0000726513-01-500030.txt : 20011009 0000726513-01-500030.hdr.sgml : 20011009 ACCESSION NUMBER: 0000726513-01-500030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20011002 EFFECTIVENESS DATE: 20011002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-70684 FILM NUMBER: 1750276 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 S-8 1 forms8.htm FORM S-8 FORM S8 As filed with the Securities and Exchange Commission on October 1, 2001

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

36-1880355
(I.R.S. Employer
Identification No.)

435 North Michigan Avenue
Chicago, Illinois
(Address of principal executive offices)

60611
(Zip code)

KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN
(Full Title of the Plan)
Crane H. Kenney, Esq.
Senior Vice President, General Counsel and Secretary
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
(312) 222-9100
(Name, address, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.01 par value	75,000 shares (1)	$31.49 (2)	$2,361,750 (2)	$591

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. In addition, Preferred Stock Purchase Rights initially are attached to and trade with the shares of Common Stock being registered under this Registration Statement. The value attributed to such Rights, if any, is reflected in the market price of the Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, pursuant to Rules 457(c) and 457(h) thereunder, the average of the high and low prices of the Common Stock on September 28, 2001, as reported in the consolidated reporting system.

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by Tribune Company (the “Registrant”) are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K, as amended, for the year ended December 31, 2000;

(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended April 1 and July 1, 2001;

(c) The description of the common stock, par value $.01 per share, of the Registrant which is contained in the Registrant’s report on Form 8-A, filed with the Commission on September 8, 1983; and

(d) The description of the preferred stock purchase rights of the Registrant which is contained in the Registrant’s report on Form 8-A, filed with the Commission on December 12, 1997 and amended September 17, 1999.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by the Plan pursuant to Section 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

Article TWELFTH of the Registrant’s Restated Certificate of Incorporation provides that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Delaware law. In accordance with Section 102(b)(7) of the DGCL, the Registrant’s Restated Certificate of Incorporation provides that no directors of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director except for (i) breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends under Section 174 of the DGCL or (iv) transactions from which the director derives an improper personal benefit.

Pursuant to Section 145 of the DGCL and the Registrant’s Restated Certificate of Incorporation, the directors and officers of the Registrant are covered by Directors and Officers Liability and Corporation Reimbursement insurance policies.

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

See the attached Exhibit Index.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on this 1st day of October, 2001.

TRIBUNE COMPANY

By: /s/ John W. Madigan
John W. Madigan
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of October 1, 2001.

Signature

Title(s)

/s/ John W. Madigan
John W. Madigan

Chairman and Chief Executive Officer and Director (principal executive officer)

/s/ Dennis Fitzsimons
Dennis Fitzsimons

President, Chief Operating Officer and Director

/s/ Donald C. Grenesko
Donald C. Grenesko

Senior Vice President/Finance and Administration (principal financial officer)

/s/ R. Mark Mallory
R. Mark Mallory

Vice President and Controller (principal accounting officer)

*
Jeffrey Chandler

Director

*
Jack Fuller

Director

*
Roger Goodan

Director

*
Enrique Hernandez, Jr.

Director

*
Nancy Hicks Maynard

Director

*
Andrew J. McKenna

Director

*
Patrick G. Ryan

Director

*
William Stinehart, Jr.

Director

*
Dudley S. Taft

Director

*
Arnold R. Weber

Director

*By:/s/ Crane H. Kenney
Crane H. Kenney

Attorney-in-Fact

The Plan. Pursuant to the requirement of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and the State of Illinois, on this 1st day of October, 2001.

KTLA INC. HOURLY EMPLOYEES'
RETIREMENT PLAN

By: /s/ Donald C. Grenesko
      Donald C. Grenesko
      Chairman, Tribune Company Employee
           Benefits Committee

EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Registrant with the Securities and Exchange Commission, as indicated. All other documents listed are filed with this Registration Statement.

EXHIBIT NUMBER

DESCRIPTION OF EXHIBIT

4.1*

Amended and Restated Certificate of Incorporation of the Registrant, dated June 12, 2000 (Exhibit 3.1 to Current Report on Form 8-K dated June 12, 2000)

4.2*

By-Laws of the Registrant, as amended an in effect on June 12, 2000 (Exhibit 3.2 to Current Report on Form 8-K dated June 12, 2000)

4.3*

Rights Agreement between the Registrant and First Chicago Trust Company of New York, as Rights Agent, dated as of December 12, 1997 (Exhibit 1 to Current Report on Form 8-K dated December 12, 1997)

4.4*

Amendment No. 1, dated as of June 12, 2000, to the Rights Agreement between the Registrant and First Chicago Trust Company of New York, as Rights Agent, dated as of December 12, 1997 (Exhibit 4.1 to Current Report on Form 8-K dated June 12, 2000)

4.5

KTLA Inc. Hourly Employees' Retirement Plan, effective as of January 1, 1992

4.6

First Amendment of KTLA Inc. Hourly Employees' Retirement Plan dated as of December 16, 1994

4.7

Second Amendment of KTLA Inc. Hourly Employees' Retirement Plan dated as of June 11, 1998

4.8

Third Amendment of KTLA Inc. Hourly Employees' Retirement Plan dated as of April 9, 1999

