<PAGE>
As filed with the Securities and Exchange Commission on January 18, 1996
Registration No. 33-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DC HOLDCO, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4545390
(State of incorporation) (I.R.S. Employer
Identification No.)
500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)
Capital Cities/ABC, Inc. Savings & Investment Plan
(Full title of the plan)
DAVID K. THOMPSON, ESQ.
Senior Vice President-Assistant General Counsel
500 South Buena Vista Street
Burbank, California 91521
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (818) 560-1000
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share price fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1) 6,000,000(2) $60.24(3) $361,440,000.00(3) $124,634.48
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to
be offered or sold pursuant to the employee benefit plan described herein.
(2) The shares of Common Stock being registered consist of shares to be
acquired by the Trustee pursuant to the plan for the accounts of
participants.
(3) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
tape for January 11, 1996.
________________________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Registrant and The Walt Disney Company
("Disney") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:
(1) Disney's and the Plan's latest annual reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934;
(2) Registrant's Certificate of Incorporation, filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-4 filed with the Commission on
November 13, 1995 (File No. 33-64141);
(3) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-B, dated December 28, 1995.
In addition, all documents subsequently filed by Registrant or Disney
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation, including Registrant, to indemnify its directors, officers,
employees and agents under certain circumstances. Registrant's Certificate of
Incorporation and Bylaws provide that Registrant shall indemnify such persons to
the full extent authorized or permitted by law. The Certificate and Bylaws
further provide that Registrant may purchase and maintain liability insurance on
behalf of directors, officers, employees or agents of Registrant, whether or not
Registrant would have the power to indemnify them against such liability under
the provisions of law. In addition, the Certificate and Bylaws provide that
Registrant may create a trust fund, grant a security interest and/or use other
means (including letters of credit, surety bonds and/or similar arrangements),
as well as enter into contracts providing for indemnification to the full extent
authorized or permitted by law and including provisions to ensure the payment of
indemnification amounts. Moreover, the Certificate provides that no director of
Registrant shall be personally liable to Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except (i) for
any breach of the duty of loyalty to registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for liability under Section 174 of the Delaware
General Corporation Law (involving certain
S-2
<PAGE>
unlawful dividends or stock repurchases), or (iv) for any transaction from which
the director derived an improper personal benefit.
Registrant maintains an officers' and directors' liability insurance policy
insuring Registrant's officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Registrant,
under certain circumstances, in the event that indemnification payments are made
by Registrant to such officers and directors.
Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and certain of its officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification
Agreement) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
Indemnitee and approved by the Board of Directors. In addition, in the event of
a Potential Change in Control (as defined in the Indemnification Agreement), the
Indemnitee may require Registrant to establish a trust for his benefit and to
find such trust in amounts reasonably anticipated or proposed to be paid to
satisfy Registrant's indemnification obligations under the Indemnification
Agreement.
ITEM 8. EXHIBITS
See Index to Exhibits on page S-8.
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, registrant hereby confirms that it has
submitted the Plan and undertakes that it will submit all amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner, and that it has
made or will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, 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;
(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 this registration
statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
S-3
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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 further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and
will be governed by the final adjudication of such issue.
S-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Burbank, State of California, on the 17th day of
January, 1996.
DC HOLDCO, INC.
(Registrant)
By: /s/ David K. Thompson
----------------------------------------
David K. Thompson
Senior Vice President-Assistant
General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
DAVID K. THOMPSON his or her true and lawful attorney-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, 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, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
S-5
<PAGE>
SIGNATURES
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 Burbank, State of California, on the 17th day of
January, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David K. Thompson Senior Vice President- January 17, 1996
- --------------------------- Assistant General Counsel
(David K. Thompson)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sanford M. Litvack President and a Director January 17, 1996
- ----------------------------------------
(Sanford M. Litvack)
/s/ Stephen F. Bollenbach Senior Executive Vice January 17, 1996
- ---------------------------------------- President and Chief
(Stephen F. Bollenbach) Financial Officer
/s/ John J. Garand Senior Vice President- January 17, 1996
- ---------------------------------------- Planning and Control
(John J. Garand) (Chief Accounting Officer)
/s/ David K. Thompson Director January 17, 1996
- ----------------------------------------
(David K. Thompson)
/s/ Marsha L. Reed Director January 17, 1996
- ----------------------------------------
(Marsha L. Reed)
</TABLE>
S-6
<PAGE>
Pursuant to the requirements 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 New York, State of New York, on the 12th day of
January, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David J. Vondrak Member, Employee Benefits January 12, 1996
- ----------------------------- Committee under the Capital
David J. Vondrak Cities/ABC, Inc. Savings &
Investment Plan
</TABLE>
S-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Document Page
- ------- ----------------------- ------------
<C> <S> <C>
(4.1) Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4, filed with the Commission on
November 13, 1995 (File No. 33-64141) is hereby incorporated by reference.............
(4.2) Amended Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4, filed with the Commission on November 13,
1995 (File No. 33-64141) is hereby incorporated by reference..........................
(4.3) Capital Cities/ABC, Inc. Savings & Investment Plan, restated and effective as of
June 1, 1994, and amendments thereto, are filed herewith.............................. 9
(23.1) Consent of Price Waterhouse LLP, independent accountants, is filed herewith........... 114
(23.2) Consent of Ernst & Young LLP, independent auditors, is filed herewith................. 115
(24) Powers of attorney (included at page S-5).............................................
</TABLE>
S-8
<PAGE>
EXHIBIT 4.3
CAPITAL CITIES/ABC, INC.
SAVINGS & INVESTMENT PLAN
(June 1, 1994, Restatement)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.01 Definitions............................................. 2
1.02 Construction............................................ 11
ARTICLE II
MEMBERSHIP
2.01 Membership............................................. 12
2.02 Duration of Membership................................. 12
2.03 Reemployment........................................... 12
2.04 Enrollment............................................. 12
ARTICLE III
COMPENSATION
3.01 Compensation........................................... 13
3.02 Compensation Limit..................................... 13
ARTICLE IV
SERVICE
4.01 Service................................................ 14
4.02 Service of Part-Time Employees......................... 14
4.03 Other Service-Crediting Provisions..................... 14
4.04 Interruption of Service................................ 15
4.05 Leaves of Absence...................................... 16
4.06 Employment With a Successor Company.................... 16
4.07 Fractional Months of Service........................... 17
4.08 Non-duplication........................................ 17
</TABLE>
<PAGE>
ii
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE V
CONTRIBUTIONS
5.01 Pre-Tax Contributions................................. 18
5.02 After-Tax Contributions............................... 18
5.03 Change in Contribution Rate........................... 19
5.04 Company Matching Contributions........................ 19
5.05 Contributions Contingent on Deductibility............. 20
5.06 Rollover Contributions................................ 20
5.07 Return of Employer Contributions...................... 20
5.08 Two Separate Contracts................................ 20
ARTICLE VI
LIMITATIONS ON CONTRIBUTIONS
6.01 Limit on Pre-Tax Contributions........................ 22
6.02 Actual Deferral Percentage Test....................... 22
6.03 Actual Contribution Percentage Test................... 22
6.04 Prohibition on Multiple Use........................... 23
6.05 Maximum Contributions................................. 23
6.06 Imposition of Limitations............................. 24
6.07 Return of Excess Deferrals and Excess Contributions... 24
ARTICLE VII
INVESTMENTS AND ACCOUNTS
7.01 Trust and Trustee..................................... 27
7.02 The Fund.............................................. 27
7.03 Investment Funds...................................... 27
7.04 Allocation of Contributions........................... 28
7.05 Change in Allocation.................................. 29
7.06 Valuation............................................. 29
7.07 Accounts.............................................. 30
7.08 Risk of Loss.......................................... 30
7.09 Interests in the Funds................................ 30
7.10 Sole Source of Benefits............................... 30
</TABLE>
<PAGE>
iii
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE VIII
VOTING OF AND TENDER OR EXCHANGE OFFERS FOR
COMMON STOCK
8.01 Voting................................................. 31
8.02 Tender and Exchange Offers............................. 31
8.03 Conversions............................................ 33
ARTICLE IX
VESTING
9.01 Immediately Vested Accounts............................ 34
9.02 Company Matching Account............................... 34
9.03 Forfeiture............................................. 35
ARTICLE X
LOANS
10.01 Eligibility............................................ 36
10.02 Application Procedure.................................. 36
10.03 Promissory Note........................................ 36
10.04 Maximum Amount......................................... 36
10.05 Minimum Amount......................................... 37
10.06 Term................................................... 37
10.07 Interest Rate.......................................... 37
10.08 Repayment.............................................. 37
10.09 Prepayment............................................. 37
10.10 Security............................................... 37
10.11 Default................................................ 37
10.12 Treatment as Investment................................ 39
10.13 Ordering Rules......................................... 39
10.14 Fees................................................... 39
</TABLE>
<PAGE>
iv
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE XI
WITHDRAWALS
11.01 After-Tax Contribution Account............................... 40
11.02 Pre-Tax Contribution Account................................. 40
11.03 Hardship Withdrawals......................................... 40
11.04 Notice....................................................... 41
11.05 Dollar Limitations........................................... 41
11.06 Priority of Accounts......................................... 41
11.07 Source of Funds.............................................. 41
11.08 Valuation.................................................... 42
11.09 Outstanding Loan............................................. 42
11.10 Inactive Employees........................................... 42
ARTICLE XII
DISTRIBUTIONS
12.01 Severance from Service Required.............................. 43
12.02 Notice Regarding Form and Payment of Distributions........... 43
12.03 Normal Form of Payment....................................... 43
12.04 Optional Forms of Payment.................................... 44
12.05 Mandatory Lump Sum........................................... 45
12.06 Distribution Date............................................ 45
12.07 Death........................................................ 46
12.08 Designation of Beneficiary................................... 47
12.09 Payment Medium............................................... 48
12.10 Risk of Loss................................................. 48
12.11 Minimum Required Distributions............................... 48
12.12 Direct Rollover.............................................. 49
ARTICLE XIII
ADMINISTRATION
13.01 Employee Benefits Committee.................................. 51
13.02 Chairman and Secretary....................................... 51
13.03 Committee Meetings and Votes................................. 51
13.04 Evidence of Action of the Committee.......................... 51
</TABLE>
<PAGE>
v
<TABLE>
<CAPTION>
Page
----
<S> <C>
13.05 Records and Reports.................................... 51
13.06 Powers and Duties of the Committee..................... 51
13.07 Professional Assistance................................ 53
13.08 Allocation and Delegation of Committee Responsibilities 53
13.09 Compensation and Expenses.............................. 53
13.10 Investment Responsibilities............................ 53
13.11 Plan Administrator..................................... 54
13.12 Multiple Fiduciary Capacities.......................... 54
ARTICLE XIV
BENEFIT CLAIMS PROCEDURE
14.01 Claims Procedure....................................... 55
14.02 Review Procedure....................................... 55
14.03 Required Information................................... 56
14.04 Effective Date......................................... 56
ARTICLE XV
AMENDMENT, MERGER, AND TERMINATION OF THE PLAN
15.01 Amendment of the Plan.................................. 57
15.02 Merger or Consolidation of the Plan.................... 57
15.03 Termination of the Plan................................ 57
15.04 Design Decisions....................................... 58
ARTICLE XVI
MISCELLANEOUS
16.01 Employment Rights Not Affected by Plan................. 59
16.02 Booklets and Brochures Subject to Plan Provisions...... 59
16.03 Doubt as to Identity................................... 59
16.04 Liability Limited...................................... 59
16.05 Overpayments........................................... 60
16.06 Incapacity............................................. 60
16.07 Assignment and Liens................................... 60
16.08 Withholding Taxes...................................... 61
</TABLE>
<PAGE>
vi
<TABLE>
<CAPTION>
Page
----
<S> <C>
16.09 Titles and Headings Not to Control..................... 61
16.10 Notice of Process...................................... 62
16.11 Nonreversion........................................... 62
16.12 Governing Law.......................................... 62
16.13 Interpretation of Plan and Trust....................... 62
16.14 Severability........................................... 62
16.15 Complete Statement of Plan............................. 62
ARTICLE XVII
TOP-HEAVY PLAN PROVISIONS
17.01 Application of Article XVII............................ 63
17.02 Definitions Concerning Top-Heavy Status................ 63
17.03 Calculation of Top-Heavy Ratio......................... 64
17.04 Effect of Top-Heavy Status............................. 64
17.05 Effect of Discontinuance of Top-Heavy Status........... 65
17.06 Intent of Article XVII................................. 66
SCHEDULE I....................................................... 67
SCHEDULE II...................................................... 68
SCHEDULE III..................................................... 69
SCHEDULE IV...................................................... 70
SCHEDULE V....................................................... 71
SCHEDULE VI...................................................... 72
SCHEDULE VII..................................................... 73
SCHEDULE VIII.................................................... 74
SCHEDULE IX...................................................... 75
SCHEDULE X....................................................... 77
SCHEDULE XI...................................................... 80
</TABLE>
<PAGE>
vii
<TABLE>
<CAPTION>
Page
----
<S> <C>
SCHEDULE XII..................................................... 81
SCHEDULE XIII.................................................... 83
SCHEDULE XIV..................................................... 84
SCHEDULE XV...................................................... 85
SCHEDULE XVI..................................................... 86
SCHEDULE XVII.................................................... 87
SCHEDULE XVIII................................................... 88
SCHEDULE XIX..................................................... 89
SCHEDULE XX...................................................... 90
</TABLE>
<PAGE>
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
(June 1, 1994, Restatement)
PREAMBLE
--------
This document amends and restates in its entirety the Capital Cities/ABC, Inc.
Savings & Investment Plan (the "Plan"), effective as of June 1, 1994.
The purposes of the Plan are to provide eligible employees with opportunities
for (i) convenient and regular personal savings; (ii) sharing in contributions
by the Company; and (iii) receiving benefits from the Fund, based on the
contributions by the Company and the Member and the performance of the Fund's
investments, which shall include the Corporation's Common Stock.
Except as otherwise specifically provided herein, this restatement shall apply
only to contributions to the Plan, and the operation of the Plan, from and after
June 1, 1994. The operation of the Plan before June 1, 1994, shall be
determined under the applicable instruments then in effect, except as otherwise
provided herein.
The provisions of Articles I through XVII of the Plan are modified by the
provisions of the Schedules attached to the Plan. To the extent that the
provisions of the Schedules are inconsistent with the provisions of Articles I
through XVII of the Plan, the provisions of the Schedules shall supersede the
conflicting provisions in Articles I through XVII.
Effective June 1, 1994 (except to the extent that a particular provision of
the Plan or the Schedule of Effective Dates specifies a different effective
date), the Plan is hereby amended and restated to read in its entirety as
follows:
<PAGE>
2
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.01 Definitions. For purposes of the Plan, unless a different meaning
-----------
is plainly required by the context or is expressly provided, the following words
and phrases, when used in capitalized form in the Plan, shall be defined as
follows:
(a) "Account" - a Member's After-Tax Contribution Account, Pre-Tax
-------
Contribution Account, and Company Matching Account, maintained in accordance
with Section 7.07.
(b) "Affiliate" -
---------
(1) a member of a controlled group of corporations of which the Company
is a member, as determined under Section 414(b) of the Code;
(2) an unincorporated trade or business that is under common control with
the Company, as determined under Section 414(c) of the Code;
(3) a member of any affiliated service group that includes the Company,
as determined under Section 414(m) of the Code;
(4) except to the extent otherwise provided in Treasury Regulations, a
leasing organization with respect to the periods of service performed by an
individual who is a leased employee, within the meaning Section 414(n) of the
Code, with respect to the Company or an Affiliate (determined without regard to
this paragraph (4)); and
(5) any entity that is required to be aggregated with the Company
pursuant to Treasury Regulations under Section 414(o) of the Code;
provided that an entity described in this Section shall not be considered an
Affiliate during the period preceding the date on which it becomes an Affiliate
within the meaning of this Section.
(c) "After-Tax Contributions" - Member contributions made in accordance with
-----------------------
Section 5.02 (or any predecessor thereof).
(d) "After-Tax Contribution Account" - the bookkeeping account, maintained in
------------------------------
accordance with Section 7.07, that reflects the current value of the Member's
After-Tax Contributions.
<PAGE>
3
(e) "Alternate Payee" - an alternate payee within the meaning of Section
---------------
414(p)(8) of the Code and Section 206(d)(3)(K) of ERISA.
(f) "Beneficiary" - a person to whom a death benefit is payable in accordance
-----------
with Article XII.
(g) "Board of Directors" or "Board" - the Board of Directors of the
------------------ -----
Corporation (or the Executive Committee of the Board of Directors) as
constituted from time to time.
(h) "Break in Service" - in the case of a Full-Time Employee, the period
----------------
following a Severance from Service and preceding reemployment by the Company or
an Affiliate; and in the case of a Part-Time Employee, any Computation Period
during which a Part-Time Employee does not complete at least 501 Hours of
Service.
(i) "Code" - the Internal Revenue Code of 1986, as from time to time amended.
----
(j) "Committee" - the Employee Benefits Committee provided for in Section
---------
13.01.
(k) "Common Stock" - the common stock of the Corporation.
------------
(l) "Company" - the Corporation and any subsidiary or affiliate of the
-------
Corporation that, with the approval of the Board of Directors and subject to
such conditions as the Board of Directors may impose, adopts the Plan.
(m) "Company Matching Account" - the bookkeeping account, maintained in
------------------------
accordance with Section 7.07, that reflects the current value of the Company
Matching Contributions made with respect to the Member.
(n) "Company Matching Contribution" - contributions made to the Plan by the
-----------------------------
Company pursuant to Section 5.04 (or any predecessor thereof).
(o) "Compensation" - the amount paid by the Company to a Member who is an
------------
Eligible Employee, determined in accordance with Article III.
(p) "Computation Period" - the Plan Year. Notwithstanding the foregoing,
------------------
solely for purposes of Section 2.01, the Computation Period shall be, initially,
the twelve-consecutive-month period beginning on the first day for which the
Employee is entitled to be credited with an Hour of Service described in Section
1.01(bb)(1)(i) (the "Employment Commencement Date"), and thereafter shall be the
Plan Year (beginning with the Plan Year that includes the first anniversary of
his Employment Commencement Date); provided that, solely for purposes of Section
2.01, an Employee who is credited with 1,000 Hours of Service in both the
initial Computation Period and in the Plan Year that includes the first
<PAGE>
4
anniversary of his Employment Commencement Date shall be credited with two years
of Service.
(q) "Corporation" - Capital Cities/ABC, Inc., and any successor thereto.
-----------
(r) "Deferred Retirement Date" - in the case of a Member who is employed by
------------------------
the Company or an Affiliate after his Normal Retirement Date, the first day of
the month coincident with or next following his Severance from Service.
(s) "Disabled" - the Member's continuous inability, because of sickness or
--------
accident, to engage in any and every duty of his occupation.
(t) "Distribution Date" - the date as of which a withdrawal or distribution is
-----------------
made hereunder.
(u) "Eligible Employee" - an Employee who is a staff or talent employee of the
-----------------
Company and who is remunerated in U.S. currency, except that an individual
described by any of the following paragraphs shall not be an Eligible Employee:
(1) an Employee of the Company who is represented by a union unless the
union and the Employer have entered into a collective bargaining or other
agreement that provides that the Employee shall participate in the Plan; or
(2) an Employee of the Company if at the time of the adoption of the Plan
by the Employer, or thereafter, the Employer elects to exclude some or all
employees described in Section 410(b)(3)(C) of the Code and the Employee is
excluded from the Plan by reason of such election; or
(3) an individual who is hired for what is intended by the Company to be
a temporary period for a position in connection with a special event, such as
Olympics coverage or Presidential election coverage; or
(4) an individual who is hired in a position for a specific prime time
program or series produced by the Entertainment Division of the ABC Television
Network; or
(5) an individual who is employed by the Company pursuant to an agreement
that provides that the individual shall not be eligible to participate in the
Plan; or
(6) an Employee of the Corporation unless he (i) is an employee of a
division that was part of or an affiliate of American Broadcasting Companies,
Inc. before January 3, 1986, or (ii) was hired by or otherwise became employed
by the Corporation's
<PAGE>
5
corporate headquarters division or one of the Corporation's broadcasting
divisions after December 31, 1988; or
(7) an Employee of KQRS, Inc., KTRK Television, Inc. or WBAP-KSCS Radio,
Inc. unless he was hired or otherwise became employed after December 31, 1988;
or
(8) an Employee of ABC Holding Company, Inc. unless he is employed by
Station KABC-TV; or
(9) an Employee who is not classified as an employee by the Company, but
who is treated as an Employee by reason of being treated as a "common law"
employee of the Company pursuant to the standards prescribed by Internal Revenue
Service Revenue Ruling 87-41 or any successor thereto; or
(10) an Employee who is an Employee by reason of being treated as a
"leased employee" of the Company pursuant to Section 414(n) or (o) of the Code;
or
(11) an Employee whose basic compensation for services on behalf of the
Company is not paid directly by the Company.
Notwithstanding the provisions of paragraphs (3) and (4) of this Section
1.01(u), an Employee described in either of said paragraphs shall be treated as
an Eligible Employee to the extent that the terms of a collective bargaining
agreement to which the Company is a party require the Employee to be treated as
an Eligible Employee. Expiration of a collective bargaining agreement shall not
by itself affect an Employee's status as an Eligible Employee pending execution
of a new collective bargaining agreement.
(v) "Employee" - a person who is an employee of the Company or an Affiliate,
--------
including a "leased employee" (within the meaning of Section 414(n) or (o) of
the Code).
(w) "Employer" - the Corporation or a subsidiary or affiliate of the
--------
Corporation that is part of the Company.
(x) "ERISA" - the Employee Retirement Income Security Act of 1974, as from
-----
time to time amended.
