shall always be one hundred percent (100%) vested in that portion of his/her Account consisting of the Deferral Contributions Subaccount and the Company Matching Contributions Subaccount.

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ARTICLE 7.  ACCOUNTS

7.1 ACCOUNTS.

(a)

The Company will maintain on its books, as necessary, a Deferral Contributions Subaccount and a Company Matching Contributions Subaccount for each Participant to which shall be credited, as appropriate, Deferral Contributions under Article 4, Company Matching Contributions under Article 5, and deemed investment earnings and/or losses as provided in Section 7.2. Amounts due to Base Deferrals and Incentive Deferrals in the Deferral Contributions Subaccount shall be accounted for separately. There also shall be separate accounting, if and to the extent necessary, to track differing Payment Elections by a Participant with respect to the commencement date or method of payment of different annual deferral/credit elections.

(b)

All Accounts shall be bookkeeping accounts only, and all amounts credited thereto shall, prior to being paid, in all events remain subject to the claims of the Company’s general creditors.

7.2	ADJUSTMENTS. As of each Valuation Date, each Account will be adjusted, with either an increase or a decrease, to reflect the deemed investment experience of the Account since the preceding Valuation Date. For this purpose, the Account will be adjusted to reflect the investment return under the Participant’s investment elections pursuant to Article 8.
7.3	ACCOUNTING FOR PAYMENTS. As of the date of any payment hereunder, the payment to a Participant or his/her Beneficiary shall be charged to such Participant’s Account.

ARTICLE 8. INVESTMENT FUNDS

8.1 GENERAL. The amount that is ultimately payable to the Participant with respect to such Account shall be determined as if such Account had been invested in some or all of the Investment Funds. The Committee, in its sole discretion, shall adopt (and modify from time to time) such rules and procedures as it deems necessary or appropriate to implement the deemed investment of Participant Accounts. In the event no election has been made by a Participant, such Account will be deemed to be invested in an Investment Fund designated by the Committee which has the characteristics of a money market or other fixed income fund selected by the Committee. Participants shall be able to reallocate their Accounts between the Investment Funds and reallocate amounts newly credited to their Accounts at such time and in such manner as the Committee shall prescribe. By electing to defer any amount under the Plan (or by receiving or accepting any benefit under the Plan), each Participant acknowledges and agrees that the Affiliated Group is not and shall not be required to make any investment in connection with the Plan, nor is it required to follow the Participant’s investment directions in any actual investment it may make or acquire in connection with the Plan or in determining the amount of any actual or contingent liability or obligation of the Company or any other member of the Affiliated Group thereunder or relating thereto.

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ARTICLE 9. PAYMENT ELECTIONS

9.1 PAYMENT ELECTION. A Participant shall file a Payment Election with respect to each Deferral Election in accordance with the following rules:

(a)	Timing; Irrevocability. Payment Elections with respect to Base Deferrals and Incentive Deferrals shall be filed with the Committee by, and shall become irrevocable as of, the applicable filing deadline of the related Deferral Election as specified in Section 4.1. Different Payment Elections may be made for Base Deferrals and for Incentive Deferrals in subsequent calendar years or Performance Periods, as the case may be, but previously filed Payment Elections cannot be changed for prior years or periods. Different Payment Elections also may be made for Base Deferrals and Incentive Deferrals, and the Payment Election for Base Deferrals for a given calendar year also shall be applicable to the related Company Matching Contributions for that calendar year.
(b)	Payment Date for Incentive Deferrals. Each Payment Election with respect to a Incentive Deferral shall contain the Participant’s election regarding the time that such Incentive Deferral shall commence to be paid. The Participant may choose to receive a Incentive Deferral upon a Separation from Service or a calendar year specified by the Participant that begins at least three years after the close of the Performance Period to which the Payment Election applies. Any amounts from separate Incentive Deferral elections for which the Participant has chosen benefits to commence at Separation from Service or at the same specified calendar year shall be commingled for bookkeeping purposes unless they are to have different methods of payment. This Section 9.1(b) only is applicable to Incentive Deferrals; payment of amounts attributable to Base Deferrals and Company Matching Contributions are only made following Separation from Service as provided in Section 10.2(a).
(c)	Form of Payment. Each Payment Election shall also contain the Participant’s elections regarding the form of payment of any Base Deferrals for a calendar year (including the related Company Matching Contributions for such year) and any Incentive Deferrals for a Performance Period. The Participant may choose to receive payment in a single lump sum, or in monthly installments, over a period of five (5), ten (10) or fifteen (15) years. Notwithstanding the foregoing, if a Participant shall have failed to designate properly the form of payment of the Participant’s benefit under the Plan, such payment will be in a lump sum. In the event that an Account (or portion thereof) is paid in installments (i) the first installment shall commence on the date specified in Section 10.2, and each subsequent installment shall be paid on the monthly commencement anniversary date until the Account has been fully paid; (ii) the amount of each installment shall equal the quotient obtained by dividing the applicable portion of the Account balance to be paid in installments as of the end of the day preceding the date of such installment payment by the number of installment payments remaining to be paid at the time of the calculation; and (iii) the amount of such portion of the Account remaining unpaid shall continue to be credited with gains, losses and earnings as provided in Article 7 hereof.

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9.2 SMALL BALANCES. Any other provision of the Plan to the contrary notwithstanding, if at the time of a Participant’s Separation from Service the value of his or her Account is not in excess of $25,000, an amount equal to the Account balance shall be paid in a cash lump sum within 30 days after the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, upon the Participant’s death).

ARTICLE 10.PAYMENT OF BENEFITS

10.1 CASH PAYMENTS. All payments under the Plan shall be made in cash.

10.2 PAYMENT DATE

(a)	In General. Except as otherwise provided in Section 10.2(b), a Participant’s Account shall commence to be paid, in the form of payment selected by the Participant in accordance with Section 9.1(c), following his Separation from Service on the date set forth in Section 10.2(c).
(b)	Incentive Deferrals. In the case of a Incentive Deferral that the Participant has elected in accordance with Section 9.1(b) to receive in a specified calendar year, such Incentive Deferral, as adjusted for gains and losses, shall commence to be paid, in the form of payment selected by the Participant in accordance with Section 9.1(c), in January of the calendar year specified by the Participant with respect to such amount; provided, however, that if a Participant’s Separation from Service occurs prior to such commencement date, then such amount shall commence to be paid at the same time as the Participant’s Base Deferrals under Section 10.2(a), in the form of payment selected by the Participant under Section 9.1(c). Any Incentive Deferrals that have commenced to be paid prior to a Separation from Service shall continue to be paid in accordance with the form of payment selected by the Participant under Section 9.1(c).
(c)	Mandatory Six Month Delay. Except as otherwise provided in Sections 10.6(a), (b) and (c), and to the extent required in order to comply with Section 409A of the Code, all payments under this Agreement that are made as a result of a Separation from Service shall commence to be paid within 30 days after the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, after the Participant’s death).

10.3 CHANGE IN CONTROL. Notwithstanding any other provision of this Plan or any Payment Election made by a Participant to the contrary, if a Change in Control occurs and a Participant incurs a Separation from Service during the period beginning on the date of the Change in Control and ending on the second anniversary of the Change in Control, then the remaining amount of the Participant’s vested Account shall be paid to the Participant or his Beneficiary in a single lump sum within 30 days after the first

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business day of the seventh month following the Participant’s Separation from Service (or if earlier, after upon the Participant’s death).

10.4

WITHDRAWAL DUE TO UNFORESEEABLE EMERGENCY. A Participant shall have the right to request, on a form provided by the Committee, an accelerated payment of all or a portion of his Account in a lump sum if he experiences an Unforeseeable Emergency. The Committee shall have the sole discretion to determine, in accordance with the standards under Section 409A of the Code, whether to grant such a request and the amount to be paid pursuant to such request. Payment shall be made within thirty (30) days following the determination by the Committee that a withdrawal will be permitted under this Section 10.4, or such later date as may be required under Section 10.2(c) hereof.

10.5

DELAY OF PAYMENTS UNDER CERTAIN CIRCUMSTANCES. To the extent permitted under Section 409A of the Code, the Committee may, in its sole discretion, delay payment under any of the following circumstances, provided that the Committee treats all payments to similarly situated Participants on a reasonably consistent basis:

(a)

Payments subject to Section 162(m). A payment may be delayed to the extent that the Committee reasonably anticipates that if the payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code. If a payment is delayed pursuant to this Section 10.5(a), then the payment must be made either (i) during the Company’s first taxable year in which the Committee reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) of the Code, or (ii) during the period beginning with the first business day of the seventh month following the Participant’s Separation from Service (the “six month anniversary”) and ending on the later of (x) the last day of the taxable year of the Company in which the six month anniversary occurs or (y) the 15th day of the third month following the six month anniversary. Where any scheduled payment to a specific Participant in a Company’s taxable year is delayed in accordance with this paragraph, all scheduled payments to that Participant that could be delayed in accordance with this paragraph must also be delayed. The Committee may not provide the Participant an election with respect to the timing of the payment under this Section 10.5(a). For purposes of this Section 10.5(a), the term Company includes any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code.

(b)

Federal Securities Laws or Other Applicable Law. A Payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation. For purposes of the preceding sentence, the making of a payment that would cause

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	inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.
(c)	Other Events and Conditions. A payment may be delayed upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

10.6 DISCRETIONARY ACCELERATION OF PAYMENTS. To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan as provided in this Section. The provisions of this Section are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j) and shall be interpreted and administered accordingly.

(a)	Domestic Relations Orders. The Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).
(b)	Conflicts of Interest. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan the to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule).
(c)	Employment Taxes. The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where applicable, on compensation deferred under the Plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 of the Code wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.

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(d)	Limited Cash-Outs. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A of the Code.
(e)	Payment Upon Income Inclusion Under Section 409A. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan at any time the Plan fails to meet the requirements of Section 409A of the Code. The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.
(f)	Certain Payments to Avoid a Nonallocation Year under Section 409(p). Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to prevent the occurrence of a nonallocation year (within the meaning of Section 409(p)(3) of the Code) in the plan year of an employee stock ownership plan next following the plan year in which such payment is made, provided that the amount paid may not exceed 125 percent of the minimum amount of payment necessary to avoid the occurrence of a nonallocation year.
(g)	Payment of state, local, or foreign taxes. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount). Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the participant. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount.
(h)	Certain Offsets. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as satisfaction of a debt of the Participant to the Company (or any

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

	entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the ordinary course of the service relationship between the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) and the Participant, the entire amount of reduction in any of the taxable years of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.
(i)	Bona fide disputes as to a right to a payment. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.
(j)	Plan Terminations and Liquidations. Subject to Section 10.2(c) hereof, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 13.2 hereof.

Except as otherwise specifically provided in this Plan, including but not limited to Section 4.2(b), Section 9.2, this Section 10.6 and Section 13.2 hereof, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Section 409A of the Code.

10.7 ACTUAL DATE OF PAYMENT. To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in this Article 10, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.

ARTICLE 11.BENEFICIARIES; PARTICIPANT DATA

11.1 DESIGNATION OF BENEFICIARIES.

(a) Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant by filing a new designation. However, if the Participant is legally married at the time of his/her death, any

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

designation of a Beneficiary other than the person who is his or her legal spouse at the time of his or her death shall be void, and such legal spouse will be the sole Beneficiary, unless such legal spouse has consented to the designation of such other person as Beneficiary in a written and signed statement. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee or its designee during the Participant’s lifetime.

(b)

In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, then any such benefit payment shall be made to the Participant’s spouse, if then living, but otherwise to the person or persons designated as Beneficiary under the Basic Plan, or, if such person(s) is not then living, to the Participant’s then living descendants, if any, per stirpes, but, if none, to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Committee may rely conclusively upon information supplied by the Participant’s personal representative, executor, or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Committee, in its sole discretion, may cause such payment to be made to the Participant’s estate without liability for any tax or other consequences that might flow therefrom or may take such other action as the Committee deems to be appropriate.

11.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement, or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Company’s or Committee’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Company or Committee shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Company shall not be liable to any person for any payment made in accordance with such law.

ARTICLE 12. ADMINISTRATION

12.1 COMMITTEE. The Company, through the Committee, shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. In general, the Committee shall have the full power, discretion and authority to carry out the provisions of the Plan; in particular, the Committee shall have full discretion to (a) interpret all provisions of the Plan, (b) resolve all questions relating to eligibility for participation in the Plan and the amount in the Account of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (c) resolve all other questions arising under the Plan, including any factual questions and questions of construction, (d) determine all claims for benefits, and (e) take such further action as the

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final, conclusive, and binding on all persons, including the Company, its shareholders, the other members of the Affiliated Group, employees, Participants, and their estates and Beneficiaries. Decisions by the Committee shall be made by majority vote of all members of the Committee. No member of the Committee shall be liable for any act done or determination made in good faith. No member of the Committee who is a Participant in this Plan may vote on matters affecting his/her personal benefit under this Plan, but any such member shall otherwise be fully entitled to act in matters arising out of or affecting this Plan notwithstanding his/her participation herein.

12.2 CLAIMS PROCEDURE.

(a)

Notice of Claim. Any Participant or Beneficiary, or the duly authorized representative of a Participant or Beneficiary, may file with the Committee a claim for a Plan benefit. Such a claim must be in writing on a form provided by the Committee and must be delivered to the Committee, in person or by mail, postage prepaid. Within ninety (90) days (or forty-five (45) days if the claim relates to disability) after the receipt of such a claim, the Committee or its designee shall send to the claimant, by mail, postage prepaid, a notice of the granting or the denying, in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. In no event may the extension exceed ninety (90) days (or thirty (30) days if the claim relates to disability) from the end of the initial period. If such an extension is necessary, the claimant will be given a written notice to this effect prior to the expiration of the initial period. The Committee or its designee shall have full discretion to deny or grant a claim in whole or in part in accordance with the terms of the Plan.

(b)

Action on Claim. The Committee or its designee shall provide to every claimant who is denied a claim for benefits a written notice setting forth, in a manner calculated to be understood by the claimant:

(i)	The specific reason or reasons for the denial;
(ii)	A specific reference to the pertinent Plan provisions on which the denial is based;
(iii)	A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
(iv)	An explanation of the Plan’s claim review procedure and a statement of the Participant’s right to file suit in federal court following a denial upon review; and

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

(v) In the case of a claim involving disability, any additional information required by federal regulations.

(c) Review of Denial. Within sixty (60) days (or one hundred eighty (180) days if the claim relates to disability) after the receipt by a claimant of written notification of the denial (in whole or in part) of a claim, the claimant or the claimant’s duly authorized representative, upon written application to the Committee, delivered in person or by certified mail, postage prepaid, may review pertinent documents and may submit to the Committee, in writing, issues, documents and comments concerning the claim. Upon the Committee’s receipt of a notice of a request for review, the Committee shall review all submitted information, regardless of whether such information was considered as part of the original decision, and shall communicate the decision on review in writing to the claimant. The decision on review shall be written in a manner calculated to be understood by the claimant and shall include the information described in Section 9(b). The decision on review shall be made no later than sixty (60) days (or forty-five (45) days if the claim relates to disability) after the Committee’s receipt of a request for a review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered not later than one hundred twenty (120) days (or ninety (90) days if the claim relates to disability) after receipt of the request for review. If an extension is necessary, the claimant shall be given written notice of the extension by the Committee prior to the expiration of the initial period. Actions under this Section 12.2(c) shall be taken by the full Committee (excluding any members of the Committee who participated in any decision on the initial claim pursuant to Section 12.2(a)).

12.3 COMPLIANCE WITH SECTION 409A. It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or Beneficiaries. This Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Although the Committee shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of deferrals under this Plan is not warranted or guaranteed. Neither the Company, the other members of the Affiliated Group or the Controlled Group, the Board, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant, Beneficiary or other taxpayer as a result of the Plan. Any reference in this Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase “permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount deferred or payable under the Plan to be includible in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of the Code.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

ARTICLE 13. AMENDMENT OR TERMINATION OF PLAN.

13.1

IN GENERAL. The Company reserves the right to amend, terminate or freeze the Plan, in whole or in part, at any time by action of the Board. Moreover, the Committee may amend the Plan at any time in its sole discretion to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law or to implement the provisions of Article 1. In no event shall any such action by the Board or Committee reduce the amounts that have been credited to the Account of any Participant prior to the date such action is taken without the consent of the Participant, unless the Board or the Committee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Section 409A of the Code. To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, modify the rules applicable to Deferral Elections, Payment Elections and Subsequent Payment Elections to the extent necessary to satisfy the requirements of the Uniformed Service Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C. 4301-4334.

13.2

PAYMENTS UPON TERMINATION. In the event that the Plan is terminated, the amounts allocated to a Participant’s Account shall be paid to the Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive benefits hereunder without regard to the termination of the Plan. Notwithstanding the preceding sentence, and to the extent permitted under Section 409A of the Code, the Company, by action taken by its Board, may terminate the Plan and accelerate the payment of the vested Account balances subject to the following conditions (and subject to the additional payment restrictions of Section 10.2(c) hereof):

(a)

Company’s Discretion. The termination does not occur “proximate to a downturn in the financial health” of the Company (within the meaning of Treasury Regulation Section 1.409A-3(j)(4)(ix)), and all other arrangements required to be aggregated with the Plan under Section 409A of the Code are also terminated and liquidated. In such event, the entire vested Account balance shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no earlier than twelve (12) months, and no later than twenty-four (24) months, after the date the Board irrevocably approves the termination of the Plan. Notwithstanding the foregoing, any payment that would otherwise be paid pursuant to the terms of the Plan prior to the twelve (12) month anniversary of the date that the Board irrevocably approves the termination of the Plan shall continue to be paid in accordance with the terms of the Plan. If the Plan is terminated pursuant to this Section 13.2(a), the Company shall be prohibited from adopting a new plan or arrangement that would be aggregated with this Plan under Section 409A of the Code within three (3) years following the date that the Board irrevocably approves the termination and liquidation of the Plan.

(b)

Change in Control. The termination occurs pursuant to an irrevocable action of the Board that is taken within the thirty (30) days preceding or the twelve (12) months following a Change in Control, and all other plans sponsored by the

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

	Company (determined immediately after the Change in Control) that are required to be aggregated with this Plan under Section 409A of the Code are also terminated with respect to each participant therein who experienced the Change in Control (“Change in Control Participant”). In such event, the vested Account balance of each Participant under the Plan and each Change in Control Participant under all aggregated plans shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no later than twelve (12) months after the date that the Board irrevocably approves the termination.
(c)	Dissolution; Bankruptcy Court Order. The termination occurs within twelve (12) months after a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the vested Account balance of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made by the latest of: (A) the end of the calendar year in which the Plan termination occurs, (B) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the first calendar year in which payment is administratively practicable.
(d)	Transition Relief. The termination occurs during calendar year 2008 pursuant to the terms and conditions of the transition relief set forth in Notice 2007-86 and the applicable proposed and final Treasury Regulations issued under Section 409A of the Code. In such event, the vested Account balance of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, subject to the following rules: (i) any payment that would otherwise be paid during 2008 pursuant to the terms of the Plan shall be paid in accordance with such terms, and (ii) any payment that would otherwise be paid after 2009 pursuant to the terms of the Plan shall not be accelerated into 2008.
(e)	Other Events. The termination occurs upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

The provisions of paragraphs (a), (b), (c) and (d) of this Section 13.2 are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j)(4)(ix) and shall be interpreted and administered accordingly. The term “Company” as used in paragraphs (a) and (b) of this Section 13.2 shall include the Company and any entity which would be considered to be a single employer with the Company under Code Sections 414(b) or Section 414(c).

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

ARTICLE 14.MISCELLANEOUS PROVISIONS

14.1 LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:

(a)	Limit in any way the right of the Company to terminate an Eligible Employee’s employment at any time; or
(b)	Be evidence of any agreement or understanding, express or implied, that the Company will employ an Eligible Employee in any particular position or at any particular rate of remuneration.

14.2	INTEREST OF PARTICIPANTS. The obligation of the Company and any other participating member of the Affiliated Group under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company (or, if applicable, the participating members of the Affiliated Group) to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Affiliated Group. Nothing in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the intention of the Affiliated Group that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its and the Affiliated Group’s obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the general creditors of the Company and the other participating members of the Affiliated Group.
14.3	NONALIENATION OF BENEFITS. Except as permitted by the Plan, no right or interest under the Plan of any Participant or Beneficiary shall, without the written consent of the Company, be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation, sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any manner liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and subject to Section 10.6(a) hereof, the Committee shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all of a Participant’s or Beneficiary’s interest under this Plan to an “alternate payee” as defined in Section 414(p) of the Code.
14.4	CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against the Affiliated Group or the officers, employees or directors of the Affiliated Group, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.
14.5	ERISA AND GOVERNING LAW. The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees, as defined in Section 201(2) and 401(a)(1) of ERISA. As such, the Plan is expressly excluded from all, or substantially all, of the provisions of ERISA, including but not limited to Parts 2 and 3 of Title I thereof. None of the statutory rights and protections conferred on participants by ERISA are conferred under the terms of this Plan, except as expressly noted or required by operation of law. To the extent not superseded by federal law, the laws of the State of Ohio shall control in any and all matters relating to the Plan.

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

14.6	SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.
14.7	SUCCESSORS. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.
14.8	ELECTRONIC OR OTHER MEDIA. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Committee may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.
14.9	PARTICIPANTS DEEMED TO ACCEPT PLAN. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Board, the Committee or the Company or the other members of the Affiliated Group, in any case in accordance with the terms and conditions of the Plan.

          IN WITNESS WHEREOF, Scripps Networks Interactive, Inc. has caused this Plan to be executed by its duly authorized officer, this ___day of ___, 2008.

SCRIPPS NETWORKS INTERACTIVE, INC.
 

By:  

Scripps Networks Interactive, Inc. Executive Deferred Compensation Plan

APPENDIX A

PART ONE OF THE PLAN

EX-10.12

Exhibit 10.12

Scripps Networks
Interactive, Inc.
Executive Change in
Control Plan

TABLE OF CONTENTS

		Page
ARTICLE 1.	INTRODUCTION		2
ARTICLE 2.	DEFINITIONS		2
ARTICLE 3.	PLAN PARTICIPATION		5
ARTICLE 4.	ACCELERATION OF VESTING OF EQUITY AWARDS UPON CHANGE IN CONTROL		5
ARTICLE 5.	TERMINATION PAYMENT AND OTHER BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT AFTER CHANGE IN CONTROL		6
ARTICLE 6.	NON-DUPLICATION OF PAYMENTS AND BENEFITS		9
ARTICLE 7.	SOURCE OF PAYMENTS		10
ARTICLE 8.	PLAN ADMINISTRATION AND CLAIMS PROCEDURE		10
ARTICLE 9.	ARBITRATION OF DISPUTES		11
ARTICLE 10.	MISCELLANEOUS PROVISIONS		11

1

ARTICLE 1. INTRODUCTION

Scripps Networks Interactive, Inc., an Ohio corporation (“Company”), adopted the Scripps Networks Interactive, Inc. Executive Change in Control Plan (“Plan”), effective immediately prior to the Distribution Date as defined in the Employee Matters Agreement by and between The E. W. Scripps Company and the Company (the “Effective Date”).

The Plan generally provides for (i) accelerated vesting of outstanding equity awards for covered executives if the Company experiences a change in control and (ii) certain potential termination payments and other benefits for covered executives if their employment terminates under prescribed circumstances after a change in control, all as specifically described in the following provisions of the Plan. The Company believes that it will derive substantial benefits by adopting the Plan because its existence will:

• Allow covered executives to focus on the Company’s business and objectively evaluate any future proposals during potential change in control transactions,

• Assist the Company in attracting and retaining selected executives,

• Provide for greater consistency of protection for selected executives, and

• Avoid problems associated with adopting change in control agreements during any future potential change in control transaction.

ARTICLE 2. DEFINITIONS

2.1	“Board” means the board of directors of the Company.
2.2	“Cause” means:

(a)	Commission of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary;
(b)	Willful failure to perform duties of employment, if such failure has not been cured in all material respects within twenty (20) days after the Company or any subsidiary, as applicable, gives notice thereof; or
(c)	Breach of any material term, provision or condition of employment, which breach has not been cured in all material respects within twenty (20) days after the Company or any subsidiary, as applicable, gives notice thereof.

2.3 “Change in Control” means the occurrence, after the Distribution Date, of any of the following with respect to the Company:

2

(a)

Any Person becomes a Beneficial Owner of a majority of the outstanding Common Voting Shares, $.01 par value, of the Company (or shares of capital stock of the Company with comparable or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the “Trust”) and the trustees thereof, and any Person that is or becomes a party to the Scripps Family Agreement, dated October 15, 1992, as amended currently and as it may be amended from time to time in the future (the “Family Agreement”); or

(b)

Assets of the Company accounting for 90% or more of the Company’s revenues are disposed of pursuant to a merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a controlling interest (defined as owning a majority of the voting power) in the entity surviving such merger or consolidation or acquiring such assets upon such sale or in connection with such plan of liquidation and dissolution).

For purposes of this Section 2.3, “Person” has the meaning provided in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as used in sections 13(d) and 14(d) of the Exchange Act, including a “group” within the meaning of section 13(d) of the Exchange Act; and “Beneficial Ownership” and “Beneficial Owner” have the meanings provided in Rule 13d-3 promulgated under the Exchange Act.

2.4	“Code” means the Internal Revenue Code of 1986, as amended.
2.5	“Committee” means the Board’s Compensation Committee.
2.6	“Company” means Scripps Networks Interactive, Inc., an Ohio corporation, and any successor.
2.7	“Covered Executive” means an employee of the Company who is employed as an executive and who is listed in Appendix A at the time of a Change in Control.
2.8	“Disability” means a Covered Executive’s termination or suspension of employment accompanied by his/her actual receipt of a Disability Retirement Benefit under the Pension Plan or a Disability Benefit under the Long Term Disability Income Plan. A Covered Executive will be deemed to be in actual receipt of the aforementioned benefits during any waiting period, of up to six (6) months duration, that is a prerequisite for the commencement of benefit payments.
2.9	“Good Reason” means any of the following actions on or after a Change in Control, without the Covered Executive’s consent:

(a) A material diminution in a Covered Executive’s annual salary or target annual incentive opportunity below the amount of annual salary or target

3

annual incentive opportunity in effect immediately prior to such Change in Control;

(b)	A material diminution in a Covered Executive’s authority, duties, or responsibilities as compared to his or her authority, duties, or responsibilities immediately prior to such Change in Control;
(c)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Covered Executive is required to report, including a requirement that the Covered Executive report to a corporate officer or employee instead of reporting directly to the Board;
(d)	A material diminution in the budget over which a Covered Executive retains authority as compared to the budget over which he or she had authority immediately prior to such Change in Control;
(e)	A material change in geographic location at which a Covered Executive is principally employed as compared to the geographic location immediately prior to such Change in Control; or
(f)	The Company’s (or successor’s) material breach of this Plan or of any material term, provision or condition of employment of a Covered Executive, unless the Covered Executive’s employment is terminated for Cause within the applicable cure period set forth below.

A termination of a Covered Executive’s employment by a Covered Executive shall not be deemed to be for Good Reason unless (1) the Covered Executive gives notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (2) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (3) Executive’s “separation from service” within the meaning of Section 409A of the Code occurs not later than ninety (90) days after such event or condition initially occurs or exists (or, if earlier, the last day of the 24-month period following a Change in Control).

2.10	“Retirement” means a Covered Executive’s termination of employment accompanied by his/her actual receipt of a Normal Retirement Benefit or Early Retirement Benefit under the Pension Plan.
2.11	“Long Term Disability Income Plan” means the employee benefit plan of that name sponsored by the Company, including any amended, restated or successor version of that plan.
2.12	“Pension Plan” means the tax-qualified employee pension plan of that name sponsored by the Company (or in which the Company is a participating company), including any amended, restated or successor version of that plan. “Supplemental Executive Retirement Plan” means the non-tax-qualified excess retirement plan sponsored by the Company (or in which the Company is

4

a participating company), including any amended, restated or successor version of that plan.

2.13	“Termination Payment” is the payment described in Section 5.2 to which a Covered Executive may become entitled following termination of his/her employment under the circumstances described in Section 5.1.
2.14	In addition to the foregoing, certain other terms of more limited usage are defined in other Articles of the Plan. All terms defined in the Plan are designated with initial capital letters.
2.15	Whenever appropriate, words used herein in the singular may be read as the plural and the plural may be read as the singular. Unless otherwise clear from the context, words used herein in the masculine shall also be deemed to include the feminine.

ARTICLE 3. PLAN PARTICIPATION

An individual must be a Covered Executive in order to participate in the Plan. The names of all Covered Executives are listed in Appendix A. Subject to approval or ratification by the Board, the Committee may revise Appendix A at any time(s) by adding or deleting names (or changing Termination Pay Multiples, as described in Section 5.2(c)), provided that the deletion of any name (or reduction of any Termination Pay Multiple) shall require sixty (60) days’ advance written notice to each affected Covered Executive. Only those employees listed in Appendix A at the time of a Change in Control are eligible to receive any rights, termination payment or other benefits under the Plan.

ARTICLE 4. ACCELERATION OF VESTING OF EQUITY AWARDS UPON CHANGE IN CONTROL

Upon a Change in Control, all outstanding equity awards of a Covered Executive, including but not limited to any incentive or nonqualified stock options, stock appreciation rights in tandem with or independent of options (“SARs”), restricted or nonrestricted share awards, restricted stock units and performance units, shall immediately vest and not be subject to forfeiture, with all vested stock options and SARs (including those vesting pursuant to this Article 5) remaining exercisable for the remainder of their original terms.

5

ARTICLE 5. TERMINATION PAYMENT AND OTHER BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT AFTER CHANGE IN CONTROL

5.1

Eligibility for Termination Payment. A Covered Executive will be entitled to receive a Termination Payment (described in Section 5.2) if, within twenty-four (24) months after a Change in Control, his/her employment with the Company is terminated either (i) by the Company without Cause, or (ii) by the Covered Executive for Good Reason. Notwithstanding the foregoing, a Covered Executive will not be entitled to any Termination Payment if his/her termination of employment is (i) of his/her own initiative for any reason other than Good Reason, or (ii) on account of his/her Retirement, Disability or death. A Termination Payment is in lieu of any further salary, bonus, annual incentive or other payments to a Covered Executive for periods subsequent to the date of his/her termination of employment; but the Covered Executive still will retain any and all of his/her vested rights under the Company’s employee pension and benefit plans and arrangements, including, without limitation, the Pension Plan and the Supplemental Executive Retirement Plan.

5.2

Amount of Termination Payment. A Covered Executive’s Termination Payment is a cash lump sum equal to the amount computed by multiplying (i) the sum of his/her Base Salary plus Annual Incentive, by (ii) his/her Termination Pay Multiple. A Covered Executive’s Termination Payment will be paid by the Company within thirty (30) days following his/her termination of employment.

As used herein, the following terms have the following meanings:

(a)	“Base Salary” means a Covered Executive’s highest annualized rate of basic salary in effect at any time during the then current partial calendar year, if applicable, and three (3) full prior calendar years preceding his/her termination of employment;
(b)	“Annual Incentive” means the higher of (i) a Covered Executive’s target annual incentive in the then partial calendar year, if applicable, of his/her termination of employment, or (ii) his/her highest actual annual incentive earned in the three (3) full prior calendar years preceding his/her termination of employment under an annual incentive plan sponsored by the Company or any comparable plans of The E. W. Scripps Company (and annualized in the case of any pro rata annual incentive earned for a partial calendar year); and
(c)	“Termination Pay Multiple” is the number set forth beside a Covered Executive’s name in Appendix A under the column so named Termination Pay Multiple.

5.3 Other Benefit Coverage. If a Covered Executive qualifies for a Termination Payment under Section 5.1, his/her Benefit Coverage shall be continued for the

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Maximum Benefit Period or, if less, until the Covered Executive obtains full-time employment providing benefits substantially similar to his/her Benefit Coverage. To receive such Benefit Coverage, the Covered Executive must continue to pay the same percentage of the total benefit premiums or contributions required from similarly situated executive employees at the time of the Covered Executive’s termination of employment (or, if materially less, at the time of the prior Change in Control).

As used herein, the following terms have the following meanings:

(a)

“Benefit Coverage” means the medical, dental, disability, life and accidental death insurance benefits which the Covered Executive and his/her eligible dependents, if any, were receiving at the time of his/her termination of employment (or, if materially greater, at the time of the prior Change in Control); and

(b)

“Maximum Benefit Period” is the number of months following the Covered Executive’s termination of employment equal to twelve (12) times his/her Termination Pay Multiple. The Maximum Benefit Period automatically shall end if a Covered Executive dies, but only with respect to his/her own coverage, with coverage of any eligible dependent(s) continuing as though the Covered Executive had not died so long as all required employee premiums or contributions continue to be paid by the eligible dependent(s).

5.4	Pension Enhancement. If a Covered Executive qualifies for a Termination Payment under Section 5.1, he/she will receive a cash lump sum equal to the actuarially determined value of a Pension Enhancement. The Pension Enhancement will be paid by the Company at the same time as the Termination Payment.
	“Pension Enhancement” is the difference in the present value of the following:

(a)	The actual pension the Covered Executive is entitled to receive under the Pension Plan and the Supplemental Executive Retirement Plan based upon his/her actual age and years of credited service at the time of his/her termination of employment; and
(b)	The assumed pension the Covered Executive would be entitled to receive under the Pension Plan and the Supplemental Executive Retirement Plan if his/her age and years of credited service at the time of his/her termination of employment were increased by a number equal to his/her Termination Pay Multiple.

In calculating the Pension Enhancement, the same actuarial assumptions and factors shall be used as are prescribed under the Pension Plan for computing lump sum benefit payments.

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5.5	Gross-Up Payment. If a Covered Executive qualifies for a Termination Payment under Section 5.1, he/she also shall be entitled to a Gross-Up Payment, if applicable. “Gross-Up Payment” is the lump sum benefit payment hereinafter described in this Section 5.5.
	If it is determined (as hereinafter provided) that any payment, benefit or distribution to or for such Covered Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or otherwise pursuant to or by reason of any other agreement, policy, plan, program, arrangement or similar right (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provision thereto), or any interest or penalties with respect to such excise tax (such tax, together with any such interest and penalties, hereafter collectively referred to as the “Excise Tax”), then the Covered Executive shall be entitled to receive a cash lump sum Gross-Up Payment(s) in an amount such that, after payment by the Covered Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment(s), the Covered Executive retains an amount of the Gross-Up Payment(s) equal to the Excise Tax imposed upon the Payments. The Gross-Up Payment, if any, shall be paid in full to the Covered Executive at the same time as any Payment (or first installment thereof) subject to the Excise Tax is paid or provided to the Covered Executive; provided that the Company, in its sole discretion, may withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Covered Executive, all or any portion of any Gross-Up Payment, and the Covered Executive consents to such withholding.
	All determinations required to be made under this Section 5.5, including whether an Excise Tax is payable by the Covered Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the “Firm”) (which may be the Company’s independent auditor) selected by the Company in its sole discretion. The Firm shall submit its determination and detailed supporting calculations to the Covered Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Covered Executive and that a Gross-Up Payment is required, the Company shall pay the Covered Executive the required Gross-Up Payment as provided herein. If the Firm determines that no Excise Tax is payable by the Covered Executive, it shall, at the same time it makes such determination, furnish the Covered Executive with an opinion stating that he/she has substantial authority not to report any Excise Tax on his/her federal income tax return. Any determination by the Firm as to the amount of the Gross-Up Payment shall be binding upon the Covered Executive and the Company. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code (or any successor provision thereto) at the time of the initial determination by the Firm hereunder, it is possible that the Company may fail to pay a Gross-Up Payment which should have been paid (an “Underpayment”). If the Covered

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Executive thereafter is required to make a payment of any Excise Tax, the Firm shall determine the amount of the Underpayment, if any, that has occurred and submit its determination and detailed supporting calculations to the Covered Executive and the Company as promptly as possible. Any such Underpayment shall be promptly paid by the Company to the Covered Executive, or for his/her benefit, within thirty (30) days of receipt of such determination and calculations.

The Covered Executive and the Company shall each provide the Firm access to and copies of any books, records or documents in the possession of the Company or the Covered Executive, as the case may be, reasonably requested by the Firm, and shall each otherwise cooperate with the Firm in connection with the preparation and issuance of the determinations contemplated by this Section 5.5. The fees and expenses of the Firm that are incurred at any time from the date of this Plan through 10th anniversary of the date of the Change in Control for services in connection with the determinations and calculations contemplated by this Section 5.5 shall be paid by the Company. The Company shall pay such fees and expenses not later than the end of the calendar year following the calendar year in which the related work is performed or the expenses are incurred by the Firm. The amount of such fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the fees and expenses that the Company is obligated to pay in any other calendar year, and the Covered Executive’s right to have the Company pay such fees and expenses may not be liquidated or exchanged for any other benefit.

Notwithstanding any other provision of this Section 5.5 to the contrary, and in order to comply with Section 409A of the Code, the Company and the Covered Executive shall take all steps reasonably necessary to ensure that any Gross-Up Payment, Underpayment or other payment or reimbursement made to the Covered Executive pursuant to this Section 5.5 will be paid or reimbursed on the earlier of (i) the date specified for payment under this Section 5.5, or (ii) December 31st of the year following the year in which the applicable taxes are remitted or, in the case of reimbursement of expenses incurred due to a tax audit or litigation to which there is no remittance of taxes, the end of the calendar year following the year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

ARTICLE 6. NON-DUPLICATION OF PAYMENTS AND BENEFITS

Notwithstanding any contrary provision of the Plan, there shall be no duplication of rights, payments and benefits under the Plan with rights, payments and benefits granted to a Covered Employee, in the event of a Change in Control or upon termination of his/her employment after a Change in Control, under any other agreement, plan or arrangement (“Alternate Plan”). In order to prevent such duplication, if the Covered Executive is entitled to payments or benefits under Article 5 upon termination of employment, the Covered Executive shall not be entitled to any severance pay or benefits under any Alternate Plan unless otherwise specifically provided therein in a

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specific reference to this Plan. Notwithstanding the foregoing, any payments due under the Executive Annual Incentive Plan upon a Covered Executive’s termination of employment shall be in addition to (and shall not be considered duplicative of) any payments or benefits provided under this Plan.

ARTICLE 7. SOURCE OF PAYMENTS

All payments required under the terms of the Plan shall be paid in cash from the general assets of the Company. A Covered Executive shall have the status of a general creditor of the Company with respect to any and all claims for payments under the Plan.

ARTICLE 8. PLAN ADMINISTRATION AND CLAIMS PROCEDURE

8.1

Plan Administration. The Plan shall be administered by the Committee and/or its designee(s). The Committee shall have rights, powers and duties with respect to the Plan that are comparable to those granted to the designated pension board under the Pension Plan. Without limiting the generality of the foregoing, the Committee has full authority to (i) interpret Plan, (ii) determine all questions relating to the rights and status of Covered Executives and their Termination Payments, Benefit Coverage, Pension Enhancements and Gross-Up Payments, and (iii) make such rules and regulations for the administration of the Plan as are not inconsistent with its express terms and provisions. This provision is included in the Plan for the express purpose of giving and granting to the Committee the maximum discretionary authority possible under Firestone Tire and Rubber Company v. Bruch, 489 U.S. 101 (1989). Decisions by the Committee shall be made by majority vote of all members of the Committee.

8.2

Claims Procedure. If any Covered Executive’s claim for payments or benefits under the Plan is denied, the Committee shall cause a written notice to be sent to the Covered Executive setting forth the specific reasons for the denial, specific reference to the provisions of the Plan on which the denial is based, a description of any material or information necessary to perfect the denied claim (together with an explanation of why such material or information is necessary), and an explanation of the review procedure described below. Within sixty (60) days after receipt of such notice of denial from the Committee, the Covered Executive, or his/her duly authorized representative, may request a review of the denied claim by written application to the Committee. In connection with such request for review, the Covered Executive, or his/her duly authorized representative, shall be entitled to review any and all documents pertinent to the claim or its denial and also shall be entitled to submit issues and comments in writing. The decision of the Committee upon such review shall be made not later than sixty (60) days after the receipt of such request for review, unless special circumstances shall 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 the Committee’s receipt of the request for review. The decision of the

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Committee upon review of the denied application shall be in writing and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. All written communications from the Committee under this Section 8.2 shall be written in a manner calculated to be understood by the recipient.

ARTICLE 9. ARBITRATION OF DISPUTES

Any controversy or claim arising out of or relating to the Plan that cannot be resolved pursuant to Section 9.2 shall be settled by binding arbitration in the City of Cincinnati, Ohio, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining in such city; and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court in Hamilton County, Ohio having jurisdiction thereof. The arbitrator or arbitrators shall have powers to issue mandatory orders and restraining orders in connection with such arbitration. Neither the Company nor a Covered Executive shall be liable for punitive or exemplary damages. Each party shall be responsible for its/his/her own costs and expenses (including attorneys’ fees). The federal and state courts in Hamilton County, Ohio shall have exclusive jurisdiction with respect to the entry of judgment upon any arbitration award hereunder or the granting of any order; and such courts shall have exclusive jurisdiction with respect to any other controversy or claim arising out of or relating to the Plan that may properly be brought therein if the provisions herein mandating arbitration are held to be unenforceable.

ARTICLE 10. MISCELLANEOUS PROVISIONS

10.1

ERISA and Governing Law. The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees, as defined in Section 201(2) and 401(a)(1) of the Employee Retirement Security Act of 1974, as amended (“ERISA”). As such, the Plan is expressly excluded from all, or substantially all, of the provisions of ERISA, including but not limited to Parts 2 and 3 of Title I thereof. None of the statutory rights and protections conferred on participants by ERISA are conferred under the terms of this Plan, except as expressly noted or required by operation of law. To the extent not superseded by federal law, the laws of the State of Ohio shall control in any and all matters relating to the Plan.

10.2

Benefits Are Nonassignable. No right, payment or benefit under the Plan may be pledged, assigned, anticipated or alienated in any way by any Covered Executive. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. “Company” means the Company as hereinbefore defined and any successor to

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	its business and/or assets as aforesaid that assumes and agrees to perform this Plan by operation of law or otherwise.
10.3	Amendment, Suspension or Termination of Plan. The Company hereby reserves the right and power to amend, suspend or terminate the Plan, in whole or in part, at any time and from time to time; provided, however, that any action taken after a Change in Control or within sixty (60) days prior to a Change in Control cannot materially adversely affect the rights, payments or benefits of any employee who then is a Covered Executive without his/her express written consent. All actions pursuant to this Section 10.3 shall be set forth in a written instrument adopted by the Committee and approved or ratified by the Board.
10.4	No Guarantee Of Employment. Nothing contained in the Plan shall be construed as a contract of employment between the Company or any Covered Executive, or as a right of any Covered Executive to continue in the employment of the Company, or as a limitation of the right of the Company to discharge any Covered Executive, with or without cause, at any time.
10.5	Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.
10.6	Section 409A of the Code.

(a) Section 409A of the Code (“Section 409A”) imposes payment restrictions on “separation pay” (i.e., payments owed to a Covered Executive upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to the Covered Executive, including immediate taxation, interest and a 20% penalty tax. It is the Company’s intent that this Plan be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Plan are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A of the Code, to the maximum extent possible. If neither of these exceptions applies, then notwithstanding any provision in this Plan to the contrary:

(i) All amounts that would otherwise be paid or provided during the first six months following the date of termination shall instead be accumulated through and paid or provided (together with interest on any delayed payment at the applicable federal rate under the Code), on the first business day following the six-month anniversary of the Covered Executive’s termination of employment.

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(ii) Any expense eligible for reimbursement must be incurred, or any entitlement to a benefit must be used, during the applicable expense reimbursement or benefit continuation period provided in this Plan. The amount of the reimbursable expense or benefit to which a Covered Executive is entitled during a calendar year will not affect the amount to be provided in any other calendar year, and a Covered Executive’s right to receive the reimbursement or benefit is not subject to liquidation or exchange for another benefit. Provided the requisite documentation is submitted, the Company will reimburse the eligible expenses on or before the last day of the calendar year following the calendar year in which the expenses were incurred.

(b) For purposes of this Plan, “termination of employment” or words or phrases to that effect shall mean a “separation from service” within the meaning of Section 409A.

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APPENDIX A

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EX-10.20

Exhibit 10.20

Scripps Networks Interactive, Inc.
Employee Stock Purchase Plan

Section 1 — Purpose; Effective Date

          The Scripps Networks Interactive, Inc. Employee Stock Purchase Plan is (a) adopted by the Board of Directors of Scripps Networks Interactive, Inc. (the “Company”) effective immediately prior to the Distribution Date, as defined in the Employee Matters Agreement by and between The E. W. Scripps Company and Scripps Networks Interactive, Inc. (the “Effective Date”), and (b) approved effective as of the Effective Date by The E. W. Scripps Company, as sole shareholder of the Company. The Plan is established for the general benefit of the Employees of the Company and of certain of its Subsidiaries. The purpose of the Plan is to facilitate the purchase of Shares by Eligible Employees through payroll deductions and is intended as an employment incentive and to encourage ownership of Shares.

          The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code.

Section 2 — Definitions

a.   “Act” shall mean the Securities Act of 1933.

b.   “Administrator” shall mean the Senior Vice President, Human Resources of the Company, subject to the general control of, and superseding action by, the Board.

c.   “Agent” shall mean the bank, brokerage firm, financial institution, or other entity or person(s) engaged, retained or appointed to act as the agent of the Employer and of the Participants under the Plan.

d.   “Board” shall mean the Board of Directors of the Company.

e.   “Closing Value” shall mean, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

f.   “Code” shall mean the Internal Revenue Code of 1986, as amended and currently in effect, or any successor body of federal tax law.

g.   “Company” shall mean Scripps Networks Interactive, Inc., including any successor thereto.

h.   “Compensation” shall mean regular base salary or wages, shift differential, commissions (as paid) and draw actually received as of a particular pay date, including any amounts not paid to an Employee pursuant to an election under Code Sections 125 and 401(k). Compensation shall not include any deferred compensation, bonuses, overtime, severance or dismissal pay, cost-of-living allowances, or any extraordinary pay, or any compensation after an Employee’s last day of work except for purposes of Section 8 b. hereof.

i.   “Designated Subsidiaries” shall mean each Subsidiary, unless specifically excluded from participation in the Plan by the Board.

j.   “Effective Date” has the meaning given that term in Section 1.

k.   “Eligible Employee” means any Employee who (1) is regularly scheduled to work at least twenty (20) hours per week, and (2) is customarily employed for at least five (5) months each calendar year.

l.   “Employee” means any person who performs services as a common law employee of an Employer, and does not include “leased employees,” as that term is defined under Code Section 414(n), or other individuals providing services to an Employer in a capacity as an independent contractor.

m.   “Employer” means, individually and collectively, the Company and the Designated Subsidiaries.

n.   “Enrollment Period” shall mean the one (1) month period ending on the 15^th day of the calendar month preceding an Offering Period during which Eligible Employees may elect to participate in the Plan with respect to such Offering Period, i.e., for the first quarter of a year, the Enrollment Period would be November 15 through December 15.

o.   “Offering Period” shall mean the one (1) calendar quarter period during which Participants in the Plan authorize payroll deductions to fund the purchase of Shares on their behalf under the Plan. The first Offering Period shall commence on the date specified by the Company in its sole discretion (but in any event after the separation of the Company from The E. W. Scripps Company).

p.   “Participant” means any Eligible Employee who has elected to participate in the Plan for an Offering Period by authorizing payroll deductions and entering into a written subscription agreement with an Employer or the Administrator during the Enrollment Period for such Offering Period.

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q.   “Plan” shall mean the Scripps Networks Interactive, Inc. Employee Stock Purchase Plan.

r.   “Plan Account” shall mean the individual account established by the Agent for each Participant for purposes of accounting for and/or holding each Participant’s Shares, dividends and distributions.

s.   “Plan Year” shall mean the calendar year.

t.   “Purchase Price” shall mean, for each Share purchased in accordance with Section 4 hereof, an amount equal to the lesser of (1) ninety percent (90%) of the Closing Value of a Share on the first Trading Day of each Offering Period, or the earliest date thereafter as is administratively feasible (which for Plan purposes shall be deemed to be the date the right to purchase such Shares was granted to each Eligible Employee who is, or elects to become, a Participant); or (2) ninety percent (90%) of the Closing Value of such Share on the last Trading Day of the Offering Period, or the earliest date thereafter as is administratively feasible (which for Plan purposes shall be deemed to be the date each such right to purchase such Shares was exercised).

u.   “Shares” means the Class A common shares of the Company.

v.   “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise may be defined in Code Section 424).

w.   “Trading Day” shall mean a day on which national stock exchanges and The New York Stock Exchange are open for trading.

Section 3 — Eligible Employees

          a.   In General.  Participation in the Plan is voluntary. All Eligible Employees of an Employer are eligible to participate in the Plan. Each Eligible Employee who is a Participant shall have the same rights and privileges as every other Eligible Employee who is a Participant, and only Eligible Employees of an Employer satisfying the applicable requirements of the Plan will be entitled to be a Participant.

          b.   Limitations on Rights.  An Employee who otherwise is an Eligible Employee shall not be entitled to purchase Shares under the Plan if (1) such purchase would cause such Eligible Employee to own Shares (including any Shares which would be owned if such Eligible Employee purchased all of the Shares made available for purchase by such Eligible Employee under all purchase rights then held by such Eligible Employee, whether or not then exercisable) representing five percent (5%) or more of the total combined voting power or value of each class of stock of the Company or any Subsidiary; or (2) such purchase would cause such Eligible Employee to have rights to purchase more than $25,000 of Shares under the Plan (and under all employee stock purchase plans of

3

the Company and its Subsidiary corporations which qualify for treatment under Section 423 of the Code) for any calendar year in which such rights are outstanding (based on the Closing Value of such Shares, determined as of the date such rights are granted and can first be exercised hereunder). For purposes of clause (1) of this paragraph b., the attribution rules set forth in Section 424(d) of the Code and related regulations shall apply. For purposes of applying the $25,000 limitation, the number of Shares covered by one right may not be carried over to any other right.

Section 4 — Enrollment and Offering Periods

          a.   Enrolling in the Plan.  To participate in the Plan, an Eligible Employee must enroll in the Plan. Enrollment for a given Offering Period will take place during the Enrollment Period for such Offering Period.

          b.   The Three-Month Offering Period.  Any Employee who is an Eligible Employee and who desires to purchase Shares hereunder must file with the Administrator or Employer an authorization for payroll deduction and a subscription agreement during an Enrollment Period. Such authorization shall be effective for the Offering Period immediately following such Enrollment Period. Each Offering Period shall last for three (3) calendar months, commencing on the first day (or the First Trading Day) of the calendar quarter and ending on the last day (or the last Trading Day) of the calendar quarter. There shall be four (4) Offering Periods each Plan Year during the term of this Plan. On the first day (or the First Trading Day) of each Offering Period each Participant shall be granted the right to purchase Shares under the Plan and such right shall last only for three (3) months, i.e., it shall expire at the end of the Offering Period for which it was granted.

          c.   Changing Enrollment.  The offering of Shares pursuant to the Plan shall occur only during an Offering Period and shall be made only to Participants. Once an Eligible Employee is enrolled in the Plan, the Administrator or Employer will inform the Agent of such fact. Once enrolled, a Participant shall continue to participate in the Plan for each succeeding Offering Period until he or she terminates his or her participation by revoking his or her payroll deduction authorization or ceases to be an Eligible Employee. Once a Participant has elected to participate under the Plan, that Participant’s payroll deduction authorization and subscription agreement shall apply to all subsequent Offering Periods unless and until the Participant ceases to be an Eligible Employee, modifies or terminates said authorization and/or agreement or withdraws from the Plan. If a Participant desires to change his or her rate of contribution, he or she may do so effective for the next Offering Period by filing a new authorization for payroll deduction and/or subscription agreement with the Administrator or Employer during the Enrollment Period immediately preceding such Offering Period, in accordance with rules and procedures established by the Administrator.

Section 5 — Term of Plan

          Unless sooner terminated by the Board or as otherwise provided herein, the Plan shall terminate upon the tenth anniversary of the Effective Date.

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Section 6 — Number of Shares to Be Made Available

          The total number of Shares made available for purchase by Participants under the Plan is 600,000, which may be authorized but unissued shares, treasury shares, or shares purchased by the Plan in the open market. The provisions of Section 9 b. shall control in the event the number of Shares to be purchased by Participants during any Offering Period exceeds the number of Shares available for sale under the Plan. If all of the Shares authorized for sale under the Plan have been sold, the Plan shall either be continued through additional authorizations of Shares (such authorizations must, however, comply with Section 17 hereof), or shall be terminated in accordance with Section 17 hereof.

Section 7 — Use of Funds

          All payroll deductions received or held by an Employer under the Plan may be used by the Employer for any corporate purpose, and the Employer shall not be obligated to segregate such payroll deductions. Any amounts held by an Employer or other party holding amounts in connection with or as a result of payroll withholding made pursuant to the Plan and pending the purchase of Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the Employer or other party by the Participants.

Section 8 — Amount of Contribution; Method of Payment

          a.   Payroll Withholding.  Except as otherwise specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll withholding. The withholding shall be in increments of one percent (1%). The minimum withholding permitted shall be an amount equal to one percent (1%) of a Participant’s Compensation and the maximum withholding shall be an amount equal to ten percent (10%) of a Participant’s Compensation. In any event, the total withholding permitted to be made by any Participant for a Plan Year shall be limited to the sum of $22,500. The actual percentage of Compensation to be deducted shall be specified by a Participant in his or her authorization for payroll withholding. Participants may not deposit any separate cash payments into their Plan Accounts.

          b.   Application of Withholding Rules.  Payroll withholding will commence with the first paycheck issued during the Offering Period and will continue with each paycheck throughout the entire Offering Period, except for pay periods for which such Participant receives no compensation (e.g., uncompensated personal leave, leave of absence, etc.). A pay period which overlaps Offering Periods will be credited in its entirety to the Offering Period in which it is paid. Payroll withholding shall be retained by the Employer or other party responsible for making such payment to the Participant, until applied to the purchase of Shares as described in Section 9 and the satisfaction of any

5

related federal, state or local withholding obligations (including any employment tax obligations), or until returned to such Participant in connection with a withdrawal from the Plan or a revocation of authorization described in Section 13.

          At the time the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of, Participants must make adequate provision for the Employer’s federal, state, local or other tax withholding obligations (including employment taxes), if any, which arise upon the purchase or disposition of the Shares. At any time, the Employer may, but shall not be obligated to, withhold from each Participant’s Compensation the amount necessary for the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares by the Participant. Each Participant, as a condition of participating under the Plan, shall agree to bear responsibility for all federal, state, and local income taxes required to be withheld from his or her Compensation as well as the Participant’s portion of FICA (both the OASDI and Medicare components) with respect to any Compensation arising on account of the purchase or disposition of Shares. The Employer may increase income and/or employment tax withholding on a Participant’s Compensation after the purchase or disposition of Shares in order to comply with federal, state and local tax laws, and each Participant shall agree to sign any and all appropriate documents to facilitate such withholding.

Section 9 — Purchasing, Transferring Shares

          a.     Maintenance of Plan Account.  Upon enrollment in the Plan by a Participant and upon receipt by the Agent of such data as it requires, the Agent shall establish a Plan Account in the name of such Participant. At the close of each Offering Period, the aggregate amount deducted during such Offering Period by the Employer from a Participant’s Compensation (and credited to a non-interest-bearing account maintained by the Employer or other party for bookkeeping purposes) will be communicated by the Employer to the Agent and shall thereupon be credited by the Agent to such Participant’s Account (unless the Participant has given written notice to the Administrator of his or her withdrawal or revocation of authorization, prior to the date such communication is made), except that the amount credited to the account of each Eligible Employee of this Plan as of the Effective Date who was a participant in The E.W. Scripps Company Employee Stock Purchase Plan immediately prior to the Effective Date shall be transferred to the Scripps Networks, Inc. Employee Stock Purchase Plan and credited to Plan Account established on his or her behalf under this Plan as of the Effective Date. As of the last day of each Offering Period, or as soon thereafter as is administratively feasible, the Agent will automatically purchase Shares on behalf of each Participant with respect to those amounts reported to the Agent by the Administrator or Employer as creditable to that Participant’s Plan Account. On the date of purchase of such Shares, the amount then credited to the Participant’s Plan Account for the purpose of purchasing Shares hereunder will be divided by the Purchase Price and there shall be transferred to the Participant’s Plan Account by the Agent the number of full and fractional Shares which results.

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          b.     Insufficient Number of Available Shares.  In the event the number of Shares to be purchased by Participants during any Offering Period exceeds the number of Shares available for sale under the Plan, the number of Shares actually available for sale hereunder shall be limited to the remaining number of Shares authorized for sale under the Plan and shall be allocated in accordance with the Company’s instructions by the Agent among the Participants in proportion to each Participant’s Compensation during the Offering Period over the total Compensation of all Participants during the Offering Period. Any excess amounts withheld and credited to Participants’ Accounts then shall be returned to the Participants as soon as is administratively feasible.

          c.     Handling Excess Shares.  In the event that the number of Shares which would be credited to any Participant’s Plan Account in any Offering Period exceeds the limit specified in Section 3 b. hereof, such Participant’s Account shall be credited with the maximum number of Shares permissible, and the remaining amounts will be refunded in cash as soon as administratively practicable.

          d.     Status Reports.  Statements of each Participant’s Plan Account shall be given to participating Employees at least quarterly. The statements shall set forth the Purchase Price and the number of Shares purchased. The Agent shall hold in its name, or in the name of its nominee, all Shares so purchased and allocated. No certificate will be issued to a Participant for Shares held in his or her Plan Account unless he or she so requests in writing or unless such Participant’s active participation in the Plan is terminated due to death, disability, separation from service or retirement.

          e.     In-Service Share Distributions.  A Participant may request that a certificate for all or part of the full Shares held in his or her Plan Account be sent to him or her after the relevant Shares have been purchased and allocated. All such requests must be submitted to the Agent. No certificate for a fractional Share will be issued; the fair value of fractional Shares, as determined pursuant to the Plan on the date of withdrawal of all Shares credited to a Participant’s Plan Account, shall be paid in cash to such Participant. The Plan may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued prior to the date active participation in the Plan ceases; such charge shall be paid by the Participant to the Administrator or Employer prior to the date any distribution of a certificate evidencing ownership of such Shares occurs.

Section 10 — Dividends and Other Distributions

          a.     Reinvestment of Dividends.  Cash dividends and other cash distributions received by the Agent on Shares held in its custody hereunder will be credited to the Plan Accounts of individual Participants in accordance with their interests in the Shares with respect to which such dividends or distributions are paid or made, and will be applied, as soon as practical after the receipt thereof by the Agent, to the purchase in the open market or otherwise at prevailing market prices of the number of whole and fractional Shares capable of being purchased with such funds (after deduction of any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost

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payable in connection with the purchase of such shares and not otherwise paid by the Employer).

          b.     Shares to Be Held in Agent’s Name.  All purchases of Shares made pursuant to this Section will be made in the name of the Agent or its nominee, shall be held as provided in Section 9 hereof, and shall be transferred and credited (to the nearest one one-thousandth of a share) to the Plan Account(s) of the individual Participant(s) to which such dividends or other distributions were credited. Dividends paid in the form of Shares will be allocated by the Agent, as and when received, with respect to Shares held in its custody hereunder to the Plan Accounts of individual Participants (to the nearest one one-thousandth of a share) in accordance with such Participants’ interests in such Shares with respect to which such dividends were paid. Property, other than Shares or cash, received by the Agent as a distribution on Shares held in its custody hereunder, shall be sold by the Agent for the accounts of the Participants, and the Agent shall treat the proceeds of such sale in the same manner as cash dividends received by the Agent on Shares held in its custody hereunder.

          c.     Tax Responsibilities.  The automatic reinvestment of dividends under the Plan will not relieve a Participant (or Eligible Employee with a Plan Account) of any income or other tax which may be due on or with respect to such dividends. The Agent shall report to each Participant (or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan Account.

Section 11 — Voting of Shares

          A Participant shall have no interest or voting right in any Shares until such Shares have been actually purchased by the Agent in the Participant’s behalf. Shares held for a Participant (or Eligible Employee with a Plan Account) in his or her Plan Account will be voted in accordance with the Participant’s (or Eligible Employee’s) express written directions. In the absence of any such directions, such Shares will not be voted.

Section 12 — Sale of Shares

          Subject to the provisions of Section 19, a Participant may at any time, and without withdrawing from the Plan, by giving notice to the Agent, direct the Agent to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice on which the Participant’s signature is guaranteed by a bank or trust company, the Agent shall, as soon as practicable after receipt of such notice, sell such Shares in the marketplace at the prevailing market price and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant.

Section 13 — Withdrawals from the Plan and Revocations

          a.     General Rule.  A Participant may at any time, by giving written notice to the Administrator or Employer, withdraw from the Plan or, without withdrawing from the

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Plan but by giving written notice to the Administrator or Employer, revoke his or her authorization for payroll deduction for the Offering Period in which such revocation is made.

          b.     Refund of Amounts Not Used to Purchase Shares.  At the time of any withdrawal or revocation under this Section, any amount deducted from payroll which has not previously been used to purchase Shares will be used to purchase Shares in accordance with Section 9a.

          c.     Withdrawal of Shares.  Upon any withdrawal from the Plan as a result of separation from employment, as provided in Section 14 of the Plan, a Participant (or his or her executor or personal administrator), shall elect to either transfer Shares to his or her own personal brokerage account or receive cash for the full number of Shares then being held in his or her Plan Account. If the Participant elects cash, the Agent shall sell such Shares in the marketplace at the prevailing market price and send the net proceeds (less any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant. If no election is made, Participant’s Shares will be sold as stated herein and net proceeds shall be sent to Participant. In every case of withdrawal from the Plan, fractional Shares allocated to a Participant’s Plan Account will be paid in cash at the Closing Value of such Shares on the date such withdrawal becomes effective (or as soon thereafter as is administratively feasible). Upon any other withdrawal, the Participant may elect to retain his or her Shares under the Plan until separation from employment for any reason, at which time this Section 13(c) shall apply.

Section 14 — Separation from Employment

          Separation from employment for any reason, including death, disability, termination or retirement, shall be treated as a withdrawal from the Plan, as described in Section 13. A service fee will not be charged for any withdrawal attributable to a separation from employment.

Section 15 — Assignment

          Neither payroll deductions credited to a Participant’s account nor any rights or Shares held under the Plan may be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that the Administrator may treat such act as an election to withdraw from the Plan as described in Section 13. A Participant’s right to purchase Shares under this Plan may be exercisable during the Participant’s lifetime only by the Participant.

Section 16 — Adjustment of and Changes in Shares

          If at any time after the effective date of the Plan the Company shall subdivide or reclassify the Shares which have been sold or may be offered and sold under

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the Plan, or shall declare thereon any dividend payable in Shares, then the number and class of Shares which may thereafter be offered and sold (in the aggregate and to any Participant) shall be adjusted accordingly and in the case of each subscription outstanding at the time of any such action, the number and class of Shares which may thereafter be purchased pursuant to such subscription and the Purchase Price shall be adjusted to such extent as may be determined by the Company or Administrator, following consultation with the Company’s independent certified public accountants and legal counsel, to be necessary to preserve the rights of such subscribers.

Section 17 — Amendment or Termination of the Plan

          The Board shall have the right, at any time, to amend, modify or terminate the Plan without notice; however, no Participant’s outstanding subscriptions shall be adversely affected by any such amendment, modification or termination. In no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the Company’s shareholders: (i) increase the number of Shares authorized for sale under the Plan, except for permissible adjustments pursuant to Section 16 in the event of certain changes in the Company’s capitalization, (ii) alter the purchase price formula so as to reduce the purchase price payable for the Shares purchasable under the Plan or (iii) modify the eligibility requirements for participation in the Plan.

Section 18 — Administration

          a.     Administration.  The Plan shall be administered by the Administrator. The Administrator shall be responsible for the administration of all matters under the Plan which have not been delegated to the Agent. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the Administrator shall remain in full force and effect unless and until altered, amended or repealed by the Administrator.

          b.     Specific Responsibilities.  The Administrator’s responsibilities shall include, but shall not be limited to:

                    (1)   interpreting the Plan (including issues relating to the definition and application of “Compensation”);

                    (2)   identifying and compiling a list of persons who are Eligible Employees for an Offering Period;

                    (3)   identifying those Eligible Employees not entitled to subscribe for Shares during any Offering Period on account of the limitations described in Section 3 b. hereof; and

                    (4)   providing prompt notice to the Agent of the enrollment of Eligible Employees, the Shares to be credited to Participants’ Plan Accounts, and any

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written notices of withdrawal or revocation of authorization filed with the Administrator by individual Participants.

The Administrator may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Administrator shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Board shall be final and conclusive.

          c.     Electronic or other Media.  Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Administrator may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Agent and Participants. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.

Section 19 — Securities Law Restrictions

          Notwithstanding any provision of the Plan to the contrary, no payroll deductions shall take place and no Shares may be purchased under the Plan until a registration statement has been filed and become effective with respect to the issuance of the Shares covered by the Plan under the Act.

Section 20 — No Independent Employee’s Rights

          Nothing in the Plan shall be construed to be a contract of employment between an Employer or Subsidiary and any Employee, or any group or category of Employees (whether for a definite or specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from terminating any Employee’s employment at any time, without notice or recompense. No Employee shall have any rights as a shareholder with respect to any Shares until such Shares have actually been purchased in his or her behalf by the Agent.

Section 21 — Agent’s Powers and Duties

          a.     Acceptance.  The Agent accepts the agency created under this Plan and agrees to perform the obligations imposed hereunder.

          b.     Receipt of Shares and Dividends.  The Agent shall be accountable to each Participant for Shares held in the Participant’s Plan Account and dividends received with respect thereto.

          c.     Records and Statements.  The records of the Agent pertaining to the Plan shall be open to inspection by the Company at all reasonable times and may be audited from time to time by any person or parties specified by the Company in writing. The Agent shall furnish the Company with whatever information relating to the Plan

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Accounts the Company considers necessary, including, without limitation, any information required to be furnished, if any, to Participants each January 31 pursuant to Section 6039(a)(2) of the Code and related regulations.

          d.     Fees and Expenses.   The Agent shall receive from the Company reasonable annual compensation as may be agreed upon from time to time between the Company and the Agent. In the event the Agent resigns or is removed before the end of the year for which compensation was paid, the compensation paid to the Agent for the year will be prorated (i.e., number of months of services rendered/12) and the Agent will return any compensation in excess of the prorated fee which was paid in advance.

          e.     Resignation.  The Agent may resign at any time as Agent of the Employer and Participants by giving sixty (60) days’ written notice in advance to the Company, or if the Plan is amended or modified by the Board and the Agent is unable to comply with such amendment or modification, the Agent may resign immediately.

          f.     Removal.  The Company, by giving sixty (60) days’ written notice in advance to the Agent, may remove the Agent. In the event of the resignation or removal of the Agent, the Company shall promptly appoint a successor Agent if it intends to continue the Plan.

          g.     Interim Duties and Successor Agent.  Each successor Agent shall succeed to the title of the Agent vested in its predecessor by accepting in writing its appointment as successor Agent and filing the acceptance with the former Agent and the Company without the signing or filing of any further statement. The resigning or removed Agent, upon receipt of acceptance in writing of the agency by the successor Agent, shall execute all documents and do all acts necessary to vest the title in any successor Agent. Each successor Agent shall have and enjoy all of the powers conferred under this Plan upon its predecessor. No successor Agent shall be personably liable for any act or failure to act of any predecessor Agent. With the approval of the Company, a successor Agent may accept the account rendered and the property delivered to it by a predecessor Agent without incurring any liability or responsibility for so doing.

          h.     Limitation of Liability to Participants.  The Agent shall not be liable hereunder for any act or failure to act including, without limitation, any claim of liability arising out of a failure to terminate a Participant’s Plan Account upon such Participant’s death or adjudication of incompetency prior to the receipt by the Agent of notice in writing of such death or incompetency.