23.1

Consent of Ernst & Young LLP, Independent Auditors

23.2

Consent of PricewaterhouseCoopers LLP

Power of Attorney

EX-4.5 3 ex4_5.txt HOURLY EMPLOYEES' RETIREMENT PLAN Exhibit 4.5 KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN KTLA Inc. Hourly Employees' Retirement Plan has been established by KTLA Inc. for the benefit of its eligible employees, to enable KTLA Inc. to provide for their future security. The plan is intended to meet the requirements for qualification under Section 401(a) of the Internal Revenue Code. SECTION 1. Definitions and Construction 1.1 Definitions Where the following words and phrases appear in this Plan they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary: (a) Administrative Committee: The persons appointed by ------------------------ the Board of Directors of Tribune Company to administer the Plan, which, as of the Effective Date, was known as the Tribune Company Employee Benefits Administrative Committee. (b) Beneficiary: A person or persons (including a ----------- trustee or trustees) designated by a Participant or a Former Participant in a written instrument filed with the Administrative Committee to receive any death benefit which shall be payable under the Plan; provided, that in the case of a Participant or a Former Participant who is legally married on the date of his death, the Participant's Beneficiary shall be his spouse unless such spouse validly consents in writing to a different Beneficiary designation. The designation of the Beneficiary cannot be changed without the spouse's consent unless the consent expressly permits designations by the Participant or Former Participant without any further consent of the spouse. The spouse's consent must acknowledge the effect of the designation and be witnessed by an appointed representative of the Plan or by a notary public. (c) Break in Service: An Employee shall incur a one-year ---------------- Break in Service if he completes fewer than 501 Hours of Service during a Computation Period in which his employment terminates, or during any subsequent Computation Period commencing prior to the date on which he is reemployed by the Company or a Related Company. (d) Company: KTLA Inc., a California corporation, or its ------- successor or successors. (e) Compensation: The straight time hourly earnings paid ------------ to a Covered Employee by the Company for personal services, excluding overtime, bonuses, commissions, shift differential amounts, deferred compensation and any special allowances and cash fringe benefits. Compensation shall be determined prior to reduction for any contributions made on behalf of the Participant to any employee benefit plan which is qualified under Section 401(k) or 125 of the Code. Subject to the above limitations, a Covered Employee's Compensation taken into account for any Plan Year shall be limited to $228,860 or such greater amount as may be determined by the Commissioner of Internal Revenue for that year under Section 401(a)(17) of the Internal Revenue Code. In determining a Participant's Compensation for purposes of the immediately preceding sentence, the family aggregation rules of Section 414(q)(6) of the Internal Revenue Code will apply, except that in applying such rules, the term "family" will include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 years before the close of the Plan Year. (f) Computation Period: For purposes of determining an ------------------ Employee's eligibility to participate in the Plan, his Computation Period shall be the 12 consecutive month period commencing on the date on which he is first employed by the Company or any Related Company (his `date of hire') and, if he does not complete at least 1,000 Hours of Service during that initial period, then his Computation Period shall be any Plan Year beginning after his date of hire. For purposes of determining an Employee's or Participant's Breaks in Service, his Computation Period shall be the Plan Year. (g) Covered Employee: An Eligible Employee who has ---------------- satisfied the requirements for participation in the Plan contained in Section 2.1. (h) Effective Date: January 1, 1992. -------------- (i) Eligible Employee: Any Employee employed by the Company who is covered by a collective bargaining agreement to which the Company is a party and during the negotiation of which retirement benefits were the subject of good faith bargaining, and which provides for his participation in the Plan; provided, that an Employee shall not be an Eligible Employee (i) if he is a Leased Employee; or (ii) to the extent that his terms and conditions of employment are governed by an employment agreement that precludes or does not expressly provide for his participation in the Plan. (j) Employee: Any common law employee of the Company or -------- of any Related Company, and any Leased Employee. (k) ERISA: The Employee Retirement Income Security Act of ----- 1974, as from time to time amended, and as construed and interpreted by valid regulations or rulings issued thereunder. (l) Forfeiture: An amount to be treated as a Forfeiture ---------- as described in Paragraph 7.7(c) below. (m) Former Participant: A Participant who is no longer ------------------ an Eligible Employee, but who has a vested account balance under the Plan which has not been paid in full. (n) Frozen Accounts: Either or both of the Frozen --------------- Consolidated Account and/or Frozen Deferred Compensation Account maintained for a Participant pursuant to Paragraph 6.1(b) below, to which no further contributions are to be credited on and after the Effective Date. (o) Hours of Service: An Employee shall be credited with ---------------- one Hour of Service for: (i) each hour for which he is directly or indirectly paid or entitled to payment by the Company or a Related Company for the performance of duties. These hours shall be credited to the Employee for the Computation Period in which such duties are performed; (ii) each hour for which he is directly or indirectly paid or entitled to payment by the Company or a Related Company for a period during which no duties are performed; provided, that no Hours of Service shall be credited for any payment, or entitlement thereto, which is made or due under a plan maintained solely to comply with applicable unemployment compensation laws or which solely reimburses an Employee for medical or medically created expenses incurred by the Employee; provided further, that no more than 501 Hours of Service shall be credited for any single continuous period during which no duties are performed. These hours shall be credited to the appropriate Computation Period or Periods as determined under Labor Regulation Section 2530. 200b-2(c)(2) and shall be computed according to Labor Regulation Section 2530.200b-2(b), except that such hours shall, in the case of an Employee without a regular work schedule, be computed on the basis of a 40 hour workweek; (iii) each hour, other than an hour credited under subparagraphs (i) or (ii) above, which would have been credited to an Employee, but for the fact that the Employee was absent from work: (A) by reason of the pregnancy of such Employee; (B) by reason of the birth of a child of such Employee; (C) by reason of the placement of a child with such Employee in connection with the adoption of such child by the Employee; or (D) for the purpose of caring for such child for a period immediately following such birth or placement. Such hours shall be credited solely for the purpose of determining whether an Employee has incurred a Break in Service, not more than 501 Hours of Service shall be credited by reason of any single pregnancy or placement and, in the case of an Employee without a regular work schedule, such hours shall be computed on the basis of an eight hour workday. These hours shall be treated as Hours of Service in the Computation Period in which the absence from work begins if the Employee would otherwise have incurred a Break in Service in such Computation Period solely because of such absence; otherwise, in the immediately following Computation Period. Notwithstanding the foregoing, no Hours of Service shall be credited under this subparagraph unless the period of absence began for one of the reasons specified above and the Employee provides to the Administrative Committee such timely information as the Administrative Committee may reasonably require to establish that the absence was for one of such reasons and the number of days for which there was such an absence; (iv) each hour, other than an hour credited under subparagraphs (i) through (iii) above (and not in excess of 40 hours per week) during which an Employee's employment with the Company or a Related Company is interrupted by a period of active service in the armed forces of the United States which is covered by the Vietnam Era Veterans' Readjustment Assistance Act of 1974; provided, such Employee returns to active employment with the Company or a Related Company prior to the expiration of the period during which his reemployment rights are guaranteed under such Act; and (v) each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Company or a Related Company, other than an hour credited to an Employee under subparagraphs (i) through (iv) above. These hours shall be credited to the Employee for the Computation Period to which the award or agreement pertains rather than to the Computation Period in which the award, agreement, or payment was made. (p) Internal Revenue Code: The Internal Revenue Code of --------------------- 1986, as amended from time to time, and as construed and interpreted by valid regulations or rulings issued thereunder. (q) Investment Committee: The persons appointed by the -------------------- Board of Directors of Tribune Company to establish and administer an investment policy for the Plan, which, as of the Effective Date, was known as the Tribune Company Employee Benefits Investment Committee. (r) Leased Employee: Any person who is not otherwise an --------------- Employee and who, pursuant to an agreement between the Company and any other person (the "leasing organization"), has performed services for the Company, or for the Company and related persons (determined in accordance with Section 414(n)(6) of the Internal Revenue Code), on a substantially full time basis for a period of at least one year, and such services are of a type historically performed by employees in the business field of the recipient; provided, that a person shall not be treated as a -------- Leased Employee for any Plan Year if: (i) during such Plan Year, such person is covered by a money purchase pension plan maintained by the leasing organization which provides for immediate participation, full and immediate vesting, and a nonintegrated employer contribution rate of at least 10 percent of such Employee's compensation (as defined in Section 414(n) of the Internal Revenue Code), and (ii) leased employees (determined without regard to this proviso) do not constitute more than 20 percent of the Company's nonhighly compensated workforce (as defined in Section 414(n) of the Internal Revenue Code). (s) New Company Contribution Account: The account -------------------------------- maintained for a Participant pursuant to Paragraph 6.1(a) below to record the Company contributions (if any) made on his behalf under Section 3.1 for Plan Years beginning on or after the Effective Date, and adjustments thereto. (t) Normal Retirement Date: A Participant's 65th ---------------------- birthday. (u) Participant: A Covered Employee who has become a ----------- Participant in accordance with the provisions of Section 2.1. (v) Plan: The KTLA Inc. Hourly Employees' Retirement ---- Plan, as set forth herein, and as amended from time to time. (w) Plan Year: A calendar year. --------- (x) Prior Plan: The KTLA Employees' Savings and ---------- Investment Plan, which was terminated effective as of December 31, 1991. In connection with the termination of the Prior Plan, Participants were required (in accordance with Sections 401(k)(2) (B)(i)(II) and 401(k)(10)(A)(i) of the Internal Revenue Code and Internal Revenue Service Regulations thereunder) to transfer their Deferred Compensation Accounts under the Prior Plan to a Frozen Deferred Compensation Account under this Plan, and were permitted to elect to transfer all or a portion (or none) of the balances in their other accounts under the Prior Plan to various appropriate Frozen Accounts under this Plan, and to receive any remaining (non-transferred) balances in those other accounts in one lump sum payment before December 31, 1992. Participants in the Prior Plan who are not Eligible Employees on and after the Effective Date under this Plan but one or more of whose account balances are transferred to Frozen Accounts in their names will be treated as Former Participants who on and after the Effective Date will not be eligible for Company contributions but will retain the rights of other Employees who were but no longer are Participants to make investment elections, hardship withdrawals, beneficiary designations and other distribution elections under the Plan. (y) Related Company: Any corporation or business --------------- organization which is a member of a controlled group of corporations which includes the Company (as determined under Section 414(b) of the Internal Revenue Code); any corporation or business organization which is under common control with the Company (as determined under Section 414(c) of the Internal Revenue Code); and any corporation or business organization that is a member of an "affiliated service group" that includes the Company (as determined under Section 414(m) of the Internal Revenue Code). For the purpose of applying the limitations set forth in Section 11.1, Sections 414(b) and 414(c) of the Internal Revenue Code shall be applied as modified by Section 415(h) thereof. (z) Service: An Employee shall be credited with one year ------- of Service for each Computation Period during which he completes 1,000 or more Hours of Service. In addition, if a person who is employed by a corporation or business organization which is acquired, in whole or in part, by the Company or a Related Company becomes an Employee as a result of such acquisition, his period or periods of employment with the acquired corporation or business organization prior to the acquisition shall be counted as Service to the extent provided by resolution of the Administrative Committee, but in any event to the extent required by ERISA or the Internal Revenue Code. (aa) Trustee: The qualified corporation or national or ------- state-chartered banking association appointed by the Investment Committee to administer the Trust Fund pursuant to the terms of the agreement or agreements (the "Trust Agreement") between the Trustee and the Investment Committee, which Trust Agreement shall implement and form a part of the Plan. The Trustee shall serve at the pleasure of the Investment Committee and shall have such rights, powers and duties as shall be set forth in the Trust Agreement. The Investment Committee shall be acting on behalf of the Company as plan sponsor, in carrying out its responsibilities described in this subparagraph. (bb) Trust Fund: The fund or funds established to receive ---------- and invest contributions made under the Plan and from which benefits are paid. (cc) Valuation Date: The last day of each calendar -------------- quarter and such other date that may be designated as a Valuation Date by the Administrative Committee. (dd) Valuation Period: The period beginning on the day ---------------- after a Valuation Date and ending on the next succeeding Valuation Date. 1.2 Construction Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections of this Plan are inserted for convenience of reference, are not a part of this Plan, and are not to be considered in the construction hereof. The words "hereof," "herein," "hereunder," and other similar compounds of the word "here" shall mean and refer to the entire Plan, and not to any particular provision or section. 