(y) "Full-Time Employee" - an Employee who is designated as full-time by the
------------------
Employer or Affiliate that employs him under standards uniformly applicable to
similarly situated Employees.
(z) "Fund" - the assets of the Plan held by the Trustee.
----
<PAGE>
6
(aa) "Highly Compensated Employee" - an Employee who is a highly compensated
---------------------------
active employee within the meaning of Section 414(q) of the Code and the
Treasury Regulation thereunder, the provisions of which are hereby incorporated
herein by this reference, including any family member who is required to be
considered jointly with a Highly Compensated Employee under Section 414(q)(6) of
the Code, and any former Employee who had a separation year before the
determination year and who was an active Highly Compensated Employee for either
such former Employee's separation year or any determination year ending on or
after the Employee's 55th birthday; provided that an Employee who separated from
service before January 1, 1987, shall be included as a Highly Compensated
Employee only if the Employee was a 5-percent owner, as defined in Section
416(i)(1)(B) of the Code, or received compensation in excess of $50,000 during
the Employee's separation year (or the year preceding such separation year) or
any year ending on or after such Employee's 55th birthday (or the last year
ending before such Employee's 55th birthday). The Committee may elect, for any
Plan Year, to treat any Employee earning compensation in excess of $50,000, as
such amount is adjusted pursuant to Section 414(q) of the Code, as a Highly
Compensated Employee, or to make the look-back calculation required by Q&A-14(b)
of Treasury Regulation Section 1.414(q)-1T on the basis of the Plan Year, or
both. An election to determine Highly Compensated Employees as described in the
preceding sentence shall be made in accordance with Section 414(q)(12) of the
Code and any Treasury Regulation or other guidance published pursuant thereto,
and an election to make the look-back year calculation as described in the
preceding sentence shall be made in accordance with Q&A-14(b) of Treasury
Regulation Section 1.414(q)-1T and any other relevant guidance published
pursuant to Section 414(q) of the Code. For purposes of determining who is a
Highly Compensated Employee under the Plan in accordance with Section 414(q) of
the Code and this Section 1.01(aa), the following definitions and rules shall
apply:
(1) "compensation" means compensation within the meaning of Section
415(c)(3) of the Code, plus all elective or salary-reduction contributions to
a cafeteria plan or a cash or deferred arrangement;
(2) "determination year" means the Plan Year for which such
determination is made;
(3) "family" means the spouse and the lineal ascendants and
descendants (and spouses of such ascendants and descendants) of any Employee
or former Employee;
(4) "look-back year" means the 12-month period immediately preceding the
determination year; and
(5) "separation year" means the determination year in which the Employee
Severs from Service.
<PAGE>
7
(bb) "Hour of Service" - (1) each hour for which an Employee is directly or
---------------
indirectly paid or entitled to payment by the Company or an Affiliate (i) for
the performance of duties or (ii) for reasons other than the performance of
duties (irrespective of whether the employment relationship has terminated) due
to vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty, or leave of absence;
(2) each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Company or an Affiliate, excluding any
hours credited under paragraph (1), above; and
(3) solely for the purpose of determining whether a Break in Service has
occurred, hours, not in excess of 501, that would have been credited normally
(or, if undeterminable, at the rate of eight hours per work day) but for an
Employee's absence from work by reason of (i) the Employee's pregnancy, (ii) the
birth of the Employee's child, (iii) the placement of a child with the Employee
in connection with the Employee's adoption of the child, or (iv) the Employee's
caring for such a child immediately following such birth or placement. Hours of
Service described in this paragraph (3) shall be credited to the Computation
Period in which the absence begins, if necessary to avoid a Break in Service, or
if not so necessary, to the immediately following Computation Period. Hours of
Service under this paragraph (3) shall be credited only if the Employee timely
furnishes to the Employee's Employer (or the appropriate Affiliate if the
Employee is employed by an Affiliate) such information as it requires to
establish the reason for and the length of the absence.
Notwithstanding the foregoing, no more than 501 Hours of Service shall be
credited under paragraph (1)(ii) of this Section 1.01(bb) to an Employee on
account of any single continuous period during which the Employee performs no
duties (whether or not that period occurs in a single Computation Period); an
hour for which an Employee is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed is not
required to be credited to the Employee if the payment is made or due under a
plan maintained solely for the purpose of complying with applicable workers'
compensation or unemployment compensation or disability insurance laws; and
Hours of Service shall not be credited for a payment that solely reimburses an
Employee for medical or medically related expenses incurred by the Employee.
An individual who is a "leased employee" (within the meaning of Section 414(n)
or (o) of the Code) of the Company or an Affiliate shall be credited with Hours
of Service to the same extent as if he had been employed and paid by the Company
or the Affiliate for which he performs services; provided that a leased employee
shall not be credited with Hours of Service for any period during which the safe
harbor requirement of Section 414(n)(5) of the Code is satisfied with respect to
such leased employee.
<PAGE>
8
The provisions of Labor Regulation Section 2530.200b-2(b) and (c) are
incorporated herein by this reference.
Notwithstanding anything in this Section 1.01(bb) to the contrary, and except
as otherwise required by Labor Regulation Section 2530.200b-3(e), an Employee's
Hours of Service shall be determined exclusively by crediting the Employee with
10 Hours of Service for each day in which the Employee completes at least one
Hour of Service and without regard to whether the Employee actually completes
more (or less) than 10 Hours of Service on that day.
(cc) "Investment Fund" - an investment fund maintained pursuant to Section
---------------
7.03.
(dd) "Investment Manager" - a Plan fiduciary (other than the Trustee) that (i)
------------------
has the power to manage, acquire, or dispose of any asset of the Plan; (ii) has
acknowledged in writing that it is a fiduciary with respect to the Plan; and
(iii) is registered as an investment adviser under the Investment Advisers Act
of 1940, is a bank as defined in that Act, or is an insurance company qualified
to perform services described in clause (i) of this Section 1.01(dd) under the
laws of more than one State.
(ee) "Labor Regulation" - a regulation issued by the Secretary of Labor under
----------------
ERISA.
(ff) "Leave of Absence" - a temporary period of absence (of up to two years)
----------------
from employment with the Company and the Affiliates that is approved by the
Employer or an Affiliate in accordance with rules that shall be applied
uniformly, so that all Employees in similar circumstances are treated alike.
Any Employee who leaves the Company and the Affiliates directly to perform
service in the armed forces of the United States under conditions entitling him
to reemployment rights under the laws of the United States shall be regarded as
being on a Leave of Absence during his absence from the Company and the
Affiliates; provided that if the Employee fails to make application for
reemployment with the Company or an Affiliate within the period specified by
such laws for the preservation of reemployment rights, the Employee shall be
regarded as having Separated from Service on the date the Leave of Absence
began.
(gg) "Limitation Year" - the calendar year.
---------------
(hh) "Loan" - a loan by the Plan to a Member in accordance with Article X.
----
(ii) "Lump-Sum Distribution" - a Voluntary Lump-Sum Distribution or a
---------------------
Mandatory Lump-Sum Distribution.
(jj) "Mandatory Lump-Sum Distribution" - a single payment made in accordance
-------------------------------
with Section 12.05 or 12.07.
<PAGE>
9
(kk) "Member" - an Eligible Employee who becomes a Member pursuant to Article
------
II, or a former Eligible Employee who previously became a Member pursuant to
Article II, but only for so long as such Eligible Employee or former Eligible
Employee is considered a Member in accordance with Section 2.02.
(ll) "Normal Retirement Age" - age 65.
---------------------
(mm) "Normal Retirement Date" - the first day of the month coincident with or
----------------------
next following the attainment of Normal Retirement Age.
(nn) "Optional Form of Payment" - a form of payment described in Section
------------------------
12.04.
(oo) "Part-Time Employee" - an Employee who is not a Full-Time Employee.
------------------
(pp) "Plan" - the Capital Cities/ABC, Inc. Savings & Investment Plan, as the
----
same may be amended from time to time.
(qq) "Plan Administrator" - the Corporation when acting in its capacity as the
------------------
"administrator" of the Plan pursuant to Section 13.11.
(rr) "Plan Year" - the calendar year.
---------
(ss) "Pre-Tax Contributions" - contributions made to the Plan by the Company
---------------------
at the election of the Member pursuant to Section 5.01 (or any predecessor
thereof).
(tt) "Pre-Tax Contribution Account" - the bookkeeping account, maintained in
----------------------------
accordance with Section 7.07, that reflects the current value of the Pre-Tax
Contributions made with respect to a Member.
(uu) "Predecessor Company" - an entity or predecessor thereof, prior, in
-------------------
either case, to its becoming, or to its becoming part of, the Company or an
Affiliate, as determined by the Board of Directors.
(vv) "Qualified Domestic Relations Order" - a qualified domestic relations
----------------------------------
order within the meaning of Section 206(d)(3) of ERISA and Section 414(p) of the
Code.
(ww) "Retirement" - the Member's retirement under the terms of a defined
----------
benefit Tax-Qualified Plan maintained, or contributed to, by the Company or an
Affiliate.
(xx) "Rollover Contributions" - contributions to the Plan pursuant to Section
----------------------
5.06 (or any predecessor thereof).
<PAGE>
10
(yy) "Section" - a section of the Plan, except that where, in context, the
-------
term "Section" plainly refers to a statutory or regulatory provision, "Section"
shall refer to a section of the pertinent statute or regulation (e.g., Section
----
401(a) of the Code or Section 3(16)(A) of ERISA).
(zz) "Service" - a Member's service with the Company or an Affiliate, computed
-------
in accordance with Article IV and used to determine vesting or eligibility for
membership under the Plan.
(aaa) "Sever from Service" - incur a Severance from Service.
------------------
(bbb) "Severance from Service" - the earlier of (1) the date an Employee
----------------------
terminates employment with the Company and the Affiliates by reason of a quit,
discharge, retirement, or death or (2) the first anniversary of the date the
Employee is first absent (but not on a Leave of Absence) from employment by the
Company and the Affiliates for any other reason.
(ccc) "Schedule" - a schedule appearing at the end of the Plan.
--------
(ddd) "Successor Company" - a former part of the Company, a former
-----------------
Affiliate, or a former part of an Affiliate, after the date on which it ceases
to be a part of the Company, an Affiliate, or a part of an Affiliate.
(eee) "Surviving Spouse" - the individual to whom a Member is married on
----------------
the date of the Member's death.
(fff) "Tax-Qualified Plan" - a plan that is, or that has been determined
------------------
by the Internal Revenue Service to be, qualified under Section 401(a) or 403(a)
of the Code.
(ggg) "Treasury Regulation" - a regulation issued by the Secretary of the
-------------------
Treasury under the Code.
(hhh) "Trust" - any trust that holds all or part of the Fund. Any such
-----
trust may also hold the assets of plans other than this Plan.
(iii) "Trust Agreement" - the agreement or agreements entered into by the
---------------
Corporation evidencing the Trust, as the same may be amended from time to time.
(jjj) "Trustee" - the trustee or trustees acting under the Trust
-------
Agreement.
(kkk) "Valuation Date" - the last business day of each calendar month and
--------------
any other date or dates designated by the Committee for the valuation of
Accounts.
<PAGE>
11
(lll) "Value" - the value of an Account, determined in accordance with
-----
Section 7.07.
(mmm) "Voluntary Lump-Sum Distribution" - a single payment made in accordance
-------------------------------
with Article XII (other than a Mandatory Lump-Sum Distribution or a distribution
made in accordance with Section 12.04).
1.02 Construction. Unless the contrary is plainly required by the
------------
context, wherever any words are used herein in the masculine gender, they shall
be construed as though they were also used in the feminine gender, and vice
versa, 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, and vice versa.
<PAGE>
12
ARTICLE II
MEMBERSHIP
2.01 Membership. An individual who was a Member immediately before June
----------
1, 1994, shall be a Member on June 1, 1994. Every other Employee shall be
eligible to become a Member as of the first day of the month that coincides with
or next follows his completion of one year of Service, but only if he is a
Eligible Employee on that date. If he is not an Eligible Employee on that date,
he shall be eligible to become a Member on the first day of the first calendar
month thereafter on which he is an Eligible Employee.
2.02 Duration of Membership. Once an Eligible Employee has become a
----------------------
Member, he shall continue to be a Member until his entire nonforfeitable accrued
benefit under the Plan has been distributed or his death, whichever occurs
first. Once his entire nonforfeitable accrued benefit under the Plan has been
distributed or his death occurs, a Member shall cease to be a Member.
2.03 Reemployment. If a current or former Member is no longer an
------------
Eligible Employee, he shall cease to be eligible to participate actively in the
Plan, but if he is reemployed by the Company as an Eligible Employee, he shall
be eligible to participate actively in the Plan on the first day of the first
calendar month occurring on or after the date on which he again performs an Hour
of Service (within the meaning of Section 1.01(bb)(1)(i)) for the Company as an
Eligible Employee.
2.04 Enrollment. An Eligible Employee who is eligible to become a Member
----------
in accordance with the preceding provisions of this Article II may become a
Member by enrolling the Plan in such manner and form, and at such time, as the
Committee shall prescribe. Similarly, a Member who has ceased to participate
actively in the Plan, but who is eligible to resume active participation, may
resume active participation in the Plan by re-enrolling in the Plan in such
manner and form, and at such time, as the Committee shall prescribe.
<PAGE>
13
ARTICLE III
COMPENSATION
3.01 Compensation. (a) Except as provided in Section 3.01(b),
------------
"Compensation" means amounts paid by the Company to a Member who is an Eligible
Employee as basic salary and as commissions and sales bonuses, if any, and
amounts contributed on behalf of the Member to a cafeteria plan or a cash or
deferred arrangement and not included in the Member's gross income for federal
income tax purposes under Section 125 or 402(e)(3) of the Code, but excluding
bonuses (other than sales bonuses), incentive compensation, profit
participation, and compensation for overtime or extended work week and any other
items of remuneration.
(b) In the case of a Member who is represented by a union, "Compensation"
means the amount of covered compensation prescribed by the collective bargaining
agreement with the Employer pursuant to which he is treated as an Eligible
Employee.
3.02 Compensation Limit. In addition to other applicable limitations
------------------
that may be set forth in the Plan, and notwithstanding any other contrary
provision of the Plan, annual Compensation taken into account under the Plan for
the purpose of calculating the contributions to the Plan by or in respect of a
Member for any Plan Year shall not exceed the applicable compensation limit
under Section 401(a)(17) of the Code and the Treasury Regulation interpreting
that section, adjusted for changes in the cost of living as provided in that
Section and the applicable Treasury Regulation. Effective January 1, 1989, the
annual compensation used in determining contributions for periods beginning on
or after that date was $200,000 (indexed). Effective January 1, 1994, the
annual compensation used in determining contributions for periods beginning on
or after that date is $150,000 (indexed). In determining the Compensation of a
Member for purposes of this Section 3.02, the rules of Section 414(q)(6) of the
Code shall apply, except that in applying those rules, the term "family" shall
include only the spouse of the Member and any lineal descendants of the Member
who have not attained age 19 before the close of the Plan Year.
<PAGE>
14
ARTICLE IV
SERVICE
4.01 Service. Except as otherwise provided in this Article IV, a Full-
-------
Time Employee's Service shall be the sum of the years and fractions of a year of
service credited as follows:
(a) The Employee's service through December 31, 1983, if any, as determined
under the Plan as in effect on December 31, 1983, or under the Plan as in effect
on January 1, 1984, whichever results in the greater number of years of Service;
plus
(b) The Employee's years and fractions of a year in completed months as an
Employee of the Company or an Affiliate (but only from the date it became an
Affiliate) subsequent to December 31, 1983, until he Severs from Service
(provided that if an Employee completes an Hour of Service, within the meaning
of Section 1.01(bb)(1)(i), before the first anniversary of his Severance from
Service, the Severance from Service shall be deemed not to have occurred for
purposes of this Section 4.01(b)).
4.02 Service of Part-Time Employees. Except as otherwise provided in
------------------------------
this Article IV, a Part-Time Employee's Service shall be determined as follows
and without regard to the provisions of Section 4.01:
(a) A year of Service shall include any Computation Period beginning before
January 1, 1976, if such period qualified as a year of Service under the Plan as
in effect on either December 31, 1975, or January 1, 1976.
(b) A year of Service shall include any Computation Period beginning after
December 31, 1975, in which the Employee completes 1,000 or more Hours of
Service with the Company and the Affiliates.
4.03 Other Service-Crediting Provisions. (a) To the extent determined
----------------------------------
by the Board of Directors, the Member's Service shall include his service as an
employee of a Predecessor Company if the Member was an employee of the
Predecessor Company when it became, or became a part of, the Company and the
Affiliates.
(b) An individual who is a "leased employee" (within the meaning of Section
414(n) or (o) of the Code) of the Company or an Affiliate shall be credited with
Service to the same extent as if he had been employed and paid by the Company or
Affiliate for which he performs services; provided that a leased employee shall
not be credited with Service for any period during which the safe harbor
requirement of Section 414(n)(5) of the Code is satisfied with respect to the
leased employee.
<PAGE>
15
4.04 Interruption of Service. (a) Employment before January 1, 1976,
-----------------------
shall be disregarded in determining Service if such employment would have been
disregarded under the rules of the Plan with regard to breaks in service as such
rules were in effect on December 31, 1975.
(b) If a Full-Time Employee Severs from Service on or after January 1, 1976,
and before having acquired a nonforfeitable interest in the Value of his Company
Matching Account, and if he thereafter returns to employment with the Company or
an Affiliate at a time when his Break in Service equals or exceeds the greater
of (i) five years or (ii) his years of Service, upon his subsequent return to
employment with the Company or an Affili ate, his prior Service shall be
disregarded for all purposes; provided, that if a Full-Time Employee's Severance
from Service occurred before January 1, 1985, the preceding clause shall be
applied without regard to the requirement that a Break in Service be at least
five years in duration.
(c) If a Full-Time Employee Severs from Service on or after January 1, 1976,
returns to employment with the Company or an Affiliate as an Employee, and
Section 4.04(b) does not apply, all of his Service shall be added together
except for such Service as is disregarded pursuant to the other provisions of
this Section 4.04 (by reason of prior or subsequent breaks in service) or
Section 4.08; provided that for purposes of determining a Member's
nonforfeitable interest in his Company Matching Account, periods of Service
shall not be added together pursuant to this Section before the Employee
completes one year of Service following his resumption of employment.
(d) If a Part-Time Employee incurs a Break in Service on or after January 1,
1976, and before having acquired a nonforfeitable interest in the Value of his
Company Matching Account, and if he thereafter returns to employment with the
Company or an Affiliate at a time when his Break in Service equals or exceeds
the greater of (i) five years or (ii) his years of Service, upon his subsequent
return to employment with the Company or an Affiliate, his prior Service shall
be disregarded for all purposes; provided that if a Part-Time Employee's Break
in Service began before January 1, 1985, the preceding clause shall be applied
without regard to the requirement that a Break in Service be at least five years
in duration.
(e) If a Part-Time Employee incurs a Break in Service on or after January 1,
1976, returns to employment with the Company or an Affiliate as an Employee, and
Section 4.04(d) does not apply, all of his Service shall be added together
except for such Service as is disregarded pursuant to the other provisions of
this Section 4.04 (by reason of prior or subsequent breaks in service) or
Section 4.08; provided that for purposes of determining a Member's
nonforfeitable interest in his Company Matching Account, periods of Service
shall not be added together pursuant to this Section before the Employee
completes one year of Service following his resumption of employment.
<PAGE>
16
4.05 Leaves of Absence. (a) The period of a Leave of Absence shall be
-----------------
included in determining an Employee's Service. An Employee shall be deemed to
remain an Employee during any Leave of Absence, provided that he returns to
employment as an Employee on or before the expiration of the Leave or any
extension thereof or shall die during such Leave.
(b) If a period of family or medical leave is not otherwise treated as a Leave
of Absence pursuant to this Section 4.05, the Employee shall be credited with
Service during such period, and shall participate in any Plan changes that
become effective during such period, but only to the extent required by the
Family and Medical Leave Act of 1993.
(c) If a Full-Time Employee is absent from employment with the Company and the
Affiliates by reason of (i) the Employee's pregnancy, (ii) the birth of the
Employee's child, (iii) the placement of a child with the Employee in connection
with the Employee's adoption of the child, or (iv) the Employee's caring for
such a child immediately following such birth or placement, the period between
the first and second anniversaries of his period of absence shall be treated
neither as a period of Service (unless the Employee is otherwise on a Leave of
Absence during such period) nor as a Break in Service; provided that this
Section 4.05(c) shall apply only if the Employee timely furnishes to the
Employee's Employer (or the appropriate Affiliate if the Employee is employed by
an Affiliate) such information as it requires to establish the reason for and
the length of the absence.
4.06 Employment With a Successor Company. (a) Except as provided in
-----------------------------------
Section 4.06(b), a Member's Service shall not include the Member's years and
fractions of a year in completed months as an employee of a Successor Company.
(b) The Board of Directors may adopt an amendment to the Plan pursuant to
which Members shall continue to accrue Service, to the extent specified in the
amendment, for employment with a particular Successor Company identified in the
amendment.
(c) For purposes of any provision of the Plan that permits a Member to receive
a distribution on or after his Severance from Service, the Member shall not be
entitled to receive such a distribution during either of the following periods:
(1) Any period during which the Member continues to accrue Service with a
Successor Company pursuant to a written amendment described in Section 4.06(b).
(2) With respect to the Member's Pre-Tax Account, any period during which
the Member remains employed by a Successor Company or by a member of the
Successor Company's controlled group (within the meaning of Section 414(b), (c),
(m), or (o) of the Code) except to the extent that a distribution is permitted
by Section 401(k)(2)(B)(i)(II) of the Code and the Treasury Regulation
thereunder.