Section 22 — Applicable Law

          The Plan shall be construed, administered and governed in all respects under the laws of the State of Ohio to the extent such laws are not preempted or controlled by federal law.

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Section 23 — Death

          In the event of Participant’s death, the Administrator or Agent shall deliver his or her Shares and/or cash under the Plan to the executor or administrator of Participant’s estate.

Section 24 — Merger or Consolidation

          If the Company shall at any time merge into or consolidate with another corporation or business entity, each Participant will thereafter be entitled to receive at the end of the Offering Period (during which such merger or consolidation occurs) the securities or property which a holder of Shares was entitled to upon and at the time of such merger or consolidation. The Board shall determine the kind and amount of such securities or property which each Participant shall be entitled to receive. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.

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EX-10.21

Exhibit 10.21

Scripps Networks Interactive, Inc.
Employee Stock Purchase Plan

Section 1 – Purpose; Effective Date

     The Scripps Networks Interactive, Inc. Employee Stock Purchase Plan is (a) adopted by the Board of Directors of Scripps Networks Interactive, Inc. (the “Company”) effective immediately prior to the Distribution Date, as defined in the Employee Matters Agreement by and between The E. W. Scripps Company and Scripps Networks Interactive, Inc. (the “Effective Date”), and (b) approved effective as of the Effective Date by The E. W. Scripps Company, as sole shareholder of the Company. The Plan is established for the general benefit of the Employees of the Company and of certain of its Subsidiaries. The purpose of the Plan is to facilitate the purchase of Shares by Eligible Employees through payroll deductions and is intended as an employment incentive and to encourage ownership of Shares.

     The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code.

Section 2 — Definitions

a. “Act” shall mean the Securities Act of 1933.

b. “Administrator” shall mean the Senior Vice President, Human Resources of the Company, subject to the general control of, and superseding action by, the Board.

c. “Agent” shall mean the bank, brokerage firm, financial institution, or other entity or person(s) engaged, retained or appointed to act as the agent of the Employer and of the Participants under the Plan.

d. “Board” shall mean the Board of Directors of the Company.

e. “Closing Value” shall mean, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

f. “Code” shall mean the Internal Revenue Code of 1986, as amended and currently in effect, or any successor body of federal tax law.

g. “Company” shall mean Scripps Networks Interactive, Inc., including any successor thereto.

h. “Compensation” shall mean regular base salary or wages, shift differential, commissions (as paid) and draw actually received as of a particular pay date, including any amounts not paid to an Employee pursuant to an election under Code Sections 125 and 401(k). Compensation shall not include any deferred compensation, bonuses, overtime, severance or dismissal pay, cost-of-living allowances, or any extraordinary pay, or any compensation after an Employee’s last day of work except for purposes of Section 8 b. hereof.

i. “Designated Subsidiaries” shall mean each Subsidiary, unless specifically excluded from participation in the Plan by the Board.

j. “Effective Date” has the meaning given that term in Section 1.

k. “Eligible Employee” means any Employee who (1) is regularly scheduled to work at least twenty (20) hours per week, and (2) is customarily employed for at least five (5) months each calendar year.

l. “Employee” means any person who performs services as a common law employee of an Employer, and does not include “leased employees,” as that term is defined under Code Section 414(n), or other individuals providing services to an Employer in a capacity as an independent contractor.

m. “Employer” means, individually and collectively, the Company and the Designated Subsidiaries.

n. “Enrollment Period” shall mean the one (1) month period ending on the 15^th day of the calendar month preceding an Offering Period during which Eligible Employees may elect to participate in the Plan with respect to such Offering Period, i.e., for the first quarter of a year, the Enrollment Period would be November 15 through December 15.

o. “Offering Period” shall mean the one (1) calendar quarter period during which Participants in the Plan authorize payroll deductions to fund the purchase of Shares on their behalf under the Plan. The first Offering Period shall commence on the date specified by the Company in its sole discretion (but in any event after the separation of the Company from The E. W. Scripps Company).

p. “Participant” means any Eligible Employee who has elected to participate in the Plan for an Offering Period by authorizing payroll deductions and entering into a written subscription agreement with an Employer or the Administrator during the Enrollment Period for such Offering Period.

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q. “Plan” shall mean the Scripps Networks Interactive, Inc. Employee Stock Purchase Plan.

r. “Plan Account” shall mean the individual account established by the Agent for each Participant for purposes of accounting for and/or holding each Participant’s Shares, dividends and distributions.

s. “Plan Year” shall mean the calendar year.

t. “Purchase Price” shall mean, for each Share purchased in accordance with Section 4 hereof, an amount equal to the lesser of (1) ninety percent (90%) of the Closing Value of a Share on the first Trading Day of each Offering Period, or the earliest date thereafter as is administratively feasible (which for Plan purposes shall be deemed to be the date the right to purchase such Shares was granted to each Eligible Employee who is, or elects to become, a Participant); or (2) ninety percent (90%) of the Closing Value of such Share on the last Trading Day of the Offering Period, or the earliest date thereafter as is administratively feasible (which for Plan purposes shall be deemed to be the date each such right to purchase such Shares was exercised).

u. “Shares” means the Class A common shares of the Company.

v. “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise may be defined in Code Section 424).

w. “Trading Day” shall mean a day on which national stock exchanges and The New York Stock Exchange are open for trading.

Section 3 — Eligible Employees

     a. In General. Participation in the Plan is voluntary. All Eligible Employees of an Employer are eligible to participate in the Plan. Each Eligible Employee who is a Participant shall have the same rights and privileges as every other Eligible Employee who is a Participant, and only Eligible Employees of an Employer satisfying the applicable requirements of the Plan will be entitled to be a Participant.

     b. Limitations on Rights. An Employee who otherwise is an Eligible Employee shall not be entitled to purchase Shares under the Plan if (1) such purchase would cause such Eligible Employee to own Shares (including any Shares which would be owned if such Eligible Employee purchased all of the Shares made available for purchase by such Eligible Employee under all purchase rights then held by such Eligible Employee, whether or not then exercisable) representing five percent (5%) or more of the total combined voting power or value of each class of stock of the Company or any Subsidiary; or (2) such purchase would cause such Eligible Employee to have rights to purchase more than $25,000 of Shares under the Plan (and under all employee stock purchase plans of

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the Company and its Subsidiary corporations which qualify for treatment under Section 423 of the Code) for any calendar year in which such rights are outstanding (based on the Closing Value of such Shares, determined as of the date such rights are granted and can first be exercised hereunder). For purposes of clause (1) of this paragraph b., the attribution rules set forth in Section 424(d) of the Code and related regulations shall apply. For purposes of applying the $25,000 limitation, the number of Shares covered by one right may not be carried over to any other right.

Section 4 — Enrollment and Offering Periods

     a. Enrolling in the Plan. To participate in the Plan, an Eligible Employee must enroll in the Plan. Enrollment for a given Offering Period will take place during the Enrollment Period for such Offering Period.

     b. The Three-Month Offering Period. Any Employee who is an Eligible Employee and who desires to purchase Shares hereunder must file with the Administrator or Employer an authorization for payroll deduction and a subscription agreement during an Enrollment Period. Such authorization shall be effective for the Offering Period immediately following such Enrollment Period. Each Offering Period shall last for three (3) calendar months, commencing on the first day (or the First Trading Day) of the calendar quarter and ending on the last day (or the last Trading Day) of the calendar quarter. There shall be four (4) Offering Periods each Plan Year during the term of this Plan. On the first day (or the First Trading Day) of each Offering Period each Participant shall be granted the right to purchase Shares under the Plan and such right shall last only for three (3) months, i.e., it shall expire at the end of the Offering Period for which it was granted.

     c. Changing Enrollment. The offering of Shares pursuant to the Plan shall occur only during an Offering Period and shall be made only to Participants. Once an Eligible Employee is enrolled in the Plan, the Administrator or Employer will inform the Agent of such fact. Once enrolled, a Participant shall continue to participate in the Plan for each succeeding Offering Period until he or she terminates his or her participation by revoking his or her payroll deduction authorization or ceases to be an Eligible Employee. Once a Participant has elected to participate under the Plan, that Participant’s payroll deduction authorization and subscription agreement shall apply to all subsequent Offering Periods unless and until the Participant ceases to be an Eligible Employee, modifies or terminates said authorization and/or agreement or withdraws from the Plan. If a Participant desires to change his or her rate of contribution, he or she may do so effective for the next Offering Period by filing a new authorization for payroll deduction and/or subscription agreement with the Administrator or Employer during the Enrollment Period immediately preceding such Offering Period, in accordance with rules and procedures established by the Administrator.

Section 5 — Term of Plan

     Unless sooner terminated by the Board or as otherwise provided herein, the Plan shall terminate upon the tenth anniversary of the Effective Date.

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Section 6 — Number of Shares to Be Made Available

     The total number of Shares made available for purchase by Participants under the Plan is 600,000, which may be authorized but unissued shares, treasury shares, or shares purchased by the Plan in the open market. The provisions of Section 9 b. shall control in the event the number of Shares to be purchased by Participants during any Offering Period exceeds the number of Shares available for sale under the Plan. If all of the Shares authorized for sale under the Plan have been sold, the Plan shall either be continued through additional authorizations of Shares (such authorizations must, however, comply with Section 17 hereof), or shall be terminated in accordance with Section 17 hereof.

Section 7 — Use of Funds

     All payroll deductions received or held by an Employer under the Plan may be used by the Employer for any corporate purpose, and the Employer shall not be obligated to segregate such payroll deductions. Any amounts held by an Employer or other party holding amounts in connection with or as a result of payroll withholding made pursuant to the Plan and pending the purchase of Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the Employer or other party by the Participants.

Section 8 — Amount of Contribution; Method of Payment

     a. Payroll Withholding. Except as otherwise specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll withholding. The withholding shall be in increments of one percent (1%). The minimum withholding permitted shall be an amount equal to one percent (1%) of a Participant’s Compensation and the maximum withholding shall be an amount equal to ten percent (10%) of a Participant’s Compensation. In any event, the total withholding permitted to be made by any Participant for a Plan Year shall be limited to the sum of $22,500. The actual percentage of Compensation to be deducted shall be specified by a Participant in his or her authorization for payroll withholding. Participants may not deposit any separate cash payments into their Plan Accounts.

     b. Application of Withholding Rules. Payroll withholding will commence with the first paycheck issued during the Offering Period and will continue with each paycheck throughout the entire Offering Period, except for pay periods for which such Participant receives no compensation (e.g., uncompensated personal leave, leave of absence, etc.). A pay period which overlaps Offering Periods will be credited in its entirety to the Offering Period in which it is paid. Payroll withholding shall be retained by the Employer or other party responsible for making such payment to the Participant, until applied to the purchase of Shares as described in Section 9 and the satisfaction of

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any related federal, state or local withholding obligations (including any employment tax obligations), or until returned to such Participant in connection with a withdrawal from the Plan or a revocation of authorization described in Section 13.

     At the time the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of, Participants must make adequate provision for the Employer’s federal, state, local or other tax withholding obligations (including employment taxes), if any, which arise upon the purchase or disposition of the Shares. At any time, the Employer may, but shall not be obligated to, withhold from each Participant’s Compensation the amount necessary for the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares by the Participant. Each Participant, as a condition of participating under the Plan, shall agree to bear responsibility for all federal, state, and local income taxes required to be withheld from his or her Compensation as well as the Participant’s portion of FICA (both the OASDI and Medicare components) with respect to any Compensation arising on account of the purchase or disposition of Shares. The Employer may increase income and/or employment tax withholding on a Participant’s Compensation after the purchase or disposition of Shares in order to comply with federal, state and local tax laws, and each Participant shall agree to sign any and all appropriate documents to facilitate such withholding.

Section 9 — Purchasing, Transferring Shares

     a. Maintenance of Plan Account. Upon enrollment in the Plan by a Participant and upon receipt by the Agent of such data as it requires, the Agent shall establish a Plan Account in the name of such Participant. At the close of each Offering Period, the aggregate amount deducted during such Offering Period by the Employer from a Participant’s Compensation (and credited to a non-interest-bearing account maintained by the Employer or other party for bookkeeping purposes) will be communicated by the Employer to the Agent and shall thereupon be credited by the Agent to such Participant’s Account (unless the Participant has given written notice to the Administrator of his or her withdrawal or revocation of authorization, prior to the date such communication is made), except that the amount credited to the account of each Eligible Employee of this Plan as of the Effective Date who was a participant in The E.W. Scripps Company Employee Stock Purchase Plan immediately prior to the Effective Date shall be transferred to the Scripps Networks, Inc. Employee Stock Purchase Plan and credited to Plan Account established on his or her behalf under this Plan as of the Effective Date. As of the last day of each Offering Period, or as soon thereafter as is administratively feasible, the Agent will automatically purchase Shares on behalf of each Participant with respect to those amounts reported to the Agent by the Administrator or Employer as creditable to that Participant’s Plan Account. On the date of purchase of such Shares, the amount then credited to the Participant’s Plan Account for the purpose of purchasing Shares hereunder will be divided by the Purchase Price and there shall be transferred to the Participant’s Plan Account by the Agent the number of full and fractional Shares which results.

6

     b. Insufficient Number of Available Shares. In the event the number of Shares to be purchased by Participants during any Offering Period exceeds the number of Shares available for sale under the Plan, the number of Shares actually available for sale hereunder shall be limited to the remaining number of Shares authorized for sale under the Plan and shall be allocated in accordance with the Company’s instructions by the Agent among the Participants in proportion to each Participant’s Compensation during the Offering Period over the total Compensation of all Participants during the Offering Period. Any excess amounts withheld and credited to Participants’ Accounts then shall be returned to the Participants as soon as is administratively feasible.

     c. Handling Excess Shares. In the event that the number of Shares which would be credited to any Participant’s Plan Account in any Offering Period exceeds the limit specified in Section 3 b. hereof, such Participant’s Account shall be credited with the maximum number of Shares permissible, and the remaining amounts will be refunded in cash as soon as administratively practicable.

     d. Status Reports. Statements of each Participant’s Plan Account shall be given to participating Employees at least quarterly. The statements shall set forth the Purchase Price and the number of Shares purchased. The Agent shall hold in its name, or in the name of its nominee, all Shares so purchased and allocated. No certificate will be issued to a Participant for Shares held in his or her Plan Account unless he or she so requests in writing or unless such Participant’s active participation in the Plan is terminated due to death, disability, separation from service or retirement.

     e. In-Service Share Distributions. A Participant may request that a certificate for all or part of the full Shares held in his or her Plan Account be sent to him or her after the relevant Shares have been purchased and allocated. All such requests must be submitted to the Agent. No certificate for a fractional Share will be issued; the fair value of fractional Shares, as determined pursuant to the Plan on the date of withdrawal of all Shares credited to a Participant’s Plan Account, shall be paid in cash to such Participant. The Plan may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued prior to the date active participation in the Plan ceases; such charge shall be paid by the Participant to the Administrator or Employer prior to the date any distribution of a certificate evidencing ownership of such Shares occurs.

Section 10 — Dividends and Other Distributions

     a. Reinvestment of Dividends. Cash dividends and other cash distributions received by the Agent on Shares held in its custody hereunder will be credited to the Plan Accounts of individual Participants in accordance with their interests in the Shares with respect to which such dividends or distributions are paid or made, and will be applied, as soon as practical after the receipt thereof by the Agent, to the purchase in the open market or otherwise at prevailing market prices of the number of whole and fractional Shares capable of being purchased with such funds (after deduction of any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost payable in connection with the purchase of such shares and not otherwise paid by the Employer).

7

     b. Shares to Be Held in Agent’s Name. All purchases of Shares made pursuant to this Section will be made in the name of the Agent or its nominee, shall be held as provided in Section 9 hereof, and shall be transferred and credited (to the nearest one one-thousandth of a share) to the Plan Account(s) of the individual Participant(s) to which such dividends or other distributions were credited. Dividends paid in the form of Shares will be allocated by the Agent, as and when received, with respect to Shares held in its custody hereunder to the Plan Accounts of individual Participants (to the nearest one one-thousandth of a share) in accordance with such Participants’ interests in such Shares with respect to which such dividends were paid. Property, other than Shares or cash, received by the Agent as a distribution on Shares held in its custody hereunder, shall be sold by the Agent for the accounts of the Participants, and the Agent shall treat the proceeds of such sale in the same manner as cash dividends received by the Agent on Shares held in its custody hereunder.

     c. Tax Responsibilities. The automatic reinvestment of dividends under the Plan will not relieve a Participant (or Eligible Employee with a Plan Account) of any income or other tax which may be due on or with respect to such dividends. The Agent shall report to each Participant (or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan Account.

Section 11 — Voting of Shares

     A Participant shall have no interest or voting right in any Shares until such Shares have been actually purchased by the Agent in the Participant’s behalf. Shares held for a Participant (or Eligible Employee with a Plan Account) in his or her Plan Account will be voted in accordance with the Participant’s (or Eligible Employee’s) express written directions. In the absence of any such directions, such Shares will not be voted.

Section 12 — Sale of Shares

     Subject to the provisions of Section 19, a Participant may at any time, and without withdrawing from the Plan, by giving notice to the Agent, direct the Agent to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice on which the Participant’s signature is guaranteed by a bank or trust company, the Agent shall, as soon as practicable after receipt of such notice, sell such Shares in the marketplace at the prevailing market price and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant.

Section 13 — Withdrawals from the Plan and Revocations

     a. General Rule. A Participant may at any time, by giving written notice to the Administrator or Employer, withdraw from the Plan or, without withdrawing from the Plan but by giving written notice to the Administrator or Employer, revoke his or her authorization for payroll deduction for the Offering Period in which such revocation is made.

8

     b. Refund of Amounts Not Used to Purchase Shares. At the time of any withdrawal or revocation under this Section, any amount deducted from payroll which has not previously been used to purchase Shares will be used to purchase Shares in accordance with Section 9a.

     c. Withdrawal of Shares. Upon any withdrawal from the Plan as a result of separation from employment, as provided in Section 14 of the Plan, a Participant (or his or her executor or personal administrator), shall elect to either transfer Shares to his or her own personal brokerage account or receive cash for the full number of Shares then being held in his or her Plan Account. If the Participant elects cash, the Agent shall sell such Shares in the marketplace at the prevailing market price and send the net proceeds (less any bank service fees, brokerage charges, transfer taxes, and any other transaction fee, expense or cost) to the Participant. If no election is made, Participant’s Shares will be sold as stated herein and net proceeds shall be sent to Participant. In every case of withdrawal from the Plan, fractional Shares allocated to a Participant’s Plan Account will be paid in cash at the Closing Value of such Shares on the date such withdrawal becomes effective (or as soon thereafter as is administratively feasible). Upon any other withdrawal, the Participant may elect to retain his or her Shares under the Plan until separation from employment for any reason, at which time this Section 13(c) shall apply.

Section 14 — Separation from Employment

     Separation from employment for any reason, including death, disability, termination or retirement, shall be treated as a withdrawal from the Plan, as described in Section 13. A service fee will not be charged for any withdrawal attributable to a separation from employment.

Section 15 — Assignment

     Neither payroll deductions credited to a Participant’s account nor any rights or Shares held under the Plan may be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that the Administrator may treat such act as an election to withdraw from the Plan as described in Section 13. A Participant’s right to purchase Shares under this Plan may be exercisable during the Participant’s lifetime only by the Participant.

Section 16 — Adjustment of and Changes in Shares

     If at any time after the effective date of the Plan the Company shall subdivide or reclassify the Shares which have been sold or may be offered and sold under

9

the Plan, or shall declare thereon any dividend payable in Shares, then the number and class of Shares which may thereafter be offered and sold (in the aggregate and to any Participant) shall be adjusted accordingly and in the case of each subscription outstanding at the time of any such action, the number and class of Shares which may thereafter be purchased pursuant to such subscription and the Purchase Price shall be adjusted to such extent as may be determined by the Company or Administrator, following consultation with the Company’s independent certified public accountants and legal counsel, to be necessary to preserve the rights of such subscribers.

Section 17 — Amendment or Termination of the Plan

     The Board shall have the right, at any time, to amend, modify or terminate the Plan without notice; however, no Participant’s outstanding subscriptions shall be adversely affected by any such amendment, modification or termination. In no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the Company’s shareholders: (i) increase the number of Shares authorized for sale under the Plan, except for permissible adjustments pursuant to Section 16 in the event of certain changes in the Company’s capitalization, (ii) alter the purchase price formula so as to reduce the purchase price payable for the Shares purchasable under the Plan or (iii) modify the eligibility requirements for participation in the Plan.

Section 18 — Administration

     a. Administration. The Plan shall be administered by the Administrator. The Administrator shall be responsible for the administration of all matters under the Plan which have not been delegated to the Agent. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the Administrator shall remain in full force and effect unless and until altered, amended or repealed by the Administrator.

     b. Specific Responsibilities. The Administrator’s responsibilities shall include, but shall not be limited to:

          (1) interpreting the Plan (including issues relating to the definition and application of “Compensation”);

          (2) identifying and compiling a list of persons who are Eligible Employees for an Offering Period;

          (3) identifying those Eligible Employees not entitled to subscribe for Shares during any Offering Period on account of the limitations described in Section 3 b. hereof; and

          (4) providing prompt notice to the Agent of the enrollment of Eligible Employees, the Shares to be credited to Participants’ Plan Accounts, and any written notices of withdrawal or revocation of authorization filed with the Administrator by individual Participants.

10

The Administrator may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Administrator shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Board shall be final and conclusive.

     c. Electronic or other Media. Notwithstanding any other provision of the Plan to the contrary, including any provision that requires the use of a written instrument, the Administrator may establish procedures for the use of electronic or other media in communications and transactions between the Plan or the Agent and Participants. Electronic or other media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.

Section 19 — Securities Law Restrictions

     Notwithstanding any provision of the Plan to the contrary, no payroll deductions shall take place and no Shares may be purchased under the Plan until a registration statement has been filed and become effective with respect to the issuance of the Shares covered by the Plan under the Act.

Section 20 — No Independent Employee’s Rights

     Nothing in the Plan shall be construed to be a contract of employment between an Employer or Subsidiary and any Employee, or any group or category of Employees (whether for a definite or specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from terminating any Employee’s employment at any time, without notice or recompense. No Employee shall have any rights as a shareholder with respect to any Shares until such Shares have actually been purchased in his or her behalf by the Agent.

Section 21 — Agent’s Powers and Duties

     a. Acceptance. The Agent accepts the agency created under this Plan and agrees to perform the obligations imposed hereunder.

     b. Receipt of Shares and Dividends. The Agent shall be accountable to each Participant for Shares held in the Participant’s Plan Account and dividends received with respect thereto.

     c. Records and Statements. The records of the Agent pertaining to the Plan shall be open to inspection by the Company at all reasonable times and may be audited from time to time by any person or parties specified by the Company in writing. The Agent shall furnish the Company with whatever information relating to the Plan

11

Accounts the Company considers necessary, including, without limitation, any information required to be furnished, if any, to Participants each January 31 pursuant to Section 6039(a)(2) of the Code and related regulations.

     d. Fees and Expenses. The Agent shall receive from the Company reasonable annual compensation as may be agreed upon from time to time between the Company and the Agent. In the event the Agent resigns or is removed before the end of the year for which compensation was paid, the compensation paid to the Agent for the year will be prorated (i.e., number of months of services rendered/12) and the Agent will return any compensation in excess of the prorated fee which was paid in advance.

     e. Resignation. The Agent may resign at any time as Agent of the Employer and Participants by giving sixty (60) days’ written notice in advance to the Company, or if the Plan is amended or modified by the Board and the Agent is unable to comply with such amendment or modification, the Agent may resign immediately.

     f. Removal. The Company, by giving sixty (60) days’ written notice in advance to the Agent, may remove the Agent. In the event of the resignation or removal of the Agent, the Company shall promptly appoint a successor Agent if it intends to continue the Plan.

     g. Interim Duties and Successor Agent. Each successor Agent shall succeed to the title of the Agent vested in its predecessor by accepting in writing its appointment as successor Agent and filing the acceptance with the former Agent and the Company without the signing or filing of any further statement. The resigning or removed Agent, upon receipt of acceptance in writing of the agency by the successor Agent, shall execute all documents and do all acts necessary to vest the title in any successor Agent. Each successor Agent shall have and enjoy all of the powers conferred under this Plan upon its predecessor. No successor Agent shall be personably liable for any act or failure to act of any predecessor Agent. With the approval of the Company, a successor Agent may accept the account rendered and the property delivered to it by a predecessor Agent without incurring any liability or responsibility for so doing.

     h. Limitation of Liability to Participants. The Agent shall not be liable hereunder for any act or failure to act including, without limitation, any claim of liability arising out of a failure to terminate a Participant’s Plan Account upon such Participant’s death or adjudication of incompetency prior to the receipt by the Agent of notice in writing of such death or incompetency.

Section 22 — Applicable Law

     The Plan shall be construed, administered and governed in all respects under the laws of the State of Ohio to the extent such laws are not preempted or controlled by federal law.

12

Section 23 — Death

     In the event of Participant’s death, the Administrator or Agent shall deliver his or her Shares and/or cash under the Plan to the executor or administrator of Participant’s estate.

Section 24 — Merger or Consolidation

     If the Company shall at any time merge into or consolidate with another corporation or business entity, each Participant will thereafter be entitled to receive at the end of the Offering Period (during which such merger or consolidation occurs) the securities or property which a holder of Shares was entitled to upon and at the time of such merger or consolidation. The Board shall determine the kind and amount of such securities or property which each Participant shall be entitled to receive. A sale of all or substantially all of the assets of the Company shall be deemed a merger or consolidation for the foregoing purposes.

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EX-14

Exhibit 14

Scripps Networks Interactive, Inc.
Code of Business Conduct and Ethics
for the Chief Executive Officer and Senior Financial Officers

A.	Introduction
B.	Adoption Date
	The audit committee of Scripps board of directors adopted this Code on                     , 2008.

C. Principles and Responsibilities

1.	Senior Officers shall act with honesty and integrity and shall avoid actual or apparent conflicts of interest in their personal and professional relationships. Senior Officers shall disclose to the appropriate person (as identified in Section D of this Code) any material transaction or relationship that reasonably could he expected to give rise to such a conflict.
2.	Senior Officers shall provide information that is full, fair, accurate, timely, and understandable in all periodic reports and disclosures to the U. S. Securities and Exchange Commission and in all other public communications made by Scripps.
3.	Senior Officers shall comply with the rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
4.	Senior Officers shall act in good faith, responsibly, with due care, competence, and diligence. They shall not misrepresent material facts or allow their independent judgments to be subordinated.
5.	Senior Officers shall respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose that information. They shall not use confidential information acquired in the course of their work for personal advantage or share such information with third parties.
6.	Senior Officers, as responsible partners among peers, shall proactively promote ethical behavior in the work environment and the community.
7.	Senior Officers shall act responsibly in their use of and control over all assets and resources.

D.	Report material transactions or relationships that reasonably could be expected to give rise to a conflict of interest or other violation of this Code.
	Senior Officers are encouraged to promptly talk to supervisors, or other appropriate personnel, about observed and/or reported illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Scripps prohibits retaliation against anyone who, in good faith, reports misconduct by others or who participates in an investigation of such behavior. Senior Officers are expected to cooperate in internal investigations of misconduct.
	Compliance steps to keep in mind:

1.	Make sure you have all the facts.
2.	Discuss the issue with your supervisor.
3.	Seek help from Scripps resources. In the rare cases where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss the matter locally with your general manager. If that also is not appropriate, contact [Lori A. Hickok, Senior Vice President/Finance of Scripps at                                         .].
4.	If for any reason you are unable to use Scripps resources, financial officers are encouraged to utilize either the web or a toll-free telephone number to report material transactions or relationships that reasonably could be expected to give rise to a conflict of interest or other violation of this Code. The Company has contracted with EthicsPoint. Inc. to offer an anonymous reporting solution for all of its employees. The telephone number is 1-888-xxx-xxx and the website is www.ethicspoint.com. These anonymous reporting methods are offered to permit employees to confidentially report a situation that may be in violation of Scripps policies or local or federal law or regulations. Use of these reporting methods can assure access to Scripps’ Audit Committee of its Board of Directors.

E.	Compliance with the Code
	Senior Officers are required to review this Code at least annually, and to sign a compliance statement reflecting their conformity with this Code.

F.	Waivers of the Code
	Any request for a waiver of this Code must be made to the Audit Committee of the Scripps Board of Directors, which shall consider the request and recommend action to the Board of Directors. Any waiver granted will be promptly disclosed as required by law or stock exchange rules.

COMPLIANCE STATEMENT

Scripps Networks Interactive, Inc.
Code of Business Conduct and Ethics
for the Chief Executive Officer and Senior Financial Officers

This compliance statement does not represent an employment contract between an employee and Scripps and does not guarantee any right of employment. However. the chief executive officer and every senior financial officer is asked to complete it annually and return it to [Joseph G. NeCastro, Senior Vice President and Chief Financial Officer], Scripps Networks Interactive, Inc.

1. I have received and read the Scripps Networks Interactive, Inc.’s Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers.

yes                          no

2. I comply now and agree to comply in the future with Scripps Networks Interactive, Inc.’s Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers.

yes                          no

My responses to this compliance statement are true and complete. In the event that a change occurs which would alter a response. I will promptly so advise the Senior Vice President and Chief Financial Officer or the Vice President and Controller.

Employee signature	Date
Employee name (please print)	Location

EX-21.1

Exhibit 21.1

Subsidiaries of Scripps Networks Interactive, Inc.

Name of Subsidiary	Jurisdiction of Organization
Scripps Shop At Home, Inc.	Tennessee
Shop At Home Network, Inc.	Delaware
Scripps Networks, LLC	Delaware
Television Food Network, G.P.	Delaware
Great American Country, Inc.	Colorado
Fine Living Holding Company, LLC	Delaware
Fine Living Network, LLC	Delaware
Fine Living Holding Company II, LLC	Delaware
FUM Machineworks, Inc.	Washington
Incando Corporation	Delaware
Cable Program Management Co., G.P.	Delaware
Shopzilla, Inc.	California
Shopzilla (Europe) Limited	England and Wales
uSwitch, LLC	Delaware
Ulysses U.K., Inc.	Delaware
uSwitch Holdings 2 Ltd.	England and Wales
uSwitch Holdings Ltd.	England and Wales
uSwitch Limited	England and Wales
Buy.Co.Uk Limited	England and Wales
Upmystreet.com Limited	England and Wales

EX-99.1

Exhibit 99.1

[THE E. W. SCRIPPS COMPANY]

, 2008

Dear E. W. Scripps Company Shareholder:

We are pleased to inform you that on [          , 2008], the Board of Directors of The E. W. Scripps Company approved the spin-off of Scripps Networks Interactive, Inc., a wholly-owned subsidiary of The E. W. Scripps Company. Following the spin-off, Scripps Networks Interactive, Inc.’s assets and businesses will consist largely of those that The E. W. Scripps Company attributes to its existing networks and interactive media businesses and that are reported as its networks and interactive media business segments in its financial statements.

The spin-off of Scripps Networks Interactive, Inc. will occur on [          , 2008], by way of a pro rata distribution of 100 percent of the shares of Scripps Networks Interactive, Inc. by The E. W. Scripps Company to The E. W. Scripps Company’s shareholders. In the distribution, each of The E. W. Scripps Company shareholders will receive one Class A Common Share of Scripps Networks Interactive, Inc. for each Class A Common Share of The E. W. Scripps Company and one Common Voting Share of Scripps Networks Interactive, Inc. for each Common Voting Share of The E. W. Scripps Company, each as held at 5:00 p.m., New York City time, on [          , 2008], which is the record date of the spin-off. [The dividend of the Class A Common Shares will be paid in book-entry form, and physical share certificates therefore will be issued only upon request.] The dividend of the Common Voting Shares will be paid in certificate form, with physical share certificates issued to the holders of Common Voting Shares of The E. W. Scripps Company as of the record date of the spin-off. If you own your shares through a broker, your brokerage account will be credited with the new shares of Scripps Networks Interactive. If you have an account with E. W. Scripps’ transfer agent, the new shares of Scripps Networks Interactive will be credited to your account at Bank of New York Mellon. The number of Class A Common Shares or Common Voting Shares of The E. W. Scripps Company that you currently own will not change as a result of the distribution.

Based on a letter ruling we received from the U.S. Internal Revenue Service, your receipt of Scripps Networks Interactive, Inc. shares in the spin-off will be tax-free for U.S. federal income tax purposes. You should, of course, consult your own tax advisor as to the particular consequences of the spin-off to you.

Following the spin-off, you will own shares in both The E. W. Scripps Company and Scripps Networks Interactive, Inc. The E. W. Scripps Company Class A Common Shares will continue to trade on the New York Stock Exchange under the symbol “SSP.” We intend to apply to have Scripps Networks Interactive, Inc. Class A Common Shares authorized for listing on the New York Stock Exchange under the symbol “SNI.”

We believe the spin-off, which will create two distinct companies with separate ownership and management, will enhance value for The E. W. Scripps Company shareholders.

Approval of the spin-off by the vote of holders of our Class A Common Shares is not required. Approval of the spin-off by the vote of holders of our Common Voting Shares is expected at our annual meeting of shareholders scheduled for [          , 2008]. You are not required to take any affirmative action to receive your Scripps Networks Interactive, Inc. shares.

Because this strategic separation will result in the value of our networks and interactive media businesses being transferred to Scripps Networks Interactive, Inc., the value of the shares of The E. W. Scripps Company will decrease upon completion of the separation.

The enclosed information statement, which is being mailed to all of The E. W. Scripps Company shareholders, describes the spin-off in detail and contains important information about Scripps Networks Interactive, Inc., including its financial statements. We urge you to read this information statement carefully.

We want to thank you for your continued support of The E. W. Scripps Company, and we look forward to your support of Scripps Networks Interactive, Inc. in the future. We remain committed to working on your behalf to build long-term shareholder value.

Sincerely,

William R. Burleigh
Chairman of the Board

Kenneth W. Lowe
President and Chief Executive Officer

Preliminary Information Statement

Subject to Completion Dated [          ], 2008

[Scripps Networks Interactive, Inc. logo]

Information Statement

Distribution of

Class A Common Shares and Common Voting Shares of

SCRIPPS NETWORKS INTERACTIVE, INC.
by

THE E. W. SCRIPPS COMPANY

Class A Common Shares
(par value $.01 per share)

Common Voting Shares
(par value $.01 per share)

This information statement is being furnished in connection with the distribution to holders of Class A Common Shares and Common Voting Shares of The E. W. Scripps Company (“E. W. Scripps”) of all of the outstanding Class A Common Shares and Common Voting Shares of Scripps Networks Interactive, Inc. (“Scripps Networks Interactive”).

Scripps Networks Interactive is currently a wholly-owned subsidiary of E. W. Scripps. Following the distribution, the assets and businesses of Scripps Networks Interactive will consist largely of those that E. W. Scripps attributes to its existing networks and interactive media businesses and that are reported in its financial statements as its networks and interactive media business segments.

Shares of Scripps Networks Interactive will be distributed, subject to certain customary conditions, to the shareholders of record of E. W. Scripps as of the close of business of the New York Stock Exchange on [          , 2008], which will be the record date for the spin-off. These shareholders will receive one Class A Common Share of Scripps Networks Interactive for each Class A Common Share of E. W. Scripps and one Common Voting Share of Scripps Networks Interactive for each Common Voting Share of E. W. Scripps, each as held on the record date. The dividend of the Scripps Networks Interactive Class A Common Shares will be made in book-entry form, and physical certificates therefore will be issued only upon request. The dividend of the Common Voting Shares will be made in certificate form, with physical share certificates issued to the holders of Common Voting Shares of The E. W. Scripps Company as of the record date of the spin-off. The spin-off will be effective at 12:01 a.m., New York City time on [          , 2008], the distribution date.

You are not required to take any further action in connection with the spin-off. We are not asking you for a proxy, and you should not send us a proxy. You will not be required to pay for the shares of Scripps Networks Interactive you are to receive in the spin-off or to surrender or exchange shares of E. W. Scripps in order to receive your shares of Scripps Networks Interactive.

There is no current trading market for the Scripps Networks Interactive shares. We expect that a limited market, commonly known as a “when-issued” trading market, for Scripps Networks Interactive Class A Common Shares will develop on or shortly before the record date for the spin-off and continue through the distribution date, and we expect that “regular-way” trading of Scripps Networks Interactive Class A Common Shares will begin on the first trading day after the distribution date. We intend to apply to have the Scripps Networks Interactive Class A Common Shares authorized for listing on the New York Stock Exchange under the symbol “SNI.” Scripps Networks Interactive Common Voting Shares will not be listed on any exchange, and we do not expect a trading market to develop in those shares.

References in this information statement to (1) “E. W. Scripps” refers to The E. W. Scripps Company and its direct and indirect subsidiaries, and (2) the “Company,” “Scripps Networks Interactive,” “we,” “us” or “our” refer to Scripps Networks Interactive, Inc. and its direct and indirect subsidiaries. The transaction in which Scripps Networks Interactive will be separated from E. W. Scripps and become a separately-traded public company is referred to in this information statement as the “spin-off” or the “separation.”

In reviewing this information statement, you should carefully consider the matters described under “Risk Factors” beginning on page [  ].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is [          , 2008].

This information statement was first mailed to E. W. Scripps shareholders on or about [          , 2008]

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT SCRIPPS NETWORKS INTERACTIVE AND THE SPIN-OFF		3
SUMMARY		7
RISK FACTORS		14
FORWARD-LOOKING STATEMENTS		22
THE SEPARATION		23
DIVIDEND POLICY		34
CAPITALIZATION		35
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		36
SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA		41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		44
BUSINESS		60
MANAGEMENT		69
EXECUTIVE COMPENSATION		74
EXECUTIVE COMPENSATION TABLES		84
DIRECTOR COMPENSATION		101
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		110
SHAREHOLDER VOTE AND DISSENTERS’ RIGHTS		112
OUR RELATIONSHIP WITH E. W. SCRIPPS FOLLOWING THE SPIN-OFF		115
DESCRIPTION OF OUR CAPITAL STOCK		122
INDEMNIFICATION AND LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS		125
WHERE YOU CAN FIND MORE INFORMATION		126
INDEX TO COMBINED FINANCIAL STATEMENTS		F-1

This information statement is being furnished solely to provide information to The E. W. Scripps Company shareholders who will receive Class A Common Shares and Common Voting Shares of Scripps Networks Interactive, Inc. in the spin-off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any securities of Scripps Networks Interactive, Inc. or any securities of The E. W. Scripps Company. This information statement describes the business of Scripps Networks Interactive, Inc., the relationship between Scripps Networks Interactive, Inc. and The E. W. Scripps Company, how the spin-off affects The E. W. Scripps Company and its shareholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of the shares that you will receive in the spin-off. You should be aware of certain risks relating to the spin-off, the business of Scripps Networks Interactive, Inc. and ownership of your shares. These risks are described under the heading “Risk Factors.”

You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date. Neither Scripps Networks Interactive nor E. W. Scripps undertakes any obligation to update the information in this information statement, except in the normal course of their respective public disclosure obligations and practices.

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QUESTIONS AND ANSWERS ABOUT SCRIPPS NETWORKS INTERACTIVE AND THE SPIN-OFF

Q:	What is the spin-off?
A:	The spin-off is the overall transaction of separating Scripps Networks Interactive from E. W. Scripps, which will be accomplished through a series of transactions that will result in Scripps Networks Interactive owning the assets and liabilities of the existing networks and interactive media business segments operated by E. W. Scripps and separately reported as such in its financial statements. If you are a holder of shares of E. W. Scripps on the record date for the distribution of shares of Scripps Networks Interactive, you will be entitled to receive one Class A Common Share of Scripps Networks Interactive for each Class A Common Share of E. W. Scripps that you hold on the record date and one Common Voting Share of Scripps Networks Interactive for each Common Voting Share of E. W. Scripps that you hold on the record date. No action on your part is required for you to participate in the distribution. You do not have to surrender or exchange your shares of E. W. Scripps or pay cash or any other consideration to receive the Scripps Networks Interactive shares. The number of shares of E. W. Scripps that you currently own will not change as a result of the distribution. This information statement describes the business of Scripps Networks Interactive, the relationship of Scripps Networks Interactive with E. W. Scripps and how this transaction affects E. W. Scripps and its shareholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of the Scripps Networks Interactive shares that you will receive in the distribution.
Q:	What is Scripps Networks Interactive, Inc.?
A:	Scripps Networks Interactive is currently an existing wholly-owned indirect subsidiary of E. W. Scripps and is incorporated in the State of Ohio. Following the spin-off, Scripps Networks Interactive will be an independent publicly-traded company.
Q:	Why is E. W. Scripps separating its national television networks and interactive media businesses from its newspaper publishing, broadcast television and licensing and syndication businesses?
A:	The E. W. Scripps Board of Directors has authorized the separation of Scripps Networks Interactive into its own publicly traded company because it believes the separation will be beneficial to E. W. Scripps and its shareholders. The separation will create two publicly traded companies: one focused on creating national lifestyle media brands and the other on building market-leading local media franchises. This will allow each company to have a sharpened strategic focus to foster continued growth, solid operating performance and a clear strategic vision of how best to build upon its competitive strengths and allocate its financial resources. The market price of Scripps Networks Interactive common shares and E. W. Scripps common shares is expected to more closely reflect the true enterprise value of the companies than the market price of E. W. Scripps common shares currently does. As a result, we believe the separation will better align management’s strategies with shareholder interests and improve each company’s performance.
	For a further explanation of the reasons for the spin-off and more information about the business of Scripps Networks Interactive, see “The Separation — Reasons for the Separation” and “Business” herein.
Q:	Why is the separation of the two companies structured as a spin-off?
A:	The E. W. Scripps Board of Directors believes that a tax-free spin-off of shares of Scripps Networks Interactive is a cost-effective and tax efficient way to separate the business segments to accomplish the business purposes underlying the spin-off, including creation of long-term value for the E. W. Scripps shareholders. The equity capital and governance structure of Scripps Networks Interactive is designed to be substantially similar to that of E. W. Scripps.
Q:	What is the record date for the distribution?
A:	The record date is [          , 2008], and ownership will be determined as of the close of business of the New York Stock Exchange on that date. References to the “record date” in this information statement mean that time and date.

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Q:	When will the distribution occur?
A:	Shares will be distributed on [          , 2008], which is sometimes referred to in this information statement as the “distribution date.”
Q:	Can E. W. Scripps decide to cancel the distribution of the Scripps Networks Interactive shares even if all of the conditions have been met?
A:	Yes. The distribution is conditioned upon satisfaction or waiver of certain conditions. See “The Separation — Conditions to the Distribution” herein. E. W. Scripps has the right to terminate the distribution of the shares, even if all of these conditions are met, if at any time the E. W. Scripps Board of Directors determines, in its sole discretion, that the business purposes for the spin-off may not be realized or that E. W. Scripps is otherwise better served by keeping the business segments combined in one company, thereby making the distribution not in the best interest of E. W. Scripps and its shareholders, or that market conditions are such that it is not advisable to spin-off the networks and interactive media business segments.
Q:	What will happen to the listing of the Class A Common Shares of E. W. Scripps?
A:	The Class A Common Shares of E. W. Scripps will continue to be traded on the New York Stock Exchange (“NYSE”) under the symbol “SSP.”
Q:	What will I receive in the spin-off?
A:	In the spin-off, you will receive one Class A Common Share of Scripps Networks Interactive for each Class A Common Share of E. W. Scripps that you own as of the record date for the spin-off and one Common Voting Share of Scripps Networks Interactive for each Common Voting Share of E. W. Scripps that you own as of the record date for the spin-off. Immediately after the spin-off, you will still own your shares of E. W. Scripps.
	After the spin-off, the certificates and book-entry interests representing E. W. Scripps shares will represent such shareholders’ interests in the businesses remaining with E. W. Scripps following the spin-off. After the spin-off, the certificates and book-entry interests representing Scripps Networks Interactive shares that shareholders receive in the spin-off will represent their interest in the networks and interactive media business segments formerly operated by E. W. Scripps.
	If you own E. W. Scripps Class A Common Shares as of the close of business on the record date, E. W. Scripps, with the assistance of Bank of New York Mellon, the distribution agent, will electronically issue Class A Common Shares of Scripps Networks Interactive to you or to your brokerage firm on your behalf by way of direct registration in book-entry form. Scripps Networks Interactive will not issue paper share certificates for your Class A Common Shares unless you request it to. If you own E. W. Scripps Common Voting Shares as of the close of business on the record date, E. W. Scripps, with the assistance of the distribution agent, will issue paper share certificates to you for your Common Voting Shares of Scripps Networks Interactive. If you are a registered shareholder (meaning you own your shares directly through an account with E. W. Scripps’ transfer agent), the distribution agent will mail you a book-entry account statement that reflects the number of Scripps Networks Interactive shares you own. If you own your E. W. Scripps shares through a bank or brokerage account, your bank or brokerage firm will credit your account with the Scripps Networks Interactive shares.
	Following the distribution, if your shares are held at the transfer agent, you may request that your shares of either E. W. Scripps or Scripps Networks Interactive be transferred to a brokerage or other account at any time. You should consult your broker if you wish to transfer your shares.
Q:	What do I need to do now?
A:	You do not need to take any action, although we urge you to read this information statement carefully. The approval of the holders of the Class A Common Shares of E. W. Scripps is not required or sought to effect the spin-off. Thus E. W. Scripps is not seeking a proxy from the holders of any Class A Common Shares and the holders of any Class A Common Shares are not being asked to send us a proxy. The holders of the Common Voting Shares of E. W. Scripps are expected to approve the spin-off at the annual meeting to be held on [          , 2008]. See “Shareholder Vote and Dissenters’ Rights” herein.

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Q:	Will I have to pay anything or surrender any shares?
A:	You will not be required to pay anything for the Scripps Networks Interactive shares distributed in the spin-off or to surrender any shares of E. W. Scripps. You should not return your E. W. Scripps share certificates to the Company. You will automatically receive your shares of Scripps Networks Interactive when and if the spin-off is consummated.
Q:	Will any anti-takeover protections exist following the distribution?
A:	Following the distribution, The Edward W. Scripps Trust will hold approximately 88 percent of our Common Voting Shares. Given the concentration of ownership of our Common Voting Shares in the Trust, no potential merger, takeover or other change of control transaction will occur without the approval of the Trust. See “Risk Factors — Risks Relating to Our Class A Common Shares” and “The Separation — Matters Related to The Edward W. Scripps Trust”. Certain provisions of our articles of incorporation and certain provisions of the inter-company agreements that will be entered into between E. W. Scripps and Scripps Networks Interactive in connection with the distribution could discourage potential acquisition proposals. See “Our Relationship with E. W. Scripps Following the Spin-Off” and “Description of Our Capital Stock.”
Q:	What are the U.S. Federal Income Tax consequences of the spin-off to E. W. Scripps shareholders?
A:	Based on the private letter ruling that E. W. Scripps has received from the Internal Revenue Service, you will not recognize gain or loss on the receipt of shares of Scripps Networks Interactive in the spin-off. You will allocate your tax basis in your E. W. Scripps shares between E. W. Scripps and Scripps Networks Interactive shares in proportion to the relative fair market values of such shares at the time of the spin-off. See “The Separation — Certain U.S. Federal Income Tax Consequences of the Distribution.” You should consult your tax advisor about how this allocation will work in your situation (including a situation where you have purchased E. W. Scripps shares at different times or for different amounts) and regarding any particular consequences of the distribution to you, including the application of state, local and foreign tax laws.
Q:	What if I want to sell my shares of E. W. Scripps or Scripps Networks Interactive?
A:	You should consult with your own financial advisor, such as your stockbroker, bank or tax advisor. Neither E. W. Scripps nor Scripps Networks Interactive makes any recommendation on the purchase, retention or sale of shares of E. W. Scripps or those of Scripps Networks Interactive to be distributed.
	If you do decide to sell any shares, you should make sure your stockbroker, bank or other nominee understands whether you want to sell some or all of your E. W. Scripps shares, your Scripps Networks Interactive shares after the distribution, or both.
Q:	Where will I be able to trade Class A Common Shares of Scripps Networks Interactive?
A:	There is not currently a public market for the Class A Common Shares of Scripps Networks Interactive. We intend to apply to have our Class A Common Shares authorized for listing on the NYSE under the symbol “SNI”. Trading in Scripps Networks Interactive Class A Common Shares is expected to begin on a “when-issued” basis on or shortly before the record date and “regular-way” trading in such shares is expected to begin on the first trading day following the distribution date. If trading does begin on a “when-issued” basis, you may purchase or sell your Scripps Networks Interactive Class A Common Shares after that time, but your transaction will not settle until after the distribution date. On the first trading day following the distribution date, “when-issued” trading in respect of Scripps Networks Interactive Class A Common Shares will end and “regular-way” trading will begin. We cannot estimate trading prices, either before or after the distribution date, for Scripps Networks Interactive Class A Common Shares.
Q:	What will be the relationship between E. W. Scripps and Scripps Networks Interactive following the separation?
A:	The separation will establish Scripps Networks Interactive and E. W. Scripps as separate public companies. Both companies will, however, continue to benefit from certain commercial arrangements between them. For a period after the transaction, transition service agreements will be in place to provide certain services between the two companies. Other agreements will be in place to provide for the allocation between us and E. W. Scripps

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	of E. W. Scripps’ assets, liabilities and obligations attributable to periods prior to our separation from E. W. Scripps and will cover such matters as employee benefits, intellectual property and tax-related assets and liabilities.
	Each company will have a separate board of directors. The majority of directors of Scripps Networks Interactive will not be directors of E. W. Scripps, although it is currently expected that three directors of Scripps Networks Interactive will also be members of the E. W. Scripps Board of Directors.
Q:	Will the distribution of Scripps Networks Interactive Class A Common Shares affect the market price of my E. W. Scripps Class A Common Shares?
A:	Yes. As a result of the distribution, we expect the trading price of E. W. Scripps Class A Common Shares immediately following the distribution to be lower than immediately prior to the distribution because the trading price will no longer reflect the value of the networks and interactive media businesses. Furthermore, until the market has fully analyzed the value of E. W. Scripps without those businesses, the price of E. W. Scripps shares may experience volatility. There can be no assurance that the combined trading prices of E. W. Scripps Class A Common Shares and Scripps Networks Interactive Class A Common Shares after the distribution will not be less than the trading price of shares of E. W. Scripps Class A Common Shares before the distribution.
Q:	Who will be the distribution agent, transfer agent and registrar for shares of Scripps Networks Interactive?
A:	The Bank of New York Mellon Shareholder Services P.O. Box 11258 Church Street Station New York, New York 10286 Toll-Free Shareholder Services Line: (800) 524-4458
Q:	Where can I get more information?
A:	Before the distribution, if you have any questions, you should contact:
	E. W. Scripps Investor Relations [          ] [          ] Telephone: [          ]
	After the distribution, if you have any questions relating to your Scripps Networks Interactive shares, you should contact:
	Scripps Networks Interactive Investor Relations [          ] [          ] Telephone: [          ]

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SUMMARY

This summary highlights information contained elsewhere in this information statement and may not contain all of the information that may be important to you. For a complete understanding of the networks and interactive media business segments and the spin-off, you should read this summary together with the more detailed information and the financial statements appearing elsewhere in this information statement. You should read this entire information statement carefully, including the “Risk Factors” and “Forward-Looking Statements” sections.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement, including the combined financial statements of the networks and interactive media businesses of E. W. Scripps, which consist of the assets and liabilities involved in managing and operating such businesses, assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution.

References in this information statement to (1) the “Company,” “Scripps Networks Interactive,” “we,” “us” or “our” refer to Scripps Networks Interactive, Inc. and its direct and indirect subsidiaries, and (2) “E. W. Scripps” refers to The E. W. Scripps Company and its direct and indirect subsidiaries. The transaction in which Scripps Networks Interactive will be separated from E. W. Scripps and become a separately-traded public company is referred to in this information statement from time to time as the “spin-off” or the “separation.”

Our Business

Scripps Networks Interactive is a leading lifestyle content and Internet search company with respected, high-profile television and interactive brands. Our national television networks and interactive services engage audiences and efficiently serve advertisers by delivering entertaining and highly useful content that focuses on specifically defined topics of interest.

We manage our operations through two reportable operating segments: (i) Lifestyle Media (formerly Scripps Networks), which includes HGTV, Food Network, DIY Network (“DIY”), Fine Living, Great American Country (“GAC”), a minority interest in Fox-BRV Southern Sports Holdings LLC, and Internet-based businesses, including RecipeZaar.com, HGTVPro.com and FrontDoor.com, that are associated with the aforementioned television brands; and (ii) Interactive Services (formerly Interactive Media), which includes online comparison shopping and consumer information services; Shopzilla, BizRate, uSwitch and UpMyStreet.

Our Lifestyle Media segment derives revenue principally from advertising sales, affiliate fees and ancillary sales, including the sale and licensing of consumer products. Revenues from the Interactive Services segment are generated primarily from referral fees and commissions paid by merchants and service providers for online leads generated by our comparison shopping Web sites. Revenues from the Lifestyle Media segment accounted for 83 percent, 80 percent and 90 percent of our combined revenues for 2007, 2006 and 2005, respectively, and revenues from the Interactive Services segment accounted for 17 percent, 20 percent and 10 percent for those periods, respectively.

Scripps Networks Interactive engages audiences that are highly desirable to advertisers with entertaining and informative lifestyle content that is produced for television, the Internet and any other media platforms consumers choose. We intend to expand and enhance our Lifestyle Media brands through the creation of popular new programming and content, the use of new distribution platforms, such as high definition television channels, mobile phones and video-on-demand, and the licensing and sale of branded consumer products. We are particularly focused on the internal development and acquisition of interactive, digital media brands that are related to the lifestyle content categories popularized by our television networks and associated Internet enterprises. At our Interactive Services businesses, we aggregate large audiences on the Internet by organizing searchable and highly useful consumer information. We intend to enhance our Interactive Services businesses by improving the overall search capabilities of our Web sites, diversifying sources of revenue, increasing the volume of user-generated consumer information and developing new international and domestic markets.

Scripps Networks Interactive was organized as an Ohio corporation in 2007 and our principal offices are located at 312 Walnut Street, Suite XX, Cincinnati, Ohio, 45202, and our telephone number is (513) XXX-XXXX. Our Web site address is www.scrippsnetworksinteractive.com.

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We describe in this information statement the Lifestyle Media and Interactive Services operations to be distributed to us by E. W. Scripps in connection with the spin-off as if it were our business for all historical periods described. However, we are a newly-formed entity that will not independently conduct any operations before the spin-off. References in this document to our historical assets, liabilities, products, employees or activities generally refer to the historical assets, liabilities, products, employees or activities of the contributed businesses as they were conducted as part of E. W. Scripps before the spin-off. Our historical financial results as part of E. W. Scripps contained in this information statement may not be indicative of our financial results in the future as an independent company or reflect what our financial results would have been had we been an independent company during the periods presented.

Overview of the Separation

On October 16, 2007, E. W. Scripps announced that its Board of Directors had preliminarily approved a plan to separate E. W. Scripps into two independent, publicly traded companies — one for the national television networks and interactive media businesses and the other for E. W. Scripps’ newspaper publishing, broadcast television and syndication and licensing businesses.

On          , 2008, the Board of Directors of E. W. Scripps approved the distribution of all of the common shares of Scripps Networks Interactive, a wholly-owned subsidiary of E. W. Scripps that holds directly or indirectly the assets and liabilities associated with the national television networks and interactive services businesses. Following the distribution, E. W. Scripps shareholders will own 100 percent of the common shares of Scripps Networks Interactive.

Before our separation from E. W. Scripps, we will enter into a Separation and Distribution Agreement and several other agreements with E. W. Scripps to effect the separation and distribution. These agreements will govern the relationships between Scripps Networks Interactive and E. W. Scripps subsequent to the completion of the separation plan and will provide for the allocation between us and E. W. Scripps of E. W. Scripps’ assets, liabilities and obligations attributable to periods prior to our separation from E. W. Scripps.

The E. W. Scripps Board of Directors believes that separating the Scripps Networks Interactive business from the E. W. Scripps business is in the best interests of E. W. Scripps and its shareholders and has concluded that the separation will provide each separated company with certain opportunities and benefits. The management of each separated company will be able to focus on its respective businesses and pursue its specific growth and development agendas, design and implement corporate policies and strategies that are based primarily on the business characteristics of each company, and concentrate financial resources wholly on its own operations. The creation of separate equity securities for each of the businesses will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s business.

The E. W. Scripps Board of Directors considered a number of potentially negative factors in evaluating the separation, including risks relating to the creation of a new public company and possible increased costs, but concluded that the potential benefits of the separation outweighed these factors. For more information, see the sections entitled “The Separation — Reasons for the Separation” and “Risk Factors” included elsewhere in this information statement.

The distribution of our common shares as described in this information statement is subject to the satisfaction or waiver of certain conditions. For more information, see the section entitled “The Separation — Conditions to the Distribution” included elsewhere in this information statement.

The Spin-Off

The following is a summary of the material terms of the spin-off and related transactions. Please see “The Separation” for a more detailed description of the matters described below.

Distributing company	The E. W. Scripps Company
Distributed company	Scripps Networks Interactive, Inc.
Distribution ratio	Each holder of E. W. Scripps Class A Common Shares will receive one Class A Common Share of Scripps Networks Interactive for each

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	Class A Common Share of E. W. Scripps, and each holder of E. W. Scripps Common Voting Shares will receive one Common Voting Share of Scripps Networks Interactive for each Common Voting Share of E. W. Scripps, in each case as held on          , 2008, the record date for the distribution.
Securities to be distributed	Class A Common Shares and Common Voting Shares of Scripps Networks Interactive, which will constitute all of the outstanding shares of Scripps Networks Interactive immediately after the spin-off and of which none will be owned by E. W. Scripps. Based on the approximately          Class A Common Shares and approximately          Common Voting Shares of E. W. Scripps outstanding on           , 2008, and applying the one-for-one distribution ratio described above, approximately           Class A Common Shares and           Common Voting Shares of Scripps Networks Interactive will be distributed to E. W. Scripps shareholders as of the record date.
Record date	The record date for the distribution is [          , 2008]. In order to be entitled to receive shares of Scripps Networks Interactive in the spin-off, you must be a holder of shares of E. W. Scripps as of the close of business of the New York Stock Exchange on the record date.
Distribution date	The distribution date will be [          , 2008].
Distribution method	Scripps Networks Interactive Class A Common Shares will be issued only in book entry form. Paper stock certificates for such shares will be issued only upon request. Scripps Networks Interactive Common Voting Shares will be issued in the form of paper stock certificates.
Relationship between Scripps Networks and E. W. Scripps following the spin-off	After the spin-off, neither E. W. Scripps nor Scripps Networks Interactive will have any ownership interest in the other, and each of E. W. Scripps and Scripps Networks Interactive will be an independent public company. Two of the initial directors of Scripps Networks Interactive are expected to be directors of E. W. Scripps. These directors are the trustees of The Edward W. Scripps Trust. If the Trust fills the seat of a recently retired trustee, that person is expected to be a director of both companies. In connection with the spin-off, we are entering into a number of agreements with E. W. Scripps that will govern various relationships between us and E. W. Scripps following the distribution date. These agreements are expected principally to cover the provision of certain interim transitional services, allocation of certain tax benefits and liabilities and employee liabilities arising from periods prior to the spin-off, and perpetual licenses permitting us to use certain trademarks, trade names and software owned by E. W. Scripps. See “Our Relationship with E. W. Scripps Following the Spin-Off” herein. In addition, both Scripps Networks Interactive and E. W. Scripps will be under the control of The Edward W. Scripps Trust. See “Risk Factors — Common Voting Shares are principally held by The Edward W. Scripps Trust” herein.
Directors of Scripps Networks Interactive	Following the spin-off, we expect to have an initial board of directors (the “Board”) consisting of [ten] members. After the initial term, directors will be elected each year at an annual meeting of shareholders. See “Management — Board of Directors.”
Description of indebtedness	Upon the closing of the spin-off, we expect to have approximately $375 million outstanding under a $550 million 5-year unsecured revolving credit facility.

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Tax considerations	Assuming the distribution, together with certain related transactions, qualifies as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, no gain or loss will be recognized by a shareholder, and no amount will be included in the income of a shareholder, upon the receipt of our common shares pursuant to the distribution.
Conditions to the distribution	The distribution is subject to the satisfaction or, if permissible under the Separation and Distribution Agreement, waiver by E. W. Scripps of the following conditions, among other conditions described in this information statement:
	• the SEC shall have declared effective our registration statement on Form 10, of which this information statement is a part, with no stop order relating to the registration statement being in effect;
	• our Class A Common Shares shall have been accepted for listing on the NYSE, on official notice of issuance;
	• E. W. Scripps shall have received a private letter ruling from the IRS substantially to the effect that the distribution, together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, and such ruling shall be in form and substance satisfactory to E. W. Scripps;
	• E. W. Scripps shall have received an opinion of Baker & Hostetler LLP substantially to the effect that the distribution, together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, and such opinion shall be in form and substance satisfactory to E. W. Scripps;
	• no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the separation, distribution or any of the transactions contemplated by the Separation and Distribution Agreement or any ancillary agreement, shall be in effect; and
	• no other events or developments shall have occurred that, in the judgment of the E. W. Scripps Board of Directors, would result in the distribution having a material adverse effect on E. W. Scripps or its shareholders.
	The fulfillment of the foregoing conditions does not create any obligation on the part of E. W. Scripps to effect the distribution, and the E. W. Scripps Board of Directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the distribution, including by accelerating or delaying the timing of the consummation of all or part of the distribution, at any time prior to the distribution date.
Stock exchange listing	We intend to file an application to list our Class A Common Shares on the NYSE under the ticker symbol “SNI.”
Dividend policy	We expect that following the spin-off we will adopt a policy of paying, subject to legally available funds, a quarterly dividend of [$     ] per Class A Common Share and [$     ] per Common Voting Share. All decisions regarding the declaration and payment of dividends will be evaluated from time to time in light of our financial condition, earnings, growth prospects, funding requirements, applicable law and other factors deemed relevant by our board of directors.

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Voting rights and controlling interests	We will have two classes of shares: Common Voting Shares and Class A Common Shares. Holders of Class A Common Shares will be entitled to elect one-third of the board of directors, but will not be permitted to vote on any other matters except as required by Ohio law. Holders of Common Voting Shares will be entitled to elect the remainder of the board and to vote on all other matters. The Edward W. Scripps Trust will hold approximately 88 percent of our Common Voting Shares. As a result, the Trust will be able to elect two-thirds of the board of directors and to direct the outcome of any matter that does not require a vote of the Class A Common Shares. Given the concentration of ownership of the Common Voting Shares in The Edward W. Scripps Trust, no potential merger, takeover or other change of control transaction will occur without its approval.
Shareholder approval	Although it is not clear under Ohio law that holders of E. W. Scripps Common Voting Shares must approve the spin-off, E. W. Scripps has decided nonetheless to submit the spin-off and related transactions for their approval. Ohio law does not require the approval of the holders of E. W. Scripps Class A Common Shares. The Edward W. Scripps Trust, which holds approximately 88 percent of our Common Voting Shares, intends to vote its shares in favor of the spin-off and related transactions at the E. W. Scripps annual meeting to be held on          , 2008.
Dissenters’ rights	Although Ohio law is not clear on the matter of dissenters’ rights in connection with the spin-off, E. W. Scripps has decided to permit holders of E. W. Scripps Class A Common Shares, as well as holders of E. W. Scripps Common Voting Shares who do not vote in favor of the spin-off, to assert dissenters’ rights under Ohio law, subject to the right of E. W. Scripps to object to any such exercise and to oppose in an appropriate forum the availability of such rights under Ohio law. Instructions for perfecting any dissenters’ rights you may have may be found in this information statement at “Shareholder Vote and Dissenters’ Rights”.
Risk factors	Our business is subject to both general and specific risks and uncertainties relating to our business, our relationship with E. W. Scripps and our being a separately publicly traded company. Our business is also subject to risks relating to the separation. You should read carefully the section entitled “Risk Factors” included elsewhere in this Information Statement.

Corporate Information and Structure

Scripps Networks Interactive is an Ohio corporation and an existing indirect, wholly-owned subsidiary of E. W. Scripps. Scripps Networks Interactive’s principal executive office is located at 312 Walnut Street, Suite [          ], Cincinnati, Ohio 45202, and its telephone number is (513) 977-3000. After the spin-off, Scripps Networks Interactive’s principal executive office will be located at 312 Walnut Street, Suite [          ], Cincinnati, Ohio 45202 and its telephone number will be (513) [          ].

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Summary Combined Financial Data

Summary Historical and Pro Forma Combined Financial Data

The following table presents summary historical and pro forma financial data. The combined statement of operations data for each of the years in the three-year period ended December 31, 2007 and the summary combined balance sheet data as of December 31, 2007 and 2006 have been derived from our audited combined financial statements included elsewhere in this information statement. The combined statement of operations data for the years ended December 31, 2004 and 2003 and the combined balance sheet data as of December 31, 2005, 2004 and 2003 are derived from our unaudited combined financial statements that are not included in this information statement. The summary combined financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Unaudited Pro Forma Condensed Combined Financial Information” and our combined financial statements and related notes included elsewhere in this information statement.

The unaudited pro forma condensed statement of operations data for the year ended December 31, 2007 gives effect to the separation as if it occurred on January 1, 2007. The unaudited pro forma condensed combined balance sheet data assumes the separation occurred on December 31, 2007. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances. Such adjustments are subject to change based upon the finalization of the terms of the separation and the financing agreements. The unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations or financial condition which would have resulted had we been operating as an independent, publicly traded company during such periods. In addition, it is not necessarily indicative of our future results of operations or financial condition. Further information regarding the pro forma adjustments can be found within the “Unaudited Pro Forma Condensed Combined Financial Information” section of this information statement.

