EXHIBIT 10.4
SUPPLEMENTAL PENSION PLAN
THIS Plan is established, and is to be effective as of the 29th day of
February, 1996, by FISHER COMPANIES INC., a Washington corporation (the
"Company"), for the benefit of a select group of management employees (the
"Participants").
A. The Participants in this Plan shall be as determined from
time to time by the Board of Directors of the Company.
B. The ability and experience of the Participants are of such value to the
Company that the Company wishes to more adequately compensate the Participants
for their past and future services by providing special retirement and
survivorship income benefits to them.
C. The funds accumulated in Company-sponsored qualified retirement plans may
be inadequate in amount to provide the Participants with a retirement benefit
commensurate with the anticipated value of their past and future services to the
Company.
D. This Plan is intended to supersede any and all Supplementary Pension
Agreements and all amendments thereto previously entered into between the
Company and the Participants who were employed by the Company as of the
effective date hereof.
NOW, THEREFORE, the Company hereby agrees as follows:
1. Retirement Benefits.
(a) Entitlement/Payment. If a Participant is in the employ of the Company
when the Participant attains sixty-five (65) years of age, then the Company
shall thereafter pay to the Participant monthly retirement income as determined
pursuant to paragraph (b) immediately below, commencing with a payment on the
first day of the month coincident with or next following the Participant's
attainment of sixty-five (65) years of age (hereinafter referred to as the
"Retirement Date") and continuing with a like payment on the first day of each
month thereafter throughout the Participant's lifetime. if, while receiving said
monthly retirement income, the Participant dies prior to the expiration of a
period of one hundred twenty (120) months from and after his Retirement Date,
then the Company shall thereafter pay said amount to the beneficiary designated
in paragraph 6 below, continuing until the expiration of said one hundred twenty
(120) month period; provided, however, that if (i) the primary beneficiary
designated in paragraph 6 below is the Participant's surviving spouse; (ii) the
Participant was married to said spouse on the Participant's Retirement Date, and
(iii) said spouse is living at the end of the aforesaid one hundred twenty (120)
month period, said payments shall thereafter continue until the death of said
surviving spouse.
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(b) Amount. A participant's monthly retirement income under this
paragraph (b) shall be equal to seventy percent (70%) of the participant's
average compensation less the following amounts:
i) One-half of the Participant's monthly Primary Social Security amount
determined as if the Participant commenced receiving Social Security
benefits as of the Participant's Retirement Date;
ii) The monthly amount payable to the Participant as the normal form of
benefit pursuant to any qualified pension plan maintained by the Company.
Such amount shall be determined as of the Participant's Retirement Date, as
if the Participant remained in the employ of the Company until that date.
the amount of the reduction under this subparagraph (b)(ii) shall not
include any benefit attributable to Participant contributions and earnings
thereon; and
iii) The monthly amount payable to the Participant in the form of a single
life annuity pursuant to any qualified profit sharing (including 401(k))
plan maintained by the Company. Such amount shall be determined as of the
Participant's Retirement Date, as if the participant remained in the employ
of the Company until that date. Further, the monthly amount payable as a
single life annuity shall be determined by converting the Participant's
account balance to a single life annuity as of the Participant's Retirement
Date using the interest rate and mortality assumptions set forth in
paragraph 7(e) hereof. The amount of the reduction under this subparagraph
(b)(iii) shall not consider any portion of the Participant's account
balance attributable to Participant contributions and earnings thereon. In
determining the amount of the reduction attributable to employer
contributions and earnings thereon, the following assumptions shall be
used:
a) Employer contributions shall equal actual employer contributions;
b) Historical earnings shall equal actual earnings on employer
contributions; and
c) Hypothetical future earnings shall be projected at the average of
the dividend (interest) rates of the Plan's money market option
determined as of December 31 of each of the prior three (3) years.