1.3 Plan Supplements The provisions of the Plan may be modified by Supplements to the Plan. The terms and provisions of each Supplement are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the Supplement. SECTION 2. Eligibility 2.1 Conditions of Eligibility Subject to the conditions and limitations of the Plan, each Eligible Employee on the Effective Date who immediately prior thereto was a participant in the Prior Plan, shall continue as a Participant in the Plan on and after that date. Each other Eligible Employee shall become a Covered Employee on the first "applicable date" (as defined below) coinciding with or next following the date on which he completes one year of Service. An Eligible Employee's "applicable date" hereunder is the later of the Effective Date or the date as of which he first became an Eligible Employee, or any subsequent January 1st or July 1st. A Covered Employee will become a Participant in the Plan as of the first date as of which a Company contribution has been made to the Plan on his behalf. 2.2 Reemployment (a) If a Covered Employee incurs a one-year Break in Service and is thereafter reemployed by the Company as an Eligible Employee, he shall again become a Covered Employee as of the date of his reemployment. If an Employee who was not a Covered Employee incurs a one-year Break in Service and is thereafter reemployed by the Company as an Eligible Employee, he shall become a Covered Employee on the later of the date on which he is reemployed or the date on which he first meets the requirements set forth in Section 2.1 as an Eligible Employee during his reemployment. (b) A reemployed Employee (including a reemployed Covered Employee) who had no vested interest in the Plan prior to his Break in Service shall not receive credit for any years of Service completed prior to a Break in Service if (i) such Employee incurred at least five consecutive one-year Breaks in Service prior to his reemployment, and (ii) the number of such Employee's consecutive one-year Breaks in Service prior to his reemployment equals or exceeds the number of years of Service credited to him prior to his Break in Service, without regard to any years of Service forfeited as a result of a prior Break in Service. (c) The Company shall notify the Administrative Committee of the reemployment of any Former Participant within 10 days following the date thereof. Upon receipt of such notice of reemployment, the Administrative Committee shall notify the Trustee to suspend distributions to such Former Participant until further notice, and any remaining balances held with respect to such reemployed Former Participant shall not be distributed until they again become distributable pursuant to the provisions of the Plan. 2.3 Loss of Eligibility with Continued Employment The account balances of a Participant who ceases to be an Eligible Employee, but who continues in the active employ of the Company or a Related Company, shall be held in trust until they become distributable pursuant to Section 7 on account of such Participant's ceasing to be employed by the Company or Related Company. If such Participant shall again become an Eligible Employee as of a certain date, he shall again become a Covered Employee as of that same date. SECTION 3. Company Contributions 3.1 Company Contribution For each Plan Year beginning on or after the Effective Date, the Company will contribute on behalf of each of its Covered Employees, an amount equal to three percent of his Compensation for that year for services performed as a Covered Employee. The amount of the Company's contribution for a Plan Year as determined in accordance with the preceding sentence shall be reduced by the total Forfeitures which are available for that purpose as determined in Paragraph 7.7(c); and the Company's contribution, as so reduced, will be the actual amount paid to the Trustee as a contribution for that Plan Year. 3.2 Limitations on Company Contributions The Company's total contribution under Section 3.1 above for any Plan Year (including any Forfeiture applied thereunder to reduce the amount of such contribution) is conditioned on its deductibility, and may not exceed the maximum deductible amount allowable for such contribution, under Section 404 of the Internal Revenue Code for the Company's taxable year ending with or within such Plan Year. 3.3 Payment of Company Contributions The Company's contribution on behalf of each Covered Employee for each Plan Year under Section 3.1 above shall be made on a monthly basis, based on his Compensation for that calendar month, and shall be due within 25 days after the end of that month. 3.4 Nonreversion In no event shall the principal or income of the Trust Fund be paid to or revert to the Company or any Related Company, directly or indirectly; provided, that: (a) any Company contribution which is made under a mistake of fact may be returned to the Company within one year of payment; (b) any Company contribution which is conditioned upon the deductibility of such contribution under Section 404 of the Internal Revenue Code, if such deduction is thereafter disallowed, in whole or in part, may be returned to the Company within one year after such deduction is denied; and (c) a Company contribution conditioned upon the initial qualification of the Plan under Section 401(a) of the Internal Revenue Code, if the Plan does not so qualify, may be returned to the Company within one year after such qualification is denied. The amount of any contribution that may be returned to the Company pursuant to paragraph (a) or (b) above must be reduced by any portion thereof previously distributed from the Trust Fund and by any losses of the Trust Fund allocable thereto, and in no event may the return of such contribution cause any Participant's account balances to be less than the amount of such balances had the contribution not been made under the Plan. With respect to subparagraphs (b) and (c) above, the Company hereby declares its intention and action that every contribution by it to the Plan shall be conditioned upon the deductibility of that contribution and the initial qualification of the Plan, respectively, unless expressly provided to the contrary by the Company in writing as to a particular contribution. SECTION 4. Withdrawals During Employment 4.1 No Withdrawals from New Company Contribution Accounts A Participant shall not be permitted to elect a withdrawal under this Section 4 from his New Company Contribution Account. 4.2 Hardship Withdrawals from Frozen Accounts (a) Subject to the approval of the Administrative Committee, a Participant may request a withdrawal of any part or all of the balance of his Frozen Accounts in the event of financial Hardship; provided, that the amount of any such withdrawal from his Frozen Deferred Compensation Account may not exceed the sum of the previously contributed amounts then credited to that account, plus the earnings thereon that were credited to that account prior to 1989. A withdrawal requested under this Section 4.2 shall be permitted by the Administrative Committee only if, in the determination of the Administrative Committee, such withdrawal is necessary in light of immediate and heavy financial needs of the Participant occasioned by one of the following hardships: (i) medical expenses incurred by such Participant or his immediate family, or necessary for such Participant or his immediate family to obtain medical care, which are not covered by insurance; (ii) the construction or purchase of a primary residence in which the Participant will live; or (iii) circumstances of the Participant constituting a financial hardship which the Administrative Committee determines is comparable to or greater than the hardships described in subparagraphs (i) and (ii) above and constitutes a permissible hardship under Section 401(k) of the Internal Revenue Code. The amount deemed required to meet an immediate and heavy financial need of a Participant shall include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal. A withdrawal shall not be permitted by the Administrative Committee pursuant to this Section 4.2 to the extent that the amount requested exceeds the amount determined by the Administrative Committee as being required to meet the Participant's immediate financial need created by the hardship, or to the extent that the Administrative Committee determines that such amounts are reasonably available from the Participant's other resources. Only one withdrawal pursuant to this Section 4.2 may be made by a Participant during any Plan Year. (b) A request for withdrawal under this Section 4.2 shall be submitted in writing signed by the Participant or his legal representative, shall describe fully the circumstances which are deemed to justify the payment and the amounts necessary to alleviate the hardship, and shall be accompanied by such other documentation as may be requested by the Administrative Committee. The Administrative Committee shall require as a condition of any withdrawal under this Section 4.2 the Participant's written and signed representation that the immediate and heavy financial need cannot reasonably be relieved (without thereby increasing the amount of the need) through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets, or by other distributions or nontaxable (when made) loans from employee benefit plans maintained by the Company and Related Companies, or by borrowing from commercial sources on reasonable commercial terms in an amount sufficient to satisfy the need. Any decision made by the Administrative Committee pursuant to this Section 4.2 shall be final, conclusive, and binding upon the Participant. Withdrawals under this Section 4.2 shall be subject to any uniform and nondiscriminatory rules promulgated by the Administrative Committee as to the form and timing of such withdrawal elections. (c) A withdrawal made under this Section 4.2 shall be made first from the Participant's Frozen Consolidated Account and then from his Frozen Deferred Compensation Account (within the limits prescribed in this Section 4.2). SECTION 5. Trust Fund 5.1 Investment Funds The Investment Committee may from time to time direct the Trustee to divide the Trust Fund into two or more separate "Investment Funds," to be maintained in accordance with such investment policies as may from time to time be adopted by the Investment Committee and communicated to the Trustee; provided, that during any period as to which no such direction from the Investment Committee is in effect, no separate Investment Funds shall be established and any reference in the Plan to the Investment Funds or to an Investment Fund shall be treated as a reference to the Trust Fund. The Investment Committee may at any time terminate any Investment Fund. Earnings with respect to each Investment Fund shall be retained in that Fund and shall be reinvested as a part thereof. 5.2 Investment Elections The Administrative Committee shall establish such rules and procedures as it may deem necessary or desirable to allow Participants, Former Participants, and their Beneficiaries to direct the investment of their accounts among one or more Investment Funds. Each investment direction shall be made on forms provided by and filed with the Administrative Committee, and the Administrative Committee shall direct the Trustee to make investments in accordance with such investment directions. The Trustee shall be entitled to rely upon the validity and accuracy of all directions received by it from the Administrative Committee. Notwithstanding any other provision herein to the contrary, during any period in which a Participant has not made his initial election as to the investment of his accounts, he shall be deemed to have elected that 100% of the net credit balance in his accounts be invested in the Investment Fund that is reasonably expected by the Administrative Committee (after consultation with the Investment Committee) to provide the greatest degree of preservation of principal together with necessary liquidity. During the period between the date a contribution on behalf of a Participant under Section 3.1 above is received by the Trustee and the date such amount is later credited to that Participant's New Company Contribution Account under Section 6 below, that amount will be invested as soon as practicable after its receipt by the Trustee in accordance with the Participant's investment election that is then effective. 