	For the Years Ended December 31,
	Pro Forma
	2007			2007			2006			2005			2004			2003
	(Unaudited)												(Unaudited)
	Dollars in thousands (except per share amounts)
Combined statement of operations data:
Operating revenue(1)
Lifestyle Media	$	1,184,901		$	1,184,901		$	1,052,403		$	903,014		$	723,713		$	535,013
Interactive Services		256,364			256,364			271,066			99,447			—			—
Total segment operating revenue		1,441,265			1,441,265			1,323,469			1,002,461			723,713			535,013
Segment profit (loss)(1)(2)
Lifestyle Media		605,014			605,014			517,572			414,369			304,367			204,297
Interactive Services		39,751			39,751			67,688			27,980			—			—
Corporate		(36,426	)		(35,006	)		(33,189	)		(25,182	)		(18,848	)		(14,690	)
Total segment profit		608,339			609,759			552,071			417,167			285,519			189,607
Income (loss) from continuing operations(3)(4)		(116,077	)		(130,368	)		233,780			175,880			119,494			81,960
Earnings (loss) per share
Basic		(0.71	)		N/A			N/A			N/A			N/A			N/A
Weighted average shares outstanding (000s)
Basic		163,014			N/A			N/A			N/A			N/A			N/A

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	As of December 31,
	Pro Forma
	2007		2007		2006		2005		2004		2003
	(Unaudited)						(Unaudited)
Balance sheet data:
Total assets(4)	$	2,016,291	$	2,017,827	$	2,384,952	$	2,011,333	$	1,454,177	$	990,816
Long term debt (including current portion)		375,000		503,361		764,956		824,238		531,047		507,084
Total parent company equity		1,116,613		1,013,288		1,185,578		797,320		587,503		226,740

Notes:

(1)	Operating revenue and segment profit represent the revenues and the profitability measures used to evaluate the operating performance of our reportable segments in accordance with Statement of Financial Accounting Standard (“FAS”) No. 131, Segment Reporting.
(2)	Segment profit is a supplemental non-GAAP financial measure. GAAP means generally accepted accounting principles in the United States. Our chief operating decision maker (as defined by FAS 131) evaluates the operating performance of our reportable segments and makes decisions about the allocation of resources to our reportable segments using a measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, impairment of goodwill and intangible assets, divested operating units, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America. Lifestyle Media segment profits include equity in earnings of affiliates.
(3)	The 2007 income from continuing operations includes impairment charges to goodwill of $312,116 and other intangibles assets of $98,890, relating to uSwitch.
(4)	The following acquisitions accounted for the increase in operations and assets:

a.	2007- RecipeZaar.com, a user-generated recipe and community site. Pickle.com, a Web site that enables users to easily organize and share photos and videos from any camera or mobile phone device.
b.	2006- uSwitch, a Web-based comparison shopping service that helps consumers compare prices and arrange for the purchase of a range of essential home services and personal finance products.
c.	2005- Shopzilla, a Web-based product comparison shopping service.
d.	2004- The Great American Country network.

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RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information set forth in this information statement. The risk factors generally have been separated into three groups: (i) risks relating to the separation; (ii) risks relating to our common shares; and (iii) risks relating to our business. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our company in each category of risk. The risks and uncertainties our company faces, however, are not limited to those set forth in the risk factors described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

If any of the following risks or uncertainties develops into actual events, these events could have a material adverse effect on our business, financial condition or results of operations. In such case, the trading price of our common shares could decline.

Risks Relating to the Separation

We may not achieve the benefits expected from our separation from E. W. Scripps.

We expect that, as a stand-alone, independent public company, we will be able to design and implement corporate policies and strategies based primarily on the characteristics of our business, to focus our financial resources wholly on our own operations, and to implement and maintain a capital structure designed to meet our own specific needs. Nonetheless, we may not be able to achieve all or any of these benefits. Furthermore, by separating from E. W. Scripps there is a risk that we may be more susceptible to market fluctuations and other adverse events than we would have been were we still a part of the current E. W. Scripps. As part of E. W. Scripps, we enjoyed certain benefits, including operating diversity, purchasing and borrowing leverage, and available capital for investments. These benefits may not be as readily achievable as a smaller, stand-alone company.

The historical and pro forma financial information included in this information statement may not be indicative of our results as an independent company.

Prior to the separation, our business was operated by E. W. Scripps as part of its broader corporate organization, rather than as an independent company. E. W. Scripps or one of its affiliates performed various corporate functions for us, including, but not limited to, tax administration, cash management, accounting, information services, human resources, legal services, ethics and compliance, real estate management, investor and public relations, certain governance functions (including compliance with the Sarbanes-Oxley Act of 2002 and internal audit) and external reporting. Our historical financial results reflect allocations of corporate expenses from E. W. Scripps for these and similar functions. These allocations may be less than the comparable expenses we will incur as a separate, publicly traded company.

We may not achieve all the benefits of scale that the combined company currently achieves.

Our business is currently integrated with the other businesses of E. W. Scripps. Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While we expect to enter into short-term transition agreements that will govern certain commercial and other relationships between us and E. W. Scripps after the separation, those temporary arrangements may not capture the benefits our businesses have enjoyed as a result of being integrated with the other businesses of E. W. Scripps. Additionally, the cost of performing certain functions and the cost of agreements negotiated with third parties after the temporary arrangements with E. W. Scripps terminate may be higher than the costs that would have been incurred as a combined company. The loss of these benefits of scale could have an adverse effect on our business, results of operations and financial condition following the completion of the separation.

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In connection with the separation, we will rely upon E. W. Scripps to perform under various agreements.

In connection with the separation, Scripps Networks Interactive and E. W. Scripps will enter into various agreements, including a Separation and Distribution Agreement, a Tax Allocation Agreement, a Transition Services Agreement and an Employee Matters Agreement. The Separation and Distribution Agreement, Tax Allocation Agreement and Employee Matters Agreement will determine the allocation of assets and liabilities between the companies following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The Transition Services Agreement will provide for the performance of certain services by each company on the other company’s behalf for a period of time after the separation until both companies are capable of providing such services on their own. We will rely on E. W. Scripps to satisfy its performance and payment obligations under these agreements. If E. W. Scripps were to be unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses.

If the distribution, together with certain related transactions, were to fail to qualify as a reorganization for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code, then our shareholders, we or E. W. Scripps might be subject to significant tax liability.

E. W. Scripps has received a private letter ruling from the IRS substantially to the effect that the distribution, together with certain related transactions, will qualify for tax-free treatment under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code. In addition, E. W. Scripps intends to obtain an opinion from Baker & Hostetler LLP substantially to the effect that the distribution, together with certain related transactions, will so qualify. The IRS private letter ruling relies, and the opinion will rely, on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and neither the IRS private letter ruling nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the IRS private letter ruling does not address all the issues that are relevant to determining whether the distribution will qualify for tax-free treatment. Notwithstanding the IRS private letter ruling and opinion, the IRS could determine that the distribution should be treated as a taxable transaction if it determines that any of the representations, assumptions or undertakings that were included in the request for the private letter ruling is false or has been violated or if it disagrees with the conclusions in the tax opinion that are not covered by the IRS ruling. For more information regarding the tax opinion and the private letter ruling, see the section entitled “Certain U.S. Federal Income Tax Consequences of the Distribution” included elsewhere in this information statement.

If the distribution fails to qualify for tax-free treatment, E. W. Scripps would be subject to tax as if it had sold the common shares of our company in a taxable sale for fair market value, and our initial public shareholders would be subject to tax as if they had received a taxable distribution equal to the fair market value of our common shares distributed to them. Under the Tax Allocation Agreement between E. W. Scripps and us, we would generally be required to indemnify E. W. Scripps against any tax resulting from the distribution to the extent that such tax resulted from (i) an acquisition of all or a portion of our shares or assets, whether by merger or otherwise, (ii) other actions or failures to act by us or (iii) any of our representations or undertakings being incorrect or violated. For a more detailed discussion, see the section entitled “Our Relationship With E. W. Scripps Following the Spin-Off — Tax Allocation Agreement” included elsewhere in this information statement. Our indemnification obligations to E. W. Scripps and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify E. W. Scripps or such other persons under the circumstances set forth in the Tax Allocation Agreement, we may be subject to substantial liabilities.

The tax rules applicable to the separation may restrict us from engaging in certain corporate transactions for a period of time after the separation.

To preserve the tax-free treatment to E. W. Scripps of the distribution, under the Tax Allocation Agreement that we will enter into with E. W. Scripps, for the two-year period following the distribution, we are subject to restrictions with respect to:

•  entering into any transaction pursuant to which all or a portion of our shares would be acquired, whether by merger or otherwise, unless certain tests are met;

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•  issuing equity securities beyond certain thresholds;

•  repurchasing Scripps Networks Interactive common shares beyond certain thresholds;

•  ceasing to actively conduct the Scripps Networks Interactive business; and

•  taking any other action that prevents the spin-off and related transactions from being tax-free.

These restrictions may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that might increase the value of our business. For more information, see the sections entitled “Certain U.S. Federal Income Tax Consequences of the Distribution” and “Our Relationship With E. W. Scripps Following the Spin-Off — Tax Allocation Agreement” included elsewhere in this information statement.

In connection with the separation, E. W. Scripps will indemnify us for certain liabilities. There can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that E. W. Scripps’ ability to satisfy its indemnification obligations will not be impaired in the future.

Pursuant to the Separation and Distribution Agreement, E. W. Scripps will agree to indemnify us from certain liabilities, as discussed further in the section entitled “Our Relationship with E. W. Scripps Following the Spin-Off — Separation and Distribution Agreement — Indemnification Obligations” included elsewhere in this information statement. Third parties could seek to hold us responsible for any of the liabilities that E. W. Scripps has agreed to retain, and there can be no assurance that the indemnity from E. W. Scripps will be sufficient to protect us against the full amount of such liabilities, or that E. W. Scripps will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from E. W. Scripps any amounts for which we are held liable, we will be temporarily required to bear those losses ourselves until such recovery. Each of these risks could adversely affect our business, results of operations and financial condition.

After the separation, certain of our directors and officers may have actual or potential conflicts of interest because of their positions in Scripps Networks Interactive and E. W. Scripps and because of their share or option ownership in E. W. Scripps.

It is currently expected that two directors of Scripps Networks Interactive will also be members of the E. W. Scripps Board of Directors. These directors are trustees of The Edward W. Scripps Trust. If the Trust fills the seat of a recently retired trustee, that person is expected to be a director of both companies as well. These common directors could create, or appear to create, potential conflicts of interest when Scripps Networks Interactive’s and E. W. Scripps’ management and directors face decisions that could have different implications for the two companies.

Also, because of their current or former positions with E. W. Scripps, most of the persons we expect to be our directors and executive officers own E. W. Scripps Class A Common Shares, options to purchase shares of E. W. Scripps Class A Common Shares or other equity awards. Following the distribution, these officers and directors may own E. W. Scripps Class A Common Shares. The individual holdings may be significant for some of these persons compared to their total assets. This ownership may create, or, may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for E. W. Scripps and Scripps Networks Interactive. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between Scripps Networks Interactive and E. W. Scripps regarding the terms of the agreements governing the separation and the relationship thereafter between the companies. Potential conflicts of interest could also arise if Scripps Networks Interactive and E. W. Scripps enter into any commercial arrangements with each other in the future.

Risks Relating to Our Class A Common Shares

There is no existing market for our Class A Common Shares, and a trading market that will provide you with adequate liquidity may not develop for our Class A Common Shares. In addition, once our Class A Common Shares begin trading, the market price of our shares may fluctuate widely.

There is currently no public market for our Class A Common Shares or Common Voting Shares. It is anticipated that on or prior to the record date for the distribution, trading of shares of our Class A Common Shares

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will begin on a “when-issued” basis and will continue up to and through the distribution date. There can be no assurance that an active trading market for our Class A Common Shares will develop as a result of the distribution or be sustained in the future. There is currently no public market for our Common Voting Shares and we do not anticipate that such a market will develop following the completion of the distribution.

We cannot predict the prices at which our Class A Common Shares may trade after the distribution. The market price may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:

•  our business profile and market capitalization may not fit the investment objectives of shareholders of E. W. Scripps, including shareholders who hold E. W. Scripps shares based on inclusion of E. W. Scripps in the Standard & Poor’s 500 Index (“S&P 500”) and other indices, as it is possible that our Class A Common Shares will not be included in the S&P 500 and certain of such other indices after the distribution;

•  a shift in our investor base;

•  our quarterly or annual earnings, or those of other companies in our industry;

•  actual or anticipated fluctuations in our operating results;

•  announcements by us or our competitors of significant acquisitions or dispositions;

•  the failure of securities analysts to cover our Class A Common Shares after the distribution;

•  changes in earnings estimates by securities analysts or our ability to meet our earnings guidance;

•  the operating and share price performance of other comparable companies; and

•  overall market fluctuations and general economic conditions.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our Class A Common Shares.

Substantial sales of Class A Common Shares may occur in connection with this distribution, which could cause our Class A Common Share price to decline.

The Scripps Networks Interactive Class A Common Shares that E. W. Scripps distributes to its shareholders generally may be sold immediately in the public market. Although we have no actual knowledge of any plan or intention on the part of any 5 percent or greater shareholder to sell Scripps Networks Interactive Class A Common Shares following the separation, it is possible that some E. W. Scripps shareholders, including possibly some of E. W. Scripps’ large shareholders and index fund investors, will sell E. W. Scripps or Scripps Networks Interactive Class A Common Shares received in the distribution for various reasons — for example, our business profile or market capitalization as an independent company may not fit their investment objectives. The sales of significant amounts of our Class A Common Shares or the perception in the market that this will occur may reduce the market price of our Class A Common Shares.

Your percentage ownership in Scripps Networks Interactive may be diluted in the future.

As with any publicly traded company, your percentage ownership in Scripps Networks Interactive may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we expect will be granted to our directors, officers and employees. See “Executive Compensation — Compensation Program Elements — Employee Benefit Plans” herein.

Common Voting Shares will be principally held by The Edward W Scripps Trust, and this could inhibit potential changes of control.

We will have two classes of shares: Common Voting Shares and Class A Common Shares. Holders of Class A Common Shares will be entitled to elect one-third of the board of directors, but will not be permitted to vote on any other matters except as required by Ohio law. Holders of Common Voting Shares will be entitled to elect the remainder of the Board and to vote on all other matters. The Edward W. Scripps Trust will hold approximately

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88 percent of the Common Voting Shares. As a result, the Trust will be able to elect two-thirds of the board of directors and to direct the outcome of any matter that does not require a vote of the Class A Common Shares. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our business, the market price of our Class A Common Shares could be adversely affected.

The combined post-distribution value of E. W. Scripps and Scripps Networks Interactive shares may not equal or exceed the pre-distribution value of E. W. Scripps shares.

After the distribution, E. W. Scripps Class A Shares will continue to be listed and traded on the New York Stock Exchange. Application will be made to list the shares of Scripps Networks Interactive Class A Shares on the New York Stock Exchange. We cannot assure you that the combined trading prices of E. W. Scripps Class A Shares and Scripps Networks Interactive Class A Shares after the distribution, as adjusted for any changes in the combined capitalization of these companies, will be equal to or greater than the trading price of E. W. Scripps Class A Shares prior to the distribution. Until the market has fully evaluated the business of E. W. Scripps without the businesses of Scripps Networks Interactive, the price at which E. W. Scripps Class A Shares trade may fluctuate significantly. Similarly, until the market has fully evaluated the businesses of Scripps Networks Interactive, the price at which Scripps Networks Interactive Class A Shares trade may fluctuate significantly.

The change in control severance plan that Scripps Networks Interactive expects to have in place following the distribution and certain provisions of the agreements that Scripps Networks Interactive and E. W. Scripps will enter into in connection with the distribution may discourage takeovers.

Effective on the distribution date, Scripps Networks Interactive will have in place a change in control severance plan covering specified participants that would be triggered if there is a “change in control” and a qualifying termination (or constructive termination) of employment during the twenty-four month period following a change in control. The triggering events would result in the payment of specified severance benefits (including a lump sum multiple of the terminated participant’s compensation), outplacement services, vesting of long-term incentive awards, and tax “gross-up” payment if necessary to satisfy certain tax obligations relating to the severance payments. This severance plan is substantially comparable to the change in control severance plan adopted by E. W. Scripps and could make it more expensive for a buyer of Scripps Networks Interactive to acquire control and therefore could discourage unsolicited offers.

If the distribution is considered part of a “plan (or series of related transactions)” pursuant to which 50 percent or more of the voting power or value of Scripps Networks Interactive stock is acquired, the distribution will be taxable to E. W. Scripps (but not to its shareholders) under Section 355(e) of the Internal Revenue Code. For this purpose, any acquisitions of Scripps Networks Interactive shares that occur within two years after the distribution (subject to certain exceptions including an exception for public trading) will be presumed to be part of such a plan, although E. W. Scripps may be able to rebut that presumption. Under the Tax Allocation Agreement to be entered into in connection with the distribution, we will agree to indemnify E. W. Scripps if the distribution is taxable to E. W. Scripps as a result of actions taken or permitted by us. Scripps Networks Interactive will also enter into a Separation and Distribution Agreement and an Employee Matters Agreement covering specified indemnification and other matters that may arise after the distribution. These agreements may have the effect of discouraging or preventing an acquisition of Scripps Networks Interactive or a disposition of its business.

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Federal law and Federal Communications Commission (“FCC”) regulations applicable because of E. W. Scripps’ and Scripps Networks Interactive’s common directors and voting shareholders may limit Scripps Networks Interactive’s activities, including the ability to own or operate media properties it does not presently own or operate.

For FCC purposes, the common directors and five percent or greater voting shareholders of E. W. Scripps and Scripps Networks Interactive will be deemed to hold attributable interests in each of the companies after the distribution. As a result, the business and conduct of one company may have the effect of limiting the activities or strategic business alternatives available to the other company.

Risks Relating to Our Business

A wide range of factors could materially affect future developments and performance. In addition to the factors affecting specific business operations, identified elsewhere in this information statement, the most significant factors affecting our operations include those listed below. References to events, statistics or other historical matters pertain to the national television networks and interactive media business segments as then operated by E. W. Scripps. In considering such historical matters, you should be mindful of the cautionary statements made in “Unaudited Pro Forma Combined Financial Data” herein.

Changes in public and consumer tastes and preferences could reduce demand for our services and reduce profitability of our businesses.

Each of our businesses provides content and services whose success is primarily dependent upon acceptance by the public. We must consistently create and distribute offerings that appeal to the prevailing consumer tastes at any point in time. Audience preferences change frequently and it is a challenge to anticipate what content will be successful at any point. Other factors, including the availability of alternative forms of entertainment and leisure time activities, general economic conditions and the growing competition for consumer discretionary spending may also affect the audience for our content and services. If our Lifestyle Media businesses do not achieve sufficient consumer acceptance, our revenue from advertising sales, which are based in part on network ratings, may decline and adversely affect our profitability. If our Interactive Services businesses are unable to provide service and content popular with the public, traffic to the sites will decrease, which may result in a decrease in referral revenue and profitability.

We are dependent upon the maintenance of distribution agreements with cable and satellite distributors on acceptable terms.

We enter into long-term contracts for the distribution of our national television networks on cable and satellite television systems. Our long-term distribution arrangements enable us to reach a large percentage of cable and direct broadcast satellite households across the United States. As these contracts expire, we must renew or renegotiate them. If we are unable to renew them on acceptable terms, we may lose distribution rights.

The loss of a significant number of affiliation arrangements on basic programming tiers could reduce the distribution of our national television networks, thereby adversely affecting affiliate fee revenue, and potentially impacting our ability to sell advertising or the rates we charge for such advertising.

Networks that are carried on digital tiers are dependent upon the continued upgrade of cable systems to digital capability and the public’s continuing acceptance of, and willingness to pay for upgrades to digital cable as well as our ability to negotiate favorable carriage agreements on widely accepted digital tiers.

Consolidation among cable television system operators has given the largest cable and satellite television systems considerable leverage in their relationship with programmers. The two largest cable television system operators provide service to approximately 43 percent of households receiving cable or satellite television service today, while the two largest satellite television operators provide service to an additional 31 percent of such households.

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Continued consolidation within the industry could reduce the number of distributors available to carry our programming, subject our affiliate fee revenue to greater volume discounts, and further increase the negotiating leverage of the cable and satellite television system operators.

Advertising and marketing spending by our customers is subject to seasonal and cyclical variations.

Revenues in our Lifestyle Media segment are influenced by advertiser demand and are generally higher in the second and fourth quarters due to the increased demand in the spring and holiday seasons. Referral fee revenues in our Interactive Services segment are highest in the fourth quarter primarily due to the increased online shopping activity during the holiday season. If a short-term negative impact on our business were to occur during a time of high seasonal demand, there could be a disproportionate effect on the operating results of that business for the year.

Significant competitive pressures may affect the profitability of our businesses.

We face substantial competition in our Lifestyle Media and Interactive Services businesses from alternative providers of similar services. Our national television networks compete for viewers with other broadcast and national television networks as well as with home video products and Internet usage, and they compete for carriage of their programming with other programming providers. Additionally, our national television networks compete for advertising revenues with a variety of other media alternatives including other broadcast and national television networks, the Internet, newspapers, radio stations, and billboards. Our Lifestyle Media branded Web sites compete for visitors and advertising dollars with other forms of media aimed at attracting similar audiences and must maintain popular content in order to maintain and increase site traffic. Our Interactive Services businesses compete for marketing service revenues with other comparison shopping services, general search engines, and other providers of information on shopping and essential home services. Our ability to maintain our relationship with participating retailers and service providers is largely dependent on our ability to provide them a cost effective means of attracting customers. Competition in each of these areas may divert consumers from our services, which could reduce the profitability of our businesses.

Changes in consumer behavior resulting from new technologies and distribution platforms may impact the performance of our businesses.

We must adapt to advances in technologies and distribution platforms related to content transfer and storage to ensure that our content remains desirable and widely available to our audiences. The ability to anticipate and take advantage of new and future sources of revenue from technological developments will affect our ability to continue to increase our revenue and expand our business. Additionally, we must adapt to the changing consumer behavior driven by advances such as video-on-demand, devices providing consumers the ability to view content from remote locations, and general preferences for user-generated and interactive content. Changes of these types may impact our traditional distribution methods for our services and content. If we cannot ensure that our distribution methods and content are responsive to our target audiences, there could be a negative effect on our business.

Our Lifestyle Media business is subject to risks of adverse laws and regulations.

Our programming services, and the distributors of the services, including cable operators, satellite operators and Internet companies, are regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC, as well as by state and local governments. The U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations. For example, legislators and regulators continue to consider rules that would effectively require cable television operators to offer all programming on an à la carte basis (which would allow viewers to subscribe to individual networks rather than a package of channels) and/or require programmers to sell channels to distributors on an à la carte basis. Certain cable television operators and other distributors have already introduced tiers, or more targeted channel packages, to their customers that may or may not include some or all of our networks. The unbundling of program services at the retail and/or wholesale level could reduce distribution of certain of our program services, thereby leading to reduced viewership and increased marketing expenses, and could affect our ability to compete for or attract the same level of advertising dollars or distribution fees.

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We purchase keyword advertising on general search engines to attract consumers to our interactive media Web sites.

We attract traffic to our Interactive Services Web sites through search results displayed by Google, Yahoo! and other popular general search engines. Search engines typically provide two types of search results, algorithmic listings and sponsored listings. We rely on both algorithmic and sponsored listings to attract consumers to our comparison shopping Internet sites.

Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed and controlled by the search engine. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. Modification of such algorithms may result in fewer consumers clicking through to our Internet sites.

We also rely on purchased listings to attract consumers to our Web sites. Many general search engines also operate Internet shopping services. Modification or termination of our contractual relationships with general search engines to purchase keyword advertising could result in fewer consumers clicking through to our Internet site. We may incur additional expenses to replace this traffic.

Approximately 40 percent of our 2007 referral fee revenue came from one general search engine and a change in this relationship could reduce the revenue of the business.

We are currently operating under an agreement with a general search engine to participate in its sponsored links program. Under the agreement, which expires in October 2008, we display listings from the search engine’s advertisers as a part of our service and we receive a share of the revenues earned by the search engine when consumers visit the advertisers’ Web sites. Our revenues could be negatively impacted if this agreement is not renewed upon expiration or if the agreement is not renewed on similar terms.

Changes in economic conditions in the United States, the regional economies in which we operate or in specific economic sectors could adversely affect the profitability of our businesses.

Approximately 80 percent of our revenues in 2007 was derived from marketing and advertising spending by businesses operating in the United States. Advertising and marketing spending is sensitive to economic conditions, and tends to decline in recessionary periods. A decline in economic conditions could reduce advertising prices and volume, resulting in a decrease in our advertising revenues. A decline in economic conditions could also impact consumer discretionary spending. Such a reduction in consumer spending may impact the volume of online shopping, which could adversely affect our comparison shopping business.

We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, we may lose valuable assets.

Our business depends on our intellectual property, including internally developed technology, data resources and brand identification. We attempt to protect these intellectual property rights through a combination of copyright, trade secret, patent and trademark law and contractual restrictions, such as confidentiality agreements. We also depend on our trade names and domain names. We file applications for patents, trademarks, and other intellectual property registrations, but we may not be granted such intellectual property protections. In addition, even if such registrations are issued, they may not fully protect all important aspects of our business and there is no guarantee that our business does not or will not infringe upon intellectual property rights of others. Furthermore, intellectual property laws vary from country to country, and it may be more difficult to protect and enforce our intellectual property rights in some foreign jurisdictions. In the future, we may need to litigate in the United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others. This litigation could potentially be expensive and possibly divert the attention of our management.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our service, technology and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of

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these rights. If we are unable to protect and enforce our intellectual property rights, then we may not realize the full value of these assets, and our business may suffer.

Our Interactive Services businesses are subject to online security risks, including security breaches and identity theft.

Our Interactive Services businesses transmit confidential information over public networks. A significant number of participating retailers authorize us to bill their credit cards directly for referrals provided to the retailer. Consumers switching essential home services provide sensitive personal data when completing contracts with the service providers. We rely upon encryptions and authentication technology provided by third parties to secure transmission of such confidential information.

Our Web site infrastructure is vulnerable to computer viruses and similar disruptions, and we may be subject to “denial-of-service” attacks that might make our Web sites unavailable for periods of time.

We Could Suffer Losses Due to Asset Impairment Charges

We test our goodwill and intangible assets for impairment during the fourth quarter of every year and on an interim date should factors or indicators become apparent that would require an interim test, in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. If the fair value of a reporting unit or an intangible asset is revised downward due to declines in business performance, impairment under SFAS 142 could result and a non-cash charge could be required. This could materially affect our reported net earnings.

FORWARD-LOOKING STATEMENTS

This information statement and other materials filed or to be filed by us, as well as information in other statements made or to be made by us, contain statements, including in this document under the captions “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this information statement are based on historical performance and current plans, estimates and expectations. We may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. Any forward-looking statement speaks only as of the date it is made. Forward-looking statements involve risks and uncertainties, and the inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations that we contemplate will be achieved.

We believe that the factors that could cause actual results to differ materially include but are not limited to the factors we describe in this information statement, including under “Risk Factors,” “The Separation,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following list represents some, but not necessarily all, of the factors that could cause our actual results to differ from our historical results or those anticipated or predicted by these forward-looking statements:

•  any failure to realize expected benefits from the spin-off;

•  a change in our revenue and operating cost following the spin-off;

•  a determination by the IRS that the distribution should be treated as a taxable transaction;

•  volatility in the equity market;

•  competition in our industries;

•  difficulty in implementing our business strategy;

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•  our ability to respond to changing consumer preferences;

•  our ability to maintain and expand our Internet operations; and

•  our ability to attract and retain qualified personnel.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this information statement. Many other important factors cannot be predicted or quantified and are outside of our control. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we may project. The forward-looking statements included in this information statement are made only as of the date of this information statement, and we undertake no obligation to publicly update or review any forward-looking statement we make, whether as a result of new information, future developments, subsequent events or circumstances or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting for or on our behalf are expressly qualified in their entirety by this section.

THE SEPARATION

On October 9, 2007, the Board of Directors of The E. W. Scripps Company (“E. W. Scripps”) preliminarily approved a plan to separate E. W. Scripps into two independent, publicly traded companies. As so approved, the separation was to occur through the distribution to E. W. Scripps shareholders of all of the common shares of a subsidiary of E. W. Scripps that holds or will hold, directly or indirectly, the assets and liabilities of the networks and interactive media businesses of E. W. Scripps.

In furtherance of this plan, on          , 2008, the E. W. Scripps Board of Directors approved the distribution of all shares of Scripps Networks Interactive held by E. W. Scripps to holders of E. W. Scripps shares.

On          , 2008, the distribution date, each E. W. Scripps shareholder will receive one Scripps Networks Interactive Class A Common Share for each E. W. Scripps Class A Common Share held of record on the record date and one Scripps Networks Interactive Common Voting Share for each E. W. Scripps Common Voting Share held of record on the record date. Following the distribution, E. W. Scripps shareholders will own 100 percent of each class of our common shares.

You will not be required to make any payment, surrender or exchange your shares of E. W. Scripps or take any other action to receive our common shares.

The distribution of our Class A Common Shares and Common Voting Shares as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see the caption entitled “Conditions to the Distribution” included elsewhere in this section.

Background

In 2006, management of E. W. Scripps commenced a review of long-term strategy for the company’s businesses against a background of changing media industry dynamics, including rapid worldwide broadband penetration and digital convergence and the advent of new advertising models brought about by the development of the Internet. National media, such as national television networks and interactive businesses, stood to benefit from the opportunities of digital transition, as distribution windows opened for traditional content and online audiences and advertising continued to grow. Traditional local media, such as newspapers and television stations, while able to benefit in a number of ways from changing conditions in the media industry, nonetheless continued to face challenges as needs and preferences of consumers and advertisers changed in the face of the Internet and other transforming technologies. These opportunities and challenges, in the midst of consolidation in the media industry and the proliferation of new media businesses, led management of E. W. Scripps to begin analyzing whether there were alternatives to the structure of E. W. Scripps that could be pursued to enhance shareholder value for the long term. In conjunction with this analysis, E. W. Scripps retained Goldman, Sachs & Co. to serve as its financial advisor.

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At a meeting in October 2006, the E. W. Scripps board met with management, representatives of Goldman, Sachs and outside legal advisors to discuss alternative strategies for the company. The board and management continued to explore alternative strategies at meetings in December 2006, February 2007 and May 2007.

At a meeting held on July 31, 2007, management and the financial advisor reported to the board on various structural alternatives for the E. W. Scripps businesses, principally focusing on possible separation of E. W. Scripps into two companies, one operating the networks and interactive businesses and the other operating the newspaper publishing, broadcast television and licensing and syndication businesses. After discussion, the board directed management to prepare, with advice of the company’s financial and legal advisors, a preliminary plan that would provide for the separation of E. W. Scripps along these lines.

At a board of directors meeting held on September 17, 2007, management presented a plan to separate the national and local media businesses of E. W. Scripps by spinning off the networks and interactive businesses to form a new public company, with the newspaper and broadcast divisions and certain other operations remaining in E. W. Scripps. Management reviewed with the board the potential timetable for a spin-off, the potential value created by a separation, various legal requirements, governance matters, management and financial tasks and other organizational matters. After discussion, the board directed management to prepare additional information, with assistance from the company’s financial advisor and legal counsel, to present to the board at a later meeting.

At a meeting of the board held on October 9, 2007, management presented additional information relating to the potential distribution of the networks and interactive businesses, including an analysis of the strategies, opportunities and risks for the resulting companies. Management presented information to the board along with financial plans and goals, proposed capital structures and dividend policies for the two companies that would result from a distribution. Representatives of Goldman Sachs reviewed other structural alternatives, discussed the merits of the distribution, and presented analyses relating to valuation, dividend policy, capitalization, governance structure, and other aspects of the companies resulting from the spin-off. Baker & Hostetler LLP reviewed with the board a proposed structure for the distribution, directors’ fiduciary duties and the potential tax treatment of the distribution. Following completion of all discussions, the board of directors unanimously approved proceeding with the proposed separation. The primary reasons for the board’s decision are described below under “The Separation — Reasons for the Separation.”

Reasons for the Separation

The E. W. Scripps Board of Directors determined that the separation is in the best interests of E. W. Scripps and its shareholders and approved the separation accordingly. A wide variety of factors were considered by the Board in evaluating the separation. The following matters are not intended to represent a complete list of considerations, but rather a list of some key factors contemplated during the decision process.

•  Management focus — The separation will allow management of both companies to design and implement corporate strategies and policies that are based primarily on the business characteristics and strategic direction of the respective companies. Additionally, both companies can concentrate their financial resources solely on their own operations and will be better able to respond quickly to changes in their respective industries.

•  Capital allocation — The separated companies will no longer need to compete internally for capital, and both companies will have direct access to capital markets to fund their agendas. This will provide each company’s management more control over capital resources from which to make strategic investments in their respective businesses.

•  Management incentives — The separation will enable each company to create tailored equity-based incentives, including stock options and restricted shares, for its key employees. Separate equity-based compensation arrangements should more closely align the interests of management with the interests of shareholders and may improve each company’s performance.

•  Investor appeal — The separation will provide investors with two individual investment options that may be more appealing than an investment in the current combined company. Separating the Scripps Networks Interactive businesses will result in each company representing more of a pure-play investment that will

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appeal to the respective investor bases due to each company’s more defined and focused business model. This will allow investors to more appropriately value the merits, performance and future prospects of each company.

The E. W. Scripps Board of Directors also considered a number of potentially negative factors in evaluating the separation, including loss of synergies from operating as one company, increased costs, loss of joint purchasing power, disruptions to the businesses as a result of the separation, the limitations placed on Scripps Networks Interactive as a result of the Tax Allocation Agreement and other agreements it is expected to enter into with E. W. Scripps in connection with the spin-off, the risk of being unable to achieve expected benefits from the separation, the risk that the plan of separation might not be completed and the one-time and ongoing costs of the separation. The E. W. Scripps Board of Directors concluded that the potential benefits of the separation outweighed these factors.

Formation of a Holding Company Prior to Our Distribution

In connection with and prior to our distribution, E. W. Scripps organized Scripps Networks Interactive as an Ohio corporation on October 23, 2007 for the purpose of transferring to it all of the assets and liabilities, including certain entities holding such assets and liabilities, of the networks and interactive media businesses.

When and How You Will Receive the Dividend

E. W. Scripps will distribute our Class A Common Shares and Common Voting Shares on          , 2008, the distribution date. E. W. Scripps’ transfer agent and registrar will serve as transfer agent and registrar for the Scripps Networks Interactive Class A Common Shares and Common Voting Shares and as distribution agent in connection with the distribution of Scripps Networks Interactive Class A Common Shares and Common Voting Shares.

If you own E. W. Scripps Class A Common Shares or Common Voting Shares as of the close of business on the record date, the Scripps Networks Interactive Class A Common Shares or Common Voting Shares that you are entitled to receive in the distribution will be issued, as of the distribution date, to your account as follows:

•  Registered Shareholders.  If you own your E. W. Scripps shares directly (either in book-entry form through an account at E. W. Scripps’ transfer agent, Mellon, or if you hold physical paper share certificates), you will receive your Scripps Networks Interactive Class A Common Shares by way of direct registration in book-entry form and your Scripps Networks Interactive Common Voting Shares in the form of a physical paper certificate.

Commencing on or shortly after the distribution date, if you hold physical paper share certificates that represent your E. W. Scripps Class A Common Shares and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number and class of Scripps Networks Interactive Class A Common Shares that have been registered in book-entry form in your name.

If you have any questions concerning the mechanics of having shares registered in book-entry form, we encourage you to contact Mellon at the address set forth on page    of this information statement.

•  Beneficial Shareholders.  Most shareholders hold their E. W. Scripps shares beneficially through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership is recorded on the bank or brokerage firm’s books. If you so hold your E. W. Scripps shares, your bank or brokerage firm will credit your account for the Scripps Networks Interactive shares that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” we encourage you to contact your bank or brokerage firm.

Results of the Separation

After our separation from E. W. Scripps, we will be a separate publicly-traded company. Immediately following the distribution, we expect to have approximately           holders of record of our Class A Common Shares, based on the number of holders of record of E. W. Scripps Class A Common Shares on          , 2008, and

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approximately           holders of record of our Common Voting Shares, based on the number of holders of record of E. W. Scripps Common Voting Shares on          , 2008, with           Class A Common Shares and          Common Voting Shares outstanding, based on the number of E. W. Scripps Class A Common Shares and Common Voting Shares outstanding on          , 2008. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of E. W. Scripps options between the date the E. W. Scripps Board of Directors declares the dividend for the distribution and the record date for the distribution.

Before the separation, we will enter into a Separation and Distribution Agreement and several other agreements with E. W. Scripps to effect the separation and provide a framework for our relationships with E. W. Scripps after the separation. For a more detailed description of these agreements, see the section entitled “Our Relationship With E. W. Scripps Following the Spin-Off” included elsewhere in this information statement.

The distribution will not affect the number of outstanding E. W. Scripps Class A Common Shares or E. W. Scripps Common Voting Shares or any rights of E. W. Scripps shareholders.

Incurrence of Debt

Upon the closing of the spin-off, we expect to have approximately $375 million principal amount of indebtedness outstanding under a $550 million 5-year unsecured revolving credit facility. We expect to have obtained a commitment from certain financial institutions to form a syndicate to provide the revolving credit facility. We expect that the revolving credit facility will be available for the cash dividend of $375 million to E. W. Scripps and to provide liquidity for general corporate needs. Amounts outstanding under the revolving credit facility are expected to bear interest, at our option, at either a rate equal to (i) a floating base rate or (ii) an adjusted LIBOR rate plus an applicable margin. We expect to pay certain customary fees with respect to the revolving credit facility. We expect that the revolving credit facility will contain customary affirmative and negative covenants.

Trading Between the Record Date and Distribution Date

Beginning on or shortly before the record date and continuing through the distribution date, we expect that there will be two markets in E. W. Scripps Class A Common Shares: a “regular-way” market and an “ex-distribution” market. E. W. Scripps Class A Common Shares that trade on the “regular-way” market will trade with an entitlement to Scripps Networks Interactive Class A Common Shares distributed pursuant to the spin-off. E. W. Scripps Class A Common Shares that trade on the “ex-distribution” market will trade without an entitlement to Scripps Networks Interactive Class A Common Shares distributed pursuant to the spin-off. Therefore, if you sell shares of E. W. Scripps Class A Common Shares in the “regular-way” market through the distribution date, you will be selling your right to receive Scripps Networks Interactive Class A Common Shares in the distribution. If you own E. W. Scripps Class A Common Shares at the close of business on the record date and sell those shares on the “ex-distribution” market through the distribution date, you will receive the Scripps Networks Interactive Class A Common Shares that you are entitled to receive pursuant to your ownership as of the record date of the E. W. Scripps Class A Common Shares.

Furthermore, beginning on or shortly before the record date and continuing up to and including through the distribution date, we expect that there will be a “when-issued” market in our Class A Common Shares. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for Scripps Networks Interactive Class A Common Shares that will be distributed to holders of E. W. Scripps Class A Common Shares on the distribution date. If you owned E. W. Scripps Class A Common Shares at the close of business on the record date, you would be entitled to our Class A Common Shares distributed pursuant to the distribution. You may trade this entitlement to shares of Scripps Networks Interactive Class A Common Shares, without the E. W. Scripps Class A Common Shares you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our Class A Common Shares will end, and “regular-way” trading will begin.

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Conditions to the Distribution

We expect that the distribution will be effective on          , 2008, which is the distribution date, provided that, among other conditions described in this information statement, the following conditions shall have been satisfied or, if permissible under the Separation and Distribution Agreement, waived by E. W. Scripps:

•  The Securities and Exchange Commission shall have declared effective our registration statement on Form 10, of which this information statement is a part, and no stop order relating to the registration statement shall be in effect.

•  The Scripps Networks Interactive Class A Common Shares shall have been accepted for listing on the NYSE, on official notice of issuance.

•  E. W. Scripps shall have received a private letter ruling from the IRS substantially to the effect that the distribution, together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, and such ruling shall be in form and substance satisfactory to E. W. Scripps in its sole discretion.

•  E. W. Scripps shall have received an opinion of Baker & Hostetler LLP substantially to the effect that the distribution, together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, and such opinion shall be in form and substance satisfactory to E. W. Scripps in its sole discretion.

•  No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the separation, distribution or any of the transactions contemplated by the Separation and Distribution Agreement or any ancillary agreement, shall be in effect.

•  Such other actions as the parties may reasonably request be taken prior to the separation in order to assure the successful completion of the separation and the other transactions contemplated by the Separation and Distribution Agreement shall have been taken.

•  The Separation and Distribution Agreement shall not have been terminated.

•  Any material government approvals and other consents necessary to consummate the distribution shall have been obtained and be in full force and effect.

•  No other events or developments shall have occurred that, in the judgment of the E. W. Scripps Board of Directors, would result in the distribution having a material adverse effect on E. W. Scripps or its shareholders.

The fulfillment of the foregoing conditions does not create any obligation on E. W. Scripps’ part to effect the distribution, and the E. W. Scripps Board of Directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the distribution, including by accelerating or delaying the timing of the consummation of all or part of the distribution, at any time prior to the distribution date.

Separation Costs

In connection with the consummation of the separation plan, E. W. Scripps expects to incur one-time, non-recurring pre-tax separation costs of approximately $      million. These one-time costs are expected to consist of, among other things: financial, legal, tax, accounting and other advisory fees; [non-income tax costs and] regulatory fees incurred as part of the separation; NYSE listing fees, investor and other stakeholder communications, printing costs, and fees of the distribution agent; and employee recruiting fees and incentive compensation, among other things. Nearly all of these costs will be incurred by E. W. Scripps prior to the distribution [and do not include incremental capital expenditures related to the spin-off]. After the spin-off, to the extent additional one-time costs are incurred by Scripps Networks Interactive in connection with the separation, they will be the responsibility of Scripps Networks Interactive; however, we cannot currently estimate such costs. In addition, we expect approximately $      to $      million of total net incremental costs to be incurred on a going-forward basis in connection with operating Scripps Networks Interactive as an independent publicly traded company. These costs will be our

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responsibility and are discussed elsewhere in this information statement in the section entitled “Unaudited Pro Forma Combined Financial Data.”

Certain U.S. Federal Income Tax Consequences of the Distribution

The following discussion summarizes certain U.S. federal income tax consequences of the distribution for a beneficial owner of E. W. Scripps Class A Common Shares or Common Voting Shares that holds such shares as a capital asset for tax purposes. The discussion is of a general nature and does not purport to deal with persons in special tax situations, including, for example, financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, tax exempt entities, persons holding E. W. Scripps Class A Common Shares or Common Voting Shares in a tax-deferred or tax-advantaged account, or persons holding E. W. Scripps Class A Common Shares or Common Voting Shares as a hedge against currency risk, as a position in a “straddle,” or as part of a “hedging” or “conversion” transaction for tax purposes.

For purposes of this summary, a “U.S. holder” is a beneficial owner of E. W. Scripps Class A Common Shares or Common Voting Shares that is an individual U.S. citizen or resident, a U.S. domestic corporation, or otherwise subject to U.S. federal income tax on a net income basis in respect of such shares, and a “non-U.S. holder” is a beneficial owner of E. W. Scripps Class A Common Shares or Common Voting Shares that is not a U.S. holder (and is not treated as a partnership for U.S. federal income tax purposes). We use the term “holder” to refer to both U.S. holders and non-U.S. holders.

This summary does not address all of the tax considerations that may be relevant to a holder of E. W. Scripps Class A Common Shares or Common Voting Shares. In particular, we do not address:

•  The U.S. federal income tax consequences applicable to a shareholder of E. W. Scripps that is treated as a partnership for U.S. federal income tax purposes.

•  The U.S. federal income tax consequences applicable to shareholders in, or partners, members or beneficiaries of, an entity that holds E. W. Scripps Class A Common Shares or Common Voting Shares.

•  The U.S. federal estate, gift or alternative minimum tax consequences of the distribution.

•  The tax considerations relevant to U.S. holders whose functional currency is not the U.S. dollar.

•  The tax considerations relevant to holders of E. W. Scripps employee stock options, restricted shares, or other compensatory awards.

•  Any state, local or foreign tax consequences of the distribution.

This summary is based on laws, regulations, rulings, interpretations and decisions now in effect, all of which are subject to change, possibly on a retroactive basis. It is not intended to be tax advice.

You should consult your own tax advisor as to all of the tax consequences of the distribution to you in light of your own particular circumstances, including the consequences arising under state, local and foreign tax laws, as well as possible changes in tax laws that may affect the tax consequences described herein.

It is a condition to the distribution that E. W. Scripps receive an Internal Revenue Service private letter ruling and/or an opinion from its special counsel, Baker & Hostetler LLP, to the effect that, on the basis of certain facts, assumptions, representations and undertakings set forth in such ruling and/or opinion, the distribution will qualify as a distribution that is tax-free under Section 355 and other related provisions of the Internal Revenue Code of 1986, as amended. Except as otherwise noted, it is assumed for purposes of the following discussion that the distribution will so qualify.

If the distribution qualifies as tax-free, then:

•  No gain or loss will be recognized by, and no amount will be includible in the income of, E. W. Scripps as a result of the distribution, other than with respect to any “excess loss account” or “intercompany transaction” required to be taken into account under Treasury regulations relating to consolidated returns.

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•  No gain or loss will be recognized by, and no amount will be included in the income of, a U.S. holder solely as a result of the receipt of our Class A Common Shares or Common Voting Shares in the distribution.

•  A non-U.S. holder will not be subject to any U.S. federal gross income or withholding tax solely as a result of our Class A Common Shares or Common Voting Shares in the distribution.

•  The holding period for our Class A Common Shares or Common Voting Shares received in the distribution will include the period during which E. W. Scripps Class A Common Shares or Common Voting Shares were held.

•  The tax basis of E. W. Scripps Class A Common Shares or Common Voting Shares immediately prior to the distribution will be apportioned between E. W. Scripps Class A Common Shares or Common Voting Shares and our Class A Common Shares or Common Voting Shares received based upon relative fair market values at the time of the distribution.

Although an Internal Revenue Service private letter ruling generally is binding on the Internal Revenue Service, if the facts, assumptions, representations or undertakings set forth in the ruling request are incorrect or violated in any material respect, the ruling may be retroactively modified or revoked by the Internal Revenue Service. An opinion of counsel represents counsel’s best legal judgment but is not binding on the Internal Revenue Service or any court. If, on audit, the Internal Revenue Service held the distribution to be taxable, the above consequences would not apply and both E. W. Scripps and its shareholders could be subject to tax.

If the distribution were taxable to E. W. Scripps and its shareholders then:

•  E. W. Scripps would recognize a gain equal to the excess of the fair market value of our Class A Common Shares or Common Voting Shares on the date of the distribution over its tax basis therein.

•  Each holder that receives our Class A Common Shares or Common Voting Shares in the distribution would be treated as if the holder received a taxable distribution equal to the full value of our Class A Common Shares or Common Voting Shares received, which would be taxed (i) as a dividend to the extent of the holder’s pro rata share of E. W. Scripps’ current and accumulated earnings and profits (including the gain to E. W. Scripps described in the preceding bullet point), then (ii) as a non-taxable return of capital to the extent of the holder’s tax basis in its E. W. Scripps Class A Common Shares or Common Voting Shares, and finally (iii) as capital gain with respect to the remaining value.

•  An individual U.S. holder would generally be subject to U.S. federal income tax at a maximum rate of 15 percent with respect to the portion of the distribution that was treated as a dividend or capital gain, subject to exceptions for certain short term and hedged positions (including positions held for one year or less, in the case of a capital gain), which could give rise to tax at ordinary income rates.

•  A non-U.S. holder would generally be subject to U.S. federal gross income and withholding tax with respect to the portion of the distribution that was treated as a dividend, at a rate of 30 percent or such lower rate as may be provided for in an applicable income tax treaty.

•  A non-U.S. holder would generally not be subject to U.S. federal income tax with respect to the portion of the distribution that was treated as a capital gain, unless the non-U.S. holder was an individual who qualified as a U.S. resident due to his presence in the United States for 183 days or more in the taxable year of the distribution and satisfaction of certain other conditions.

•  A holder would not be subject to U.S. federal income tax with respect to the portion of the distribution that was treated as a return of capital, although its tax basis in its E. W. Scripps Class A Common Shares or Common Voting Shares would be thereby reduced.

If, due to any of our representations or undertakings being incorrect or violated, the Internal Revenue Service held the distribution on audit to be taxable, we could be required to indemnify both E. W. Scripps and its shareholders for the taxes described above and related losses. In addition, current tax law generally creates a presumption that the distribution would be taxable to E. W. Scripps, but not to its shareholder, if we or our shareholders were to engage in a transaction that would result in a 50 percent or greater change by vote or by value in our stock ownership during the four-year period beginning on the date that begins two years before the

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distribution date, unless it is established that the distribution and the transaction are not part of a plan or series of related transactions to effect such a change in ownership. If the distribution were taxable to E. W. Scripps due to such a 50 percent or greater change in our share ownership, E. W. Scripps would recognize a gain equal to the excess of the fair market value of our Class A Common Shares or Common Voting Shares on the date of the distribution over E. W. Scripps’ tax basis therein and we could be required to indemnify E. W. Scripps for the tax on such gain and related losses. See “Our Relationship With E. W. Scripps Following the Spin-Off — Agreements with The E. W. Scripps Company — Tax Allocation Agreement.”

Matters Related to the Edward W. Scripps Trust

The Edward W. Scripps Trust owns approximately 88 percent of the E. W. Scripps Common Voting Shares and approximately 31 percent of the E. W. Scripps Class A Common Shares, and immediately following the spin-off will own like percentages of our Common Voting Shares and Class A Common Shares. As the controlling shareholder of E. W. Scripps, the Trust is able to elect two-thirds of the directors of E. W. Scripps and to control the vote of shareholders on all matters other than in certain limited circumstances where the holders of E. W. Scripps Class A Common Shares are entitled under Ohio law to vote as a separate class. Following the spin-off, the Trust will be the controlling shareholder of our company with the same voting power that it now holds with respect to E. W. Scripps.

Information Reporting

Current Treasury regulations require each U.S. holder who receives our Class A Common Shares or Common Voting Shares pursuant to the distribution to attach to such holder’s U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth such data as may be appropriate in order to show the applicability to the distribution of Section 355 and other related provisions of the Internal Revenue Code of 1986, as amended. E. W. Scripps will provide to each holder of record of E. W. Scripps Class A Common Shares or Common Voting Shares as of the record date appropriate information to be included in such statement.

Treatment of Stock Options and Restricted Stock

Pursuant to the E. W. Scripps 1997 Long-Term Incentive Plan, as amended, officers, directors and employees of E. W. Scripps have been granted options to purchase E. W. Scripps Class A Common Shares and have received awards of E. W. Scripps restricted Class A Common Shares. Under the anti-dilution provisions of the E. W. Scripps Long-Term Incentive Plan, as amended, the compensation committee of E. W. Scripps has the authority to make equitable adjustments to outstanding options and restricted share awards in the event of certain transactions, including the spin-off of Scripps Networks Interactive. The compensation committee of E. W. Scripps has determined to make various adjustments to outstanding E. W. Scripps options and restricted share awards, as described below, to preserve the economic benefits of the original options and awards following the spin-off. These adjustments will be made in the same manner for all holders of such options and restricted shares, including officers and directors, depending on whether such holders become employees, officers or directors of E. W. Scripps or of Scripps Networks Interactive upon consummation of the spin-off, as detailed below. All options to purchase, or restricted share awards relating to, Scripps Networks Interactive Class A Common Shares issued in connection with these adjustments will be our obligations. All options exercisable for, and all restricted share awards relating to, E. W. Scripps Class A Common Shares, regardless of any adjustment, will remain obligations of E. W. Scripps. We intend to file a registration statement with respect to our Class A Common Shares issuable upon exercise of the options or vesting of the restricted share awards that we issue, including options and restricted share awards issued in connection with the foregoing adjustments, as soon as practicable following consummation of the spin-off.

Option Awards

Our Officers and Employees.  As of the distribution date, E. W. Scripps options held by E. W. Scripps officers and employees who become our officers and employees (or by individuals considered our former employees) will be converted to options for Scripps Networks Interactive Class A Common Shares. The exercise price and the number of shares subject to these options will be adjusted to maintain the economic value of the options. All other terms of the options will remain the same. The adjustments to the exercise price and the number of shares

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underlying the options will be based on a conversion ratio calculated by taking the 10-day weighted average price of Scripps Networks Interactive Class A Common Shares immediately following the distribution date and dividing it by the price of E. W. Scripps Class A Common Shares immediately prior to the distribution date.

E. W. Scripps Officers and Employees.

Vested options.  As of the distribution date, vested E. W. Scripps options held by persons who remain officers or employees of E. W. Scripps (or persons considered former employees of E. W. Scripps) following the spin-off will be converted such that 20 percent of the underlying shares will remain E. W. Scripps Class A Common Shares and 80 percent will be converted to Scripps Networks Interactive Class A Common Shares. The exercise price and number of shares of each option for Scripps Networks Interactive Class A Common Shares will be based on a conversion ratio calculated by taking the 10-day weighted average price of Scripps Networks Interactive Class A Common Shares immediately following the distribution date and dividing it by the price of E. W. Scripps Class A Common Shares immediately prior to the distribution date. The exercise price and number of shares of each option for E. W. Scripps Class A Common Shares will be based on a conversion ratio calculated by taking the 10-day weighted average price of E. W. Scripps Class A Common Shares immediately following the distribution date and dividing it by the price of E. W. Scripps Class A Common Shares immediately prior to the distribution date. All other terms of the options will remain the same.

Unvested options.  All options held by persons who remain officers or employees of E. W. Scripps following the spin-off that have not vested as of the distribution date will remain as options for E. W. Scripps Class A Common Shares, with the exercise price and the number of shares underlying such options adjusted to maintain the economic value of the options based on a conversion ratio calculated by taking the 10-day weighted average price of E. W. Scripps Class A Common Shares immediately following the distribution date and dividing it by the price of E. W. Scripps Class A Common Shares immediately prior to the distribution date. All other terms of the unvested options will remain the same.

Directors.  Each director of E. W. Scripps who resigns from the E. W. Scripps Board of Directors and becomes a director of Scripps Networks Interactive will be treated the same way as employees of E. W. Scripps who become our employees for purposes of adjusting their E. W. Scripps options. E. W. Scripps options (vested and nonvested) held by directors of E. W. Scripps who remain on the E. W. Scripps board following the spin-off (and former E. W. Scripps Directors) will be treated in the same manner as the E. W. Scripps options (vested and nonvested) held by employees who remain E. W. Scripps employees following the spin-off. Each E. W. Scripps director who will following the spin-off be a member of both the E. W. Scripps Board of Directors and our board will have half of such E. W. Scripps options treated as if he/she were a remaining employee of E. W. Scripps and half of such options treated as if he/she were becoming an employee of ours.

Restricted Shares, Restricted Share Units and Phantom Stock Units

Our Officers and Employees.

Restricted shares.  As of the distribution date, each E. W. Scripps officer and employee who becomes our officer or employee and who holds E. W. Scripps restricted Class A Common Shares will receive one Scripps Networks Interactive restricted Class A Common Share for each E. W. Scripps restricted Class A Common Share pursuant to the spin-off. Thereafter each of his E. W. Scripps restricted Class A Common Shares will be converted to Scripps Networks Interactive restricted Class A Common Shares based on a conversion ratio equal to the 10-day weighted average price of E. W. Scripps Class A Common Shares immediately following the distribution date divided by the 10-day weighted average price of Scripps Networks Interactive Class A Common Shares immediately following the distribution date. All restricted shares will retain the same restrictions as the original restricted share awards.

Restricted share units.  Each restricted share unit held by an E. W. Scripps officer who becomes our officer will be treated in a fashion similar to restricted shares, with such officer receiving such number of our restricted share units as equals the number of E. W. Scripps Class A Common Shares to which he would be entitled had the E. W. Scripps restricted share units represented actual E. W. Scripps Class A Common Shares as of the record date for the distribution, and with E. W. Scripps restricted share units held as of the distribution date being converted into

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our restricted share units based on the same conversion ratio used to convert E. W. Scripps restricted Class A Common Shares into our restricted Class A Common Shares. All other terms and conditions of our restricted share units will be substantially similar to those applicable to the corresponding E. W. Scripps restricted share units converted as described.

E. W. Scripps Officers and Employees.  As of the distribution date, each person who will remain an officer or employee of E. W. Scripps will retain his E. W. Scripps restricted Class A Common Shares and receive pursuant to the spin-off one Scripps Networks Interactive restricted Class A Common Share for each E. W. Scripps restricted Class A Common Share. All restricted shares will retain the same restrictions as the original restricted share awards. No person who will remain an officer or employee of E. W. Scripps holds an E. W. Scripps restricted share unit.

Directors.  The directors of E. W. Scripps do not hold any E. W. Scripps restricted Class A Common Shares. However, they may hold phantom stock units under the 1997 Deferred Compensation and Stock Plan for Directors. Each director who remains an E. W. Scripps director and does not become a director of ours will receive such number of our phantom stock units as equals the number of our Class A Common Shares to which he would have been entitled had his E. W. Scripps phantom stock units represented actual E. W. Scripps Class A Common Shares as of the record date. Each of our directors who holds E. W. Scripps phantom stock units as of the distribution date shall receive such number of our phantom stock units as equals the number of our Class A Common Shares to which he would have been entitled had the E. W. Scripps phantom stock units represented actual E. W. Scripps Class A Common Shares as of the record date. Thereafter, the E. W. Scripps phantom stock units held by such director shall be converted into our phantom stock units by application of the same conversion ratio used to convert E. W. Scripps restricted Class A Common Shares to our restricted Class A Common Shares as described above. Each director of E. W. Scripps who remains on the E. W. Scripps Board and joins our board as well shall have one-half of his E. W. Scripps phantom stock units adjusted in the manner that applies to our directors and one-half in the manner that applies to E. W. Scripps directors.

Listing and Trading of Scripps Networks Interactive Class A Common Shares

There is currently no public market for our Class A Common Shares. We intend to apply to have our Class A Common Shares authorized for listing on the NYSE under the symbol “SNI.”

We cannot predict what the trading prices for our Class A Common Shares will be before or after the distribution date. Until Scripps Networks Interactive Class A Common Shares are fully distributed and an orderly market develops, the price at which they trade may fluctuate and may be lower or higher than the price that would be expected for a fully distributed issue. See “Risk Factors — Risk Factors Relating to Scripps Networks Interactive Class A Common Shares.”

The Scripps Networks Interactive Class A Common Shares distributed to E. W. Scripps shareholders will be freely transferable except for shares received by persons who may be deemed to be “affiliates” of Scripps Networks Interactive under the Securities Act of 1933, which will be referred to as the “Securities Act.” Persons that may be considered affiliates of Scripps Networks Interactive after the spin-off generally include individuals or entities that control, are controlled by or are under common control with Scripps Networks Interactive. This may include some or all of our officers and directors as well as principal shareholders of Scripps Networks Interactive. Persons that are affiliates of Scripps Networks Interactive will be permitted to sell their shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Section 4(1) of the Securities Act or Rule 144 thereunder. Sales under Rule 144 are subject to provisions relating to notice, manner of sale, volume limitation, and the availability of current public information about Scripps Networks Interactive. Affiliates of Scripps Networks Interactive, including The Edward W. Scripps Trust, will hold approximately [      percent] of our Class A Common Shares and [      percent] of our Common Voting Shares following the distribution. See “Security Ownership of Certain Beneficial Owners and Management” for more information.

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Spin-Off Steps

Pursuant to the spin-off, Scripps Networks Interactive will be separated from E. W. Scripps and become a separate publicly-traded company. The spin-off involves the following steps:

Before the distribution date:

•  Scripps Networks Interactive will be organized as an Ohio corporation and wholly-owned subsidiary of Scripps Howard Broadcasting Company.

•  E. W. Scripps will cause its wholly-owned subsidiary Scripps Howard Broadcasting Company to contribute 100 percent of the shares of Scripps Shop at Home Inc. and its 50 percent interest in Cable Program Management Company, GP (a partnership which owns a 10 percent interest in Food Network) to Scripps Networks Interactive.

•  Scripps Howard Broadcasting Company will distribute all of the issued and outstanding shares of Scripps Networks Interactive to E. W. Scripps.

•  E. W. Scripps will contribute all of the issued and outstanding shares of Shopzilla, Inc. and Ulysses U.K., Inc. and all of the issued and outstanding interests in uSwitch, LLC to Scripps Networks Interactive.

•  The Internal Revenue Service will advise E. W. Scripps that the spin-off transaction will qualify as a tax-free transaction under Section 355 of the Internal Revenue Code.

•  The Securities and Exchange Commission (“SEC”) will declare effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the registration statement of which this information statement is a part.

•  E. W. Scripps will mail this information statement to its shareholders.

•  E. W. Scripps Board of Directors will determine the record date for the dividend of Scripps Networks Interactive shares to E. W. Scripps shareholders, declare that dividend subject to shareholder approval described below and establish the distribution date.

•  The holders of E. W. Scripps Common Voting Shares will approve the spin-off and certain precedent transactions at the annual meeting of E. W. Scripps shareholders to be held on [          , 2008]. (No vote of the holders of E. W. Scripps Class A Common Shares is required or will be sought in connection with the spin-off.)

•  Our Class A Common Shares are expected to begin trading on a “when issued” basis on or shortly before the record date for the spin-off.

•  E. W. Scripps, as sole shareholder of Scripps Networks Interactive, will:

i. elect the Scripps Networks Interactive Board of Directors;

ii. approve the adoption of certain benefit plans; and

iii. approve various other actions related to the spin-off as described in this information statement.

•  The Scripps Networks Interactive Board of Directors will approve:

iv. The adoption of certain benefit plans.

v. Certain corporate governance documents and policies for Scripps Networks Interactive.

vi. Various other actions related to the spin-off as described in this information statement.

On or before the distribution date:

•  We will have entered into numerous agreements with E. W. Scripps that relate to the spin-off or that will govern our relationship with E. W. Scripps following the completion of the spin-off, including:

vii. the Separation and Distribution Agreement;

viii. the Transition Services Agreement;

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ix. the Employee Matters Agreement; and

x. the Tax Allocation Agreement.

On the distribution date:

•  E. W. Scripps will receive an opinion of counsel as to the tax-free nature of the distribution.

•  E. W. Scripps will distribute all of the Class A Common Shares of Scripps Networks Interactive pro rata to the holders of record of E. W. Scripps Class A Common Shares as of the record date and all of the Common Voting Shares of Scripps Networks Interactive pro rata to all of the holders of record of E. W. Scripps Common Voting Shares as of the record date.

Following the distribution date:

•  We expect that our Class A Common Shares will begin trading on the NYSE on a “regular-way” basis under the symbol “SNI” on the first trading day following the distribution date.

•  We will operate as a separate publicly-traded company.

Vote of the Holders of Common Voting Shares of E. W. Scripps and Rights of Dissenting Shareholders

E. W. Scripps will seek approval of the spin-off by the holders of its Common Voting Shares at the company’s annual meeting of shareholders to be held on [          , 2008]. No vote of the holders of E. W. Scripps Class A Common Shares is required or will be sought in connection with the spin-off. While it is clear under Ohio law that no vote of the holders of E. W. Scripps Class A Common Shares is required in connection with the spin-off, it is not clear whether E. W. Scripps must have approval of the holders of its Common Voting Shares; therefore, E. W. Scripps has decided as a precaution to submit the spin-off to such holders for their approval. The Edward W. Scripps Trust owns approximately 88 percent of the Common Voting Shares of E. W. Scripps and is expected to vote in favor of the spin-off at the meeting, thus assuring approval. If it were determined under Ohio law that the holders of E. W. Scripps Common Voting Shares must approve the spin-off, the holders of E. W. Scripps Class A Common Shares and certain holders of E. W. Scripps Common Voting Shares may have dissenters’ rights under Ohio law. For more information on these matters, including information relating to how to preserve any dissenters’ rights you may have, see “Shareholder Approval and Dissenters’ Rights” herein.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to E. W. Scripps shareholders who will receive shares of Scripps Networks Interactive in the spin-off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any securities. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither E. W. Scripps nor Scripps Networks Interactive undertakes any obligation to update the information except in the normal course of its respective public disclosure obligations.

DIVIDEND POLICY

Following the spin-off, we intend to adopt a policy of paying, subject to legally available funds, a quarterly cash dividend of [$     ] per Class A Common Share and [$     ] per Common Voting Share. All decisions regarding the declaration and payment of dividends will be evaluated from time to time in light of our financial condition, earnings, growth prospects, funding requirements, applicable law and other factors deemed relevant by our board of directors.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2007:

•  On an actual basis.

•  On a pro forma basis to give effect to the pro forma adjustments included in our unaudited pro forma condensed combined financial information.

The pro forma adjustments are based upon available information and assumptions that management believes are reasonable; however such adjustments are subject to change based on the finalization of the terms of the Distribution and the agreements which define our relationship with Scripps after the Distribution. In addition, such adjustments are estimates and may not prove to be accurate.

You should read the information in the following table together with “Selected Historical and Pro Forma Combined Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and our audited combined financial statements and the related notes included elsewhere in this information statement.

As of December 31, 2007	Historical		Pro Forma(*)
			(Unaudited)
	(In thousands)
Cash and cash equivalents	$	12,532	$	12,532
Long term borrowings		503,361		375,000
Total equity		1,013,288		1,116,613
Total capitalization	$	1,516,649	$	1,491,613

(*) The pro forma long-term debt of approximately $375 million reflects borrowings that we intend to make under the $550 million unsecured revolving credit facility to be negotiated for Scripps Networks Interactive prior to the separation. The proceeds of these borrowings will be used to pay a $375 million cash dividend to Scripps immediately prior to the distribution, which Scripps expects to use to repay outstanding indebtedness.

We expect that we would have had, on a pro forma basis, approximately 163 million shares of common stock outstanding as of December 31, 2007, based on each holder of E. W. Scripps common stock receiving a dividend of one share of our common stock for each share of E. W. Scripps common stock, there being approximately 163 million shares of E. W. Scripps common stock outstanding on that date, assuming no exercise of outstanding options.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Our unaudited pro forma condensed combined financial information presented below has been derived from our audited combined financial statements for the year ended December 31, 2007. The pro forma adjustments and notes to the unaudited pro forma condensed combined financial information give effect to the legal formation and capitalization of Scripps Networks Interactive and the contribution of assets and liabilities of the Scripps Networks and Interactive Media businesses by E. W. Scripps. This unaudited pro forma condensed combined financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited combined financial statements and the notes to those statements included elsewhere in this information statement.

Our unaudited pro forma condensed combined statement of income for the year ended December 31, 2007, has been prepared as though the distribution had occurred on January 1, 2007. The unaudited pro forma condensed combined balance sheet has been prepared as though the distribution had occurred on December 31, 2007. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable, that reflect the expected impacts of events that are directly attributable to the [distribution] and related transaction agreements and that are factually supportable and expected to have a continuing impact on us; however such adjustments are subject to change based on the finalization of the terms of the distribution and the transaction agreements (See “Separation and Distribution Agreement”). In addition, such adjustments are estimates and may not prove to be accurate.

For the fiscal year ended 2007, E.W. Scripps allocated expenses to us in the amount of $47.2 million representing the cost of certain corporate functions performed on our behalf. The expense allocation includes costs related to human resources, finance, information technology, legal, internal audit and other services. After the separation from E.W. Scripps, we will have our own corporate infrastructure and will assume responsibility for all of these functions and the related costs. We expect the costs for such corporate functions, in aggregate, to be approximately $   million on an annual basis going forward. No adjustments have been made to the unaudited pro forma condensed combined financial information below to reflect these costs.

The net change in expenses associated with replacing these functions and establishing our own infrastructure related thereto have not been reflected in the unaudited pro forma condensed combined financial information presented below. This net change in expenses is not to be realized until the transition is complete.