(c) Average Compensation. A Participant's Average Compensation shall be
the average of the Participant's Plan Compensation for the Averaging Period in
the Participant's Compensation History which results in the highest Average
Compensation, divided by 12. A Participant's Compensation History is the
Participant's entire period of employment with the Employer. The Averaging
Period is 3 consecutive Compensation periods (or the entire period of
employment, if shorter). A Compensation Period is the 12-month period ending on
the last day of the Plan Year. A Participant's Compensation History does not
include the 12-month Compensation period in which the Participant terminates
employment. Average Compensation shall not include
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long-term and short-term incentive compensation, bonuses, commissions and
taxable and non-taxable fringe benefits.
i) Total Compensation. All wages for federal income tax withholding
purposes, as defined under Code (S)3401(a) (for purposes of income tax
withholding at the source), disregarding any rules limiting the
remuneration included as wages based on the nature or location of the
employment or the services performed. Total Compensation also includes all
other payments to an employee in the course of the Employer's trade or
business, for which the Employer must furnish the Employee a written
statement under Code (S)(S)6041, 6051 and 6052. As long as the instructions
to the "wages, tips, other compensation" box of Form W-2 (or a
corresponding box on a later released Form W-2), are consistent with the
instructions for the 1991 Form W-2 (Box 10), the Employer may treat the
amount reported in the "wages, tips, other compensation" as satisfying this
definition. Total Compensation does not include elective contributions.
ii) Plan Compensation. Plan Compensation means Total Compensation
described in subparagraph (c)(i)), but excluding reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving expenses,
bonuses, long-term and short-term incentive compensation, deferred
compensation and welfare benefits, and including elective contributions.
Plan Compensation applies to determine a Participant's benefit formula and
Accrued Benefit under Article V.
iii) Elective Contributions. Elective contributions are amounts excludable
from the Employee's gross income under Code (S)(S)125 or 402(e)(3), and
contributed by the Employer, at the Employee's election, to a Code
(S)401(k) arrangement or cafeteria plan.
iv) Plan Year. Plan year means the fiscal year of the Plan, a twelve (12)
consecutive month period ending every june 30.
A Participant's Plan Compensation for each of the three Plan Years ending prior
to July 1, 1996, shall be equal to the Participant's Plan Compensation for the
Plan Year ended June 30, 1996.
(d) Late Retirement. In the event that Participant continues in the employ
of the Company beyond the Participant's Retirement Date such continued
employment shall not be taken into account under this Plan inasmuch as the
Participant's monthly retirement income commences as of his Retirement Date.
2. Termination Benefit.
If a Participant's employment with the Company is terminated, other than
voluntarily, prior to attaining age sixty-five (65), for any reason other than
death or total and permanent disability, such Participant's accrued benefit
shall be determined as follows:
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Total actual years of service
with the Company after first
becoming a Participant in
the Plan and prior to
attaining age sixty-five
(65) Total possible years
of service with the Company Projected Monthly
after first becoming a Retirement Benefit Participant's
Participant in the Plan and as contemplated by Accrued Benefit
prior to attaining age x Paragraph 1 of = (payable monthly
sixty-five (65) this Plan commencing at age
sixty-five (65)
For purposes of determining a Participant's accrued benefit, the term
"years of service" shall include all calendar years in which the Participant
completes at least 1,000 hours of service and the term "hours of service" shall
have the same meaning as it does under the qualified pension plan of the
Company. Furthermore, "total possible years of service with the Company after
first becoming a Participant in the Plan and prior to attaining age sixty-five
(65)" shall be determined by computing the maximum number of years of service
that the Participant could possibly complete with the Company between the date
the Participant first becomes a Participant in the Plan and the date on which
the Participant attains age sixty-five (65). The Participant's accrued benefit
under this paragraph 2 shall never exceed the Participant's retirement benefit
as contemplated by paragraph 1 of this Plan.
If a Participant's employment with the Company is terminated, other than
voluntarily, prior to attaining age sixty-five (65), for any reason other than
death or total and permanent disability, the Participant's accrued benefit shall
normally be paid in the form of a monthly annuity commencing at age sixty-five
(65), but may, in the sole discretion of the Company, be paid to the Participant
as a reduced annuity commencing prior to age sixty-five (65) or as a lump sum.
Any annuity shall be payable under the same terms and conditions as contemplated
by paragraph 1 of this Plan; provided, however, that payments shall only
continue until the death of the Participant's surviving spouse if: (i) the
beneficiary designated in paragraph 6 below is the Participant's surviving
spouse and (ii) the Participant was married to said spouse on the Participant's
termination date. Any present value calculations required in connection with
the payment of a lump sum shall be made using the 1983 Group Annuity Mortality
Table (GAM 83) adjusted as provided in Rev. Rul. 95-6, 1995-4 I.R.B. 22, and the
annual rate of interest on 30-year Treasury securities, as prescribed by the
Secretary, for the month of May preceding the Plan Year in which the
distribution occurs, or 6% interest per annum, whichever is greater.