5.3 Investments in Collectibles Notwithstanding any other provision of this Plan, or of any agreement or agreements pursuant to which the Trust Fund is maintained, no portion of any Investment Fund shall be invested in "collectibles," as such term is defined in Section 408(m) of the Internal Revenue Code. SECTION 6. Accounting 6.1 Participants' Accounts The Administrative Committee shall establish and maintain separate accounts in the name of each Participant, showing separately: (a) the Company's contributions under Section 3.1 above made on behalf of the Participant with respect to Plan Years beginning on or after the Effective Date, and the income, losses, appreciation and depreciation attributable thereto (his "New Company Contribution Account"); (b) in the case of each Participant who was a participant in the Prior Plan immediately prior to the Effective Date, and with respect only to the accounts of that Participant under the Prior Plan which were transferred on his behalf from the Prior Plan to this Plan in accordance with the applicable provisions of this Plan and the Prior Plan: (i) the aggregated net credit balance (if any) in his Personal Contributions Account, Combined Account, Company Contribution Account and Deferred Compensation Matching Account under the Prior Plan determined as of December 31, 1991 in accordance with the terms of the Prior Plan as then in effect and thereafter transferred to this Plan, and the income, losses, appreciation and depreciation attributable thereto (his "Frozen Consolidated Account"); and (ii) the net credit balance (if any) in his Deferred Compensation Account under the Prior Plan determined as of December 31, 1991 in accordance with the terms of the Prior Plan as then in effect and thereafter transferred to this Plan, and the income, losses, depreciation and depreciation attributable thereto (his "Frozen Deferred Compensation Account"). The Administrative Committee may also maintain such other accounts in the names of Participants or otherwise as it considers advisable. Unless the context indicates otherwise, reference in the Plan to a Participant's "accounts" means all accounts maintained in his name under the Plan, and reference in the Plan to a Participant's "Frozen Accounts" means those accounts described in subparagraphs (b)(i) and (ii) above which are maintained in his name under the Plan. 6.2 Allocation of Company Contributions Company contributions under Section 3.1 above for each Plan Year shall be credited to the respective New Company Contribution Accounts of the Participants on whose behalf they are made. For purposes of this Section 6, the Company's contribution under Section 3.1 for any period within a Plan Year (including contributions made on a monthly basis pursuant to Section 3.3 and credited to Participants' accounts as of a Valuation Date occurring during that Plan Year) will be considered to have been made on the Valuation Date occurring on or next following the last day of that period, regardless of when paid to the Trustee, except where expressly provided to the contrary. 6.3 Adjustment of Participants' Accounts (a) As of each Valuation Date, the Trustee shall determine (as provided in the Trust Agreement) the fair market value of each Investment Fund and shall give written notice thereof to the Administrative Committee. After receiving such notice from the Trustee, the Administrative Committee shall determine the increase or decrease in the net worth of each Investment Fund for the Valuation Period by deducting from the fair market value thereof the sum of: (i) all transfers credited by the Trustee to such Investment Fund during the Valuation Period; and (ii) the fair market value of such Investment Fund as of the next preceding valuation, reduced by any distributions or other proper payments from such Investment Fund made during the Valuation Period. The increase or decrease in the net worth of each Investment Fund for the Valuation Period shall then be credited or charged to Participants' account balances invested in such Fund as (and to the extent) provided in paragraph (b). (b) The Administrative Committee, after determining the increase or decrease in the net worth of each Investment Fund, shall make the following adjustments in Participants' account balances in such Funds as soon as practicable after each Valuation Date: (i) First: Credit the New Company Contribution Account balance of each Participant invested in each such Investment Fund with the Company contributions made under Section 3.1 on behalf of the Participant for the calendar months ending within the Valuation Period in accordance with Section 3.3 (including any Forfeitures applied during that Valuation Period as part of such contribution for the Plan Year in which that Valuation Period ends in accordance with Section 3.1) which are to be invested in such Investment Fund; (ii) Second: After making the adjustments described above, allocate to the accounts of each Participant his share of the increase or decrease for the Valuation Period in the net worth of each Investment Fund in which his accounts are invested on the basis of the ratio that his account balances invested in that Investment Fund bear to the total of all account balances invested in that Investment Fund; (iii) Third: After making the adjustments described above, reduce each account balance of each Participant invested in each such Investment Fund by the amounts of any distributions, withdrawals or other proper payments from each such account invested in that Investment Fund that were requested during the Valuation Period by or on behalf of the Participant; and (iv) Fourth: After making the adjustments ------ described above, reduce the account balances of each Participant invested in each such Investment Fund by any amounts which the Participant elects during the Valuation Period to have transferred from such Investment Fund to another Investment Fund as of the first day of the following Valuation Period, and increase the account balances of each Participant invested in each such Investment Fund by any amounts which the Participant elects during the Valuation Period to have transferred to such Investment Fund as of the first day of the following Valuation Period. (c) The accounts of Participants, Former Participants, and beneficiaries, as adjusted in accordance with this Section, shall be determinative of the value of the interest of each Participant, Former Participant, and beneficiary in the Trust Fund and in each Investment Fund for all purposes until a subsequent determination is made by the Administrative Committee. 6.4 Statement of Accounts As soon as practicable after each Valuation Date which occurs at the end of a Plan Year, the Administrative Committee will provide each Participant with a statement reflecting the condition of his accounts under the Plan as of that date. The Administrative Committee in its discretion may decide to provide Participants with such statements at more frequent intervals, also ending on Valuation Dates. No Participant, except a person authorized by the Company or the Administrative Committee, shall have the right to inspect the records reflecting the account of any other Participant. 6.5 Nonforfeitability of Accounts The net credit balances in all of a Participant's accounts under this Plan, as adjusted from time to time as described above in this Section, shall be nonforfeitable at all times except as otherwise provided in Paragraph 7.7(c). SECTION 7. Benefits 7.1 Settlement Date A Participant's "Settlement Date" will be the date on which the Participant's employment with the Company and Related Companies is terminated because of the first to occur of the following: (a) Normal or Late Retirement: The date of the ------------------------- Participant's retirement on or after attaining his Normal Retirement Date. (b) Death: The date of the Participant's death. ----- (c) Resignation or Dismissal: The date the Participant ------------------------ resigns or is dismissed for a reason other than normal or late retirement or disability termination. 7.2 Retirement, Resignation or Dismissal If a Participant's employment with the Company and Related Companies is terminated because of retirement, resignation or dismissal under Paragraph 7.1(a) or (c), respectively, the amount available for distribution from all of his accounts shall be determined in accordance with Section 7.5 and shall be distributable to him under Section 7.4. 7.3 Death (a) If a Participant's Settlement Date occurs as a result of his death under Paragraph 7.1(b), the Participant's Beneficiary shall have a nonforfeitable right to receive the full amount available for distribution from all of the Participant's accounts. (b) Each Participant shall designate, upon forms provided by and filed with the Administrative Committee, the Beneficiary of any benefits available hereunder upon his death. Subject to the provisions of Section 1.1(b), a Participant may change such designation of Beneficiary from time to time by written notice to the Administrative Committee, and any death benefits payable hereunder and not effectively disposed of pursuant to a valid Beneficiary designation shall be distributed in the following priority: (i) to the Participant's spouse living at his death, if any; otherwise, (ii) to the Participant's estate. 7.4 Payment of Benefits When a Participant or his Beneficiary becomes entitled to a distribution pursuant to Section 7.2 or 7.3 as a result of his retirement, resignation, dismissal or death, respectively, the amount available for distribution shall be distributed in a lump sum consisting of one or more payments to be made within one taxable year of the recipient. However, if at the Valuation Date coincident with or next preceding the date on which the distribution would otherwise be made in said lump sum, the Administrative Committee maintains in his name a Frozen Deferred Compensation Account which has an aggregate net credit balance exceeding $3,500, the Participant or his Beneficiary (as the case may be) may elect to receive the aggregate net credit balance in his New Company Contribution Account and Frozen Consolidated Account in a lump sum in accordance with the preceding sentence, and to receive the aggregate net credit balance in his Frozen Deferred Compensation Account in periodic payments of substantially equal amounts for a specified number of years not exceeding the lesser of ten years or the joint life expectancies of the Participant and his designated individual Beneficiary,if any, reasonably determined from the expected return multiples described in Treasury Regulation ss.1.72-9; provided, that if the Participant is deceased, such payments shall not be made over a period of more than five years. The election referred to above shall be made in writing by the Participant or his Beneficiary during the 60 day period ending on the date 30 days before the Participant's benefit payments are scheduled to begin. If a Participant or his Beneficiary fails to make an election prior to the expiration of such period, his entire benefits shall be distributed in one lump sum in accordance with the first sentence of this Section 7.4. Notwithstanding the foregoing provisions of this Section 7.4, if payment of a Participant's benefits to be made on or after January 1, 1993 constitutes an eligible rollover distribution under Section 402(c)(4) of the Internal Revenue Code, then the Participant may elect to have such distribution paid directly to an eligible retirement plan described in Section 402(c)(8)(B) of the Internal Revenue Code; provided, that each election by a Participant under this Section 7.4 shall be made at such time and in such manner as the Administrative Committee shall determine, and shall be effective only in accordance with such rules as shall be established from time to time by the Administrative Committee. 7.5 Amount Available for Distribution The amount available for distribution to a Participant or his Beneficiary (or, in the case of amounts to be distributed in installments under Section 7.4 above, the amount from which the first installment payment amount will be derived in accordance with the following provisions of this Section 7.5) shall be the balances credited to the Participant's accounts as of the latest of: (a) the Valuation Date coinciding with or immediately following the date on which the Participant attains age 65, in the case of a Participant whose aggregate account balances exceeded $3,500 on his Settlement Date and who failed to give written consent to distribution of such balance under paragraph (b) below; provided, that if such a Participant dies after his Settlement date but prior to attaining age 65, the amount available for distribution to his Beneficiary shall be determined as of the Valuation Date coinciding with or immediately following the date of the Participant's death; or (b) in all other cases, the Valuation Date coinciding with or immediately following the Participant's Settlement Date or (in the case of a Participant not described in (a) above whose account balances on his Settlement Date exceeded $3,500) such later Valuation Date (if any) occurring prior to the Valuation Date described in (a) above as the Participant elects in writing filed with the Administrative Committee in accordance with any uniform rules established by the Administrative Committee. A Participant's accounts shall not be entitled to share in the earnings or losses of the Trust Fund for any period after the Valuation Date that immediately precedes complete distribution of the total amount available for distribution. If a Participant's Frozen Deferred Compensation Account is distributed in periodic payments, it shall continue to share in the earnings and losses of the Trust Fund in accordance with Paragraph 6.3(b) during the period of distribution, and each periodic payment shall be in an amount equal to the quotient obtained by dividing the aggregate balance of such account determined as of the Valuation Date immediately preceding the date on which such payment is made, by the number of payments remaining in the period for which such payments are to be made, including the current payment. If a Participant's Frozen Deferred Compensation Account is invested in more than one Investment Fund at the time of any periodic payment, such payment shall be made pro rata from each such Investment Fund unless the Administrative Committee and the recipient shall otherwise agree. Periodic payments are not guaranteed and payments shall be made only for as long as the former Participant or his Beneficiary shall have an undistributed Frozen Deferred Compensation Account balance. If a Former Participant who has elected to receive periodic payments dies before the full amount credited to his Frozen Deferred Compensation Account has been distributed, the balance of such account shall be distributed to his Beneficiary in periodic payments over the shorter of five years or the remainder of the period elected by the Former Participant, unless such Beneficiary shall elect a different method of distribution, including a lump sum, under which the Former Participant's account will be fully distributed over a shorter period. Notwithstanding the foregoing, the amount available for distribution to a Participant who fails to return to active employment with the Company at the expiration of an authorized leave of absence for any reason other than his retirement or death, shall be determined as of the Valuation Date coinciding with or immediately following the date on which his leave of absence expired. 