<PAGE>
17
4.07 Fractional Months of Service. Fractional years and months of
----------------------------
Service (and fractional years and months of a Break in Service) completed by a
Full-Time Employee shall be aggregated. For this purpose, 12 months shall be
deemed to equal one year, and 30 days shall be deemed to equal one month.
4.08 Non-duplication. Notwithstanding anything to the contrary in this
---------------
Article IV, a Member shall not receive credit under the Plan for a single period
of service more than once for computing Service.
<PAGE>
18
ARTICLE V
CONTRIBUTIONS
5.01 Pre-Tax Contributions. (a) A contribution made pursuant to this
---------------------
Section 5.01 shall be known as a "Pre-Tax Contribution." Subject to the
limitations imposed by this Article V and Article VI, each Member may elect that
his Employer shall contribute monthly to the Plan a whole percentage of his
Compensation (designated by the Member) equal to not less than 1 percent nor
more than 10 percent of his Compensation for the Plan Year; provided that such
elected whole percentage (of not less than 1 percent nor more than 10 percent)
shall be applied separately to the Member's Compensation in each payroll period;
and provided further that combined Pre-Tax and After-Tax Contributions on a
Member's behalf for any payroll period may not exceed 10 percent of the Member's
Compensation in that payroll period.
(b) Contributions pursuant to this Section 5.01 shall be made only with
respect to amounts that the Member could otherwise elect to receive in cash and
that are not currently available to the Employee as of the date of his election.
(c) The Pre-Tax Contributions for a calendar month shall be transmitted to the
Trustee as soon as practicable after the end of that month, and the Member's
Compensation shall be reduced by the amount of the Pre-Tax Contributions made on
his behalf. Pre-Tax Contributions made on behalf of a Member shall be credited
to his Pre-Tax Contribution Account as soon as practicable after the Pre-Tax
Contributions are received by the Trustee.
(d) If the limitation imposed by Section 6.01 prevents the Employer from
making a Pre-Tax Contribution on behalf of a Member, the Member shall
automatically be deemed to have elected to make an After-Tax Contribution equal
to the amount of the Pre-Tax Contribution that the Employer was prevented from
making except to the extent that the Committee determines that such After-Tax
Contributions would cause the Plan to exceed (or to continue to exceed) the
actual percentage contribution test imposed by Section 6.03 or to violate (or to
continue to violate) the prohibition against multiple use imposed by Section
6.04.
5.02 After-Tax Contributions. (a) A contribution made pursuant to this
-----------------------
Section 5.02 shall be known as an "After-Tax Contribution." Subject to the
limitations imposed by this Article V and Article VI, each Member may elect to
contribute to the Plan a whole percentage of his Compensation (designated by the
Member) equal to not less than 1 percent nor more than 10 percent of the
Member's Compensation for the Plan Year; provided that such elected whole
percentage (of not less than 1 percent nor more than 10 percent) shall be
applied separately to the Member's Compensation in each payroll period; and
provided
<PAGE>
19
further that combined Pre-Tax and After-Tax Contributions on a Member's behalf
for any payroll period may not exceed 10 percent of the Member's Compensation in
that payroll period.
(b) After-Tax Contributions shall be made exclusively by payroll deduction in
a manner to be determined by the Committee.
(c) The After-Tax Contributions for a calendar month shall be paid to the
Trustee as soon as practicable after the end of that month. After-Tax
Contributions shall be credited to the Member's After-Tax Contribution Account
as soon as practicable after the After-Tax Contributions are received by the
Trustee.
5.03 Change in Contribution Rate. (a) Subject to Sections 5.01 and
---------------------------
5.02, a Member may change the rate at which future Pre-Tax Contributions and/or
After-Tax Contributions are made on the Member's behalf by notifying the Company
in such manner and form, and at such time, as the Company shall require. If the
Company receives a timely notification of a change in accordance with this
Section 5.03, the change shall become effective as of the beginning of the first
payroll period that ends in the first calendar month following the calendar
month in which the Company received the notification, but only if the
notification was received before that payroll period began.
(b) If the Company receives a notification of change too late to become
effective at the beginning of the first payroll period that ends in the
immediately following calendar month, the change shall become effective at the
beginning of the first payroll period that ends in the second calendar month
following the calendar month in which the Company received the notification.
(c) The foregoing provisions of this Section 5.03 apply to a Member who wishes
to elect to suspend future Pre-Tax Contributions and/or After-Tax Contributions
on his behalf and to an Eligible Employee who wishes to commence Pre-Tax
Contributions and/or After-Tax Contributions. A Member who has elected to
suspend Pre-Tax Contributions and/or After-Tax Contributions may elect to resume
making such contributions in accordance with the preceding provisions of this
Section 5.03.
5.04 Company Matching Contributions. (a) A contribution made pursuant
------------------------------
to this Section 5.04 shall be known as a "Company Matching Contribution."
Subject to the limitations imposed by Article VI, each Member's Employer shall
make Company Matching Contributions to the Plan in an amount equal to 50 percent
of so much of the combined Pre-Tax Contributions and After-Tax Contributions on
behalf of the Member as do not exceed five percent of the Member's Compensation.
(b) The Company Matching Contributions for a Plan Year shall be made by the
Company to the Trustee by the due date for the filing of the Company's federal
income tax
<PAGE>
20
return for the Plan Year (including any extensions thereof) or at such earlier
date or dates as the Company may determine in its sole discretion. Company
Matching Contributions made on behalf of a Member shall be credited to his
Company Matching Account as soon as practicable after the Company Matching
Contributions are received by the Trustee.
5.05 Contributions Contingent on Deductibility. Each Pre-Tax
-----------------------------------------
Contribution and each Company Matching Contribution shall be made on the
condition that it is deductible under Section 404 of the Code in the taxable
year of the Employer with respect to which the contribution is made.
5.06 Rollover Contributions. (a) A contribution made pursuant to this
----------------------
Section 5.06 shall be known as a "Rollover Contribution." At the discretion of
the Committee, an individual who becomes an Eligible Employee as the direct
result of the acquisition of a Predecessor Company by the Company may elect to
contribute or to transfer to the Fund, in cash, all or part of his account
balance under a Tax-Qualified Plan maintained by the Predecessor Company, but
only if the contribution or transfer meets such conditions as the Committee may
establish and only if the Committee determines that, in the case of a
contribution, the amount to be contributed qualifies as an "eligible rollover
distribution" within the meaning of Section 402(c)(4) of the Code, or, in the
case of a transfer, that the transfer will not cause the Plan to become subject,
in whole or in part, to the joint and survivor annuity and qualified
preretirement survivor annuity requirements imposed by Sections 401(a)(11)(A)
and 417 of the Code.
(b) A Member's Rollover Contribution shall be allocated among the segments of
the Member's Account as determined by the Committee in its sole discretion.
(c) Company Matching Contributions shall not be made with respect to Rollover
Contributions.
5.07 Return of Employer Contributions. If a Pre-Tax Contribution or a
--------------------------------
Company Matching Contribution was made (i) by reason of a mistake of fact, or
(ii) on the condition that it was currently deductible as provided in Section
5.05 and such amount is subsequently determined not to be currently deductible
as provided in Section 5.05, the contribution (adjusted for any investment
losses allocable thereto, but not for any investment gains allocable thereto)
shall be refunded to the Company; provided that in the case of a contribution
described in clause (i), the refund may be made only within one year after the
payment of the contribution; and provided further that in the case of a
contribution described in clause (ii), the refund may be made only within one
year after the disallowance of the deduction and may be made only to the extent
that the deduction was disallowed.
5.08 Two Separate Contracts. Contributions to the Plan shall be made
----------------------
pursuant to two separate contracts for purposes of Section 72(e) of the Code.
After-Tax Contributions made after December 31, 1986, plus any gains and minus
any losses thereon,
<PAGE>
21
shall be allocated to one contract (the "first contract"), and all other
contributions to the Plan, plus any gains and minus any losses thereon, shall be
allocated to the other contract (the "second contract"). If a Member withdraws
After-Tax Contributions from the Plan pursuant to Article XI, the withdrawal
shall be made first from the second contract (until all of the Member's After-
Tax Contributions thereunder have been withdrawn) and then from the first
contract.
<PAGE>
22
ARTICLE VI
LIMITATIONS ON CONTRIBUTIONS
6.01 Limit on Pre-Tax Contributions. For Plan Years beginning on or
------------------------------
after January 1, 1987, the aggregate elective deferrals (as defined in Section
402(g)(3) of the Code) made on behalf of each Member under the Plan shall not
exceed:
(a) $7,000 (as adjusted by the Secretary of the Treasury or his delegate for
increases in the cost of living pursuant to Section 402(g) of the Code, provided
that no such adjustment shall be taken into account hereunder before the Plan
Year in which it becomes effective), reduced by
(b) the sum of any of the following amounts that were contributed on behalf of
the Member for the Plan Year under a plan, contract, or arrangement other than
this Plan:
(1) any employer contribution under a qualified cash or deferred
arrangement (as defined in Section 401(k) of the Code) to the extent not
includable in the Member's gross income for the taxable year under Section
402(a)(8) of the Code (determined without regard to Section 402(g) of the Code);
(2) any employer contribution to the extent not includable in the
Member's gross income for the taxable year under Section 402(h)(1)(B) of the
Code (determined without regard to Section 402(g) of the Code); and
(3) any employer contribution to purchase an annuity contract under
Section 403(b) of the Code under a salary reduction agreement (within the
meaning of Section 3121(a)(5)(D) of the Code);
provided that no contribution described in this subsection (b) shall be taken
into account for the purpose of reducing the dollar limit in subsection (a),
above, if the plan, contract, or arrangement is not maintained by the Company or
an Affiliate unless the Member has filed a notice with the Committee, in such
manner and former, at such time, and containing such information concerning the
contribution as the Committee shall require.
6.02 Actual Deferral Percentage Test. For Plan Years beginning after
-------------------------------
December 31, 1986, the Plan shall satisfy the actual deferral percentage test
set forth in Section 401(k)(3) of the Code and Treasury Regulation Section
1.401(k)-1(b), the provisions of which are hereby incorporated herein by this
reference.
6.03 Actual Contribution Percentage Test. For Plan Years beginning after
-----------------------------------
December 31, 1986, the Plan shall satisfy the actual contribution percentage
test set forth
<PAGE>
23
in Section 401(m)(2) of the Code and Treasury Regulation Section 1.401(m)-1(b),
the provisions of which are hereby incorporated herein by this reference.
6.04 Prohibition on Multiple Use. For Plan Years beginning after
---------------------------
December 31, 1988, the Plan shall not violate the prohibition against multiple
use of the alternative methods of compliance with Section 401(k) and (m) of the
Code. The prohibition is set forth in Section 401(m)(9) of the Code and
Treasury Regulation Section 1.401(m)-2, the provisions of which are hereby
incorporated herein by this reference.
6.05 Maximum Contributions. (a) In addition to any other limitation set
---------------------
forth in the Plan and notwithstanding any other provision of the Plan, in no
event shall the annual additions to a Member's Account under the Plan, together
with the aggregate annual additions to the Member's accounts under all other
defined contribution plans required to be aggregated with the Plan under the
provisions of Section 415 of the Code, increase to an amount that exceeds the
maximum amount permitted under Section 415 of the Code, the provisions of which
are incorporated herein by this reference.
(b) If the sum of the Member's defined benefit plan fraction and defined
contribution plan fraction (as defined in Section 415(e) of the Code) exceeds
1.0 for a Limitation Year (except to the extent permitted under any transition
rule described in Section 1106(i) of the Tax Reform Act of 1986 (and any other
transition rules that preserved the Member's existing accrued benefit upon the
adoption of Section 415 of the Code or upon any subsequent amendment to Section
415), or under Treasury Regulations or other guidance under Section 415), the
Company shall cause the annual additions to the Member's Account under the Plan
to be reduced to the extent necessary to comply with the limitation imposed by
Section 415(e).
(c) If the limitations imposed by this Section 6.05 apply to a Member who is
entitled to benefits and/or annual additions under one or more tax-qualified
plans with which the Plan is aggregated for purposes of Section 415 of the Code,
the benefits and/or annual additions under the Plan and such other plan or plans
shall be reduced in the following order, to the extent necessary to prevent the
Member's benefits and/or annual additions from exceeding the limitations imposed
by this Section:
(1) The Capital Cities/ABC, Inc. Supplemental Pension Plan;
(2) Any defined benefit plan in which the Member participated and with
which the Plan is aggregated for purposes of Section 415 of the Code (other than
the plans identified in paragraphs (1) and (3) of this Section 6.05(c)), in an
order based on the number of years of service taken into account under the plan
for benefit accrual purposes, beginning with the plan under which the Member has
the fewest such years of service and ending with the plan in which the Member
has the most such years of service;
<PAGE>
24
(3) The Capital Cities/ABC, Inc. Retirement Plan; and
(4) The Plan and all other defined contribution plans in which the Member
participated and with which the Plan is aggregated for purposes of Section 415
of the Code, in an order based on the chronology of the annual additions to the
plans, beginning with the last annual addition and ending with the first annual
addition.
6.06 Imposition of Limitations. The Committee may limit the amount of a
-------------------------
Member's Pre-Tax Contributions and After-Tax Contributions during a Plan Year to
the extent that the Committee determines that the imposition of such a limit is
necessary or appropriate to ensure that the Plan will satisfy the requirements
of this Article. Any such limitation may be imposed either at the beginning of
the Plan Year, during the Plan Year, or both, as determined by the Committee in
its discretion.
6.07 Return of Excess Deferrals and Excess Contributions. (a) If a
---------------------------------------------------
Member's Pre-Tax Contributions or After-Tax Contributions cause the annual
additions to a Member's Account to exceed the limit imposed by Section 6.05,
such excess contributions (plus or minus any gains or losses thereon) shall be
returned to the Member (with priority being given first to the Pre-Tax
Contributions and After-Tax Contributions for which no Company Matching
Contributions were made and then to After-Tax Contributions rather than to Pre-
Tax Contributions). Contributions returned pursuant to this subsection (a)
shall be disregarded in applying the limits imposed by Sections 6.01 through
6.04.
(b) After any excess annual additions (plus or minus any gains or losses
thereon) with respect to a Plan Year have been distributed as provided in
subsection (a), above, if a Member's elective deferrals (as defined in Section
402(g)(3) of the Code) with respect to a Plan Year exceed the limit imposed by
Section 402(g) of the Code (as incorporated in Section 6.01), the following
rules shall apply to such excess (the Member's "excess deferrals"):
(1) Not later than the first January 31 following the close of the Plan
Year, the Member may allocate to the Plan all or any portion of the Member's
excess deferrals for the Plan Year (provided that the amount of the excess
deferrals allocated to the Plan shall not exceed the amount of the Member's Pre-
Tax Contributions to the Plan for the Plan Year that have not been withdrawn or
distributed) and may notify the Employer, in writing, of the amount allocated to
the Plan.
(2) If excess deferrals have been made to the Plan on behalf of a Member
for a Plan Year, the Member shall be deemed to have allocated such excess
deferrals to the Plan pursuant to subsection (b)(1), above, and the Plan shall
distribute such excess deferrals pursuant to subsection (b)(3), below.
<PAGE>
25
(3) As soon as practicable, but in no event later than the first April 15th
following the close of the Plan Year, the Plan shall distribute to the Member
the amount allocated or deemed allocated to the Plan under subsection (b)(1) or
(b)(2), above (plus or minus any gains or losses thereon). The distribution
described in this subsection (b)(3) shall be made notwithstanding any other
provision of the Plan.
(c) After any excess annual additions (plus or minus any gains or losses
thereon) with respect to a Plan Year have been distributed as provided in
subsection (a), above, after any excess deferrals (plus or minus any gains or
losses thereon) with respect to a Plan Year have been distributed as provided in
subsection (b), above, and after any action pursuant to Section 6.06 with
respect to the Plan Year has been taken, if the actual deferral percentage for
the Plan Year of those Members who are Highly Compensated Employees exceeds the
limit imposed by Section 6.02, the following rules apply:
(1) The amount of the excess contributions (determined in accordance with
Section 401(k)(8)(B) of the Code), plus or minus any gains or losses thereon,
shall be distributed to Members who are Highly Compensated Employees on the
basis of the portion of the excess contributions attributable to each such
Member. This distribution shall be made as soon as practicable, but in no event
later than the close of the Plan Year following the close of the Plan Year with
respect to which the excess contributions were made.
(2) In accordance with Treasury Regulations, and subject to such other
rules as the Committee shall prescribe, a Member who is a Highly Compensated
Employee may elect, in such manner and at such time as the Committee shall
prescribe, to treat as an After-Tax Contribution the amount of the excess
contributions attributable to him, except to the extent that such After-Tax
Contribution would cause the Plan to exceed (or to continue to exceed) the
contribution percentage limit imposed by Section 6.03 or to violate (or to
continue to violate) the prohibition against multiple use imposed by Section
6.04.
The distribution described in paragraph (1), above, shall be made
notwithstanding any other provision of the Plan. The distribution described in
paragraph (1), above, or recharacterized under paragraph (2), above, for a Plan
Year with respect to a Member shall be reduced by any excess deferral previously
distributed from the Plan to such Member for the Member's taxable year ending
with or within such Plan Year.
(d) If a Member's Pre-Tax Contributions or After-Tax Contributions (plus or
minus any gains or losses thereon) are returned to him pursuant to the
provisions of this Section 6.07, any Company Matching Contributions (plus or
minus any gains or losses thereon) with respect to such returned Pre-Tax
Contributions or After-Tax Contributions shall be immediately forfeited. Any
such forfeitures shall be applied to reduce the Company's obligation to make
Company Matching Contributions pursuant to Article V.
<PAGE>
26
(e) After any excess deferrals (plus or minus any gains or losses thereon),
and any excess contributions (plus or minus any gains or losses thereon), with
respect to a Plan Year have been distributed and/or recharacterized, in
accordance with subsections (a), (b), (c), and (d), above, and after any action
pursuant to Section 6.06 with respect to the Plan Year has been taken, if the
contribution percentage for the Plan Year of those Members who are Highly
Compensated Employees exceeds the actual contribution percentage limit imposed
by Section 6.03, the following rules shall apply:
(1) The amount of the excess aggregate contributions for the Plan Year
(determined in accordance with Section 401(m)(6)(B)), plus or minus any gains or
losses thereon, shall be distributed (or, if forfeitable, shall be forfeited) as
soon as practicable and in any event before the close of the Plan Year following
the close of the Plan Year with respect to which the excess aggregate
contributions were made.
(2) Any distribution in accordance with paragraph (2), above, shall be made
to Members who are Highly Compensated Employees on the basis of the portion of
the excess aggregate contributions attributable to each such Member. Such
distributions shall be made notwithstanding any other provision of the Plan.
The determination of the excess aggregate contributions under this subsection
for any Plan Year shall be made after taking the measures called for by the
preceding subsections of this Section 6.07.
(f) If, after all the actions required or permitted by Section 6.06 and the
preceding provisions of this Section 6.07 have been taken, the Pre-Tax
Contributions, After-Tax Contributions, and Company Matching Contributions of
those Members who are Highly Compensated Employees cause the Plan to violate the
prohibition against multiple use imposed by Section 6.04, the contribution
percentage of those Members shall be reduced to the extent necessary to cause
the Plan to comply with that prohibition, and the excess aggregate contributions
shall be distributed (or, if forfeitable, shall be forfeited) in the manner
described in subsection (e), above.
<PAGE>
27
ARTICLE VII
INVESTMENTS AND ACCOUNTS
7.01 Trust and Trustee. The Corporation has entered into a Trust
-----------------
Agreement with the Trustee, in such form and containing such provisions as the
Corporation deems appropriate. The Trust Agreement shall be deemed to form a
part of the Plan, and any and all rights or benefits that may accrue to any
person under the Plan shall be subject to all of the provisions of the Trust
Agreement.
7.02 The Fund. All contributions under the Plan shall be made to the
--------
Fund held by the Trustee.
7.03 Investment Funds. (a) The Committee shall have the authority to
----------------
direct the Trustee to maintain the assets of the Fund in multiple Investment
Funds so as to provide alternative investment vehicles for the assets of the
Plan. Such separate funds shall include, but are not limited to, the Investment
Funds described below. Additional funds may be established by the Committee,
which shall have sole discretion to determine the number and character of such
additional Investment Funds. The Committee, in its sole discretion, shall have
the authority to limit or eliminate the availability of any of the Investment
Funds established pursuant to this Article VII, including the Investment Funds
described below.
(1) Capital Cities/ABC, Inc. Common Stock Fund - This Investment Fund
------------------------------------------
shall be invested, without distinction between principal and income, principally
in Common Stock. Portions of this Investment Fund may be invested by the
Trustee in high-grade short-term obligations and money market instruments for
purposes of liquidity to meet exchange and distribution requirements. The
Trustee shall regularly purchase, or cause to be purchased, Common Stock in the
open market in accordance with a non-discretionary purchasing program; provided
that if the Corporation so directs at any time or from time to time, the Trustee
shall purchase from the Company, or accept as Company contributions, authorized
but unissued shares of Common Stock or shares of Common Stock held as treasury
stock. Shares of authorized but unissued Common Stock or treasury stock
purchased from the Company and any such shares contributed by the Company to the
Fund shall be purchased or accepted by the Trustee at a price equal to the
closing price, as reported in The Wall Street Journal for consolidated trading
-----------------------
of New York Stock Exchange issues, at which Common Stock was traded on the date
of the purchase or contribution, whichever applies.
(2) Fidelity Retirement Money Market Fund - an open-end investment
-------------------------------------
company managed by Fidelity Management & Research Company or its successor.
<PAGE>
28
(3) Fidelity Institutional Short-Intermediate Government Fund - an open-
---------------------------------------------------------
end investment company managed by Fidelity Management & Research Company or its
successor.
(4) Fidelity Asset Manager Fund - an open-end investment company managed
---------------------------
by Fidelity Management & Research Company or its successor.