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If the Participant dies prior to receiving the entirety of the benefits
contemplated by this paragraph 2, such benefits shall thereafter be paid to the
beneficiary designated in paragraph 6 below.
3. Death Benefit.
(a) If a Participant dies prior to his Retirement Date while in the employ
of the Company, then the Company shall thereafter pay to the beneficiary
designated in paragraph 6 below a monthly death benefit amount as determined
pursuant to paragraph (b) below commencing with a payment on the first day of
the month next following the Participant's death and continuing with a like
payment on the first day of each month thereafter for a total of one hundred
twenty (120) months; provided, however, that if the primary beneficiary
designated in paragraph 6 below is the Participant's surviving spouse, and said
spouse is living at the end of the aforesaid one hundred twenty (120) month
period, said payments shall continue until the death of said surviving spouse.
(b) A Participant's monthly death benefit amount under this paragraph (b)
shall be equal to the greater of:
(i) The Participant's Accrued Benefit under paragraph 2 of this Plan
determined as if the Participant's employment had been involuntarily
terminated on the day preceding the Participant's death, or
(ii) Thirty-five percent (35%) of the Participant's Average Compensation
less the following amounts:
a) One-Half of the Participant's monthly Primary Social Security
amount determined as if the Participant commenced receiving Social
Security benefits as of the Participant's Retirement Date annuitized
over the payment period set forth in paragraph 3(a);
b) The greater of the present value of the monthly amount payable to
the Participant as the normal form of benefit pursuant to any
qualified pension plan maintained by the Company or the present value
of the death benefit under any such plan, annuitized over the payment
period set forth in paragraph 3(a). Such amount shall be determined as
of the Participant's date of death. The amount of the reduction under
this subparagraph (b)(ii)b) shall not include any benefit attributable
to Participant contributions and earnings thereon;
c) The Participant's account balance in any qualified profit sharing
(including 401(k)) plan maintained by the Company annuitized over the
payment period set forth in paragraph 3(a). Such amount shall be
determined as of the Participant's date of death. The amount of the
reduction under this subparagraph (b)(iii)c) shall not consider any
portion of the Participant's account balance attributable to
Participant contributions and earnings thereon; and
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d) The proceeds from any life insurance policy on the life of the
Participant under any Company sponsored Group Life Insurance Plan,
annuitized over the payment period set forth in paragraph 3(a).
4. Disability Benefit.
(a) If the Participant becomes totally and permanently disabled prior to
his retirement date and while in the employ of the Company and such disability
continues for a period of six (6) months, then the Company shall thereafter pay
the Participant a monthly disability payment in the amount as determined
pursuant to paragraph (b) below commencing with a payment on the first day of
the month next following the expiration of the six- (6-) month period
(hereinafter referred to as the "Disability Date") and continuing with a like
payment on the first day of each month thereafter until the Participant attains
sixty-five (65) years of age or ceases to be disabled, whichever occurs first.
If the Participant continues to be disabled until he is sixty-five (65) years of
age, then the monthly payments to the Participant thereafter shall be equal to
the monthly amount of retirement income specified in paragraph 1, and shall be
paid pursuant to the terms and conditions of paragraph 1. If, while receiving
disability payments under this paragraph the Participant dies prior to attaining
the age of sixty-five (65) years, such disability payments shall cease, and the
Company shall thereafter pay to the beneficiary designated in paragraph 6 the
amount of the death benefit specified in paragraph 3, in the manner and for the
period of time provided in said paragraph.
(b) A Participant's monthly disability benefit amount under this paragraph
(b) shall be equal to sixty percent (60%) of the Participant's Average
Compensation less the following amounts:
(i) The monthly amount payable to the Participant pursuant to the Company
sponsored Group Long-Term disability Plan determined prior to any reduction
for the Participant's monthly disability Social Security amount, if any;
and
(ii) One-half of the Participant's monthly disability Social Security
amount, determined as of the Participant's Disability Date.
5. Voluntary Termination.
If a the Participant voluntarily terminates employment with the Company
prior to attaining age sixty-five (65) for any reason other than total and
permanent disability, the Participant shall be entitled to no benefit under this
Plan.