In addition, following the [distribution] date, Scripps Networks Interactive will provide to E. W. Scripps and E. W. Scripps will provide to Scripps Networks Interactive certain services for a limited period, as stipulated in the Transition Service Agreement. Such services will be, but not limited to, information technology support, accounting services, and risk management support. These transitional costs have not been reflected in the unaudited pro forma condensed combined financial information.

In connection with the distribution, we expect to replace funding provided through E. W. Scripps intercompany arrangements with alternative sources at market rates available to us. In addition, we expect to make a dividend payment to E. W. Scripps in an amount equal to $375 million.

The pro forma adjustments include the following items:

•  The distribution of approximately 163 million of shares of our common stock to the stockholders of E. W. Scripps and the payment of a cash dividend to Scripps of $375 million.

•  Compensation expense related to equity awards granted to E.W. Scripps employees that will become employees of Scripps Networks Interactive.

•  Adjustments related to pension.

•  The replacement of intercompany debt payable to E.W. Scripps with other funding obtained by us that we intend to have in place on or prior to the distribution.

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The unaudited pro forma condensed combined financial information are provided for illustrative and informational purposes only and do not reflect what our combined balance sheet and statement of income would have been had the distribution occurred at the beginning of all periods presented and are not necessarily indicative of our future financial condition and future results of operations.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2007

			Pro Forma
	Historical		Adjustments			Notes			Pro Forma
	(In thousands)
Assets:
Current assets:
Cash and cash equivalents	$	12,532	$	375,000			(b	)	$	12,532
				(375,000	)		(c	)
Accounts and notes receivable, less allowance		364,824								364,824
Programs and program licenses		212,868								212,868
Other current assets		12,533								12,533
TOTAL CURRENT ASSETS		602,757								602,757
Investments		38,444								38,444
Property, plant and equipment, net		173,255								173,255
Goodwill and other intangible assets, net		794,539								794,539
Other non current assets		408,832		(1,536	)		(a	)		407,296
TOTAL OTHER ASSETS		1,415,070		(1,536	)					1,413,534
TOTAL ASSETS	$	2,017,827	$	(1,536	)				$	2,016,291
Liabilities and Parent Company Equity:
Current liabilities:
Accounts payable	$	8,010							$	8,010
Customer deposits and unearned revenue		15,018								15,018
			$	(5,757	)		(a	)
Accrued liabilities		121,552		35,855			(d	)		151,650
TOTAL CURRENT LIABILITIES		144,580		30,098						174,678
Deferred income taxes		115,474		2,976			(f	)		118,450
				(503,361	)		(a	)
Long-term debt		503,361		375,000			(b	)		375,000
Other long-term liabilities		102,626		(9,574	)		(e	)		93,052
TOTAL LIABILITIES		866,041		(104,861	)					761,180
Minority interests		138,498								138,498
Parent Company Equity:
Parent Company Investments, net		971,889		(971,889	)		(g	)		—
Common stock		—		1,630			(h	)		1,630
Paid-in-Capital		—		1,073,584			(h	)		1,073,584
Accumulated other comprehensive income		41,399								41,399
TOTAL PARENT COMPANY EQUITY		1,013,288		103,325						1,116,613
TOTAL LIABILITIES AND PARENT COMPANY EQUITY	$	2,017,827	$	(1,536	)				$	2,016,291

See notes to the unaudited pro forma condensed combined financial information

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2007

				Pro Forma
	Historical			Adjustments			Notes			Pro Forma
	(In thousands except per share data)
Operating revenue
Advertising	$	928,758								$	928,758
Referral fees		254,343									254,343
Network affiliate fees, net		235,248									235,248
Other		22,916									22,916
Total operating revenue		1,441,265									1,441,265
Costs and Expenses
				$	1,392			(i	)
Employee compensation and benefits		243,222			28			(j	)		244,642
Program and program licenses		239,343									239,343
Marketing and advertising		186,999									186,999
Other costs and expenses		179,545									179,545
Total costs and expenses		849,109			1,420						850,529
Depreciation		41,248									41,248
Amortization		45,446									45,446
Loss on disposal of property, plant & equipment		687									687
Write-down of uSwitch goodwill and other intangible assets		411,006									411,006
Operating income		93,769			(1,420	)					92,349
					312			(j	)
Interest expense		(36,770	)		23,804			(k	)		(12,654	)
Equity in earnings of affiliates		17,603									17,603
Miscellaneous, net		3,951									3,951
Operating income before taxes and minority interest		78,553			22,696						101,249
Provision for income taxes		126,387			8,405			(l	)		134,792
Operating income (loss) before minority interest		(47,834	)		14,291						(33,543	)
Minority interest		82,534									82,534
Net income (loss) from continuing operations	$	(130,368	)	$	14,291					$	(116,077	)
Pro forma loss per common share — basic		N/A						(m	)		(0.71	)
Pro forma shares used in computing earnings per common share — basic		N/A						(m	)		163,014

See notes to the unaudited pro forma condensed combined financial information

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

(a) Represents the elimination of $503,361 of amounts due to E. W. Scripps and affiliates and $5,757 of accrued interest. The related outstanding amount of debt issuance costs written off is $1,536.

(b) Represents the amount drawn out of the $550,000 credit facility. At the spin-off date, Scripps Networks Interactive expects to enter into a five year term revolving credit facility of up to $550 million bearing interest at LIBOR plus an applicable margin.

(c) Represents a $375,000 dividend payment to E. W. Scripps.

(d) Represents the payment of breakage fees of $33,000 due to the extinguishment of the debt due to E. W. Scripps and the payment of $2,855 related to treasury call options. SNI entered into two treasury call options in order to hedge its exposure to any downside in the interest rate, which could have increased the amount of breakage fees. The amount of breakage fees has been estimated based on interest rates in effect as of December 31, 2007, and the extinguishment of the debt as of June 1, 2008. The breakage fees attributable to the debt will be charged to the statement of income as interest expense. However, the breakage fees have been excluded from the pro forma condensed combined statement of income as they are not expected to have a continuing impact on operations.

(e) Represents the adjustment to the pension liability of $9,574 to reflect the pension liability based on E. W. Scripps corporate employees that will become employees of Scripps Networks Interactive after the distribution. Historically, projected benefit obligations of corporate employees have been allocated based on revenue (see (j)).

(f) Represents the net increase in deferred income taxes of $2,976 due to the net change in debt issuance costs, pension liabilities [and stock options].

(g) Represents increase to parent company equity to reflect the followings:

•  The write off of outstanding debt issuance costs of $967, net of tax.

•  The breakage fees of $35,855 (see (d)).

•  The payment of the dividend of $375,000.

•  The adjustment to pension and other benefits of $6,598, net of tax.

•  The elimination of the outstanding debt due to Scripps and accrued interest for $509,118.

•  The reclassification of parent company equity into common stock and paid-in-capital (see (h) for $1,075,214).

(h) Represents the capitalization of Scripps Networks Interactive, including the assumed issuance of approximately 163 million Scripps Networks Interactive common stock at $0.01 par value (based on an estimate of the number of Scripps shares outstanding at December 31, 2007).

(i) Represents the adjustment of historical stock based compensation expense of $1,392 to reflect the incremental value of the stock based compensation attributable to unvested stock options. That incremental value has been triggered by the modification of the terms of the awards due to the equity restructuring. The total incremental value of unrecognized compensation costs related to stock options is $1,599 and is expected to be recognized over a weighted average period of 2 years. The total amount of stock based compensation attributable to vested stock options is $5,047. This expense will be charged to the statement of operations of Scripps Networks Interactive at the date of the spin-off. However, this expense has been excluded from the unaudited pro forma condensed combined statement of operations as it is not expected to a have a continuing impact on operations.

The incremental stock compensation attributable to vested and unvested stock options has been determined based on E.W. Scripps corporate employees that will become employees of Scripps Networks Interactive after the distribution. Historical stock compensation expenses for corporate employees were allocated based on revenue.

(j) Represents the adjustment of historical pension expenses of $28 and deferred compensation interest expense of $312 to reflect the pension expense for E. W. Scripps corporate employees that will become Scripps

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Networks Interactive employees after the spin. In the 2007 historical carve out statement of operations, pension expenses of corporate employees and share service centre employees have been allocated based on revenue.

(k) Represents increase to interest expense to reflect the followings:

•  The reversal of existing interest expense of $34,177 related to the amount of debt due to E. W. Scripps.

•  The reversal of the amortization expenses of $2,565 related to the debt issuance costs of the debt due to E. W. Scripps.

•  The interest expense of $12,938 is related to the new revolving credit facility. The interest expense has been calculated using an interest rate of LIBOR in effect as of December 31, 2007, plus an applicable margin, and assuming the average amount drawn on the revolving credit facility would be $375,000. Each one-eight of one percent change in LIBOR would result in a change in interest expense of $469.

(l) Represents $37.0% statutory tax impact of pro forma adjustments (i), (j) and (k).

(m) The calculation of pro forma basic earnings per share and average shares outstanding is based on the average number of shares of E. W. Scripps common stock outstanding for the year ended December 31, 2007, assuming the distribution ratio of one share of Scripps Networks Interactive for every share of E. W. Scripps. The calculation of pro forma diluted earnings per share and shares outstanding is based on the average number of shares of common stock outstanding for the year ended December 31, 2007 and average diluted shares of common stock outstanding for the year ended December 31, 2007. This calculation may not be indicative of the dilutive effect that will actually result from the replacement or adjustment of E. W. Scripps stock based awards held by Scripps Networks Interactive employee and employees of E. W. Scripps or the grant of new stock-based awards. The number of dilutive shares of Scripps Networks Interactive common stock that will result from E. W. Scripps stock options and restricted stock units held by Scripps Networks Interactive employees will not be determined until immediately after the distribution.

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SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following table set forth selected historical and pro forma combined financial data. The combined statement of income data for each of the years in three-year period ended December 31, 2007, and the combined balance sheet data as of December 31, 2007 and 2006, have been derived from our audited combined financial statements included elsewhere in this information statement. The combined statement of income data for the years ended December 31, 2004 and 2003 and the combined balance sheet data as of December 31, 2005, 2004 and 2003 are derived from the un-audited combined financial statements not included elsewhere in this information statement. The unaudited pro forma statement of income and financial data have been derived from our combined financial statements for the year ended December 31, 2007, and include adjustments that give effect to transactions contemplated by the separation and distribution agreement.

The selected historical and pro forma combined financial data below should be read in conjunction with our audited combined financial statements and accompanying notes “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement. The combined financial information may not be indicative of our future performance and does not necessarily reflect what the financial position and results of operations would have been had we operated as an independent, publicly-traded company during the periods presented, including changes that will occur in our operations and capitalization as a result of the separation and distribution from E.W. Scripps. See “Unaudited Pro Forma Condensed Combined Financial Information” for additional discussion of the anticipated changes.

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Selected Historical and Pro Forma Combined Financial Data

	For the Years Ended December 31,
	Pro Forma
	2007			2007			2006			2005			2004			2003
	(Unaudited)												(Unaudited)
	Dollars in thousands (except per share amounts)
Combined statement of operations data:
Operating revenue(1)
Lifestyle Media	$	1,184,901		$	1,184,901		$	1,052,403		$	903,014		$	723,713		$	535,013
Interactive Services		256,364			256,364			271,066			99,447			—			—
Total segment operating revenue		1,441,265			1,441,265			1,323,469			1,002,461			723,713			535,013
Segment profit (loss)(1)(2)
Lifestyle Media		605,014			605,014			517,572			414,369			304,367			204,297
Interactive Services		39,751			39,751			67,688			27,980			—			—
Corporate		(36,426	)		(35,006	)		(33,189	)		(25,182	)		(18,848	)		(14,690	)
Total segment profit		608,339			609,759			552,071			417,167			285,519			189,607
Depreciation of property, plant and equipment		41,248			41,248			29,020			19,599			12,631			10,900
Amortization of intangible assets		45,446			45,446			41,685			17,614			968			2,226
Interest expense		(12,654	)		(36,770	)		(54,045	)		(36,961	)		(29,441	)		(29,696	)
Income (loss) from continuing operations(3)(4)		(116,077	)		(130,368	)		233,780			175,880			119,494			81,960
Earnings (loss) per share
Basic		(0.71	)		N/A			N/A			N/A			N/A			N/A
Weighted average shares outstanding (000s)
Basic		163,014			N/A			N/A			N/A			N/A			N/A

	As of December 31,
	Pro Forma
	2007		2007		2006		2005		2004		2003
	(Unaudited)						(Unaudited)
Balance sheet data:
Total assets(4)	$	2,016,291	$	2,017,827	$	2,384,952	$	2,011,333	$	1,454,177	$	990,816
Long term debt (including current portion)		375,000		503,361		764,956		824,238		531,047		507,084
Total parent company equity		1,116,613		1,013,288		1,185,578		797,320		587,503		226,740

Notes:

(1)

Operating revenue and segment profit represent the revenues and the profitability measures used to evaluate the operating performance of our reportable segments in accordance with Statement of Financial Accounting Standard (“FAS”) No. 131, Segment Reporting.

(2)

Segment profit is a supplemental non-GAAP financial measure. GAAP means generally accepted accounting principles in the United States. Our chief operating decision maker (as defined by FAS 131) evaluates the operating performance of our reportable segments and makes decisions about the allocation of resources to our reportable segments using a measure we call segment profit. Segment profit excludes interest, income taxes,

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depreciation and amortization, impairment of goodwill and intangible assets, divested operating units, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America. Lifestyle Media segment profits include equity in earnings of affiliates. For a reconciliation of this financial measure to operating income see the table below.

	For the Years Ended December 31,
	Pro Forma
	2007		2007		2006		2005		2004		2003
	(Unaudited)								(Unaudited)
	(In thousands)
Operating income	$	92,349	$	93,769	$	467,424	$	368,791	$	261,591	$	166,625
Equity in earnings of affiliates		17,603		17,603		13,378		11,120		10,329		9,333
Losses on disposal of property, plant and equipment		687		687		564		43		—		523
Impairment of goodwill and intangible assets		411,006		411,006		—		—		—		—
Depreciation		41,248		41,248		29,020		19,599		12,631		10,900
Amortization of intangible assets		45,446		45,446		41,685		17,614		968		2,226
Segment profit	$	608,339	$	609,759	$	552,071	$	417,167	$	285,519	$	189,607

(3)	The 2007 income from continuing operations includes impairment charges to goodwill of $312,116 and other intangibles assets of $98,890, relating to uSwitch.
(4)	The following acquisitions accounted for the increase in operations and assets:

a.	2007- RecipeZaar.com, a user-generated recipe and community site. Pickle.com, a Web site that enables users to easily organize and share photos and videos from any camera or mobile phone device.
b.	2006- uSwitch, a Web-based comparison shopping service that helps consumers compare prices and arrange for the purchase of a range of essential home services and personal finance products.
c.	2005- Shopzilla, a Web-based product comparison shopping service.
d.	2004- The Great American Country network.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of financial condition and results of operations is based upon the combined financial statements and the notes thereto. You should read this discussion and analysis in conjunction with those combined financial statements.

Forward-Looking Statements

This discussion and the information contained in the notes to the combined financial statements contain certain forward-looking statements that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond our control, include changes in advertising demand and other economic conditions; consumers’ tastes; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words “believe,” “expect,” “anticipate,” “estimate,” “intend” and similar expressions identify forward-looking statements. All forward-looking statements, which are as of the date of this filing, should be evaluated with the understanding of their inherent uncertainty. We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.

Executive Overview

On October 16, 2007, The E. W. Scripps Company (“E. W. Scripps”) announced that its Board of Directors unanimously authorized management to pursue a plan to separate into two publicly traded companies. The proposed separation will create a new company, Scripps Networks Interactive, Inc. (“Scripps Networks Interactive”), which will include E.W. Scripps’ national lifestyle media brands (HGTV, Food Network, DIY Network, Fine Living Network and Great American Country and their category-leading Internet businesses) and online comparison shopping services (Shopzilla and uSwitch and their associated Web sites). E. W. Scripps will continue to include the newspaper publishing, broadcast television, licensing and syndication businesses, and the Scripps Media Center in Washington, DC. The separation will allow the management teams to focus on the respective opportunities for each company and pursue specific growth and development strategies that are based on the distinct characteristics of the two companies’ local and national media businesses. The transaction is expected to take the form of a tax-free dividend of Scripps Networks Interactive shares to all E. W. Scripps shareholders on a one-for-one basis. The separation is contingent upon approval of the final plan by the board of directors and the holders of E. W. Scripps Common Voting Shares and the filing and effectiveness of this information statement with the Securities and Exchange Commission.

Scripps Networks Interactive is a leading lifestyle content and Internet search company with respected, high-profile television and interactive brands. Our national television networks and interactive services engage audiences and efficiently serve advertisers by delivering entertaining and highly useful content that focuses on specifically defined topics of interest.

We manage our operations through two reportable operating segments: (i) Lifestyle Media (formerly Scripps Networks), which includes HGTV, Food Network, DIY Network (DIY), Fine Living, Great American Country (GAC), a minority interest in Fox-BRV Southern Sports Holdings LLC, and Internet-based businesses, including RecipeZaar.com, HGTVPro.com and FrontDoor.com; and (ii) Interactive Services (formerly Interactive Media), which includes online comparison shopping and consumer information services, Shopzilla, BizRate and uSwitch.

Lifestyle Media continued to demonstrate industry-leading growth in 2007. Revenues were up 13 percent year-over-year, led by the continuing success of our flagship networks, HGTV and Food Network, but also helped by double-digit revenue growth at our three emerging networks. Ratings at HGTV in 2007 were the highest ever as programming like House Hunters and Designed to Sell continued to draw viewers, and the network continues to attract audiences across key demographics. At Food Network, ratings strengthened in the latter part of 2007 as programming targeted at younger viewers, such as Ace of Cakes, attracted a growing audience. Our newer networks are also demonstrating success as they continue to broaden their distribution. DIY and FLN are pushing the

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50-million subscriber mark and GAC surpassed that mark during 2007. Our branded Web sites are also helping us build a leading presence on the Internet. FoodNetwork.com attracted a record 13 million unique visitors in December 2007, making it the top Web site in the food and cooking category. We continue to take steps to broaden our Internet presence, such as the acquisition of RecipeZaar.com and the launch of FrontDoor.com. Lifestyle Media continues to focus on driving ratings growth at HGTV and Food Network through popular programming, expanding the distribution of our emerging networks, broadening our Internet-based offerings, and identifying opportunities to extend our nationally recognized brands to create new revenue streams.

In our Interactive Services division, we continue to adapt to a changing competitive landscape that affected results throughout 2007. Falling energy prices in the United Kingdom resulted in less switching activity and lower revenue at uSwitch during 2007 compared with previous years. While we have made efforts to grow other service categories at uSwitch, including personal finance and insurance products, our revenue remains concentrated in the energy market. This concentration, combined with the changes in the energy markets in the United Kingdom, led to lowered future cash flow expectations for uSwitch, which resulted in a non-cash impairment charge of $411 million in the fourth quarter. At Shopzilla, we began to see improvement in the latter half of 2007, with revenue improving in the fourth quarter in comparison with the same period a year ago. We are continuing our efforts to become more efficient at acquiring paid traffic and attracting free traffic to the site. During December 2007, we topped 26 million visitors to the Shopzilla sites for the first time. To enhance the customer experience at Shopzilla and drive traffic to the site, we continue to focus on expanding the amount and relevance of product information on the site. At uSwitch, we have aligned costs with the current business conditions to reduce the impact of the lower switching activity experienced in recent periods.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions which affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements.

Note 2 to the Combined Financial Statements describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. We believe the following to be the most critical accounting policies, estimates and assumptions affecting our reported amounts and related disclosures.

Programs and Program Licenses — Production costs for programs produced by us or for us are capitalized as program assets. Such costs include direct costs, production overhead, development costs and acquired production costs. Capitalized program assets are amortized to expense over the estimated useful lives of the programs based on expected future cash flows. Estimated future cash flows can change based upon market acceptance, advertising and network affiliate fee rates, the number of cable and satellite television subscribers receiving our networks and program usage. Accordingly, we periodically review revenue estimates and planned usage and revise our assumptions if necessary. If actual demand or market conditions are less favorable than projected, a write-down to fair value may be required. Development costs for programs that we have determined will not be produced are written off.

Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. Licensed program assets and liabilities are recorded when the programs become available for broadcast. Program licenses are amortized based upon expected cash flows over the term of the license agreement.

The net realizable value of programs and program licenses is reviewed for impairment using a day-part methodology. A day-part is defined as an aggregation of programs broadcast during a particular time of day or programs of a similar type. Our day-parts are: early morning, daytime, late night, and primetime.

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Estimated values are based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than our projections, programming cost write-downs may be required.

Revenue Recognition — Revenue is recognized when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. When a sales arrangement contains multiple elements, such as the sale of advertising and other services, revenue is allocated to each element based upon its relative fair value. Revenue is reported net of our remittance of sales taxes, value added taxes, and other taxes collected from our customers.

We have revenue recognition policies for our operating segments that are specific to the circumstances of each business. See Note 2 to the Combined Financial Statements for a summary of these revenue recognition policies.

Acquisitions — Financial Accounting Standards No. (“FAS”) 141, Business Combinations, requires assets acquired and liabilities assumed in a business combination to be recorded at fair value. We generally determine fair values using comparisons to market transactions and discounted cash flow analyses. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows derived from the asset and the expected period of time over which those cash flows will occur and to determine an appropriate discount rate. Changes in such estimates could affect the amounts allocated to individual identifiable assets. While we believe our assumptions are reasonable, if different assumptions were made, the amount allocated to intangible assets could differ substantially from the reported amounts.

Goodwill and Other Indefinite-Lived Intangible Assets — FAS 142, Goodwill and Other Intangible Assets, requires that goodwill for each reporting unit be tested for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit could be below its carrying value. For purposes of performing the impairment test for goodwill, our reporting units are Lifestyle Media, Shopzilla and uSwitch. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value.

FAS 142 also requires us to compare the fair value of each indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized.

To determine the fair value of our reporting units and indefinite-lived intangible assets, we generally use market data, appraised values and discounted cash flow analyses. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows derived from the asset or business and the period of time over which those cash flows will occur and to determine an appropriate discount rate. Changes in our estimates and projections or changes in our established reporting units could materially affect the determination of fair value for each reporting unit.

Our 2007 annual impairment analysis, which was performed during the fourth quarter, resulted in a non-cash impairment charge of $312 million to write-down the value of goodwill related to our uSwitch business. The write-down is primarily attributed to lower energy switching activity. Due to our high concentration in the energy market, the decline in switching activity adversely impacted our forecast of uSwitch’s future results.

Finite-Lived Intangible Assets — In determining whether finite-lived intangible assets (e.g., customer lists, trade name, patents, technology, networks distribution relationships) are impaired, FAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, does not provide for an annual impairment test. Instead it requires that a triggering event occur before testing an asset for impairment. Such triggering events include the significant disposal of a portion of such assets or the occurrence of an adverse change in the market involving the business employing the related asset. Once a triggering event has occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of undiscounted future cash flows against the carrying value of the asset. If the carrying value of such asset exceeds the undiscounted cash flows, the asset would be deemed to be impaired. Impairment would then be measured as the difference between the fair value of the asset and its carrying value. Fair value is generally determined by discounting the future cash flows associated with that asset. If the intent is to hold the asset for sale and certain other criteria are met (e.g., the asset can be disposed of currently, appropriate levels of authority have approved the sale or there is an actively pursuing buyer), the

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impairment test involves comparing the asset’s carrying value to its fair value. To the extent the carrying value is greater than the asset’s fair value, an impairment loss is recognized for the difference.

Significant judgments in this area involve determining whether a triggering event has occurred and the determination of the cash flows for the assets involved and the discount rate to be applied in determining fair value. Upon completing our impairment test in the fourth quarter of 2007, we determined that the carrying value of our uSwitch business exceeded its fair value. Accordingly our 2007 results include a write down of intangible assets totaling $99 million.

Income taxes — We account for uncertain tax positions in accordance with Financial Accounting Standards Board (the “FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. The application of income tax law is inherently complex. As such, we are required to make many assumptions and judgments regarding our income tax positions and the likelihood of whether such tax positions would be sustained if challenged. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in our assumptions and judgments can materially affect amounts recognized in the combined financial statements.

We have deferred tax assets primarily related to state net operating loss carryforwards and capital loss carryforwards. We record a tax valuation allowance to reduce such deferred tax assets to the amount that is more likely than not to be realized. We consider ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event we determine the deferred tax asset we would realize would be greater or less than the net amount recorded, an adjustment would be made to the tax provision in that period.

In 2007, we changed our estimate of the realizable value of certain uSwitch deferred tax assets. Our tax provision was increased $9.5 million. Modifications to our state tax filing positions in certain jurisdictions and changes in our estimates of unrealizable state operating loss carryforwards reduced the tax provision $15.8 million in 2006.

Pension Plans — The measurement of our pension obligations and related expense is dependent on a variety of estimates, including: discount rates; expected long-term rate of return on plan assets; expected increase in compensation levels; and employee turnover, mortality and retirement ages. We review these assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. In accordance with accounting principles generally accepted in the United States of America, the effects of these modifications are recorded currently or amortized over future periods. We consider the most critical of our pension estimates to be our discount rate and the expected long-term rate of return on plan assets.

The discount rate used to determine our future pension obligations is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. The rate is determined each year at the plan measurement date and affects the succeeding year’s pension cost. At December 31, 2007, the discount rate was 6.25 percent as compared with 6.0 percent at December 31, 2006. Discount rates can change from year to year based on economic conditions that impact corporate bond yields. A decrease in the discount rate increases pension expense. A 0.5 percent change in the discount rate as of December 31, 2007, to either 5.75 percent or 6.75 percent, would increase or decrease our pension obligations as of December 31, 2007, by approximately $4 million and increase or decrease 2007 pension expense by approximately $2 million.

The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. Our expected rate of return on plan assets also considers our historical compound rate of return on plan assets for 10- and 15-year periods. At December 31, 2007, the expected long-term rate of return on plan assets was 8.25 percent. For the ten-year period ended December 31, 2007, our actual compounded rate of return was 8.0 percent. A decrease in the expected rate of return on plan assets increases pension expense. A 0.5 percent change in the expected long-term rate of return on plan assets, to either 7.75 percent or 8.75 percent, would increase or decrease our 2007 pension expense by approximately $0.2 million.

We had cumulative unrecognized actuarial losses for our pension plans of $21.0 million at December 31, 2007. Unrealized actuarial gains and losses result from deferred recognition of differences between our actuarial assumptions and actual results. In 2007, we had an actuarial loss of $17.5 million, primarily due to mortality

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table, termination rates and retirement rates. The cumulative unrecognized net loss is primarily due to declines in corporate bond yields and the unfavorable performance of the equity markets between 2000 and 2002. Amortization of unrecognized actuarial losses may result in an increase in our pension expense in future periods. Based on our current assumptions, we anticipate that 2008 pension expense will include $1.5 million in amortization of unrecognized actuarial losses.

New Accounting Pronouncements

As more fully described in Note 2 to the Combined Financial Statements, we adopted FAS 123(R), Share-Based Payment on January 1, 2006, FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB statements No. 87, 88, 106 and 132(R) effective December 31, 2006 and FIN 48, Accounting for Uncertainty in Income Taxes on January 1, 2007.

In September 2006, the FASB issued FAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective as of the beginning of our 2008 fiscal year. We do not expect a material impact to our combined financial statements upon adoption.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115 (FAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value. The provisions of FAS 159 are effective as of the beginning of our 2008 fiscal year. We do not expect a material impact to our combined financial statements upon adoption.

In June 2007, the FASB ratified EITF 06-11, Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. We do not expect a material impact to our combined financial statements upon adoption.

In December 2007, the FASB issued FAS 141(R), Business Combinations, and FAS 160, Non-controlling Interests in Consolidated Financial Statements. FAS 141(R) provides guidance relating to recognition of assets acquired and liabilities assumed in a business combination. FAS 160 provides guidance related to accounting for non-controlling (minority) interests as equity in the consolidated financial statements. FAS 141(R) and FAS 160 are effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact of these standards on the combined financial statements.

Results of Operations

The trends and underlying economic conditions affecting the operating performance and future prospects differ for each of our business segments. Accordingly, we believe the following discussion of our combined results of operations should be read in conjunction with the discussion of the operating performance of our business segments that follows on pages 49 through 53.

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Combined Results of Operations — Combined results of operations were as follows:

	For the Years Ended December 31,
	2007			Change			2006			Change			2005
	(In thousands)
Operating revenues	$	1,441,265			8.9	%	$	1,323,469			32.0	%	$	1,002,461
Costs and expenses		(849,109	)		8.2	%		(784,776	)		31.6	%		(596,414	)
Depreciation and amortization of intangibles		(86,694	)		22.6	%		(70,705	)		90.0	%		(37,213	)
Write down of uSwitch goodwill and intangible assets		(411,006	)					—						—
Losses on disposal of property, plant & equipment		(687	)		21.8	%		(564	)					(43	)
Operating income		93,769			(79.9	)%		467,424			26.7	%		368,791
Interest expense		(36,770	)		(32.0	)%		(54,045	)		46.2	%		(36,961	)
Equity in earnings of affiliates		17,603			31.6	%		13,378			20.3	%		11,120
Miscellaneous, net		3,951						696						(293	)
Income from continuing operations before income taxes and minority interests		78,553			(81.6	)%		427,453			24.7	%		342,657
Provision for income taxes		126,387			4.6	%		120,877			7.6	%		112,346
Income (loss) from continuing operations before minority interests		(47,834	)					306,576			33.1	%		230,311
Minority interests		82,534			13.4	%		72,796			33.7	%		54,431
Income (loss) from continuing operations		(130,368	)					233,780			32.9	%		175,880
Income (loss) from discontinued operations, net of tax		3,961						(41,856	)		(64.2	)%		(117,032	)
Net income (loss)	$	(126,407	)				$	191,924					$	58,848

Discontinued Operations — In accordance with the provisions of FAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the results of Shop at Home are presented as discontinued operations.

Operating results for our discontinued operations were as follows:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Operating revenues	$	1,323		$	168,183		$	359,256
Income (loss) from operations	$	1,146		$	(57,371	)	$	(141,427	)
Loss from divestiture		(255	)		(10,431	)		—
Income (loss) from discontinued operations before tax		891			(67,802	)		(141,427	)
Income taxes (benefit)		(3,070	)		(25,946	)		(24,395	)
Income (loss) from discontinued operations	$	3,961		$	(41,856	)	$	(117,032	)

On April 24, 2007, we closed the sale of the two Shop at Home-affiliated stations located in Lawrence, MA and Bridgeport, CT for a cash consideration of $61 million.

Operating results of our discontinued operations in 2005 include a non-cash charge of $103.1 million to write-down Shop At Home’s goodwill and certain intangible assets.

Shop At Home’s loss from operations in 2006 includes $30.1 million of costs associated with employee termination benefits, the termination of long-term agreements and charges to write-down certain assets of the

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network. The loss on divestiture in 2006 includes $12.1 million of losses on the sale of property and other assets to Jewelry Television.

The tax benefit that was recognized in 2007 is primarily attributed to differences that were identified between our prior year tax provision and tax returns.

Continuing Operations

2007 compared with 2006

Operating revenues were up 8.9 percent in 2007 compared with 2006. Increases in revenues at our national television networks were partially offset by lower revenues in our online comparison shopping businesses. Increases in advertising revenues, both on television and the Internet, and higher affiliate fee revenue contributed to the increase in revenues at our Lifestyle Media division. Declines in revenues at our Interactive Services businesses were primarily attributed to reduced online energy switching activity at uSwitch and lower referral fee revenue at Shopzilla.

Costs and expenses in 2007 were primarily impacted by the expanded hours of original programming at our national networks and costs related to the leadership transition at Shopzilla.

Depreciation incurred on capitalized software development costs at our Interactive Services businesses contributed to the increase in depreciation and amortization. Additionally, we wrote down intangible assets $5.2 million as a result of changes to the terms of a distribution agreement at our Shopzilla business in 2007.

In conjunction with our annual impairment test of goodwill and intangible assets, we determined that the carrying value of our uSwitch business exceeded its fair value. Accordingly, our 2007 results include a write-down of goodwill and intangible assets totaling $411 million.

Interest expense includes interest incurred on our outstanding borrowings and deferred compensation and other employment agreements. Interest incurred on our outstanding borrowings decreased in 2007 due to lower average debt levels. The average balance of outstanding borrowings was $649 million at an average rate of 5.0 percent in 2007 and $946 million at an average rate of 5.1 percent in 2006.

Our effective tax rate was 160.9 percent in 2007 and 28.3 percent in 2006. The comparability of the year-over-year effective tax rate is affected by the write-off of uSwitch non-deductible goodwill totaling $312 million. Additionally, our effective income tax rate is affected by the growing profitability of Food Network. Food Network is operated pursuant to the terms of a general partnership, in which we own an approximate 69 percent residual interest. Income taxes on partnership income accrue to the individual partners. While the income before income tax reported in our financial statements includes all of the income before tax of the partnership, our income tax provision does not include income taxes on the portion of Food Network income that is attributable to the non-controlling interest.

Minority interest increased year-over-year primarily due to the increased profitability of the Food Network. Food Network’s profits are allocated in proportion to each partner’s residual interests in the partnership, of which we own approximately 69 percent.

2006 compared with 2005

The increase in operating revenues was primarily due to the continued growth in advertising and network affiliate fee revenues at our national television networks, the June 2005 acquisition of Shopzilla, and the March 2006 acquisition of uSwitch. The growth in advertising revenues was primarily driven by increased demand for advertising time and higher advertising rates at our networks. The growth in affiliate fee revenues is attributed to scheduled rate increases and wider distribution of our networks.

Costs and expenses were primarily impacted by the expanded hours of original programming and costs to promote our national networks and the acquisitions of Shopzilla and uSwitch. In addition, we adopted the requirements of FAS 123(R) effective January 1, 2006, and began recording compensation expense on stock options

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granted to employees. Stock option expense, including the costs of immediately expensed options granted to retirement eligible employees, increased our costs and expenses $8.9 million in 2006.

Depreciation and amortization increased primarily as a result of the acquisitions of Shopzilla and uSwitch.

Interest expense includes interest incurred on our outstanding borrowings and deferred compensation and other employment agreements. Interest incurred on our outstanding borrowings increased in 2006 due to higher average debt levels attributed to the Shopzilla and uSwitch acquisitions. In connection with the June 2005 acquisition of Shopzilla, we issued $150 million in 5-year notes at a rate of 4.3 percent. We financed the remainder of the Shopzilla and uSwitch transactions with commercial paper. The average outstanding commercial paper balance in 2006 was $349 million at an average rate of 5.0 percent compared with $148 million at an average rate of 3.3 percent in 2005.

The effective tax rate was 28.3 percent in 2006 and 32.8 percent in 2005. The effective tax rate is affected by the growing profitability of Food Network and the portion of Food Network income that is attributed to the non-controlling interest. Income before income tax includes amounts attributed to the non-controlling interest in Food Network of $72.9 million in 2006 and $54.4 million in 2005.

Minority interest increased year-over-year primarily due to the increased profitability of the Food Network.

Business Segment Results

As discussed in Note 19 to the Combined Financial Statements, our chief operating decision maker (as defined by FAS 131, Segment Reporting) evaluates the operating performance of our business segments using a measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America.

Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments. Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are therefore excluded from the measure. Financing, tax structure and divestiture decisions are generally made by corporate executives. Excluding these items from our business segment performance measure enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.

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Information regarding the operating performance of our business segments determined in accordance with FAS 131 and a reconciliation of such information to the combined financial statements is as follows:

	For the Years Ended December 31,
(In thousands)	2007			Change			2006			Change			2005
Segment operating revenue:
Lifestyle Media	$	1,184,901			12.6	%	$	1,052,403			16.5	%	$	903,014
Interactive Services		256,364			(5.4	)%		271,066						99,447
Total operating revenue		1,441,265			8.9	%		1,323,469			32.0	%		1,002,461
Segment profit (loss):
Lifestyle Media		605,014			16.9	%		517,572			24.9	%		414,369
Interactive Services		39,751			(41.3	)%		67,688						27,980
Corporate		(35,006	)		5.5	%		(33,189	)		31.8	%		(25,182	)
Depreciation and amortization of intangibles		(86,694	)		22.6	%		(70,705	)		90.0	%		(37,213	)
Write down of uSwitch goodwill and intangible assets		(411,006	)					—						—
Interest expense		(36,770	)		(32.0	)%		(54,045	)		46.2	%		(36,961	)
Loss on the disposal of property, plant and equipment		(687	)		21.8	%		(564	)					(43	)
Miscellaneous, net		3,951						696						(293	)
Income from continuing operations before income taxes and minority interest	$	78,553			(81.6	)%	$	427,453			24.7	%	$	342,657

Lifestyle Media — Lifestyle Media includes five national television networks and their affiliated Web sites, HGTV, Food Network, DIY Network (“DIY”), Fine Living, and Great American Country (“GAC”); and our 7.25 percent interest in FOX-BRV Southern Sports Holdings, LLC which comprises the Sports South and Fox Sports Net South regional television networks. Our networks also operate internationally through licensing agreements and joint ventures with foreign entities.

Advertising and network affiliate fees provide substantially all of each network’s operating revenues and employee costs and programming costs are the primary expenses. The demand for national television advertising is the primary economic factor that impacts the operating performance of our networks.

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Operating results for Lifestyle Media were as follows:

	For the Years Ended December 31,
	2007		Change			2006		Change			2005
	(In thousands)
Segment operating revenues:
Advertising	$	928,221		11.1	%	$	835,848		15.0	%	$	726,602
Network affiliate fees, net		235,248		20.8	%		194,662		16.6	%		167,012
Other		21,432		(2.1	)%		21,893					9,400
Total segment operating revenues		1,184,901		12.6	%		1,052,403		16.5	%		903,014
Segment costs and expenses:
Employee compensation and benefits		146,576		15.0	%		127,510		11.5	%		114,389
Program and program licenses		239,343		22.1	%		196,052		12.8	%		173,823
Other segment costs and expenses		211,571		(5.8	)%		224,647		6.2	%		211,553
Total segment costs and segments		597,490		9.0	%		548,209		9.7	%		499,765
Segment profit before equity in earnings of affiliates		587,411		16.5	%		504,194		25.0	%		403,249
Equity in earnings of affiliates		17,603		31.6	%		13,378		20.3	%		11,120
Segment profit	$	605,014		16.9	%	$	517,572		24.9	%	$	414,369
Supplemental information
Billed network affiliate fees	$	255,874				$	211,579				$	187,774
Program payments		291,713					287,494					218,377
Depreciation and amortization		24,015					20,777					18,160
Capital expenditures		35,306					17,579					22,635
Business acquisitions and other additions to long lived assets, primarily program assets		317,566					286,130					210,219

Advertising revenues increased primarily due to an increased demand for advertising time and higher advertising rates at our networks. Improved ratings and viewership, particularly at HGTV, and strong pricing in the scatter advertising market contributed to the increases in advertising revenues.

Distribution agreements with cable and satellite television systems currently in force require the payment of affiliate fees over the terms of the agreements. The increase in network affiliate fees over each of the last three years reflects both scheduled rate increases and wider distribution of the networks.

On December 31, 2006, HGTV’s affiliation agreements with Time Warner and Comcast expired. During 2007, we entered into new long-term affiliation agreements with both of these providers which secured distribution to approximately 42 percent of HGTV’s subscribers.

We continue to successfully develop our network brands on the Internet and through merchandise sales. Our Internet sites had revenues of $74.0 million in 2007, $57.0 million in 2006, and $36.0 million in 2005. In the third quarter of 2007, Kohl’s began selling a Food Network branded line of home goods.

Employee compensation and benefits increased primarily due to the hiring of additional employees to support the growth of Lifestyle Media. In addition, the expensing of stock options starting in 2006 increased employee compensation and benefits $4.0 million in 2007 and $3.5 million in 2006 as compared with 2005.

Programs and program licenses increased due to the improved quality and variety of programming, and expanded programming hours.

Capital expenditures in 2007 and 2006 include the costs related to the expansion of the Lifestyle Media headquarters in Knoxville. Capital expenditures in 2005 include the costs of upgrading our broadcast operations.

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Supplemental financial information for Lifestyle Media is as follows:

	For the Years Ended December 31,
(In thousands)	2007		Change			2006		Changes			2005
Operating revenues by brand:
HGTV	$	580,461		12.6	%	$	515,734		13.4	%	$	454,629
Food Network		476,483		11.5	%		427,425		19.7	%		357,043
DIY		55,573		13.2	%		49,075		10.1	%		44,577
Fine Living		45,844		24.0	%		36,963		37.2	%		26,934
GAC		25,360		25.1	%		20,269		30.8	%		15,502
Other		1,180		(59.8	)%		2,937		(32.2	)%		4,329
Total segment operating revenue	$	1,184,901		12.6	%	$	1,052,403		16.5	%	$	903,014
Homes reached in December(1)
HGTV		95,800		5.0	%		91,200		2.6	%		88,900
Food Network		95,800		5.2	%		91,100		3.5	%		88,000
DIY		46,900		11.1	%		42,200		22.3	%		34,500
Fine Living		49,900		17.7	%		42,400		46.2	%		29,000
GAC		53,100		14.9	%		46,200		17.3	%		39,400

(1) Approximately 100 million homes in the United States receive cable or satellite television. Homes reached are according to the Nielsen Homevideo Index (“Nielsen”), with the exception of Fine Living which is not yet rated by Nielsen and represent comparable amounts estimated by us.

Interactive Services — Interactive Services includes our online comparison shopping services, Shopzilla and uSwitch.

Shopzilla, acquired on June 27, 2005, operates a product comparison shopping service that helps consumers find products offered for sale on the Web by online retailers. Shopzilla aggregates and organizes information on millions of products from thousands of retailers. Shopzilla also operates BizRate, a Web-based consumer feedback network that collects millions of consumer reviews of stores and products each year.

We acquired uSwitch on March 16, 2006. uSwitch operates an online comparison service that helps consumers compare prices and arrange for the purchase of a range of essential home services including gas, electricity, home phone, broadband providers, auto insurance and personal finance products primarily in the United Kingdom.

Our Interactive Services businesses earn revenue primarily from referral fees and commissions paid by participating online retailers and service providers.

Financial information for Interactive Services is as follows:

	For the Years Ended December 31,
	2007		Change			2006		Change	2005
	(In thousands)
Segment operating revenues	$	256,364		(5.4	)%	$	271,066		$	99,447
Segment costs and expenses		216,613		6.5	%		203,378			71,467
Segment profit		39,751		(41.3	)%		67,688			27,980
Supplemental information
Depreciation and amortization		62,678					49,803			18,738
Write-down of uSwitch		411,006					—			—
Capital expenditures		35,564					21,534			5,561
Business acquisitions and other additions to long lived assets		—					372,157			535,127

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On a pro forma basis, assuming we had owned Shopzilla and uSwitch for all of 2006 and 2005, operating revenues would have been $281.3 million in 2006 and $180.1 million in 2005. Operating revenues in 2007 were affected by changing market conditions within these businesses. Lower energy prices in the United Kingdom have resulted in lower switching activity and revenue at uSwitch, and increased competition in comparison shopping has made it more costly to acquire and monetize traffic at Shopzilla.

At uSwitch, we are continuing our efforts to grow revenues from service categories other than energy. Excluding energy related switches, other switching revenues are up nearly 27 percent in 2007 compared with 2006. Despite these efforts to grow our other service offerings, uSwitch’s revenues continue to be highly concentrated in energy related switches. Approximately 63 percent of uSwitch’s revenues were derived from energy related switches in 2007. Due primarily to the general decline in the energy switching activity at uSwitch and the negative impact this decline is expected to have on uSwitch’s future results, we recorded a non-cash charge in 2007 of $411 million to write-down uSwitch’s goodwill and intangible assets.

Our strategy at uSwitch going forward is to continue to align costs with the current market conditions we are experiencing and continue to diversify the business to reduce its dependence on energy switching.

In the latter half of 2007, we began to see improvement at Shopzilla. Revenue in the fourth quarter of 2007 increased slightly compared with the fourth quarter of 2006 primarily due to traffic acquisition efficiencies. In addition, Shopzilla’s Web sites continue to rank in the top 10 of all U.S. retail Web properties.

Segment profit in 2007 was impacted by $10 million of costs that were incurred in the first quarter to build brand awareness for uSwitch and $7 million of costs incurred related to a management transition at Shopzilla.

Capital expenditures in 2007 and 2006 primarily relate to capitalized software development costs.

Liquidity and Capital Resources

Our primary source of liquidity is our cash flow from operating activities. Marketing services, including advertising and referral fees, provide approximately 80 percent of total operating revenues, so cash flow from operating activities is adversely affected during recessionary periods. Information about our use of cash flow from operating activities is presented in the following table:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Net cash provided by continuing operating activities	$	383,221		$	293,143		$	166,684
Net cash provided by (used in) discontinued operations		44,225			95,218			(22,240	)
Distributions paid to minority interest		(62,968	)		(38,157	)		(29,042	)
Change in parent company investment, net		(3,557	)		136,517			148,234
Cash flow available for acquisitions, investments and debt repayment	$	360,921		$	486,721		$	263,636
Sources and uses of available cash flow:
Business acquisitions	$	(29,880	)	$	(372,157	)	$	(522,786	)
Capital expenditure		(73,093	)		(40,417	)		(29,026	)
Other investing activity		(242	)		(98	)		(243	)
(Decrease) increase in long term debt		(261,282	)		(59,611	)		293,959

Our cash flow has been used primarily to fund acquisitions and investments, develop new businesses, and repay debt. Net cash provided by operating activities has increased year-over-year due to the improved operating performance of our business segments.

In July 2007, we reached agreements to acquire the Web sites RecipeZaar.com and Pickle.com for total cash consideration of approximately $30 million.

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On April 24, 2007, we closed the sale for the two Shop At Home-affiliated stations located in Lawrence, MA, and Bridgeport, CT, which provided cash consideration of approximately $61 million.

In 2006, we closed the sale of the Shop At Home-affiliated stations located in San Francisco, CA, Canton, OH and Wilson, NC for cash consideration of $109 million.

In 2006, we sold certain assets of our Shop At Home business for cash consideration of approximately $17 million. Cash expenditures associated with the termination of long-term agreements and employee termination benefits at Shop At Home totaled approximately $15 million in 2006.

In March 2006, we acquired 100 percent of the common stock of uSwitch for approximately $372 million, net of cash and short-term investments acquired.

On June 27, 2005, we acquired 100 percent ownership of Shopzilla for approximately $570 million in cash. Assets acquired in the transaction included approximately $34 million of cash and $12 million of short-term investments. The acquisition was financed using a combination of cash on hand and additional borrowings.

Pursuant to the terms of the Food Network general partnership agreement, the partnership is required to distribute available cash to the general partners. Cash distributions to Food Network’s non-controlling interests were $63.0 million in 2007, $38.2 million in 2006 and $29.0 million in 2005.

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Contractual Obligations

The following table provides a summary of our contractual cash commitments as of December 31, 2007 is as follows:

	Less than		Years		Years		Over
	1 Year		2 & 3		4 & 5		5 Years		Total
	(In thousands)
Long-term debt:
Principal amounts(1)	$	40,000	$	199,100	$	264,959	$	—	$	504,059
Interest on notes		23,243		40,019		17,929		—		81,191
Network launch incentives:
Network launch incentive offers accepted		4,616		6,738		—		—		11,354
Incentives offered to cable television systems		2,574		6,599		1,091		—		10,264
Programming:
Available for broadcast		16,555		—		—		—		16,555
Not yet available for broadcast		75,132		37,080		353		—		112,565
Employee compensation and benefits:
Deferred compensation and benefits		940		1,880		1,880		15,010		19,710
Employment and talent contracts		22,157		9,239		—		—		31,396
Operating leases:
Non-cancelable		15,021		29,845		26,839		63,595		135,300
Cancelable		248		123		6,116		1,730		8,217
Pension obligations:
Minimum pension funding		912		1,805		1,678		7,448		11,843
Other commitments:
Distribution agreements		1,573		3,289		3,420		3,049		11,331
Satellite transmission		5,460		10,380		8,160		27,880		51,880
Non-cancelable purchase and service commitments		8,397		1,372		31		—		9,800
Other purchase and service commitments		26,242		20,197		2,552		—		48,991
Total contractual cash obligations	$	243,070	$	367,666	$	335,008	$	118,712	$	1,064,456

(1) The long-term debt obligations above reflect our historical debt level, which is not representative of the debt repayment that will be due under our anticipated indebtedness of $375 million. We will describe the terms of the new credit facilities once we have negotiated the terms with the lenders under the bank facility.

In the ordinary course of business we enter into long-term contracts to obtain distribution of our networks, to license or produce programming, to secure on-air talent, to lease office space and equipment, to obtain satellite transmission rights, and to purchase other goods and services.

Long-Term Debt — Principal payments on long-term debt reflect the repayment of our fixed-rate notes in accordance with their contractual due dates. Principal payments also include the repayment of our outstanding variable rate credit facilities assuming repayment will occur upon the expiration of the facility in June 2011.

Interest payments on our fixed-rate notes are projected based on each note’s contractual rate and maturity. Interest payments on our variable-rate credit facilities assume that the outstanding balance on the facilities and the related variable interest rates remain unchanged until the expiration of the facilities in June 2011.

Network Launch Incentives — We may offer incentives to cable and satellite television systems in exchange for long-term contracts to distribute our networks. Such incentives may be in the form of cash payments or an initial

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period in which the payment of affiliate fees is waived. We become obligated for such incentives at the time a cable or satellite television system launches our programming.

Amounts included in the above table for network launch incentive offers accepted by cable and satellite television systems include both amounts due to systems that have launched our networks and estimated incentives due to systems that have agreed to launch our networks in future periods.

We have offered launch incentives to cable and satellite television systems that have not yet agreed to carry our networks. Such offers generally expire if the system does not launch our programming by a specified date. We expect to make additional launch incentive offers to cable and satellite television systems to expand the distribution of our networks.

Programming — Program licenses generally require payments over the terms of the licenses. Licensed programming includes both programs that have been delivered and are available for telecast and programs that have not yet been produced. If the programs are not produced, our commitments would generally expire without obligation.

We also enter into contracts with certain independent producers for the production of programming that airs on Scripps Networks. Production contracts generally require us to purchase a specified number of episodes of the program.

We expect to enter into additional program licenses and production contracts to meet our future programming needs.

Talent Contracts — We secure on-air talent for Scripps Networks through multi-year talent agreements. Certain agreements may be terminated under certain circumstances or at certain dates prior to expiration. We expect our employment and talent contracts will be renewed or replaced with similar agreements upon their expiration. Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual commitments table.

Operating Leases — We obtain certain office space under multi-year lease agreements. Leases for office space are generally not cancelable prior to their expiration. Leases for operating and office equipment are generally cancelable by either party on 30 to 90 day notice. However, we expect such contracts will remain in force throughout the terms of the leases. The amounts included in the table above represent the amounts due under the agreements assuming the agreements are not canceled prior to their expiration.

We expect our operating leases will be renewed or replaced with similar agreements upon their expiration.

Pension Funding — We sponsor qualified defined benefit pension plans that cover substantially all employees. We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”).

Contractual commitments summarized in the contractual obligations table include payments to meet minimum funding requirements of our defined benefit pension plans in 2007 and estimated benefit payments for our unfunded non-qualified SERP plan.

Estimated payments for the SERP plan have been estimated over a ten-year period. Accordingly, the amounts in the over 5 years column include estimated payments for the periods of 2013-2017. While benefit payments under these plans are expected to continue beyond 2017, we believe it is not practicable to estimate payments beyond this period.

Income Tax Obligations — The Contractual Obligations table does not include any reserves for income taxes recognized under FIN 48 due to the fact that we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes. As of December 31, 2007, our reserves for income taxes totaled $37.8 million which is reflected as an other long-term liability in our consolidated balance sheets. (See Note 7 to the Consolidated Financial Statements for additional information on Income Taxes).

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Purchase Commitments — We obtain satellite transmission, audience ratings, market research and certain other services under multiyear agreements. These agreements are generally not cancelable prior to expiration of the service agreement. We expect such agreements will be renewed or replaced with similar agreements upon their expiration.

We may also enter into contracts with certain vendors and suppliers. These contracts typically do not require the purchase of fixed or minimum quantities and generally may be terminated at any time without penalty.

Included in the table of contractual commitments are purchase orders placed as of December 31, 2007. Purchase orders placed with vendors, including those with whom we maintain contractual relationships, are generally cancelable prior to shipment. While these vendor agreements do not require us to purchase a minimum quantity of goods or services, and we may generally cancel orders prior to shipment, we expect expenditures for goods and services in future periods will approximate those in prior years.

Quantitative and Qualitative Disclosures about Market Risk

Earnings and cash flow can be affected by, among other things, economic conditions, interest rate changes, and foreign currency fluctuations.

In connection with the separation, Scripps Networks Interactive intends to incur approximately $375 million of variable-rate debt. Each quarter point change in interest rates would result in a $0.9 million change in annual interest expense.

Our primary exposure to foreign currencies is the exchange rates between the U.S. dollar and the British pound and the Euro. Reported earnings and assets may be reduced in periods in which the U.S. dollar increases in value relative to those currencies. Included in shareholders’ equity is $55.0 million of foreign currency translation adjustment gains resulting primarily from the devaluation of the U.S. dollar relative to the British pound since our acquisition of uSwitch in March 2006.

Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flow. Accordingly, we may enter into foreign currency derivative instruments that change in value as foreign exchange rates change, such as foreign currency forward contracts or foreign currency options. We held no foreign currency derivative financial instruments at December 31, 2007.

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BUSINESS

Overview

Scripps Networks Interactive is a leading lifestyle content and interactive services company with respected, high-profile television and interactive brands. Our national television networks and interactive services engage audiences and efficiently serve advertisers by delivering entertaining and highly useful content that focuses on specifically defined topics of interest.

We manage our operations through two reportable operating segments: (i) Lifestyle Media (formerly Scripps Networks), which includes HGTV, Food Network, DIY Network (“DIY”), Fine Living, Great American Country (“GAC”), a minority interest in Fox-BRV Southern Sports Holdings LLC, and Internet-based businesses, including RecipeZaar.com, HGTVPro.com and FrontDoor.com, that are associated with the aforementioned television brands; and (ii) Interactive Services (formerly Scripps Interactive Media), which includes online comparison shopping and consumer information services, Shopzilla, BizRate and uSwitch.

Our Lifestyle Media segment derives revenue principally from advertising sales, affiliate fees and ancillary sales, including the sale and licensing of consumer products. Revenues from the Interactive Services segment are generated primarily from referral fees and commissions paid by merchants and service providers for online leads generated by the company’s comparison shopping Web sites. Revenues from the Lifestyle Media segment accounted for 83 percent, 80 percent and 90 percent of our consolidated revenues for 2007, 2006 and 2005, respectively, and revenues from the Interactive Services segment accounted for 17 percent, 20 percent and 10 percent of our consolidated revenues for those periods, respectively.

We seek to engage audiences that are highly desirable to advertisers with entertaining and informative lifestyle content that is produced for television, the Internet and any other media platforms consumers choose. We intend to expand and enhance our Lifestyle Media brands through the creation of popular new programming and content, the use of new distribution platforms, such as high definition television channels, mobile phones and video-on-demand, and the licensing and sale of branded consumer products. We are particularly focused on the internal development and acquisition of interactive, digital media brands that are related to the lifestyle content categories popularized by our television networks and associated Internet enterprises. At our Interactive Services businesses, we aggregate large audiences on the Internet by organizing searchable and highly useful consumer information. We intend to enhance our Interactive Services businesses by improving the overall search capabilities of our Web sites, diversifying sources of revenue, increasing the volume of user-generated consumer information and developing new international and domestic markets.

Our Competitive Strengths

A leading food, shelter and lifestyle media company, with nationally recognized brands that are attractive to advertisers

Scripps Networks Interactive has the largest collection of programming directed at the food, shelter and lifestyle categories. Our national television networks reach more than 96 million U.S. households, and our brands appeal to a demographic audience sought after by advertisers. Scripps Networks Interactive’s broad distribution to specialized audiences and our focus on connecting with our audiences make our networks an attractive vehicle for advertisers.

A strong connection with audiences and a proven ability to create new popular programming to add to an already valuable entertainment library

We have a strong understanding of our audiences, which enhances our ability to develop original and creative programming. The programming covers a broad spectrum and appeals to a variety of audiences, with new series continually being developed and debuted throughout the year. As a result of our capabilities in program development, we believe we have assembled a library with significant future revenue potential.

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An established and expanding presence across multiple media outlets

Our national television networks provide a strong foundation for the Lifestyle Media business through an existing customer base and brand recognition from which to build additional media platforms and revenue sources. The Lifestyle Media segment operates a number of Web sites in the food and shelter category, which collectively attracted over 21 million unique visitors in December 2007. We continue to expand our online presence through the acquisition and launch of complementary sites that include broadband content, social networking and video-on-demand offerings across our properties. Our portfolio of Web-based media is the leader in the food and shelter categories.

A secure distribution platform

Our programming services are made available to consumers through affiliation agreements with cable and satellite television system operators. The agreements are generally long-term and provide for built-in rate increases and protected distribution. We believe that our strong relationships with affiliates, the quality and popularity of our networks and our ability to create new programming that is appealing to viewers have enabled us to renew existing affiliation agreements and obtain new distribution for existing networks.

Proprietary technology for retrieving, organizing and presenting information in the comparison shopping space

Our Interactive Services businesses present consumers with information on a comprehensive array of products and services available for purchase on the Internet. We continuously update our proprietary technology and associated Web sites so that consumers can easily find and compare data on the specific products and services they are seeking. Our search technology generates useful content that gives consumers the ability to make quick, informed purchasing decisions. We believe the proprietary nature of our search algorithms and our ability to improve comparison shopping search technologies provides us with a competitive market advantage.

Attractive pricing model for advertisers and merchants

Our online price comparison shopping services provide participating advertising merchants with an efficient cost-per-click pricing structure that allows them to accurately evaluate the return on investment they earn on the money they spend to utilize our services. We believe our proprietary, automated services to advertising merchants and service providers, including real-time reporting systems, provides our comparison shopping services with a competitive advantage over more traditional advertising models.

Solid financial profile

We have a balanced portfolio of high-margin national television networks and fast-growing internet assets, providing the potential for substantial revenue and operating income growth. Additionally, we believe our strong balance sheet and free cash flow will give us the ability to fund investments in both organic and acquisition-based growth opportunities.

An experienced management team

Scripps Networks Interactive will be led by a management team that has demonstrated the expertise and vision to capitalize on its current operational strengths and strategically invest in new businesses that complement its existing portfolio of businesses. The management team consists of leaders in the media industry with established track records of success.

Our Strategy

Our mission is to be the leading lifestyle content media company with best-in-class brands that spread across multiple consumer-focused media platforms. We plan to achieve this by enhancing and extending our existing

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brands across multiple media platforms, developing new brands to be utilized in a multiplatform strategy and being focused on the consumer experience in all aspects of our business. More specifically, we intend to do the following:

Enhance and extend existing Lifestyle Media brands

We will continue investing in programming to increase the popularity and distribution of our existing brands and to continually improve the content library to be used on other platforms. These investments will allow us to grow our audience base and advertising revenue streams. Additionally, we expect to extend our brands through new channels such as the licensing and sale of branded consumer products.

Expand our growing multiplatform presence and develop new brands

We expect to continue to take advantage of emerging technology and consumer preferences by distributing our brands and related content across a variety of new distribution channels, including high-definition programming, mobile devices and video-on-demand. As part of this expansion, we expect to demonstrate organic growth and look for strategic partnerships and acquisitions that fit with our existing brand portfolio.

Continuously improve the online shopping experience for consumers

We plan to continuously improve the customer experience and build brand loyalty by enhancing the speed and accuracy of search results, refining and updating the respective user interfaces of our Web sites and increasing the range of information presented to help consumers make better educated purchasing decisions. We believe this will allow us to grow our presence in the markets in which we currently operate and provide us with a foundation to continually evaluate expansion into additional markets.

Broaden Interactive Services through geographic and product diversity

We plan to continue growth of our Interactive Services businesses in promising international markets, with an immediate focus on online comparison shopping for retail products in the United Kingdom, France and Germany. In the United Kingdom, we also plan to accelerate expansion of our uSwitch subsidiary into a wider range of service categories, with an immediate focus on price comparison and switching services for auto insurance and personal finance products.

Build on status as one of top companies on the Web

We plan to continue to invest in Web-based technologies both internally and through acquisition to develop user-centric applications and communities online. Ours is a consumer-focused strategy intending to increase user-generated content and engage users through multimedia experiences and useful and entertaining content. These initiatives should increase traffic to our Web sites and create additional advertising revenue streams.

Business Segments

LIFESTYLE MEDIA

Our Lifestyle Media businesses own and operate national television programming services, Internet businesses and other electronic content services primarily in the United States. The segment generates revenue principally from the sale of advertising time on national television networks and associated interactive media platforms and from affiliate fees paid by cable television operators, direct-to-home satellite services and other distributors that carry our network programming. In 2007, revenues from advertising sales and affiliate fees were approximately 80 percent and 20 percent, respectively, of total revenue for the Lifestyle Media segment. Our Lifestyle Media segment also derives revenue from the licensing of its content to third parties, primarily in international markets, and the licensing of its brands for consumer products such as books and kitchenware.

The advertising revenue generated by our national television networks depends on the number of households subscribing to each service and on viewership ratings as determined by Nielsen Media Research and other third party research companies.

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HGTV and Food Network and their targeted food and shelter programming categories appeal strongly to women viewers with higher incomes in the 18 to 49 age range, an audience demographic that is highly valued by advertisers. GAC also appeals to women viewers, while DIY typically has a higher percentage of adult male viewers. Fine Living is not yet a rated programming service, but is intended to appeal to both higher income men and women. Our advertising revenue is typically highest in the fourth quarter. Advertising revenue can fluctuate relative to the popularity of specific programs and blocks of programming during defined periods of the day.

Affiliate fee revenues are negotiated with individual cable television and direct to home satellite operators and other distributors. The negotiations typically result in multi-year carriage agreements with scheduled, graduated rate increases. As an incentive to obtain long-term distribution agreements for its newer networks, we may make cash payments to cable and direct to home satellite operators, provide an initial period during which a distributor’s affiliate fee payments are waived, or both. The amount of the fee we receive can be determined by the number of subscribers with access to our network programming and the ratings success of the programming.

Lifestyle Media Web sites and other interactive businesses are making an increasingly important contribution to the segment’s operating results. Accordingly, we are developing and acquiring interactive businesses that are intended to diversify sources of revenue and enhance our competitive advantage as a leading provider of food, shelter and lifestyle content. Revenue generated by Lifestyle Media interactive businesses is derived primarily from the sale of display and banner advertising and sponsorships.

Lifestyle Media operates nine Web sites, including FoodNetwork.com, HGTV.com, DIYNetwork.com, FineLiving.com and GACTV.com, all of which serve as home Web sites for the segment’s television programming networks. The segment’s network-branded Web sites also provide informational and instructional content on specific topics within their broader lifestyle content categories. Such features as HGTV KitchenDesign, HGTV BathDesign, HGTV Simply Quilts, DIY Automotive, DIY Crafts, DIY Gardening, DIY Home Improvement, DIY Woodworking and GAC Still Rollin’ are intended to aggregate engaged audiences with interests in specific lifestyle topics. All of the segment’s interactive services benefit from archived television network programming that is 95 percent owned by the company. Our ownership of programming enables us to efficiently and economically repurpose it for use on our Internet and other interactive distribution channels, including mobile and video-on-demand.

Other digital services operated by the Lifestyle Media segment include HGTVPro.com, which appeals to construction professionals and advanced do-it-yourself enthusiasts; RecipeZaar.com, a recipe-sharing social networking Web site; and FrontDoor.com, a local real estate search and consumer information site. Lifestyle Media interactive businesses accounted for about six percent of the segment’s total revenue in 2007. The strategic focus at our interactive businesses is to increase the number of page views and video plays and attract more unique visitors to our Web sites.

In anticipation of broad consumer acceptance of high definition television, the company is developing an increasing amount of original programming in high-definition format. Lifestyle Media has launched two high definition channels, HGTV-HD and Food Network-HD, which are distributed by cable television and direct-to-home satellite system operators.

HGTV

HGTV is America’s leader in home and lifestyle television programming and is one of cable and satellite television’s top-rated networks. HGTV reaches about 96 million domestic households via cable and direct satellite television services. The network’s companion Web site is one of the nation’s leading online home and garden destinations, attracting an average of about 5 million unique visitors per month. HGTV owns 33 percent of HGTV Canada. The network’s programming also can be seen in 47 other countries. The company owns 100 percent of HGTV.

HGTV television programming and Internet content commands an audience interested specifically in home and shelter-related topics. HGTV is television’s only network dedicated solely to such topics as decorating, interior design, home remodeling, home improvement, landscape design and real estate. HGTV strives to engage audiences by creating original programming that is entertaining, instructional and informative.

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Programming highlights in 2007 included HGTV Design Star, Designed to Sell, House Hunters, My House is Worth What?, My First Place and Spice Up My Kitchen. The network also has developed successful programming events, including the HGTV Dream Home Giveaway and HGTV Green Home Giveaway and annual live coverage of the Rose Bowl Parade.

HGTV reached approximately 96 million U.S. television households as of December 31, 2007. HGTV Design Star was the network’s highest rated program in 2007, attracting about 45 million viewers over a six-week period.

FOOD NETWORK

Food Network is a leading cable and satellite television network that has defined the television food genre. The network engages viewers with likable hosts and personalities who explore interesting and different ways to approach food and food-related topics. Food Network is available in 96 million U.S. television households and its programming can be seen internationally in 191 countries and territories. The network’s Web site, FoodNetwork.com, consistently ranks as America’s top food and cooking Internet destination, with an average of about 9 million unique visitors per month. The company owns approximately 69 percent of the Food Network and is the managing partner. The Tribune Company has a minority interest of approximately 31 percent in Food Network.

Food Network programming and Internet content attracts audiences interested in food-related topics. Food Network is television’s only network dedicated solely to such topics as food preparation, dining out, entertaining, food-related travel, food manufacturing, nutrition and healthy eating. Food Network engages audiences by creating original programming that is entertaining, instructional and informative.

Programming highlights in 2007 included Next Food Network Star, Ace of Cakes, Iron Chef America, Diners, Drive-ins and Dives and Food Network Challenge. Many of the programs on Food Network feature or are hosted by high-profile television personalities such as Rachael Ray, Giada De Laurentiis, Alton Brown and Paula Deen.

Food Network reached approximately 96 million U.S. television households as of December 31, 2007. Next Food Network Star was the network’s highest rated program in 2007, attracting an average 1.7 million viewers an episode.

DIY NETWORK (DIY)

DIY is America’s only television network and Web site dedicated solely to presenting entertaining and informational programming and content across a broad range of do-it-yourself categories including home building; home improvement; automotive restoration and repair; crafts; gardening; landscaping, hobbies and woodworking. The network is available in approximately 48 million U.S. households via cable and direct satellite television services. DIY programming also is distributed internationally in 28 countries and territories. The television network’s companion Web site — DIYNetwork.com — consistently ranks among America’s top fifteen home and garden Internet destinations with an average of about 3 million unique visitors per month. The Web site features step-by-step instructions for the network’s on-air programming. The company owns 100 percent of DIY. Programming highlights in 2007 at DIY included Ask This Old House, Bob Vila’s Home Again, DIY to the Rescue, New Yankee Workshop, The Carol Duval Show, Man Caves and This Old House. The network also has developed successful quarterly events including Blog Cabin, DIY’s Great Garage Giveaway and DIY’s Kitchen and Bath Giveaway.