(5) Fidelity Growth & Income Fund - an open-end investment company
-----------------------------
managed by Fidelity Management & Research Company or its successor.
(6) Fidelity Magellan Fund - an open-end investment company managed by
----------------------
Fidelity Management & Research Company or its successor.
(7) Loan Fund - consisting principally of cash or cash equivalents and
---------
promissory notes received in connection with loans made pursuant to Article X.
The Loan Fund shall not be available to receive contributions and transfers of
funds at the direction of a Member, but shall be administered solely in
connection with loans to Members pursuant to Article X.
(b) Notwithstanding anything in the Plan to the contrary, the Trustee may, in
its discretion, and in accordance with the provisions of the Trust Agreement,
hold all or part of the assets allocated to one or more of the Investment Funds
in cash or cash equivalents.
(c) Dividends, interest, and other distributions with respect to assets
allocated to an Investment Fund shall be allocated to, and reinvested in, that
Investment Fund. Expenses incurred by the Trustee with respect to an Investment
Fund shall be allocated to that Investment Fund.
7.04 Allocation of Contributions. (a) All Pre-Tax, After-Tax, and
---------------------------
Rollover Contributions shall be allocated by the Member among the Investment
Funds (other than the Loan Fund) in writing at the time and in the manner
prescribed by the Committee. A Member may elect to have his Pre-Tax, After-Tax,
and Rollover Contributions allocated in any proportion to any one or more of the
Investment Funds (other than the Loan Fund). Except as provided in Section
12.04(g), all Company Matching Contributions shall be allocated to the Capital
Cities/ABC, Inc. Common Stock Fund.
(b) If a Member fails to make an allocation in accordance with this Section
7.04 with respect to any portion of the Member's Pre-Tax, After-Tax, and
Rollover Contributions, but has made an allocation election with respect to any
other portion of his contributions, the unallocated portion of the Member's
contributions shall be allocated by the Committee in the same manner as the
Member's most recent allocation election with respect to the allocated portions
of the Member's contributions.
<PAGE>
29
(c) If a Member fails to make any allocation in accordance with this Section
7.04 with respect to his Pre-Tax, After-Tax, and Rollover Contributions, such
unallocated funds shall be allocated by the Committee to the Fidelity Retirement
Money Market Fund described in Section 7.03(a)(2) or to such other Investment
Fund as the Committee may prescribe in its discretion.
(d) The Committee shall implement (or cause to be implemented) a Member's
investment directions in accordance with the terms of this Article VII.
7.05 Change in Allocation. (a) A Member may change a direction
--------------------
previously given pursuant to Section 7.04 by submitting a notification to the
Committee, in such manner and form, and at such time, as the Committee shall
prescribe, directing such a change.
(b) By submitting a notification to the Committee in such manner and form, and
at such time, as the Committee shall prescribe, a Member may direct that all or
part of the Value of the Member's Account attributable to a particular
Investment Fund be liquidated and transferred to any of the other available
Investment Funds (other than the Loan Fund); provided that, except as provided
in Section 12.04(g), the Member's Company Matching Account shall be invested at
all times entirely in the Capital Cities/ABC, Inc. Common Stock Fund.
(c) If distribution of the Value of a Member's Account is deferred pursuant to
Article XII past the Valuation Date coincident with or next following the date
on which he terminates employment with the Company and the Affiliates, the
Member may continue to direct the investment of his Account in accordance with
subsection (b), above.
(d) If all or part of a Member's Account is reallocated in accordance with
subsection (b) or (c), above, the Member's Account shall be debited and credited
with the appropriate amounts in a manner consistent with Section 7.07 in order
to reflect the reallocation.
7.06 Valuation. (a) As of each Valuation Date, the Trustee shall
---------
determine the fair market value of the assets in each Investment Fund.
(b) The Trustee shall make the valuations called for by subsection (a), above,
in accordance with sound and accepted banking and trust accounting practices.
Such valuations shall reflect the current fair market value of the assets in
each Investment Fund (as determined by the Trustee), the Pre-Tax Contributions,
After-Tax Contributions, Rollover Contributions, and Company Matching
Contributions received by the Trustee with respect to each Member since the most
recent Valuation Date, and the withdrawals and distributions with respect to
each Member since the most recent Valuation Date.
<PAGE>
30
7.07 Accounts. (a) A Pre-Tax Contribution Account, an After-Tax
--------
Contribution Account, and a Company Matching Account shall be established for
each Member. The Member's interest in each Investment Fund that is allocable to
the Pre-Tax Contributions made on behalf of the Member shall be credited to his
Pre-Tax Contribution Account. The Member's interest in each Investment Fund
that is allocable to the Member's After-Tax Contributions shall be credited to
his After-Tax Contribution Account. The Member's interest in the Capital
Cities/ABC, Inc. Common Stock Fund that is allocable to Company Matching
Contributions with respect to the Member shall be credited to his Company
Matching Account. The Member's interest in each Investment Fund that is
allocable to any Rollover Contribution with respect to the Member shall be
credited to the Member's Pre-Tax Contribution Account, After-Tax Contribution
Account, and/or Company Matching Account, as determined by the Committee in its
discretion.
(b) The Value of each Member's Account shall reflect the current fair market
value and the gains, losses, income, and expenses of the Investment Funds to
which the Account is allocated and the amount of any withdrawals, distributions,
and loans (including loan repayments) with respect to the Member.
7.08 Risk of Loss. The Plan and the Company do not guarantee that the
------------
fair market value of the Investment Funds, or of any particular Investment Fund,
will be equal to or greater than the amounts allocated thereto. The Plan and
the Company do not guarantee that the Value of the Accounts will be equal to or
greater than the contributions credited thereto. The Members assume all risk of
any decrease in the value of the Investment Funds and the Accounts.
7.09 Interests in the Funds. No Member, Surviving Spouse, or Beneficiary
----------------------
shall have any claim, right, title, or interest in or to any specific assets of
any Investment Fund or of the Fund until distribution of such assets is made to
the Member, Surviving Spouse, or Beneficiary. No Member, Surviving Spouse, or
Beneficiary shall have any claim, right, title, or interest in or to the Fund,
except as and to the extent expressly provided herein.
7.10 Sole Source of Benefits. Members, Surviving Spouses, and
-----------------------
Beneficiaries shall look only to the Trust for the payment of benefits under the
Plan, and except as otherwise required by law, the Company assumes no
responsibility or liability therefor.
<PAGE>
31
ARTICLE VIII
VOTING OF AND TENDER OR EXCHANGE OFFERS FOR
COMMON STOCK
8.01 Voting. (a) Each Member with an interest in the Capital
------
Cities/ABC, Inc. Common Stock Fund shall have the right to direct the Trustee as
to the manner in which the Trustee is to vote (including not to vote) that
number of shares of Common Stock reflecting the Member's proportional interest
in the Capital Cities/ABC, Inc. Common Stock Fund (both vested and unvested).
Directions from a Member to the Trustee concerning the voting of Common Stock
shall be communicated in writing, or by mailgram or similar means. These
directions shall be held in confidence by the Trustee and shall not be divulged
to the Corporation, or any officer or employee thereof, or any other person.
Upon its receipt of the directions, the Trustee shall vote the shares of Common
Stock reflecting the Member's proportional interest in the Capital Cities/ABC,
Inc. Common Stock Fund as directed by the Member. The Trustee shall not vote
shares of Common Stock reflecting a Member's proportional interest in the
Capital Cities/ABC, Inc. Common Stock Fund for which it has received no
direction from the Member.
(b) The Trustee shall vote that number of shares of Common Stock that are not
reflected in the Members' proportional interests in the Capital Cities/ABC, Inc.
Common Stock Fund which is determined by multiplying the total number of such
shares by a fraction of which the numerator is the number of shares of Common
Stock reflecting such Members' proportional interests in the Capital Cities/ABC,
Inc. Common Stock Fund credited to Members' Accounts for which the Trustee
received voting directions from Members and of which the denominator is the
total number of shares of Common Stock reflected in the proportional interests
of all Members under the Plan. The Trustee shall vote those shares of Common
Stock which are to be voted by the Trustee pursuant to this subsection (b) in
the same proportion on each issue as it votes those shares reflecting Members's
proportional interests in the Capital Cities/ABC, Inc. Common Stock Fund for
which it receives voting directions from members. The Trustee shall not vote
the remaining shares of Common Stock not reflected in the Members' interests in
the Capital Cities/ABC, Inc. Common Stock Fund.
8.02 Tender and Exchange Offers. (a) Upon the commencement of a tender
--------------------------
offer for Common Stock, the Corporation shall notify each Member with an
interest in the Capital Cities/ABC, Inc. Common Stock Fund of the tender offer
and utilize its best efforts to timely distribute or cause to be distributed to
the Member the same information that is distributed to shareholders of the
Corporation in connection with the tender offer, and, after consulting with the
Trustee shall provide and pay for a means by which the Member may direct the
Trustee whether or not to tender the Company Stock reflecting the Member's
proportional interest in the Capital Cities/ABC, Inc. Common Stock Fund (both
vested and
<PAGE>
32
nonvested). The Trustee shall certify to the Corporation that the materials have
been mailed or otherwise sent to such Members.
(b) Each Member shall have the right to direct the Trustee to tender or not to
tender some or all of the shares of Common Stock reflecting the Member's
proportional interest in the Capital Cities/ABC, Inc. Common Stock Fund (both
vested and nonvested). Directions from a Member to the Trustee concerning the
tender of Common Stock shall be communicated in writing, or by mailgram or such
similar means as is agreed upon by the Trustee and the Corporation under
subsection (a), above. These directions shall be held in confidence by the
Trustee and shall not be divulged to the Corporation, or any officer or employee
thereof, or any other person except to the extent that the consequences of such
directions are reflected in reports regularly communicated to any such persons
in the ordinary course of the performance of the Trustee's services hereunder.
The Trustee shall tender or not tender shares of Common Stock as directed by the
Member. The Trustee shall not tender shares of Common Stock reflecting a
Member's proportional interest in the Capital Cities/ABC, Inc. Common Stock Fund
for which it has received no direction from the Member.
(c) The Trustee shall tender that number of shares of Common Stock that are
not reflected in the Members' proportional interests in the Capital Cities/ABC,
Inc. Common Stock Fund which is determined by multiplying the total number of
such shares by a fraction of which the numerator is the number of shares of
Common Stock reflecting such Members' proportional interests in the Capital
Cities/ABC, Inc. Common Stock Fund credited to Members' Accounts for which the
Trustee received directions from Members to tender (and which have not been
withdrawn as of the date of this determination) and of which the denominator is
the total number of shares of Common Stock reflected in the proportional
interests of all Members under the Plan.
(d) A Member who has directed the Trustee to tender some or all of the shares
of Common Stock reflecting the Member's proportional interest in the Capital
Cities/ABC, Inc. Common Stock Fund may, at any time prior to the tender offer
withdrawal date, direct the Trustee to withdraw some or all of the tendered
shares reflecting the Member's proportional interest, and the Trustee shall
withdraw the directed number of shares from the tender offer prior to the tender
offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of
Common Stock not reflected in the Members' proportional interests in the Capital
Cities/ABC, Inc. Common Stock Fund have been tendered, the Trustee shall
redetermine the number of shares of Common Stock that would have been tendered
under subsection (c), above, if the date of the foregoing withdrawal were the
date of determination, and withdraw from the tender offer the number of shares
of Common Stock not reflected in the Members' proportional interests in the
Capital Cities/ABC, Inc. Common Stock Fund necessary to reduce the amount of
tendered Common Stock not reflected in the Members' proportional interests in
the Capital Cities/ABC, Inc. Common
<PAGE>
33
Stock Fund to the amount so redetermined. A Member shall not be limited as to
the number of directions to tender or withdraw that the Member may give to the
Trustee.
(e) A direction by a Member to the Trustee to tender shares of Common Stock
reflecting the Member's proportional interest in the Capital Cities/ABC, Inc.
Common Stock Fund shall not be considered an election under the Plan by the
Member to withdraw, or to have distributed, any or all of his withdrawable
interest in the Plan. The Trustee shall credit to each proportional interest of
the Member from which the tendered shares were taken the proceeds received by
the Trustee in exchange for the shares of Common Stock tendered from that
interest. Pending receipt of directions from the Member or the Committee, in
accordance with the Plan, as to which of the remaining Investment Funds the
proceeds should be invested in, the Trustee shall invest the proceeds in the
Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) or such
other Investment Fund as the Committee may prescribe in its discretion.
(f) For purposes of this Section, the number of shares of Common Stock deemed
"credited" to or "reflected" in a Member's proportional interest shall be
determined as of the last preceding Valuation Date. The trade date is the date
the transaction is valued.
(g) With respect to all rights other than the right to vote, the right to
tender, and the right to withdraw shares previously tendered, in the case of
Common Stock credited to a Member's proportional interest in the Capital
Cities/ABC, Inc. Common Stock Fund, the Trustee shall follow the directions of
the Member and if no such directions are received, the directions of the
Committee. The Trustee shall have no duty to solicit directions from Members.
With respect to all rights other than the right to vote and the right to tender,
in the case of Common Stock not reflected in Members' proportional interests in
the Capital Cities/ABC, Inc. Common Stock Fund, the Trustee shall follow the
directions of the Committee.
(h) All of the provisions of this Section 8.02 shall apply to exchange offers
as well as to tender offers.
8.03 Conversions. All of the provisions of this Article VIII shall apply
-----------
to securities received as a result of a conversion of Common Stock.
<PAGE>
34
ARTICLE IX
VESTING
9.01 Immediately Vested Accounts. A Member shall have at all times a
---------------------------
nonforfeitable interest in the Value of his Pre-Tax Contribution Account and in
the Value of his After-Tax Contribution Account.
9.02 Company Matching Account. (a) Before January 1, 1995, one-third of
------------------------
the Value of a Member's Company Matching Account attributable to Company
Matching Contributions allocated to his Company Matching Account for a
particular Plan Year (the "Contribution Year") shall be nonforfeitable at the
end of the Contribution Year if the Member is an active Employee on the last day
of the Contribution Year. Two-thirds of the Value of the Member's Company
Matching Account attributable to the Company Matching Contributions allocated to
his Company Matching Account for the Contribution Year shall be nonforfeitable
at the end of the Plan Year immediately following the Contribution Year if the
Member is an active Employee on the last day of that Plan Year. The entire
Value of the Member's Company Matching Account attributable to Company Matching
Contributions allocated to his Company Matching Account for the Contribution
Year shall be nonforfeitable at the end of the second Plan Year following the
Contribution Year if the Member is an active Employee on the last day of that
Plan Year.
(b) On and after January 1, 1995, one-half of the Value of a Member's Company
Matching Account attributable to Company Matching Contributions allocated to his
Company Matching Account for any Contribution Year shall be nonforfeitable at
the end of that Contribution Year if the Member is an active Employee on the
last day of the Contribution Year. The entire Value of the Member's Company
Matching Account attributable to Company Matching Contributions allocated to his
Company Matching Account for that Contribution Year shall be nonforfeitable at
the end of the Plan Year immediately following that Contribution Year if the
Member is an active Employee on the last day of that Plan Year.
(c) A Member shall have a nonforfeitable interest in the Value of his Company
Matching Account upon the first to occur of the following:
(1) his completion of five years of Service;
(2) his Retirement;
(3) his attainment of Normal Retirement Age before he Severs from
Service; or
(4) his Severance from Service by reason of death or Disability.
<PAGE>
35
9.03 Forfeiture. (a) Notwithstanding any provision of Section 9.02 to
----------
the contrary, if any portion of the Value of a Member's Company Matching Account
is forfeitable when the Member Severs from Service for a reason other than
death, Disability, or Retirement, such portion shall be forfeited immediately.
(b) If all or part of the Value of a Member's Company Matching Account is
forfeited, and the Member is subsequently reemployed by the Company or an
Affiliate without incurring a Break in Service of five years or more, the
forfeited portion of the Value of his Company Matching Account shall be restored
in full (but without adjustment for any subsequent gains or losses) if the
Member repays to the Plan, within five years from the date of such reemployment,
the full amount of any previous distributions to him from the Plan.
(c) Notwithstanding any provision of this Article IX, Company Matching
Contributions (plus or minus any gains or losses thereon) may be forfeited
pursuant to the provisions of Section 6.07.
(d) Forfeitures shall be applied to reduce the Company's obligation to make
Company Matching Contributions pursuant to the provisions of Article V.
<PAGE>
36
ARTICLE X
LOANS
10.01 Eligibility. A Member shall be eligible to borrow from the Plan in
-----------
accordance with this Article X if (i) the Member is actively employed by the
Company or an Affiliate when the Loan is made, (ii) the Member's Account does
not show that the Member has an outstanding Loan, and (iii) the Member will not
be in default on the Loan under Section 10.11(a)(6) or (7) immediately after the
Loan is made.
10.02 Application Procedure. A Member may apply for a Loan by making
---------------------
application in accordance with such procedures as the Committee may prescribe
from time to time.
10.03 Promissory Note. A Member may obtain a Loan only if he executes a
---------------
promissory note in a form approved by the Committee.
10.04 Maximum Amount. The maximum amount a Member may borrow from the
--------------
Plan is the smallest of:
(a) 50% of the Value of his nonforfeitable interest in his Account (determined
as of the date the Loan is made), disregarding any amount subject to a Qualified
Domestic Relations Order;
(b) (1) $50,000 minus
(2) the sum of
(i) the outstanding balance of any loans from all other Tax-Qualified
Plans maintained by the Company and the Affiliates on the date the Loan is made,
and
(ii) the excess of
(A) the highest outstanding balance of all prior plan loans (including
both Loans and loans from any other Tax-Qualified Plans maintained by the
Company and the Affiliates) during the one-year period ending on the day before
the date the current Loan is made, over
(B) the outstanding balance of all prior plan loans from Tax-Qualified
Plans maintained by the Company and the Affiliates on the date the current Loan
is made; and
<PAGE>
37
(c) the sum of the Value of the Member's Pre-Tax Contribution Account and the
Value of the Member's After-Tax Contribution Account, as of the date the Loan is
processed;
provided that in no event may a Loan be made in an amount that will require
payroll deductions to be made from the Member's compensation that exceeds the
amount of the Member's net cash pay from the Company or an Affiliate (after
taking into account all other payroll deductions and employment and withholding
taxes).
10.05 Minimum Amount. A Loan must be in an amount of at least $1,000.
--------------
10.06 Term. The term of a Loan may be for 12, 24, 36, 48, or 60 months,
----
as elected by the Member.
10.07 Interest Rate. The interest rate for a Loan shall be fixed on the
-------------
date the Loan is approved and shall remain constant during the term of the Loan.
The Committee shall establish either the interest rate or the methodology for
determining the interest rate.
10.08 Repayment. A Loan must be repaid in level installments of principal
---------
and interest by payroll deduction beginning with the Member's paycheck for the
first payroll period beginning at least 30 days after the date the Loan is
processed. If the Member is subsequently granted an unpaid leave of absence or
is transferred to an Affiliate or a position or location within the Company that
is not covered by the Plan (or ceases to have sufficient compensation from which
the Loan payment can be made), the Member must continue to make timely level
installment payments of principal and interest, by certified check, bank check,
or money order.
10.09 Prepayment. A Member may prepay a Loan, in full, at any time and
----------
without penalty by certified check, bank check, or money order. Partial
prepayment of a Loan is not permitted.
10.10 Security. A Member's obligation to repay a Loan shall be secured by
--------
the portion of the Value of his nonforfeitable Account equal to the principal
amount of the Loan. No other property shall be accepted as security for the
Loan.
10.11 Default. (a) A Member shall default on a Loan if any of the
-------
following events occurs:
(1) the Member's Severance from Service for any reason (including the
Member's death);
(2) the Member's failure to make any payment of principal or interest on
the Loan on the date the payment is due;
<PAGE>
38
(3) the Member's failure to perform or observe any covenant, duty, or
agreement under the promissory note evidencing the Loan;
(4) receipt by the Plan of an opinion of counsel to the effect that (i)
the Plan will, or could, lose its status as a Tax-Qualified Plan unless the Loan
is repaid or (ii) the Loan violates, or might violate, any provision of ERISA;
(5) the occurrence of an event of default with respect to any other loan
to the Member under any other plan maintained by the Company or an Affiliate;
(6) any portion of the Member's Account that secures the Loan becomes
payable to the Member, his Surviving Spouse or Beneficiary, an Alternate Payee,
or any other person;
(7) the Member makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated insolvent or bankrupt, or becomes a
subject of any wage earner plan under federal or state bankruptcy or insolvency
law, or there is commenced against the Member any bankruptcy, insolvency, or
similar proceeding that remains undismissed for a period of 60 days (or the
Member by an act indicates his consent to, approval of, or acquiescence in any
such proceeding); or
(8) the termination of the Plan.
(b) If a default on a Loan occurs, the entire outstanding balance of the Loan
shall be immediately due and payable.
(c) If a default on a Loan occurs, but the Member does not pay the entire
outstanding balance of the Loan (together with accrued and unpaid interest) by
the 60th day after the last day of the month in which the default occurs, the
Member's nonforfeitable interest in his Account shall be applied immediately, to
the extent lawful and to the extent the Member's Account is then available for
withdrawal or distribution in accordance with the applicable provisions of the
Plan, to pay the entire outstanding balance of the Loan (together with accrued
and unpaid interest); provided that in the case of a default described in
Section 10.11(a)(1), the Plan shall distribute the Member's promissory note to
the Member (or, if the Member has died, to the Member's Beneficiary) in full
satisfaction of the Plan's liability to the Member (or his Beneficiary) with
respect to that portion of the Member's nonforfeitable interest in his Account
equal to the outstanding balance of the Loan (including accrued and unpaid
interest). Notwithstanding the foregoing, no portion of the Member's Pre-Tax
Contribution Account shall be distributed or applied to pay an outstanding Loan
before the date on which it is otherwise distributable or withdrawable under the
Plan.