6. Beneficiary.
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For purposes of paragraphs 1, 2, 3, and 4, the Participant's beneficiary
shall be as follows:
(a) The spouse of the Participant shall be the primary beneficiary.
(b) If said spouse fails to survive the Participant, then any remaining
payments under this Plan shall be made in accordance with the Participant's
beneficiary designation form then on file with the Company, or if none to the
Participant's estate.
(c) If said spouse survives the Participant and thereafter dies before
receiving all payments hereunder, such remaining payments shall be made to such
persons in such amounts as said spouse designates in a validly executed
beneficiary designation form on file with the Company. If said spouse fails to
exercise this power of appointment, such remaining payments shall be made to
such persons in such amounts as provided in paragraph 6(b) immediately above.
7. Conditions and Other Provisions.
(a) The benefits under paragraphs 1, 2, 3, and 4 are conditioned upon the
Participant having been continuously in the employ of the Company from the date
of becoming a Participant in this Plan until the happening of the event that
would qualify the Participant (or his beneficiary) for such benefits; provided,
however, that the employment of the Participant shall not be deemed to have
ceased because of or during (i) any period of involuntary military service of
the Participant or (ii) a leave of absence granted the Participant by the
Company which does not exceed a period of one (1) year.
(b) Upon the death of the Participant, if monthly benefits become payable
to a beneficiary by virtue of the provisions of paragraphs 1, 2, 3, or 4, the
Company may then, or at any time thereafter, at its sole option and discretion
and without the consent of any beneficiary, elect to pay the current
beneficiary, in one lump sum, the present value of the monthly payments
remaining unpaid at the time of such election. Any present value calculations
required in connection with the payment of such a lump sum shall be made using
the 1983 Group Annuity Mortality Table (GAM 83) adjusted as provided in REV.
RUL. 95-6, 1995-4 I.R.B. 22, and the annual rate of interest on 30-year Treasury
securities, as prescribed by the Secretary, for the month of May preceding the
plan year in which the distribution occurs, or 6% interest per annum, whichever
is greater.
(c) Except as specifically provided herein, benefits under this Plan shall
not be payable to the Participant or any beneficiary under more than one of the
first four paragraphs of this Plan.
(d) For the purpose of determining any and all benefits payable under this
Plan, it shall be assumed that the Participant's spouse is no more than fifteen
(15) years younger than the Participant. In the event that a Participant's
spouse is more than fifteen years younger than the Participant, the monthly
amount payable to the spouse hereunder shall be a reduced amount, actuarially
determined. Such reduced amount shall be calculated by first determining the
present
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value of the benefits payable to the surviving spouse over his or her
life expectancy as if he or she were exactly fifteen (15) years younger than the
Participant, and then determining the monthly benefit that could be paid over
the surviving spouse's actual life expectancy, using the present value amount so
determined.
(e) Except as otherwise specifically provided herein, for purposes of
determining present values and/or alternative forms of benefits hereunder, the
1983 Group Annuity Mortality Table (GAM 83) adjusted as provided in REV. RUL.
95-6, 1995-4 I.R.B. 22, and 6% interest per annum shall be used.
8. Termination of Participation/Benefits.
Participation in this Plan may be terminated by the Company, and all
accrued benefits hereunder may at any time be forfeited, either before or after
benefits become payable hereunder, notwithstanding any provision in this Plan to
the contrary, if the Board of Directors of the Company, acting in its sole and
absolute discretion, shall find that at any time before or after the
Participant's termination, retirement or disability and before the Participant's
death:
(a) The Participant induces or attempts to induce a client or customer of
the Company to curtail or cancel any business dealing with the Company,
(b) The Participant induces or attempts to induce any other employee of the
Company to terminate employment with the Company,
(c) The Participant fails to cooperate in the procurement or maintenance of
any policies of insurance as contemplated by paragraph 9 below, or
(d) The Participant commits a violation of the Statement on Ethics of
Fisher Companies Inc., and such violation results in the termination of the
Participant's employment with the Company.