7.6 Form of Distribution All distributions to a Participant or Beneficiary shall be made in cash. 7.7 Commencement of Benefit Payments (a) Except to the extent provided below in this Section 7.7 and in Section 7.5 above, when a Participant or his Beneficiary becomes entitled to a distribution, the Administrative Committee shall direct the Trustee to make or commence payment of amounts due from the Participant's accounts during the period beginning on the date of the Participant's Settlement Date and ending 60 days after the last day of the Plan Year during which that Settlement Date occurred; provided, that if the -------- amount available for distribution or the form of payment cannot be determined by such date, or if the Participant or his Beneficiary cannot be located, a payment retroactive to such date may be made no later than the 60th day following the earliest date on which the amount available for distribution or the form of payment can be determined or the Participant or his Beneficiary can be located (whichever is applicable). (b) Payments to Participants shall commence no later than the April 1st following the Plan Year in which the Participant attains age 70-1/2, except to the extent that Section 401(a)(9) of the Internal Revenue Code and related transitional rules permit the benefits of Participants who attained age 70-1/2 prior to January 1, 1989 to commence at a later date. (c) If a Former Participant or Beneficiary cannot be located by the Administrative Committee within a reasonable time after the expiration of the period described in paragraph (a) above, the Administrative Committee may, subject to applicable law but otherwise in its exclusive discretion, direct that the amounts then credited to the Participant's accounts be treated as a Forfeiture and applied to reduce future Company contributions to the Plan; provided, that if the Former Participant or his -------- Beneficiary subsequently makes a claim for such amounts, the amount forfeited shall be restored to his accounts and distributed in accordance with the provisions of Section 7.4. Any amounts so restored shall be derived from the Forfeitures arising during the Plan Year in which such claim is allowed or, to the extent such Forfeitures are insufficient, from an additional Company contribution to the Plan. 7.8 Facility of Payment Whenever, in the Administrative Committee's opinion, a person entitled to receive any payment is under a legal disability, or is incapacitated in any way so as to be unable to manage his financial affairs, the Administrative Committee may direct the Trustee to make the payment to such person, or to his legal representative, or to a relative or friend of such person for his benefit, or the Administrative Committee may direct the Trustee to apply the payment for the benefit of such person in such manner as the Administrative Committee considers advisable. Any payment made in accordance with the provisions of this paragraph shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan. SECTION 8. Administrative Committee 8.1 Appointment of Administrative Committee The Plan shall be administered by an Administrative Committee appointed by and to serve at the pleasure of the Board of Directors of Tribune Company. All usual and reasonable expenses of the Administrative Committee may be paid by the Company, and any expenses not paid by the Company shall be paid by the Trustee out of the principal or income of the Trust Fund. The members of the Administrative Committee who are full-time employees of the Company or a Related Company shall not receive any compensation from the Plan with respect to their services for the Administrative Committee. 8.2 Powers and Duties The Administrative Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following: (a) to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner, and time of payment of any benefits hereunder; (b) to prescribe procedures to be followed by Participants in filing applications for benefits; (c) to make a determination as to the right of any person to a benefit and to review any claim for benefits under the Plan; (d) to request and receive from the Company and from Employees such information as shall be necessary for the proper administration of the Plan; (e) to prepare, file, and distribute such reports, summaries, descriptions, and other materials as may be required by ERISA or other applicable laws; (f) to furnish to the Company, upon request, such reports with respect to the administration of the Plan as are reasonable and appropriate; (g) to appoint or employ an administrator for the Plan and any other agents it deems advisable, including legal counsel; and (h) to issue directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the Plan. SECTION 9. Investment Committee 9.1 Appointment of Investment Committee The investment practices of the Plan shall be coordinated by an Investment Committee appointed by and to serve at the pleasure of the Board of Directors of Tribune Company. All usual and reasonable expenses of the Investment Committee may be paid by the Company, and any expenses not paid by the Company shall be paid by the Trustee out of the principal or income of the Trust Fund. Members of the Investment Committee who are full-time employees of the Company or a Related Company shall not receive any compensation from the Plan with respect to their services for the Investment Committee. 9.2 Powers and Duties The Investment Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following: (a) to establish and administer an investment policy for the Plan; (b) to furnish to the Company, upon request, such reports with respect to the investments of the Plan as are reasonable and appropriate; (c) to receive and review reports of the financial condition and of the receipts and disbursements of the Trust Fund from the Trustee; and (d) to appoint or employ investment managers to manage any part or all of the Plan's assets or any other agents it deems advisable, including legal counsel. SECTION 10. Committee Procedures 10.1 Quorum The action of a majority of the members of a committee at the time acting hereunder, and any instrument executed by a majority of such members, shall be considered the action or instrument of such committee. Action may be taken by a committee at a meeting or in writing without a meeting; however, no member of a committee shall vote or decide upon any matter relating solely to himself or to any of his rights or benefits under the Plan. If a committee shall be evenly divided on any question, the decision of the Compensation Committee of the Board of Directors of the Company shall control. A committee may authorize any one or more of its members to execute any document or documents on behalf of the committee, in which event the committee shall notify the Trustee in writing of such action and of the name or names of its member or members so designated. The Trustee thereafter may accept and rely upon any document executed by such member or members as representing action by such committee, until the committee shall file with the Trustee a written revocation of such designation. 10.2 Procedures The committees shall adopt such rules, regulations, and by-laws as they deem necessary or desirable. All rules and decisions of the committees shall be uniformly applied to all similarly situated Participants. When making a determination, a committee may rely upon information furnished by the Company, by legal counsel for the Company, or by the accountant for the Plan. Each committee shall have one of its members as its chairman, shall elect a secretary who may, but need not, be a member of the committee, and shall advise the Trustee of such elections in writing. The secretary of each committee shall keep a record of all meetings or actions taken by the committee and shall forward all necessary communications and/or directions to the Trustee. SECTION 11. Limitations and Liabilities 11.1 Limitations on Additions to Participants' Accounts (a) The additions (as such term is hereinafter defined) which may be credited to a Participant's accounts in any Plan Year, when added to the additions credited to such Participant's accounts for such year under any other qualified defined contribution plan maintained by the Company or any Related Company, shall not exceed an amount equal to the lesser of (i) $30,000 (or, if greater, 1/4 of the dollar limitation in effect under Section 415(b)(1)(A) of the Internal Revenue Code for the calendar year that begins with or within that Plan Year), or (ii) 25 percent of the Participant's "total compensation" (as defined below) for such Plan Year. (b) For purposes of this Section, the term "additions" for any Plan Year means (i) the Company's contribution (including any Forfeitures applied as part of the Company's contribution) made pursuant to Section 3.1 and credited to his New Company Contribution Account for that Plan Year under this Plan; and (ii) any employer contributions, employee contributions (other than qualified rollover contributions or transferred amounts) and forfeitures credited for that year to the Participant's accounts in any other defined contribution plan maintained by the Company or any Related Company. (c) For purposes of this Section, the term "total compensation" means the earned income, wages, salaries, fees for professional services, and other amounts received by a Participant for personal services actually rendered in the course of his employment with the Company or a Related Company (including, but not limited to, commissions paid to salesmen, compensation for services based on a percentage of profits, commissions on insurance premiums, tips, and bonuses), but excluding the following: (i) employer contributions to a plan of deferred compensation which are not includible in the Participant's gross income for the taxable year in which contributed, employer contributions to a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a deferred compensation plan; (ii) amounts realized from the exercise of a non-qualified stock option or when restricted stock or property held by the Participant becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option; (iv) any other amounts which received special tax benefits, or contributions made by the Participant (whether or not pursuant to a salary reduction agreement) towards the purchase of an annuity described in Section 403(b) of the Internal Revenue Code (whether or not such amounts are actually excludible from the Participant's gross income); or (v) any amounts required to be excluded under Section 415 of the Internal Revenue Code and the regulations thereunder. (d) In the case of a Participant who is also a participant in one or more qualified defined benefit plans (whether or not terminated) maintained by the Company or any Related Company, the additions which may be credited to such Participant's accounts for any Plan Year shall be further reduced so that the sum of the "defined contribution fraction" and the "defined benefit fraction" for such Participant for such Plan Year shall not exceed 1.0. For the purposes of this paragraph: (i) the term "defined contribution fraction" shall mean a fraction, the numerator of which is the sum of the total annual additions made to the Participant's accounts hereunder and under all other qualified defined contribution plans maintained by the Company or a Related Company, and the denominator of which is the amount determined under Section 415(e)(3)(B) of the Internal Revenue Code; and (ii) the term "defined benefit fraction" shall mean a fraction, the numerator of which is the sum of the projected annual benefits payable to such Participant under each qualified defined benefit plan maintained by the Company or a Related Company, and the denominator of which is the amount determined under Section 415(e)(2)(B) of the Internal Revenue Code. Before the provisions of this paragraph (d) shall be applied to reduce the additions to a Participant's accounts for any Plan Year, the Participant's projected annual benefit shall first be reduced to the maximum extent permissible under any comparable provision appearing in the qualified defined benefit plan or plans under which such benefit is payable. (e) The provisions of this Section 11.1 shall be applied after the additions shall be reduced under any other defined contribution plan (other than an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code) maintained by the Company or a Related Company. (f) Any amount that cannot be allocated to a Participant's account because of the foregoing limitations shall be reallocated among the accounts of other Participants, pro rata, according to the total compensation of such other Participants for such Plan Year. 11.2 Nonguarantee of Employment Neither the establishment of the Plan or the Trust Fund, nor any modification thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Employee any legal or equitable right to be retained in the employ of the Company. Under no circumstances shall the terms or conditions of any Employee's employment be modified or in any way affected hereby. 11.3 Nonalienation of Benefits (a) Except to the extent provided in paragraph (b), the rights or interest of any Participant or his Beneficiaries to any benefits or future payments hereunder shall not be subject to attachment, garnishment, or other legal process by any creditor of any Participant or Beneficiary, nor shall any Participant or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber, or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under this Plan. (b) Paragraph (a) shall not apply to any amounts payable with respect to a Participant pursuant to any "qualified domestic relations order," as such term is defined in Section 414(p) of the Internal Revenue Code. The Administrative Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. 