<PAGE>
39
(d) Any failure by the Committee to enforce the Plan's rights with respect to
a default on a Loan shall not constitute a waiver of such rights either with
respect to that default or any other default.
10.12 Treatment as Investment. A Loan shall be treated by the Plan as a
-----------------------
separate investment of a portion of the borrowing Member's Account. All
interest received by the Plan with respect to a Member's Loan shall be credited
to the Member's Account, and all losses and expenses incurred by the Plan with
respect to the Loan (including, without limitation, any collection expenses in
the event of default) shall be charged against the Member's Account.
10.13 Ordering Rules. (a) The funds used to finance a Loan shall be
--------------
derived from the borrowing Member's Account in the following sequence (to the
extent necessary to obtain the amount necessary to finance the Loan): (i) the
Member's Pre-Tax Contribution Account (to the extent attributable to Pre-Tax
Contributions for which Company Matching Contributions were not made), (ii) the
Member's Pre-Tax Contribution Account (to the extent attributable to Pre-Tax
Contributions for which Company Matching Contributions were made), (iii) the
Member's After-Tax Contribution Account (to the extent attributable to After-Tax
Contributions for which Company Matching Contributions were not made), and (iv)
the Member's After-Tax Contribution Account (to the extent attributable to
After-Tax Contributions for which Company Matching Contributions were made).
(b) Each repayment of principal and interest shall be (i) credited to the
portion(s) of the Account from which the funds used to finance the Loan were
derived, in proportion to the ratio of the amount derived from that portion to
the total amount derived from the Member's Account to finance the Loan, and (ii)
invested in the Investment Funds in accordance with the Member's directions
regarding the current Pre-Tax and After-Tax Contributions on his behalf to the
Plan (or, if Pre-Tax and After-Tax Contributions are not currently being made on
the Member's behalf, in accordance with the most recent directions given by the
Member with respect to the investment of Pre-Tax or After-Tax Contributions.
10.14 Fees. A Member who receives a Loan shall pay such fees as the
----
Committee may establish from time to time. Initially, the applicable fees shall
consist of a one-time origination fee for each Loan, plus an annual maintenance
fee which will be deducted from the Member's Account on a quarterly basis. The
amount and nature of the fees will be established from time to time by the
Committee.
<PAGE>
40
ARTICLE XI
WITHDRAWALS
11.01 After-Tax Contribution Account. Subject to the restrictions imposed
------------------------------
by this Article XI, a Member who is employed by the Company or an Affiliate may
withdraw all or part of the Value of his After-Tax Contribution Account at any
time.
11.02 Pre-Tax Contribution Account. Subject to the restrictions imposed
----------------------------
by this Article XI, a Member who has attained age 59 1/2 and who is employed by
the Company or an Affiliate may withdraw all or part of the Value of his Pre-Tax
Contribution Account at any time.
11.03 Hardship Withdrawals. (a) Subject to the restrictions imposed by
--------------------
this Article XI, if a Member satisfies the requirements of subsections (b) and
(c), below, the Member may withdraw all or part of the Value of his Pre-Tax
Contribution Account (excluding any gains on Pre-Tax Contributions other than
gains credited to his Pre-Tax Contribution Account as of December 31, 1988) and
his nonforfeitable interest in the Value of his Company Matching Account.
(b) A Member may make a withdrawal pursuant to this Section 11.03 only if he
requires the withdrawal for
(1) costs directly related to the purchase of his principal residence, or
a major rehabilitation of the living quarters in his principal residence, but
excluding mortgage payments,
(2) the payment of medical expenses described in Section 213(d) of the
Code previously incurred by the Member, the Member's spouse, or any dependents
of the Member (as defined in Section 152 of the Code), or expenses necessary for
these persons to obtain medical care described in Section 213(d) of the Code,
(3) the payment of tuition, related educational fees, and room and board
expenses for the next 12 months of post-secondary education for the Member, or
the Member's spouse, children, or dependents (as defined in Section 152 of the
Code), or
(4) payments necessary to prevent the eviction of the Member from the
Member's principal residence or foreclosure on the mortgage on that residence.
(c) A Member may make a withdrawal pursuant to this Section 11.03 only if
(1) the amount of the withdrawal does not exceed the amount required to
meet the need shown by the Member pursuant to Section 11.03(b),
<PAGE>
41
(2) the Member has obtained (or is concurrently obtaining) all
distributions, withdrawals, and loans available under the Plan and all other
plans maintained by the Company and the Affiliates, and
(3) the need shown by the Member pursuant to Section 11.03(b) cannot be
satisfied from other resources reasonably available to the Member (including the
resources of his spouse and minor children).
(d) If a Member seeks to make a withdrawal pursuant to this Section, the
Committee shall require the Member to present such evidence and certifications
as the Committee considers necessary to determine whether the Member meets the
requirements of this Section.
11.04 Notice. The Committee shall provide each Member who, before
------
attaining Normal Retirement Age, applies for a withdrawal pursuant to this
Article XI with a written, nontechnical explanation of the Member's right to
defer receipt of the withdrawal until Normal Retirement Age. The notice shall
be furnished no less than 30 days and no more 90 days before the date as of
which the withdrawal is scheduled to be made; provided that the withdrawal may
be made less than 30 days after the Member receives the notice if the notice
informs the Member of his right to a period of at least 30 days after receiving
the notice to consider whether to elect the withdrawal and if the Member, after
being informed of this right, affirmatively elects to make the withdrawal.
11.05 Dollar Limitations. A withdrawal pursuant to this Article may be
------------------
made in any whole dollar amount, except than a withdrawal may not be made for an
amount that is less than $250.
11.06 Priority of Accounts. Withdrawals pursuant to this Article shall be
--------------------
made in the following sequence:
(a) first, from the Member's After-Tax Contribution Account pursuant to
Section 11.01, and after exhaustion of the After-Tax Contribution Account, and
(b) then, from the Member's Pre-Tax Contribution Account pursuant to Section
11.02 and Section 11.03 (to the extent then available), and after exhaustion of
the Pre-Tax Contribution Account (to the extent than available), and
(c) last, from the Member's Company Matching Account (to the extent of the
Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the
extent then available).
11.07 Source of Funds. (a) A withdrawal pursuant to this Article shall
---------------
be derived from the Investment Funds in which the applicable portion of the
Member's Account is
<PAGE>
42
invested, in proportion to the percentage of the applicable portion of the
Account that is invested in each Investment Fund.
(b) A withdrawal from any Investment Fund other than the Capital Cities/ABC,
Inc. Common Stock Fund shall be paid in cash.
(c) A withdrawal from the Capital Cities/ABC, Inc. Common Stock Fund shall be
made in shares of Common Stock (except that the value of fractional shares shall
be distributed in cash); provided that a Member may elect to receive such a
withdrawal entirely in cash.
11.08 Valuation. For purposes of this Article XI, the Value of a Member's
---------
Account shall be determined as of the Valuation Date determined in accordance
with the following rules:
(a) If the Member's request for a withdrawal is received by the time
prescribed by the Committee, the Valuation Date shall be the Valuation Date
coincident with or next following the date on which the request is received or
as soon thereafter as practicable; and
(b) If the Member's request for a withdrawal is not received by the time
prescribed by the Committee, the Valuation Date shall be the Valuation Date that
next follows the date on which the request is received or as soon thereafter as
practicable;
provided that if the Member has not waived the 30-day waiting period in
accordance with Section 11.04, the Valuation Date shall be the Valuation Date
that coincides with or next follows the expiration of the 30-day waiting period
or as soon thereafter as practicable.
11.09 Outstanding Loan. Notwithstanding any other provision of this
----------------
Article, if a Member's Account shows that the Member has an outstanding balance
under a Loan, the Member shall not be permitted to make a withdrawal pursuant to
this Article of any portion of the Member's Account that secures the Loan.
11.10 Inactive Employees. An Employee who becomes a Member for the
------------------
first time on or after January 1, 1995, shall be entitled to make a withdrawal
pursuant to this Article XI only if he is actively employed by the Company or an
Affiliate on the date he applies for the withdrawal.
<PAGE>
43
ARTICLE XII
DISTRIBUTIONS
12.01 Severance from Service Required. Except to the extent otherwise
-------------------------------
required by Section 12.11, a distribution shall not be made to a Member pursuant
to this Article XII before the Member Severs from Service.
12.02 Notice Regarding Form and Payment of Distributions. (a) Subject to
--------------------------------------------------
the provisions of subsections (b) and (c), below, in the case of a Member whose
Distribution Date precedes his Normal Retirement Date, the Committee shall
provide the Member with a written, nontechnical explanation of the items
described in subparagraphs (i) and (ii), below, no more than 90 days, and no
less than 30 days, before his Distribution Date:
(i) In the case of a Member described in Section 12.04(a), the material
features of the Normal Form of Payment and the Optional Forms of Payment to
which the Member is entitled, or that he could elect to receive, under the Plan;
and
(ii) The Member's right to defer commencement of such benefit until as
late as his Normal Retirement Date.
(b) Notwithstanding subsection (a), above, the Distribution Date may occur
less than 30 days after the Member receives the notice required by subsection
(a) if the notice informs the Member of his right to a period of at least 30
days after receiving the notice to consider whether to elect the distribution
and if the Member, after being informed of this right, affirmatively consents to
the distribution.
(c) Notwithstanding the foregoing, no notice pursuant to this Section 12.02
shall be required in the case of a Member who is required to receive a
distribution in the form of a Mandatory Lump-Sum Distribution in accordance with
Section 12.05.
12.03 Normal Form of Payment. Except as otherwise provided in this
----------------------
Article XII or in an applicable Schedule, the normal form of payment under the
Plan shall be a Voluntary Lump-Sum Distribution based on the Value of the
Member's nonforfeitable interest in his Account as of the Valuation Date
determined in accordance with the following rules:
(a) If the Member's request for a distribution is received by the time
prescribed by the Committee, the Valuation Date shall be the Valuation Date
coincident with or next following the date on which the request is received or
as soon thereafter as practicable; and
<PAGE>
44
(b) If the Member's request for a distribution is not received by the time
prescribed by the Committee, the Valuation Date shall be the Valuation Date that
next follows the date on which the request is received or as soon thereafter as
practicable;
provided that if the Member has not waived the 30-day waiting period in
accordance with Section 12.02, the Valuation Date shall be the Valuation Date
that coincides with or next follows the expiration of the 30-day waiting period
or as soon thereafter as practicable.
12.04 Optional Forms of Payment. (a) Subject to the provisions of
-------------------------
Sections 12.05 and 12.11, a Member who first became a Member before April 1,
1994, and who Severs from Service (i) by reason of Retirement or Disability or
(ii) at or after attaining Normal Retirement Age may elect to receive the Value
of his nonforfeitable interest in his Account in a series of annual
installments.
(b) The period for which installments are paid pursuant to this Section shall
be any whole number of years from a minimum of one year to a maximum period
equal to the lesser of (i) the Member's life expectancy as determined under
Section 401(a)(9) of the Code and the Treasury Regulations thereunder or (ii)
ten years.
(c) Subject to the provisions of Section 12.11, the date as of which
installment payments begin pursuant to this Section shall be any day selected by
the Member, beginning after the Member Severs from Service and no later than the
last day of the first Plan Year commencing after the later of (i) the date on
which the Member attains Normal Retirement Age or (ii) the date on which the
Member Severs from Service.
(d) If annual installment payments are made to a Member pursuant to this
Section, the amount of each payment shall be equal to the Value of his Account,
as of the applicable Valuation Date, multiplied by a fraction, the numerator of
which is one and the denominator is the remaining number of installments
(including the installment then to be paid). The Valuation Date for the first
installment payment shall be determined in accordance with Section 12.03, and
the Valuation Date for each subsequent installment payment shall occur on an
anniversary thereof or as soon thereafter as practicable.
(e) If a Member has elected to receive installment payments pursuant to this
Section, the election shall be irrevocable as of the Member's Distribution Date;
provided that a Member may elect to accelerate (and to receive in a lump sum)
the payment of all (but not less than all) remaining installments at any time.
(f) If a Member who elects to receive installment payments pursuant to this
Section dies after his initial Distribution Date but before the Value of his
nonforfeitable interest in his Account has been fully distributed, the Member's
Beneficiary shall be entitled to receive, at the Beneficiary's election, either
(i) the remaining installments on the dates they were originally scheduled to be
paid (or as soon thereafter as practicable) or (ii) the
<PAGE>
45
Value of the Member's nonforfeitable interest in his Account (determined as of
the date of the distribution) in a lump-sum payment as of a Valuation Date that
occurs as soon as practicable following the Member's death and the Committee's
receipt of all information and documentation that it requires before making the
distribution. The Beneficiary's election shall be made in such manner and form,
and at such time, as the Committee shall prescribe.
(g) A Member who elects to receive installment payments pursuant to this
Section may, concurrently with such election, elect that all or part of the
Value of his Company Matching Account attributable to the Capital Cities/ABC,
Inc. Common Stock Fund be liquidated and transferred to any of the other
available Investment Funds (other than the Loan Fund).
12.05 Mandatory Lump Sum. If, as of any date after a Member Severs from
------------------
Service, the Value of the Member's nonforfeitable interest in his Account does
not exceed $3,500, the Member shall receive an immediate Mandatory Lump-Sum
Distribution equal to such Value. For purposes of this Section 12.05, if the
Value of the Member's nonforfeitable interest in his Account at the time of any
distribution to the Member exceeds $3,500, the Value of the Member's
nonforfeitable interest in his Account at the time of any subsequent
distribution to the Member also shall be deemed to exceed $3,500. If a
Mandatory Lump-Sum Distribution pursuant to this Section 12.05 is delayed for
administrative reasons, and the Member dies on or after his Distribution Date,
but before the Mandatory Lump-Sum Distribution is paid to him, the Mandatory
Lump-Sum Distribution shall be paid to his personal representative.
12.06 Distribution Date. (a) Except as otherwise provided in this
-----------------
Section 12.06 or Section 12.04, 12.05, or 12.11, the Distribution Date of a
Member who is entitled to a distribution pursuant to this Article shall be his
Normal Retirement Date.
(b) (1) A Member who Severs from Service before his Normal Retirement Date
may designate any date thereafter and on or before his Normal Retirement Date as
his Distribution Date. A Member may make an election under this Section
12.06(b) only if the election meets the requirements imposed by paragraph (2),
below.
(2) A Member may make an election under this Section, or revoke any such
election, before his Distribution Date, but only after the Member receives the
notice required by Section 12.02. Any such election, and any revocation of a
previous election, shall be made in a form satisfactory to the Committee and
delivered to the Committee within the period prescribed by the preceding
sentence.
(3) A Member may not make an election under this Section, or revoke an
election previously made under this Section, on or after the Member's
Distribution Date.
<PAGE>
46
(c) Subject to the provisions of Sections 12.05 and 12.11, a Member who Severs
from Service by reason of Retirement or Disability or after attaining Normal
Retirement Age may elect that his Distribution Date shall be a date (designated
by the Member) that occurs in the Plan Year following the Plan Year in which his
Severance from Service occurs.
(d) Subject to the provisions of Sections 12.06(c) and 12.11, the Distribution
Date of a Member who Severs from Service after his Normal Retirement Date shall
occur as soon as practicable after his Severance from Service.
(e) Unless the Member elects otherwise in writing, the Member's Distribution
Date shall not occur later than the 60th day after the close of the Plan Year in
which the latest of the following occurs: (i) the Member's attainment of Normal
Retirement Age, (ii) the tenth anniversary of the year in which the Member
commenced participation in the Plan, or (iii) the Member terminates employment
with the Company and the Affiliates. This subsection is designed solely to
comply with the provisions of Section 401(a)(14) of the Code and Section 206(a)
of ERISA; this subsection does not give a Member the right to postpone the
Distribution Date beyond the date otherwise required by the terms of the Plan.
(f) Notwithstanding any other provision of the Plan, a payment shall not be
considered to be made after the Distribution Date merely because actual payment
is reasonably delayed for the calculation and/or distribution of the benefit
amount if all payments due are actually made.
(g) If a Voluntary Lump-Sum Distribution pursuant to this Article XII is
delayed for administrative reasons, and the Member dies after his Distribution
Date, but before the Voluntary Lump-Sum Distribution is paid to him, the
Voluntary Lump-Sum Distribution shall be paid to his personal representative.
(h) If a Pre-Tax Contribution, After-Tax Contribution, or Company Matching
Contribution is credited to a Member's Account after the Value of his Account
has been distributed in its entirety pursuant to this Article XII, the Value of
the Member's Account (reflecting such contribution) shall be distributed in
accordance with the generally applicable provisions of this Article XII and
without regard to any election made by the Member with respect to the prior
distribution.
12.07 Death. Except as otherwise provided in Sections 12.05 and 12.06(g),
-----
upon the death of a Member, the Value of the Member's nonforfeitable interest in
his Account shall be distributed to his Beneficiary as of the Valuation Date
coincident with or next following the Member's Normal Retirement Date or as of
such earlier Valuation Date as the Beneficiary may elect (on or before such
Valuation Date) in such form and manner, and at such time, as the Committee
shall prescribe; provided that if, as of any date after the Member's death, the
Value of the Member's Account does not exceed $3,500, the
<PAGE>
47
Beneficiary shall receive an immediate Mandatory Lump-Sum Distribution equal to
such Value in accordance with Section 12.05.
12.08 Designation of Beneficiary. (a) Subject to the remaining
--------------------------
provisions of this Section, a Member may designate a Beneficiary under the Plan
at any time.
(b) Subject to the remaining provisions of this Section, a Member may revoke a
prior designation of a Beneficiary at any time by filing a written notice of
revocation with the Committee and may designate a new Beneficiary by filing a
written designation with the Committee. No such revocation or designation shall
be effective unless and until it is received by the Committee before the
Member's death in a form and manner that is acceptable to the Committee.
(c) Subject to the remaining provisions of this Section, if a Member
designates his spouse as his Beneficiary, that designation shall not be revoked
or otherwise altered or affected by any
(i) change in the marital status of the Member and such spouse,
(ii) agreement between the Member and such spouse, or
(iii) judicial decree (such as a divorce decree) affecting any rights
that the Member and such spouse might have as a result of their marriage,
separation, or divorce (except to the extent that a Qualified Domestic Relations
Order directs the designation of a Beneficiary),
until and unless the Member revokes his prior designation of Beneficiary and
designates a Beneficiary in accordance with this Section, it being the intent of
the Plan that any change in the designation of a Beneficiary hereunder may be
made by the Member only in accordance with the provisions of this Section or
pursuant to a Qualified Domestic Relations Order.
(d) Notwithstanding the preceding provisions of this Section, a Member's
designation of a Beneficiary other than his Surviving Spouse shall be effective
only with the written consent of such Surviving Spouse, witnessed by a
representative of the Plan or a notary public, unless the Committee determines
that spousal consent cannot be obtained because there is no Surviving Spouse,
because the Surviving Spouse cannot be located, or because of other
circumstances specified by the Secretary of the Treasury. The consent of a
spouse to a Member's designation of a Beneficiary shall be effective only with
respect to that spouse and shall not be effective with respect to any subsequent
spouse. In the absence of spousal consent in accordance with this Section, a
Member who is married on the date of his death shall be deemed to have
designated his Surviving Spouse as his Beneficiary
<PAGE>
48
unless and to the extent that such designation is inconsistent with a Qualified
Domestic Relations Order.
(e) After a Member's death, the Member's Beneficiary shall have the same
rights and options under the Plan as a Member who is a former Employee of the
Company and the Affiliates, including the right to designate a Beneficiary. For
example, a Beneficiary shall not have the right to make contributions to the
Plan or to obtain a Loan from the Plan.
12.09 Payment Medium. (a) A distribution pursuant to this Article shall
--------------
be derived from the Investment Funds in which the applicable Account is
invested, in proportion to the percentage of the Account invested in each
Investment Fund.
(b) A distribution from any Investment Fund other than the Capital Cities/ABC,
Inc. Common Stock Fund shall be paid in cash.
(c) A distribution from the Capital Cities/ABC, Inc. Common Stock Fund shall
be made in shares of Common Stock (except that the value of fractional shares
shall be distributed in cash); provided that the distributee may elect to
receive such a distribution entirely in cash.
12.10 Risk of Loss. The Value of a Member's nonforfeitable interest in
------------
his Account shall continue to be adjusted to reflect the investment performance
of the Investment Fund(s) in which his Account is invested (and shall therefore
remain subject to the risk of loss) during the period between the Member's
Severance from Service and the date when the Member's nonforfeitable interest in
his Account has been distributed in full.
12.11 Minimum Required Distributions. (a) The Plan is designed to satisfy
------------------------------
the requirements of Section 401(a)(9) of the Code and the Treasury Regulations
thereunder without regard to the provisions of this Section 12.11 Nevertheless,
to ensure that the Plan complies with those requirements, this Section 12.11 has
been added to the Plan. The sole purpose of this Section 12.11 is to limit the
manner in which benefits are paid under the Plan to accord with the requirements
of Section 401(a)(9) of the Code and the Treasury Regulations thereunder. This
Section 12.11 should be interpreted in a manner consistent with that purpose.
The provisions of this Section 12.11 shall override any distribution options
under the Plan that are inconsistent with the requirements of Section 401(a)(9)
of the Code and the Treasury Regulations thereunder. This Section 12.11 does
not confer any rights or benefits upon any person.
(b) Notwithstanding any other provision of the Plan, the distribution of the
Value of a Member's nonforfeitable interest in his Account shall commence not
later than April 1 of the calendar year following the calendar year in which he
attains age 70 1/2, unless he is described in subsection (c), below.