FINE LIVING

Fine Living is the first television programming service in the U.S. that was created to provide entertaining and informative content to viewers who are interested in quality lifestyle experiences. One of America’s fastest growing emerging television networks, Fine Living is available in about 50 million households. Original television programming and Internet content categories include adventure, weekend escapes, smart shopping, real estate, buyers’ guides, design and food and drink. Fine Living programming also can be seen internationally in 84 countries and territories. Programming highlights in 2007 included The Martha Stewart Show, Real Estate Confidential, What You Get for Your Money and I Want That. The company owns approximately 90 percent of Fine Living.

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GREAT AMERICAN COUNTRY (GAC)

GAC is America’s television and online destination for a pure country music experience. Distributed in the U.S. via cable and direct satellite television services, the network reaches about 53 million households with original programming, special musical performances and live concerts. GAC also is the exclusive television home of the Grand Ole Opry. The network operates a companion Web site, GACTV.com. The company owns 100 percent of GAC. The network differentiates itself as television’s only pure country music destination. GAC programming includes music videos by notable country music artists, hosted interviews, industry news, live concerts and other original content relevant to country music and the genre’s fans. Programming highlights in 2007 included Opry Live, Top 20 Country Countdown, The Edge of Country and GAC Nights.

HGTVPro.com

HGTVPro.com is a video-rich interactive service delivered via the Internet which appeals to professional builders, remodelers and contractors. Content includes professional-level best practices, tips and techniques, new product information and industry trends. HGTVPro.com attracts about 1 million unique visitors per month. HGTVPro.com is an authoritative source of information on the Internet for home construction professionals and advanced do-it-your self, home-improvement enthusiasts. The Web site features original video content, industry news and detailed tips and instructions on a wide variety of home construction topics.

RECIPEZAAR.com

RecipeZaar.com is a leading user-generated recipe and community Internet site featuring more than 230,000 recipes. RecipeZaar.com provides food enthusiasts with a browsing tool, search capabilities and personalized features. Recipezaar, one of the Internet’s top 10 food and cooking category sites, attracts about 4 million unique visitors per month. RecipeZaar.com aggregates an audience on the Internet by creating an engaged community of food enthusiasts interested in home recipes, menu planning and other food-related topics. The social-networking Web site features volumes of user-generated content, including recipes, photos, menus and reviews.

FRONTDOOR.com

FrontDoor.com is an online real estate listing service that provides localized, in-depth information on homes in neighborhoods and communities across the U.S. The interactive service provides consumers with original video content, financial tools and calculators. FrontDoor.com is a comprehensive resource on the Internet for home buyers and home sellers. The Web site features searchable national real estate listings, video of featured properties for sale, buyers’ and sellers’ guides, calculators and other tools, and a library of video content on real estate-related topics.

INTERACTIVE SERVICES

Our Interactive Services segment owns and operates Internet-based businesses that strive to simplify online shopping for consumers by aggregating, organizing, ranking and displaying relevant and searchable consumer information. Consumers who use our Interactive Services Web sites are presented with easy-to-use search results generated from continuously growing databases of information on a wide range of products and services that are offered for sale on the Internet by third-party retailers and service providers.

Our Interactive Services businesses operate principally in the United States, the United Kingdom, France and Germany.

The segment’s businesses strive to help online consumers make educated purchasing decisions by ranking products and services on such factors as comparative pricing, availability, quality and reliability. The quality and reliability of individual online merchants and service providers are ranked based on the collective, shared experiences of consumers using the segment’s Web sites. Users also are presented with supporting consumer news and information, user-generated and professional product reviews, calculators and other tools that are intended to help them complete their purchasing decisions.

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The Interactive Services segment derives the largest percentage of its revenue from direct referral fees paid by online merchants and service providers (advertisers) that enter into contractual agreements that allow them to place text-based, linked advertisements on the segment’s Web sites. The referral fees paid by advertisers are based on a cost-per-click pricing structure, which means that advertisers pay only when consumers click on their linked ads. Cost-per-click pricing provides advertisers with an efficient means of evaluating the effectiveness of their advertising. Of particular importance for advertisers is the number of sales resulting from users clicking on their linked advertising. The segment’s search businesses encourage sustained advertising relationships with merchants and service providers by demonstrating a measurable return on investment for the referral fees they pay.

The advertising links placed by merchants and service providers serve as the primary database of information for the segment’s Web sites. Because the success of our Interactive Services businesses depends largely on a quality user experience and repeated visits by users, ad links are intentionally presented in an unobtrusive and uniform format that provides users with impartial and factual information on products and services.

The Interactive Services segment also derives revenue from contractual advertising agreements with general search engines such as Google and Yahoo!. The agreements allow the general search engines to leverage relationships with their respective advertisers by placing sponsored links on our Interactive Services Web sites. Similar to our direct advertising relationships with merchants and service providers, the general search engines pay referral fees on a cost-per-click basis.

In addition to referral fees from linked ads and advertising links sponsored by general search engines, the segment’s Web sites also derive revenue from “switching” fees earned in the U.K. for administering purchase transactions between consumers and service providers and from the sale of banner display advertising on all of the segment’s Web sites.

Revenue categories as a percentage of total Interactive Services segment revenue are as follows:

•  Direct referral fees from advertising merchants and service providers, 44 percent in 2007 vs. 49 percent in 2006.

•  Sponsored link referral fees from general search engines, 36 percent in 2007 vs. 31 percent in 2006.

•  Switching fees from advertising relationships with service providers in the U.K., 14 percent in 2007 vs. 16 percent in 2006.

The Interactive Services segment measures operating performance in terms of net revenue, which is defined as total revenue minus traffic acquisitions costs. Traffic acquisition costs are those marketing expenses related to generating user traffic to the segment’s Web sites. The success of the segment’s businesses is largely dependent on their ability to efficiently and economically attract a high volume of user traffic.

The segment’s businesses use a combination of online and off-line strategies to increase consumer awareness and subsequently generate user traffic. They include:

•  Search Engine Marketing.  Search Engine Marketing refers to the purchase of text-based advertising links on general search engines such as Google and Yahoo!. The positioning and display of those paid advertising links is dependent on the acquisition of relevant keywords that determine the quality and effectiveness of general search results. The segment’s businesses participate in continuous keyword bidding auctions that are hosted by general search engines with the objective of acquiring keywords that result in the most advantageous positioning and display of purchased advertising links adjacent to general search results.

•  Search Engine Optimization.  Search Engine Optimization refers to the continuous, algorithmic selection of relevant keywords that, when used by general search engine users, result in the most advantageous positioning and display of links to the segment’s Web sites within general search results. Traffic generated by Search Engine Optimization generally results in higher net revenues for the segment’s businesses than traffic generated by Search Engine Marketing.

•  Offline advertising and marketing techniques, which refers to the purchase of television, newspaper, magazine, outdoor and other more traditional forms of advertising, and the execution of effective public relations campaigns, to increase brand awareness for the segment’s businesses.

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The company expects all of its Interactive Services businesses to benefit from the growth in online shopping and overall consumer acceptance of Internet commerce internationally and in the United States.

SHOPZILLA

Shopzilla is a network of online search and comparison shopping services that helps consumers find and compare prices of millions of products that are offered for sale by thousands of retail merchants via the Internet.

Shopzilla network brands include Shopzilla.com, BizRate.com and LowPriceShopper.com in the United States; Shopzilla.co.uk and BizRate.co.uk in the United Kingdom; Shopzilla.fe in France; and Shopzilla.de in Germany. Shopzilla Web sites in the United States collectively attract 20 to 25 million unique visitors each month.

Shopzilla has established BizRate.com and Shopzilla.com as leading online search and comparison shopping Web sites by aggregating one of the Internet’s largest organized indexes of products and services. Shopzilla comparison shopping services are free to consumers who access the index via simplified, intuitively designed Internet home pages that feature prominently displayed and easy-to-use search boxes. Shopzilla also operates a consumer feedback network within the BizRate brand that annually collects and publishes on its Web sites millions of consumer reviews of stores and products.

Shopzilla’s proprietary shopping search logic system and patented relevance function, ShopRank, make it possible for consumers to instantly obtain accurate search results for specific products and services. Search query results are organized and displayed on graphically designed, layered presentation pages that include product listings, images, comparative pricing information, links to online merchants and service providers and user-generated and professional product reviews. Search results also include merchant reliability rankings based on the shared experiences of Shopzilla users.

The index of products and services serves as the primary database for Shopzilla Web sites. The database is aggregated using a highly automated system for identifying products, building online catalogs and classifying and organizing product information feeds from merchants and service providers. Shopzilla builds advertising relationships with participating online merchants by providing them with a scalable, self-service sign-up process, an efficient cost-per-click pricing structure and a real-time reporting system that enables them to manage the return on the investment they are making to advertise on Shopzilla.

Shopzilla devotes considerable time and financial resources to continuously improving the user experience, the effectiveness of its proprietary search logic system for consumers and merchant advertisers, the design of its Web sites and the expansion of its searchable index of products and services.

USWITCH

uSwitch operates two Web sites — uSwitch.com and buy.co.uk — in the United Kingdom that were created to make it easy for consumers to shop for and compare prices on a range of home services, including gas, electricity, water, heating cover, car insurance, home telephone, digital television, broadband, credit cards, personal loans, secured loans and current accounts.

The uSwitch business model capitalizes on growing consumer acceptance of broadband Internet services and growth in the comparison shopping and switching market in the U.K. uSwitch is the U.K.’s leading provider of energy-related price comparison and switching services, but also has completed multiple product launches in a diverse range of other vertical markets.

uSwitch derives revenue primarily from fees paid by service providers for consumer leads that are delivered via the Internet and converted into actual sales. The value of uSwitch is directly proportional to the number of leads directed to service providers that are converted into sales. The business closely monitors user traffic characteristics and conversion ratios.

Consumers who use uSwitch are presented with a continuously updated and proprietary dataset of information including prices and product characteristics, impartial content listings of industry suppliers, service ratings and customer advice. Consumers also are presented with online calculators and other personalization tools that are

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designed to help them evaluate purchase decisions. uSwitch Web sites feature simple, easy-to-use home pages with intuitive, prominently displayed search boxes. The Web site’s proprietary search algorithm enables consumers to quickly and easily identify and switch to service providers that offer the most economically advantageous rates, fees or costs.

User traffic at uSwitch is generated through a variety of marketing techniques, including offline advertising that builds brand awareness and encourages direct access by consumers to the uSwitch Web site. Search engine optimization, search engine marketing, personal e-mail alert services and contractual partnerships with affiliate Internet services featuring links to uSwitch Web sites also are employed to generate user traffic. uSwitch relies on effective and proactive public relations campaigns to generate general consumer interest in switching services.

The quality of the user experience at uSwitch relies on strong, contractual relationships the business has established with a diverse a range of service providers and other strategic partners. uSwitch is not reliant on any single service provider in any of its product verticals. Suppliers provide continuously updated pricing and product information that serves as the primary database of information accessed by consumers. Fees are paid by suppliers on a cost-per-click and space-rental basis, and are dependant on the number of switches that are ultimately converted.

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MANAGEMENT

Executive Officers Following the Separation

All of our executive officers are currently employees of E. W. Scripps. After the spin-off, none of these individuals will continue to be employees of E. W. Scripps. The following table sets forth information as of          , 2008, regarding the individuals who are expected to serve as our executive officers following the spin-off.

Name	Age		Position
Kenneth W. Lowe		57	Chairman, President and Chief Executive Officer
Joseph G. NeCastro		51	Executive Vice President and Chief Financial Officer
Anatolio B. Cruz III		49	Executive Vice President, Chief Legal Officer and Corporate Secretary
Mark S. Hale		49	Senior Vice President/Technology Operations and Chief Technology Officer
Lori A. Hickok		44	Senior Vice President/Finance
John F. Lansing		50	Senior Vice President/Scripps Networks Interactive
Jennifer L. Weber		41	Senior Vice President/Human Resources

Kenneth W. Lowe.  Mr. Lowe is expected to serve as Chairman, President and Chief Executive Officer of Scripps Networks Interactive. He currently serves as President and Chief Executive Officer of E. W. Scripps and has held that position since October 2000. Prior to that time, Mr. Lowe served as President and Chief Operating Officer from January 2000 to October 2000 and as Chief Executive Officer from 1994 to 2000 of E. W. Scripps’ Scripps Networks division.

Joseph G. NeCastro.  Mr. NeCastro is expected to serve as Executive Vice President and Chief Financial Officer of Scripps Networks Interactive. Mr. NeCastro joined E. W. Scripps in May 2002 as Chief Financial Officer and since 2006 has served as Executive Vice President and Chief Financial Officer. Prior to joining E. W. Scripps, Mr. NeCastro was the Chief Financial Officer of Penton Media Inc. from 1998 to May 2002.

Anatolio B. Cruz III.  Mr. Cruz is expected to serve as Executive Vice President, Chief Legal Officer and Corporate Secretary of Scripps Networks Interactive. He currently serves as Executive Vice President and General Counsel of E. W. Scripps, a position he has held since 2007. Mr. Cruz joined E. W. Scripps in March 2004 as Senior Vice President and General Counsel. From 1999 until joining E. W. Scripps in 2004, Mr. Cruz was Vice President, Deputy General Counsel and Assistant Secretary of BET Holdings Inc.

Mark S. Hale.  Mr. Hale is expected to serve as Senior Vice President/Technology Operations and Chief Technology Officer of Scripps Networks Interactive. He currently serves as Senior Vice President of Technology Operations of E. W. Scripps and Executive Vice President of Operations of its Scripps Networks division, positions he has held since August 2006. Mr. Hale joined E. W. Scripps in 1994 as a member of the original management team that oversaw the launch of HGTV and was promoted to Vice President of Technology Operations for E. W. Scripps in 2005.

Lori A. Hickok.  Ms. Hickok is expected to serve as Senior Vice President/Finance. She currently serves as Vice President/Controller of E. W. Scripps, a position she has held since June 2002.

John F. Lansing.  Mr. Lansing is expected to serve as Senior Vice President/Scripps Networks Interactive. He currently serves as a Senior Vice President of E. W. Scripps and President of its Scripps Networks division, positions he has held since January 2005. He served as Executive Vice President of the Scripps Networks division from 2004 to 2005, Senior Vice President of Scripps Television Station Group from 2002 through 2004, Vice President of Scripps Television Station Group from 2001 through 2002, and Vice President and General Manager of WEWS-TV (Cleveland), an E. W. Scripps property, from 1997 through 2001.

Jennifer L. Weber.  Ms. Weber is expected to serve as Senior Vice President/Human Resources of Scripps Networks Interactive. She joined E. W. Scripps in 2005 and currently serves as its Senior Vice President of Human

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Resources. Prior to joining E. W. Scripps, Ms. Weber was managing principal of Towers Perrin HR Services in Cincinnati from 2002 to 2005.

Board of Directors Following the Separation

Scripps Networks Interactive currently has no active operations and its board of directors consists of certain executive officers of E. W. Scripps. Prior to the spin-off, we expect that E. W. Scripps will appoint the individuals set forth in the table, all of whom are on the current E. W. Scripps Board of Directors, to serve on our board of directors. It is currently expected that two of such individuals who will become our directors will continue to be members of the E. W. Scripps board of directors following the spin-off. These individuals, Nackey E Scagliotti and John H. Burlingame, are the trustees of The Edward W. Scripps Trust. We intend to add two individuals to our board, one of whom we expect will be a trustee of the Trust, prior to or following completion of the spin-off. We expect that such new trustee of the Trust will become a member of the E. W. Scripps Board of Directors following completion of the spin-off. The table below sets forth information as of January 31, 2008, regarding the individuals who are expected to be members of our board of directors. For the biographical information of Mr. Lowe, please see the section entitled “Executive Officers Following the Separation” immediately preceding this section.

Name	Age		Title
Kenneth W. Lowe		57	Chairman, President, Chief Executive Officer
Nicholas B. Paumgarten		62	Lead Director
John H. Burlingame		74	Director
David A. Galloway		64	Director
Jarl Mohn		56	Director
Jeffrey Sagansky		56	Director
Nackey E. Scagliotti		62	Director
Ronald W. Tysoe		54	Director

Nicholas B. Paumgarten.  Mr. Paumgarten has been a director of E. W. Scripps since 1988. He has served as Chairman of Corsair Capital LLC (an investment firm) since March 2006. He served as Managing Director of J.P. Morgan Chase and the Chairman of J.P. Morgan Corsair II Capital Partners L.P. from February 1992 to March 2006. He is a director of Compucredit (a credit card company) and Sparta Insurance.

John H. Burlingame.  Mr. Burlingame has been a director of E. W. Scripps since 1988 and is a trustee of The Edward W. Scripps Trust. From 1963 to 2003 he was a partner in the law firm of Baker & Hostetler LLP, serving as its Executive Partner from 1982 to 1997.

David A. Galloway.  Mr. Galloway has been a director of E. W. Scripps since 2002. He served as President and Chief Executive Officer of Torstar Corporation (a media company listed on the Toronto Stock Exchange) from 1988 until his retirement in May 2002. He is chairman of the Bank of Montreal and of Harris Bankmont (a Montreal bank and subsidiary of the Bank of Montreal) and is a director of Toromont Industries (an equipment dealer and gas compression company).

Jarl Mohn.  Mr. Mohn has been a director of E. W. Scripps since 2002. He has been a Trustee of the Mohn Family Trust since September 1991, served as Interim CEO at MobiTV from May 2007 to October 2007, served as President and Chief Executive Officer of Liberty Digital, Inc. from January 1999 to March 2002 and President and CEO of E! Entertainment Television from January 1990 to December 1998. He is a director and non-executive Chairman of CNET (an advertising-supported collection of special interest web sites), and a director of XM Satellite Radio Holdings, Inc. (a satellite radio service provider), MobiTV (a private company that provides live television and video programming to cell phones), KickApps (a software company with applications to create social networks and community), and Vuze (a peer-to-peer video distribution platform).

Jeffrey Sagansky.  Mr. Sagansky has been a director of E. W. Scripps since August 2003. He has served as Co-Chairman and CEO of Peace Arch Entertainment since November 2007, Chairman of Elmtree Partners since January 2007 and Chairman of People’s Choice Cable TV since January 2005. He served as Vice Chairman from December 2002 to August 2003 and CEO from 1998 to December 2002 of Paxson Communications. He was

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Co-President of Sony Pictures Entertainment from 1996 to 1998 and President of CBS Entertainment from 1990 to 1994. He is a director of American Media (a publishing company).

Nackey E. Scagliotti.  Ms. Scagliotti has been a director of E. W. Scripps since 1999 and is a trustee of The Edward W. Scripps Trust. She has been Chairman of the Board of Directors of The Union Leader Corporation (publisher of daily and weekly newspapers) since May 1999. She served as the Assistant Publisher of Union Leader Corporation from 1996 to May 1999. She served as President from 1999 to 2003 and Publisher in 1999 and 2000 of Neighborhood Publications, Inc. (publisher of weekly newspapers).

Ronald W. Tysoe.  Mr. Tysoe has been a director of E. W. Scripps since 1996. He served as a Senior Advisor of Perella Weinberg Partners LP from October 2006 until September 2007. He served as Vice Chairman of Federated Department Stores, Inc. (now Macy’s, Inc.) from April 1990 to October 2006. He is a director of Canadian Imperial Bank of Commerce, Cintas (a company providing specialized services, including uniform programs and other products to businesses), NRDC Acquisition Corp. (a special purpose acquisition corporation) and Taubman Centers, Inc. (a real estate company that owns and operates regional shopping centers).

Composition of Scripps Networks Interactive Board of Directors

Upon the consummation of our separation, our Board of Directors will consist of ten members, all but one of whom we expect to satisfy the independent standards established by the Sarbanes-Oxley Act and the applicable rules of the SEC and the New York Stock Exchange (“NYSE”).

The NYSE requires listed companies to have a majority of independent directors on their boards and to ensure that their compensation committee and governance committee are composed of a majority of independent directors. Companies that qualify as “controlled companies” do not have to comply with these strictures so long as they disclose to shareholders that the company qualifies as a “controlled company” and is relying on this exemption. A “controlled company” is a listed company of which more than 50 percent of the voting power is held by an individual, a group, or another company. Because The Edward W. Scripps Trust will hold a majority of our outstanding Common Voting Shares, we could qualify as a “controlled company” and could rely on the NYSE exemption. At this time, we have no intention of relying on this exemption.

Committees of Scripps Networks Interactive Board of Directors

Our board of directors will establish the following standing committees in connection with the discharge of its responsibilities. The charters of these committees will be modeled on the charters of the E. W. Scripps committees.

Executive Committee.  Nicholas B. Paumgarten (lead director), John H. Burlingame and Kenneth W. Lowe (chairman) will be the members of the executive committee. The board may delegate authority to the executive committee to exercise certain powers of the board in the management of the business and affairs of the Company between board meetings.

Audit Committee.  Ronald W. Tysoe (chair), Jeffrey Sagansky and [          ] will be the members of the audit committee. The purpose of the committee will be to assist the board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting process, our systems of internal accounting and financial controls and our internal audit functions. The committee will be responsible for the annual independent audit of our financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence, performance and fees; our compliance with legal and regulatory requirements, including disclosure controls and procedures; the evaluation of enterprise risk issues; and the fulfillment of all other responsibilities to be outlined in its charter. Each expected member of the audit committee is financially literate, under applicable SEC and NYSE standards. In addition, Mr. Tysoe is an “audit committee financial expert,” as defined under SEC regulations. No member of the committee may receive any compensation, consulting, advisory or other fee from us, other than the board compensation described elsewhere in this information statement, as determined in accordance with applicable SEC and NYSE rules. Members serving on the audit committee will be limited to serving on two other audit committees of public companies, unless our board of directors evaluates and determines that commitments in excess of such limit would not impair his or her effective service to us.

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Compensation Committee.  David A. Galloway (chair), John H. Burlingame, Jarl Mohn and Ronald W. Tysoe will be the members of the compensation committee. The committee will review and approve our goals and objectives relevant to compensation of senior management and evaluate the performance of senior management in light of those goals and objectives. With respect to the senior managers, the committee will establish base compensation levels, the terms of incentive compensation plans and equity-based plans and post-service arrangements. The committee will review all of the components of the chief executive officer’s compensation, including goals and objectives, and make recommendations to the board of directors. With respect to any funded employee benefit plans, the committee will appoint and monitor named fiduciaries. On an annual basis, the committee will review the operation of our compensation program to evaluate its coordination and execution and review any management perquisites. The committee will review succession planning relating to positions held by senior officers and make recommendations with respect thereto to the board of directors. The committee will review and make recommendations with respect to director compensation. The committee will have the authority to engage outside consultants to assist in determining appropriate compensation levels for the chief executive officer, other senior managers and directors.

Nominating & Governance Committee.  Nackey E. Scagliotti (chair), John H. Burlingame, Nicholas B. Paumgarten, Jeffrey Sagansky and [          ] will be the members of the nominating and governance committee. The purpose of the committee will be to assist the board by identifying individuals qualified to become board members and to recommend director nominees to the board; to recommend to the board corporate governance guidelines; to lead the board in an annual review of the board’s performance; and to recommend nominees for each committee of the board.

Selection of Nominees for Scripps Networks Interactive Board of Directors

In determining candidates for nomination, the nominating and governance committee will seek the input of our chairman and chief executive officer and may engage outside search firms to assist it in identifying and contacting qualified candidates. All candidates will be evaluated by the committee using the qualification guidelines included as part of the corporate governance guidelines we expect to adopt. We expect these guidelines to be modeled on the guidelines of E. W. Scripps. As part of the selection process, the committee and the board of directors will examine candidates’ business skills and experience, personal integrity, judgment, and ability to devote the appropriate amount of time and energy to serving the best interests of shareholders.

Shareholders wishing to recommend individuals for consideration as directors will be able to contact the nominating and governance committee by writing to our corporate secretary. Recommendations by shareholders will be evaluated in the same manner as committee recommendations. Shareholders who want to nominate directors for election at our next annual meeting of shareholders will be required to follow the procedures described in our corporate governance guidelines.

Compensation Committee Interlocks and Insider Participation

With the exception of Mr. Lowe, none of our executive officers will serve as a member of our Board of Directors. Mr. Lowe will not serve on our compensation committee. Following the spin-off, none of our executive officers will serve as a member of the compensation committee of any entity that has one or more executive officers serving on our compensation committee.

Related Party Transactions

Under its charter, the audit committee of our board of directors will be responsible for reviewing any proposed related party transaction. We expect our audit committee to approve a statement of policy with respect to related party transactions which will be modeled on the E. W. Scripps policy and recognize that such transactions can present a heightened risk of conflicts of interest or improper valuation or the perception thereof. We expect that this policy will define the term “related party,” will require management to present to the audit committee for its approval any related party transaction, and will set forth appropriate disclosure procedures.

Prior to the distribution date, Scripps Networks Interactive will adopt a written Code of Business Conduct and Ethics, patterned after E. W. Scripps’ code of the same name, which will set forth Scripps Networks Interactive’s

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policy that all directors, officers, and employees avoid business and personal situations that may give rise to a conflict of interest. A “conflict of interest” under the code will occur when an individual’s private interest significantly interferes or appears to significantly interfere with Scripps Networks Interactive’s interest. The code will provide that the audit committee (or its designee) is generally responsible for enforcement of the code relating to members of the board of directors and that Scripps Networks Interactive’s management committee (or its designee) will be responsible for enforcement of the code relating to officers and employees. Scripps Networks Interactive expects to have procedures pursuant to which significant transactions and transactions that are related party transactions under Securities and Exchange Commission rules will be subject to disclosure and review by an appropriate disinterested party (which may include one or more directors or executive officers).

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes The E. W. Scripps Company’s (“E. W. Scripps”) compensation philosophy for named executive officers for 2007, and the ways in which Scripps Networks Interactive, Inc. (“Scripps Networks Interactive”) anticipates that its compensation philosophy will differ from that of E.W. Scripps after Scripps Networks Interactive becomes a separate public company. Initially, Scripps Networks Interactive’s compensation program will be similar to those applicable to the executive officers at Scripps and Scripps Networks Interactive does not anticipate that there will be many differences immediately following the separation. The compensation committees of both of Scripps and Scripps Networks Interactive will review the impact of the separation on all aspects of compensation and make appropriate adjustments.

For purposes of this Compensation Discussion and Analysis, Scripps Networks Interactive’s named executive officers are Messrs. Lowe, NeCastro, Lansing, Cruz and Hale. These individuals are referred to collectively as Named Executive Officers (“NEOs”). Each of these NEOs, other than Mr. Hale, is also a NEO of Scripps.

Overview of Compensation Program

Objectives

Historically.  E. W. Scripps’ executive compensation program is designed to meet the following three objectives that align with and support E. W. Scripps’ strategic business goals:

•  Attract and retain executives who lead Scripps’ efforts to build long-term value for shareholders.

•  Reward annual operating performance and increases in shareholder value.

•  Emphasize the variable performance-based components of the compensation program more heavily than the fixed components.

These objectives will remain the same following the separation.

Compensation Elements

Historically.  The key elements of Scripps’ executive compensation program are base salary, annual incentives, long-term incentives consisting of stock options and performance-based restricted stock, and retirement benefits. The compensation program has also included certain perquisites, but these perquisites are not a key element of compensation. Each element of compensation is designed to fulfill Scripps’ compensation objectives discussed above.

		Fixed or
Program	Form	Variable	Objectives
Base Salary	Cash	Fixed	• Serves as attraction and retention incentive • Rewards individual performance
Annual incentive	Cash	Variable	• Rewards annual operating results • Emphasizes variable performance-based compensation
Long-term incentive, which includes: performance-based restricted shares, and stock options	Equity	Variable	• Serves as attraction and retention incentive • Rewards for increasing stock price and enhancing long-term value • Aligns interests with shareholders • Rewards annual operating results • Emphasizes variable performance-based compensation
Retirement benefits, including the pension plan, the Supplemental Executive Retirement Plan and the Executive Deferred Compensation Plan	Cash	Fixed	• Serves as attraction and retention incentive

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Going Forward.  Following the separation, Scripps Networks Interactive expects to continue to use the mix of compensation elements described above.

Use of Market Data

Historically.  E. W. Scripps believes that each element of the compensation program should remain competitive in order to attract and retain key executive talent. To help determine the competitive market, the E. W. Scripps Compensation Committee relies, in part, on market compensation data of comparable executive positions within similarly-sized media companies.

E. W. Scripps considers this market information when establishing base salary, annual incentive and long-term equity opportunities, and generally strives to structure each element close to the median of the market data. However, the E. W. Scripps Compensation Committee retains the flexibility to make adjustments in order to respond to market conditions, promotions, individual performance or other circumstances. In addition, the E. W. Scripps Compensation Committee considers the value of the total compensation package when making decisions for each element of compensation. The E. W. Scripps Compensation Committee also monitors the competitiveness of the company’s retirement and perquisite programs on an annual basis; although, these benefit programs generally do not change from year-to-year.

As in prior years, the company prepared a market analysis for each of the NEOs positions using media industry survey data. The market analysis included compensation at the median and 75^th percentile for each of the following elements:

•  Base salary.

•  Total cash compensation, which is base salary plus actual cash incentive compensation.

•  Total direct compensation, which is total cash compensation plus equity awards.

The E. W. Scripps Compensation Committee selected a peer group of companies from the survey that were comparable in size, business and ownership to the company and therefore compete with the company for executive talent. A revenue-based regression analysis for each NEO position was included in the market analysis to further refine the comparison. The following table lists the companies included in this group as of 2007:

Towers Perrin Media Survey Public Companies with Revenues Greater than $500 million
ADVO	McGraw-Hill
Belo	Media General
Cablevision Systems	Meredith
CBS	New York Times
Charter Communications	R.R. Donnelley
Clear Channel Communications	Sinclair Broadcast Group
Comcast Cable Communications	Thomson
Discovery Communications	Time Warner
Dow Jones	Tribune
Gannett	Univision Communications
Hearst-Argyle Television	Viacom
IAC/InterActive	Walt Disney
John Wiley & Sons	Washington Post
Lions Gate Entertainment Corp.	Yahoo!
McClatchy

The market analysis included market data for each component described above, plus historical base salary, annual incentive and equity grants of the NEOs for the prior three years. The E. W. Scripps Compensation

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Committee used this report in establishing each component of compensation, as described in more detail under “Analysis of Each Compensation Element.”

Going Forward.  Some of the companies represented in the peer group analysis for E. W. Scripps include companies that are primarily in the newspaper or broadcast industry, which is no longer an appropriate comparison group for Scripps Networks Interactive. Scripps Networks Interactive will closely examine the survey to determine whether a more appropriate peer group can be established. If a satisfactory peer group cannot be identified for Scripps Networks Interactive, then it will use the full media industry survey and use a revenue-based regression analysis to appropriately size executive pay.

Variable Compensation

Historically.  A significant portion of E. W. Scripps’ executive compensation program is “variable” or “at risk.” This means that a significant portion of total direct compensation is contingent upon achieving specific results that are essential to E. W. Scripps’ long-term success and growth in stockholder value. As described in the table above, the variable components of the compensation program include annual incentives, performance-based restricted shares and stock options. Each of these components is described in more detail under the heading “Analysis of Each Compensation Element.”

The E. W. Scripps Compensation Committee has not established a specific formula for the allocation of fixed and variable compensation components and instead retains the discretion to modify the allocation from year to year. For 2007, an average of 68 percent of total direct compensation levels (assuming target performance) for the NEOs (other than Mr. Lowe) was weighted towards variable components. The total direct compensation for the CEO was roughly 81 percent variable, which reflects a greater focus on performance-based pay as a percent of total compensation. The E. W. Scripps Compensation Committee believes this approach directly aligns the CEO with shareholder interests and is reflective of his greater responsibilities.

As illustrated below, for the NEOs, E. W. Scripps’ pay mix between fixed and variable is relatively consistent with the market:

Going Forward.  It is expected that Scripps Networks Interactive will take a similar approach to determining the weighting and mix of fixed and variable compensation elements.

Analysis of Each Compensation Element

Following is a brief summary of each element of the 2007 compensation program for NEOs, which was established by the E. W. Scripps Compensation Committee. For each element, Scripps Networks Interactive has identified changes to the compensation program that have occurred in 2008 and how Scripps Networks Interactive anticipates that the compensation program will operate after Scripps Networks Interactive becomes an independent public company.

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Base Salary

E. W. Scripps provides competitive base salaries to attract and retain key executive talent. The E. W. Scripps Compensation Committee believes that a competitive base salary is an important component of total compensation because:

•  It is not variable or “at risk,” meaning that it provides a degree of financial stability for the executives.

•  It is used to compensate NEOs for the value of their role and contributions to the company.

Base salary also forms the basis for calculating other compensation opportunities for NEOs:

•  It is used to establish annual incentive opportunities (see “Annual Incentive”).

•  It is included in “final average compensation” for purposes of determining retirement benefits (see “Retirement Plans”).

•  It is included in the formula for calculating separation pay due upon a qualifying termination of employment (see “Employment Agreements and Change in Control Plan”).

Base salaries are designed to be competitive with base salaries paid by the companies in the market survey data to executives with similar responsibilities. In order to ensure that E. W. Scripps paid a competitive base salary in 2007, the E. W. Scripps Compensation Committee considered the market analysis prepared for each NEO, which reflected the median and 75^th percentile base salary levels.

The base salaries for the NEOs were targeted at the median level within the survey data, adjusted to reflect the individual’s scope of responsibilities, level of experience and skill, and the caliber of his or her performance over time. When making these adjustments, the E. W. Scripps Compensation Committee considered the historical base salary level for each NEO for the past three years and the impact that base salary increases would have on the amount of the NEOs retirement benefits. The E. W. Scripps Compensation Committee also took into account the total direct compensation levels of each NEO, which includes base salary, annual and long-term incentives, when setting the base salary and the other elements of total direct compensation. Mr. Lowe, as Chief Executive Officer, also provided the E. W. Scripps Compensation Committee an annual evaluation of the performance of each executive officer reporting to him and his recommendations for base salary adjustments.

After discussing the individual performance of each NEO and pay recommendations, and after making its own assessment of the performance of each such executive officer, the E. W. Scripps Compensation Committee established the base salaries for each NEO. As seen in the chart below, base salary increases were larger for those NEOs whose base salary was substantially lower than the market median (Messrs. NeCastro, Lansing and Cruz) in order to be more competitive with the market, and in the case Mr. Cruz, to reflect his promotion to executive vice president. Mr. Lowe and Mr. Hale received a base salary increase that maintains his base salary at a level close to the market median.

	2006 Base Salary
	as Percent of			2007 Base Salary
NEO	Market Median			Increase Percent
Lowe		100	%		4.8	%
NeCastro		79	%		9.1	%
Lansing		75	%		13.0	%
Cruz		83	%		16.9	%
Hale		93	%		5.7	%

Please refer to the “Salary” column of the Summary Compensation Table for the 2007 base salaries of the NEOs.

Going Forward.  The E. W. Scripps Compensation Committee will review the base salaries of our NEOs to determine the impact of becoming an independent public company. It is anticipated that following the separation the base salary of each of our NEOs will be reviewed following the end of each calendar year and adjusted based on the principles similar to the ones outlined above.

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Annual Incentive

Historically.  E. W. Scripps maintains the Executive Annual Incentive Plan under which NEOs are eligible to receive annual cash payments based on the extent to which certain operational goals are achieved. The E. W. Scripps Compensation Committee believes that a competitive annual incentive program is an important component of total compensation because:

•  It rewards executives for achieving annual operating results.

•  It is a performance-based component that provides variable or “at risk” compensation.

•  It forms the basis for calculating separation pay due upon a qualifying termination of employment (see “Employment Agreements and Change in Control Plan”).

Target Incentive Opportunities

Under the Executive Annual Incentive Plan, NEOs had the opportunity to earn targeted incentive cash payments that were calculated as a percentage of each executive’s annual base salary. These percentages were developed by the E. W. Scripps Compensation Committee according to each executive’s position and level of responsibility.

In order to ensure that E. W. Scripps offered competitive annual incentive opportunities in 2007, the E. W. Scripps Compensation Committee considered the overall performance of each NEO as well as market survey data and recommendations of the CEO. The survey data reflected the median and 75^th percentile total cash compensation, which is base salary plus actual cash incentive compensation.

In general, the E. W. Scripps Compensation Committee attempted to target the total cash compensation of the NEOs to the median total cash compensation levels of the survey data. However, the E. W. Scripps Compensation Committee also believed that it was important to provide similar annual incentive opportunities for each group of NEOs that has similar levels of operational responsibility within the company.

Performance Goals

For 2007, the annual incentive awards were based on a formula that took into consideration the achievement of segment profit and earnings per share goals during the year. The goals were established by the E. W. Scripps Compensation Committee in February 2007 and took into account the strategic business plans approved by the E. W. Scripps Board of Directors. In 2007, the target segment profit and earnings per share goals, and the weight given to each goal, were:

	Target
	Annual
	Incentive
	(As a			Weights			Percent of Target
	Percent of			Segment	Targets Segment	Actual Segment	Achieved Segment
NEO	Base Pay)			Profit/EPS	Profit/EPS	Profit/EPS	Profit/EPS
Lowe		120	%	60/40	$890.3 mil/$2.44	$826.1 mil/$2.31	92.79%/94.67%
NeCastro		60	%	60/40	$890.3 mil/$2.44	$826.1 mil/$2.31	92.79%/94.67%
Cruz		55	%	60/40	$890.3 mil/$2.44	$826.1 mil/$2.31	92.79%/94.67%
Lansing		60	%	60/40	$595.9 mil/$2.44	$603.5 mil/$2.31	101.27%/94.67%
Hale(1)		50	%	30/30/40	$890.3 mil/$595.9 mil/$2.44	$826.1 mil/$603.5 mil/$2.31	92.79%/101.27%/94.67%

(1) (30 percent consolidated and 30 percent Networks segment profits)

These performance goals were used because:

•  Segment profit.  Segment profit is the measure in which E. W. Scripps evaluates the operating performance of each business segment and the measure of performance most frequently used by investors to determine the value of the company. Segment profit is defined as E. W. Scripps’ net income determined in accordance with accounting principles generally accepted in the United States excluding interest, income taxes, depreciation and amortization, divested operating units, restructuring activities, investment results and certain other

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items. For NEOs whose primary responsibilities are corporate-wide (Messrs. Lowe, NeCastro and Cruz), the segment profit goal was based on the consolidated performance of all the divisions of E. W. Scripps. For Mr. Lansing, whose primary responsibility is managing Scripps Networks, the segment profit goal was based on performance of that division. Mr. Hale has a dual role that is both corporate wide and divisional. His segment profit goal is therefore split between the consolidated performance of all the divisions of E. W. Scripps and the performance of Scripps Networks.

•  Earnings per share.  Earnings per share represent the portion of a company’s profit allocated to each outstanding share of common stock and is the most comprehensive measure of the company’s profitability.

•  Adjustments.  E. W. Scripps’ actual segment profit and earning per share results will be adjusted to determine the percent of target achieved. Adjustments are required to eliminate the impact of extraordinary events, such as hurricanes, on the company’s financial results and to ensure that sound business decisions, such as restructurings, are not postponed until the current compensation cycle is complete. These items are excluded because E. W. Scripps does not want NEOs to be inappropriately rewarded or penalized for unexpected events. E. W. Scripps also wants to encourage the NEOs to make sound operating decisions without being influenced by fluctuations in annual incentive payouts.

Payout Percentages

For 2007, the annual incentive opportunity could vary from 0 percent to 165 percent of the targeted percentage of base salary, according to the level of overall performance achieved for the year relative to the established performance goal. This payout schedule is a sliding scale that was designed to motivate and reward exceptional performance. The payout percentage decreases if targeted performance is not achieved, and the payout percentage increases if the company surpasses its targeted goals. For example:

•  If performance is less than 75 percent of target, no annual incentive is earned.

•  If performance equals 75 percent of target, only 5 percent of the target incentive award is earned.

•  If performance equals 100 percent of target, then the entire target award is achieved.

•  If performance equals or exceeds 125 percent of target, then 165 percent of the target award is achieved.

Achievement at maximum performance results in total cash compensation levels at approximately the 75th percentile of the market survey. The following table reflects the actual achievement level for each performance goal along with the payout percentage for each performance goal for 2007. Based on the criteria established at the beginning of the performance period, the E. W. Scripps Compensation Committee was required to adjust the consolidated segment profit and earnings per share results in 2007 to take into account severance costs associated with staff reductions at several of the E. W. Scripps newspapers, costs related to the upcoming separation, and an impairment charge related to losses and challenging business conditions at uSwitch. Furthermore, the E. W. Scripps Compensation Committee exercised negative discretion by decreasing the earnings per share portion of the annual incentive payout for Messrs. Lowe, NeCastro and Cruz by 50 percent to reflect the disappointing business results that led to the impairment charge.

			Final Payout Percent
	Percent of Target Achieved	Preliminary Payout Percent	Segment Profit/EPS
NEO	Segment Profit/EPS	Segment Profit/EPS	(After Negative Discretion)
Lowe	92.79%/94.67%	83.37%/89.01%	83.37%/44.51%
NeCastro	92.79%/94.67%	83.37%/89.01%	83.37%/44.51%
Cruz	92.79%/94.67%	83.37%/89.01%	83.37%/44.51%
Lansing	101.27%/94.67%	102.54%/89.01%	102.54%/89.01%
Hale	92.79%/101.27%/94.67%	83.37%/102.54%/89.01%	83.37%/102.54%/89.01%

Additional Information

For more information on the 2007 annual incentive opportunity for NEOs, please refer to the “Grants of Plan-Based Awards” table. The “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of that table provides the estimated payouts for NEOs at threshold, target and maximum performance levels. Please refer to

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the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the actual amounts earned by each NEO under the Executive Annual Incentive Plan for the 2007 performance period.

Going Forward.  In connection with the separation, Scripps Networks Interactive will adopt the Executive Annual Incentive Plan. Each NEO will participate in the plan following the separation on terms commensurate with his post-separation level of responsibility. It is anticipated that the initial performance period under the new Executive Annual Incentive Plan will commence following the separation and will end December 31, 2008, and that the target incentive opportunities, performance goals and payout percentages will be established based on principles similar to the ones currently used by E. W. Scripps.

Long-Term Incentives

Historically.  In 2007, the E. W. Scripps Compensation Committee granted awards of performance-based restricted shares and stock options to the NEOs. The E. W. Scripps Compensation Committee believes that a competitive long-term incentive program is an important component of total compensation because it:

•  Enhances retention.

•  Rewards executives for increasing stock price and enhancing long-term value.

•  Provides executives with an opportunity for stock ownership to align their interests with shareholders.

•  Helps to emphasizes variable or “at risk” compensation.

•  Rewards executives for achieving annual operating results.

Long-Term Incentive Opportunities

Under the E. W. Scripps long-term incentive program, the NEOs were granted equity awards as recommended by the E. W. Scripps CEO and approved by the E. W. Scripps Compensation Committee. The E. W. Scripps Compensation Committee approved the target value of the equity award for each NEO based on each NEO’s position and level of responsibility, the historical equity grants and a total assessment of the market analysis. The E. W. Scripps Compensation Committee did not consider existing ownership levels in establishing long-term incentive opportunities, as it wanted to encourage stock ownership among the NEOs. Decisions regarding long-term incentive grants were made based on role, amount of impact and retention objectives. Survey data was referenced, but is generally unreliable since it fluctuates from year-to-year.

For 2007 the target value of the equity award for each executive was as follow:

	Target Value of 2007
	Long-Term Incentive
NEO	Equity Award
Lowe	$	3.285 million
NeCastro	$	1.314 million
Cruz	$	0.657 million
Lansing	$	0.854 million
Hale	$	0.526 million

Once the E. W. Scripps Compensation Committee established the target value of each of the NEOs equity awards, one half of the value was awarded as stock options while the other half was awarded as performance-based restricted stock. The E. W. Scripps Compensation Committee believes that using a combination of performance-based restricted shares and stock options strikes an appropriate balance between focusing executives on achieving specified operational goals and increasing long-term shareholder value, as more fully described below.

Stock Options

The stock options were granted with an exercise price equal to the fair market value of E. W. Scripps’ Class A common shares on the date of grant, have an eight-year term and vest in three annual installments, beginning on the first anniversary of the date of grant.

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Because the value of stock options increases when the stock price increases, stock options align the interests of NEOs with those of shareholders. In addition, stock options are intended to help retain key executives because they vest over three years and, if not vested, are forfeited if the employee leaves E. W. Scripps before retirement.

For more information on the stock options granted to NEOs in 2007, including the number of shares underlying each option grant and its exercise price, please refer to the “Grants of Plan-Based Awards” table. For information about the total number of stock options outstanding as of the end of 2007 with respect to each NEO, please refer to the “Outstanding Equity Awards at Fiscal Year-End” table.

Performance-Based Restricted Stock Awards

The performance-based restricted stock awards provided NEOs with an opportunity to receive restricted shares based on the extent to which E. W. Scripps attains specified levels of segment profit during the year. The restricted shares that are earned vest in installments on each March 15 of the succeeding three years (25 percent in the year after the end of the performance period, 25 percent in the second year, and 50 percent in the third year). Half of the vesting occurs in the third year to further enhance retention.

The performance-based restricted shares are consistent with the overall objective of rewarding operational performance, since the number of shares earned depends on the extent to which E. W. Scripps achieves the specified consolidated segment profit level during the year. Moreover, the vesting schedule of the restricted shares ultimately earned provides retention incentives for NEOs and also helps to focus them on increasing the value of the company over time.

The segment profit goal was based on the consolidated performance of all the divisions of E. W. Scripps. This goal was selected for all of the NEOs instead of a combination of consolidated and divisional because, as a long-term reward vehicle, E. W. Scripps wanted the focus to be on increasing the value of the company as a whole. This approach encourages cooperation among the operating divisions of E. W. Scripps. For 2007, the goal for consolidated segment profit was $890.3 million.

The actual number of restricted shares earned was determined based on the achievement of the consolidated segment profit goal for the year. The number of restricted shares earned could vary, from 0 percent to 165 percent of the targeted number of shares granted, according to the level of consolidated performance achieved for the year relative to the performance goal. The payout schedule was the same as the one used for the annual incentive program. The restricted shares earned will vest 25 percent in the first and second years and 50 percent in the third year.

For 2007, the earned number of restricted shares was 83.37 percent of the targeted number of restricted shares. This was based on a consolidated segment profit achievement of $826 million which represented 92.79 percent of the targeted consolidated segment profit goal.

In addition, Mr. Cruz received a second grant, valued at $533,000 in recognition of his promotion to Executive Vice President and General Counsel, effective June 1, 2007. The grant was a combination of stock options and restricted shares that vest equally over three years.

Additional Information

For more information on the performance-based restricted stock awards granted to NEOs in 2007, please refer to the “Grants of Plan-Based Awards” table. The “Estimated Future Payouts Under Equity Incentive Plan Awards” column of that table provides the estimated number of restricted shares earned for each NEO at threshold, target and maximum performance levels. For information about the total number of restricted shares outstanding as of the end of 2007 with respect to each NEO, please refer to the “Outstanding Equity Awards at Fiscal Year-End” table.

For 2008, the E. W. Scripps Compensation Committee will grant time-based restricted shares to our NEOs in lieu of performance-based restricted shares. The E. W. Scripps Compensation Committee believes that the time-based restricted shares will enhance our retention incentives during the separation transaction. The restricted shares will vest in equal installments on the first three anniversaries of the date of grant, provided that the executive remains with E. W. Scripps on the vesting date.

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In preparation for the separation, the E. W. Scripps Compensation Committee decided that, effective as of the separation, these awards will be converted into awards of Scripps Networks Interactive Class A common stock in a manner designed to preserve the intrinsic value of those awards, as described in more detail under the Employee Matters Agreement. The E. W. Scripps Compensation Committee adopted this approach in an effort to directly align the interests of Scripps Networks Interactive employees with the new company and the growth value of the stock. The awards will remain subject to the same vesting and exercise restrictions as applied prior to the separation.

Going Forward.  Scripps Networks Interactive will adopt the 2008 Long-Term Incentive Plan. Each NEO will participate in the plan following the separation commensurate with his post-separation level of responsibility. Scripps Networks Interactive will continue to establish the long-term incentive target value for each NEO based on the principles outlined above and that the target value will be allocated equally between stock options and performance-based restricted shares. The terms of the equity awards will generally mirror those described above.

Equity Grant Practices

Historically.  The E. W. Scripps Incentive Plan Committee (a sub-committee of the E. W. Scripps Compensation Committee) grants annual equity awards at the February meeting of the committee. This meeting date is set typically two years in advance. The E. W. Scripps Incentive Plan Committee does not grant equity compensation awards in anticipation of the release of material nonpublic information. Similarly, E. W. Scripps does not time the release of material nonpublic information based on equity award grant dates.

Going Forward.  Scripps Networks Interactive intends to adopt equity grant practices that are substantially similar to the ones described above.

Retirement Plans

Historically.  E. W. Scripps maintains a defined benefit pension plan and a 401(k) plan, which cover NEOs along with substantially all other non-union employees of the company and its subsidiaries.

In order to attract and retain key executive talent, the E. W. Scripps Compensation Committee believes that it is important to provide the executive officers, including NEOs, with retirement benefits that are in addition to those generally provided to its employees. As a result:

•  E. W. Scripps supplements the pension plan for all executives whose pay and contributions exceed the IRS limitations through the E. W. Scripps Supplemental Executive Retirement Plan (“SERP”). For more information on the pension plan and the SERP, please refer to the “Pension Benefits” table.

•  NEOs may also defer specified portions of their compensation under the Executive Deferred Compensation Plan and receive matching contributions in each case in excess of what they are able to defer under the 401(k) Plan due to IRS limitations. For more information about the Executive Deferred Compensation Plan, please refer to the “Non-Qualified Deferred Compensation” table.

The E. W. Scripps Compensation Committee believes that the SERP and the Executive Deferred Compensation Plan are important retention and recruitment tools, as many of the companies in which E. W. Scripps competes for executive talent provide similar benefits to their senior executives.

Going Forward.  In connection with the separation, Scripps Networks Interactive will establish a defined benefit pension plan, a 401(k) plan, SERP and Executive Deferred Compensation Plan that are substantially similar to the corresponding E. W. Scripps plans described above. Scripps Networks Interactive will also assume the obligations for benefits accrued by our employees, including our NEOs, under those E. W. Scripps plans.

Health, Welfare and Other Personal Benefits

Historically.  In addition to the principal compensation components described above, the NEOs were entitled to participate in all health, welfare, fringe benefit and other arrangements generally available to other employees of E. W. Scripps.

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E. W. Scripps also provided the NEOs with a financial planning benefit pursuant to the terms of their employment agreements, plus an additional payment to cover the taxes associated with the compensation value of this benefit. E. W. Scripps also provided perquisites that facilitate involvement of executive officers in the business community by sponsoring membership in luncheon and business clubs, and with respect to Mr. Lowe, a country club membership per his employment agreement.

For more information about the perquisites provided in 2007 to each NEO, please refer to the “All Other Compensation” column of the Summary Compensation Table.

Going Forward.  Scripps Networks Interactive intends to take the same approach as E. W. Scripps with respect to granting minimal perquisites and other personal benefits to executives.

Employment Agreements and Change in Control Plan

The E. W. Scripps Compensation Committee believes that employment agreements convey E. W. Scripps’ commitment to each NEO while offering flexibility for any potential changes. Accordingly, E. W. Scripps provides severance protections for NEOs under their respective employment agreements and the Change in Control Plan.

Employment Agreements

Historically.  Each NEO (other than Mr. Hale) would be entitled to severance benefits under his employment agreement in the event of a termination of employment by E. W. Scripps without “cause” or a termination by the executive for “good reason,” death or disability. The severance benefits are generally determined as if the executive continued to remain employed by E. W. Scripps through the remainder of the term covered by the employment agreement, consistent with market practices.

In exchange for the severance benefits, the NEOs agree not to disclose E. W. Scripps’ confidential information and agree not to compete against E. W. Scripps or solicit its employees or customers for a period of time after termination. These provisions protect E. W. Scripps’ interests and help to ensure its long-term success.

Please refer to the “Potential Payments Upon Termination or Change in Control” section of this information statement for information regarding potential payments and benefits, if any, that each NEO is entitled to receive under his employment agreement in connection with his termination of employment. Please refer to the narrative following the Summary Compensation Table for a description of the compensation and benefits provided under the employment agreements.

Going Forward.  In connection with the separation, Scripps Networks Interactive will enter into an employment agreement with each of Messrs. NeCastro and Cruz that is substantially comparable to the corresponding E. W. Scripps employment agreement for each individual. In addition, in an effort to standardize employment agreements after the separation, Scripps Networks Interactive will enter into an employment agreement with Messrs. Lowe, Lansing and Hale that is substantially similar to the one covering Messrs. NeCastro and Cruz.

Change in Control Plan

Historically.  All NEOs are provided change in control protection. For Mr. Lowe, the terms of his change in control protection are covered in his employment agreement. The other NEOs are covered under the Senior Executive Change in Control Plan. Under this plan, a NEO would be entitled to certain severance benefits if a “change in control” were to occur and E. W. Scripps terminated the executive’s employment without “cause” or the executive terminated his employment with E. W. Scripps for “good reason” within a two-year period following the change in control. For Mr. Lansing, whose primary responsibility is managing Scripps Networks, his employment agreement also provides change in control protections in the event of a sale of Scripps Networks. The severance levels were established by the E. W. Scripps Compensation Committee.

The E. W. Scripps Compensation Committee believes that the occurrence, or potential occurrence, of a change in control transaction will create uncertainty regarding the continued employment of NEOs. The change in control protections allow NEOs to focus on the company’s business and objectively evaluate any future proposals during potential change in control transactions without being distracted by potential job loss. It also enhances retention

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following a change in control, as the severance benefits are payable only if the executive incurs a qualifying termination within a certain period following a change in control, rather than merely as a result of the change in control.

All equity awards held by NEOs would immediately vest upon a change in control. Unlike the cash severance described above, the vesting is not contingent upon a qualifying termination within a certain period following a change in control. This “single trigger” is appropriate because the equity of the Company will change and the E. W. Scripps Compensation Committee believes NEOs should have the same opportunity to realize value as common shareholders.

Please refer to the “Potential Payments Upon Termination or Change in Control” section for information regarding potential payments and benefits, if any, that each executive is entitled to receive in connection with a change in control.

Going Forward.  In connection with the separation, Scripps Networks Interactive will adopt an Executive Change in Control Plan that provides benefits substantially comparable to the benefits provided under the E. W. Scripps Senior Executive Change in Control Plan. Mr. Lowe will also participate in the Change in Control Plan in lieu of the protections contained in his existing employment agreement.

EXECUTIVE COMPENSATION TABLES

Set forth below is information concerning the compensation earned in 2006 and 2007 by the Named Executive Officers of Scripps Networks Interactive (“NEOs”). All compensation amounts set forth in the following tables represent compensation paid to the applicable NEO in connection with his service to The E. W. Scripps Company (“E. W. Scripps”). As described in the Compensation Discussion and Analysis (“CD&A”), the compensation and benefits provided to the NEOs by Scripps Networks Interactive, Inc. (“Scripps Networks Interactive”) may differ from the compensation and benefits historically provided to the NEOs by E. W. Scripps because historical compensation was determined by E. W. Scripps and future compensation will be determined based on compensation policies, programs and procedures to be established by Scripps Networks Interactive’s compensation committee.

Summary Compensation Table

The following table presents information concerning compensation paid to the NEOs in 2006 and 2007.

													Change in
													Pension Value
													and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
Name and			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Principal Position	Year		($)		($)		($)(1)		($)(1)		($)(2)		($)(3)		($)(4)		($)
Kenneth W. Lowe		2007		1,100,000		0		2,598,016		2,399,907		895,277		840,348		75,973		7,909,521
Chairman & Chief Executive		2006		1,050,000		0		3,536,808		2,923,091		1,260,000		1,083,392		69,980		9,923,271
Officer
Joseph G. NeCastro		2007		600,000		0		493,274		453,140		244,166		85,598		137,557		2,013,735
Executive Vice President &		2006		550,000		0		426,705		433,832		330,000		61,247		129,648		1,931,432
Chief Financial Officer
John F. Lansing		2007		650,000		0		400,540		311,144		378,799		183,198		36,750		1,960,431
President/Scripps Networks		2006		575,000		0		363,056		297,820		306,176		128,919		34,250		1,705,221
Anatolio B. Cruz III		2007		493,750		0		266,881		256,417		177,826		51,476		34,115		1,280,465
Executive Vice President,		2006		385,000		0		193,733		191,643		200,061		36,552		28,960		1,035,949
Chief Legal Officer and Corporate Secretary
Mark Hale		2007		415,000		0		126,800		235,206		189,607		87,900		29,707		1,084,220
Senior Vice President		2006		392,500		0		54,300		238,484		176,613		64,689		24,525		951,111
Technology Operations and Chief Technology Officer

(1) Represents the expense recognized in E. W. Scripps’ financial statement related to restricted stock and stock option awards granted in 2007 and in prior years. Because Mr. Lowe is eligible for retirement, the entire grant

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	date fair value of his awards was fully expensed in the year of grant. The expense was determined in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment (“FAS 123(R)”), but disregards the impact of estimated forfeitures relating to service-based vesting conditions. See footnote 19 of the Consolidated Financial Statements contained in E. W. Scripps’ Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Annual Report”) for an explanation of the assumptions used in the valuation of these awards. For information about the awards granted in 2007, please refer to the Grants of Plan-Based Awards table and to the CD&A. For information on all outstanding equity awards as of December 31, 2007, please refer to the Outstanding Equity Awards at Fiscal Year-End table.
(2)	Represents the annual incentive earned by each NEO under the E. W. Scripps Executive Bonus Plan for the applicable calendar year. For additional information about the 2007 annual incentive opportunities under the E. W. Scripps Executive Bonus Plan, please refer to the Grants of Plan-Based Awards table and CD&A.
(3)	Represents the increase in the present value of the accumulated benefits under the pension plan and the E. W. Scripps Supplemental Executive Retirement Plan (“SERP”) for the applicable calendar year. For information on these plans, please refer to the Pension Benefits table. The NEOs did not accrue any preferential or above-market earnings on non-qualified deferred compensation.
(4)	Represents the perquisites and other benefits outlined in the table below. For more information about these benefits, please refer to the CD&A.

	Financial		Club		Tax		Matching
	Planning		Dues		Gross-Up		Contribution		Total
Name	($)(i)		($)(ii)		($)(iii)		($)(iv)		($)
Mr. Lowe		15,000		13,964		14,009		33,000		75,973
Mr. NeCastro		10,000		2,060		107,497		18,000		137,557
Mr. Lansing		10,000		0		7,250		19,500		36,750
Mr. Cruz		10,000		2,060		7,242		14,813		34,115
Mr. Hale		10,000		0		7,257		12,450		29,707

(i)	Represents all amounts paid by E. W. Scripps for financial planning services.
(ii)	Represents all amounts paid by E. W. Scripps for dining, business and country clubs.
(iii)	Represents reimbursement of taxes imposed on the financial planning benefit. This column also includes the tax gross-up paid to Mr. NeCastro on his loan repayment. To assist Mr. NeCastro in satisfying an obligation with his previous employer, E. W. Scripps loaned him $356,905 in 2002. Mr. NeCastro was obligated to repay the loan, with interest at 4.75 percent per year, by July 26, 2007. Until such time, E. W. Scripps withheld an amount of his annual incentive to repay interest and principal on the loan in an amount equal to the lesser of (i) 50 percent of his annual incentive earned for each year, or (ii) $80,000. E. W. Scripps agreed to pay Mr. NeCastro an additional bonus, the net amount of which equaled the taxes applicable to the portion of the annual incentive withheld for the loan payment. Mr. NeCastro’s obligation was paid in full in 2007.
(iv)	Represents the amount of all matching contributions made under E. W. Scripps’ 401(k) Plan and Executive Deferred Compensation Plan.

Salary and Bonus in Proportion to Total Compensation

The NEOs generally receive 42 percent to 55 percent of their total direct compensation in the form of base salary and cash incentive awards under the Executive Bonus Plan. Please see the CD&A for a description of the objectives of E. W. Scripps’ compensation program and overall compensation philosophy.

Employment Agreements

Four of the NEOs have entered into employment agreements with E. W. Scripps. These employment agreements enhance retention incentives for NEOs and also protect E. W. Scripps’ interests by imposing

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confidentiality, noncompetition, nonsolicitation and other restrictive covenants on the executives. Following is a brief summary of the employment agreements.

Employment Agreement for Mr. Lowe

On June 16, 2003, E. W. Scripps entered into an employment agreement with Mr. Lowe, pursuant to which he serves as President and Chief Executive Officer and as a member of the Board of Directors. On July 31, 2007, the agreement was extended through June 20, 2010. During the term, Mr. Lowe is entitled to: (i) a base salary that is not less than that paid to him for the immediately preceding year and an annual target bonus opportunity equal to no less than 80 percent of his salary; (ii) participate in all equity incentive, employee pension, welfare benefit plans and fringe benefit programs on a basis no less favorable than the most favorable basis provided other senior executives of E. W. Scripps; (iii) life insurance equal to his base salary; and (iv) reimbursement for tax and financial planning up to maximum of $15,000 per year, the annual membership fees and other dues associated with one country club and one luncheon club, and the costs of an annual physical examination.

Employment Agreement for Mr. Lansing

Effective January 1, 2004, E. W. Scripps entered into an employment agreement with Mr. Lansing. The term of the agreement expires on December 31, 2008. During the term, Mr. Lansing is entitled to an annual base salary of no less than $550,000 and a target annual incentive opportunity of no less than 50 percent of base salary. Mr. Lansing is also entitled to all benefits provided to senior level executives in accordance with E. W. Scripps’ policies in effect from time to time.

Employment Agreements for Mr. NeCastro and Mr. Cruz

In June 2006, E. W. Scripps entered into an employment agreement with Mr. NeCastro. On July 31, 2007, E. W. Scripps entered into an employment agreement with Mr. Cruz in connection with his promotion to the position of Executive Vice President. Each of these agreements has a three-year term that extends for an additional year on each anniversary of the first day of the terms, unless E. W. Scripps provides notice not to extend. During the term, (i) the annual base salary for each executive will be no less than $550,000 for Mr. NeCastro, and $525,000 for Mr. Cruz; (ii) the target bonus opportunity will be 60 percent of base salary for Mr. NeCastro and 55 percent of base salary for Mr. Cruz; (iii) each executive is eligible to participate in all equity incentive plans, employee retirement, pension and welfare benefit plans available to similarly situated executives of E. W. Scripps; and (iv) each executive is also entitled to reimbursement for tax and financial planning up to a maximum of $15,000 per year, the annual membership fees and other dues associated with one luncheon club, and the costs of an annual physical examination.

Please refer to the “Potential Payments Upon Termination or Change in Control” section for information regarding potential payments and benefits, if any, that each executive is entitled to receive under his employment agreement in connection with his termination of employment or change in control, along with a brief description of the applicable non-competition, non-solicitation, confidentiality and other restrictions applicable to each executive.

Letter Agreement with Mr. Hale

On July 7, 2005, E. W. Scripps entered into a letter agreement with Mr. Hale to confirm his then-current compensation arrangements. The letter agreement was not intended to serve as an employment agreement and does not provide for any severance benefits.

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Grants of Plan-Based Awards

The following table sets forth information for each NEO regarding (i) estimated payouts of the annual cash incentive opportunities granted under the E. W. Scripps Executive Bonus Plan during 2007, (ii) estimated number of restricted shares that could be delivered under the performance-based restricted stock awards granted during 2007, (iii) restricted stock awards granted during 2007, and (iv) stock options granted in 2007:

															All Other		All Other				Grant
															Stock		Option		Exercise		Date Fair
															Awards:		Awards:		or Base		Value of
			Estimated Possible Payouts						Estimated Possible Payouts						Number of		Number of		Price of		Stock and
			Under Non-Equity Incentive						Under Equity Incentive						Shares of		Securities		Option		Stock
			Plan Awards(1)						Plan Awards(1)						Stock or		Underlying		Awards		Option
	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		Units		Options		($/SH)		Awards
Name	Date		($)		($)		($)		(#)		(#)		(#)		(#)(2)		(#)(3)		(4)		($)(5)
Mr. Lowe				66,000		1,320,000		2,178,000
		2/22/2007								1,786		35,714		58,928								1,743,557
		2/22/2007																125,000		48.82		1,572,500
Mr. NeCastro				18,000		360,000		594,000
		2/22/2007								714		14,286		23,572								697,443
		2/22/2007																50,000		48.82		629,000
Mr. Lansing				19,500		390,000		643,500
		2/22/2007								464		9,286		15,322								453,343
		2/22/2007																32,500		48.82		408,850
Mr. Cruz				13,109		262,188		432,610
		2/22/2007								357		7,143		11,786								348,721
		2/22/2007																25,000		48.82		314,500
		8/1/2007																20,000		40.70		251,600
		8/1/2007														6,000						244,200
Mr. Hale				10,375		207,500		342,375
		2/22/2007								286		5,714		9,428								278,957
		2/22/2007																20,000		48.82		251,600

(1)	Represents the incentive opportunities granted in 2007 under the E. W. Scripps Executive Bonus Plan and the 1997 Long-Term Incentive Plan. The “Threshold,” “Target” and “Maximum” columns reflect the range of potential payouts under these plans when the performance goals were established by the E. W. Scripps Compensation Committee. The threshold equals 5 percent of the target award and the maximum equals 165 percent of the target award. The actual 2007 annual incentive awards were determined on February 22, 2008 and are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The actual number of restricted shares delivered under the 1997 Long-Term Incentive Plan was determined on February 22, 2008, and is set forth in the “Number of Shares or Units of Stock that have Not Vested” column of the Outstanding Equity Awards at Fiscal Year-End table. The executives have no rights to vote or receive cash dividends with respect to the underlying restricted shares until the date on which the actual number of restricted shares are determined and issued to the executive. For information on the applicable performance goals and performance periods for each award, please refer to the CD&A.
(2)	Represents the restricted shares granted to Mr. Cruz in connection with his promotion to Executive Vice President. Mr. Cruz has all the rights of a shareholder with respect to these restricted shares, including the right to vote the restricted shares and receive any cash dividends that may be paid thereon. The restricted shares vest in three annual installments beginning on the first anniversary of the date of grant for so long as he remains employed by E. W. Scripps. Vesting accelerates upon the executive’s death, disability, or retirement, or in the event of a change in control of E. W. Scripps.
(3)	Represents the number of shares that may be issued to the NEO on exercise of stock options granted in 2007. These stock options vest in three annual installments beginning on the first anniversary of the date of grant for so long as the executive remains employed by E. W. Scripps. Vesting accelerates upon the executive’s death, disability or retirement, or in the event of a change in control of E. W. Scripps.
(4)	Represents the exercise price of each stock option reported in the table, which equals the closing market prices of the underlying option shares on the date of grant.
(5)	Represents the grant date fair value, as determined in accordance with FAS 123(R), of each equity award listed in the table.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information for each NEO with respect to (i) each option to purchase E. W. Scripps shares that had not been exercised and remained outstanding as of December 31, 2007, and (ii) each award of E. W. Scripps restricted shares that had not vested and remained outstanding as of December 31, 2007:

	Option Awards								Stock Awards
											Market		Equity Incentive	Equity Incentive
	Number of		Number of								Value of		Plan Awards:	Plan Awards:
	Securities		Securities						Number of		Shares or		Number of	Market or Payout
	Underlying		Underlying						Shares or		Units of		Unearned Shares,	Value of Unearned
	Unexercised		Unexercised		Option				Units of Stock		Stock That		Units or Other	Shares, Units or
	Options		Options		Exercise		Option		That Have not		Have not		Rights That Have	Other Rights That
	(#)(1)		(#)(2)		Price		Expiration		Vested		Vested		Not Vested	Have Not Vested
Name	Exercisable		Unexercisable		($)(3)		Date		(#)(4)		($)(5)		(#)	($)
Mr. Lowe		120,000				24.500		1/23/2010
		120,000				26.395		9/30/2010
		200,000				32.125		1/24/2011
		250,000				37.555		2/19/2012
		83,333		41,667		46.460		2/9/2013
		250,000				39.985		2/25/2013
		41,667		83,333		48.980		2/22/2014
		83,333		41,667		48.980		2/22/2014
		187,500				48.710		3/22/2014
				125,000		48.820		2/21/2015
Total		1,335,833		291,667						90,707		4,082,722
Mr. NeCastro		10,000				38.115		5/22/2012
		28,333		14,167		46.460		2/9/2013
		60,000				39.985		2/25/2013
		60,000				48.710		3/22/2014
		16,667		33,333		44.750		3/28/2014
				50,000		48.820		2/21/2015
Total		175,000		97,500						29,433		1,324,779
Mr. Lansing		24,000				32.125		1/24/2011
		70,000				37.555		2/19/2012
		21,667		10,833		46.460		2/9/2013
		60,000				39.985		2/25/2013
		10,834		21,666		48.910		2/21/2014
		30,000				48.710		3/22/2014
				32,500		48.820		2/21/2015
Total		216,501		64,999						31,760		1,429,518
Mr. Cruz		22,500				53.390		4/27/2014
		13,333		6,667		46.460		2/9/2013
		7,500		15,000		48.910		2/21/2014
				25,000		48.820		2/21/2015
				20,000		40.700		7/31/2015
Total		43,333		66,667						19,549		879,900
Mr. Hale		8,000				23.610		1/14/2008
		10,000				23.655		1/18/2009
		11,000				24.500		1/23/2010
		15,000				32.125		1/24/2011
		10,000				37.555		2/19/2012
		16,000				39.985		2/25/2013
		16,000				49.150		2/24/2014
		10,667		5,333		46.460		2/9/2013
		9,333		4,667		50.750		7/26/2013
		5,000		10,000		48.910		2/21/2014
		3,334		6,666		42.440		7/31/2014
				20,000		48.820		2/21/2015
Total		114,334		46,666						7,804		351,258

(1) Represents the number of E. W. Scripps shares underlying the outstanding stock options that have vested as of December 31, 2007.