11.4 Limitation of Liability Neither the Company, the Trustee, nor any member of the Investment or Administrative Committee guarantees the Trust Fund against loss or depreciation, and none of them shall be liable for any act or failure to act which is made in good faith pursuant to the provisions of the Plan, except to the extent required by applicable law. It is expressly understood and agreed by each Employee who becomes a Participant that, except for its or their willful misconduct or gross neglect, neither the Company, nor the committees, nor the Trustee shall be in any way subject to any legal liability to any Participant or Beneficiary, for any cause or reason or thing whatsoever, in connection with this Plan, and each such Participant hereby releases the Company and its officers and agents, and the committees and the Trustee and their members or agents, from any and all liability or obligation except as in this Paragraph provided. 11.5 Indemnification The Company may, to the extent permitted by its articles of incorporation and by-laws, and by the laws of the State in which it is incorporated, indemnify the Administrative Committee and the Investment Committee, the individual members thereof, and any employee or director of the Company or any Related Company providing services to the Plan against any and all liabilities arising by reason of any act, made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto. SECTION 12. Amendment and Termination 12.1 Amendments (a) The Company reserves the right to make any amendment or amendments to this Plan which do not reduce the nonforfeitable percentage of any Participant's account balances, and which do not permit any part of the Trust Fund to be returned or repaid to the Company or any Related Company, except to the extent permitted by Section 3.4. (b) If the Plan is amended in a way that directly or indirectly affects the manner in which a Participant's nonforfeitable percentage of his account balance is computed, any active Participant with at least three years of Service may make an irrevocable election during the election period described below to have the nonforfeitable percentage of his account balance determined without regard to such amendment. (c) The election period shall begin no later than the date the Plan amendment is adopted and shall end no earlier than the last to occur of the following: (i) 60 days after the day the Plan amendment is adopted; (ii) 60 days after the day the Plan amendment becomes effective; or (iii) 60 days after the Participant is issued written notice of the Plan amendment by the Administrative Committee. (d) The election described in paragraph (b) above shall not be available to any Participant whose nonforfeitable percentage under the Plan, as amended, cannot at any time be less than such percentage determined without regard to such amendment. 12.2 Termination; Discontinuance of Contributions The Company shall have the right to terminate the Plan, in whole or in part. Upon a termination or partial termination of the Plan, or upon the permanent suspension of contributions by the Company, the benefits payable to each Participant affected by such termination, partial termination, or suspension shall become fully vested and nonforfeitable, and the Administrative Committee shall direct the Trustee in the method and manner of distribution of the Trust Fund to those Participants or Beneficiaries, which may include the distribution or transfer of the Plan's assets to the trustee of a successor or substitute plan qualified under Section 401(a) of the Internal Revenue Code. The Administrative Committee may also direct that the Trust Fund be continued for a specified period thereafter, or may direct that the Trustee continue the Trust Fund for such period of time as the Trustee, in its sole discretion, may deem to be in the best interests of the Participants and their Beneficiaries. 12.3 Merger, Consolidation, or Transfer of Assets Notwithstanding any provision herein to the contrary, this Plan shall not be merged or consolidated with, nor shall any assets or liabilities of the Plan be transferred to, any other plan unless the benefits payable to each Participant immediately after the merger, consolidation, or transfer (determined as if the plan had then terminated) are equal to or greater than the benefits such Participant would have been entitled to receive from this Plan (determined as if this Plan had terminated immediately prior to such action). SECTION 13. Miscellaneous Provisions 13.1 ERISA (a) Any person or persons may serve in more than one fiduciary capacity with respect to the Plan. (b) The Administrative Committee, the Investment Committee, and the Company shall be "named fiduciaries" with respect to the Plan; however, their responsibilities as such shall be limited to the performance of those duties specifically assigned to them hereunder. Neither the Company, Investment Committee, nor the Administrative Committee shall have any responsibility for the performance of any duty not specifically so assigned, except to the extent required by applicable law. (c) The Company, the Investment Committee, and the Administrative Committee may allocate their responsibilities hereunder among themselves or to any other named fiduciaries, and may delegate such responsibilities to persons who are not named fiduciaries; however, neither the Company, the Investment Committee, nor the Administrative Committee shall allocate or delegate any responsibility provided for herein involving the management or control of all or any part of the assets of the Plan, other than the power to appoint an investment manager. The allocation or delegation of any fiduciary responsibility shall be in writing, and shall become effective upon the written acceptance thereof by the person or persons to whom such responsibilities are allocated or delegated. 13.2 Delegation of Authority by the Company Whenever the Company under the terms of this Plan is permitted or required to do or perform any act, it shall be done or performed by the Board of Directors of the Company or by any officer (or other person or committee of persons) thereunto duly authorized by the articles of incorporation, by-laws, or Board of Directors of the Company. 13.3 Applicable Law This Plan shall be construed according to ERISA and, to the extent not inconsistent therewith, the laws of the State of California, except that nothing in this Section 13.3 shall be construed as placing any restriction upon the right of the Company pursuant to the Plan to take any action or to incur any liability which it is authorized to take or incur under its articles of incorporation or by-laws or under the laws of the State in which it is incorporated, except to the extent that the same are superseded by applicable federal law. 13.4 Legal Actions In any action or proceeding involving the Plan, or any property constituting part or all thereof, or the administration thereof, no Employee, former Employee, Beneficiary, or any other person having or claiming to have an interest in this Plan shall be necessary parties and no such person shall be entitled to any notice or process, except to the extent required by applicable law. Any final judgment which is not appealed or appealable that may be entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have any interest in this Plan. EX-4.6 4 ex4_6.txt FIRST AMENDMENT Exhibit 4.6 FIRST AMENDMENT OF KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN (Effective as of January 1, 1992) WHEREAS, KTLA Inc. (the "Company") established KTLA Inc. Hourly Employees' Retirement Plan (the "Plan") effective as of January 1, 1992; and WHEREAS, amendment of the Plan is now considered desirable; NOW, THEREFORE, by virtue and in exercise of the power reserved to the Company by Section 12.1 of the Plan, the Plan be and it hereby is further amended in the following particulars: 1. By substituting the following for third sentence of Section 1.1(e) of the Plan, effective as of January 1, 1994: "Subject to the above limitations, a Covered Employee's Compensation taken into account for any Plan Year shall be limited to $150,000 or such greater amount as may be determined by the Commissioner of Internal Revenue for that year under Section 401(a)(17) of the Internal Revenue Code." 2. By adding the following new subparagraph (vi) to Section 1.1(o) of the Plan immediately after subparagraph (v) thereof, effective as of August 5, 1993: "(vi) each hour, other than an hour credited under subparagraphs (i) through (v) above, which would have been credited to an Employee, but for the fact that the Employee was absent from work due to an approved leave of absence granted pursuant to the Family and Medical Leave Act of 1993 (an `FMLA absence'). Such hours shall be credited solely for the purpose of determining whether an Employee has incurred a Break in Service and not more than 501 Hours of Service per Computation Period shall be credited by reason of an FMLA absence." 3 By adding the following sentence at the end of Section 7.7(b) of the Plan, effective as of January 1, 1992: "Notwithstanding any other provision of the Plan to the contrary, all distributions hereunder shall be made in accordance with the minimum distribution requirements contained in Section 1.401(a)(9)-1, and the minimum distribution incidental benefit requirements contained in Section 1.401(a)(9)-2 of the proposed Treasury Regulations, or in the corresponding Sections of any final Treasury Regulations issued under Section 401(a)(9) of the Internal Revenue Code." 4. By substituting the following for the second sentence of Section 5.2 of the Plan, effective as of January 1, 1993: "Each investment direction shall be made in such manner and at such time as the Administrative Committee shall determine, and shall be effective only in accordance with such rules as shall be established from time to time by the Administrative Committee; and the Administrative Committee shall direct the Trustee to make investments in accordance with such investment directions." 5. By substituting the following for subparagraph 6.3(b) (iv) of the Plan, effective as of January 1, 1993: "(iv) Fourth: After making the adjustments ------ described above, reduce the account balances of each Participant invested in each such Investment Fund by any amounts which the Participant elects during the Valuation Period to have transferred from such Investment Fund to another Investment Fund, and increase the account balances of each Participant invested in each such Investment Fund by any amounts which the Participant elects during the Valuation Period to have transferred to such Investment Fund." 6. By substituting the following for the third sentence of Section 7.4 of the Plan, effective as of January 1, 1993: "The election referred to above shall be made by the Participant or his Beneficiary in such manner as the Administrative Committee shall determine; shall be effective only in accordance with such rules as shall be established from time to time by the Administrative Committee; and shall be made during the 60-day period ending on the date 30 days before the Participant's benefit payments are scheduled to begin." 7. By substituting the following for paragraphs 7.5(a) and (b) of the Plan, effective as of January 1, 1993: "(a) the Valuation Date coinciding with or immediately following the date on which the Participant attains age 65, in the case of a Participant whose aggregate account balances exceeded $3,500 on his Settlement Date and who failed to elect distribution of such balance in accordance with paragraph (b) below; provided, that if such a Participant dies after his Settlement Date but prior to attaining age 65, the amount available for distribution to his Beneficiary shall be determined as of the Valuation Date coinciding with or immediately following the date of the Participant's death; or (b) in all other cases, the Valuation Date coinciding with or immediately following the Participant's Settlement Date or (in the case of a Participant not described in (a) above whose account balances on his Settlement Date exceeded $3,500) such later Valuation Date (if any) occurring prior to the Valuation Date described in (a) above as the Participant elects in accordance with any uniform rules established by the Administrative Committee, at least 30 days prior to the relevant Valuation Date." 8. By adding the following Section 7.9 to the Plan immediately after Section 7.8 thereof, effective as of January 1, 1993: "7.9 Direct Rollover of Eligible Rollover Distributions. (a) Purpose. This Section 7.9 applies to distributions ------- made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section 7.9, a distributee may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) Definition of Eligible Rollover Distribution. An -------------------------------------------- eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Internal Revenue Code; and the portion of any distribution that is not includible in gross income. (c) Definition of Eligible Retirement Plan. An eligible -------------------------------------- retirement plan is an individual retirement account described in Section 408(a) of the Internal Revenue Code, an individual retirement annuity described in Section 408(b) of the Internal Revenue Code, an annuity plan described in Section 403(a) of the Internal Revenue Code, or a qualified trust described in Section 401(a) of the Internal Revenue Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. (d) Definition of Distributee. A distributee includes an ------------------------- Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, are distributees with regard to the interest of the spouse or former spouse. (e) Definition of Direct Rollover. A direct rollover is ----------------------------- a payment by the Plan to the eligible retirement plan specified by the distributee." 