<PAGE>
49
(c) If a Member attained age 70 1/2 before January 1, 1988, and if he was not
a 5% owner (as that term is defined in Section 416(i)(l)(B) of the Code) at any
time after the end of the Plan Year in which he attained age 65 1/2, the
distribution of the Value of his nonforfeitable interest in his Account shall
commence not later than April 1 of the calendar year following the later of (i)
the calendar year in which he attains age 70 1/2 or (ii) the calendar year in
which he Severs from Service.
(d) Unless the mode of distribution is a single payment, the Value of a
Member's nonforfeitable interest in his Account shall be paid over a period not
extending beyond the Member's life or life expectancy, or the joint lives or
joint life expectancies of the Member and his Spouse or joint annuitant. If the
Member's entire benefit is to be distributed over a period longer than one year,
then the amount to be distributed each year shall be no less than the amount
prescribed by the Treasury Regulations under Section 401(a)(9) of the Code.
(e) If a Member dies before his Distribution Date, any benefit payable after
his death shall be distributed to his Surviving Spouse in accordance with this
Article XII and shall not begin later than the April 1 following the date on
which the Member would have attained age 70 1/2 (or, if later, the first day of
the month coincident with or next following the Member's death).
(f) Payments shall not be made under the Plan pursuant to any payment schedule
authorized by the Plan unless the payment schedule satisfies the incidental
benefit requirement set forth in Section 401(a)(9)(G) of the Code and the
Treasury Regulation thereunder.
(g) This Section 12.11 shall not apply to any method of distribution
designated in writing by a Member under the terms of the Plan (or any
predecessor thereof) before January 1, 1985, in accordance with Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982.
12.12 Direct Rollover. If a Member, a Surviving Spouse, or an Alternate
---------------
Payee named in a Qualified Domestic Relations Order is entitled to receive an
"eligible rollover distribution" (within the meaning of Section 402(c)(4) of the
Code) from the Plan on or after January 1, 1993, the Plan shall, at the election
of the recipient, make a direct rollover of the taxable portion of the
distribution to an eligible retirement plan. Notwithstanding the foregoing, the
recipient may not make a direct rollover if the Corporation reasonably expects
the total of such "eligible rollover distributions" from the Plan to the
recipient to be less than $200 in the Plan Year; and if a recipient elects to
have only a portion of an "eligible rollover distribution" paid to an eligible
retirement plan in a direct rollover, that portion must be at least $500. This
Section 12.12 is intended, and shall be construed, solely to satisfy the direct
rollover requirements of Code Section 401(a)(31) of the Code: it shall
<PAGE>
50
not confer any rights other than those required under Section 401(a)(31) and the
Treasury Regulation thereunder.
<PAGE>
51
ARTICLE XIII
ADMINISTRATION
13.01 Employee Benefits Committee. The Employee Benefits Committee shall
---------------------------
consist of not less than three persons who shall be appointed by the Board of
Directors. The members of the Committee may, but need not, be employees,
officers, or directors of the Company or an Affiliate. The number of members of
the Committee may be increased from time to time by the Board, and such new
members shall be appointed by the Board, provided that the total number of
members shall at all times be not less than three. Before becoming a member of
the Committee, any person appointed to the Committee must accept his appointment
in writing. Any member of the Committee may be removed by the Board at any time
with or without cause. Any member of the Committee may resign by submitting a
written resignation to the Board, and such resignation shall be effective on the
date of receipt or on any subsequent date specified therein. A vacancy on the
Committee shall be filled by the Board.
13.02 Chairman and Secretary. The Committee shall select a Chairman and
----------------------
may select a Secretary (who may, but need not be, a member of the Committee) to
keep its records and to assist it in the performance of its duties.
13.03 Committee Meetings and Votes. The Committee shall hold meetings at
----------------------------
such time and place and upon such notice as the Committee may from time to time
determine. A majority of the members of the Committee at the time in office
shall constitute a quorum. All actions by the Committee shall be by majority
vote of the Committee members present at such a meeting, but the Committee may
also act without a meeting by consent of a majority of its members evidenced by
a resolution signed by a majority of the members then in office. No member of
the Committee shall have any right to vote or decide upon any matter relating
solely to himself or solely to his rights or benefits under the Plan.
13.04 Evidence of Action of the Committee. The Committee may authorize
-----------------------------------
one or more of its members to sign on its behalf any instructions, notices, or
certifications to the Trustee or to any other person.
13.05 Records and Reports. The Committee shall maintain records of its
-------------------
actions and determinations in administering the Plan. All such records,
together with such other documents as may be necessary for the administration of
the Plan, shall be preserved by the Committee.
13.06 Powers and Duties of the Committee. The Committee shall be a named
----------------------------------
fiduciary of the Plan and shall have the authority to control and manage the
operation and administration of the Plan. The Committee shall have such
discretionary power as may be
<PAGE>
52
necessary to carry out the provisions of the Plan and to perform its duties
hereunder, including, without limiting the generality of the foregoing, the
discretionary power:
(a) to promulgate and enforce such rules and regulations as it shall deem
necessary or appropriate for the administration of the Plan;
(b) to interpret the Plan and to decide all matters arising thereunder,
including the right to remedy possible ambiguities, inconsistencies, and
omissions;
(c) to resolve questions relating to individuals' eligibility for
participation in the Plan, vesting, forfeitures, the amounts and manner of
distribution, and the status of persons as Employees, Eligible Employees,
Members, spouses, Surviving Spouses, Beneficiaries, and Alternate Payees;
(d) to require any person to furnish such documentation, information, or other
matter as the Committee may require for the proper administration of the Plan
and as a prerequisite to any payment or distribution by the Plan;
(e) to direct that the Fund be used to pay the reasonable administration
expenses of the Plan;
(f) to employ or retain one or more persons to render advice with respect to
its responsibilities under the Plan;
(g) to employ or retain one or more persons to assist in the administration of
the Plan;
(h) to appoint an Investment Manager or Managers to manage (including the
power to acquire and dispose of) any assets of the Plan;
(i) to manage (including the power to acquire and dispose of) any assets of
the Plan;
(j) to direct the Corporation to appoint a named fiduciary that does not
qualify as an Investment Manager to manage (including the power to acquire and
dispose of) any assets of the Plan;
(k) to establish, limit, and eliminate Investment Funds in accordance with
Section 7.03; and
(l) to impose reasonable restrictions (including temporary prohibitions) on
Members' contribution elections, changes in contribution elections, investment
elections,
<PAGE>
53
changes in investment elections, loans, withdrawals, and distributions to
accommodate the administrative requirements of the Plan.
All decisions of the Committee relating to matters within its jurisdiction shall
be final.
13.07 Professional Assistance. The Committee may engage accountants,
-----------------------
attorneys, actuaries, physicians, and such other personnel as it deems necessary
or advisable for the proper administration of the Plan. The fees and costs of
such services shall be paid by the Company unless they are paid out of the Fund.
The Committee shall be entitled to obtain and act on the basis of all tables,
valuations, certificates, opinions, and reports furnished by any accountant,
attorney, actuary, physician, or other person so engaged.
13.08 Allocation and Delegation of Committee Responsibilities. The
-------------------------------------------------------
Committee may allocate among any of the members of the Committee any of the
responsibilities of the Committee under the Plan or delegate to any person
(including a third-party administrator) not a member of the Committee authority
to carry out any of the responsibilities of the Committee under the Plan. Any
such allocation or delegation shall be made pursuant to a written instrument
executed by each of the members of the Committee then in office or pursuant to a
contract between a third-party administrator and the Corporation and approved by
the Committee. Unless such written instrument or contract specifies otherwise,
the one or more persons to whom responsibility is allocated or delegated
pursuant to this Section shall have the same discretionary powers in carrying
out such responsibility as the Committee itself would have had it carried out
the responsibility itself.
13.09 Compensation and Expenses. The members of the Committee shall serve
-------------------------
without compensation from the Plan, but the Fund shall reimburse the Committee
members for all reasonable expenses incurred in the administration of the Plan
except to the extent that the expenses are borne by the Company.
13.10 Investment Responsibilities. The Committee shall be responsible for
---------------------------
(a) designating one or more investment companies, or other common, collective,
or mutual funds, as Investment Funds pursuant to Section 7.03;
(b) selecting, retaining, and replacing the Plan's Investment Managers and any
named fiduciaries appointed pursuant to Section 13.06(j);
(c) managing any assets for which it is directly responsible pursuant to
Section 13.06(i);
(d) allocating investment responsibility among the Trustee, the Investment
Managers, any named fiduciaries appointed pursuant to Section 13.06(j), and the
Committee itself;
<PAGE>
54
(e) periodically reviewing and evaluating the Investment Funds; and
(f) periodically reviewing and evaluating the performance of the Trustee, the
Investment Managers, and any named fiduciaries appointed pursuant to Section
13.06(j).
13.11 Plan Administrator. The Corporation shall be the "administrator" of
------------------
the Plan for purposes of Section 3(16)(A) of ERISA.
13.12 Multiple Fiduciary Capacities. Any person or group of persons may
-----------------------------
serve in more than one fiduciary capacity under the Plan.
<PAGE>
55
ARTICLE XIV
BENEFIT CLAIMS PROCEDURE
14.01 Claims Procedure. A claim for benefits under the Plan by a Member,
----------------
Surviving Spouse, Beneficiary, Alternate Payee, or any other person shall be
filed by submitting to a person (the "claim administrator") designated by the
Committee a written application on a form designated by the Committee. The
claim administrator shall, within a reasonable time, consider the claim and
shall issue his determination in writing. If the claim is denied in whole or in
part by the claim administrator, the claim administrator shall, within a
reasonable time, provide the claimant with a written notice setting forth in a
manner calculated to be understood by the claimant:
(a) The specific reason or reasons for the denial of the claim;
(b) Specific reference to pertinent Plan provisions on which the denial is
based;
(c) A description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(d) An explanation of the Plan's claim review procedure.
14.02 Review Procedure. The Committee shall provide each claimant with a
----------------
reasonable opportunity to appeal a denial of the claim to the Committee for a
full and fair review. The claimant or his duly authorized representative shall
be permitted to request a review upon written application to the Committee to
review pertinent documents, and to submit issues and comments in writing. The
Committee may establish such time limits within which claimants may request
review of denied claims as are reasonable in relation to the nature of the
benefit that is the subject of the claim and to other attendant circumstances,
but which in no event shall be less than 60 days after receipt by the claimant
of written notice of denial of his claim. The decision by the Committee with
respect to the claim shall be made not later than 60 days after receipt of the
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible
but not later than 120 days after receipt of the request for review. The
decision on review shall be in writing, shall include specific reasons for the
decision and specific references to the pertinent Plan provisions on which the
decision is based, and shall be written in a manner calculated to be understood
by the claimant. To the extent permitted by law, the decision of the claim
administrator (if no review is properly requested) or the decision of the
Committee on review, as the case may be, shall be final and binding on all
parties if it is supported by the facts that were considered and is reasonably
based on the applicable provisions of law, the Plan, and the Trust Agreement.
<PAGE>
56
14.03 Required Information. Any person eligible to receive benefits
--------------------
hereunder shall furnish to the claim administrator or the Committee any
information or evidence requested by the claim administrator or the Committee
and reasonably required for the proper administration of the Plan. Failure on
the part of any person to comply with any such request within a reasonable
period of time shall be sufficient grounds for delay in the payment of any
benefits that may be due under the Plan until such information or evidence is
received by the claim administrator or the Committee. The claim administrator
or the Committee may recoup from the payments to any person any amount
previously paid to such person to which he was not entitled under the provisions
of the Plan.
14.04 Effective Date. This Article XIV applies only to claims for
--------------
benefits filed on or after January 1, 1995. Claims for benefits filed before
that date shall be filed and resolved in accordance with the Plan's benefit
claims procedures as in effect before the June 1, 1994, restatement of the Plan.
<PAGE>
57
ARTICLE XV
AMENDMENT, MERGER, AND TERMINATION OF THE PLAN
15.01 Amendment of the Plan. The Board of Directors by duly adopted
---------------------
written resolution may modify or amend the Plan in whole or in part,
prospectively or retroactively, at any time and from time to time. The officers
of the Corporation may take all actions necessary or appropriate to implement or
effectuate any modification or amendment to the Plan described herein.
15.02 Merger or Consolidation of the Plan. To the extent that Section
-----------------------------------
414(l) of the Code applies, the Plan may not be merged or consolidated with, and
its assets or liabilities may not be transferred to, any other plan unless each
Member would receive a benefit immediately after the merger, consolidation, or
transfer (if each plan then terminated) that is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated); provided that the
foregoing provisions of this Section 15.02 shall not apply if such alternative
requirements as may be imposed by the Treasury Regulations under Section 414(l)
of the Code are satisfied.
15.03 Termination of the Plan.
-----------------------
(a) Reservation of Right to Terminate. While the Plan was established as a
---------------------------------
permanent program and the Company expects to continue the Plan indefinitely, the
Corporation reserves the right to terminate the Plan, partially or in its
entirety, at any time by a written resolution of the Board of Directors.
(b) Date of Termination. If the Board of Directors adopts a resolution to
-------------------
terminate the Plan, the Plan shall be terminated as of a date to be specified in
the resolution.
(c) Rights of Affected Members. In the event of the termination or partial
--------------------------
termination of the Plan, or the discontinuance of contributions to the Plan, the
rights of all affected Members to benefits accrued to the date of such
termination, partial termination, or discontinuance, to the extent funded as of
such date, shall be nonforfeitable. The benefits accrued to the date of such a
termination, partial termination, or discontinuance shall be determined on the
basis of the assumption that the employment of every affected Member terminated
on such date (or, if earlier, on the date on which his employment actually
terminated). In the event of a termination of the Plan, the benefits accrued to
the date of the termination shall be funded only to the extent of the assets in
the Fund as of such date; and in the event of a partial termination of the Plan,
the benefits accrued by the affected Members shall be funded only to the extent
that they would have been funded in the event of a complete termination of the
Plan occurring on the date of the partial termination. For
<PAGE>
58
purposes of this subsection (c), the Members affected by the termination or
partial termination of the Plan, or a discontinuance of contributions to the
Plan, shall not include any former Member who does not have a balance in his
Account on the date of the termination, partial termination, or discontinuance.
15.04 Design Decisions. Decisions regarding the design of the Plan shall
----------------
be made in a settlor capacity and shall not be governed by the fiduciary
responsibility provisions of ERISA.
<PAGE>
59
ARTICLE XVI
MISCELLANEOUS
16.01 Employment Rights Not Affected by Plan. The adoption and
--------------------------------------
maintenance of the Plan shall not be deemed to constitute a contract between the
Company and any Employee. Nothing herein contained shall be deemed to give to
any Employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any time,
nor shall it be deemed to give the Company the right to require the Employee to
remain in its employ, nor shall it interfere with the Employee's right to
terminate his employment.
16.02 Booklets and Brochures Subject to Plan Provisions. The Company
-------------------------------------------------
shall from time to time issue to Members one or more booklets or brochures
summarizing the Plan. In the event of any conflict between the terms of the Plan
document and Trust Agreement and the terms of the booklets and brochures, the
terms of the Plan document and Trust Agreement shall control.
16.03 Doubt as to Identity. (a) If at any time any doubt exists as to
--------------------
the identity or whereabouts of any person entitled to payment hereunder or the
amount or time of such payment, the Corporation may direct the Trustee either
(i) to hold such sum in trust, uninvested, and without interest, until
distribution is ordered by a court of competent jurisdiction, or (ii) to pay
such sum into court in accordance with appropriate rules of law.
(b) If, after reasonable efforts, the Committee is unable to determine the
whereabouts of any person entitled to payment hereunder within three years after
such sum first becomes payable, the Account of such person shall be forfeited
and shall be treated as an actuarial gain that shall be used to reduce Company
Matching Contributions to the Plan in accordance with Article V. For purposes
of the preceding sentence, notice by registered mail sent to such person's most
recent address (as reflected in the Plan records) at least once in each of three
successive years shall constitute reasonable efforts to locate such person. If,
however, such person subsequently makes proper claim to the Company for such
sum, the forfeited benefit shall be reinstated, and shall be distributed in
accordance with the terms of the Plan.
16.04 Liability Limited. Except as and to the extent otherwise provided
-----------------
by applicable law, no liability whatever shall attach to or be incurred by the
shareholders, directors, officers, or employees of the Company or any Affiliate
under or by reason of any of the terms and conditions contained in the Plan or
in any of the contracts procured pursuant thereto or implied therefrom.
<PAGE>
60
16.05 Overpayments. If any overpayment of benefits is made under the
------------
Plan, the amount of the overpayment may be set off against further amounts
payable to or on account of the person who received the overpayment until the
overpayment has been recovered. The foregoing remedy is not intended to be
exclusive.
16.06 Incapacity. If any person is unable to care for his affairs because
----------
of illness or accident, unless a duly qualified guardian or other legal
representative has been appointed, any payment due from the Plan to that person
may be paid, for the benefit of such person, to his spouse, parent, brother,
sister, or other person deemed by the Committee to have incurred expenses for
such person.
16.07 Assignment and Liens.
--------------------
(a) Nonalienability of Benefits. Subject to subsections (b) and (c), below,
---------------------------
the right of any person to any benefit or payment under the Plan shall not be
subject to alienation, transfer, assignment, or encumbrance, or otherwise
subject to lien, and any such attempt to alienate, transfer, assign, or encumber
any benefit or payment under the Plan shall be null and void.
(b) Exception for Qualified Domestic Relations Orders. Subsection (a), above,
-------------------------------------------------
shall not apply to payments made pursuant to a Qualified Domestic Relations
Order. The following rules shall apply with respect to Qualified Domestic
Relations Orders:
(1) Establishment of Procedures. The Committee shall establish
---------------------------
reasonable written procedures to determine the qualified status of domestic
relations orders and to administer distributions under orders determined to be
Qualified Domestic Relations Orders, which procedures may include, without
limitation, the adoption of one or more model Qualified Domestic Relations
Orders. Such procedures shall be consistent with the requirements of Section
206(d) of ERISA and Sections 401(a)(13) and 414(p) of the Code. The Committee
shall promptly notify the affected Member and any other Alternate Payee of the
receipt of a domestic relations order and the procedures for determining the
qualified status of domestic relations orders. Within a reasonable period after
the receipt of such order, the Committee shall determine whether such order is a
Qualified Domestic Relations Order and shall notify the Member and each
Alternate Payee of such determination.
(2) Disposition of Benefits Pending Determination. During any period in
---------------------------------------------
which the qualified status of a domestic relations order is being determined (by
the Committee, by a court, or otherwise), the Committee shall make arrangements
to account separately for the amounts that would have been payable to each
Alternate Payee if the order had been determined to be a Qualified Domestic
Relations Order. If within 18 months of the receipt of the order, the order (or
modification thereof) is determined to be a Qualified Domestic Relations Order,
the Plan shall pay the amounts that have been separately accounted for to the
person or persons entitled thereto. If within 18 months of
<PAGE>
61
the receipt of the order, it is determined that the order is not qualified, or
the issue as to whether the order is qualified is not resolved by the end of the
18-month period, then the Plan shall pay the amounts that have been separately
accounted for to the person or persons, if any, who would have been entitled to
payment of such amounts if there had been no order. Any determination that an
order is qualified which is made after the close of the 18-month period shall
apply prospectively only.
(3) Multiple Spouses. If, as a result of a Qualified Domestic Relations
----------------
Order, a Member is treated as having more than one spouse, the amount of
benefits payable with respect to the Member under the Plan shall not exceed the
amount of benefits that would be payable if he had only one spouse.
(4) Restrictions on Distributions. If a Qualified Domestic Relations
-----------------------------
Order requires distribution to an Alternate Payee of all or a portion of the
Value of a Member's nonforfeitable interest in his Account, such distribution
shall be made without regard to the restriction set forth in Section 12.01.
(c) General Limitation. This Section 16.07 is intended to satisfy the
------------------
requirements of Section 206(d) of ERISA and Sections 401(a)(13) and 414(p) of
the Code. This Section 16.07 shall not be construed in a manner that would
impose limitations that are more stringent than those required by Section 206(d)
of ERISA and Sections 401(a)(13) and 414(p) of the Code. Thus, this Section
16.07 shall not restrict the alienation, transfer, assignment, or encumbrance of
any benefit or payment under the Plan to the extent such alienation, transfer,
assignment, or encumbrance is permitted under Section 206(d) of ERISA and
Sections 401(a)(13) and 414(p) of the Code, and the regulations thereunder. If
Congress should provide by statute, or the United States Labor Department, the
United States Treasury Department, or the Internal Revenue Service should
provide by regulation, ruling, or other guidance of general applicability, that
any restriction set forth in this Section 16.07 is no longer necessary for the
Plan to meet the requirements of Section 206(d) of ERISA or Section 401(a) of
the Code or any other applicable provision of ERISA or the Code then in effect,
such restriction shall become void and shall no longer apply, without the
necessity of further amendment to the Plan.
16.08 Withholding Taxes. The Committee may make any appropriate
-----------------
arrangements to deduct from all amounts paid under the Plan any taxes reasonably
determined to be required to be withheld by any government or government agency.
The Member, Surviving Spouse, Beneficiary, or Alternate Payee, as the case may
be, shall bear all taxes on amounts paid under the Plan to the extent that no
taxes are withheld, irrespective of whether withholding is required.
16.09 Titles and Headings Not to Control. The titles to articles and the
----------------------------------
headings of sections, subsections, paragraphs, and subparagraphs in the Plan are
placed herein for
<PAGE>
62
convenience of reference only, and in the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control.
16.10 Notice of Process. In any action or proceeding involving the Fund,
-----------------
or any property constituting part or all thereof, or the administration thereof,
the Company, the Committee, and the Trustee shall be the only necessary parties,
and no Member, spouse, Surviving Spouse, Beneficiary, Alternate Payee, or other
person having or claiming to have an interest in the Fund or under the Plan
shall be entitled to any notice of process unless such notice is required by
federal law.