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(2) Represents the number of E. W. Scripps shares underlying the outstanding stock options that have not vested as of December 31, 2007. Vesting can be accelerated based on death, disability, retirement or change in control. The vesting dates for each unexercisable stock option award are as follows:

			Total Number of
			Unvested Stock
Name	Grant Date		Options Outstanding		Vesting Date
Mr. Lowe		2/10/2005		41,667	41,667 on 2/15/2008
		2/23/2006		41,667	41,667 on 12/31/2008: No accelerated vesting upon retirement
		2/23/2006		83,333	41,666 on 2/23/2008, 41,667 on 2/23/2009
		2/22/2007		125,000	41,667 on 2/22/2008, 41,666 on 2/22/2009, 41,667 on 2/22/2010
		Total		291,667
Mr. NeCastro		2/10/2005		14,167	14,167 on 2/15/2008
		3/29/2006		33,333	16,666 on 3/29/2008, 16,667 on 3/29/2009
		2/22/2007		50,000	16,667 on 2/22/2008, 16,666 on 2/22/2009, 16,667 on 2/22/2010
		Total		97,500
Mr. Lansing		2/10/2005		10,833	10,833 on 2/15/2008
		2/22/2006		21,666	10,833 on 2/22/2008, 10,833 on 2/22/2009
		2/22/2007		32,500	10,834 on 2/22/2008, 10,833 on 2/22/2009, 10,833 on 2/22/2010
		Total		64,999
Mr. Cruz		2/10/2005		6,667	6,667 on 2/15/2008
		2/22/2006		15,000	7,500 on 2/22/2008, 7,500 on 2/22/2009
		2/22/2007		25,000	8,334 on 2/22/2008, 8,333 on 2/22/2009, 8,333 on 2/22/2010
		8/1/2007		20,000	6,667 on 8/1/2008, 6,666 on 8/1/2009, 6,667 on 8/1/2010
		Total		66,667
Mr. Hale		2/10/2005		5,333	5,333 on 2/15/2008
		7/27/2005		4,667	4,667 on 7/27/2008
		2/22/2006		10,000	5,000 on 2/22/2008, 5,000 on 2/22/2009
		8/1/2006		6,666	3,333 on 8/1/2008, 3,333 on 8/1/2009
		2/22/2007		20,000	6,667 on 2/22/2008, 6,666 on 2/22/2009, 6,667 on 2/22/2010
		Total		46,666

(3) The exercise price equals the fair market value per share of the underlying option shares on the date of grant.

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(4) Represents the number of E. W. Scripps restricted shares for each NEO outstanding as of December 31, 2007. Vesting can be accelerated based on death, disability, retirement or change in control. The vesting dates for each outstanding restricted share award are as follows:

			Total Number of
			Restricted Shares
Name	Grant Date		Outstanding		Vesting Date
Mr. Lowe		2/10/2005		18,968	18,968 on 2/15/2008
		2/22/2006		25,297	8,432 on 3/15/2008, 16,865 on 3/15/2009
		2/23/2006		16,667	16,667 on 12/31/2008: No accelerated vesting upon retirement
		2/22/2007		29,775	7,444 on 3/15/2008, 7,444 on 3/15/2009, 41,887 on 3/15/2010
		Total		90,707
Mr. NeCastro		2/10/2005		6,449	6,449 on 2/15/2008
		3/29/2006		11,074	3,692 on 3/15/2008, 7,382 on 3/15/2009
		2/22/2007		11,910	2,978 on 3/15/2008, 2,978 on 3/15/2009, 5,954 on 3/15/2010
		Total		29,433
Mr. Lansing		1/1/2004		12,500	12,500 on 12/31/2008
		2/10/2005		4,932	4,932 on 2/15/2008
		2/22/2006		6,586	2,196 on 3/15/2008, 4,390 on 3/15/2009
		2/22/2007		7,742	1,936 on 3/15/2008, 1,936 on 3/15/2009, 3,870 on 3/15/2010
		Total		31,760
Mr. Cruz		2/10/2005		3,034	3,034 on 2/15/2008
		2/22/2006		4,560	1,520 on 3/15/2008, 3,040 on 3/15/2009
		2/22/2007		5,955	1,489 on 3/15/2008, 1,489 on 3/15/2009, 2,977 on 3/15/2010
		8/1/2007		6,000	2,000 on 8/1/2008, 2,000 on 8/1/2009, 2,000 on 8/1/2010
		Total		19,549
Mr. Hale		2/22/2006		3,040	1,014 on 3/15/2008, 2,026 on 3/15/2009
		2/22/2007		4,764	1,191 on 3/15/2008, 1,191 on 3/15/2009, 2,382 on 3/15/2010
		Total		7,804

(5) The value was calculated using the closing market price of E. W. Scripps’ stock on December 31, 2007 ($45.01 per share).

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Option Exercises and Stock Vested

The following table sets forth information for each NEO with respect to the exercise of options to purchase shares of E. W. Scripps’ stock during 2007, and the vesting of E. W. Scripps restricted shares and restricted share unit awards during 2007:

	Option Awards				Stock Awards
					Number of
	Number of		Value		Shares		Value
	Shares		Realized on		Acquired		Realized on
	Acquired on		Exercise		on Vesting		Vesting
Name	Exercise (#)		($)		(#)(1)		($)(2)
Mr. Lowe		0		0		119,338		5,790,580
Mr. NeCastro		0		0		9,190		417,991
Mr. Lansing		0		0		5,799		265,780
Mr. Cruz		0		0		3,814		173,305
Mr. Hale		0		0		1,014		43,805

(1)	Includes 40,000 restricted share units for Mr. Lowe that vested on January 2, 2007. Mr. Lowe will not receive these shares underlying the units until he retires.
(2)	Represents the product of the number of shares of E. W. Scripps stock covered by the restricted share or share unit award that vested and the closing price per share of stock for the vesting date.

Pension Benefits

The following table sets forth information regarding the pension benefits for each NEO:

		Number of
		Years		Present Value		Payments
		Credited		of Accumulated		During Last
		Service		Benefit		Fiscal Year
Name	Plan Name	(#)(1)		($)(1)		($)
Mr. Lowe	Scripps Pension Plan		27.68		626,660		0
	SERP		27.68		5,477,713		0
Mr. NeCastro	Scripps Pension Plan		5.67		85,682		0
	SERP		5.67		228,717		0
Mr. Lansing	Scripps Pension Plan		12.42		181,218		0
	SERP		12.42		527,579		0
Mr. Cruz(2)	Scripps Pension Plan		3.75		52,804		0
	SERP		3.75		79,859		0
Mark Hale	Scripps Pension Plan		13.75		186,966		0
	SERP		13.75		320,343		0

(1)	The number of years of credited service and the present value of accumulated benefit are calculated as of December 31, 2007. The present value of accumulated benefits was calculated using the same assumptions included in the 2007 Annual Report, except that (i) no pre-retirement decrements were assumed, and (ii) a single retirement age of 62 was used instead of retirement decrements.
(2)	Mr. Cruz has not yet vested in his benefits under either plan, as he does not have the required five years of credited service.

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Description of Retirement Plans

Pension Plan

The E. W. Scripps Pension Plan (the “Pension Plan”) is a tax-qualified pension plan covering substantially all eligible non-union employees of E. W. Scripps. The material terms and conditions of the Pension Plan as they pertain to the NEOs include the following:

Benefit Formula:  Subject to applicable Internal Revenue Code limits on benefits, the monthly normal retirement benefit is equal to 1 percent of the participant’s average monthly compensation up to an integration level plus 1.25 percent of the participant’s average monthly compensation in excess of the integration level, multiplied by the participant’s years of service. The integration level is the average of the Social Security taxable wage bases for the thirty-five years prior to the participant’s termination (or disability, if applicable). Average monthly compensation is the monthly average of the compensation earned during the five consecutive years in the eleven years before termination for which the participant’s compensation was the highest.

Compensation:  Subject to the applicable Internal Revenue Code limit ($225,000 for 2007), compensation includes salary, bonuses earned during the year and paid by March 15 of the following calendar year, and amounts deferred pursuant to the E. W. Scripps Retirement and Investment Plan and the E. W. Scripps Choice Plan.

Normal Retirement:  A participant is eligible for a normal retirement benefit based on the benefit formula described above if his or her employment terminates on or after age 65.

Early Retirement:  A participant is eligible for an early retirement benefit if his or her employment terminates on or after age 55 and he or she has completed 10 years of service. The early retirement benefit is equal to the normal retirement benefit described above, reduced by 0.4167 percent for each month the benefit commences before age 62. Mr. Lowe is the only NEO currently eligible for an early retirement benefit. E. W. Scripps does not grant extra years of service to any NEO under the Pension Plan.

Disability Retirement:  A participant is eligible for a disability retirement benefit if his or her employment terminates due to disability, but only if he or she is not receiving disability benefits under another company plan and only if the participant has completed 15 years of service. The monthly disability retirement benefit is equal to the monthly normal retirement benefit, except that the monthly disability retirement benefit for any month prior to age 65 that the participant does not receive Social Security benefits is equal to 1.25 percent of average monthly compensation multiplied by years of service.

Deferred Vested Benefits:  A participant who is not eligible for a normal, early or disability retirement benefit but has completed five years of service is eligible for a deferred retirement benefit following termination of employment, beginning at age 55, subject to a reduction of 0.5 percent for each month the benefit commences before age 65.

Form of Benefit Payment:  The benefit formula calculates the amount of benefit payable in the form of a monthly life annuity (which is the normal form of benefit for an unmarried participant). The normal form of payment for a married participant is a joint and 50 percent survivor annuity, which provides a reduced monthly amount for the participant’s life with the surviving spouse receiving 50 percent of the reduced monthly amount for life. Married participants with spousal consent can elect any optional form. Optional forms of benefits include a joint and 50 percent or 100 percent survivor annuity (which provides a reduced monthly amount for the participant’s life with the survivor receiving 50 percent or 100 percent of the monthly amount for life), or a monthly life annuity with a 10-year certain or 5-year certain guarantee (which provides a reduced monthly amount for the participant’s life and, if the participant dies within 10 or 5 years of benefit commencement, equal payments to a designated beneficiary for the remainder of the 10-year or 5-year certain period, as applicable).

All forms of benefit payment are the actuarially equivalent of the monthly life annuity form.

Preretirement Death Benefits:  A vested participant’s surviving spouse is generally eligible for a preretirement death benefit if the participant dies before benefit commencement. This monthly benefit is equal to an amount based on the joint and 50 percent survivor annuity and will begin on the later of the month following the participant’s death or the date the participant would have been eligible to commence a benefit.

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Postretirement Death Benefits:  A vested participant’s designated beneficiary is generally eligible for a postretirement death benefit if the participant dies after normal retirement, early retirement or disability retirement benefit. This lump sum benefit is equal to three times the participant’s average monthly compensation, with a minimum benefit of $2,500 and a maximum benefit of $10,000.

SERP

The E. W. Scripps Supplemental Executive Retirement Plan (“SERP”) is intended to attract and retain executive talent by supplementing benefits payable under the Pension Plan. The material terms and conditions of the SERP as they pertain to the NEOs include the following:

Eligibility:  An executive generally is eligible to participate in the SERP if he or she qualifies for a Pension Plan benefit that was limited by application of the Internal Revenue Code limits on compensation and benefits.

Benefit Formula:  The SERP benefit is equal to the difference between the Pension Plan benefit calculated using the SERP definition of compensation and the actual Pension Plan benefit, plus a 2.9 percent gross-up for the combined employer/employee Medicare tax. Compensation includes all compensation included under the Pension Plan (without application of the IRS limit described under the Pension Plan), plus bonuses paid if earned more than one year prior to the payment date and certain deferred compensation and executive compensation payments designated by the Pension Board.

Benefit Entitlement:  A participant becomes entitled to a SERP benefit when he or she becomes entitled to a Pension Plan benefit. Benefits are paid from the SERP at the same time and in the same form of payment as elected under the Pension Plan.

Nonqualified Deferred Compensation

The following table sets forth information regarding the nonqualified deferred compensation for each NEO as of December 31, 2007:

	Executive		Registrant		Aggregate			Aggregate		Aggregate
	Contributions in		Contributions		Earnings in			Withdrawals/		Balance at
	Last FY		in Last FY		Last FY			Distributions		Last FYE
Name	($)(1)		($)(2)		($)			($)		($)(3)
Mr. Lowe		52,500		2,036,650		(177,963	)		0		2,558,234
Mr. NeCastro		88,500		11,250		35,575			0		467,162
Mr. Lansing		181,500		12,750		30,330			0		745,779
Mr. Cruz		56,137		8,063		4,387			0		91,160
Mr. Hale		36,400		5,700		37,440			0		587,835

(1)	Represents the base salary and annual incentive deferred by each NEO during 2007. The deferrals of base salary are included in the Salary column of the Summary Compensation Table.
(2)	Represents the matching contribution credited to each NEO during 2007. These matching contributions are included in the All Other Compensation column of the Summary Compensation Table. For Mr. Lowe, represents an additional amount attributable to the vesting of 40,000 restricted share units.
(3)	The aggregate balance as of December 31, 2007, for each NEO includes the following amounts that were previously earned and reported as compensation in the 2006 Summary Compensation Table:

	2006 Salary		2006 Bonus		2006 Matching
Name	Deferred		Deferred		Contributions
Mr. Lowe		49,800				24,900
Mr. NeCastro		19,800				9,900
Mr. Lansing		130,550				10,650
Mr. Cruz		9,900		40,012		4,950
Mr. Hale		10,350		25,000		5,175

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Description of Executive Deferred Compensation Plan

Each NEO is eligible to defer up to 50 percent of his pre-tax base salary and up to 100 percent of his pre-tax annual incentive compensation under the terms of the Executive Deferred Compensation Plan. The plan is available to a select group of highly compensated employees and is unfunded and unsecured. After a participant completes one year of service with E. W. Scripps, he or she is also entitled to a 50 percent matching credit on base salary deferrals, up to 6 percent of base salary over the applicable Internal Revenue Code limit ($225,000 for 2007). Payments are made in cash at certain future dates specified by participants or upon earlier termination of employment or death. Payments are made in the form of a lump sum or in monthly installments of 5, 10 or 15 years, as elected by the participants. E. W. Scripps may accelerate payments in the event of a participant’s disability, death or severe hardship. Payments are automatically accelerated and paid in a lump sum in the event of a change in control of E. W. Scripps. The deferred compensation is credited with earnings, gains and losses in accordance with deemed investment elections made by participants from among various crediting options established by E. W. Scripps from time to time. Participants are permitted to change their deemed investment elections daily. For 2007, the investment options tracked returns under publicly available and externally managed investment funds such as mutual funds.

Potential Payments Upon Termination or Change in Control

E. W. Scripps has entered into certain agreements and maintains certain plans and arrangements that require it to pay or provide compensation and benefits to its NEOs in the event of certain terminations of employment or a change in control. The estimated amount payable or provided to each NEO in each situation is summarized below. These estimates are based on the assumption that the various triggering events occurred on the last day of 2007, along with other material assumptions noted below. The actual amounts that would be paid to a NEO upon termination or a change in control can only be determined at the time the actual triggering event occurs.

The estimated amount of compensation and benefits described below does not take into account compensation and benefits that a NEO has earned prior to the applicable triggering event, such as earned but unpaid salary or accrued vacation pay or annual incentives that vested on or prior to the triggering event in accordance with their terms. The estimates also do not take into account benefits to which each NEO would be entitled to receive upon termination of employment under the retirement plans and programs described in the Pension Benefits table and the Nonqualified Deferred Compensation table (unless those benefits are enhanced or accelerated).

Voluntary Termination for “Good Reason” or Involuntary Termination without “Cause”

Employment Agreement for Mr. Lowe

Under Mr. Lowe’s employment agreement, if E. W. Scripps terminates the agreement without “cause” or the executive terminates it for “good reason” (other than within two years following a change in control), E. W. Scripps must make the following payments to or on behalf of the executive:

•  Continued salary payments for the greater of three years or the balance of the term.

•  A lump sum payment equal to the target annual incentive for the greater of two years or the balance of the term (prorated for partial years).

•  A lump sum payment equal to his pro-rated target annual incentive opportunity for the year.

•  Continued participation in all employee benefit plans for the greater of two years or the balance of the term of the agreement (reduced by any substantially equivalent benefits provided to him by another employer).

•  Full vesting of all equity awards, with the options remaining exercisable for the remainder of the original term.

For purposes of Mr. Lowe’s employment agreement, the term “cause” generally means: (i) gross misconduct or gross neglect of duties; (ii) a material breach of the employment agreement or applicable policy; or (iii) the commission of a felony involving embezzlement or theft or any other crime involving moral turpitude. The term “good reason” generally means: (i) a reduction in base salary, target annual incentive or long-term incentive

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opportunities; (ii) a material reduction in duties, removal from the board of directors, or an adverse change in reporting structure; (iii) relocation of more than 25 miles outside of Cincinnati, Ohio; or (iv) a material breach of the employment agreement by E. W. Scripps.

Employment Agreement for Mr. Lansing

Under Mr. Lansing’s employment agreement, if E. W. Scripps terminates the agreement without “cause” or the executive terminates it for “good reason” (other than within one year following a change in control), E. W. Scripps must pay him a lump sum amount equal to three times his annual base salary. If the executive voluntarily terminates employment, E. W. Scripps may make monthly continued salary payments to the executive for up to 12 months. In return, the executive may not engage in conflicting business activities, work for a competitor or solicit E. W. Scripps’ employees while receiving monthly payments. The term “cause” generally means (i) a commission of a felony or an act that impairs E. W. Scripps’ reputation, or the willful failure to perform his duties; or (ii) a material breach of the employment agreement. The term “good reason” generally means (i) a reduction in base salary or annual incentive; (ii) reduction in duties or offices; or (iii) the material breach of the employment agreement by E. W. Scripps.

Other Employment Agreements

Under the employment agreements for each of Messrs. NeCastro and Cruz, if E. W. Scripps terminates the executive’s agreement without “cause” or the executive terminates it for “good reason” (other than within two years following a change in control), E. W. Scripps must make the following payments to or on behalf of the executive for the greater of 18 months or the balance of the term (or for 12 months if E. W. Scripps gives proper notice that it does not intend to employ the executive beyond the end of the term):

•  Continued salary payments in accordance with E. W. Scripps payroll practices (payable in a lump sum for Mr. Cruz).

•  Payments equal to the target annual incentive then in effect, payable pursuant to the terms of the annual incentive plan.

•  Premiums for continued medical and dental coverage for the remainder of the term.

•  Continued life insurance coverage.

In general, Messrs. NeCastro and Cruz may not engage in conflicting business activities or work for a competitor throughout the term of the agreement, or, if earlier, until the end of the sixth month following a qualifying termination of employment described above. In addition, they may not solicit E. W. Scripps’ employees or make disparaging or derogatory comments about E. W. Scripps during the term of the agreement and for twelve months thereafter, they must also protect E. W. Scripps’ confidential information during the term of the agreement and thereafter.

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For purposes of these employment agreements, the term “cause” generally means: (i) embezzlement, fraud or a felony; (ii) willful unauthorized disclosure of confidential information; (iii) a material breach of the agreement; (iv) gross misconduct or gross neglect of duties; (v) willful failure to cooperate with an internal or regulatory investigation; or (vi) willful and material violation of E. W. Scripps’ written conduct policies or ethics code. The term “good reason” generally means: (i) a material reduction in duties or reporting structure; (ii) relocation outside of Cincinnati; or (iii) a material breach of the employment agreement by E. W. Scripps.

Termination without Cause
or for Good Reason	Mr. Lowe		Mr. NeCastro		Mr. Lansing		Mr. Cruz		Mr. Hale
Cash Severance	$	7,260,000	$	1,440,000	$	1,950,000	$	1,220,625	$	0
Equity
Restricted Stock(1)		4,082,722		N/A		N/A		N/A		N/A
Unexercisable Options(2)		0		N/A		N/A		N/A		N/A
Sub-Total		4,082,722		0		0		0		0
Other Benefits
Health & Welfare(3)		180,980		26,063		0		22,688		0
Retirement(4)		1,601,978		0		0		0		0
Sub-Total		1,782,958		26,063		0		22,688		0
Total	$	13,125,680	$	1,466,063	$	1,950,000	$	1,243,313	$	0

(1)	Represents the product of (i) the number of restricted stock awards outstanding as of December 31, 2007, multiplied by (ii) $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007). The number of restricted stock awards outstanding on December 31, 2007, includes the restricted shares earned pursuant to the performance-based restricted stock awards granted in 2007.
(2)	All of Mr. Lowe’s unvested stock options had an exercise price in excess of the fair market value of the underlying shares on December 31, 2007, and are therefore not included in these calculations.
(3)	For Mr. Lowe, this amount represents the premiums for continued medical, dental, disability, life and accidental death insurance, along with continued perquisites and other benefits included in the All Other Compensation column of the Summary Compensation Table. For Messrs. NeCastro and Cruz, the amounts represent premiums for continued medical, dental and life insurance coverage.
(4)	For Mr. Lowe, this amount represents the actuarial present value of continued pension benefits, calculated using the pension plan’s provisions for a lump sum payment on January 1, 2008, including a 6.25 percent interest rate and the RP2000 mortality table.

Death or Disability

Employment Agreement for Mr. Lowe

Under Mr. Lowe’s employment agreement, if he dies or suffers a “permanent disability,” the executive, his estate and/or his family become entitled to the following benefits:

•  Continued salary payments for two years (subject to reduction for any proceeds received under any life insurance policy or E. W. Scripps’ disability plans).

•  In the event of permanent disability, annual payments equal to 60 percent of his base salary, commencing on the second anniversary of his disability and ending at age 65.

•  Continued medical and dental benefits for two years.

•  A lump sum payment equal to a pro-rated target annual incentive.

•  Immediate vesting of all outstanding equity awards, with the options remaining exercisable for the remainder of the original terms.

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The term “permanent disability” means the executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under his employment agreement for a period of 150 consecutive days as determined by a medical doctor selected by the executive and E. W. Scripps.

Employment Agreement for Mr. Lansing

Under Mr. Lansing’s employment agreement, if he dies or becomes permanently disabled (as defined under and covered by the E. W. Scripps disability plan), E. W. Scripps must pay his annual incentive that he otherwise would have earned for the year of his death or disability, pro-rated for the portion of the year through his death or disability.

Other Employment Agreements

Under the employment agreements for each of Messrs. NeCastro and Cruz, if the executive dies or becomes disabled (as defined under and covered by the E. W. Scripps disability plan), E. W. Scripps must provide him, his beneficiary and/or his family the following benefits:

•  Continued salary payments for one year following death or disability.

•  A lump sum amount equal to his pro-rated target annual incentive for the period commencing January 1 and ending one year after death or disability.

•  Continued medical and dental benefits for covered family members for one year following the death or disability.

Long-Term Incentive Plan

If a NEO dies or becomes disabled (as defined under and covered by the E. W. Scripps disability plan), then any equity awards issued under the E. W. Scripps Long-Term Incentive plan will become fully vested, and in the case of stock options, be exercisable until their expiration date. With respect to performance-based restricted stock awards, those shares will vest based on the extent to which the applicable performance goals have been achieved for the entire performance period.

Termination Due to Death	Mr. Lowe				Mr. NeCastro		Mr. Lansing		Mr. Cruz		Mr. Hale
or Disability	Death		Disability		Either		Either		Either		Either
Cash Severance	$	3,520,000	$	7,004,800	$	1,320,000	$	390,000	$	1,102,500	$	0
Equity
Restricted Stock(1)		4,082,722		4,082,722		1,324,779		1,429,518		879,900		351,258
Unexercisable Options(2)		0		0		8,667		0		86,200		17,132
Sub-Total		4,082,722		4,082,722		1,333,446		1,429,518		966,100		368,390
Other Benefits
Health & Welfare(3)(4)		19,424		19,424		13,235		0		13,235		0
Sub-Total		19,424		19,424		13,235		0		13,235		0
Total	$	7,622,146	$	11,106,946	$	2,666,681	$	1,819,518	$	2,081,835	$	368,390

(1)

Represents the product of (i) the number of restricted stock awards outstanding as of December 31, 2007, multiplied by (ii) $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007). For each NEO, the number of restricted stock awards outstanding on December 31, 2007, includes the restricted shares earned pursuant to the performance-based restricted stock awards granted in 2007.

(2)

Represents the product of (i) the number of shares underlying the unvested stock options as of December 31, 2007, multiplied by (ii) the excess of $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007), over the per share exercise price of the stock option. The unvested stock options held by Messrs. Lowe and Lansing had an exercise price in excess of the fair market value of the underlying shares on December 31, 2007, and are therefore not included in these calculations.

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(3)	For Mr. Lowe, this amount represents premiums for continued medical benefits along with an annual supplemental disability benefit equal to 60 percent of his base salary, payable during the period from January 1, 2010 through April 7, 2015 (age 65).
(4)	For Messrs. NeCastro and Cruz, this amount represents the premiums for continued medical and dental insurance coverage.

Change in Control

Employment Agreement for Mr. Lowe

Under Mr. Lowe’s employment agreement, all outstanding equity awards held by him will vest upon a change in control with the options remaining exercisable for the remainder of the original terms.

Senior Executive Change in Control Plan

Under the terms of the Senior Executive Change in Control Plan, all outstanding equity awards held by all NEOs except Mr. Lowe will vest upon a change in control with the options remaining exercisable for the remainder of the original terms. Under the terms of the Executive Deferred Compensation Plan, the vested account balance of each NEO will be valued and payable in a lump sum upon a change in control.

For purposes of these plans and agreements, a change in control generally means (i) the acquisition of a majority of the E. W. Scripps’ voting common shares by someone other than The Edward W. Scripps Trust or a party to the Scripps Family Agreement; (ii) the disposition assets accounting for 90 percent or more of E. W. Scripps’ revenues, unless the Trust or the parties to the Scripps Family Agreement have a direct or indirect controlling interest in the acquiring entity, or (iii) for Mr. Lowe’s agreement only, a change in the membership of the E. W. Scripps Board of Directors, such that the current incumbents and their approved successors no longer constitute a majority.

Change in Control (Single Trigger)	Mr. Lowe		Mr. NeCastro		Mr. Lansing		Mr. Cruz		Mr. Hale
Equity
Restricted Stock(1)	$	4,082,722	$	1,324,779	$	1,429,518	$	879,900	$	351,258
Unexercisable Options(2)		0		8,667		0		86,200		17,132
Total	$	4,082,722	$	1,333,446	$	1,429,518	$	966,100	$	368,390

(1)

Represents the product of (i) the number of restricted stock awards outstanding as of December 31, 2007, multiplied by (ii) $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007). For each NEO, the number of restricted stock awards outstanding on December 31, 2007 includes the restricted shares earned pursuant to the performance-based restricted stock awards granted in 2007.

(2)

Represents the product of (i) the number of shares underlying the unvested stock options as of December 31, 2007, multiplied by (ii) the excess of $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007), over the per share exercise price of the stock option. The unvested stock options held by Messrs. Lowe and Lansing had an exercise price in excess of the fair market value of the underlying shares on December 31, 2007, and are therefore not included in these calculations.

Qualifying Termination Following a Change in Control

Employment Agreement for Mr. Lowe

Under Mr. Lowe’s employment agreement, if E. W. Scripps terminates the employment agreement without “cause” within two years after a “change in control” or the executive terminates it for “good reason” within such two-year period, E. W. Scripps or its successor must provide him with the following benefits:

•  A lump sum amount equal to three times his base salary and annual incentive. For this purpose, annual incentive generally means the greater of: (i) target in the year of termination or (ii) the highest annual incentive earned in the prior three years.

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•  Benefits substantially equivalent to those received immediately prior to the date of termination or change in control for a period of three years (or until death or obtaining substantially equivalent benefits).

•  Reasonable outplacement services for a period of eighteen months and reimbursement for reasonable legal expenses (up to $75,000) if he is required to enforce the agreement.

The terms “cause” and “good reason” under the executive’s employment agreement are described above under the heading Voluntary Termination for “good reason” or Involuntary Termination without “cause.” The term “change in control” is defined above under the heading Change in Control.

Senior Executive Change in Control Plan

Each NEO, except Mr. Lowe, participates in the Senior Executive Change in Control Plan. Under this plan, if the executive’s employment is terminated by us other than for “cause,” death or disability or if the executive resigns for “good reason,” within two years after a “change in control,” then E. W. Scripps or its successor will be obligated to pay or provide the following benefits:

•  A lump sum payment equal to 2.5 times for Messrs. NeCastro and Cruz, 2.0 times for Messrs. Lansing and Hale of the executive’s annual base salary and annual incentive. For this purpose, annual incentive generally means the greater of (i) target in the year of termination or (ii) the highest annual incentive earned in the prior three years.

•  Continued medical, dental, disability, life and accidental death insurance coverage for 30 months for Messrs. NeCastro and Cruz, 24 months for Messrs. Lansing and Hale.

•  A lump sum payment equal to the actuarial value of the additional benefits under E. W. Scripps’ qualified and supplemental defined benefit plans the executive would have received if his age and years of service at the time of termination were increased by 2.5 years for Messrs. NeCastro and Cruz, 2.0 years for Messrs. Lansing and Hale.

Under the change in control plan, the terms “cause” generally means: (i) a commission of a felony or an act that impairs E. W. Scripps’ reputation; (ii) willful failure to perform duties; or (iii) breach of any material term, provision or condition of employment. The term “good reason” means (i) a material reduction in base salary or annual incentive opportunity; (ii) a material reduction in duties or offices; (iii) a relocation of more than 50 miles; (iv) the failure by any successor to assume the employment agreement; or (v) a material breach of the employment terms by E. W. Scripps.

Executive Bonus Plan

Under the Executive Bonus Plan, in the event that a participant’s employment terminates within one year of a “change in control,” E. W. Scripps or its successor would be required to pay a lump sum amount to the participant equal to the target annual incentive opportunity for the performance period in which the termination occurs.

Change in Control (Double Trigger)	Mr. Lowe		Mr. NeCastro		Mr. Lansing		Mr. Cruz		Mr. Hale
Cash Severance	$	7,260,000	$	2,400,000	$	2,080,000	$	1,967,970	$	1,245,000
Interrupted Bonus		1,320,000		360,000		390,000		262,188		207,500
Other Benefits
Health & Welfare(1)		44,854		32,942		26,850		31,296		21,067
Life Insurance		0		0		0		0		0
Outplacement		50,000		0		0		0		0
Tax Gross-Ups(2)		0		1,264,829		914,940		1,210,556		0
Retirement(3)		2,455,795		136,062		112,730		220,455		73,796
Sub-Total		2,550,649		1,433,833		1,054,520		1,462,307		94,863
Total(4)	$	11,130,649	$	4,193,833	$	3,524,520	$	3,692,465	$	1,547,363

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(1)	For Mr. Lowe, this amount represents premiums for continued medical, dental, disability, life and accidental death insurance along with continued perquisites and other benefits included in the “All Other Compensation” column of the Summary Compensation Table. For the other NEOs, the amounts represent premiums for continued medical, dental, disability, life and accidental death insurance.
(2)	Section 280G of the Internal Revenue Code applies if there is a change in control of E. W. Scripps, compensation is paid to an NEO as a result of the change in control (“parachute payments”), and the present value of the parachute payments is 300 percent or more of the executive’s “base amount,” which equals his average W-2 income for the five-calendar-year period immediately preceding the change in control (e.g., 2002-2006 if the change in control occurs in 2007). If Section 280G applies, then the NEO is subject to an excise tax equal to 20 percent of the amount of the parachute payments in excess of his base amount (the “excess parachute payments”), in addition to income and employment taxes. Moreover, E. W. Scripps is denied a federal income tax deduction for the excess parachute payments. The amounts in the tax gross-ups row reflect a tax gross-up for the excise and related taxes, as required under the terms of the arrangements described above. The amounts are merely estimates based on the following assumptions: (i) an excise tax rate of 20 percent and a combined federal, state and local income and employment tax rate of 43.01 percent for Messrs. NeCastro and Cruz and 36.45 percent for Mr. Lansing, and (ii) no amounts were allocated to the non-solicitation or non competition covenants contained in the employment agreements.
(3)	Represents the actuarial present value of continued pension benefits, calculated using the pension plan’s provisions for a lump sum payment on January 1, 2008, including a 6.25 percent interest rate and the RP2000 mortality table.
(4)	These amounts are in addition to the payments and benefits described under the “Change in Control” caption, above.

Retirement

Only Mr. Lowe is eligible for retirement as of December 31, 2007. Under Mr. Lowe’s employment agreement, if he voluntarily terminates employment with E. W. Scripps on or after January 1, 2007, all outstanding equity awards granted pursuant to his employment agreement will vest with the options remaining exercisable for the remainder of the original terms.

Termination Due to Retirement Mr. Lowe

Equity
Restricted Stock(1)	$	4,082,722
Unexercisable Options(2)		0
Sub-Total		4,082,722
Total	$	4,082,722

(1)	Represents the product of (i) the number of restricted stock awards outstanding as of December 31, 2007, multiplied by (ii) $45.01 per share (the closing market price of E. W. Scripps’ stock on December 31, 2007). The number of restricted stock awards outstanding on December 31, 2007, includes the restricted shares earned pursuant to the performance-based restricted stock awards granted in 2007.
(2)	All of Mr. Lowe’s unvested stock options had an exercise price in excess of the fair market value of the underlying shares on December 31, 2007, and are therefore not included in these calculations.

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Director Compensation

The following table sets forth information regarding the compensation earned in 2007 by non-employee directors of E. W. Scripps who will serve as non-employee directors of Scripps Networks Interactive after the separation:

Director Compensation — 2007

	Fees Earned
	or Paid in		Option		All Other
	Cash		Awards		Compensation	Total
Name	($)		($)(1)		($)	($)
John H. Burlingame		78,000		166,663			244,663
David A. Galloway		76,000		166,663			242,663
Jarl Mohn		68,000		166,663			234,663
Nicholas B. Paumgarten		68,000		166,663			234,663
Jeffrey Sagansky		75,000		166,663			241,663
Nackey E. Scagliotti		71,000		166,663			237,663
Ronald W. Tysoe		94,000		166,663			260,663

(1) Represents the expense recognized in E. W. Scripps’ financial statements related to stock option awards granted in 2007 and in prior years. The expense was determined in accordance with FAS 123(R). See footnote 19 of the 2007 Annual Report for the assumptions used in the valuation of these awards. The grant date fair value of each stock option granted to the directors in 2007 was $43.28.

Description of Director Compensation Program

E. W. Scripps’ director compensation program is designed to enhance its ability to attract and retain highly qualified directors and to align their interests with the long-term interests of its shareholders. The program includes a cash component, which is designed to compensate non-employee directors for their service on the board and an equity component, which is designed to align the interests of non-employee directors and shareholders. E. W. Scripps also provides certain other benefits to non-employee directors, which are described below. Directors who are employees of the company receive no additional compensation for their service on the board.

Initially our director compensation program will be similar to the one applicable to directors of E. W. Scripps. However, we may modify the program after the separation.

Cash Compensation

Historically

Each non-employee director is entitled to receive an annual cash retainer of $40,000. The chairman is entitled to receive an additional annual cash retainer of $100,000. Committee chairs also receive an annual retainer as described in the table below. The retainers are paid in equal quarterly installments. Each non-employee director is also entitled to receive a fee for each board meeting and committee meeting attended, as follows:

Meeting Fees
Board	$	2,500
Executive, Compensation and Nominating & Governance Committees	$	2,000
Audit Committee	$	2,500
Annual Chair Fees
Executive Committee	$	3,000
Audit Committee	$	9,000
Compensation Committee	$	6,000
Nominating & Governance Committee	$	3,000

Going Forward.  Scripps Networks Interactive’s cash compensation program for directors will be similar to that of the E. W. Scripps Board of Directors.

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Equity Compensation

Historically.  Consistent with past practice, in May 2007 non-employee directors who were elected at the 2007 annual shareholder meeting received a nonqualified stock option award to purchase 10,000 shares at a price equal to the fair market value of the shares on the date of grant. The stock options have a term of ten years and are exercisable on the anniversary of the date of grant. They may be forfeited only upon removal from the board for cause. The awards were first approved at the February 2007 meeting of the board of directors.

Going Forward.  Except for E. W. Scripps directors who join Scripps Networks Interactive’s Board of Directors in connection with the spin-off, we will provide our non-employee directors with equity grants that are substantially similar to those provided by E. W. Scripps.

Other Benefits

Historically.  In addition to the above compensation, the Scripps Howard Foundation, an affiliate of E. W. Scripps, matches, on a dollar-for-dollar basis up to $3,000 annually, charitable contributions made by non-employee directors to qualifying organizations. This program is also available to all E. W. Scripps’ employees.

Going Forward.  Scripps Networks Interactive will continue this matching program.

1997 Deferred Compensation and Stock Plan for Directors

Historically.  A non-employee director may elect to defer payment of at least 50 percent of the cash compensation received as a director under E. W. Scripps’ 1997 Deferred Compensation and Stock Plan for Directors. The director may allocate the deferrals between a phantom stock account that credits earnings including dividends, based on E. W. Scripps’ Class A Common shares, or to a fixed income account that credits interest based on the twelve month average of the 10-year treasury rate (as of November of each year), plus 1 percent. The deferred amounts (as adjusted for earnings, interest and losses) are paid to the director at the time he or she ceases to serve as a director or upon a date predetermined by the director, either in a lump sum or annual installments over a specified number of years (not to exceed 15) as elected by the director. Payments generally are made in the form of cash, except that the director may elect to receive all or a portion of the amounts credited to his or her phantom stock account in the form of E. W. Scripps Class A Common shares.

Going Forward.  Initially, Scripps Networks Interactive will continue to provide the same Deferred Compensation Plan for our directors. However, we may modify the plan after the separation.

The following table provides the number of stock options that had not been exercised and remained outstanding as of December 31, 2007. The stock options are exercisable one year from the date of grant, but may be forfeited upon removal from the board for cause.

	Aggregate Number of
	Shares Underlying
	Stock Options Awards
Name	(#)(1)
Mr. Burlingame		70,000
Mr. Galloway		55,000
Mr. Mohn		60,000
Mr. Paumgarten		84,000
Mr. Sagansky		45,000
Ms. Scagliotti		84,000
Mr. Tysoe		90,000

(1) Mr. Burlingame, Mr. Galloway, Mr. Paumgarten and Mr. Tysoe hold Directors’ phantom share accounts that are the result of an election to defer compensation under the 1997 Deferred Compensation and Stock Plan for Directors. Mr. Burlingame holds 882 phantom shares; Mr. Galloway holds 7,297 phantom shares; Mr. Paumgarten holds 9,408 phantom shares; and Mr. Tysoe holds 23,861 phantom shares.

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Employee Benefit Plans

Executive Annual Incentive Plan

We have adopted, contingent upon the consummation of the separation, the Scripps Networks Interactive, Inc. Executive Annual Incentive Plan (“AIP”). The AIP is designed to provide annual cash incentives to our senior executives that are deductible to the maximum extent possible as “performance-based compensation” under Section 162(m) of the Code. We also expect that, from time-to-time, we will adopt additional short-term incentive programs for employees other than our senior executives. The terms of those plans may differ from the AIP.

The principal features of the AIP are summarized below. The summary is qualified in its entirety by the terms of the AIP, a form of which is filed as an exhibit to our registration statement on Form 10, of which a form of this Information Statement is a part.

Administration.  The AIP will be administered by our compensation committee, or a sub-committee thereof. The committee is authorized to interpret the AIP and to make any other determinations that it deems necessary or desirable for the administration of the plan. Any decision of the committee shall be final, conclusive and binding.

Eligibility and Participation.  The committee, in its sole discretion, will designate the executives who are eligible to participate in the AIP. The executives will be selected from among our employees who are in a position to have a material impact on our results of operations. At this time, we anticipate that only        individuals will participate in the AIP.

Determination of Awards.  The committee will designate one or more performance periods, which may be based on a calendar year or any other period designated by the committee. Within the first quarter of the performance period, the committee will establish written performance goals and payout formulas for each participant. The performance goals and payout formulas need not be the same for each participant. The maximum amount payable to any participant for any calendar year under the AIP shall be $4,000,000. Participants must achieve the performance goals established by the committee in order to receive an award under the AIP.

Performance Goals.  The performance goals, which must be objective, are based solely on one or more of the following criteria: earnings per share; segment profit; gross margin; operating or other expenses; earnings before interest and taxes (“EBIT”); earnings before interest, taxes, depreciation and amortization; free cash flow; net income; return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity); stock price appreciation; and network-related viewer ratings or impressions. The foregoing criteria may relate to the company, one or more of its subsidiaries, or one or more of its divisions, units, partnerships, joint ventures or minority investments, product lines or products or any combination thereof, and may be applied on an absolute basis or be relative to our annual budget, one or more peer group companies or indices, or any combination, all as the committee shall determine. The committee may adjust performance goals for unusual or unplanned items, whether favorable or unfavorable. In addition, to the extent consistent with Section 162(m) of the Code, the performance goals may be calculated without regard to extraordinary items.

Certification.  No awards will be paid for a performance period until the committee has certified in writing whether the applicable performance goals have been met. The committee retains the discretion to reduce or eliminate (but not to increase) any award payable to a participant.

Payment.  The award determined by the committee must be paid after the end of the performance period, but in no event later than March 15 of the calendar year immediately following the end of the performance period. If, however, a participant dies, retires, is assigned to a different position, is granted a leave of absence, or if the participant’s employment is otherwise terminated (except for “cause”, as determined by the committee in its sole discretion) during a performance period, then the participant’s award shall be pro-rated and paid at the same time as other awards under the plan. If a participant terminates employment within one year after a “change in control”, then he or she shall receive an award based on achievement of the performance goals at the 100% level. The award is generally payable within 30 days following termination, but payment will be delayed for 6 months if required to comply with Section 409A of the Code.

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Amendments or Termination.  The Board or the committee may amend, alter or discontinue the AIP at any time, provided that the action does not impair any of the rights or obligations under any award previously granted to a participant without that participant’s consent. No consent is required, however, if the Board or the committee, as the case may be, determines in good faith that the action is necessary to comply with Section 409A of the Code, Section 162(m) of the Code or applicable laws. The Board may not amend, alter or discontinue the provisions relating to payments in connection with a “change in control” after the occurrence of a change in control.

Plan Benefits.  Future benefits to be received by a person or group under the AIP are not determinable at this time and will depend on individual and corporate performance.

2008 Long-Term Incentive Plan

We have adopted, and The E. W. Scripps Company as our sole shareholder has approved, contingent on the consummation of the separation, the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan (“LTIP”). The purpose of the LTIP is to promote our long-term growth and profitability by (i) providing our directors, officers and key employees with incentives to improve shareholder value and contribute to our success, and (ii) enabling us to attract, retain and reward the best available persons for positions of substantial responsibility.

The principal features of the LTIP are summarized below. The summary is qualified in its entirety by the terms of the LTIP, a form of which is filed as an exhibit to our registration statement on Form 10, of which a form of this Information Statement is a part.

Types of Awards.  The LTIP permits grants of incentive or nonqualified stock options, stock appreciation rights in tandem with or independent of options (“SARs”), restricted or nonrestricted share awards, and performance units. In addition, the LTIP permits the grant of awards in substitution of awards issued under The E. W. Scripps Company 1997 Long-Term Incentive Plan, as amended, in accordance with the terms of the Employee Benefits Agreement.

Plan Limits.  The maximum number of shares of our Class A common stock that may be subject to awards under the LTIP cannot exceed [          ] shares, which may include unissued shares or treasury shares. If any grant under the LTIP expires or terminates unvested or unexercised, becomes unexercisable or is forfeited as to any shares, such unpurchased or forfeited shares shall thereafter be available for issuance under the plan unless, in the case of options, tandem SARs are exercised. In addition to the aggregate limit on awards described above, the LTIP imposes various sub-limits on the number of shares that may be issued or transferred under the plan. In order to comply with the rules applicable to incentive stock options, the LTIP provides that the aggregate number of shares actually issued or transferred upon the exercise of incentive stock options may not exceed 5,000,000 shares. In order to comply with the exemption from Section 162(m) of the Code relating to performance-based compensation, the LTIP provides that no participant may be granted incentive or nonqualified options, SARs, restricted or nonrestricted stock or performance units, or any combination, in the aggregate, for more than 1,000,000 shares in any one calendar year. The maximum number of shares that may be awarded under the LTIP, the various sub-limits described above, and the number of shares and price per share applicable to any outstanding award, are subject to adjustment in the event of stock dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations.

Administration.  The LTIP is administered by the compensation committee, or a sub-committee thereof. The committee is authorized to determine the terms of grants made under the LTIP and interpret the plan. Decisions of the committee on all matters relating to the LTIP are conclusive and binding on all parties.

Eligibility.  Participation in the LTIP is limited to our directors, officer and key employees, all as selected by the committee. Accordingly, approximately           directors,           officers, and           key employees may be eligible for awards under the LTIP.

Incentive and Nonqualified Option Grants.  The committee may grant from time to time to eligible participants incentive stock options, nonqualified stock options, or any combination thereof. Options provide the right to purchase shares at a price not less than their fair market value on the date of grant. The fair market value of our Class A shares as reported on the New York Stock Exchange on          , 2008 was $      per share. Payment of the exercise price shall be made in cash or, in the discretion of the committee, in shares previously

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acquired by the participant. Options may also be exercised through a cashless exercise program. The committee shall establish the term during which each option may be exercised, but in no event shall a nonqualified stock option be exercisable more than ten years and one day from the date it is granted and in no event may an incentive stock option be exercisable more than ten years from the date of grant. The committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. Unless otherwise provided by the committee, a grantee who is an employee may exercise an option only if he or she is, and has continuously been since the date the option was granted, an employee. Except in the case of participants subject to the pre-clearance section of our insider trading policy, the committee will automatically order the cashless exercise of in-the-money nonqualified stock options that have vested but have not been exercised on the expiration date of the grant.

Stock Appreciation Rights.  SARs represent the right to receive the difference between the fair market value per share on the date of grant and the market value of the common stock on the date the SARs are exercised. SARs can be tandem (granted with option rights to provide an alternative to exercise of the option rights) or free-standing. Tandem SARs may only be exercised at a time when the related option right is exercisable and the spread is positive, and requires that the related option right be surrendered for cancellation. Tandem SARs will be exercised automatically on the last day prior to the expiration date of the related option. Free-standing SARs must have a base price per appreciation right (not less than the fair market value of a share on the date of grant). Any grant of SARs may specify that the amount payable on exercise of the appreciation right may be paid in cash, in shares of common stock or in any combination thereof.

Performance Units.  Performance units may be granted on a contingent basis to participants at any time as determined by the committee. Each performance unit shall have a dollar value determined by the committee at the time of grant. The value of each unit may be fixed or may fluctuate based on the achievement of performance goals established by the committee. Earned performance units may be paid in restricted or nonrestricted shares, cash or a combination thereof, as the committee shall determine at the time of grant or payment. A participant must be an employee at the end of the performance cycle to be entitled to payment of a performance unit granted in respect of that cycle. However, except as otherwise provided by the committee, if a particular participant ceases to be an employee due to death, retirement or disability prior to the end of the performance cycle, the participant will earn a proportionate number of performance units based upon the elapsed portion of the performance cycle and the company’s performance over that portion of the performance cycle in accordance with the terms and conditions established by the committee on the date of grant.

Restricted and Nonrestricted Share Grants; Performance-Based Grants; Restricted Share Unit Grants.  The committee may grant restricted shares, restricted stock units or unrestricted shares under the LTIP. Restricted shares constitute an immediate transfer of ownership of a specified number of shares to the recipient in consideration of the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in shares. Restricted shares must be subject to a “substantial risk of forfeiture”, within the meaning of Section 83 of the Code, for a period to be determined by the committee on the date of the grant, and may provide for the earlier termination of the forfeiture provisions in the event of a death, retirement or disability or other similar transaction or event approved by the committee. In order to enforce these forfeiture provisions, the transferability of restricted shares will be prohibited or restricted in the manner prescribed by the committee on the date of grant for the period during which such forfeiture provisions are to continue. The committee may grant restricted shares that are convertible into restricted share units at the election of the participant, upon the terms established by the committee. Restricted stock units constitute an agreement to deliver shares to the recipient in the future in consideration of the performance of services over a specified period, but subject to the fulfillment of such conditions as the committee may specify. During the restriction period the participant has no right to transfer any rights under his or her award and no right to vote or receive dividends on the shares covered by the restricted stock units, but the committee may authorize the payment of dividend equivalents with respect to the restricted stock units. The committee must fix a restriction period at the time of grant, and may provide for the earlier termination of the restriction period in the event of a retirement, death or disability, or other similar transaction or event approved by the committee.

Performance Goals.  Any grant of restricted shares or restricted stock units may specify performance goals which, if achieved, will result in the grant or, or the termination or early termination of the restrictions applicable to, the award. The performance goals must be objective and based solely upon one or more of the following criteria:

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earnings per share; segment profit; gross margin; operating or other expenses; earnings before interest and taxes (“EBIT”); earnings before interest, taxes, depreciation and amortization; free cash flow; net income; return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity); stock price appreciation; and network-related viewer ratings or impressions. The foregoing criteria may relate to the company, one or more of its subsidiaries, or one or more of its divisions, units, partnerships, joint ventures or minority interests, product lines or products or any combination of the foregoing, and may be applied on an absolute basis or be relative to the company’s annual budget, one or more peer group companies or indices, or any combination thereof, all as the committee may determine. In addition, to the degree consistent with Section 162(m) of the Code, the performance goals may be calculated without regard to extraordinary items or adjusted for unusual or unplanned items.

Cash Awards.  The committee may authorize cash awards to any participant receiving shares under the LTIP in order to assist such participant in meeting his or her tax obligations with respect to such shares.

Change in Control.  Upon a change in control, all grants made under the LTIP shall become fully vested and, in the case of options, be exercisable until their respective expiration dates.

Transferability.  No option, SAR, or performance unit, or any right thereunder may be transferred by a participant except by will or the laws of descent and distribution, pursuant to a qualified domestic relations order or, during his or her lifetime, to one or more members of his or her family, to one or more trusts for the benefit of one or more members of his or her family, or to a partnership or partnerships of members of his or her family. A transferee shall be subject to all restrictions, terms and conditions applicable to the transferor-participant and shall not be entitled to transfer the particular option, SAR, performance unit or right during his or her life.

Termination of Employment.  If a participant terminates employment due to death, disability or retirement, each of his or her awards will become fully vested and, in the case of an option, be exercisable until its expiration date. However, any restricted share or restricted share unit contingent on the achievement of performance goals will vest proportionately in accordance with the terms and conditions established by the committee upon the date of grant. If a participant’s employment is terminated for “cause”, then all of his or her awards, whether or not vested, will be forfeited, other than restricted and nonrestricted shares that previously vested or other awards that were exercised prior to termination. If a participant terminates employment for any other reason, each of his or her awards that had not vested on or before the date of termination shall be forfeited. The committee at its sole discretion may accelerate the vesting of any grant, so that it will become fully vested as of the date of a participant’s termination of employment, and in the case of an option may extend the exercise period to a date that is no more than ten years from the date of grant. If a participant is a non-employee director, each of his or her awards shall be fully vested and, if applicable, be exercisable until its expiration date, regardless of whether or not the director continues to serve on the board. However, if the director has been removed for cause in accordance with applicable law, he or she will forfeit all outstanding grants, whether vested or not, other than restricted or nonrestricted share grants that vested prior to such removal and options or other grants that were exercised prior to such removal.

Adjustments.  In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares, the committee shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the LTIP, in the number and kind of shares covered by grants made under the plan, and in the exercise price of outstanding options. In the event of any merger, consolidation or other reorganization in which we are not the surviving or continuing corporation, all grants outstanding on the date of such event shall be assumed by the surviving or continuing corporation.

Termination and Modification.  The board, with approval of the shareholders, if required, may modify, terminate or suspend the LTIP at any time, but must obtain participant consent if any action impairs the rights of participants with respect to previous grants. The committee is authorized to make minor or administrative modifications to the LTIP to comply with applicable law. With the consent of the affected grantee, the committee may amend or modify any outstanding awards. The LTIP shall terminate at the close of business on the tenth anniversary of the separation.

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Federal Income Tax Consequences.  The following is a brief summary of certain of the federal income tax consequences of certain transactions under the LTIP. This summary is not intended to be complete and does not describe state, local, foreign or other tax consequences.

Nonqualified Stock Options.  In general, (a) no income will be recognized by an optionee at the time a nonqualified option right is granted; (b) at the time of exercise of the nonqualified option right ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (c) at the time of sale of shares acquired pursuant to the exercise of the nonqualified option right, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options.  No income will be recognized by an optionee upon the grant of an incentive stock option. In general, no income will be recognized upon the exercise of an incentive stock option. However, the difference between the option price paid and the fair market value of the shares at exercise may constitute a preference item for the alternative minimum tax. If shares are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of the grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss. If shares acquired upon the timely exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

SARs.  No income will be recognized by a participant in connection with the grant of a tandem appreciation right or a free-standing appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares received on the exercise.

Performance Units.  No income generally will be recognized upon the grant of performance units. Upon payment in respect of the earn-out of performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares.

Restricted Shares.  The recipient of restricted shares generally will not be subject to tax until the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“restrictions”). At such time the recipient will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the participant for such restricted shares). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the restrictions) over the purchase price, if any, of such restricted shares. Any appreciation (or depreciation) realized upon a later disposition of such shares will be treated as long-term or short-term capital gain depending upon how long the shares have been held. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

Restricted Stock Units.  Generally, no income will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares also will commence on such date.

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Other Share-Based Awards.  The recipient of a share-based award other than an award described above generally will be subject to tax at ordinary income rates on the fair market value of shares on the date of grant of the share-based award, and the capital gains/loss holding period for such shares also will commence on such date.

Tax Consequences to the Company.  To the extent that a participant recognizes ordinary income in the circumstances described above, we will be entitled to a corresponding deduction provided that, among other things, (a) the income meets the test of reasonableness, (b) is an ordinary and necessary business expense, (c) is not an “excess parachute payment” within the meaning of Section 280G of the Code and (d) is not disallowed by the $1 million limitation on certain executive compensation.

Plan Benefits.  Because it is within the discretion of the compensation committee to determine which officers, employees and directors receive awards and the amount and type of awards received, it is not presently possible to determine the number of individuals to whom awards will be made in the future under the LTIP or the amount of the awards.

Employee Stock Purchase Plan

We have adopted, and The E. W. Scripps Company as our sole shareholder has approved, contingent on the consummation of the separation, the Scripps Networks Interactive, Inc. Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to provide our eligible employees and those of our designated subsidiaries an opportunity to purchase our common stock through payroll deductions. It is intended to encourage ownership of our common stock through a plan that qualifies as a an “employee stock purchase plan” under Section 423 of the Code.

The principal features of the ESPP are summarized below. The summary is qualified in its entirety by the terms of the ESPP, a form of which is filed as an exhibit to our registration statement on Form 10, of which a form of this Information Statement is a part.

Administration.  The ESPP will be administered by our Senior Vice President, Human Resources. The administrator is responsible for the administration of all matters under the ESPP and has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to determine eligibility and to adjudicate all disputed claims filed under the ESPP. A third party recordkeeper maintains an investment account for each participant with a record of the shares purchased by such participant.

Shares Available.  The maximum number of shares of our class A common stock available for purchase under the ESPP will be 600,000. The aggregate number and kind of shares will be subject to adjustment in the event of certain changes to our capital structure, such as a share reclassification or a stock dividend. The shares purchased under the ESPP will consist of authorized and unissued shares, treasury shares, or shares purchased on the open market.

Eligibility.  Any person who is employed by us or any subsidiary, who is regularly scheduled to work at least twenty (20) hours per week, and who is customarily employed for at least five months each calendar year is generally eligible to participate in the ESPP. Accordingly, approximately          employees may be eligible to participate in the ESPP.

Special Limitations.  The ESPP imposes certain limitations upon a participant’s rights to acquire shares of our Class A common stock, including the following limitations: (i) purchase rights granted to a participant may not permit such individual to purchase more than $25,000 worth of shares (valued at the time each purchase right is granted) for each calendar year those purchase rights are outstanding; and (ii) purchase rights may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the company or any of its affiliates.

Participation and Payroll Deductions.  Eligible employees may purchase shares of our Class A common stock at below-market prices through payroll deductions during each quarterly offering period, with amounts accumulated during each offering period. The amount of the payroll deduction must be a whole percentage amount of the employee’s compensation (before withholding or other deductions) paid during the offering period by the company or any of its subsidiaries, and may not be less than 1% of the employee’s compensation nor more than 10% of compensation. Total payroll deductions for a calendar year may not exceed $22,500.

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Deduction Changes and Withdrawal.  Employees may change their rate of payroll deduction at any time during the enrollment period for each quarterly offering period, which is the one-month period ending on the 15th day of the calendar month preceding a quarterly offering period. A participant may withdraw from participation in the ESPP at any time by filing a notice of withdrawal. Upon a participant’s withdrawal, the amount credited to his or her stock purchase account will be applied to the purchase of shares of our Class A common stock on the next purchase date, which occurs on the last business date of each quarter. A participant who withdraws from the ESPP may again become a participant by filing a new enrollment form in accordance with the procedures described above.

Purchase of Shares.  Funds held in a participant’s account on the last business day of each quarterly offering period will be used to purchase shares of our Class A common stock for the participant at a price equal to 90% of the shares’ closing price on (1) the first trading day of each offering period, or (2) the last trading day of each offering period — whichever is lower.

Dividends.  Any regular cash dividends paid on our shares of Class A common stock already purchased and held on a participant’s behalf will be reinvested in additional shares on the next purchase date.

Sale of Shares.  Subject to applicable securities laws, a participant may at any time, and without withdrawing from the ESPP, sell the shares of Class A common stock purchased under the ESPP by giving notice to the recordkeeper and directing the recordkeeper to sell all or part of the shares held on behalf of the participant.

Transferability.  Neither payroll deductions credited to a participant’s account nor any rights or shares held under the ESPP may be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a participant other than by will or the laws of descent and distribution. A participant’s right to purchase shares under the ESPP may be exercisable during the participant’s lifetime only by the participant.

Termination of Participation.  When a participant ceases to be our employee for any reason, the amount credited to the participant’s stock purchase account on the date of termination will be used to purchase shares of our common stock on the next applicable purchase date.

Amendment and Termination of the ESPP.  Our Board of Directors may amend the ESPP at any time and for any reason, provided that, without approval of our stockholders, no amendment may increase the number of shares of our common stock reserved for purchase under the ESPP or reduce the purchase price per share on the applicable purchase date. The ESPP will continue in effect through the tenth anniversary of the distribution date, unless the Board of Directors terminates the ESPP.

Federal Income Tax Consequences.  The following is a brief summary of certain of the federal income tax consequences of certain transactions under the ESPP. This summary is not intended to be complete and does not describe state, local, foreign or other tax consequences.

The ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code. Under Section 423 of the Code, an eligible employee who elects to participate in the ESPP will not recognize any taxable income at the time shares are purchased under the ESPP for the employee.

If a participant disposes of the shares purchased under the ESPP more than two years after the first day of the applicable offering period and the amount realized on the disposition of the shares exceeds the purchase price, the participant will recognize compensation taxable as ordinary income in an amount equal to the lesser of (a) the excess of the fair market value of the shares on the first day of the applicable offering period over the purchase price (determined as if the shares were purchased on the first day of the offering period for a price equal to 90% of the fair market value of the shares on that date), and (b) the excess of the amount realized on the disposition of the shares over the purchase price. The participant’s cost basis in the shares will be increased by the amount of ordinary income recognized by the participant. In addition, if the amount realized on such disposition exceeds the participant’s adjusted basis in the shares (taking into account any increase in basis for ordinary income recognized on the disposition of the shares), such excess will be taxed as long term capital gain. If the amount realized on such disposition is less than the purchase price of the shares under the ESPP, the participant will recognize long term capital loss in the amount of the difference between the purchase price and the amount realized. We will not be entitled to any deduction with respect to a disposition of the shares occurring under these circumstances.

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If the participant disposes of the shares purchased under the ESPP within two years after the first day of the applicable offering period, the participant will recognize compensation taxable as ordinary income, and we will be entitled to a corresponding deduction, in an amount equal to the excess of the fair market value of the shares on the last day of the applicable offering period over the purchase price of the shares under the ESPP. The participant’s cost basis in the shares will be increased by the amount of the ordinary income recognized by such participant. In addition, upon such disposition of the shares, the participant will recognize short term or long term capital gain or loss equal to the difference between the amount realized on such disposition and the participant’s cost basis in the shares, as so increased. We will not be entitled to any deduction with respect to the amount recognized by such participant as a capital gain.

Plan Benefits.  No purchase rights will be granted and no shares of our Class A common stock will be purchased under the ESPP until the first offering period established by the company, in its sole discretion, after the separation.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this information statement, all of the outstanding Class A Common Shares and Common Voting Shares of Scripps Networks Interactive are owned by a wholly-owned subsidiary of E. W. Scripps. After the spin-off, E. W. Scripps will not (directly or indirectly) own any of our shares. Immediately following the spin-off distribution, Scripps Networks Interactive expects to have approximately 126,536,000 Class A Common Shares outstanding, held by approximately [          ] beneficial owners, and approximately 36,568,000 Common Voting Shares outstanding, held by approximately 19 beneficial owners, in each case based on the number of Class A Common Shares and Common Voting Shares of E. W. Scripps outstanding on, and the number of beneficial shareholders of E. W. Scripps Class A Common Shares and Common Voting Shares on, February 29, 2008. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of E. W. Scripps options between the date the board of directors of E. W. Scripps declares the dividend for the spin-off and the record date for the spin-off.

The following tables set forth certain information with respect to the expected beneficial ownership of our shares by: (i) each of our shareholders who we believe will be a beneficial owner of more than 5 percent of either class of our shares based on current publicly available information; (ii) each of the persons expected to serve as directors of Scripps Networks Interactive; (iii) each prospective executive officer of Scripps Networks Interactive named in the Summary Compensation Table; and (iv) all of our prospective executive officers and directors of Scripps Networks Interactive as a group. We based the share amounts shown below on the beneficial ownership of E. W. Scripps shares of each person as of February 29, 2008. Unless otherwise indicated, each person named in the tables is expected to have sole voting and investment power with respect to all shares shown for that person.

	Total Shares to be
	Beneficially Owned				Percentage of Total
	Class A		Common		Class A			Common
	Common		Voting		Common			Voting
Name and Address of Beneficial Owner	Shares		Shares		Shares			Shares
Greater than 5 percent Shareholders
The Edward W. Scripps Trust(1)		39,192,222		32,080,000		30.97	%		87.73	%
13350 Metro Parkway, Suite 301 Fort Myers, Florida 33966-4796
Paul K. Scripps and John P. Scripps Trusts(2)		1,230		3,232,226		—			8.84	%
5360 Jackson Drive, Suite 206 La Mesa, California 91942
FMR LLC(3)		12,859,514		—		10.16	%		—
82 Devonshire Street Boston, Massachusetts 02109
Harris Associates L.P.(4)		7,525,100		—		5.95	%		—
1290 Avenue of the Americas New York, New York 10104

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(1)	The trustees of the Trust are John H. Burlingame and Nackey Scagliotti. The Trust will terminate upon the death of one individual. Upon the termination of the Trust, substantially all of its assets (including all shares of capital stock of the Company held by the Trust) will be distributed to certain descendants of Robert Paine Scripps (a son of Edward W. Scripps).
(2)	The shares listed include 239,040 Common Voting Shares and 816 Class A Common Shares to be held in various trusts for the benefit of certain relatives of Paul K. Scripps and 208 Class A Common Shares to be owned by his wife. Mr. Scripps is a trustee of certain of the aforesaid trusts. Mr. Scripps disclaims beneficial ownership of the shares to be held in such trusts and the shares to be owned by his wife. The shares listed also include 2,890,906 Common Voting Shares to be held by five other family trusts of which Mr. Scripps is a trustee. Mr. Scripps is the sole beneficiary of one of these trusts, which will hold 698,036 Common Voting Shares. He disclaims beneficial ownership of the shares to be held in the other four trusts.
(3)	FMR LLC filed a Schedule 13G with the Securities and Exchange Commission with respect to E. W. Scripps Class A Common Shares on January 9, 2008. Such report states that FMR LLC has sole power to vote 1,371,996 shares and has sole dispositive power over 12,859,514 shares. The information in the table is based on the information contained in such Schedule 13G and assumes that the aforesaid filer of that Schedule will own following the spin-off a number of Scripps Networks Interactive Class A Common Shares equal to the number of E. W. Scripps Class A Common Shares reported in such Schedule.
(4)	Harris Associates L.P. filed a Schedule 13G with the Securities and Exchange Commission with respect to E. W. Scripps Class A Common Shares on February 13, 2008. Such report states that Harris Associates L.P. has shared voting power over 7,525,100 shares, sole dispositive power over 1,125,100 shares and shared dispositive power over 6,400,000 shares. The information in the table is based on the information contained in such Schedule 13G and assumes that the aforesaid filer of that Schedule will own following the spin-off a number of Scripps Networks Interactive Class A Common Shares equal to the number of E. W. Scripps Class A Common Shares reported in such Schedule.