9. By substituting the following for Section 8.2(a) of the Plan, effective as of January 1, 1992: "(a) to construe and interpret the Plan, and to determine all questions arising with respect to administration of the Plan in its complete discretion, including the power to determine the rights and eligibility of Employees or Participants and their Beneficiaries, and the amount, manner, and time of payment of any benefits hereunder, and to remedy ambiguities, inconsistencies or omissions;" 10. By substituting the following for the first sentence of Section 13.1(a) of the Plan, effective as of January 1, 1992: "The Company reserves the right to amend or modify the Plan, in whole or in part, at any time and for any reason, provided that no such amendment shall reduce the nonforfeitable percentage of any Participant's account balances, or permit any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their Beneficiaries, except to the extent permitted by Section 3.4. In amending the Plan, the Company shall act in accordance with the procedures specified in Section 13.2." 11. By substituting the following for the first sentence of Section 12.2 of the Plan, effective as of January 1, 1992: "The Company shall have the right to terminate the Plan, in whole or in part. In terminating the Plan, the Company shall act in accordance with the procedures specified in Section 13.2." 12. By substituting the following for Section 13.2 of the Plan, effective as of January 1, 1992: "13.2 Action by the Company Any action required or permitted of the Company under the terms of the Plan shall be by resolution of its Board of Directors or by a duly authorized committee of its Board of Directors, or by a person or persons authorized by resolution or its Board of Directors or such committee." EX-4.7 5 ex4_7.txt SECOND AMENDMENT Exhibit 4.7 SECOND AMENDMENT OF KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN (Effective as of January 1, 1992) WHEREAS, KTLA Inc. (the "Company") established KTLA Inc. Hourly Employees' Retirement Plan (the "Plan") effective as of January 1, 1992; and WHEREAS, the Plan has been amended from time to time and further amendment of the Plan is now considered desirable; NOW, THEREFORE, by virtue and in exercise of the power reserved to the Company by Section 12.1 of the Plan, the Plan be and it hereby is further amended, effective January 1, 1998, as follows: 1. By adding the following at the end of Section 7.4 of the Plan: "Notwithstanding the foregoing, if a Participant's vested account balance at the time of distribution (or any prior distribution) exceeds $5,000, distribution shall not be made to the Participant before he attains age 65 unless he consents thereto." 2. By substituting "$5,000" for "$3,500" wherever the latter appears in Sections 7.4 and 7.5 of the Plan. EX-4.8 6 ex4_8.txt THIRD AMENDMENT Exhibit 4.8 THIRD AMENDMENT OF KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN (Effective as of January 1, 1992) WHEREAS, KTLA Inc. (the "Company") established KTLA Inc. Hourly Employees' Retirement Plan (the "Plan") effective as of January 1, 1992; and WHEREAS, the Plan has been amended from time to time and further amendment of the Plan is now considered desirable; NOW, THEREFORE, by virtue and in exercise of the authority reserved to the Company by Section 12.1 of the Plan, the Plan be and is hereby further amended in the following particulars: 1. By substituting "Committee" for "Administrative Committee" and "Investment Committee" wherever either of the latter two phrases appears in the Plan (except in Paragraphs 1.1(a) and 1.1(q)) and by adding the following at the end of Paragraphs 1.1(a) and 1.1(q), effective as of January 1, 1996: "The Administrative Committee and the Investment Committee have been combined into one Committee which, as of January 1, 1996, is known as the Tribune Company Employee Benefits Committee and is referred to herein as the Committee. The Committee has all of the functions, duties, rights and responsibilities formerly entrusted to the Administrative and Investment Committees." 2. By deleting the last sentence of Paragraph 1.1(e) from the Plan, effective as of January 1, 1997. 3. By substituting the following for Paragraph 1.1(j) of the Plan, effective as of January 1, 1997: "(j) Employee: Any Leased Employee and any individual who is classified by the Company or any Related Company as its common law employee for purposes of employment taxes and wage withholding for Federal incomes taxes. If an individual is not considered an Employee in accordance with the preceding phrase for a plan year, a subsequent determination by the Company, Related Company, any governmental agency or court that the individual is a common law employee of the Company or Related Company, even if such determination is applicable to prior years, will not have a retroactive effect for purposes of eligibility to participate in the Plan." 4. By substituting the following for Paragraph 1.1(r) of the Plan, effective as of January 1, 1997: "(r) Leased Employee. Any person who is not otherwise an --------------- Employee and who, pursuant to an agreement between the Company and any other person (the "leasing organization"), has performed services for the Company, or for the Company and related persons (determined in accordance with Section 414(n)(6) of the Internal Revenue Code), under the primary direction or control by the Company or such related persons, on a substantially full time basis for a period of at least one year; provided, that a person shall not be treated as a Leased Employee for any Plan Year if: (i) during such Plan Year, such person is covered by a money purchase pension plan maintained by the leasing organization which provides for immediate participation, full and immediate vesting, and a nonintegrated employer contribution rate of at least 10 percent of such Employee's compensation (as defined in Section 414(n) of the Internal Revenue Code), and (ii) leased employees (determined without regard to this proviso) do not constitute more than 20 percent of the Company's nonhighly compensated workforce (as defined in Section 414(n) of the Internal Revenue Code)." 5. By deleting subparagraphs (cc) and (dd) of Section 1.1 from the Plan, effective April 4, 1999. 6. By adding the following at the end of Section 2.2 of the Plan, effective as of December 12, 1994: "Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Internal Revenue Code." 7. By adding the following at the end of Section 5.1 of the Plan, effective April 4, 1999: "One Investment Fund shall be designated as the `Company Stock Fund,' which shall be invested primarily in shares of common stock of Tribune Company (`Company Stock')." 8. By substituting the following for Section 6.2 of the Plan, effective April 4, 1999: "6.2 Allocation of Company Contributions ----------------------------------- Company contributions under Section 3.1 above for each Plan Year shall be credited to the respective New Company Contribution Accounts of the Participants on whose behalf they are made as soon as practicable after such contributions are received by the Trustee, in accordance with rules established by the Committee. For purposes of allocating Company contributions to accounts, the Company contribution shall be considered allocated to accounts as of the last day of the applicable Plan Year. For purposes of investing accounts in Investment Funds pursuant to Section 5.2, Company contributions shall be allocated to accounts as soon as practicable after they are received by the Trustee in accordance with rules established by the Committee." 9. By substituting the following for Section 6.3 of the Plan, effective April 4, 1999: "6.3 Adjustment of Participants' Accounts ------------------------------------ Each Participant's account shall be credited with his share of Company contributions as of the date such contributions are received by the Trustee or as soon thereafter as practicable and shall be charged with the amount of any distribution or other payment as of the date such distribution or payment is made or as soon thereafter as practicable. Each account shall be adjusted to reflect earnings, losses, appreciation and depreciation of the Investment Fund or Funds in which the account is invested, or as otherwise determined to reasonably reflect the investment of the account. Each account shall be adjusted to reflect changes in the Investment Funds in which such account is invested pursuant to Participant direction in accordance with Section 5.2. Any credit, charge or adjustment made pursuant to this Section shall be made in accordance with rules established by the Committee and applied to all Participants on a uniform and nondiscriminatory basis." 10. By substituting the following for Section 6.4 of the Plan, effective April 4, 1999: "6.4 Statement of Accounts --------------------- As soon as practicable after the end of a Plan Year, the Committee will provide each Participant with a statement reflecting the condition of his account under the Plan as of that date. The Committee in its discretion may decide to provide Participants with such statements at more frequent intervals. No Participant, except a person authorized by the Company or the Committee, shall have the right to inspect the records reflecting the account of any other Participant." 11. By substituting the following for the second sentence of Section 7.4 of the Plan, effective April 4, 1999: "However, if as of a Participant's Settlement Date, the Committee maintains in his name a Frozen Deferred Compensation Account which has an aggregate net credit balance exceeding $5,000, the Participant or his Beneficiary (as the case may be) may elect to receive the aggregate net credit balance in his New Company Contribution Account and Frozen Consolidated Account in a lump sum in accordance with the preceding sentence, and to receive the aggregate net credit balance in his Frozen Deferred Compensation Account in periodic payments of substantially equal amounts for a specified number of years not exceeding the lesser of ten years or the joint life expectancies of the Participant and his designated individual Beneficiary, if any, reasonably determined from the expected return multiples described in Treasury Regulation ss.1.72-9; provided, that if the Participant is deceased, such payments shall not be made over a period of more than five years." 12. By substituting the following for Section 7.5 of the Plan, effective April 4, 1999: "7.5 Amount Available for Distribution --------------------------------- The amount available for distribution to a Participant or his Beneficiary shall be the balance credited to the Participant's account as of the date the distribution is made, as determined in accordance with rules established by the Committee. If a Participant's Frozen Deferred Compensation Account is invested in more than one Investment Fund at the time of any periodic payment, such payment shall be made pro rata from each such Investment Fund unless the Committee and the recipient shall otherwise agree. Periodic payments are not guaranteed and payments shall be made only for as long as the former Participant or his Beneficiary shall have an undistributed Frozen Deferred Compensation Account balance. If a Former Participant who has elected to receive periodic payments dies before the full amount credited to his Frozen Deferred Compensation Account has been distributed, the balance of such account shall be distributed to his Beneficiary in periodic payments over the shorter of five years or the remainder of the period elected by the Former Participant, unless such Beneficiary shall elect a different method of distribution, including a lump sum, under which the Former Participant's' account will be fully distributed over a shorter period." 13. By substituting the following for Section 7.6 of the plan, effective April 4, 1999: "7.6 Form of Distribution -------------------- All distributions to a Participant or Beneficiary shall be made in cash; provided, that a Participant or Beneficiary may, upon request filed with the Committee in such manner and at such time as the Committee may determine, elect to receive all of those amounts credited to his accounts which are invested in the Company Stock Fund in whole shares of Company Stock." 14. By substituting the following for Paragraph 7.7(b) of the Plan, effective as of January 1, 1997: "(b) Payments to a Participant shall commence no later than the April 1 of the calendar year next following the later of the calendar year in which the participant attains age 70 1/2 or the calendar year in which his Settlement Date occurs ("required commencement date"); provided, however, that the required commencement date of a participant who is a five percent owner (as defined in Section 416 of the Internal Revenue Code) with respect to the Plan Year ending in the calendar year in which he attains age 70 1/2 shall be April 1 of the next following calendar year. Notwithstanding the foregoing, a Participant in the Plan who attained age 70 1/2 on or before December 31, 1999 may elect to commence distribution of his benefits on the April next following the calendar year in which he attains age 70 1/2 or to continue such distributions. Notwithstanding any other provision of the Plan to the contrary, all distributions hereunder shall be made in accordance with the minimum distribution requirements contained in Section 1.401(a)(9)-1, and the minimum distribution incidental benefit requirements contained in Section 1.401(a)(9)-2 of the proposed Treasury Regulations, or in the corresponding Sections of any final Treasury Regulations issued under Section 401(a)(9) of the Internal Revenue Code." 15. By substituting the following for Paragraph 7.9(b) of the Plan, effective as of January 1, 1999: "(b) Definition of Eligible Rollover Distribution. -------------------------------------------- An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Internal Revenue Code; any distribution that is a hardship distribution (as described in Section 401(k)(2)(B)(i)(IV) of the Internal Revenue Code); and that portion of any distribution that is not includible in gross income." 