16.11 Nonreversion. Except as provided in Section 5.07, all Plan assets
------------
shall be used for the exclusive benefit of Members, their Surviving Spouses,
Beneficiaries, and Alternate Payees and for the payment of the reasonable
expenses of administering the Plan and shall not revert to the Company.
16.12 Governing Law. The Plan shall be construed, administered and
-------------
regulated in accordance with the provisions of ERISA and, to the extent not
preempted thereby, in accordance with the laws of the State of New York.
16.13 Interpretation of Plan and Trust. It is the Company's intention
--------------------------------
that the Plan shall be a qualified profit-sharing plan under Section 401(a) of
the Code, that the Trust shall be exempt from federal income tax under Section
501(a) of the Code, and that the Plan and the Trust Agreement shall satisfy the
applicable requirements of ERISA. The Plan and the Trust Agreement shall be
construed to effectuate the foregoing intention.
16.14 Severability. If any provision of the Plan should be held illegal
------------
or invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
16.15 Complete Statement of Plan. This document is a complete statement
--------------------------
of the Plan and, as of June 1, 1994, supersedes all prior plans. The Plan may be
amended, modified, or terminated only in writing and then only as provided in
Sections 15.01 and 15.03.
<PAGE>
63
ARTICLE XVII
TOP-HEAVY PLAN PROVISIONS
17.01 Application of Article XVII. This Article XVII shall apply only if
---------------------------
the Plan is Top-Heavy, as defined below. If, as of any Top-Heavy Determination
Date, as defined below, the Plan is Top-Heavy, the provisions of Section 17.04
shall take effect as of the first day of the Plan Year next following the Top-
Heavy Determination Date and shall continue to be in effect until the first day
of any subsequent Plan Year following a Top-Heavy Determination Date as of which
it is determined that the Plan is no longer Top-Heavy.
17.02 Definitions Concerning Top-Heavy Status. In addition to the
---------------------------------------
definitions set forth in Article I, the following definitions shall apply for
purposes of this Article XVII, and shall be interpreted in accordance with the
provisions of Section 416 of the Code and the Treasury Regulations thereunder:
(1) Aggregation Group - a group of Company Plans consisting of each
-----------------
Company Plan in the Required Aggregation Group and each other Company Plan
selected by the Corporation for inclusion in the Aggregation Group that would
not, by its inclusion, prevent the group of Company Plans included in the
Aggregation Group from continuing to meet the requirements of Sections 401(a)(4)
and 410 of the Code.
(2) Annual Compensation - compensation for a calendar year within the
-------------------
meaning of Treasury Regulation Section 1.415-2(d)(11)(ii) to the extent that
such compensation does not exceed the annual compensation limit in effect for
the calendar year under Section 401(a)(17) of the Code.
(3) Company Plan - any Tax-Qualified Plan of the Companies.
------------
(4) Key Employee - any employee of the Companies who satisfies the
------------
criteria set forth in Section 416(i)(1) of the Code.
(5) Required Aggregation Group - one or more Company Plans comprising
--------------------------
each Company Plan in which a Key Employee is a participant and each Company Plan
that enables any Company Plan in which a Key Employee is a participant to meet
the requirements of Section 401(a)(4) or 410 of the Code.
(6) Top-Heavy - the Plan is included in an Aggregation Group under which,
---------
as of the Top-Heavy Determination Date, the sum of the present value of the
cumulative accrued benefits of the Key Employees under all defined benefit plans
in the Aggregation Group and the aggregate value of the accounts of Key
Employees under all
<PAGE>
64
defined contribution plans in the Aggregation Group exceeds 60 percent of the
analogous sum determined for all employees. The determination of whether the
Plan is Top-Heavy shall be made in accordance with Section 416(g)(2)(B) of the
Code and the Treasury Regulations thereunder.
(7) Top-Heavy Determination Date - the December 31 immediately preceding
----------------------------
the Plan Year for which the determination is made.
(8) Top-Heavy Ratio - the percentage calculated in accordance with
---------------
paragraph (6), above, and Section 416(g)(2) of the Code and the Treasury
Regulations thereunder.
(9) Top-Heavy Year - a Plan Year for which the Plan is Top-Heavy.
--------------
17.03 Calculation of Top-Heavy Ratio. The Top-Heavy Ratio with respect to
------------------------------
any Plan Year shall be determined in accordance with the following rules:
(1) Determination of Accrued Benefits. The accrued benefit of any
---------------------------------
current Member shall be calculated, as of the most recent valuation date that is
within a 12-month period ending on the Top-Heavy Determination Date, as if the
Member had voluntarily terminated employment as of such valuation date. Such
valuation date shall be the same valuation date used for computing plan costs
for purposes of the minimum funding provisions of Section 412 of the Code.
Unless, as of the valuation date, the Plan provides for a nonproportional
subsidy, the actuarial present value of the accrued benefit shall reflect a
retirement income commencing at age 65 (or attained age, if later). If, as of
the valuation date, the plan provides for a nonproportional subsidy, the benefit
shall be assumed to commence at the age at which the benefit is most valuable.
(2) Aggregation. The Plan shall be aggregated with all Company Plans
-----------
included in the Aggregation Group.
17.04 Effect of Top-Heavy Status.
--------------------------
(a) Minimum Contribution. Notwithstanding Article V, as of the last day of
--------------------
each Top-Heavy Year, the Company shall make, for each Member, (i) the Company
contributions it otherwise would have made under the Plan for such Top-Heavy
Year, or if greater, (ii) contributions for such Top-Heavy Year that, when added
to the contributions made by the Company for such Member (and any forfeitures
allocated to his accounts) for such Top-Heavy Year under all other defined
contribution plans of the Company, aggregate three percent of his Compensation;
provided that the Plan shall meet the requirements of this subsection (a) and
subsection (b), below, without taking into account Pre-Tax Contributions or
other employer contributions attributable to a salary reduction or similar
arrangement.
<PAGE>
65
(b) Accelerated Vesting. A Member who has completed at least three years of
-------------------
Service and who is credited with an Hour of Service in a Top-Heavy Year shall
have a nonforfeitable interest in his Account. For purposes of determining
whether the Member's interest in his Account is nonforfeitable under the
preceding sentence, Section 411(a)(3)(B) and (a)(3)(D) of the Code (relating to
suspension of benefits and forfeitures upon withdrawal of mandatory
contributions, respectively) shall not apply.
(c) Reduction in Section 415 Limits. For purposes of applying Section 6.05,
-------------------------------
the provisions of Section 415(e)(2)(B) and (e)(3)(B) of the Code shall be
applied by substituting "1.0" for "1.25" therein. If application of the
preceding sentence would otherwise cause a Member to exceed the limits imposed
by Section 6.05, then application of the preceding sentence shall be suspended
with respect to the Member until he no longer exceeds the limits of Section
6.05, as modified by the preceding sentence. In accordance with Section
416(h)(3) of the Code and the Treasury Regulation thereunder, during the period
of such suspension there shall be no Company contributions, forfeitures, or
voluntary nondeductible contributions allocated to the Member's accounts under
the Plan or any other defined contribution plan of the Companies and no accruals
for the Member under any defined benefit plan of the Companies. In addition,
during the period of such suspension, for purposes of applying Section 6.05 to
the Member, Section 415(e)(6)(B)(i) of the Code shall be applied as modified by
Section 416(h)(4) of the Code.
(d) Inapplicability to Union Employees. The preceding provisions of this
----------------------------------
Section 17.04 shall not apply with respect to any employee included in a unit of
employees covered by an agreement that the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and the
Company, if there is evidence that retirement benefits were the subject of good
faith bargaining between such employee representatives and the Company.
17.05 Effect of Discontinuance of Top-Heavy Status. If, for any Plan Year
--------------------------------------------
after a Top-Heavy Year, the Plan is no longer Top-Heavy, the provisions of
Section 17.04 shall not apply with respect to such Plan Year, except that:
(1) The accrued benefit of any Member shall not be reduced on account of
the operation of this Section 17.05;
(2) Each Member shall remain fully vested in any portion of the Member's
accrued benefit that was fully vested before the Plan ceased to be Top-Heavy;
and
(3) Any Member who was a Member in a Top-Heavy Year and who has completed
at least three years of Service as of the first day of the Plan Year in which
the Plan is no longer Top-Heavy may elect to remain subject to the provisions of
Section 17.04(b).
<PAGE>
66
17.06 Intent of Article XVII. This Article XVII is intended to satisfy
----------------------
the requirements imposed by Section 416 of the Code and shall be construed in a
manner that will effectuate this intent. This Article XVII shall not be
construed in a manner that would impose requirements on the Plan that are more
stringent than those imposed by Section 416 of the Code.
IN WITNESS WHEREOF, Capital Cities/ABC, Inc. has caused this instrument to be
signed by its duly authorized officer and its corporate seal to be hereunto
affixed on the 28th day of December, 1994.
CAPITAL CITIES/ABC, INC.
By /s/ Philip R. Farnsworth
-----------------------------------
<PAGE>
67
SCHEDULE I
-----------
SPECIAL PROVISIONS APPLICABLE TO CERTAIN
FORMER EMPLOYEES OF ABC RECORDS, INC.
----------------------------------------
Any Employee of ABC Records, Inc. who Severed from Service as a result of
the sale of the assets of ABC Records, Inc. to MCA Inc. on March 4, 1979, shall
be fully vested in the Value of his Account which is attributable to Company
Matching Contributions allocated to his Account as of the date of such Severance
from Service.
<PAGE>
68
SCHEDULE II
------------
SPECIAL PROVISIONS APPLICABLE TO CERTAIN
FORMER EMPLOYEES OF R. L. WHITE COMPANY, INC.
---------------------------------------------
Any Employee of R. L. White Company, Inc. who Severed from Service as a
result of the closing of the Information Systems division or the Multiple
Listing Services division of R. L. White Company, Inc. on or about March 31,
1982, or the closing of the remainder of R. L. White Company, Inc. on or about
June 30, 1982, shall be fully vested in the Value his Account which is
attributable to the Company Matching Contributions allocated to his Account as
of the date of such Severance from Service.
<PAGE>
69
SCHEDULE III
-------------
SPECIAL PROVISIONS APPLICABLE TO
MEMBERS ON JULY 1, 1983
--------------------------------
Notwithstanding anything in the Plan to the contrary, any Employee who is
a Member, or is eligible to become a Member on July 1, 1983, may make any number
of elections with respect to his contributions and/or the investment of the
Value of his Account attributable to his contributions, and such elections shall
not be considered for purposes of the restrictions on the number of such
elections permitted in any period of time by the Plan; provided that such
elections are made on or before August 31, 1983, and are effective no earlier
than July 1, 1983, and no later than September 1, 1983.
Notwithstanding anything in the Plan to the contrary, all suspensions
of a Member's right to contribute to the Plan that are in effect on July 1,
1983, shall be deemed to be terminated on such date, and any Member who had
incurred such a suspension shall be eligible to make contributions to the Plan
as of and from July 1, 1883, or such later date as may be permitted for the
resumption of contributions and selected by the Member.
<PAGE>
70
SCHEDULE IV
------------
SPECIAL PROVISIONS APPLICABLE TO FORMER
MEMBERS OF THE ABC LEISURE MAGAZINES,
INC. RETIREMENT SAVINGS PLAN
---------------------------------------
Effective January 1, 1984, notwithstanding any other Section of the Plan,
the following provisions shall apply to any former member of the ABC LEISURE
MAGAZINES, INC. RETIREMENT SAVINGS PLAN (the "LM Plan"), which was merged into
the Plan on or about January 1, 1984, and who is now a Member of the Plan:
(a) (1) If the Member was fully vested under the LM Plan in the amount
credited to his account which was attributable to Company Contributions (as
defined in the LM Plan) immediately before the merger, he shall be fully vested
in the Value of his Account which is attributable to Company Matching
Contributions
(i) as of the effective date of the merger; and
(ii) subsequent to the effective date of the merger; and
(2) If the Member was not fully vested under the LM Plan in the amount
credited to his account which was attributable to Company Contributions (as
defined in the LM Plan) immediately before the merger, he shall be vested in the
Value of his Account which is attributable to Company Matching Contributions to
not less than the same extent that he would have been vested had there been no
merger and the provisions of the LM Plan still governed.
(b) The Member's Service and Hours of Service shall include all Years of
Service and Hours of Service (as defined in Section 1 of the LM Plan) credited
to the Member under the LM Plan immediately before the merger.
(c) The last paragraph of Section 3 of the Plan (as in effect at the time of
the merger) shall not apply to any amounts attributable to Company Contributions
(as defined in the LM Plan) credited to his Account immediately before the
merger.
<PAGE>
71
SCHEDULE V
----------
SPECIAL PROVISIONS APPLICABLE TO CERTAIN
FORMER EMPLOYEES OF SILVER SPRINGS, INC.
AND WEEKI-WACHEE SPRING, INC.
----------------------------------------
Any Employee of Silver Springs, Inc. and Weeki-Wachee Spring, Inc. on the
date of the sale of the stock of ABC Leisure Attractions, Inc. (scheduled to
occur on or about May 25, 1984) shall be fully vested in the Value of his
Account which is attributable to Company Matching Contributions as of the date
of such sale and shall be deemed to have Severed from Service as of such date.
<PAGE>
72
SCHEDULE VI
-----------
SPECIAL PROVISIONS APPLICABLE TO
EMPLOYEES OF ABC RADIO DALLAS, INC.
-----------------------------------
In the case of any Employee of ABC Radio Dallas, Inc. who was employed by
KIXK(FM) on July 16, 1984, Service shall include service with KIXK(FM) before
its acquisition by American Broadcasting Companies, Inc. on July 16, 1984.
Contributions of Members and Company Matching Contributions made on
behalf of such Members shall be made based on the Member's Compensation received
on and after October 1, 1984.
<PAGE>
73
SCHEDULE VII
-------------
SPECIAL PROVISIONS APPLICABLE TO CERTAIN
EMPLOYEES OF STATIONS WABC-AM, WPLJ-FM, WLS-AM/FM,
WRIF-FM, KSRR-FM, KTKS-FM, KABC-AM, KLOS-FM, KGO-AM
AND WXYZ-TV AND CERTAIN EMPLOYEES OF THE ABC RADIO
DIVISION STAFF AND THE ABC OWNED RADIO STATIONS STAFF
-----------------------------------------------------
Any Eligible Employee of stations WABC-AM, WPLJ-FM, WLS-AM/FM, WRIF-FM,
KSRR-FM, KTKS-FM, KABC-AM, KLOS-FM, KGO-AM AND WXYZ-TV and any Employee of the
ABC Owned Radio Station Staff and the ABC Radio Division Staff, with the
exception of the President, ABC Radio, who Severed from Service as a result of
the divestiture by the Company of any of the said stations and in connection
with the merger of American Broadcasting Companies, Inc. and Capital Cities
Communications, Inc. on or about the merger date or sale date, if later, shall
be fully vested in the Value of his Account which is attributable to Company
Matching Contributions.
<PAGE>
74
SCHEDULE VIII
-------------
SPECIAL PROVISIONS APPLICABLE TO CERTAIN
FORMER EMPLOYEES OF ABC CONSUMER MAGAZINES, INC.
------------------------------------------------
Any Employee of ABC Consumer Magazines, Inc. who Severed from Service
as a result of the sale of Modern Photography and High Fidelity Magazines to
Diamandis Communications, Inc. on June 6, 1989, shall be fully vested in the
Value of his Account which is attributable to Company Matching Contributions.
<PAGE>
75
SCHEDULE IX
-----------
SPECIAL PROVISIONS APPLICABLE TO
FORMER MEMBERS OF
THE SATELLITE MUSIC NETWORK, INC. 401(k) PLAN
---------------------------------------------
1. "Service" shall include all of an Employee's service with Satellite Music
Network, Inc. before January 1, 1990.
2. The Value of the Account attributable to Company Matching Contributions
of any Member who was a participant in the Satellite Music Network, Inc. 401(k)
Plan ("SMN Plan") on December 31, 1989, and who became eligible to participate
in this Plan on January 1, 1990, shall be fully vested at all times.
3. Each Member's entire interest in the SMN Plan which is transferred to
this Plan upon the effectiveness of the merger (the "Merger") of the SMN Plan
and this Plan ("Entire SMN Interest") shall be fully vested at all times.
4. Each Member shall have the following investment elections with respect to
his Entire SMN Interest:
(a) A special transfer election, effective as of the date of the Merger,
in accordance with which his Entire SMN Interest may be invested in the same way
that Tax Deferred Contributions may be invested under Section 5(c) of the Plan
(as then in effect). If a Member fails to make this special transfer election,
his Entire SMN Interest shall be invested in fund (C) (as then in effect) as the
effective date of the Merger.
(b) Regular investment elections in accordance with which his Entire SMN
Interest may be invested in the same way that Pre-Tax Contributions may be
invested under the Plan.
5. Except as provided in the next sentence, each Member's Entire SMN
Interest shall be treated as if it were comprised entirely of Pre-Tax
Contributions for all purposes of the Plan including, but not limited to, the
application of the loan provisions of the Plan. The portion of a Member's Entire
SMN Interest that is attributable to employer discretionary contributions shall
be treated as Company Matching Contributions for the purpose of applying the
withdrawal rules of Section 11.03.
6. Any Member may obtain a Loan from the Plan with respect to his Entire SMN
Interest without regard for the length of time he has been a Member.
<PAGE>
76
7. (a) In addition to any method of retirement or termination benefit
distribution that may be available under the Plan, a Member may elect to receive
the distribution of his Entire SMN Interest in the form of payments over a
period certain in monthly, quarterly, semiannual, or annual cash installments.
The period over which such payments shall be made shall not extend beyond the
Member's life expectancy (or the life expectancy of the Member and his
designated beneficiary).
(b) In addition to any method of death benefit distribution that may be
available under the Plan, a deceased Member's beneficiary may elect to receive
the distribution of the Member's Entire SMN Interest in the form of payments in
monthly, quarterly, semiannual, or annual cash installments over a period to be
determined by the Member or his beneficiary.
(i) After the commencement of the distribution of such periodic
installments, the Member's beneficiary may direct the Committee to reduce the
period over which such periodic installments are to be made, and the amount of
each such installment shall be adjusted accordingly.
(ii) At the election of the Member's beneficiary, the Committee shall
cause the payment of any installment to be accelerated.
(c) No method of benefit distribution may be elected under this Section
unless it is in accordance with the requirements of Section 12.11.
(d) For the purpose of this Section, the life expectancy of a Member and
his spouse may, at the Member's or the spouse's election, be redetermined in
accordance with the Treasury Regulations under Section 401(a)(9) of the Code.
Such election, once made, shall be irrevocable. If no election is made by the
date benefits must commence to be distributed under Section 401(a)(9) of the
Code, such life expectancies shall not be subject to recalculation.
8. (a) A Member who has attained age 59 1/2 may at any time elect to
withdraw any or all of his Entire SMN Interest.
(b) A Member who has not attained age 59 1/2 may at any time elect to
withdraw any or all of the portions of his Entire SMN Interest (i) attributable
to employer discretionary contributions and (ii) consisting of Tax Deferred
Contributions if such withdrawal complies with the rules of Section 11.03.
<PAGE>
77
SCHEDULE X
----------
SPECIAL PROVISIONS APPLICABLE TO
FORMER MEMBERS OF
THE INSTITUTIONAL INVESTOR, INC. EMPLOYEE SAVINGS PLAN
------------------------------------------------------
1. "Service" shall include all of an Employee's service with Institutional
Investor, Inc. before April 1, 1990.
2. The Value of the Account attributable to Company Matching Contributions
of any Member who was a participant in the Institutional Investor, Inc. Employee
Savings Plan ("II Plan") on March 31, 1990, and who became eligible to
participate in this Plan on April 1, 1990, shall be fully vested at all times.
3. Each Member's entire interest in the II Plan which is transferred to this
Plan upon the effectiveness of the merger (the "Merger") of the II Plan and this
Plan ("Entire II Plan Interest") shall be fully vested at all times.
4. Each Member shall have the following investment elections with respect to
his Entire II Plan Interest:
(a) A special transfer election, effective as of the date of the Merger,
in accordance with which his Entire II Plan Interest may be invested in the same
way that Tax Deferred Contributions may be invested under Section 5(c) of the
Plan (as then in effect). If a Member fails to make this special transfer
election, his Entire II Plan Interest shall be invested in fund (C) (as then in
effect) at the effective date of the Merger.
(b) Regular investment elections in accordance with which his Entire II
Plan Interest may be invested in the same way that Pre-Tax Contributions may be
invested under the Plan.
5. Except as provided in this Section, each Member's Entire II Plan Interest
shall be treated as if it were comprised entirely of Pre-Tax Contributions for
all purposes of the Plan including, but not limited to, the application of the
loan provisions of the Plan and the Plan's restrictions on a Member's ability to
make in-service withdrawals. Notwithstanding the foregoing:
(a) The portion of a Member's Entire II Plan Interest that is
attributable to employer matching contributions shall be treated as Company
Matching Contributions for the purpose of applying the withdrawal rules of
Section 11.03 unless such contributions were taken into account in meeting the
actual deferral percentage test of Section 401(k)(3) of the Code (the "ADP
Test").
<PAGE>
78
(b) The portion of a Member's Entire II Plan Interest that is
attributable to his own voluntary contributions shall be treated as After-Tax
Contributions.
6. Any Member may obtain a Loan from the Plan with respect to his Entire II
Plan Interest without regard for the length of time he has been a Member.
7. (a) In addition to any method of retirement or termination benefit
distribution that may be available under the Plan, a Member may elect to receive
the distribution of his Entire II Plan Interest in the form of payments over a
period certain in monthly, quarterly, semiannual, or annual cash installments.