9. Insurance.
(a) It is further a condition of participation in this Plan that, if the
Company at its sole option shall at any time wish to own, sponsor and/or
maintain any policy of life or disability insurance on the Participant the
proceeds of which are payable to either the Participant or the Company:
(i) The Participant shall fully cooperate with the Company in its
application for such insurance, including, without limiting the generality
of the foregoing, submitting to physical examinations and answering
truthfully and completely, without mental reservation or concealment, any
questions or requests for information in connection therewith; and
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(ii) The Participant shall not, by act or omission, give cause for any
insurance company to restrict or cancel any policy of insurance on the
Participant owned by the Company or give cause for such insurance company's
refusal to pay the full proceeds to the Company, including refusal to pay the
full proceeds because of the suicide of the Participant.
(b) an individual shall not become a participant in this plan unless and
until:
(i) The Company has procured a policy of life insurance and a policy of
disability insurance on that individual adequate in amount to fund the life and
disability benefits contemplated by this Plan assuming no further increases in
the individual's Average Compensation;
(ii) The Company has specifically waived such requirement in writing; or
(iii) The Company has, by separate agreement entered into between the
Company and the individual, limited the benefits payable to that individual
under this Plan. it is contemplated that such an agreement may be entered into
if an individual is uninsurable, uninsurable against certain risks or
uninsurable at standard rates. Any such agreement shall be deemed to be part of
this Plan with respect to the Participant to whom it applies.
(c) All determinations made by the insurance company with regard to the
question of death, disability, waiver of premium and/or pre-existing conditions
shall be accepted as conclusive by the Company, the Participant and any
beneficiary.
10. ERISA.
Participation in this Plan may be terminated by the Company if the
Department of Labor issues regulations under ERISA which indicate that the
Participant is no longer eligible for continued participation in the Plan. This
determination shall be made by the Board of Directors of the Company acting in
its sole and absolute discretion. In the event of a termination of this
Agreement pursuant to this paragraph 10, the Participant shall be entitled to
receive a termination benefit pursuant to the terms and conditions of paragraph
2.
11. No Current Benefit.
The benefits to be paid pursuant to the terms of this Plan are granted by
the Company as additional benefits to the Participants and are not part of any
salary reduction plan or an arrangement deferring a bonus or a salary increase.
The Participants have no option to receive any current payment or bonus in lieu
of these additional benefits.
12. No Trust Agreement.
(a) Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship
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between the Company, or any employee or agent thereof, and the Participants or
any other person.
(b) The rights of the Participants or beneficiaries under this Plan are
purely contractual and shall not be funded or secured in any way. Payments to
the Participants or their beneficiaries hereunder shall be made only from the
general assets of the Company, and no person, other than the company, shall
have, by virtue of this Plan, any interest in such assets. such assets are
available to satisfy the claims of the Company's general creditors and, to the
extent any person acquires a right to receive payments from the Company under
the terms of this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.
(c) The Company, at its discretion, may acquire an annuity or insurance
policy insuring the life of the Participants from which it can satisfy its
obligation to make benefit payments pursuant to this Plan. However, it is
expressly understood that such contract (or contracts), if acquired, does not
create any account or fund separate from the ordinary assets of the Company, and
neither the Participants nor their beneficiaries may look to any such contract
as the fund from which benefits under this plan are to be paid. Any such
contract so acquired for the convenience of the Company shall be the sole and
exclusive property of the Company, with the Company named as applicant, owner,
and beneficiary of any life insurance contract payments; provided, further, that
any such contract shall not be held in trust or collateral security for the
benefit of the Participants or beneficiaries, nor is any representation made
herein that such contract, if acquired, will be used to provide benefits under
this plan. Neither the Participants nor their beneficiaries shall have any
beneficial ownership interest in, or preferred or other claim against, the life
insurance contract, if acquired by the Company.
13. No Assignment.
No right of a Participant or any other person to the payment of deferred
compensation or other benefits under this Plan shall be assigned, transferred,
pledged, hypothecated, or encumbered. No right of a Participant under this Plan
shall be subject to garnishment, attachment, or other legal process, whether by
the Participant or any beneficiary named herein, any heir or creditor of the
Participant, or any other person. Any attempted assignment of any right
hereunder by a Participant or a beneficiary shall, at the Company's option,
cause all rights of the Participant hereunder to terminate.
14. Incapacity of Beneficiary.
If the Company shall determine that a Participant is unable to care for his
or her affairs because of illness, accident, or other incapacity, any payment
due may be paid to the Participant's spouse or to any other person considered by
the Company to have incurred expense for the Participant or to be otherwise
responsible for the Participant or his or her affairs, in such manner and
proportions as the Company may determine (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee, or other legal
representative). Any such payment
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made in good faith by the Company shall be a complete discharge of the
liabilities of the Company under this Plan.
