Common use of Pre-Existing Limitations; Deductible; Service Credit Clause in Contracts

Pre-Existing Limitations; Deductible; Service Credit. With respect to any incentive, benefits and perquisite plans and programs ("Benefit Plans") of Tribune or any Subsidiary of Tribune in which the Company Employees participate effective as of the Effective Time or thereafter, Tribune shall: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any Benefit Plan that is an employee welfare benefit within the meaning of Section 3(1) of ERISA ("Welfare Plan") in which such Company Employees may be eligible to participate after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition, exclusion or waiting period applicable to any Company Employee to the extent that he or she was, as of the Effective Time, excluded from participation in a Company Benefit Plan by reason of such pre-existing condition, exclusion or waiting period, and provided, further, that no such waiver shall apply to a pre-existing condition, exclusion or waiting period of any Company Employee unless the Company Employee enrolls in the applicable Welfare Plan when first eligible to do so), (ii) in the event Company Employees are transferred to a new Welfare Plan within the plan year beginning January 1, 2000, for purposes of accumulating annual deductibles, co-payments and out-of-pocket requirements, provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time, but within such plan year, for purposes of satisfying any applicable deductible or out-of-pocket requirements under any Welfare Plan in which such employees may be eligible to participate after the Effective Time, and (iii) recognize all service of the Company Employees with the Company, for all purposes other than benefit accrual, in any Benefit Plan in which such Company Employees may be eligible to participate after the Effective Time. Prior to the Effective Time, the Board of Directors of Tribune, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Tribune for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder ("Section 16") of Tribune Common Shares or options to acquire Tribune Common Shares pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

Pre-Existing Limitations; Deductible; Service Credit. With respect to any incentive, benefits and perquisite plans and programs ("Benefit Plans") of Tribune or any Subsidiary of Tribune in which the Company Employees participate effective as of the Effective Time or thereafter, Tribune shall: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees under any Benefit Plan that is an employee welfare benefit within the meaning of Section 3(1) of ERISA ("Welfare Plan") in which such Company Employees may be eligible to participate after the Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition, exclusion or waiting period applicable to any Company Employee to the extent that he or she was, as of the Effective Time, excluded from participation in a Company Benefit Plan by reason of such pre-existing condition, exclusion or waiting period, and provided, further, that no such waiver shall apply to a pre-existing condition, exclusion or waiting period of any Company Employee unless the Company Employee enrolls in the applicable Welfare Plan when first eligible to do so), (ii) in the event Company Employees are transferred to a new Welfare Plan within the plan year beginning January 1, 2000, for purposes of accumulating annual deductibles, co-payments and out-of-pocket requirements, provide provided each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time, but within such plan year, for purposes of satisfying any applicable deductible or out-of-pocket requirements under any Welfare Plan in which such employees may be eligible to participate after the Effective Time, and (iii) recognize all service of the Company Employees with the Company, for all purposes other than benefit accrual, in any Benefit Plan in which such Company Employees may be eligible to participate after the Effective Time. Prior to the Effective Time, the Board of Directors of Tribune, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Company who may become a covered person of Tribune for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder ("Section 16") of Tribune Common Shares or options to acquire Tribune Common Shares pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.