The period over which such payments shall be made shall not extend beyond the
Member's life expectancy (or the life expectancy of the Member and his
designated beneficiary).
(b) In addition to any method of death benefit distribution that may be
available under the Plan, a deceased Member's beneficiary may elect to receive
the distribution of the Member's Entire II Plan Interest in the form of payments
in monthly, quarterly, semiannual, or annual cash installments over a period to
be determined by the Member or his beneficiary.
(i) After the commencement of the distribution of such periodic
installments, the Member's beneficiary may direct the Committee to reduce the
period over which such periodic installments are to be made, and the amount of
each such installment shall be adjusted accordingly.
(ii) At the election of the Member's beneficiary, the Committee shall
cause the payment of any installment to be accelerated.
(c) No method of benefit distribution may be elected under this Section
unless it is in accordance with the requirements of Section 12.11.
(d) For the purpose of this Section, the life expectancy of a Member and
his spouse may, at the Member's or the spouse's election, be redetermined in
accordance with the Treasury Regulations under Section 401(a)(9) of the Code.
Such election, once made, shall be irrevocable. If no election is made by the
date benefits must commence to be distributed under Section 401(a)(9) of the
Code, such life expectancies shall not be subject to recalculation.
8. (a) A Member who has attained age 59 1/2 may at any time elect to
withdraw any or all of his Entire II Plan Interest.
(b) A Member who has not attained age 59 1/2 may at any time elect to
withdraw any or all of the portions of his Entire II Plan Interest attributable
to employer matching contributions (unless such contributions were taken into
account in meeting the
<PAGE>
79
ADP Test) and consisting of Tax Deferred Contributions if such withdrawal
complies with the rules of Section 11.03.
<PAGE>
80
SCHEDULE XI
------------
SPECIAL PROVISIONS APPLICABLE TO
FORMER MEMBERS OF THE EMPLOYEE
STOCK OWNERSHIP PLAN OF
AMERICAN BROADCASTING COMPANIES, INC.
-------------------------------------
1. Any individual who was a Member of the Employee Stock Ownership Plan of
American Broadcasting Companies, Inc. (the "ESOP") on July 15, 1991, the
effective date of the Merger of the ESOP into this Plan (the "Merger Effective
Date"), shall be a Member of this Plan on and after the Merger Effective Date.
2. All benefits under the ESOP at the Merger Effective Date shall be
credited in full under this Plan on and after the Merger Effective Date. Any
and all rights provided to Members in the ESOP at the Merger Effective Date
shall be preserved to such Members under this Plan on and after the Merger
Effective Date.
<PAGE>
81
SCHEDULE XII
------------
SPECIAL PROVISIONS APPLICABLE TO
FORMER MEMBERS OF
THE INTERNATIONAL MEDICAL NEWS GROUP PROFIT SHARING PLAN
--------------------------------------------------------
1. "Service" shall include all of an Employee's service with International
Medical News Group and/or Mercury Press before February 6, 1992.
2. The Value of the Account attributable to Company Matching Contributions
of any Member who was a participant in the International Medical News Group
Profit Sharing Plan (the "IMNG Plan") on December 31, 1991, and who became
eligible to participate in this Plan on January 1, 1992, shall be fully vested
at all times.
3. Each Member's entire interest in the IMNG Plan which was transferred to
this Plan upon the effectiveness of the merger (the "Merger") of the IMNG Plan
and this Plan ("Entire IMNG Interest") shall be fully vested at all times.
4. Each Member shall have the following investment elections with respect to
his Entire IMNG Interest:
(a) A special transfer election, effective as of the date of the Merger,
in accordance with which his Entire IMNG Interest may be invested in the same
way that Tax Deferred Contributions may be invested under Section 5(c) of the
Plan (as then in effect). If a Member fails to make this special transfer
election, his Entire IMNG Interest shall be invested in fund (C) (as then in
effect) at the effective date of the Merger.
(b) Regular investment elections in accordance with which his Entire IMNG
Interest may be invested in the same way that Pre-Tax Contributions may be
invested under the Plan.
5. Except as provided in paragraph 4, above, each Member's Entire IMNG
Interest shall be treated as if it were comprised entirely of Company Matching
Contributions for all purposes of the Plan.
6. Any Member may obtain a Loan from the Plan with respect to his Entire
IMNG Interest without regard for the length of time he has been a Member.
7. In addition to any method or form or time of retirement, death or
termination benefit distribution available under the Plan, a Member (or, in the
case of death, the Member's Beneficiary) may elect to receive (or commence to
receive) the distribution of the Member's Entire IMNG Interest within the 60-day
period following the end of the Plan
<PAGE>
82
Year in which he retires, dies or Severs from Service in the form of either (a)
a lump-sum distribution or (b) a series of not more than ten annual
installments, determined in accordance with Article XII.
<PAGE>
83
SCHEDULE XIII
--------------
SPECIAL PROVISIONS APPLICABLE TO FORMER
EMPLOYEES OF RADIO STATIONS KRXY-AM AND -FM
-------------------------------------------
Any former employee of Radio Station KRXY-AM or of Station KRXY-FM
whose service with KRXY Radio, Inc. was terminated as a result of either (a) the
sale of all or substantially all of the assets of KRXY Radio, Inc. pursuant to
the agreement between KRXY Radio, Inc. and Jefferson Pilot Communications
Company ("Jefferson") dated August 20, 1992, (the "Sales Agreement") or (b) the
implementation of the Time Management Brokerage Agreement between KRXY Radio,
Inc. and Jefferson from and after August 31, 1992, shall be fully vested in the
Value of his Account which is attributable to Company Matching Contributions,
effective as of the date of the termination of his or her employment with KRXY
Radio, Inc.
<PAGE>
84
SCHEDULE XIV
------------
SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES
OF WORD, INCORPORATED, AND WORD
DIRECT MARKETING SERVICES, INC.
1. All employees of Word, Incorporated and of Word Direct Marketing
Services, Inc. shall be treated for all purposes of the Plan as having Severed
from Service as of November 30, 1992.
2. Each Member to whom paragraph 1 of this Schedule applies shall be fully
vested in his Account as of November 30, 1992.
<PAGE>
85
SCHEDULE XV
-----------
SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF
DISCRIMINATING DISTRIBUTION ENTERPRISES, INC.
-------------------------------------------------
1. Effective February 1, 1994, Discriminating Distribution
Enterprises, Inc. adopted the Plan and became a part of the Company within the
meaning of Section 1.01(l).
2. The Service of each individual who is employed by Discriminating
Distribution Enterprises, Inc. on February 1, 1994, shall include all employment
with Devillier Donegan Enterprises, Inc. before February 1, 1994, that would
constitute "Service" if such employment had been with the Corporation.
<PAGE>
86
SCHEDULE XVI
------------
SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF
CAPITAL CITIES/ABC VIDEO PRODUCTIONS, INC.
----------------------------------------------
1. Effective June 1, 1994, Capital Cities/ABC Video Productions,
Inc. adopted the Plan and became a part of the Company within the meaning of
Section 1.01(l).
2. The Service of each individual who is employed by Capital
Cities/ABC Video Productions, Inc. on June 1, 1994, shall include all employment
with DIC Animation City, Inc. and DIC Entertainment, L.P. before June 1, 1994,
that would constitute "Service" if such employment had been with the
Corporation.
<PAGE>
87
SCHEDULE XVII
-------------
SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF
CREATIVE SPORTS, INC. AND
CREATIVE POST AND TRANSFER, INC.
------------------------------------
1. Creative Sports, Inc. and Creative Post and Transfer, Inc. have
adopted the Plan, and shall become a part of the Company within the meaning of
Section 1.01(l), effective January 1, 1995.
2. The Service of each individual who is employed by Creative Sports,
Inc. or Creative Post and Transfer, Inc. on January 1, 1995, shall include all
employment with Creative Sports, Inc., Creative Post and Transfer, Inc., and
Creative Production Services, Inc. before January 1, 1995, that would constitute
"Service" if such employment had been with the Corporation.
<PAGE>
88
SCHEDULE XVIII
--------------
SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF
WORLDWIDE TELEVISION NEWS CORPORATION
-----------------------------------------
1. Worldwide Television News Corporation has adopted the Plan, and
shall become a part of the Company within the meaning of Section 1.01(l), as of
February 1, 199 5.
2. The Service of each individual who is employed by Worldwide
Television News Corporation on February 1, 1995, shall include all employment
with Worldwide Television News Corporation before February 1, 1995, that would
constitute "Service" if such employment had been with the Corporation.
<PAGE>
89
SCHEDULE XIX
------------
TRANSITION RULES ADOPTED
IN CONNECTION WITH
THE JUNE 1, 1994 PLAN RESTATEMENT
-------------------------------------
1. The restatement of the Plan as of June 1, 1994 (the
"Restatement") shall not cause a Member's accrued benefit to be less on the date
the Restatement was adopted (the "Amendment Date") than it was immediately
before the Amendment Date.
2. If a Member had a nonforfeitable interest in his Matching Account
on the day immediately preceding the Amendment Date, the Member shall thereafter
be deemed to have a nonforfeitable interest in his Matching Account,
notwithstanding the provisions of the Plan that became effective as of June 1,
1994.
3. If a Member had completed at least three years of Service on the
Amendment Date, whether the Member has completed at least five years of Service
for purposes of Section 9.02(c)(1) shall be determined under the provisions of
the Plan in effect on the Amendment Date or the provisions of the Plan in effect
on the immediately preceding day, whichever produces the more favorable result
for the Member.
<PAGE>
90
SCHEDULE XX
-----------
SCHEDULE OF EFFECTIVE DATES
---------------------------
The Internal Revenue Service issued a favorable determination letter with
respect to the Plan dated March 24, 1989, that considered the provisions
required by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), the
Deficit Reduction Act of 1984 ("DEFRA"), the Retirement Equity Act of 1984
("REA"), and the temporary REA regulations. The Plan has been amended from time
to time since that date to incorporate provisions required by the Tax Reform Act
of 1986 and subsequent legislation and regulations.
This Schedule sets forth the effective dates of those provisions of the
Plan that have been amended since March 24, 1989, to reflect changes in
applicable law. Amendments to the Plan that are not identified in this Schedule
(including amendments that are not legally required) shall be effective as of
the dates set forth in the instruments adopting the amendments or in the
particular provisions of the Plan that are affected by the amendments, and
otherwise as of June 1, 1994.
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1985
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 12.11(c) Minimum distribution provision amended to provide
I.R.C. (S) 401(a)(9) & that a Member is considered to be a 5% owner if he
IRS Notice 87-28 was a 5% owner at any time after the end of the year
in which he reached age 65 1/2.
Plan (S) 9.03(b) Provision governing repayment of prior distributions
I.R.C. (S) 411(a)(7)(C) & amended to provide that the repayment must be made
IRS Notice 87-28 before the earlier of (i) the date on which the Member
incurs a five-year break in service, or (ii) the fifth
anniversary of the date on which the Member is re-
hired.
Plan (S) 16.07(b)(4) QDRO provisions amended to provide that an
I.R.C. (S) 414(p)(10) & alternate payee may elect to receive a distribution at a
IRS Notice 87-28 time when a distribution to the Member would be
prohibited.
</TABLE>
<PAGE>
91
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1987
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 16.13 Plan amended to state that it is intended to be a
I.R.C. (S) 401(a)(27)(B) profit-sharing plan.
Plan (S) 1.01(i) Definition of "Internal Revenue Code" updated to
refer to the 1986 Code.
Plan (S) 1.01(aa) Definition of "highly compensated employee"
I.R.C. (S) 414(q) amended to incorporate the new statutory
definition in Section 414(q).
Plan (S) 6.01 Limit on elective deferrals amended to incorporate
I.R.C. (S) 402(g) the new $7,000 limit.
Plan (S) 6.05 Section 415 limits amended to reflect the fact that
I.R.C. (S) 415(c) & all employee after-tax contributions count as
IRS Notice 87-21 annual additions, and to incorporate the statutory
limits by reference.
Plan (S) 6.02 Actual deferral percentage provisions amended to
I.R.C. (S) 401(k)(3) incorporate the reduced statutory deferral limits.
Plan (S) 6.03 New section added to incorporate the contribution
I.R.C. (S) 401(m) percentage limit applicable to employee after-tax
contributions and employer matching contributions.
Plan (S) 6.07(b) New section added to permit the return of elective
I.R.C. (S) 402(g) deferrals that exceed the $7,000 limit.
Plan (S) 6.07(c)(2) New section added to permit recharacterization of
I.R.C. (S) 401(k)(8)(A)(ii) & elective deferrals that exceed the actual deferral
Treas. Reg. (S) 1.401(k)-1(f) percentage limit.
Plan (S) 6.07(c)(1) New section added to permit distribution of
I.R.C. (S) 401(k)(8)(A)(i) elective deferrals that exceed the actual deferral
percentage limit.
Plan (S) 6.07(e) New section added to permit distribution of
I.R.C. (S) 401(m)(6) employee after-tax contributions and employer
matching contributions that exceed the contribution
percentage limit.
Plan (S) 5.08 Provisions governing the withdrawal of after-tax
I.R.C. (S) 72(e)(8) & contributions amended to reflect the pro-rata basis
IRS Notice 87-13 recovery rule and the transition rule for pre-1987
contributions.
</TABLE>
<PAGE>
92
PROVISIONS ADDED OR AMENDED EFFECTIVE DECEMBER 22, 1987
- -------------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 5.07 Provision governing return of contributions amended
ERISA (S) 403(c)(2)(B) to eliminate provision allowing the return of
Rev. Rul. 91-4 contributions conditioned on the qualification of the
Plan.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1988
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 6.01 Elective deferral limit amended to provide that a
I.R.C. (S) 401(a)(30) Member's deferrals under the Plan, and under any
other plan sponsored by a member of the controlled
group, may not exceed $7,000 (indexed).
Plan (S) 6.07(b) Corrective provisions amended to provide that the
I.R.C. (S) 401(a)(30) Plan will automatically distribute deferrals that exceed
the limit specified in section 401(a)(30).
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE AUGUST 22, 1988
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S)(S) 11.04, 12.02 Distribution provisions amended to provide that if a
I.R.C. 411(a)(11) & Treas. Member's vested account exceeds $3,500, he must
Reg. (S) 1.411(a)-11(c)(2) receive a voluntary distribution notice 30-90 days
before a distribution.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1989
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S)(S) 1.01(o), 3.02 Definition of compensation amended to incorporate
I.R.C. (S) 401(a)(17) the $200,000 limit.
Plan (S) 6.04 New section added to preclude multiple use of the
I.R.C. (S) 401(m)(9) & Treas. alternative limit in the actual deferral percentage
Reg. (S) 1.401(m)-2 test and the actual contribution percentage test.
</TABLE>
<PAGE>
93
<TABLE>
<S> <C>
Plan (S) 12.11 Minimum distribution rules amended to provide
I.R.C. (S) 401(a)(9) that distributions generally must commence by
April 1 following the year in which the Member
reaches age 70 1/2, even if the Member is still
actively employed.
Plan (S) 11.03 Hardship withdrawal provisions amended to
Treas. Reg. (S) 1.401(k)-1(d) provide that Members may not withdraw post-1988
earnings on section 401(k) contributions.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1990
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan Art. X Plan loan provisions amended to incorporate the
29 C.F.R. (S) 2550.408b-1 substantive rules in the final plan loan regulations.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1993
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 12.12 New section added to provide for the direct rollover
I.R.C. (S) 401(a)(31) of eligible rollover distributions from the Plan to an
eligible retirement plan.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE AUGUST 5, 1993
- ----------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 4.05(b) Definition of service amended to provide credit
29 C.F.R. (S) 825.215 for family and medical leave.
</TABLE>
PROVISIONS ADDED OR AMENDED EFFECTIVE JANUARY 1, 1994
- -----------------------------------------------------
<TABLE>
<S> <C>
Plan (S)(S) 1.01(o), 3.02 Definition of compensation amended to reflect the
I.R.C. (S) 401(a)(17) reduction in the annual limit from $200,000 (indexed)
to $150,000 (indexed).
Plan (S)(S) 11.04, 12.02(b) Notice and consent provisions amended to provide
IRS Notice 93-26 that a participant may elect to receive a distribution
less than 30 days after he receives the applicable
distribution notice.
</TABLE>
<PAGE>
94
PROVISIONS ADDED OR AMENDED EFFECTIVE JUNE 1, 1994
- --------------------------------------------------
<TABLE>
<S> <C>
Plan (S) 7.03 Participant-directed investment provisions
ERISA (S) 404(c) & amended to offer a wider range of investment
29 C.F.R. (S) 2550.404c-1 options.
Plan (S) 7.04 Provision governing changes in investment
ERISA (S) 404(c) & elections for future contributions amended to
29 C.F.R. (S) 2550.404c-1 permit frequent changes.
Plan (S) 7.05 Provision governing transfer of funds between
ERISA (S) 404(c) & available investment options amended to permit
29 C.F.R. (S) 2550.404c-1 frequent transfers.
Plan (S) 11.03 Hardship withdrawal provisions for section 401(k)
Treas. Reg. (S) 1.401(k)-1(d) contributions amended to incorporate the new
& IRS Notice 88-127 regulatory safe harbors.
</TABLE>
<PAGE>
SCHEDULE XXI
------------
SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF WTVG, INC. AND WJRT, INC.
1. WTVG, Inc. ("WTVG") and WJRT, Inc. ("WJRT") have adopted the Plan, and
shall become a part of the Company within the meaning of Section 1.01(l), as of
October 1, 1995.
2. The Service of each individual who is employed by WTVG on October 1,
1995, shall include all employment with WTVG before October 1, 1995, that would
constitute "Service" if such employment had been with the Corporation.
3. The Service of each individual who is employed by WJRT on October 1,
1995, shall include all employment with WJRT before October 1, 1995, that would
constitute "Service" if such employment had been with the Corporation.
4. If on September 30, 1995, an individual then employed by WTVG had
satisfied the requirements for eligibility to participate in the WTVG, Inc.
Employees Savings & Retirement Plan, the individual shall be deemed to have
satisfied the one year of Service requirement imposed by Section 2.01.
5. If on September 30, 1995, an individual then employed by WJRT had
satisfied the requirements for eligibility to participate in the WJRT 401(k)
Plan & Trust, the individual shall be deemed to have satisfied the one year of
Service requirement imposed by Section 2.01.
6. On January 1, 1996, or as soon thereafter as practicable, the WTVG, Inc.
Employees Savings & Retirement Plan shall be merged with and into the Plan. The
Plan shall separately account for the portion of the Accounts of each Member or
Beneficiary that is attributable to allocations made under the WTVG, Inc.
Employees Savings & Retirement Plan before the merger (as adjusted to reflect
subsequent investment experience). The terms on which a Member or Beneficiary is
entitled to a withdrawal or distribution with respect to the portion of his
Accounts that is attributable to such allocations under the WTVG, Inc. Employees
Savings & Retirement Plan shall be governed by the provisions of that plan as in
effect immediately before the merger into the Plan, which provisions are hereby
incorporated by reference.
7. On January 1, 1996, or as soon thereafter as practicable, the WJRT
401(k) Plan & Trust shall be merged with and into the Plan. The Plan shall
separately account for the portion of the Accounts of each Member or Beneficiary
that is attributable to allocations
<PAGE>
2
made under the WJRT 401(k) Plan & Trust before the merger (as adjusted to
reflect subsequent investment experience). The terms on which a Member or
Beneficiary is entitled to a withdrawal or distribution with respect to the
portion of his Accounts that is attributable to such allocations under the WTVG,
Inc. Employees Savings & Retirement Plan shall be governed by the provisions of
that plan as in effect immediately before the merger into the Plan, which
provisions are hereby incorporated by reference.
8. Notwithstanding paragraphs 6 and 7 of this Schedule, a Member or
Beneficiary described in either of such paragraphs shall be entitled to elect
any withdrawal or distribution option offered under the generally applicable
provisions of the Plan with respect to the portion of his Accounts that is
attributable to the WTVG, Inc. Employees Savings & Retirement Plan or the WJRT
401(k) Plan & Trust (the "predecessor plan"), but only if the Member or
Beneficiary complies with the provisions of the predecessor plan that, in
accordance with paragraphs 6 and 7, govern the election of withdrawal and
distribution options.
<PAGE>
AMENDMENT TO
CAPITAL CITIES/ABC, INC.
SAVINGS & INVESTMENT PLAN
-------------------------
1. Section 8.01(a) is amended by deleting the last sentence thereof and
replacing it with the following, effective November 1, 1995:
With respect to the shares of Common Stock reflecting a Member's
proportional interest in the Capital Cities/ABC, Inc. Common Stock Fund for
which it has received no directions from the Member, the Trustee shall vote such
shares in accordance with directions received from an independent fiduciary
appointed by the Committee to exercise such authority. The instructions of the
independent fiduciary shall be held in confidence by the Trustee and shall not
be divulged to the Committee, the Company, or any officer or employee thereof,
or any other person.
2. Section 8.01(b) is amended to read in its entirety as follows, effective
November 1, 1995:
The Trustee shall vote any shares of Common Stock not reflecting the
Member's proportional interests in the Capital Cities/ABC, Inc. Common Stock
Fund in accordance with directions received from an independent fiduciary
appointed by the Committee to exercise such authority. The instructions of the
independent fiduciary shall be held in confidence by the Trustee and shall not
be divulged to the Committee, the Company, or any officer or employee thereof,
or any other person.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 27, 1995, which appears
on page 32 of The Walt Disney Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.
PRICE WATERHOUSE LLP
Los Angeles, California
January 15, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated January 18, 1996 of DC Holdco, Inc. of our report dated March 17,
1995 with respect to the consolidated financial statements and supplemental
schedules of the Capital Cities/ABC, Inc. Savings and Investment Plan included
in its Annual Report on Form 11-K for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
January 18, 1996