15. Company's Powers and Liabilities.
The Company shall have the full power and authority to interpret, construe,
and administer this Plan, and the Company's interpretation and construction
hereof and action hereunder shall be binding and conclusive on all persons for
all purposes. Neither the Company, its officers, directors, employees, or agents
shall be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan unless attributable to his
own willful misconduct or lack of good faith. Any notice, consent, or demand
required or permitted to be given under the terms of this Plan shall be in
writing and shall be signed by the party giving or making the same. The date of
such notice, consent, or demand shall be the date of receipt by the addressee.
16. Binding Effect.
This Plan shall be binding upon and inure to the benefit of the Company,
its successors and assigns, and the Participant, his heirs, executors,
administrators and legal representatives.
17. Continued Employment.
Nothing contained herein shall be construed as conferring upon a
Participant the right to continue in the employ of the Company as an executive
or in any other capacity. The Participant or the Company may terminate the
Participant's employment at will, with or without cause. Upon termination of the
Participant's employment with the Company, all rights of the Participant
hereunder shall terminate, except as otherwise provided herein.
18. Governing Law.
This Plan shall be construed and governed in accordance with the laws of
the State of Washington.
19. Qualified Plan.
Any deferred compensation payable under this Plan shall not be deemed
salary or other compensation to the Participants for purposes of computing
benefits to which they may be entitled under any pension plan or other
arrangement of the Company for the benefit of its employees.
20. Amendment; Entire Agreement.
No modification of this Plan shall be effective unless communicated in
writing to the Participant. With respect to the subject matter hereof, this Plan
constitutes the entire agreement and understanding of the Company and the
Participant and shall supersede any prior agreement
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or understanding including any and all Supplemental Pension Plan Agreements and
amendments thereto previously entered into between the Company and the
Participant. Further, the Company may, from time to time, furnish the
Participant with information containing estimates of the projected benefits
available under this Plan. This information will be provided simply as a tool to
assist the Participant in planning for his or her retirement, and not as a
definitive statement of the benefits that will be available to the Participant
upon retirement or in the event of death or disability. This is because the
estimates of projected benefits are affected by a number of variables that are
constantly changing which include, but are not limited to salary levels,
interest rates, qualified plan benefits, group life and disability benefits and
Social Security benefits. In certain circumstances the benefits payable to a
Participant under this Plan may be adjusted based upon that Participant's
individual circumstances. Adjustments resulting in a reduction of benefits will
generally be prospective in application, whereas adjustments resulting in an
increase in benefits may be retroactive.
21. Severability.
If any provision of this Plan is rendered invalid or unenforceable, the
remaining provisions of this Plan shall continue to be fully effective.
22. Participation in Other Participant Benefit Plans.
Nothing herein shall, in any manner, modify, impair, or affect the existing
or future rights or interests of the Participants (i) to receive any employee
benefits to which he would otherwise be entitled; or (ii) as participants in the
present or any future incentive or bonus plan, stock option plan, pension plan,
or profit sharing plan of the Company, applicable generally to salaried
employees. The rights and interests of the Participants to any employee benefits
or as a participant or beneficiary in or under any or all such plans shall
continue in full force and effect unimpaired, and this Plan shall not act to
deny the Participant the right at any time hereafter to become a participant or
beneficiary under or pursuant to any and all such plans.
23. Legal and Tax Consequences to Participants.
The Company does not represent or guarantee that any particular income or
other tax consequences will occur under the Plan. The Participant acknowledges
that he has been advised to consult with professional tax and other advisors
regarding all benefits, burdens, risks, and consequences arising in connection
with this Plan.
24. FICA/Medicare/Federal Income Tax Withholding.
Any benefits payable to a Participant and/or a beneficiary hereunder shall
be subject to FICA, Medicare, and Federal and State Income Tax withholding to
the extent required by law.
IN WITNESS WHEREOF, the undersigned has executed this Plan as of the date
first above written.
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FISHER COMPANIES INC.
By: /s/ William W. Krippaehne, Jr.
------------------------------
William W. Krippaehne, Jr.
Its President & CEO
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