The following table sets forth certain information with respect to the expected beneficial ownership of our Class A Common Shares by the persons we expect to be our executive officers and directors. This table does not include any information relating to our Common Voting Shares, since none of our executive officers, and none of our directors (except those who serve as trustees of the Edward W. Scripps Trust), now own any E. W. Scripps Common Voting Shares or are expected to own any of our Common Voting Shares.

	Total Shares to be
	Beneficially Owned		Percentage of Total
	Class A		Class A
Name of Beneficial Owner	Common Shares (1)		Common Shares
Directors:
Kenneth W. Lowe		357,353		1.36	%
Nicholas B. Paumgarten(2)		2,500		*
John H. Burlingame(3)		1,428		*
David A. Galloway		2,000		*
Jarl Mohn(4)		600		*
Jeffrey Sagansky		—		*
Nackey E. Scagliotti(3)		400		*
Ronald W. Tysoe		—		*
Named Executive Officers:
Kenneth W. Lowe		357,353		*
Joseph G. NeCastro		28,964		*
Anatolio B. Cruz III		18,139		*
John F. Lansing		28,250		*
Mark S. Hale		5,255		*
All Executive Officers and Directors		39,868,530		32.63	%
Combined:(5)

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*	Shares to be owned will represent less than 1 percent of our outstanding Class A Common shares.
(1)	The shares listed do not include Class A Common Shares that will underlie vested and nonvested options which will result from conversion of existing E. W. Scripps options.
(2)	The shares listed for Mr. Paumgarten include 1,700 shares to be owned by his wife. Mr. Paumgarten disclaims beneficial ownership of such shares.
(3)	These persons are trustees of The Edward W. Scripps Trust and will have the power to vote and dispose of the 39,192,222 Class A Common Shares and the 32,080,000 Common Voting Shares to be held by the Trust. Mr. Burlingame disclaims any beneficial interest in the shares to be held by the Trust.
(4)	The shares for Mr. Mohn include shares to be held in an S corporation that is 100 percent controlled by The Mohn Family Trust.
(5)	Please see footnote 1 under Report on the Security Ownership of Certain Beneficial Owners.

SHAREHOLDER VOTE AND DISSENTERS’ RIGHTS

Section 1701.76 of the Ohio Revised Code provides that a “transfer” of “all, or substantially all, of the assets” of an Ohio corporation must be approved by the affirmative vote of shareholders entitled to exercise two-thirds of the voting power of the corporation or such lesser percentage (but not less than a majority) of the voting power of the corporation as set forth in the corporation’s articles of incorporation. Due to the lack of reported court decisions in Ohio, it is uncertain whether the spin-off of Scripps Networks Interactive will constitute a transfer of substantially all of the assets of E. W. Scripps and require a vote of shareholders under Section 1701.76.

Given this uncertainty, E. W. Scripps has decided to seek approval of the spin-off by the holders of its Common Voting Shares at the annual meeting of shareholders to be held on [          , 2008]. No vote of the holders of E. W. Scripps Class A Common Shares is required under Ohio law or will be sought by E. W. Scripps in connection with the spin-off. As of [          , 2008], The Edward W. Scripps Trust held approximately 88 percent of all issued and outstanding Common Voting Shares of E. W. Scripps. It is expected that the Common Voting Shares owned by The Edward W. Scripps Trust will be voted in favor of the spin-off, thus assuring approval thereof.

Section 1701.76 also provides that holders of shares of an Ohio corporation who do not vote in favor of, or do not have voting rights with respect to, a transfer of all or substantially all assets of the corporation have dissenters’ rights. Given the uncertainty under Ohio law as to whether the spin-off will constitute a transfer of substantially all of the assets of E. W. Scripps, it is, in the view of E. W. Scripps, prudent to afford holders of E. W. Scripps Class A Shares and holders of E. W. Scripps Common Voting Shares who do not vote for the spin-off the opportunity to preserve any dissenters’ rights that may exist in the context of the spin-off. E. W. Scripps reserves the right to oppose any exercise of dissenters’ rights, including on the grounds that dissenters’ rights are not available because the spin-off does not constitute a transfer of substantially all of the assets of E. W. Scripps under Section 1701.76.

The following is a summary of the principal steps shareholders must take to preserve under Ohio law any dissenters’ rights you may have in connection with the spin-off. This summary does not purport to be complete and is qualified in its entirety by reference to Ohio Revised Code Section 1701.85, which governs dissenters’ rights. A copy of Section 1701.85 is attached hereto as Appendix A. Any shareholder contemplating the exercise of possible dissenters’ rights is urged to review such provisions carefully and to consult an attorney, since any dissenters’ rights will be lost (whether or not E. W. Scripps opposes their exercise) if the procedural requirements under Section 1701.85 are not fully and precisely satisfied. To perfect any possible dissenters’ rights with respect to shares of E. W. Scripps, you must satisfy each of the conditions summarized below.

No Vote in Favor of the Spin-off.  If you are a holder of E. W. Scripps Common Voting Shares, you must not vote your shares in favor of the spin-off at the annual meeting on [          , 2008]. This requirement will be satisfied (i) if a proxy is signed and returned with instructions to vote against the spin-off or to abstain from such vote, (ii) if no proxy is returned and no vote is cast in favor of the spin-off, or (iii) if you revoke a proxy and thereafter abstain from voting with respect to the spin-off or vote against the spin-off. A vote in favor of the spin-off constitutes a waiver of any dissenters’ rights. A proxy that is returned signed but on which no voting preference is indicated will be voted in favor of the spin-off and will constitute a waiver of any dissenters’ rights. You may revoke

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your proxy at any time before its exercise by filing with E. W. Scripps an instrument revoking it or a duly executed proxy bearing a later date, or by attending and giving notice of the revocation of the proxy in open meeting (although your attendance at the meeting will not in and of itself constitute revocation of a proxy).

If you are a holder of E. W. Scripps Class A Shares, you will not be entitled to or asked to vote on the spin-off at the meeting, but you will be afforded the right to preserve any possible dissenters’ rights you may have in the context of the spin-off.

To preserve any dissenters’ rights that you may have, you must follow the remaining procedures summarized herein and more fully described in Appendix A. If in any appraisal proceeding referred to herein, or in another appropriate forum, a court determines that the spin-off does not constitute a transfer of substantially all assets of E. W. Scripps, your exercise of dissenters rights will be moot and will not be honored by E. W. Scripps.

Whether or not there is any court determination as aforesaid, E. W. Scripps reserves the right to oppose any exercise of dissenters’ rights as indicated above.

Filing Written Demand.  Not later than [          , 2008], which is ten days after the annual meeting, you must deliver to E. W. Scripps a written demand (the “Demand”) for payment of the fair cash value of your shares. The Demand should be delivered to E. W. Scripps at 312 Walnut Street, Cincinnati, Ohio 45202, Attention: Corporate Secretary. It is recommended, although not required, that the Demand be sent by registered or certified mail, return receipt requested. Voting against the spin-off will not itself constitute a Demand. E. W. Scripps will not send any further notice to you as to the date on which a Demand is due for the perfection of any dissenters’ rights.

The Demand must include the name and address of the holder of record of the dissenter’s shares, the number and class of dissenter’s shares and the amount claimed as the fair cash value thereof. A beneficial owner must, in all cases, have the record holder submit the Demand in respect of the dissenter’s shares. The Demand must be signed by the shareholder of record (or by the duly authorized representative of such shareholder) exactly as the shareholder’s name appears on the shareholder records of E. W. Scripps. A Demand with respect to shares owned jointly by more than one person must identify and be signed by all holders of record. Any person signing a Demand on behalf of a partnership or corporation or in any other representative capacity (such as an attorney-in-fact, executor, administrator, trustee or guardian) must indicate the nature of the representative capacity and, if requested, must furnish written proof of his capacity and his authority to sign the Demand.

Because only E. W. Scripps shareholders of record at the close of business on the record date may exercise any dissenters’ rights, any person who beneficially owns shares that are held of record by a broker, fiduciary, nominee, or other holder and who wishes to exercise dissenters’ rights must instruct the record holder of the shares to satisfy the conditions outlined above. If a record holder does not satisfy, in a timely manner, all of the conditions outlined above, any dissenters’ rights for all shares held by that shareholder will be lost.

From the time the Demand is given until either the termination of the rights and obligations arising from such Demand or the purchase of the dissenter’s shares related thereto by E. W. Scripps, all rights accruing to the holder of the dissenter’s shares, including voting and dividend or distribution rights, will be suspended. If any cash dividend or distribution is paid on shares of E. W. Scripps during the suspension, an amount equal to the dividend or distribution that would have been payable on the dissenter’s shares, but for such suspension, shall be paid to the holder of record of the dissenter’s shares as a credit upon the fair cash value of the dissenter’s shares. If the right to receive the fair cash value is terminated other than by the purchase of the dissenter’s shares by E. W. Scripps, all rights will be restored to the dissenting shareholder and any distribution (including the distribution of Scripps Networks Interactive shares in the spin-off) that would have been made to the holder of record of the dissenter’s shares, but for the suspension, will be made at the time of the termination.

If E. W. Scripps sends to a dissenting shareholder, at the address specified in the Demand, a request for the certificates representing the dissenting shares, the dissenting shareholder, within fifteen days from the date of the sending of such request, shall deliver to E. W. Scripps the certificates requested. E. W. Scripps will then endorse the certificates with a legend to the effect that a demand for the fair cash value of such shares has been made and will return such endorsed certificates to the dissenting shareholder. Failure on the part of the dissenting shareholder to deliver such certificates will terminate any rights as a dissenting shareholder at the option of E. W. Scripps exercised

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by written notice to the dissenting shareholder within twenty days after the lapse of the fifteen-day period, unless a court, for good cause shown, directs otherwise.

Petitions to Be Filed in Court.  Within three months after the service of the Demand, if E. W. Scripps and the dissenting shareholder do not reach an agreement on the fair cash value of the dissenter’s shares, the dissenting shareholder or E. W. Scripps may file a complaint in the appropriate Court of Common Pleas in Hamilton County, Ohio (the “Common Pleas Court”), or join or be joined in an action similarly brought by another dissenting shareholder, for a judicial determination of the fair cash value of the dissenter’s shares. E. W. Scripps does not intend to file any complaint for a judicial determination of the fair cash value of any dissenter’s shares and reserves the right to oppose as stated elsewhere herein any complaint filed by any dissenting shareholder that such shareholder is entitled to dissenters rights in connection with the spin-off.

Upon motion of the complainant, the Common Pleas Court will hold a hearing to determine whether the dissenting shareholder is entitled to be paid the fair cash value of the dissenter’s shares. E. W. Scripps may oppose such payment, including on the grounds that the dissenting shareholder is not entitled to dissenters’ rights because the spin-off does not constitute a transfer of substantially all of the assets of E. W. Scripps under Section 1701.76 of the Ohio Revised Code. If the Common Pleas Court finds that the dissenting shareholder is entitled to exercise dissenters’ rights in connection with the spin-off, it may appoint one or more appraisers to receive evidence and to recommend a decision on the amount of the fair cash value. The Common Pleas Court would then be required to make a finding as to the fair cash value of the dissenter’s shares and to render a judgment against E. W. Scripps for the payment thereof, with interest at such rate and from such date as the court considers equitable. Costs of the proceedings, including reasonable compensation to the appraiser fixed by the court, are to be apportioned or assessed as the court considers equitable. Payment of the fair cash value of the dissenter’s shares is required to be made within 30 days after the date of final determination of such value or the effective time of the spin-off, whichever is later, only upon surrender to E. W. Scripps of the certificates representing the dissenter’s shares for which payment is made.

Fair cash value is the amount which a willing seller, under no compulsion to sell, would be willing to accept, and which a willing buyer, under no compulsion to purchase, would be willing to pay, but in no event may the fair cash value exceed the amount specified in the Demand. The fair cash value of E. W. Scripps shares would be determined as of the day prior to the day of the annual meeting of shareholders of E. W. Scripps. In determining this value, any appreciation or depreciation in the market value of dissenter’s shares resulting from the spin-off would be excluded. There are no reported court decisions in Ohio opining on the operation of dissenters’ rights and the calculation of fair cash value in the context of a spin-off. One measure of fair cash value may be the price at which E. W. Scripps Class A shares trades on the New York Stock Exchange. Using that measure, under the dissenters’ rights statute, one may have to determine whether the pending spin-off had a positive or negative effect on the price at which E. W. Scripps Class A Shares traded on the New York Stock Exchange on the day before the annual meeting, or, in other words, whether the E. W. Scripps Class A Shares would have traded at a higher or lower price on that day had E. W. Scripps not previously announced a spin-off transaction or had E. W. Scripps canceled the spin-off prior to or as of that day. If dissenters’ rights are exercised and an appraisal proceeding is conducted, E. W. Scripps may argue that the fair cash value of its shares measured without regard to the spin-off transaction was less than the market price for those shares on the measurement date because the market price reflected appreciation in such shares resulting from the prior announcement of the spin-off.

Any dissenters’ rights you may have and decide to exercise will terminate if, among other things, (a) you do not comply with Section 1701.85 of the Ohio Revised Code, (b) the spin-off is abandoned or otherwise not carried out or you withdraw your Demand with the consent of the E. W. Scripps Board of Directors, (c) no agreement is reached between E. W. Scripps and you with respect to the fair cash value of your dissenter’s shares and neither you nor E. W. Scripps timely files or joins in a complaint (as described above) in the Common Pleas Court, or (d) a court declares that dissenters’ rights are not available because the spin-off does not constitute a transfer of all or substantially all of the assets of E. W. Scripps.

If you exercise dissenters’ rights in accordance with the foregoing, you will be required to retain your shares of E. W. Scripps and will not receive any Scripps Networks Interactive shares in the spin-off. Your exercise of dissenters’ rights may be opposed by E. W. Scripps in the appraisal proceeding before the Common Pleas Court or in

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another appropriate forum, including on the grounds that dissenters’ rights are not available because the spin-off does not constitute a transfer of all or substantially all of the assets of E. W. Scripps. If you should exercise dissenters’ rights and E. W. Scripps is successful in opposing your exercise, you would retain your E. W. Scripps shares and receive Scripps Networks Interactive shares pursuant to the terms of the spin-off.

OUR RELATIONSHIP WITH THE E. W. SCRIPPS COMPANY FOLLOWING THE SPIN-OFF

Nackey E. Scagliotti and John H. Burlingame serve as directors of E. W. Scripps and they are expected to serve as directors of Scripps Networks Interactive. Each of these individuals is a Trustee of The Edward W. Scripps Trust.

Following the spin-off, Scripps Networks Interactive and E. W. Scripps will operate as independent companies and neither will have any ownership interest in the other. For purposes of governing the separation of Scripps Networks Interactive from E. W. Scripps as well as certain of the ongoing relationships between E. W. Scripps and Scripps Networks Interactive after the distribution, Scripps Networks Interactive expects to enter into the agreements with E. W. Scripps described in this section. The forms of these agreements that we believe are material are included as exhibits to the registration statement on Form 10 that relates to this information statement and is filed with the Securities and Exchange Commission. The following summaries are intended as overviews of the expected material terms of these agreements and are qualified in their entirety by reference to the full text of the agreements. See “Where You Can Find More Information.” We encourage you to read these agreements in their entireties.

Because the spin-off involves the separation of the existing businesses of E. W. Scripps into two independent companies, we negotiated these agreements with E. W. Scripps while we were a wholly-owned subsidiary of E. W. Scripps. Accordingly, during this time our officers and directors, including our future Chairman and Chief Executive Officer, were employees and officers of E. W. Scripps, and as such had an obligation to serve the interests of E. W. Scripps. In addition, E. W. Scripps selected Mr. Lowe to serve as our Chairman and Chief Executive Officer, and Mr. Lowe, in consultation with E. W. Scripps, selected our other executive officers. We believe our officers and officers of E. W. Scripps negotiated these arrangements in good faith taking into account the interests of their respective companies in the separation.

Separation and Distribution Agreement

General.  The Separation and Distribution Agreement will contain the key provisions relating to the separation of our business from that of E. W. Scripps and the distribution of our common shares to E. W. Scripps shareholders entitled to such distribution. The Separation and Distribution Agreement will identify the assets to be transferred to, and the liabilities and contracts to be assumed by, Scripps Networks Interactive or retained by E. W. Scripps, as applicable, in the distribution, and describe when and how these transfers and assumptions will occur. It will also include procedures by which Scripps Networks Interactive and E. W. Scripps will become separate companies. In addition, it will contain the conditions that must be satisfied, or waived by E. W. Scripps, prior to the separation and the completion of the distribution.

The Separation and Distribution Agreement will also provide that Scripps Networks Interactive and E. W. Scripps will enter into certain agreements governing various interim and ongoing relationships between Scripps Networks Interactive and E. W. Scripps following the distribution date. These agreements, which will become effective upon the consummation of the spin-off, include:

•  Transition Services Agreement.

•  Tax Allocation Agreement.

•  Employee Matters Agreement.

E. W. Scripps and Scripps Networks Interactive intend to enter into the Separation and Distribution Agreement and the ancillary agreements on or before the distribution date of         , 2008.

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Transfer of Assets, Assumption of Liabilities and Distribution of Our Shares.  We are currently wholly-owned by Scripps Howard Broadcasting Company, a direct wholly-owned subsidiary of E. W. Scripps. The Separation and Distribution Agreement will provide that, subject to the terms and conditions contained therein:

•  E. W. Scripps will cause Scripps Howard Broadcasting Company to contribute to Scripps Networks Interactive all of the outstanding shares of Scripps Shop at Home Inc. and a 50 percent interest in Cable Property Management Company, GP, a partnership which owns a 10 percent interest in the Food Network partnership and whose other 50 percent partner is Scripps Networks, LLC.

•  Scripps Howard Broadcasting Company will distribute to E. W. Scripps all outstanding shares of Scripps Networks Interactive.

•  E. W. Scripps will contribute to Scripps Networks Interactive all outstanding shares of Shopzilla, Inc. and Ulysses U.K., Inc. and the entire membership interest of uSwitch, LLC to Scripps Networks Interactive.

•  Scripps Networks Interactive will distribute to E. W. Scripps cash in the amount of $375 million, from cash on hand and proceeds from the Scripps Networks Interactive revolving credit facility for use by E. W. Scripps to pay certain liabilities owing to its creditors, and Scripps Networks Interactive will assume certain liabilities of E. W. Scripps pursuant to the Employee Matters Agreement.

•  The shares of Scripps Networks Interactive will be distributed to the shareholders of E. W. Scripps.

Generally, neither we nor E. W. Scripps will make any representation or warranty as to any assets, businesses or liabilities, any required consents or approvals, the value or freedom from any lien or other security interest of any assets, the absence of any defenses or freedom from counterclaim relating to any claim, or the legal sufficiency of any assignment, document, or instrument executed by the parties. Except as expressly set forth in any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis, and we, as opposed to E. W. Scripps, will bear the economic and legal risks that the conveyance is insufficient to vest good and marketable title, free and clear of any lien or other security interest, that any necessary consents or approval were not obtained, and that requirements of laws or judgments were not complied with.

Certain liabilities (including contingent liabilities) and obligations for which one company will have an indemnification obligation under the Separation and Distribution Agreement are, and following the separation and distribution may continue to be, the legal or contractual liabilities or obligations of the other company. For example, one company may continue to be a party to a contract the burdens of which have been assumed by the other company. Similarly, certain liabilities for which one company will agree to bear financial responsibility, such as a third party infringement claim, may continue to be the legal responsibility of the other company or its subsidiaries. Each company will rely on the other company to satisfy its performance and payment obligations with respect to these and other liabilities and obligations assumed by the other company, as well as the indemnification obligations of the other company.

To the extent that any existing contracts with third parties will inure to the benefit or burden of both companies after the distribution, the Separation and Distribution Agreement will provide for a variety of mechanisms to accomplish the intended result that all relevant parties will be entitled to the applicable rights and benefits of the contract and assume the related portion of any obligations and liabilities.

If it is not practicable to transfer assets and liabilities on the distribution date, the agreement provides that the parties will exercise commercially reasonable efforts after the distribution date to transfer these assets and liabilities. If an ancillary agreement expressly provides for the transfer of an asset or an assumption of a liability, the terms of the ancillary agreement will determine the manner of the transfer and assumption.

Release of Claims.  We and E. W. Scripps will agree to broad pre-closing releases pursuant to which each will release the other from any claims against the other party or its subsidiaries which arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the distribution date. These releases will be subject to certain exceptions set forth in the Separation and Distribution Agreement including, for example, fixed or contingent liabilities for which one party has agreed to indemnify the other party and the obligation of the parties to settle of all inter-company indebtedness existing between them as of the distribution date.

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Conditions.  The Separation and Distribution Agreement will provide that the following conditions must be satisfied or waived before or as of the date of the distribution for the distribution to occur:

•  The Securities and Exchange Commission has declared Scripps Networks Interactive’s registration statement on Form 10 effective, and there is no stop-order in effect with respect thereto and no proceeding for that purpose has been instituted by the Securities and Exchange Commission.

•  The NYSE has approved the listing of Scripps Networks Interactive’s Class A Common Shares, subject to official notice of issuance.

•  There has been no order, injunction, or decree issued by any court or agency of competent jurisdiction or other legal constraint or prohibition, which remains in effect, preventing the consummation of the transactions contemplated by the Separation and Distribution Agreement.

•  E. W. Scripps has received the private letter ruling issued to E. W. Scripps by the Internal Revenue Service regarding the tax-free status of the distribution and such ruling shall not have been revoked or materially amended and an opinion from Baker & Hostetler LLP, satisfactory to E. W. Scripps, to the effect that the distribution of Scripps Networks Interactive’s shares by E. W. Scripps to its shareholders will qualify as a distribution that is tax-free under Section 355 of the Internal Revenue Code and related provisions.

•  The E. W. Scripps Board of Directors has established the record date for the distribution, the information statement has been mailed to E. W. Scripps’ shareholders and E. W. Scripps has given the NYSE not less than ten days advance notice of the record date.

•  The E. W. Scripps Board of Directors, based on the advice of legal counsel, is satisfied that the spin-off transactions are lawful under applicable state and federal law and do not violate any material agreement.

•  All material consents and governmental approvals necessary to consummate the transactions contemplated by the Separation and Distribution Agreement have been obtained and are in full force and effect, including the approval of the holders of E. W. Scripps Common Voting Shares.

•  E. W. Scripps has received an opinion from Baker & Hostetler LLP, satisfactory to E. W. Scripps, with respect to the law of Ohio governing the rights of holders of E. W. Scripps common shares to vote on the transactions contemplated by the Separation and Distribution Agreement.

•  Scripps Networks Interactive’s amended and restated articles of incorporation and amended and restated code of regulations, as filed as exhibits to the Form 10 and described in this information statement, are in effect.

•  Scripps Howard Broadcasting Company has contributed to Scripps Networks Interactive all of the outstanding shares of Scripps Shop at Home Inc. and a 50 percent interest in Cable Property Management Company, GP.

•  Scripps Howard Broadcasting Company has distributed to E. W. Scripps all outstanding shares of Scripps Networks Interactive.

•  E. W. Scripps has contributed to Scripps Networks Interactive all outstanding shares of Shopzilla, Inc. and Ulysses U.K., Inc. and the entire membership interest of uSwitch, LLC.

•  Scripps Networks Interactive has distributed to E. W. Scripps cash in the amount of $375 million for use by E. W. Scripps to pay certain liabilities owing to its creditors and Scripps Networks Interactive has assumed certain liabilities of E. W. Scripps pursuant to the Employee Matters Agreement.

•  The various ancillary agreements described in this information statement have been executed and delivered by the parties thereto.

•  The E. W. Scripps Board of Directors has approved the separation and the distribution and not abandoned or revoked the distribution.

The Separation and Distribution Agreement will require each company to use its commercially reasonable efforts, on and after the date of the distribution, to consummate the spin-off transactions.

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Indemnification and Contribution Obligations.  In general, liability for, and control of, future litigation claims against either company for events that took place prior to, on or after the date of the separation and distribution generally will be assumed by the company operating the business to which the claim relates or, in the case of businesses which were sold or discontinued prior to the date of the separation and distribution, or for other matters agreed to be indemnified, the company which has assumed the liabilities related thereto. The companies will agree to cooperate in defending any claims against either of them for events that take place prior to, on or after the date of the separation and distribution.

Each company will indemnify the other company and the other company’s officers, directors and employees for any losses arising out of:

•  Its failure to perform or discharge any of the liabilities it assumes pursuant to the Separation and Distribution Agreement.

•  Its businesses as conducted as of the date of the separation and distribution.

•  Its breaches of the Separation and Distribution Agreement, any of the ancillary agreements and any contracts pursuant to which E. W. Scripps and Scripps Networks Interactive or any of their subsidiaries are co-parties or share benefits and burdens.

•  Its untrue statement or alleged untrue statement of a material fact, or omission or alleged omission to state a material fact, required to be stated in or necessary to make the statements therein not misleading in the portions of the following documents for which it has assumed responsibility: Form 10 Registration Statement of Scripps Networks Interactive, the definitive proxy statement sent to holders of E. W. Scripps Common Voting Shares soliciting their vote on the separation transactions and to the holders of E. W. Scripps Common Shares with respect to potential dissenters’ rights, and in other public filings made by it after the distribution date.

If E. W. Scripps is required to make or makes any payments to shareholders who exercise dissenters’ rights in connection with the spin-off, Scripps Networks Interactive will be required under the Separation and Distribution Agreement to contribute a portion of such payments as is appropriate to reflect a pro rata allocation between E. W. Scripps and Scripps Networks Interactive for the entirety of all such dissenters’ right claims by E. W. Scripps shareholders based upon the ratio that the per share price for one E. W. Scripps Class A Common Share and one Scripps Networks Interactive Class A Common Share bear to one another based on the average selling prices for the first ten days of “regular-way” trading of the Scripps Networks Interactive Class A Common Shares on the NYSE after the distribution date.

Each of the companies will generally be obligated to use commercially reasonable efforts to collect any proceeds under available third party insurance policies prior to seeking indemnification from the other party. The amount of any indemnifiable loss will be reduced by any insurance proceeds actually recovered, net of collection costs incurred.

Any claim or other right of one or more of the respective companies (or their subsidiaries) against a third party, and any claim or right of a third party against one or more of the respective companies (or their subsidiaries), that was actionable as of the time of the distribution but which was not acknowledged, fixed or determined as of such time will be considered a contingent claim or loss as between the companies. Each contingent claim or loss will be subject to the responsibility of a contingent claim committee consisting of the general counsel (or his or her respective delegate) from each of the companies. The contingent claim committee will determine, among other things, whether the claim or loss belongs exclusively to one party or is a shared claim or loss and, if shared, the applicable sharing allocations between the two companies.

Business Opportunities.  Neither E. W. Scripps, Scripps Networks Interactive nor their respective affiliates will have any duty to refrain from engaging in similar activities or lines of business or doing business with suppliers or customers, and the parties acknowledge that neither of them will have any duty to communicate or offer any business opportunities to the other.

Non-solicitation of Employees.  For a period of two years following the distribution date, E. W. Scripps, Scripps Networks Interactive and their respective affiliates will be generally prohibited from employing or

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soliciting the employment of any of the employees of the other party or its affiliates without the prior written consent of the other party.

Access to Information; Provision of Witnesses; Confidentiality.  The companies will allow each other and their specified representatives’ reasonable access to all records in their possession relating to the business and affairs of the other party as reasonably required. Access will be allowed for such purposes as audit, accounting, litigation, disclosure reporting, and regulatory compliance. Each party will also use reasonable efforts to make available to the other party and its accountants, counsel, and other designated representatives, upon written request, its directors, officers, employees, and representatives as witnesses and will otherwise cooperate with the other party in connection with any proceeding arising out of its or the other party’s business and operations before the distribution. Subject to limited exceptions, the companies and their respective directors, officers, employees, agents, consultants, and advisors will hold in strict confidence all information in its or their possession concerning the other party.

Dispute Resolution.  Except for claims for injunctive relief, the Separation and Distribution Agreement will provide that the parties must make a good faith effort for at least 30 calendar days to attempt to settle any dispute by mutual agreement. If they cannot come to a mutually satisfactory agreement, the dispute will be settled by final, binding arbitration under the rules of the American Arbitration Association. The arbitrator will have no authority to award consequential, punitive or exemplary damages. Each party will bear its own expenses in the arbitration, except that they will share equally the fees and expenses of the arbitrator and related facilities. Each party will be permitted to seek specific performance and injunctive or other equitable relief from a court of law or equity in the event of any actual or threatened breach of the agreement, or any settlement or arbitral order, by the other party for which remedies at law, including monetary damages, may be inadequate compensation for any loss. Any legal action permitted by the agreement must be tried and determined exclusively in the state or federal courts in the State of Ohio.

Termination; Amendment.  The Separation and Distribution Agreement may be terminated or amended, modified or abandoned, in each case, at any time prior to the effective time by and in the sole and absolute discretion of E. W. Scripps, without the approval of Scripps Networks Interactive. In the event of such termination, neither party shall have any liability of any kind to the other party. Subsequent to the effective time, the Separation and Distribution Agreement may only by amended, modified, waived, supplemented or superseded by an instrument signed by both companies.

Transition Services Agreement

The Separation and Distribution Agreement will provide that prior to completion of the distribution, Scripps Networks Interactive will enter into a Transition Services Agreement with E. W. Scripps pursuant to which Scripps Networks Interactive and E. W. Scripps will provide certain services to each other on a compensated basis.

Under the Transition Services Agreement, which will be entered into on or before the distribution date, Scripps Networks Interactive (or its subsidiaries) will provide the following services or support to E. W. Scripps: information technology. Similarly, E. W. Scripps (or its subsidiaries) will provide the following services or support to Scripps Networks Interactive: information technology, human resources, accounting and finance, and facilities. The internal audit functions in each company may provide services or support reciprocally to one another on a project-specific basis.

The services will generally be provided for a term beginning on the distribution date and expiring on the earlier to occur of the second anniversary of the distribution date and the date of termination of a particular service pursuant to the agreement. The party receiving a service can generally terminate provision of that service upon 30 days advance notice to the party providing the service.

Payments made or other consideration provided in connection with all continuing transactions between Scripps Networks Interactive and E. W. Scripps will be on a basis arrived at by the parties bargaining at arms-length. Depending on the nature and scope of the services being provided, the parties may agree to a cash payment or other form of consideration.

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Generally, neither Scripps Networks Interactive nor E. W. Scripps will be liable to the other for any failure to provide the services under the Transition Services Agreement, except in the case of intentional breach or gross negligence.

Each of the companies will agree to perform its services in a lawful, timely, professional and workmanlike manner by qualified individuals in conformity with generally accepted industry standards and practices. No other warranties will be provided. Each service provider will be obligated to correct its material errors or defects at its own expense. Neither party will be liable for the acts or omissions of any third party contractor to the extent that the applicable party has exercised commercially reasonable due diligence in its choice of such third party and employed the same level of effort that it would use on behalf of itself to enforce its rights against a third party to induce the third party to properly perform. In addition, neither party will have any liability for incidental, consequential or punitive damages or lost profits with respect to any matter related to the Transition Services Agreement.

The Transition Services Agreement will contain information access, dispute resolution, confidentiality and employee non-solicitation provisions that are comparable to those contained in the Separation and Distribution Agreement. Each party will also agree to indemnify the other party against losses arising from its infringement or misappropriation of any third party’s intellectual property (but only to the extent those losses result from intentional breach, fraud, gross negligence or willful misconduct), its breach of the agreement or any act or omission committed by it (or its subsidiaries) in providing services to the other party (or its subsidiaries), except to the extent the loss arises from any act or omission committed by the other party (or its subsidiaries).

Employee Matters Agreement

The Employee Matters Agreement will allocate liabilities and responsibilities between us and E. W. Scripps relating to employee compensation and benefit plans and programs, including the treatment of certain outstanding annual and long-term incentive awards, existing deferred compensation obligations and retirement and welfare benefit obligations. It also provides the basis to divide assets that already have been dedicated or set aside to fulfill those liabilities.

In general, the Employee Matters Agreement will provide that, following the separation and distribution, E. W. Scripps will be responsible for all historical and future employment and benefit-related obligations and liabilities of current employees who will work for, and current directors who will serve on the board of E. W. Scripps immediately following the separation and distribution, former E. W. Scripps employees who most recently worked for businesses and operations that will be part of E. W. Scripps immediately following the separation and distribution, former E. W. Scripps employees who most recently worked for certain businesses and operations that were sold or discontinued prior to the separation and distribution, and certain other former employees and directors of E. W. Scripps as set forth in the Employee Matters Agreement (and, in each case, their dependents and beneficiaries). E. W. Scripps will not be responsible for current employees or directors who will become employees or directors of any member of Scripps Networks Interactive immediately following the separation and distribution. E. W. Scripps will be responsible for all retirees from its post-separation group of companies.

In general, the Employee Matters Agreement will provide that, following the separation and distribution, Scripps Networks Interactive will be responsible for all employment and benefit-related obligations and liabilities related to current employees who will work for, and current directors who will serve on the board of Scripps Networks Interactive immediately following the separation and distribution, former E. W. Scripps employees who most recently worked for other businesses and operations that will be part of Scripps Networks Interactive immediately following the separation and distribution, former E. W. Scripps employees who most recently worked for certain businesses and operations that were sold or discontinued prior to the separation and distribution, and certain other former employees of E. W. Scripps as set forth in the Employee Matters Agreement (and, in each case, their dependents and beneficiaries). Scripps Network Interactive will not be responsible for current employees or directors who will remain or become employees or directors of any member of the post-spin E. W. Scripps group of companies immediately after the spin. Scripps Networks Interactive will be responsible for all retirees from its post-separation group of companies.

The Employee Matters Agreement provides for the participation of our employees in certain benefit plans of E. W. Scripps during a transition period ending on December 31, 2008, as well as a structural framework for the

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employee benefit plans and programs that will be established by us. During the transitional period, our employees will participate in the E. W. Scripps pension, retirement and investment and supplemental executive retirement plans until after which their account balances or the actuarial-determined values of the assets and liabilities attributable to certain plan assets will be transferred to our new plans. In addition, the Employee Matters Agreement will provide for our employees to continue participation in E. W. Scripps’ health and welfare programs during the transition period, after which our employees will become enrolled in our new plans and programs. E. W. Scripps will provide administration services under the Transition Services Agreement for our employees for each type of benefit plan and program in which they participate pursuant to the Employee Matters Agreement.

With respect to executive compensation matters, the Employee Matters Agreement provides that we are required to adopt plans and arrangements that are substantially similar to the ones maintained by E. W. Scripps prior to the separation and distribution, including a long-term incentive plan, annual executive incentive plan, deferred compensation plan, supplemental executive retirement plan, change in control plan, employee stock purchase plan and employment agreements and assume all obligations to our employees, former employees and directors under these plans and arrangements, other than short-term incentives, if any, earned by our employees for the performance period that ends on the date of the separation and distribution.

The Employee Matters Agreement also provides for adjustments to outstanding equity awards, which is described under the heading “Treatment of Stock Options and Restricted Stock.”

Tax Allocation Agreement

The Tax Allocation Agreement will set forth the allocations and responsibilities of E.W. Scripps and Scripps Networks Interactive with respect to, among other things, tax deductions relating to compensation arrangements, liabilities for federal, state, local and foreign income taxes for periods before and including the spin-off, the preparation and filing of income tax returns for such periods, disputes with taxing authorities regarding income taxes for such periods and indemnification for income taxes that would become due if the spin-off were taxable. E. W. Scripps and Scripps Networks Interactive will generally each be responsible for federal, state, local, and foreign income taxes for periods before the spin-off relating to their respective businesses. The Tax Allocation Agreement will also provide that, depending on the event, the E. W. Scripps or Scripps Networks Interactive may have to indemnify the other for some or all of its tax liabilities resulting from the transactions related to the distribution of our shares if the distribution does not qualify as tax-free under Sections 355 and 368 of the Internal Revenue Code.

To preserve the tax-free treatment to E. W. Scripps of the separation and distribution, the Tax Allocation Agreement will provide that for two years, neither party will, without a ruling from the Internal Revenue Service, an opinion of counsel, or waiver by the other party enter into any transaction pursuant to which all or a significant portion of their respective shares or assets would be acquired, liquidate, or take any other action which jeopardizes the tax-free treatment of the distribution under Section 355.

Certain Other Agreements

Scripps Networks Interactive expects to enter into a Trademark License Agreement and Software License Agreement with E. W. Scripps. We believe that such agreements have been negotiated on an arm’s length basis and that such agreements, whether taken individually or in the aggregate, do not constitute material contracts.

The Trademark License Agreement will provide Scripps Networks Interactive with the perpetual right to use the SCRIPPS name and lighthouse logo, which is a registered trademark of E. W. Scripps. The Software License Agreement will provide Scripps Networks Interactive with the right to use certain business operations software that was created by E. W. Scripps for its own internal purposes and which may be useful to Scripps Networks Interactive in its operation as a stand-alone company.

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DESCRIPTION OF OUR CAPITAL STOCK

General

Our equity capital structure, articles of incorporation and code of regulations are designed to mirror in material respects the existing equity capital structure, articles of incorporation and code of regulations of E. W. Scripps. Immediately following the spin-off, Scripps Networks Interactive will have approximately [          ] Class A Common Shares outstanding, based on the number of shares of E. W. Scripps Class A Common Shares outstanding on [          , 2008], and approximately [          ] Common Voting Shares outstanding, based on the number of E. W. Scripps Common Voting Shares outstanding on [          , 2008]. The actual number of shares to be distributed will be determined on the record date.

Common shares

Authorized Shares.  We will be authorized to issue up to 240,000,000 Class A Common Shares, of which approximately [          ] are expected to be outstanding upon consummation of the spin-off. We will be authorized to issue up to 60,000,000 Common Voting Shares, of which approximately [          ] are expected to be outstanding upon consummation of the spin-off.

Dividends.  Each Class A Common Share and each Common Voting Share of Scripps Networks Interactive will be entitled to dividends if, as and when dividends are declared by our Board of Directors. Dividends must be paid on the Class A Common Shares and the Common Voting Shares at any time that dividends are paid on either. Any dividend declared and payable in cash, capital stock or other property must be paid equally, share for share, on the Common Voting Shares and the Class A Common Shares. Dividends and distributions payable in Common Voting Shares may be paid only on Common Voting Shares, and dividends and distributions payable in Class A Common Shares may be paid only on Class A Common Shares. If a dividend or distribution payable in Class A Common Shares is made on the Class A Common Shares, a simultaneous dividend or distribution on the Common Voting Shares must be made. If a dividend or distribution payable in Common Voting Shares is made on the Common Voting Shares, a simultaneous dividend or distribution in Class A Common Shares must be made on the Class A Common Shares. Pursuant to any such dividend or distribution, each Common Voting Share will receive a number of Common Voting Shares equal to the number of Class A Common Shares payable on each Class A Common Share. In the case of any dividend or other distribution payable in stock of any corporation which just prior to the time of the distribution is a wholly owned subsidiary of Scripps Networks Interactive and which possesses authority to issue class A common shares and common voting shares with voting characteristics identical to those of the Scripps Networks Interactive Class A Common Shares and Common Voting Shares, respectively, including a distribution pursuant to a stock dividend, a stock split or division of stock or a spin-off or split-up reorganization of Scripps Networks Interactive, only class A common shares of such subsidiary shall be distributed with respect to Scripps Networks Interactive Class A Common Shares and only common voting shares of such subsidiary shall be distributed with respect to Scripps Networks Interactive Common Voting Shares.

Voting Rights.  Holders of Class A Common Shares will be entitled to elect the greater of three or one-third of the directors of Scripps Networks Interactive (or the nearest smaller whole number if one-third of the entire Board is not a whole number), except directors, if any, to be elected by holders of Preferred Shares (when and if issued) or any series thereof. Holders of Class A Common Shares will not be entitled to vote on any other matters except as required by Ohio law. Holders of Common Voting Shares will be entitled to elect all remaining directors and to vote on all other matters. Nomination of persons for election by either class of our shares to the Board will be made by the vote of a majority of all directors then in office, regardless of the class of shares entitled to elect them. Holders of a majority of the outstanding Common Voting Shares will have the right to increase or decrease the number of authorized and unissued Class A Common Shares and Common Voting Shares, but not below the number of shares thereof then outstanding.

Under Ohio law, an amendment to our articles of incorporation that purports to do any of the following with respect to either our Class A Common Shares or Common Voting Shares would require the separate approval of the holders of each such class affected by the amendment: (i) increase or decrease the par value of the issued shares of such class (or of any other class of capital stock of the corporation if the amendment would reduce or eliminate the

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stated capital of the corporation), (ii) change issued stock of a class into a lesser number of shares or into the same or a different number of shares of any other class theretofore or then authorized (or so change any other class of capital stock of the corporation if the amendment would reduce or eliminate the stated capital of the corporation), (iii) change the express terms of, or add express terms to, the stock of a class in any manner substantially prejudicial to the holders of such class, (iv) change the express terms of issued shares of any class senior to the particular class in any manner substantially prejudicial to the holders of such junior class, (v) authorize shares of another class that are convertible into, or authorize the conversion of shares of another class into, such class, or authorize the directors to fix or alter conversion rights of shares of another class that are convertible into such class, (vi) provide that the stated capital of the corporation shall be reduced or eliminated as a result of an amendment described in subclause (i) or (ii) above, or provide, in the case of an amendment described in subclause (v) above, that the stated capital of the corporation shall be reduced or eliminated upon the exercise of such conversion rights, (vii) change substantially the purpose of the corporation, or provide that thereafter an amendment to the corporation’s articles of incorporation may be adopted that changes substantially the purposes of the corporation, or (viii) change the corporation into a nonprofit corporation.

The holders of our Common Voting Shares will have the power to defeat any attempt to acquire control of Scripps Networks Interactive by means of a merger, sale of assets or similar transaction even though such a change in control may be favored by shareholders holding substantially more than a majority of our outstanding equity. This may have the effect of precluding you as a holder of our shares from receiving any premium above market price for your shares that may be offered in connection with any such attempt to acquire control.

Our voting structure, which is similar to voting structures adopted by other media companies, is designed to promote the continued independence and integrity of our operations under the control of the holders of the Common Voting Shares, while at the same time providing for equity ownership by a broader group of shareholders through a class of publicly traded common shares. This structure may render more difficult certain unsolicited or hostile takeover attempts, which could disrupt us, divert the attention of our directors, officers and employees and adversely affect the independence and quality of our media operations.

Meetings of Shareholders.  Meetings of our shareholders may be called by our chairman or president, by a majority of our directors, or by the holders of record of 50 percent of our outstanding Common Voting Shares. Holders of our Class A Common Shares will not be able to call a meeting of shareholders.

Conversion.  Each Common Voting Share will be convertible at no cost and at any time into one Class A Common Share.

Liquidation Rights.  In the event of our liquidation, dissolution or winding up, holders of Class A Common Shares and Common Voting Shares will be entitled to participate equally, share for share, in the assets available for distribution.

Preemptive Rights.  Holders of Class A Common Shares will not have preemptive rights to purchase shares of such class or shares of any other class that we may issue. Holders of Common Voting Shares will have preemptive rights to purchase any additional Common Voting Shares or any other shares that we may issue with (or that are convertible into shares with) general voting rights.

Cumulative Voting.  Holders of our shares will not have cumulative voting rights.

Listing.  We intend to apply to have our Class A Common Shares authorized for listing on the NYSE under the trading symbol “SNI.” Our Common Voting Shares will not be listed on any exchange.

Transfer Agent and Registrar.  The registrar and transfer agent for our Class A Common Shares will be The Bank of New York Mellon, New York, New York.

Preferred Shares

Following the spin-off, our Board of Directors will be authorized to issue, by resolution and without any action by shareholders, up to 25 million Preferred Shares. All of our Preferred Shares will be of equal rank. Dividends on Preferred Shares will be cumulative and will have a preference to the Class A Common Shares and Common Voting Shares. So long as any Preferred Shares are outstanding, no dividends may be paid on, and we may not redeem or

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retire, any common shares or other securities ranking junior to the Preferred Shares unless all accrued and unpaid dividends on the Preferred Shares shall have been paid. In the event of our liquidation, dissolution or winding up, holders of the Preferred Shares will be entitled to receive, before any amounts are paid or distributed in respect of any securities junior to the Preferred Shares, the amount fixed by the Board of Directors as a liquidation preference, plus the amount of all accrued and unpaid dividends. The Preferred Shares will have no voting rights except as may be required by Ohio law. Except as specifically described in this section, our Board of Directors will have the power to establish the designations, dividend rate, conversion rights, terms of redemption, liquidation preference, sinking fund terms and all other preferences and rights of any series of Preferred Shares. Any issuance of Preferred Shares may adversely affect certain rights of the holders of the Class A Common Shares and the Common Voting Shares and may render more difficult certain unsolicited or hostile attempts to take over Scripps Networks Interactive.

Certain Anti-Takeover Statutes

Business Combinations with Interested Stockholders.  Chapter 1704 of the Ohio Revised Code applies to a broad range of business combinations between an Ohio corporation and an “interested stockholder.” Chapter 1704 is triggered by the acquisition of 10 percent of the voting power of a subject Ohio corporation. The prohibition imposed by Chapter 1704 continues indefinitely after the initial three-year period unless the subject transaction is approved by the requisite vote of the shareholders or satisfies statutory conditions relating to the fairness of consideration received by shareholders who are not interested in the subject transaction. During the initial three-year period the prohibition is absolute absent prior approval by the board of directors of the acquisition of voting power by which a person became an “interested stockholder” or absent approval of the subject transaction. Chapter 1704 may be made inapplicable to a company by its articles of incorporation. Our articles of incorporation provide that this statute does not apply to us.

Control Share Acquisition.  Section 1701.831 of the Ohio Revised Code (the “Ohio Control Share Acquisition Statute”) also provides protection to shareholders against unfriendly and coercive takeover efforts. The Ohio Control Share Acquisition Statute provides that certain notice and informational filings and special shareholder meeting and voting procedures must be followed prior to consummation of a proposed “control share acquisition,” which is defined as any acquisition of an issuer’s shares which would entitle the acquirer, immediately after such acquisition, directly or indirectly, to exercise or direct the exercise of voting power of the issuer in the election of directors within certain ranges of voting power. Assuming compliance with the notice and information filings prescribed by statute, the proposed control share acquisition may be made only if, at a duly convened special meeting of shareholders, the acquisition is approved by both a majority of the voting power of the issuer represented at the meeting and a majority of the voting power remaining after excluding the combined voting power of the intended acquirer and the directors and officers of the issuer. The Ohio Control Share Acquisition Statute may be made inapplicable to a company by its articles of incorporation. Our articles of incorporation provide that this statute does not apply to us.

Ohio “Anti-Greenmail” Statute.  Pursuant to Section 1707.43 of the Ohio Revised Code, a public corporation formed in Ohio may recover profits that a shareholder makes from the sale of the corporation’s securities within 18 months after making a proposal to acquire control or publicly disclosing the possibility of a proposal to acquire control. The corporation may not, however, recover from a person who proves either (i) that his sole purpose in making the proposal was to succeed in acquiring control of the corporation and there were reasonable grounds to believe that he would acquire control of the corporation or (ii) that his purpose was not to increase any profit or decrease any loss in the securities. This statute may be made inapplicable to a company by its articles of incorporation. Our articles of incorporation provide that this statute does not apply to us.

Tender Offer Statute.  The Ohio tender offer statute (Ohio Revised Code Section 1707.041) requires any person making a tender offer for a corporation having its principal place of business in Ohio to comply with certain filing, disclosure and procedural requirements. The disclosure requirements include a statement of any plans or proposals that the offerer, upon gaining control, may have to liquidate the subject company, sell its assets, effect a merger or consolidation, establish, terminate, convert, or amend employee benefit plans, close any plant or facility of the subject company or of any of its subsidiaries or affiliates, or make any other major change in its business, corporate structure, management personnel, or policies of employment.

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Authority and Duties of Directors.  Section 1701.59 of the Ohio Revised Code provides that a director shall not be found to have violated his duties to a corporation and its shareholders unless it is proved by clear and convincing evidence that he has not acted in good faith, in a manner he reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances, and any action brought again him, including actions involving or affecting a change or potential change in control of the company or a determination to resist a change or potential change in control of the company determined by a majority of the directors to be opposed to or not in the best interests of the corporation. This section also provides that a director, in determining what he reasonably believes to be in the best interests of the corporation, shall consider the interests of the corporation’s shareholders and, in his discretion, may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state and the nation, community and societal interests, long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation. The Ohio Revised Code specifically provides that the selection of a time frame for the achievement of corporate goals is the responsibility of the directors. Following the spin-off, our articles will also provide that the directors shall, when evaluating any offer of another party to make a tender or exchange offer for any equity security of Scripps Networks Interactive, to merge or consolidate Scripps Networks Interactive with another corporation or to purchase or otherwise acquire all or substantially all of the properties and assets of Scripps Networks Interactive, give due consideration, in determining what is in the best interests of Scripps Networks Interactive, to the effect of such a transaction on the integrity, character and quality of our operations, long-term as well as short-term interests of Scripps Networks Interactive and its shareholders, and the social, legal and economic effects on the employees, customers, suppliers and creditors of Scripps Networks Interactive and its subsidiaries, on the communities and geographical areas in which they operate or are located, and on any of the businesses and properties thereof, as well as such other factors as our directors deem relevant. In considering the short-term and long-term interests of Scripps Networks Interactive and its shareholders, our directors may determine that these interests may be best served by the continued independence of Scripps Networks Interactive.

Sales of Unregistered Securities

In connection with its incorporation, Scripps Networks Interactive issued one Scripps Networks Interactive Common Voting Share, par value $.01 per share, and one Scripps Networks Interactive Class A Common Share, par value $.01 per share on January 4, 2008, to Scripps Howard Broadcasting Corporation, a subsidiary of E. W. Scripps in consideration of a minimal capital contribution. Scripps Networks Interactive did not register this issuance of these shares under the Securities Act because such issuance did not constitute a public offering.

INDEMNIFICATION AND LIMITATION OF LIABILITY
OF DIRECTORS AND OFFICERS

Section 1701.13 of the Ohio Revised Code provides that a corporation may indemnify its directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation (a “derivative action”), in which such person is made a party by reason of the fact that the person is or was a director or officer of the corporation, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the director or officer seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s code of regulations, a disinterested director vote, a shareholder vote, an agreement or otherwise.

Under Ohio law, directors are entitled to advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and

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convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests. An Ohio corporation may advance expenses, including attorneys’ fees, incurred by an officer defending any action, suit or proceeding, including derivative actions, brought against the officer, if authorized by the corporation’s directors, and upon receipt of an undertaking by or on behalf of the officer to repay amounts advanced if it is ultimately determined that such officer is not entitled to be indemnified by the corporation.

Our articles of incorporation provide that, to the fullest extent authorized or permitted by Ohio law, as now in effect (as summarized above) or as amended, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was our director or officer, or by reason of the fact that our director or officer is or was serving, at our request, as an officer, director, employee, trustee or agent of another corporation or enterprise, including service with respect to employee benefit plans maintained or sponsored by us. Any amendment of this provision will not reduce our indemnification obligations relating to actions taken before such amendment. Our Articles also provide that we shall pay, to the fullest extent permitted by Ohio law, expenses incurred by a director or officer in defending any proceeding in advance of its final disposition.

Ohio law provides express authority for Ohio corporations to procure insurance policies and to furnish protection similar to insurance, including trust funds, letters of credit and self-insurance, or to provide similar protection such as indemnity against loss of insurance. We intend to obtain policies that insure our directors and officers and those of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

Under Ohio law, a director shall not be found to have violated his duties to the corporation unless it is proved by clear and convincing evidence that he has not acted in good faith in a manner he reasonably believes to be in or not opposed to the best interests of the corporation or with the care that an ordinarily prudent person in a like position would use under similar circumstances, in any action brought against him, including actions involving a change or potential change in control of the corporation. Ohio law provides that a director shall not be liable in damages for any action that he takes or fails to take as a director unless it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation.

Ohio law provides that directors are liable to the corporation if they vote for or assent to any of the following: (i) the payment of a dividend or distribution or the making of a distribution of assets to shareholders, or the purchase or redemption of the corporation’s shares, contrary in any such case to law or the corporation’s articles; (ii) a distribution of assets to shareholders during the winding up of the affairs of the corporation, on dissolution or otherwise, without the payment of all known obligations of the corporation or without making adequate provision for such payment; or (iii) the making of a loan, other than in the usual course of business, to an officer, director or shareholder of the corporation that was not approved by a majority of the disinterested directors of the corporation upon their determination that the making of the loan could reasonably be expected to benefit the corporation.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form 10 with respect to the Class A Common Shares of ours that you will receive in the spin-off. This information statement does not contain all of the information set forth in the Form 10 registration statement and the exhibits thereto. Statements made in this information statement relating to the contents of any contract, agreement or other document are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document, with each such statement being qualified in all respects by reference to the document to which it refers. You may review a copy of our Form 10 registration statement, including its exhibits, at the Securities and Exchange Commission’s public reference room, located at 100 F Street, N.E., Washington, DC 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the Securities and Exchange Commission. You may obtain further information from the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition,

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copies of the Form 10 registration statement and related documents may be obtained through the SEC Internet site at http://www.sec.gov.

As a result of the spin-off, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file reports, proxy statements and other information with the Securities and Exchange Commission. After the spin-off, these reports, proxy statements and other information may be inspected and copied at the public reference facilities of the Securities and Exchange Commission listed above or inspected without charge at the Securities and Exchange Commission’s Internet site.

After the spin-off, we intend to furnish holders of our shares with annual reports containing consolidated financial statements audited by an independent accounting firm.

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SCRIPPS NETWORKS AND INTERACTIVE MEDIA BUSINESSES
OF THE E.W. SCRIPPS COMPANY

INDEX TO COMBINED FINANCIAL STATEMENTS

	Page
Audited Combined Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Combined Balance Sheets as of December 31, 2007 and 2006		F-3
Combined Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005		F-4
Combined Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005		F-5
Combined Statements of Changes in Parent Company’s Equity for the Years Ended December 31, 2007, 2006 and 2005		F-6
Notes to Combined Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders,
The E.W. Scripps Company

We have audited the combined balance sheets of Scripps Networks and Interactive Media businesses of The E.W. Scripps Company (the “Company”) as of December 31, 2007 and 2006, and the related combined statements of operations, cash flows, and changes in parent company’s equity for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule at page S-2. The combined financial statements include the accounts of the national networks and interactive media related subsidiaries and businesses of The E.W. Scripps Company (“Scripps”) which are under the common ownership, control and oversight of Scripps. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the combined financial statements of the Company include allocations of certain general corporate overhead expenses from Scripps. These costs may not be reflective of the actual level of costs which would have been incurred had the Company operated as a separate entity apart from Scripps.

As discussed in Note 3 to the combined financial statements, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes an Interpretation of Statement of Financial Accounting Standards (“SFAS”) Statement No. 109, effective January 1, 2007, the provisions of SFAS No. 123(R) (revised 2004), Share Based Payment, effective January 1, 2006 and the provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, effective December 31, 2006.

Deloitte & Touche LLP

Cincinnati, Ohio
March 26, 2008

F-2

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Combined Balance Sheets

	As of December 31,
	2007		2006
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	12,532	$	18,961
Accounts and notes receivable (less allowances — 2007, $3,945; 2006, $10,444)		364,824		331,864
Programs and program licenses		212,868		176,951
Other current assets		12,533		15,061
Assets of discontinued operations		—		61,237
Total current assets		602,757		604,074
Investments		38,444		22,483
Property, plant and equipment, net		173,255		132,789
Goodwill and other intangible assets:
Goodwill		665,154		963,764
Other intangible assets, net		129,385		248,409
Total goodwill and other intangible assets, net		794,539		1,212,173
Other assets:
Programs and program licenses (less current portion)		261,607		246,176
Unamortized network distribution incentives		135,367		155,578
Prepaid pension		—		420
Other non-current assets		11,858		11,259
Total other assets		408,832		413,433
Total Assets	$	2,017,827	$	2,384,952
LIABILITIES AND PARENT COMPANY’S EQUITY
Current liabilities:
Accounts payable	$	8,010	$	8,864
Customer deposits and unearned revenue		15,018		13,669
Accrued liabilities:
Employee compensation and benefits		28,780		25,054
Accrued marketing and advertising costs		17,587		21,501
Other accrued liabilities		38,448		34,408
Other current liabilities		36,737		48,661
Liabilities of discontinued operations		—		19,719
Total current liabilities		144,580		171,876
Deferred income taxes		115,474		86,200
Long-term debt		503,361		764,956
Other liabilities (less current portion)		102,626		57,410
Commitments and contingencies (Note 20)
Total liabilities		866,041		1,080,442
Minority interests		138,498		118,932
Parent Company’s Equity:
Parent company’s investments, net		971,889		1,141,655
Accumulated other comprehensive income		41,399		43,923
Total parent company’s equity		1,013,288		1,185,578
Total Liabilities and Parent Company’s Equity	$	2,017,827	$	2,384,952

See Notes to Combined Financial Statements

F-3

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Combined Statements of Operations

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Operating Revenues:
Advertising	$	928,758		$	835,848		$	726,604
Referral fees		254,343			269,377			98,409
Network affiliate fees, net		235,248			194,662			167,012
Other		22,916			23,582			10,436
Total operating revenue		1,441,265			1,323,469			1,002,461
Costs and Expenses:
Employee compensation and benefits		243,222			206,142			147,708
Programs and program licenses		239,343			196,052			173,823
Marketing and advertising		186,999			211,109			138,998
Other costs and expenses		179,545			171,473			135,885
Total costs and expenses		849,109			784,776			596,414
Depreciation, Amortization, and Losses:
Depreciation		41,248			29,020			19,599
Amortization of intangible assets		45,446			41,685			17,614
Losses on disposal of property, plant and equipment		687			564			43
Write-down of uSwitch goodwill and intangible assets		411,006			—			—
Total depreciation, amortization, and losses		498,387			71,269			37,256
Operating income		93,769			467,424			368,791
Interest expense		(36,770	)		(54,045	)		(36,961	)
Equity in earnings of affiliates		17,603			13,378			11,120
Miscellaneous, net		3,951			696			(293	)
Income from continuing operations before income taxes and minority interests		78,553			427,453			342,657
Provision for income taxes		126,387			120,877			112,346
Income (loss) from continuing operations before minority interests		(47,834	)		306,576			230,311
Minority interests		82,534			72,796			54,431
Income (loss) from continuing operations		(130,368	)		233,780			175,880
Income (loss) from discontinued operations, net of tax		3,961			(41,856	)		(117,032	)
Net income (loss)	$	(126,407	)	$	191,924		$	58,848

See Notes to Combined Financial Statements

F-4

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Combined Statements of Cash Flows

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Cash Flows from Operating Activities:
Net income (loss)	$	(126,407	)	$	191,924		$	58,848
Loss (income) from discontinued operations		(3,961	)		41,856			117,032
Depreciation and intangible assets amortization		86,694			70,705			37,213
Write-down of goodwill and intangible assets		411,006			—			—
Amortization of program assets		230,420			191,954			166,202
Amortization of networks distribution costs		27,016			30,589			29,808
Non-cash stock compensation expense		13,437			13,345			5,905
Equity in earnings of affiliates		(17,603	)		(13,378	)		(11,120	)
Minority interest in income of subsidiary companies		82,534			72,796			54,431
Payments for programming		(291,713	)		(287,494	)		(218,377	)
Capitalized network distribution incentives		(10,085	)		(23,206	)		(29,024	)
Dividends received from equity investments		5,365			10,440			8,312
Prepaid and accrued pension expense		5,426			5,201			(1,668	)
Deferred income taxes		12,733			(259	)		19,164
Changes in certain working capital accounts (Note 17)		(50,281	)		(22,716	)		(78,893	)
Other, net		8,640			11,386			8,851
Net cash provided by continuing operating activities		383,221			293,143			166,684
Net cash used in discontinued operating activities		(16,181	)		(25,409	)		(11,952	)
Net operating activities		367,040			267,734			154,732
Cash Flows from Investing Activities:
Purchase of subsidiary companies		(29,880	)		(372,157	)		(522,786	)
Additions to property, plant and equipment		(73,093	)		(40,417	)		(29,026	)
Other, net		(242	)		(98	)		(243	)
Net cash used in continuing investing activities		(103,215	)		(412,672	)		(552,055	)
Net cash provided by (used in) discontinued investing activities		60,406			120,627			(10,288	)
Net investing activities		(42,809	)		(292,045	)		(562,343	)
Cash Flows from Financing Activities:
Increase in long-term debt		—			—			293,959
Payments on long-term debt		(261,282	)		(59,611	)		—
Dividends paid to minority interests		(62,968	)		(38,157	)		(29,042	)
Change in parent company investment, net		(3,557	)		136,517			148,234
Net financing activities		(327,807	)		38,749			413,151
Effect of exchange rate changes on cash and cash equivalents		(2,853	)		(1,437	)		9
(Decrease) increase in cash and cash equivalents		(6,429	)		13,001			5,549
Cash and cash equivalents:
Beginning of year		18,961			5,960			411
End of year	$	12,532		$	18,961		$	5,960

See Notes to Combined Financial Statements

F-5

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Combined Statements of Changes in Parent Company’s Equity

				Accumulated
	Parent			Other			Total Parent
	Company			Comprehensive			Company			Comprehensive
	Investment			Income (Loss)			Equity			Income
	(In thousands)
Balance at January 1, 2005	$	587,450		$	53		$	587,503
Comprehensive income:
Net income		58,848						58,848		$	58,848
Currency translation		—			340			340			340
Minimum pension liability, net of income taxes of $ 59		—			(109	)		(109	)		(109	)
Total comprehensive income										$	59,079
Net transfer from parent		150,738			—			150,738
Balance at December 31, 2005		797,036			284			797,320
Comprehensive income:
Net income		191,924						191,924		$	191,924
Currency translation		—			45,301			45,301			45,301
Pension liability adjustment, net of income taxes of $ 720		—			(1,082	)		(1,082	)		(1,082	)
Total comprehensive income										$	236,143
Adjustment to initially apply FAS 158, net of income taxes of $ 348		—			(580	)		(580	)
Net transfer from parent		152,695			—			152,695
Balance at December 31, 2006		1,141,655			43,923			1,185,578
Comprehensive income:
Net income (loss)		(126,407	)					(126,407	)	$	(126,407	)
Currency translation, net of income taxes of $(1,185)		—			8,248			8,248			8,248
Pension liability adjustment, net of income taxes of $ 6,301		—			(10,772	)		(10,772	)		(10,772	)
Total comprehensive income (loss)										$	(128,931	)
FIN 48 transition adjustment		(29,724	)		—			(29,724	)
Net transfer to parent		(13,635	)		—			(13,635	)
Balance at December 31, 2007	$	971,889		$	41,399		$	1,013,288

See Notes to Combined Financial Statements

F-6

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements

1.   Formation of the Company and Basis of Presentation

The Separation

On October 16, 2007, The E. W. Scripps Company (“E. W. Scripps”) announced that its Board of Directors had authorized Scripps management to pursue a plan to separate E. W. Scripps into two independent, publicly-traded companies (the “Separation”) through the spin-off of Scripps Networks Interactive, Inc. (the “Company” or “Scripps Networks Interactive”) to the Scripps shareholders. To effect the Separation, Scripps Networks Interactive, an Ohio corporation, was formed on October 23, 2007, as a wholly-owned subsidiary of E. W. Scripps. Prior to the Separation, the assets and liabilities of the Scripps Networks and Interactive Media businesses of E.W. Scripps will be transferred to Scripps Networks Interactive, Inc. At the time of Separation, Scripps Networks Interactive will be the parent company which will own the national television networks (“Lifestyle Media”) and the online comparison shopping services (“Interactive Services”) businesses as of the Separation date and whose shares will be owned by the existing E. W. Scripps shareholders.

Scripps intends to accomplish the Separation through the distribution of shares to E. W. Scripps shareholders in a manner which is tax-free for U.S. federal income tax purposes (the “Distribution”). Following the Distribution, E. W. Scripps shareholders will own 100 percent of the equity in both companies and each company will be an independent, publicly-owned company with a separate board of directors and management. The Distribution is subject to final approval by the E. W. Scripps Board of Directors. The Distribution is expected to occur during the beginning of the third fiscal quarter in 2008.

Basis of Presentation

The Combined Financial Statements include the operations, assets and liabilities of the historical Scripps Networks and Interactive Media businesses of E.W. Scripps, which are under common control and oversight of E.W. Scripps and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Combined Financial Statements in conformity with GAAP requires management to make a variety of decisions that affect the reported amounts and related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. These Combined Financial Statements include estimates and assumptions used in accounting for pension plans, determining the periods over which long-lived assets are depreciated or amortized as well as the fair value of such long-lived assets, evaluating the collectibility of accounts receivable, recognizing certain revenues and accounting for income taxes. Actual results could differ from those estimates and the differences could be material.

The accompanying Combined Financial Statements were prepared in connection with the Separation. These Combined Financial Statements reflect the historical combined results of operations, financial position and cash flows of the Company, which prior to the Separation was under the common control and management of E.W. Scripps. The Combined Statements of Income reflect certain general corporate overhead expenses and interest expenses allocated by E.W. Scripps to the Company. Management believes that such allocations are reasonable; however, they might not be indicative of the actual results of the Company had the Company been operating as a separate, stand-alone public company for the periods presented.

The Combined Financial Statements presented do not reflect any changes that may occur in the financing and operations of the Company as a result of the Separation. The Company is expected to have a capital structure different from the capital structure presented in the Combined Financial Statements and accordingly, interest expense is not necessarily indicative of the interest expense that the Company would have incurred as a separate, independent company. Refer to Note 15: Related Party Transactions for further information regarding the allocated expenses.

F-7

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

As a stand-alone entity, the Company expects to incur expenses that may not be comparable in future periods to what is reported for the historical periods presented in these Combined Financial Statements. However, E. W. Scripps and Company management believe that the Combined Financial Statements include all adjustments necessary for a fair presentation of the business. All inter-company balances and transactions of the Company have been eliminated.

Description of Business

The Company operates in the media industry and has interests in national television networks and internet based media outlets. The Company’s reportable segments include Lifestyle Media and Interactive Services. The Lifestyle Media segment is anchored by two of America’s most-watched national television networks, HGTV and the Food Network as well as their affiliated Web sites, and also has popular lifestyle brands DIY Network (“DIY”), Fine Living, and Great American Country (“GAC”). The Interactive Services segment operates the online comparison shopping services, Shopzilla and uSwitch. See Note 19: Segment Information for additional information about the Company’s reportable segments.

Principles of Combination

The Combined Financial Statements include the assets and liabilities used in operating Scripps Networks Interactive businesses, including entities in which the Company owns or controls more than 50 percent of the voting shares, or otherwise has the ability to control through similar rights. Investments in 20 percent-to-50 percent-owned companies and in all 50 percent-or-less-owned joint ventures and partnerships are accounted for using the equity method.

Concentration Risks

Approximately 80 percent of the Company’s operating revenues are derived from marketing services, including advertising and referral fees. Operating results can be affected by changes in the demand for such services.

The six largest cable television systems and the two largest satellite television systems provide service to more than 95 percent of homes receiving HGTV and Food Network. The loss of distribution by any of these cable and satellite television systems could adversely affect its business. While no assurance can be given regarding renewal of our distribution contracts, the Company has not lost carriage upon the expiration of its distribution contracts with any of these cable and satellite television systems in the past.

We are currently operating under an agreement with a general search engine that generates approximately 40 percent of our referral fee revenues. Our revenues could be affected if this agreement is not renewed upon expiration or if the agreement is not renewed on similar terms.

Foreign Currency Translation

Substantially all of the Company’s international subsidiaries use the local currency of their respective country as their functional currency. Assets and liabilities of such international subsidiaries are translated using end of period exchange rates while results of operations are translated based on the average exchange rates throughout the year. Equity is translated at historical exchange rates, with the resulting cumulative translation adjustment included as a component of accumulated other comprehensive income in parent company’s equity.

Monetary assets and liabilities denominated in currencies other than the functional currency are re-measured into the functional currency using end-of period exchange rates. Gains or losses resulting from such re-measurement are recorded in income. Foreign exchange gains and losses are included in Miscellaneous, net in the Combined Statement of Operations.

F-8

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

2.   Summary of Significant Accounting Policies

Cash and cash equivalents — Cash and cash equivalents include cash and debt instruments with an original maturity of less than three months.

Trade Receivables — The Company extends credit to customers based upon its assessment of the customer’s financial condition. Collateral is generally not required from customers. Allowances for credit losses are generally based upon trends, economic conditions, review of aging categories, specific identification of customers at risk of default and historical experience.

Investments — The Company maintains investments in certain private companies. The value of these investment’s can be impacted by various market risks, including interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect the amounts reported in the combined financial statements.

Property, Plant and Equipment — Property, plant and equipment, which includes internal use software, is carried at historical cost less depreciation. Costs incurred in the preliminary project stage to develop or acquire internal use software or Internet sites are expensed as incurred. Upon completion of the preliminary project stage and upon management’s authorization of the project, costs to acquire or develop internal use software, which primarily includes coding, designing system interfaces, installation and testing, are capitalized if it is probable the project will be completed and the software will be used for its intended function. Costs incurred after implementation, such as maintenance and training, are expensed as incurred.

Depreciation is computed using the straight-line method over estimated useful lives as follows:

Buildings and improvements	35 years
Leasehold improvements	Term of lease or useful life
Program production equipment	3 to 15 years
Computer hardware and software	3 to 5 years
Office and other equipment	3 to 10 years

Programs and Program Licenses — Programming is either produced by us or for us by independent production companies, or is licensed under agreements with independent producers.

Costs of programs produced by us or for us include capitalizable direct costs, production overhead, development costs, and acquired production costs. Costs to produce live programming that is not expected to be rebroadcast are expensed as incurred. Production costs for programs produced by us or for us are capitalized. Production costs for television series are charged to expense over estimated useful lives based upon expected future cash flows. Estimated future cash flows can change based upon market acceptance, advertising and network affiliate fee rates, the number of cable and satellite television subscribers receiving our networks and program usage. Accordingly, we periodically review revenue estimates and planned usage and revise our assumptions if necessary. If actual demand or market conditions are less favorable than projected, a write-down to fair value may be required. Development costs for programs that we have determined will not be produced are written off.

Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. Licensed program assets and liabilities are recorded when the programs become available for broadcast. Program licenses are not discounted for imputed interest. Program licenses are amortized based upon expected cash flows over the term of the license agreement.

The net realizable value of programs and program licenses is reviewed for impairment using a day-part methodology, whereby programs broadcast during a particular time period (such as prime time) are evaluated on an aggregate basis.

F-9

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

The portion of the unamortized balance expected to be amortized within one year is classified as a current asset.

Program rights liabilities payable within the next twelve months are included in accounts payable. Non-current program rights liabilities are included in other non-current liabilities. The carrying value of our program rights liabilities approximate fair value.

Goodwill — Goodwill represents the cost of acquisitions in excess of the fair value of the acquired businesses’ tangible assets and separately identifiable intangible assets acquired. In accordance with Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets (“FAS 142”), goodwill is not amortized but is reviewed for impairment annually at the reporting unit level. We perform our annual impairment review during the fourth quarter. A reporting unit is defined as operating segments or groupings of businesses one level below the operating segment level. Reporting units with similar economic characteristics are aggregated into a single unit when testing goodwill for impairment. The Company’s reporting units are Lifestyle Media, Shopzilla and uSwitch.

Amortizable intangible assets — The Company’s amortizable intangible assets consist, mainly, of the value assigned to acquired network distribution relationships, customer lists, and trade names.

Network distribution intangible assets represent the value assigned to an acquired programming service’s relationships with cable and satellite television systems that distribute its programs. These relationships and distribution provide the opportunity to deliver advertising and sell merchandise to viewers. We amortize these contractual relationships on straight line basis, over the terms of the distribution contracts and expected renewal periods, which approximates 15 years.

Customer lists, trade names and other intangible assets are amortized in relation to their expected future cash flows over estimated useful lives of up to 20 years.

Impairment of Long-Lived Assets — In accordance with Financial Accounting Standard No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets (“FAS 144”), long-lived assets (primarily property, plant and equipment, amortizable intangible assets and network distribution incentives) are reviewed for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate to the carrying amount of the assets. If the undiscounted cash flow is less than the carrying amount of the assets, then amortizable intangible assets are written down first, followed by other long-lived assets of the operation, to fair value. Fair value is determined based on a combination of discounted cash flows, market multiples and other indicators. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Income taxes — The Company’s taxable income has historically been included in the consolidated U.S. federal income tax return of E. W. Scripps and in returns filed by E. W. Scripps with certain state taxing jurisdictions. The Company’s income tax liability has been computed and presented in these statements as if it were a separate tax paying entity in the periods presented.

Deferred income taxes are provided for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. The temporary differences primarily result from accelerated depreciation and amortization for tax purposes, investment gains and losses not yet recognized for tax purposes and accrued expenses not deductible for tax purposes until paid. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized.

In accordance with FIN 48, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Interest and penalties associated with such tax positions are included in the tax provision. The liability for additional taxes and interest is included in Other Long-Term Obligations.

F-10

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Parent Company Investment, Net — Parent Company Investment on the Combined Balance Sheets represents E. W. Scripps’ historical investment of capital into the Company, the Company’s accumulated net earnings after taxes, and the net effect of transactions with and allocations of corporate expenses from E. W. Scripps.

Revenue Recognition — Revenue is recognized when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. When a sales arrangement contains multiple elements, such as the sale of advertising and other services, revenue is allocated to each element based upon its relative fair value. Revenue is reported net of our remittance of sales taxes, value added taxes, and other taxes collected from our customers.

Our primary sources of revenue are from:

•  The sale of broadcast and Internet advertising.

•  Referral fees and commissions from retailers and service providers.

•  Fees for programming services (“network affiliate fees”).

Revenue recognition policies for each source of revenue are described below.

Advertising:  Advertising revenue is recognized, net of agency commissions, when the advertisements are displayed. Internet advertising includes fixed duration campaigns whereby a banner, text or other advertisement appears for a specified period of time for a fee, impression-based campaigns where the fee is based upon the number of times the advertisement appears in Web pages viewed by a user, and click-through based campaigns where the fee is based upon the number of users who click on an advertisement and are directed to the advertiser’s Web site. Advertising revenue from fixed duration campaigns is recognized over the period in which the advertising appears. Internet advertising that is based upon the number of impressions delivered or the number of click-throughs is recognized as impressions are delivered or click-throughs occur.

Advertising contracts, which generally have a term of one year or less, may provide rebates, discounts and bonus advertisements based upon the volume of advertising purchased during the terms of the contracts. This requires us to make certain estimates regarding future advertising volumes. We base our estimates on various factors including our historical experience and advertising sales trends. Estimated rebates, discounts and bonus advertisements are recorded as a reduction of revenue in the period the advertisement is displayed. We revise our estimates as necessary based on actual volume realized.

Advertising contracts may guarantee the advertiser a minimum audience for the programs in which their advertisements are broadcast over the term of the advertising contracts. We provide the advertiser with additional advertising time if we do not deliver the guaranteed audience size. The amount of additional advertising time is generally based upon the percentage shortfall in audience size. If we determine we have not delivered the guaranteed audience, an accrual for “make-good” advertisements is recorded as a reduction of revenue. The estimated make-good accrual is adjusted throughout the terms of the advertising contracts.

Referral fees:  Referral fee revenue is recorded based upon the terms of the agreements with participating retailers or service providers. Referral fees that are based upon click-throughs to the retailers’ Web sites or the number of completed contracts delivered to service providers are recognized when the click-through occurs or when the completed contract is delivered. Arrangements that provide for referral fees when the customer completes a transaction or begins to receive services are recognized upon completion of the transaction or upon commencement of services by the service provider.

Certain service provider arrangements may provide for refunds in the event the customer cancels the contract with the service provider within a specified period. This requires us to estimate cancellations. We base our estimates on various factors, including our historical experience and recent trends. Estimated cancellations are recorded as a

F-11

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

reduction of referral fee revenue in the period the referral is made. We revise our estimates as necessary based upon actual cancellations.

Certain arrangements with service providers may provide for additional revenues if the number of referrals or completed contracts meet or exceed target amounts. Such additional referral fees are recognized when those targets are met or exceeded.

Network Affiliate Fees:  Cable and satellite television systems generally pay a per-subscriber fee (“network affiliate fees”) for the right to distribute our programming under the terms of long-term distribution contracts. Network affiliate fees are reported net of volume discounts earned by cable and satellite television system operators and net of incentive costs offered to system operators in exchange for initial long-term distribution contracts. Such incentives may include an initial period in which the payment of network affiliate fees by the system is waived (“free period”), cash payments to system operators (“network launch incentives”), or both. We recognize network affiliate fees as revenue over the terms of the contracts, including any free periods. Network launch incentives are capitalized as assets upon launch of our programming on the cable or satellite television system and are amortized against network affiliate fees based upon the ratio of each period’s revenue to expected total revenue over the terms of the contracts.

Network affiliate fees due to us, net of applicable discounts, are reported to us by cable and satellite television systems. Such information is generally not received until after the close of the reporting period. Therefore, reported network affiliate fee revenues are based upon our estimates of the number of subscribers receiving our programming and the amount of volume-based discounts each cable and satellite television provider is entitled to receive. We subsequently adjust these estimated amounts based upon the actual amounts of network affiliate fees received.

Marketing and Advertising Costs — Marketing and advertising costs include costs incurred to promote the businesses and to attract traffic to the Internet sites. Advertising production costs are deferred and expensed the first time the advertisement is shown. Other marketing and advertising costs are expensed as incurred.

Self-Insured Risks — The Company is self insured under the Scripps insurance programs for general liability, employee health, disability and workers’ compensations claims and certain other risks. Third party administrators are used to process claims. Estimated liabilities for unpaid claims are based on historical claims experience and are developed from actuarial valuations. While the Company re-evaluates the assumptions and reviews claims experience on an ongoing basis, actual claims paid could vary from estimated claims, which would require adjustments to expense.

Stock-Based Compensation — Certain employees of the Company have received awards of incentives and nonqualified stock options, stock appreciation rights, restricted and unrestricted Class A Common Shares and performance units under the E. W. Scripps Long-Term Incentive Plan (the “Plan”).

Stock-based compensation expense attributable to employees of the Company has been allocated in the Combined Statements of Operations. In addition, stock-based compensation expense attributable to E.W. Scripps corporate employees has been allocated to the Company based on revenue. The total allocation made to the Company for direct employees amounted to $7.9 million, $7.8 million and $2.6 million for the years ended December 31, 2007, 2006 and 2005, respectively. The total allocation made to the Company within operating expenses amounted to $13.4 million, $13.3 million, and $5.9 million for the years ended December 31, 2007, 2006 and 2005, respectively.

The Company’s compensation expense reflects the adoption by E. W. Scripps of the fair value method of accounting for share-based payments under Financial Accounting Standard No. 123(R), Share Based Payment using the modified prospective approach as of January 1, 2006. Under the modified prospective method, the provisions of FAS 123(R) are applied to awards granted after the date of adoption and to the unvested portion of awards outstanding as of that date. There are no changes in the accounting of awards which vested prior to the

F-12

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

adoption of FAS 123(R) unless the terms of those awards are subsequently modified. In accordance with FAS 123(R) compensation costs are based on the grant date fair value of the award. The fair value of awards that grant the employees the right to the appreciation of the underlying shares, such as stock options, is measured using a binomial lattice model. The fair value of awards that grant the employee the underlying shares is measured by the fair value of a Scripps Class A Common Share.

Prior period reported amounts have not been restated to apply the provision of FAS 123(R). Prior to the adoption of FAS 123(R), Scripps had applied the intrinsic value method prescribed by the provision of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.

Minority Interests — Losses attributable to non-controlling interests in subsidiary companies are included in minority interest in the Combined Statements of Income to the extent of the basis of the non-controlling investment in the subsidiary company. Losses in excess of that basis (“excess losses”) are allocated entirely to us. Subsequent profits are allocated entirely to us until such excess losses are recovered. All other profits attributable to non-controlling interests in subsidiary companies are included in minority interest in the Combined Statements of Income.

Pension — The Company has accounted for its participation in the E. W. Scripps Pension Plan and the Supplemental Executive Retirement Plan (“SERP”) as a separate, stand alone plan, which has pooled its assets with other employers. Under this method, the Company has accounted for the allocation of the benefit obligations specifically related to its employees and its estimated portion of the plan assets as allocated under the Employee Retirement Income Security Act (“ERISA”) guidelines. The total Plan’s pension expense was allocated to the Company based on the Company’s share of the service cost and benefit obligations, in addition to its expected portion of the assets. The Company had an actuarial determination of its portion of the FAS 87, Employers’ Accounting for Pensions, liabilities and expenses.

3.   Accounting Changes and Recently Issued Accounting Standards

Accounting changes

FAS 123(R):  As described, the Company’s compensation expense reflects the adoption by Scripps Networks Interactive of the fair value method of accounting for share based payments under FAS 123(R), using the modified prospective approach as of January 1, 2006. As a result of the adoption of such provision the income from continuing operations in 2006 was reduced by $8.3 million. Had the Company applied the fair value recognition of FAS 123(R) to all awards for fiscal year 2005, its 2005 net income would have decreased by $6.8 million.

FAS 158:  The Company adopted FAS 158, Accounting for Defined Benefit Pension and Other Postretirement Plans — an Amendment of FASB Statements No. 87, 88 106 and 132(R). FAS 158 requires the Company to recognize over- or under-funded status of each of its pension and postretirement plans in the combined balance sheet. The standard did not change the manner in which plan liabilities or periodic expense is measured. Changes in the funded status of the plans resulting from unrecognized prior service costs and credits and unrecognized actuarial gains and losses are recorded as a component of other comprehensive income within shareholders’ equity. The initial recognition of this standard in 2006 resulted in an increase to our Parent Company Investment of $0.6 million, which was net of a deferred income tax affect of $0.3 million.

FIN 48:  In 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109, which clarified the accounting for tax positions recognized in the financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

F-13

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

In accordance with FIN 48, the benefits of tax positions will not be recorded unless it is more likely than not that the tax position would be sustained upon challenge by the appropriate tax authorities. Tax benefits that are more likely than not to be sustained are measured at the largest amount of benefit that is cumulatively greater than a 50 percent likelihood of being realized.

The provisions of FIN 48 are effective to our financial statements as of the beginning of our 2007 fiscal year. See Note 7: Income taxes.

Recently Issued Accounting Standards

In September 2006, the FASB issued FAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective as of the beginning of the Company’s 2008 fiscal year. We do not expect a material impact to our combined financial statements upon adoption.

In February 2007, the FASB issued FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value. The provisions of FAS 159 are effective as of the beginning of the Company’s 2008 fiscal year. We do not expect a material impact to our combined financial statements upon adoption.

In June 2007, the FASB ratified EITF 06-11, Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. We do not expect a material impact to our combined financial statements upon adoption.

In December 2007, the FASB issued FAS 141(R), Business Combinations and FAS 160, Non-controlling Interests in Consolidated Financial Statements. FAS 141(R) provides guidance relating to recognition of assets acquired and liabilities assumed in a business combination. FAS 160 provides guidance related to accounting for non-controlling (minority) interests at fair value as equity in the consolidated financial statements. FAS 141(R) and FAS 160 are effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of these standards on the combined financial statements.

4.   Acquisitions

2007 — In July 2007, we reached an agreement to acquire FUM MachineWorks, Inc. d/b/a RecipeZaar.com, a user-generated recipe and community site featuring more than 230,000 recipes, for cash consideration of approximately $25.1 million. We also acquired Incando Corporation d/b/a Pickle.com, a Web site that enables users to easily organize and share photos and videos from any camera and mobile phone device, for cash consideration of approximately $4.7 million. These acquisitions are part of our broader strategy at Scripps Networks Interactive to move our online businesses beyond extensions of our networks to become multi-branded, user-centric applications that create communities of online consumers in the home, food and lifestyle categories.

2006 — On March 16, 2006, we acquired 100 percent of the common stock of uSwitch Ltd. for approximately $383 million in cash. Assets acquired in the transaction included approximately $10.9 million of cash. The acquisition enabled us to extend the reach of our interactive services businesses into essential home services and international markets.

2005 — On June 27, 2005, we acquired 100 percent ownership of Shopzilla for approximately $570 million in cash. Assets acquired in the transaction included approximately $34 million of cash and $12.3 million of short-term

F-14

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

investments. The acquisition enabled us to capitalize on the rapid growth and rising profitability of specialized Internet search businesses and expand our electronic media platform.

The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the dates of acquisition. The allocations of the purchase prices summarized below reflect final values assigned which may differ from preliminary values reported in the financial statements for prior periods.

	For the Years Ended December 31,
	2007			2006			2005
	RecipeZaar/
	Pickle			uSwitch			Shopzilla
	(In thousands)
Short-term investments	$	—		$	—		$	12,279
Accounts receivable		135			9,486			12,670
Other current assets		95			583			8,046
Property, plant and equipment		4,787			5,368			25,728
Amortizable intangible assets		—			129,095			142,400
Goodwill		24,934			274,114			401,492
Other assets		—			—			138
Net operating loss carryforwards		—			—			23,499
Total assets acquired	$	29,951		$	418,646		$	626,252
Current liabilities		(71	)		(13,251	)		(24,195	)
Deferred income tax		—			(33,238	)		(66,271	)
Other long-term obligations		—			—			(719	)
Net purchase price	$	29,880		$	372,157		$	535,067

Pro forma results of operations, assuming the uSwitch acquisition had taken place at the beginning of 2006, are included in the following table. The pro forma information includes adjustments for interest expense that would have been incurred to finance the acquisition, additional depreciation and amortization of the assets acquired and excludes pre-acquisition transaction related expenses incurred by the acquired companies. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period. Pro forma results are not presented for the other acquisitions completed during 2007 because the combined results of operations would not be significantly different from reported amounts.

	December 31, 2006
	(In thousands)
	(Unaudited)
Operating revenues	$	1,333,738
Income from continuing operations	$	230,625

5.   Discontinued Operations

In the first quarter of 2006, the Company undertook a deliberate and careful assessment of strategic alternatives for Shop At Home which resulted in the sale of the operations of the Shop At Home television network and certain assets to Jewelry Television in June 2006 for approximately $17 million in cash. Jewelry Television also assumed a number of Shop At Home’s television affiliation agreements. The Company also reached agreement in the third quarter of 2006 to sell the five Shop At Home-affiliated broadcast television stations for cash consideration of $170 million. On December 22, 2006, the Company closed the sale for the three stations located in San Francisco,

F-15

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

CA, Canton, OH and Wilson, NC. The sale of the two remaining stations located in Lawrence, MA, and Bridgeport, CT closed on April 24, 2007.

In accordance with the provisions of FAS 144, the results of businesses held for sale or that have ceased operations are presented as discontinued operations within our results of operations. Accordingly, these businesses have also been excluded from segment results for all periods presented.

Operating results for the Company’s discontinued operations were as follows:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Operating revenues	$	1,323		$	168,183		$	359,256
Income (loss) from operations	$	1,146		$	(57,371	)	$	(141,427	)
Loss from divestiture		(255	)		(10,431	)		—
Income (loss) from discontinued operations, before tax		891			(67,802	)		(141,427	)
Income taxes (benefit)		(3,070	)		(25,946	)		(24,395	)
Income (loss) from discontinued operations	$	3,961		$	(41,856	)	$	(117,032	)

Loss from discontinued operations in 2005 reflects an impairment charge of $103.1 million to reduce the carrying value of our Shop At Home segment’s goodwill and intangible assets to their fair values.

The loss on divestiture in 2006 includes $12.1 million of losses on the sale of property and other assets to Jewelry Television. These losses were partially offset by a $1.6 million gain that was recognized related to the sale of three of the Shop At Home-affiliated television stations.

Upon reaching agreement to sell the five Shop At Home-affiliated broadcast television stations in 2006, the Company recognized a $7.5 million impairment charge to reduce the carrying value of the stations’ FCC licenses to their fair value.

Shop At Home’s loss from operations in 2006 also includes a $6.4 million pre-tax charge to write-down assets on the Shop At Home television network, $13.7 million in costs associated with employee termination benefits and $2.5 million in costs associated with the termination of long-term agreements.

Information regarding employee benefits and long term contract termination accruals is as follows:

						Balance as of
	2006					December 31,
	Charges		Cash Paid			2006
	(In thousands)
Employee termination benefits	$	13,653	$	(13,653	)	$	—
Other long term agreement costs		2,532		(1,419	)		1,113
Total	$	16,185	$	(15,072	)	$	1,113

Information regarding long-term accruals for 2007 is as follows:

	Balance as of								Balance as of
	December 31,		2007						December 31,
	2006		Adjustments			Cash Paid			2007
	(In thousands)
Other long term agreement costs	$	1,113	$	(905	)	$	(208	)	$	—
Total	$	1,113	$	(905	)	$	(208	)	$	—

F-16

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Assets and liabilities of our discontinued operations consisted of the following:

	As of December 31,
	2006
	(In thousands)
Assets:
Property, plant and equipment	$	4,738
Intangible assets		55,923
Other assets		576
Assets of discontinued operations	$	61,237
Liabilities:
Deferred income taxes	$	19,277
Other liabilities		442
Liabilities of discontinued operations	$	19,719

6.   Asset write-downs and other charges and credits

Income from continuing operations was affected by the following:

2007 — In conjunction with impairment tests of goodwill and intangible assets, we determined that the carrying value of our uSwitch business exceeded its fair value. Accordingly, our 2007 results include a write-down of goodwill and other intangible assets totaling $411 million, including $312 million of nondeductible goodwill.

Due to changes in a distribution agreement at our Shopzilla business, we wrote down intangible assets to reflect that certain components of the contract were not continued. This resulted in a charge to amortization of $5.2 million that reduced year-to-date net income $3.3 million.

We changed our estimate of the realizable value of certain uSwitch tax benefits recorded in prior periods. Income from continuing operations was reduced by $9.5 million.

2006 — We modified filing positions in certain state and local tax jurisdictions in which we operate, including filing amended returns for prior periods, and changed estimates for unrealizable state operating loss carry-forwards. These items reduced the tax provision and increased income from continuing operations by $15.8 million.

7.   Income taxes

Our financial statements recognize the current and deferred income tax consequences that results from our activities during the periods presented in accordance with the provisions of FAS 109, as if we were a separate, stand-alone taxpayer rather than a member of E. W. Scripps’ consolidated income tax return group.

Current and deferred income tax expenses have been computed on a separate tax return basis. These calculations reflect what our estimated historical income taxes would have been as a stand-alone company.

Our taxable results are included in the consolidated U.S. federal income tax return, consolidated unitary return in certain states, and other separate state income tax returns filed by E. W. Scripps. Included in E. W. Scripps federal and state income tax returns is their proportionate share of the taxable income or loss of partnerships and incorporated limited liability companies that have been elected to be treated as partnerships for tax purposes (“pass-through entities”). Our combined financial statements do not include any provision (benefit) for income taxes on the income (loss) of pass-through entities attributed to the non-controlling interests.

F-17

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Food Network is operated under the terms of a general partnership agreement. Fine Living is a limited liability company and is treated as a partnership for tax purposes. As a result, federal and state income taxes for these pass-through entities accrue to the individual partners.

Combined income before income taxes consists of the following:

	For the Years Ended December 31,
	2007			2006		2005
	(In thousands)
Income (loss) allocated to SNI	$	(4,130	)	$	354,549	$	288,226
Income of pass-through entities allocated to non-controlling interests		82,683			72,904		54,431
Income from continuing operations before income taxes and minority interest	$	78,553		$	427,453	$	342,657

Provision for income taxes consists of the following:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Current:
Federal	$	112,552		$	114,147		$	87,637
Tax benefits from NOLs		(7,489	)		(22,763	)		(17,482	)
Federal, net		105,063			91,384			70,155
State and local		16,536			22,286			19,972
Tax benefits from NOLs		(12,292	)		—			—
State and local, net		4,244			22,286			19,972
Foreign		(1,283	)		62			—
Total		108,024			113,732			90,127
Tax benefits of compensation plans allocated to additional paid-in capital		514			1,266			1,281
Total current income tax provision		108,538			114,998			91,408
Deferred:
Federal		(2,115	)		14,572			19,624
Other		14,848			(9,761	)		1,255
Total		12,733			4,811			20,879
Deferred tax allocated to other comprehensive income		5,116			1,068			59
Total deferred income tax provision		17,849			5,879			20,938
Provision for income taxes	$	126,387		$	120,877		$	112,346

F-18

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

The following table reconciles our effective income tax rate to the U.S. federal statutory income tax rate:

	For the Years Ended December 31,
	2007			2006			2005
U.S. federal statutory income tax rate		35.0	%		35.0	%		35.0	%
Effect of:
U.S. state and local income taxes, net of federal income tax benefit		2.8			3.3			3.8
Income of pass-through entities allocated to non-controlling interests		(6.0	)		(6.0	)		(5.6	)
Section 199 — Production Activities Deduction		(1.8	)		(.8	)		(.7	)
Interest expense tax benefits from uSwitch		(1.3	)		(.7	)		—
Adjustment of net operating loss carryforward valuation allowances		1.9			(2.1	)		—
Miscellaneous		1.6			(.4	)		.3
Effective income tax rate excluding effects of uSwitch impairment		32.2	%		28.3	%		32.8	%
Impact of uSwitch impairment		128.7			—			—
Effective income tax rate		160.9	%		28.3	%		32.8	%

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liabilities (assets) were as follows:

	As of December 31,
	2007			2006
	(In thousands)
Deferred tax assets:
Accrued expenses not deductible until paid	$	(2,395	)	$	(3,280	)
Deferred compensation and retiree benefits not deductible until paid		(24,486	)		(14,837	)
Tax basis capital loss and credit carryforwards		(999	)		(1,643	)
Federal net operating loss carryforwards		(6,006	)		(13,495	)
State and foreign net operating loss carryforwards		(10,954	)		(21,066	)
		(44,840	)		(54,321	)
Deferred tax liabilities:
Property, plant and equipment		7,783			14,402
Goodwill and other intangible assets		41,328			76,292
Investments, primarily gains and losses not yet		68,186			41,875
recognized for tax purposes
Programs and program licenses		25,689			(220	)
Other temporary differences, net		5,093			4,041
		148,079			136,390
Valuation allowance		12,235			4,131
Net deferred tax liability	$	115,474		$	86,200

Acquired federal net operating loss carryforwards totaled $17.2 million at December 31, 2007. The federal net operating loss carryforwards expire between 2018 and 2024. We expect to be able to fully utilize the carryforwards on our federal income tax returns.

F-19

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Total state net operating loss carryforwards were $90 million at December 31, 2007. Our state tax loss carryforwards expire between 2008 and 2026. Because separate state income tax returns are filed for certain of our subsidiary companies, we are not able to use state tax losses of a subsidiary company to offset state taxable income of another subsidiary company.

Federal and state carryforwards are recognized as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance. Changes in estimates on valuation allowances related to federal and state operating loss carryforwards reduced our tax provision $8.8 million in 2006.

At December 31, 2007, we had $31.6 million of net operating loss carryforwards of our U.K. subsidiary. Although these carryforwards are subject to unlimited carryforward periods, the deferred tax assets were reduced by a valuation allowance of $9.5 million as it is more likely than not that these loss carryforwards will not be realized.

Undistributed earnings of foreign subsidiaries were not included in our consolidated federal income tax returns that could be subject to additional U.S. or foreign tax if remitted totaled $0.8 million as of December 31, 2007. No provision for U.S. or foreign income tax has been made on these undistributed earnings as management intends to remit only the portions of such earnings that would be offset by U.S. foreign tax credits and intends to reinvest the remainder outside the U.S. indefinitely. As a result, for this portion of the unremitted earnings it is not practicable to estimate the amount of deferred income taxes.

Effective January 1, 2007, we adopted FIN 48, Accounting for Uncertainty in Income Taxes. In accordance with FIN 48, we recognized a $29.7 million increase in our liability for unrecognized tax benefits, interest, and penalties with a corresponding decrease to the January 1, 2007 balance of retained earnings. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:

	(In thousands)
Gross unrecognized tax benefits at January 1, 2007	$	42,614
Increases in tax positions for prior years		345
Decreases in tax positions for prior years		(719	)
Increases in tax positions for current year		13,853
Settlements		—
Lapse in statute of limitations		(4,713	)
Gross unrecognized tax benefits at December 31, 2007	$	51,380

The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $51.4 million at December 31, 2007. We accrue interest and penalties related to unrecognized tax benefits in our provision for income taxes. At December 31, 2007, we had accrued interest related to unrecognized tax benefits of $8.2 million.

We file income tax returns in the U.S. and in various states, local and foreign jurisdictions. We are routinely examined by tax authorities in these jurisdictions. At December 31, 2007, we had been examined by the Internal Revenue Service (“IRS”) through calendar year 2001. In addition, a number of state and local examinations are currently ongoing. It is possible that these examinations may be resolved within twelve months. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $10 million.

F-20

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Our tax years for 2002 and 2004 and forward are subject to examination by the tax authorities. With a few exceptions, the Company is no longer subject to federal, state, local or foreign examinations by tax authorities for 2003 or years before 2002.

8.   Investments

The approximate ownership interest in each of our equity method investments and their respective investment balances were as follows:

	Ownership			As of December 31,
	Interest			2007		2006
				(In thousands)
HGTV Canada		33.00	%	$	21,809	$	13,083
Food Canada		29.00	%		9,977		6,360
Fox-BRV Southern
Sports Holdings		7.25	%		6,658		3,040
Total investments				$	38,444	$	22,483

We regularly review our investments to determine if there have been any other-than-temporary declines in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate among other factors, the extent to which costs exceed fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near term prospects of the investee. No impairments were recognized on any of our equity method investments in 2007, 2006, or 2005.

In 2007, we contributed our 12 percent interest in Fox Sports Net South for a 7.25 percent interest in Fox-BRV Southern Sports Holdings, LLC (“Fox-BRV”). Fox-BRV will manage and operate both the Sports South and Fox Sports Net South regional television networks.

9.  Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	As of December 31,
	2007			2006
	(In thousands)
Land and improvements	$	11,865		$	6,280
Buildings and improvements		68,157			56,129
Equipment		129,883			106,493
Computer software		92,325			56,616
Total		302,230			225,518
Accumulated depreciation		(128,975	)		(92,729	)
Property, plant and equipment, net	$	173,255		$	132,789

F-21

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

10.   Goodwill and Intangible Assets

Goodwill and other intangible assets consisted of the following:

	As of December 31,
	2007			2006
	(In thousands)
Goodwill	$	665,154		$	963,764
Other intangible assets:
Amortizable intangible assets:
Carrying amount:
Acquired network distribution		43,415			43,415
Customer lists		214,269			192,086
Copyrights and other trade names		52,844			34,284
Other		26,586			43,099
Total carrying amount		337,114			312,884
Accumulated amortization:
Acquired network distribution		(10,563	)		(7,758	)
Customer lists		(146,050	)		(35,639	)
Copyrights and other trade names		(34,789	)		(5,425	)
Other		(16,327	)		(15,653	)
Total accumulated amortization		(207,729	)		(64,475	)
Total other intangible assets, net		129,385			248,409
Total goodwill and other intangible assets, net	$	794,539		$	1,212,173

In the course of performing impairment reviews in accordance with FAS 142 and FAS 144, we determined that the goodwill and other intangible assets of the uSwitch business were impaired. The impairment was due primarily to the general decline in energy switching activity and the negative impact this decline is expected to have on uSwitch’s future results. Accordingly, a pretax write-down of goodwill and other intangible assets totaling $411 million was recorded in 2007. To determine the fair value of our reporting units and other intangible assets, we used market data and discounted cash flow analyses. No other impairment losses were recorded in 2007 or 2006.

F-22

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Activity related to goodwill and amortizable intangible assets by business segment was as follows:

	Lifestyle			Interactive
	Media			Services			Total
	(In thousands)
Goodwill:
Balance as of December 31, 2005	$	240,502		$	401,492		$	641,994
Business acquisitions		—			288,817			288,817
Other adjustments		—			(1,774	)		(1,774	)
Foreign currency translation adjustment		—			34,727			34,727
Balance as of December 31, 2006	$	240,502		$	723,262		$	963,764
Business acquisitions		24,934			—			24,934
Adjustment of purchase price allocations		—			(14,703	)		(14,703	)
Write down of uSwitch		—			(312,116	)		(312,116	)
Foreign currency translation adjustment		—			3,275			3,275
Balance as of December 31, 2007	$	265,436		$	399,718		$	665,154
Amortizable intangible assets:
Balance as of December 31, 2005	$	41,093		$	128,116		$	169,209
Business acquisitions		—			108,091			108,091
Reclass from other indefinite-lived intangible assets		919			—			919
Foreign currency translation adjustment		—			11,875			11,875
Amortization		(3,305	)		(38,380	)		(41,685	)
Balance as of December 31, 2006	$	38,707		$	209,702		$	248,409
Other additions		—			40			40
Adjustment of purchase price allocations		—			21,004			21,004
Write down of uSwitch		—			(98,890	)		(98,890	)
Foreign currency translation adjustment, inclusive of impact of purchase price adjustments		—			4,268			4,268
Amortization		(3,269	)		(42,177	)		(45,446	)
Balance as of December 31, 2007	$	35,438		$	93,947		$	129,385
Other indefinite-lived intangible assets:
Balance as of December 31, 2005	$	919		$	—		$	919
Reclass to amortizable intangible assets		(919	)		—			(919	)
Balance as of December 31, 2006	$	—		$	—		$	—
Balance as of December 31, 2007	$	—		$	—		$	—

The goodwill acquired in the uSwitch acquisition is not expected to be deductible for income tax purposes.

Estimated amortization expense of intangible assets for each of the next five years is expected to be $21.9 million in 2008, $21.7 million in 2009, $18.4 million in 2010, $16.8 million in 2011, $14.6 million in 2012 and $36.0 million in later years.

F-23

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

11.   Programs and Program Licenses

Programs and program licenses consisted of the following:

	As of December 31,
	2007			2006
	(In thousands)
Cost of programs available for broadcast	$	977,180		$	815,631
Accumulated amortization		(658,613	)		(526,825	)
Total		318,567			288,806
Progress payments on programs not yet available for broadcast		155,908			134,321
Total programs and program licenses	$	474,475		$	423,127

In addition to the programs owned or licensed by us included in the table above, we have commitments to license certain programming that is not yet available for broadcast. Such program licenses are recorded as assets when the programming is delivered to us and is available for broadcast. These contracts may require progress payments or deposits prior to the program becoming available for broadcast. Remaining obligations under contracts to purchase or license programs not yet available for broadcast totaled approximately $116 million at December 31, 2007. If the programs are not produced, our commitment to license the program would generally expire without obligation.

Progress payments on programs not yet available for broadcast and the cost of programs and program licenses capitalized totaled $287 million in 2007, $285 million in 2006 and $208 million in 2005.

Estimated amortization of recorded program assets and program commitments for each of the next five years is as follows:

	Programs		Programs not
	Available for		Yet Available
	Broadcast		for Broadcast		Total
	(In thousands)
2008	$	169,244	$	77,635	$	246,879
2009		91,293		88,943		180,236
2010		45,488		53,964		99,452
2011		12,542		32,500		45,042
2012		—		15,346		15,346
Later years		—		3,599		3,599
Total	$	318,567	$	271,987	$	590,554

Actual amortization in each of the next five years will exceed the amounts presented above as our national television networks will continue to produce and license additional programs.

F-24

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

12.   Unamortized Distribution Incentives

Unamortized network distribution incentives consisted of the following:

	As of December 31,
	2007		2006
	(In thousands)
Network launch incentives	$	90,542	$	111,380
Unbilled affiliate fees		44,825		44,198
Total unamortized network distribution incentives	$	135,367	$	155,578

We capitalized launch incentive payments totaling $0.4 million in 2007, $1.2 million in 2006 and $1.2 million in 2005.

Amortization recorded as a reduction to affiliate fee revenue in the combined financial statements, and estimated amortization of recorded network launch incentives for each of the next five years, is presented below.

	(In thousands)
Amortization for the year ended December 31,
2007	$	27,016
2006		30,589
2005		29,808
Estimated amortization for the year ending December 31,
2008	$	31,895
2009		35,118
2010		24,890
2011		25,505
2012		14,752
Later years		3,207
Total	$	135,367

Actual amortization could be greater than the above amounts as additional incentive payments may be capitalized as we expand distribution of our networks.

13.   Long Term Debt

Long-term debt consisted of the following:

	As of December 31,
	2007		2006
	(In thousands)
Due to E. W. Scripps	$	503,361	$	764,956

E. W. Scripps utilizes a centralized approach to cash management and financing of its operations. Based on the historical funding requirements of the Company using historical data, all of E. W. Scripps’ consolidated third party debt and related interest expense has been allocated to the Company. Interest expense also reflects the effect of E. W. Scripps interest rate swap agreement designated as a fair value hedge. For 2007, 2006, and 2005, E. W. Scripps has allocated to Scripps Networks Interactive interest expense which includes amortization of debt issuance cost of $35.5 million, $52.1 million, and $35 million, respectively.

F-25

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Management believes the allocation basis for debt, interest expense, and the interest rate swap agreement is reasonable based on the historical financing needs of Company. However, these amounts may not be indicative of the actual amounts that the Company would have incurred had the Company been operating as an independent publicly-traded company for the periods presented. Prior to the Separation date, the Company expects to issue third-party debt based on an anticipated initial post-separation capital structure for the Company. The amount of debt which could be issued or assigned may materially differ from the amounts presented herein. The allocated debt amounts have been classified on the Combined Balance Sheets based on the maturities of E. W. Scripps’ underlying debt. When the allocated debt is replaced with third party debt, the maturities of such debt will be determined. As of December 31, 2007, there are no stated contractual maturities on debt due to E. W. Scripps.

14.   Other Long Term Liabilities

Other liabilities consisted of the following:

	As of December 31,
	2007		2006
	(In thousands)
Liability for pension benefits and post employment	$	39,081	$	17,503
Network distribution incentives		6,738		10,529
Deferred compensation		18,771		16,305
Tax reserve		37,793		11,607
Other		243		1,466
Other liabilities (less current portion)	$	102,626	$	57,410

The carrying value of our program rights and network distribution incentive liabilities approximate their fair value.

15.   Related Party Transactions

Cash Management

Scripps uses a centralized approach for cash management and financing of operations. The Company’s cash is available for use and is regularly “swept” by E. W. Scripps to a concentration account at its discretion. Transfers of cash both to and from E. W. Scripps’ cash management system are reflected as a component of Parent Company Investment within Parent Company Equity on the Combined Balance Sheets.

Debt and Related Items

The Company was allocated the entire amount of consolidated debt and net interest expense of E. W. Scripps. See Note 13 — Long Term Debt, for further information regarding these allocations.

Allocated Expenses

The Company was allocated general corporate overhead expenses from E. W. Scripps for corporate-related functions based on a pro-rata percentage of E. W. Scripps’ consolidated net revenue, headcount and usage. General corporate overhead expenses primarily related to centralized corporate functions, including treasury, tax, legal, internal audit, human resources, investor relations, executive and general management, information technology, and various other functions historically provided by E. W. Scripps. During the 2007, 2006 and 2005 financial years, the Company was allocated $47.2 million, $41.5 million, and $29.3 million, respectively, of general corporate overhead expenses incurred by Scripps, which are included within the Company’s expenses in the Combined Statements of Operations.

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Notes to the Combined Financial Statements — (Continued)

As discussed in Note 1, the Company believes the assumptions and methodologies underlying the allocation of general corporate overhead expenses from Scripps are reasonable. However, such expenses may not be indicative of the actual level of expenses that would have been or will be incurred by the Company if it was to operate as an independent, public-traded company. As such, the financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what it would have been had the Company been an independent, public-traded company during the periods presented.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth the agreements between E. W. Scripps and the Company with respect to the principal corporate transactions required to effect the separation and the distribution of the Company’s shares to E. W. Scripps shareholders and other agreements governing the relationship between Scripps and the Company. The distribution agreement provides that Scripps Networks Interactive and E. W. Scripps and its subsidiaries (other than Scripps Networks Interactive and its subsidiaries) will release and discharge each other from all liabilities, of any sort, including connection with the transactions contemplated by the distribution agreement, except as expressly set forth in the agreement. The releases do not release any party from, among other matters, liabilities assumed or allocated to the party pursuant to the distribution agreement or the other agreements entered into in connection with the separation or from the indemnification and contribution obligations under the distribution agreement or such other agreements.

16.   Minority Interests

Non-controlling interests hold an approximate 10 percent residual interest in Fine Living. The minority owners of Fine Living have the right to require us to repurchase their interests and we have an option to acquire their interests. The minority owners will receive the fair market value for their interests at the time their option is exercised. In 2006, we notified a minority owner that we exercised our call option on their 3.75 percent interest in Fine Living. An independent valuation process to determine the exercise price is currently underway, and the exercise will be finalized once a fair value is agreed upon. The put options on the remaining non-controlling interest in Fine Living are currently exercisable. The call options become exercisable in 2016. No amounts have been recorded in our Combined Balance Sheets related to these options.

Non-controlling interests hold an approximate 31 percent residual interest in Food Network. The Food Network’s general partnership agreement is due to expire on December 31, 2012, unless amended or extended prior to that date. In the event of such termination, the assets of the partnership are to be liquidated and distributed to the partners in proportion to their partnership interests

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Notes to the Combined Financial Statements — (Continued)

17.   Supplemental Cash Flows Information

The following table presents additional information about the changes in certain working capital accounts:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Other changes in certain working capital accounts, net:
Accounts receivable	$	(32,934	)	$	(50,383	)	$	(65,533	)
Inventory		1,516			(1,971	)		449
Other assets		1,086			(4,291	)		(1,730	)
Accounts payable		(156	)		468			(11,905	)
Accrued employee compensation and benefits		3,725			3,565			4,006
Accrued income taxes		(7,989	)		13,663			(7,004	)
Other liabilities		(15,529	)		16,233			2,824
Total	$	(50,281	)	$	(22,716	)	$	(78,893	)

Information regarding supplemental cash flow disclosures is as follows:

	For the Years Ended December 31,
	2007		2006		2005
	(In thousands)
Interest paid, excluding amounts capitalized	$	38,472	$	47,028	$	33,954
Total income taxes paid	$	—	$	—	$	—

Our taxable results are included in the consolidated state unitary and federal income tax returns of E. W. Scripps. Amounts paid in cash for taxes generally were paid by E. W. Scripps, with differences between tax expenses calculated on a separate tax return basis and cash paid by E. W. Scripps reflected as changes in Parent Company Investment.

18.   Employee Benefits Plans

The Company participates in defined benefit pension and other postretirement plans sponsored by E. W. Scripps that cover substantially all employees. Benefits are generally based upon the employee’s compensation and years of service. The Company also participates in a nonqualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is unfunded, provides defined pension benefits in addition to the defined benefit pension to eligible executives of the Company based on average earnings, years of service and age at retirement.

Substantially all employees of the Company are also covered by the E. W. Scripps-sponsored defined contribution plan. The Company matches a portion of employees’ voluntary contribution to this plan.

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Notes to the Combined Financial Statements — (Continued)

The measurement date used for the retirement plans is December 31. The components of the expense consisted of the following:

	For the Years Ended December 31,
	Defined Benefit Plans									SERP
	2007			2006			2005			2007			2006			2005
	(In thousands)
Service cost	$	3,801		$	3,649		$	3,408		$	1,251		$	778		$	650
Interest cost		2,617			2,065			1,749			1,102			880			658
Expected return on plan assets		(3,329	)		(3,026	)		(2,540	)		—			—			—
Amortization of net (gain)/loss		—			113			72			751			463			250
Amortization of prior service cost		88			42			22			(83	)		(7	)		(10	)
Curtailments		—			300			—			—			—			—
Special termination benefits		—			700			—			—			—			—
Total for defined benefit plans	$	3,177		$	3,843		$	2,711		$	3,021		$	2,114		$	1,548

	For the Years Ended December 31,
	2007		2006		2005
	(In thousands)
Total defined benefit plans expense	$	6,198	$	5,957	$	4,259
Defined contribution plans expense		3,532		2,892		1,776
Total	$	9,730	$	8,849	$	6,035

The curtailment and special termination costs incurred in 2006 are primarily attributed to the divestiture of our Shop At Home business and related severance of employees.

Assumptions used in determining the annual retirement plans expense were as follows:

	For the Years Ended December 31,
	Defined Benefit Plans									SERP
	2007			2006			2005			2007			2006			2005
Discount rate		6.00	%		5.75	%		6.00	%		6.00	%		5.75	%		6.00	%
Long-term rate of return on plan asset		8.25	%		8.25	%		8.25	%		N/A			N/A			N/A
Increase in compensation levels		5.00	%		4.50	%		4.50	%		5.00	%		4.50	%		4.50	%

The discount rate used to determine our future pension obligations is based on a dedicated bond portfolio approach that includes securities rated Aa, or better, with maturities matching our expected benefit payments from the plans. The increase in compensation levels assumption is based on actual past experience and the near-term outlook.

The expected long-term rate of return on plan assets is based upon the weighted average expected rate of return and capital market forecasts for each asset class employed. The expected rate of return on plan assets also considers our historical compounded return on plan assets for 10- and 15-year periods, which exceed our current forward-looking assumption.

The investment policy is to maximize the total rate of return on plan assets to meet the long-term funding obligations of the plan and to ensure that investments held fit within defined risk tolerances. Plan assets are invested using a combination of active management and passive investment strategies. Risk is controlled through

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Notes to the Combined Financial Statements — (Continued)

diversification among multiple asset classes, managers, styles, and securities. Risk is further controlled both at the manager and asset class level by assigning return targets and evaluating performance against these targets.

Information related to our pension plan asset allocations by asset category were as follows:

	Percent of Plan
	Assets as of						Target
	December 31,						Allocation
	2007			2006			2008
U.S.-equity securities		53	%		53	%		52	%
Non-U.S. equity securities		13	%		13	%		13	%
Fixed-income securities		34	%		34	%		35	%
Total		100	%		100	%		100	%

U.S. equity securities include common stocks of large, medium, and small companies which are predominantly U.S. based. Non-U.S. equity securities include companies domiciled outside the U.S. and American depository receipts. Fixed-income securities include securities issued or guaranteed by the U.S. Government; mortgage backed securities and corporate debt obligations, as well as investments in hedge fund products and real estate.

Obligations and Funded Status — Defined benefit plans pension obligations and funded status is actuarially valued as of the end of each fiscal year. The following table presents information about our employee benefit plan assets and obligations:

	As of December 31,
	Defined Benefit Plans						SERP
	2007			2006			2007			2006
	(In thousands)
Accumulated benefit obligation	$	39,895		$	33,263		$	19,117		$	14,197
Change in projected benefit obligation:
Projected benefit obligation as of January 1,	$	39,882		$	33,696		$	18,092		$	12,336
Service cost		3,801			3,649			1,251			778
Interest cost		2,617			2,065			1,102			880
Actuarial losses		10,289			2,282			7,195			5,266
Benefits paid		(565	)		(1,530	)		(849	)		(830	)
Plan amendments		510			709			—			(338	)
Special termination benefits		—			700			—			—
Curtailments		—			(1,689	)		—			—
Projected benefit obligation as of December 31,	$	56,534		$	39,882		$	26,791		$	18,092
Change in plan assets
Fair Value of plan assets as of January 1,	$	40,302		$	37,179		$	—		$	—
Actual return on assets		3,424			4,653			—			—
Employer contributions		—			—			849			830
Benefits paid		(565	)		(1,530	)		(849	)		(830	)
Fair Value of plan assets as of December 31,	$	43,161		$	40,302		$	—		$	—
Funded status	$	(13,373	)	$	420		$	(26,791	)	$	(18,092	)

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Notes to the Combined Financial Statements — (Continued)

Amounts recognized as assets and liabilities in the combined balance sheet consist of:

	As of December 31,
	Defined Benefit Plans					SERP
	2007			2006		2007			2006
	(In thousands)
Non-current assets	$	—		$	420	$	—		$	—
Current liabilities		—			—		(1,083	)		(589	)
Non-current liabilities		(13,373	)		—		(25,708	)		(17,503	)
Net amount recognized	$	(13,373	)	$	420	$	(26,791	)	$	(18,092	)

Amounts recognized in accumulated other comprehensive income consist of:

	As of December 31,
	Defined Benefit Plans					SERP
	2007		2006			2007			2006
	(In thousands)
Net (gain) / loss	$	6,493	$	(3,703	)	$	14,521		$	8,152
Prior service cost (credit)		1,163		735			(625	)		(705	)
Total	$	7,656	$	(2,968	)	$	13,896		$	7,447

Other changes in plan assets and benefit obligations recognized in other comprehensive income consist of:

	As of December 31,
	Defined Benefit Plans					SERP
	2007			2006		2007			2006
	(In thousands)
Net (gain) / loss	$	10,202			N/A	$	7,117			N/A
Amortization of net (gain) / loss		—			N/A		(751	)		N/A
Prior service cost (credit)		510			N/A		—			N/A
Amortization of prior service cost (credit)		(88	)		N/A		83			N/A
Total recognized in other comprehensive income		10,624			N/A		6,449			N/A
Net periodic benefit cost		3,177			N/A		3,021			N/A
Total recognized in net periodic benefit cost and other comprehensive income	$	13,801			N/A	$	9,470			N/A

Related to our defined benefit pension plans, we expect to recognize amortization from accumulated other comprehensive income into net periodic benefit costs of $0.1 million for the net actuarial loss and $0.1 million for the prior service costs during 2008. The estimated actuarial loss for our non-qualified SERP plan that will be amortized from accumulated other comprehensive income into net period benefit costs during 2008 is $1.4 million. The estimated prior service credit for our SERP plan that will be recognized in net periodic benefit costs in 2008 is $0.1 million.

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Notes to the Combined Financial Statements — (Continued)

Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:

	As of December 31,
	Defined Benefit Plans				SERP
	2007		2006		2007		2006
	(In thousands)
Accumulated benefit obligation	$	—	$	—	$	19,117	$	14,197
Projected benefit obligation		—		—		26,791		18,092
Fair value of plan assets		—		—		—		—

Assumptions used to determine the defined benefit plans benefit obligations were as follows:

	As of December 31,
	Defined Benefit Plans						SERP
	2007			2006			2007			2006
Discount rate		6.25	%		6.00	%		6.25	%		6.00	%
Rate of compensation increases		6.57	%		5.00	%		6.56	%		5.00	%

We anticipate contributing $0.9 million to fund current benefit payments for our non-qualified SERP plan in 2008. We have met the minimum funding requirements for our defined benefit pension plans. Accordingly, we do not anticipate making any contributions to these plans in 2008.

Estimated future benefit payments expected to be paid for the next ten years are as follows:

	Defined
	Benefit Plans		SERP
	(In thousands)
2008	$	852	$	912
2009		900		936
2010		1,087		869
2011		1,116		803
2012		1,395		875
2013 — 2017		11,569		7,448

19.   Segment Information

The Company determines its business segments based upon our management and internal reporting structure. Its reportable segments are strategic businesses that offer different products and services.

Lifestyle Media includes five national television networks and their affiliated Web sites, HGTV, Food Network, Fine Living, DIY and GAC; and the 7.25 percent interest in FOX-BRV Southern Sports Holdings, which comprises the Sports South and Fox Sports Net South regional television networks. The networks also operate internationally through licensing agreements and joint ventures with foreign entities. The Company owns approximately 70 percent of Food Network and approximately 90 percent of Fine Living. Each of the networks is distributed by cable and satellite television systems. Lifestyle Media earns revenue primarily from the sale of advertising time and from affiliate fees from cable and satellite television systems.

Interactive Services includes the online comparison shopping services, Shopzilla and uSwitch. Shopzilla, acquired on June 27, 2005, operates a product comparison shopping service that helps consumers find products offered for sale on the Web by online retailers. Shopzilla aggregates and organizes information on millions of products from thousands of retailers. Shopzilla also operates BizRate, a Web-based consumer feedback network

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Notes to the Combined Financial Statements — (Continued)

which collects millions of consumer reviews of stores and products each year. The Company acquired uSwitch on March 16, 2006. uSwitch operates an online comparison service that helps consumers compare prices and arrange for the purchase of a range of essential home services including gas, electricity, home phone, broadband providers, auto insurance and personal finance products, primarily in the United Kingdom. The Interactive Services businesses earn revenue primarily from referral fees and commissions paid by participating online retailers and service providers.

The accounting policies of each of the reportable segments are those described in Note 1.

Each of the segments may provide advertising, programming or other services to the other reportable segments. In addition, certain corporate costs and expenses, including information technology, pensions and other employee benefits, and other shared services, are allocated to our business segments. The allocations are generally amounts agreed upon by management, which may differ from amounts that would be incurred if such services were purchased separately by the reportable segment. Corporate assets are primarily cash and cash equivalents, property and equipment primarily used for corporate purposes, and deferred income taxes.

The Company’s chief operating decision maker (as defined by FAS 131, Segment Reporting) evaluates the operating performance of the reportable segments and makes decisions about the allocation of resources to the reportable segments using a measure we call segment profit. Segment profit excludes interest, income taxes, depreciation and amortization, divested operating units, restructuring activities investment results and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America. Lifestyle Media segment profits include equity in earnings of affiliates.

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Notes to the Combined Financial Statements — (Continued)

Information regarding our reportable segments is as follows:

	For the Years Ended December 31,
	2007			2006			2005
	(In thousands)
Segment operating revenue:
Lifestyle Media	$	1,184,901		$	1,052,403		$	903,014
Interactive Services		256,364			271,066			99,447
Total operating revenue	$	1,441,265		$	1,323,469		$	1,002,461
Segment profit (loss):
Lifestyle Media	$	605,014		$	517,572		$	414,369
Interactive Services		39,751			67,688			27,980
Corporate		(35,006	)		(33,189	)		(25,182	)
Total segment profit		609,759			552,071			417,167
Depreciation and amortization of intangibles		(86,694	)		(70,705	)		(37,213	)
Write down of uSwitch goodwill and intangible assets		(411,006	)		—			—
Interest expense		(36,770	)		(54,045	)		(36,961	)
Gain (loss) on the disposal of property, plant and equipment		(687	)		(564	)		(43	)
Miscellaneous, net		3,951			696			(293	)
Income from continuing operations before income taxes and minority interest	$	78,553		$	427,453		$	342,657
Depreciation:
Lifestyle Media	$	20,746		$	17,472		$	14,892
Interactive Services		20,501			11,423			4,392
Corporate		1			125			315
Total depreciation	$	41,248		$	29,020		$	19,599
Amortization of intangible assets:
Lifestyle Media	$	3,269		$	3,305		$	3,268
Interactive Services		42,177			38,380			14,346
Total amortization of intangible assets	$	45,446		$	41,685		$	17,614

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Notes to the Combined Financial Statements — (Continued)

	For the Years Ended December 31,
	2007		2006
	(In thousands)
Additions to property, plant and equipment:
Lifestyle Media	$	35,306	$	17,579
Interactive Services		35,564		21,534
Corporate		2,223		1,304
Total additions to property, plant and equipment	$	73,093	$	40,417
Business acquisitions and other additions to long-lived assets:
Lifestyle Media	$	317,566	$	286,130
Interactive Services		—		372,157
Corporate		—		4
Total	$	317,566	$	658,291
Assets:
Lifestyle Media	$	1,404,188	$	1,279,112
Interactive Services		607,351		1,037,262
Corporate		6,288		7,341
Total assets from continuing operations		2,017,827		2,323,715
Discontinued operations		—		61,237
Total assets	$	2,017,827	$	2,384,952

No single customer provides more than 10 percent of our revenue. The Company earns international revenues from its Shopzilla and uSwitch businesses. It also earns international revenue from HGTV and Food Network programming in international markets. Approximately 92 percent of our international revenues, which were $65.5 million in 2007, are earned in the United Kingdom markets.

Other additions to long-lived assets include investments, capitalized intangible assets, and capitalized programs and network launch incentives.

20.   Commitments and Contingencies

The Company is involved in litigation arising in the ordinary course of business, none of which is expected to result in material loss.

Minimum payments on non-cancelable operating leases at December 31, 2007 were: 2008, $15 million; 2009, $15.7 million; 2010, $14.1 million; 2011, $13.4 million; 2012, $13.4 million; and later years, $63.6 million. The Company expects its operating leases will be replaced with leases for similar facilities upon their expiration. Rental expense for cancelable and non-cancelable operating leases was $19 million in 2007, $14.5 million in 2006 and $12.4 million in 2005.

In the ordinary course of business, the Company enters into long-term contracts to obtain satellite transmission rights or to obtain other services. Liabilities for such commitments are recorded when the related services are rendered. Minimum payments on such contractual commitments at December 31, 2007, were: 2008, $33.8 million; 2009, $17.2 million; 2010, $8.3 million; 2011, $5.8 million; 2012, $5.8 million; and later years, $30.9 million. We expect these contracts will be replaced with similar contracts upon their expiration.

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Notes to the Combined Financial Statements — (Continued)

21.   Capital Stock and Compensation Plans

Incentive Plans — The employees and non-employee directors of Scripps Networks Interactive participate in the E. W. Scripps Long-Term Incentive Plan (the “Plan”) which provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted and unrestricted Class A Common Shares and performance units of E. W. Scripps. The Plan expires in 2014, except for options then outstanding. The share related disclosures herein reflect share data for Scripps Networks Interactive employees, E. W. Scripps corporate employees who will become Scripps Networks Interactive employees in connection with the Separation and E. W. Scripps non-employee directors who will become non-employee directors of Scripps Networks Interactive in connection with the Separation.

Stock Options

Stock options grant the recipient the right to purchase Class A Common Shares of E. W. Scripps at not less than 100 percent of the fair market value on the date the option is granted. Stock options granted to employees generally vest over a three year period, conditioned upon the individual’s continued employment through that period. Vesting of awards is immediately accelerated upon the retirement, death or disability of the employee or upon a change in control of E. W. Scripps. Unvested awards are forfeited if employment is terminated for other reasons. Options granted to employees prior to 2005 generally expire 10 years after grant, while options granted in 2005 and after generally have 8-year terms. Stock options granted to non-employee directors generally vest over a one-year period and have a 10-year term.

The fair values of option grants are estimated on the date of the grant using a lattice-based binomial model. The weighted average assumptions used in the model are as follows:

	For the Years Ended December 31,
	2007			2006			2005
Weighted average of stock options granted	$	12.58		$	12.75		$	11.54
Assumptions used to determine fair value:
Dividend yield		1	%		0.9	%		0.8	%
Risk-free rate of return		4.7	%		4.6	%		3.8	%
Expected life of options (years)		5.35			5.38			5.38
Expected volatility		20.6	%		21.3	%		22.2	%

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Notes to the Combined Financial Statements — (Continued)

Dividend yield considers the historical dividend yield paid and expected dividend yield over the life of the options for E. W. Scripps. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected life is an output of the valuation model, and primarily considers historical exercise patterns. Unexercised options for grants included in the historical period are assumed to be exercised at the mid-point of the current date and the full contractual term. Stock options granted prior to 2005 generally had a ten-year term. Expected volatility is based on a combination of historical share price volatility of E. W. Scripps for a longer period and the implied volatility of exchange-traded options on Scripps Class A Common Shares. The following table summarizes information about stock option transactions:

				Weighted-
				Average		Range of
	Number			Exercise		Exercise
	of Shares			Price		Prices
Outstanding at
January 1, 2005		3,815,624		$	37.04	$	13 - 54
Granted in 2005		774,700			46.93		46 - 51
Exercised in 2005		(331,966	)		24.70		17 - 49
Forfeited in 2005		(81,649	)		44.69		32 - 52
Outstanding at
December 31, 2005		4,176,709			39.71		13 - 54
Options exercisable at
December 31, 2005		2,752,901		$	36.19	$	13 - 54
Outstanding at
December 31, 2005		4,176,709		$	39.71	$	13 - 54
Granted in 2006		968,592			48.52		42 - 49
Exercised in 2006		(235,831	)		34.00		13 - 46
Forfeited in 2006		(58,687	)		47.51		32 - 52
Outstanding at
December 31, 2006		4,850,783			41.65		19 - 54
Options exercisable at
December 31, 2006		3,291,589		$	38.60	$	19 - 54
Outstanding at
December 31, 2006		4,850,783		$	41.65	$	19 - 54
Granted in 2007		802,500			48.25		41 - 49
Exercised in 2007		(100,934	)		32.27		19 - 46
Forfeited in 2007		(76,768	)		47.91		32 - 51
Outstanding at
December 31, 2007		5,475,581		$	42.70	$	20 - 54
Options exercisable at
December 31, 2007		3,906,466		$	36.67	$	20 - 54

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Notes to the Combined Financial Statements — (Continued)

The following table presents additional information about exercises of stock options.

	For the Years Ended December 31,
	2007		2006		2005
	(In thousands)
Cash received upon exercise	$	3,257	$	8,018	$	8,198
Intrinsic value (market value on date of exercise less exercise price)		1,447		3,446		8,263

Restricted Stock:

Awards of Scripps Class A Common shares (“restricted stock”) generally require no payment by the employee. Restricted stock awards generally vest over a three-year period, conditioned upon the individual’s continued employment through that period. The vesting of certain awards may also be accelerated if certain performance targets are met. Vesting of awards is immediately accelerated upon retirement, death or disability of the employee or upon a change in control of Scripps Networks Interactive or E. W. Scripps. Unvested awards are forfeited if employment is terminated for other reasons. Awards are non-transferable during the vesting period, but the shares are entitled to all the rights of an outstanding share. There are no post-vesting restrictions on shares granted to employees and non-employee directors.

At the election of the employee, restricted stock awards may be converted to restricted stock units (“RSU”) prior to vesting. RSUs are convertible into an equal number of E. W. Scripps Corporation Class A Common Shares at a specified time or times or upon the occurrence of a specified event, such as upon retirement, at the election of the employee.

Performance share awards represent the right to receive a grant of restricted shares if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded.

F-38

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Information related to restricted stock transactions is presented below:

	Number			Weighted		Range of
	of Shares			Average Price		Prices
Unvested shares at
January 1, 2005		396,948		$	39.04	$	23 - 53
Shares awarded in 2005		6,200			49.60		48 - 50
Shares vested in 2005		(176,125	)		36.37		23 - 53
Shares forfeited in 2005		(2,650	)		48.69		48 - 49
Unvested shares at
December 31, 2005		224,373		$	41.32	$	31 - 53
Shares issued for 2005 performance share awards		74,324			46.21		46 - 48
Shares awarded in 2006		50,000			48.98		49
Shares vested in 2006		(168,462	)		40.72		31 - 53
Shares forfeited in 2006		(1,300	)		47.63		47 - 48
Unvested shares at
December 31, 2006		178,935		$	46.15	$	39 - 53
Shares issued for 2006 performance share awards		76,869			48.14		45 - 49
Shares awarded in 2007		19,250			43.25		41 - 45
Shares vested in 2007		(118,608	)		45.30		40 - 53
Shares forfeited in 2007		(650	)		47.27		44 - 48
Unvested shares at
December 31, 2007		155,796		$	47.41	$	41 - 51

The following table presents additional information about restricted stock vesting:

	For the Years Ended December 31,
	2007		2006		2005
	(In thousands)
Fair value of shares vested	$	5,373	$	6,863	$	6,406

Stock Compensation Costs — Stock compensation expense reflects amounts relating to employees of Scripps Networks Interactive and an allocation of cost for E. W. Scripps corporate employees and non-employee directors based on pro-rata revenues.

F-39

Scripps Networks and Interactive Media businesses
of The E.W. Scripps Company

Notes to the Combined Financial Statements — (Continued)

Amounts recognized in 2007, 2006 and in 2005, and on a pro forma basis for 2005 assuming we had been applying the fair value provisions of FAS 123 for 2005 are as follows:

	For the Years Ended December 31,
	2007		2006		2005
	(In thousands)
Stock-based compensation:
As reported:
Stock options	$	9,368	$	8,944	$	701
Restricted stock, RSUs and performance shares		4,069		4,401		5,204
Total stock compensation as reported		13,437		13,345		5,905
Additional compensation to adjust intrinsic value to fair value		—		—		10,386
Total fair-value based stock compensation	$	13,437	$	13,345	$	16,291
Fair-value based stock compensation, net of tax:
As reported:	$	8,398	$	8,341	$	3,838
Additional compensation to adjust intrinsic value to fair value		—		—		6,751
Fair-value based stock compensation, net of tax	$	8,398	$	8,341	$	10,589

As of December 31, 2007, $9 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.7 years and $3.8 million of total unrecognized compensation cost related to restricted stock, RSU’s and performance shares is expected to be recognized over a weighted-average period of .9 years.

F-40

Scripps Networks and Interactive Media businesses

of The E.W. Scripps Company

Index to Combined Financial Statements Schedules

Valuation and Qualifying Accounts S-2

S-1

Schedule II

Valuation and Qualifying Accounts
for the Years Ended December 31, 2007, 2006 and 2005

Column A
(in thousands)	Column B		Column C		Column D		Column E		Column F
							Increase
			Additions		Deductions		(Decrease)
	Balance		Charged to		Amounts		Recorded		Balance
	Beginning		Revenues,		Charged		Acquisitions		End of
Classification	of Period		Costs, Expenses		Off-Net		(Divestitures)		Period
Allowance for Doubtful Accounts Receivable
Year Ended December 31:
2007	$	10,444	$	2,075	$	8,574			$	3,945
2006		13,887		876		4,319				10,444
2005		15,241		1,823		3,558	$	381		13,887

S-2