16. By substituting the following for Paragraph 11.1(a)(i) of the Plan, effective as of January 1, 1995: "(i) $30,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue for the calendar year which begins with or within that Plan Year), or" 17. By substituting the following for Paragraph 11.1(c) of the Plan, effective as of January 1, 1998: "(c) For purposes of this Section, the term "total compensation" means the earned income, wages, salaries, fees for professional services, and other amounts received by a Participant for personal services actually rendered in the course of employment with an Company or Related Company, determined in accordance with Section 415(a)(3) of the Internal Revenue Code (including, but not limited to, commissions paid to salesmen, compensation for services based on a percentage of profits, commissions on insurance premiums, tips, and bonuses, any elective deferral (as defined in Section 402(g)(3) of the Internal Revenue Code) and any amount contributed or deferred by the Company or Related Companies at the Participant's election which is excludable from income under Section 125 of the Internal Revenue Code); provided that a Participant's total compensation taken into account for any Plan Year shall be limited to $160,000 or such greater amount as may be determined by the Commissioner of Internal Revenue for that year under Section 401(a)(17) of the Internal Revenue Code. Notwithstanding the previous sentence, a Participant's Total Compensation shall not include the following: (i) except as provided above, employer contributions to a plan of deferred compensation which are not includible in the Participant's gross income for the taxable year in which contributed, employer contributions to a simplified employee pension plan to the extent such contributions are deductible by the Participant, or any distributions from a deferred compensation plan; (ii) amounts realized from the exercise of a non-qualified stock option or when restricted stock or property held by the Participant becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option; (iv) any other amounts which received special tax benefits, or contributions made by the Participant (whether or not pursuant to a salary reduction agreement) towards the purchase of an annuity described in Section 403(b) of the Internal Revenue Code (whether or not such amounts are actually excludible from the Participant's gross income); or (v) any amounts required to be excluded under Section 415 of the Internal Revenue Code and the regulations thereunder." 18. By adding the following at the end of Paragraph 11.1(d) of the Plan, effective January 1, 2000: "The provisions of this Paragraph 11.1(d) shall not be effective for any Plan Year beginning after December 31, 1999." 19. By adding the following Supplement A to the Plan, effective April 4, 1999: "SUPPLEMENT A TO KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN Salary Reduction Amounts A-1. Purpose. The purpose of this Supplement A is to permit Participants in ------- the KTLA Inc. Hourly Employees' Retirement Plan to elect to contribute amounts (`Salary Reduction Amounts') to the Plan on a pre-tax basis under Section 401(k) of the Internal Revenue Code. A-2. Effective Date. This Supplement A is effective on or about April 4, -------------- 1999 for amounts paid after such date, in accordance with rules established by the Committee. A-3. Salary Reduction Amounts. Each Participant may elect, in such manner as the ------------------------ Committee may determine, to have an amount which is not more than the lesser of 15% of the Participant's Compensation or $10,000 (as adjusted for years after 1999 for cost-of-living increases under Internal Revenue Code Section 402(g)(5)) contributed by the Company on a before-tax basis. The amount so elected and contributed shall be called the `Salary Reduction Amount' and shall be applied to reduce such Participant's Compensation (except for purposes of the Plan such as determining the actual amount of the reduction and the Company contribution under Section 3.1 of the Plan) for the period with respect to which such contribution is made. A new Participant may make his initial election under this Paragraph A-3 at such time and in such manner as the Committee may establish, and shall be effective as of his applicable date under Section 2.1 or as of such other date as the Committee shall determine in accordance with rules established by the Committee and applied on a uniform basis to all similarly situated Participants. A Participant whose election under this Paragraph A-3 is already in effect may elect to increase or decrease the rate of his Salary Reduction Amount contributions (including an election to suspend or resume such contributions), within the limitations specified above, as of such date as the Committee shall determine in accordance with rules established by the Committee and applied on a uniform basis to all similarly situated Participants. Should the Committee at any time determine that the Salary Reduction Amount elected by a Participant exceeds the limitations found in Paragraph A-5 hereof, any excess (and any earnings allocable thereto) shall be distributed to him in cash as soon as practicable after such excess is discovered, but in no event later than the December 31 following the close of the Plan Year in which such excess Salary Reduction Amount relates. A-4. Payment and Allocation of Salary Reduction Amounts. Amounts by which a -------------------------------------------------- Participant's Compensation is reduced as a Salary Reduction Amount for any calendar month shall be paid to the Trustee as soon as practicable thereafter, but no later than the 15th business day of the next following month. The Committee shall establish a `Salary Reduction Account' on behalf of each participant who elects to have Salary Reduction Amounts contributed to the plan on his behalf. Salary Reduction Accounts shall be invested as provided in Section 5 of the Plan. A-5. Limitations Applicable to Highly Compensated Employees. ------------------------------------------------------ (a) If the contributions that would be made under Paragraph A-3 on behalf of any Highly Compensated Employees would exceed the limitation for any Plan Year under paragraph (c) below, the Salary Reduction Amounts elected by such Highly Compensated Employees shall be reduced as provided in paragraph (c). (b) For the purposes of this Paragraph A-5: (i) the term `Highly Compensated Employee' means any current or former employee who: (A) was a five percent or greater owner of the Company or any Related Company during the current or immediately preceding Plan Year; or (B) received Annual Compensation of more than $80,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue for that Plan Year) from the Company or any Related Company during the immediately preceding Plan Year and was in the top-paid 20 percent of employees. (ii) The term `Average Deferral Percentage' of a group of Participants for a Plan Year means the average of the deferral ratios (determined separately for each Participant in such group) of (1) to (2), where (1) equals the Salary Reduction Amounts elected by and contributed on behalf of such Participant for such Plan Year, and (2) equals the Participant's Annual Compensation for such Plan Year. (iii) The term `Annual Compensation' means, with respect to any Participant for any Plan Year, his total compensation (as defined in Paragraph 11.1(c) of the Plan). (c) The Average Deferral Percentage of the Highly Compensated Employees for any Plan Year may not exceed the greater of: (i) the Average Deferral Percentage of all other Participants for the Plan Year multiplied by 1.25; or (ii) the Average Deferral Percentage of all other Participants for the Plan Year multiplied by 2.0; provided that the Average Deferral Percentage of the Highly Compensated Employees for the Plan Year does not exceed that of all other Participants for the Plan Year by more than two percentage points. The Committee may, from time to time, monitor the Participants' Salary Reduction Amounts to determine whether the foregoing limitation will be satisfied and, to the extent necessary to ensure compliance with such limitation, may reduce, on a pro rata basis, the applicable percentage of future Compensation to be withheld for the Highly Compensated Employees. If for a Plan Year the Salary Reduction Amounts made on behalf of Highly Compensated Employees exceed the foregoing limitation, the Committee shall refund the excess Salary Reduction Amounts made on behalf of Highly Compensated Employees in order of the largest amounts to the extent necessary to meet the foregoing limitation. Any such excess Salary Reduction Amount (and the earnings thereon) shall be refunded in cash as soon as practicable after such excess is discovered, but in no event later than the December 31 following the close of the Plan Year. The trust earnings allocable to such excess Salary Reduction Amounts shall be determined by the Committee taking into account the time at which the Amounts were contributed to the Plan, the Investment Funds in which the Amounts were invested, and the time at which the excess is distributed, in accordance with reasonable and uniform rules applied to all similarly situated Participants. If a Highly Compensated Employee who must receive a refund of an excess Salary Reduction Amount also contributed for the same plan year a Salary Reduction Amount in excess of $10,000 (as adjusted for cost-of-living increases), the distributions of such excess amounts shall be coordinated in accordance with Treasury Regulations Section 1.401(k)-1(f)(5)(i). A-6. Adjustment of Salary Reduction Account. Each Participant's Salary Reduction -------------------------------------- Account shall be adjusted in accordance with this Paragraph A-6, pursuant to rules established by the Committee on a uniform basis. Salary Reduction Amounts shall be credited to accounts as soon as practicable after they are received by the Trustee. Distributions shall be changed to accounts on or as soon as practicable after the date distribution is made. Each Account shall be adjusted to reflect the investment gains and losses of the Investment Funds in which the account invested pursuant to Section 5. A-7. Vesting. A Participant shall always be fully vested in and have a ------- non-forfeitable right to his Salary Reduction Account. A-8. Distribution. Except as provided in Paragraph A-9, a Participant's ------------ Salary Reduction Account shall be distributed after the Participant's Settlement Date in accordance with Section 7 of the Plan. A-9. Hardship Withdrawals. Subject to the approval of the Committee, a -------------------- Participant may request a withdrawal of any part of his Salary Reduction Account in the event of financial hardship; provided, that the amount of any such withdrawal from his Salary Reduction Account may not exceed the sum of the previously contributed Salary Reduction Amounts. A withdrawal requested under this Paragraph shall be permitted by the Committee only if, in the determination of the Committee, such withdrawal is necessary in light of immediate and heavy financial needs of the Participant occasioned by one of the hardships defined in subparagraph 4.2(a) of the Plan. Any such withdrawal shall be made in accordance with the terms and provisions of Section 4.2 of the Plan. A-10. Use of Terms. All terms and provisions of the Plan shall apply to this ------------ Supplement A, except that where the terms and provisions of the trust and this Supplement A conflict, the terms and provisions of this Supplement A shall govern." EX-23.1 7 ex23_1.txt CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the KTLA Inc. Hourly Employees' Retirement Plan of our report dated June 15, 2001 with respect to the financial statements and schedule of the Times Mirror Savings Plus Plan included in the Tribune Company Annual Report (Form 10-K/A) for the year ended December 31, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois September 27, 2001 EX-23.2 8 ex23_2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 2001 relating to the financial statements and financial statement schedules of Tribune Company, which appears in Tribune Company's Annual Report on Form 10-K/A for the year ended December 31, 2000. We also consent to the incorporation by reference in this Registration Statement of our reports dated June 27, 2001 relating to the financial statements, which appear in the Annual Report of Tribune Company Savings Incentive Plan and the KTLA Inc. Hourly Employees' Retirement Plan on Form 10-K/A for the year ended December 31, 2000 /s/ PricewaterhouseCoopers LLP Chicago, Illinois October 1, 2001 EX-24 9 ex24.txt POWER OF ATTORNEY Exhibit 24 Power of Attorney KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of John W. Madigan and Crane H. Kenney as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign any registration statement related to the Chicago Tribune Tax Deferred Investment Plan for Machinists, the KTLA Inc. Hourly Employees' Retirement Plan, the Times Mirror Savings Plus Plan, the Tribune Company Defined Contribution Retirement Plan, the Tribune Company Savings Incentive Plan and the WPIX, Inc. Hourly Employees' Retirement Plan (each, a "Registration Statement"), and all amendments or supplements (including post-effective amendments) to any Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any national securities exchange, broker or dealer granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts. This power of attorney has been signed below by the following persons in the capacities indicated as of July 24, 2001. /s/ Jeffrey Chandler ------------------------------------ Jeffrey Chandler Director /s/ Dennis J. FitzSimons ------------------------------------- Dennis J. FitzSimons Executive Vice President and Director /s/ Roger Goodan -------------------------------------- Roger Goodan Director /s/ Enrique Hernandez, Jr. -------------------------------------- Enrique Hernandez, Jr. Director /s/ Nancy Hicks Maynard -------------------------------------- Nancy Hicks Maynard Director /s/ Andrew J. McKenna -------------------------------------- Andrew J. McKenna Director /s/ James J. O'Connor -------------------------------------- James J. O'Connor Director /s/ Patrick G. Ryan -------------------------------------- Patrick G. Ryan Director /s/ William Stinehart, Jr. -------------------------------------- William Stinehart, Jr. Director /s/ Dudley S. Taft -------------------------------------- Dudley S. Taft Director /s/ Arnold R. Weber -------------------------------------- Arnold R. Weber Director /s/ Jack Fuller -------------------------------------- Jack Fuller Director

FORM S-8

REGISTRATION STATEMENT UnderThe Securities Act of 1933

PART II

INFORMATION REQUIRED IN THEREGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Item 4. Description of Securities.

Item 5. Interests of Named Experts and Counsel.

Item 6. Indemnification of Directors and Officers.

Item 7. Exemptions from Registration Claimed.

Item 8. Exhibits.

Item 9. Undertakings.

SIGNATURES

EXHIBIT INDEX

REGISTRATION STATEMENT
Under
The Securities Act of 1933

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT