SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
Affiliated Publications, Inc. (the "Company") hereby
restates, effective September 15, 1993, this Executive
Supplemental Retirement Plan, previously known as the
Executive Deferred Compensation Plan I, (the "Plan") for the
benefit of executives of the Company and its affiliates listed
on Exhibit A (collectively, the "Executives"):
------- -
1. Purpose. The purpose of this Plan is to provide
-------
supplemental retirement payments and supplemental death
payments for Executives in salary grade 15 and above who
become entitled to receive benefits under the Globe Newspaper
Company Retirement Plan, as in effect from time to time (the
"Retirement Plan"). Capitalized terms used herein shall have
the meanings given them in the Retirement Plan unless
otherwise defined in this Plan.
2. Supplemental Retirement Payments. The Company or an
------------ ---------- --------
affiliate shall pay to each Executive who has completed 36
months in this Plan (or to such person or persons as may at
that time be entitled to receive payments with respect to such
an Executive under the Retirement Plan) the amount by which
(a) any benefit that would have been payable under the
Retirement Plan if (i) the expression "1.83-1/3%" in the
definition of "Gross Amount" in the Retirement Plan were
changed to "2%," and (ii) clause (b) of the definition of
---
"Gross Amount" were changed to read "the number of his/her
Years of Accrual Service not in excess of 25 plus, if the
Executive had more than 25 Years of Accrual Service, his/her
Additional Earned Service, as defined in Section 2 of the
Supplemental Executive Retirement Plan" and (iii) his/her
---
regular compensation and regular annual bonuses (including any
amounts deferred under the Affiliated Publications, Inc.
Deferment Plan for Key Executives) were included in the
calculation of the accrued amount under the Retirement Plan
(except that for purposes of calculating this amount, the
period used for calculating the average monthly rate of
compensation will be the 260 consecutive weeks prior to
normal retirement date or date of earlier termination), and
---
(iv) the amount so calculated were payable without reference
to any benefit limits affecting the Executive other than
limits on the Family Death Benefit exceeds (b) the sum of (i)
the benefit actually paid from time to time under the
-2-
Retirement Plan and (ii) the appropriate offset amount, as
defined in the Retirement Plan. The amount payable with
respect to an Executive who shall have completed less than 36
months in this plan shall be calculated as set forth in the
preceding sentence but excluding therefrom all service and
compensation before the Executive became listed on Exhibit A.
------- -
Supplemental retirement payments hereunder shall be made on
the same dates and over the same period as payments under the
Retirement Plan are made. The Additional Earned Service for
any Executive who was in salary grade 15 or 16 when last
employed by the Company or an affiliate shall be .5 times the
number by which the Executive's Years of Accrual Service, not
to exceed 30, exceed 25; and the Additional Earned Service for
any Executive who was in salary grade 17 or higher when last
employed shall be .75 times the number by which the
Executive's Years of Accrual Service, not to exceed 35, exceed
25. Exhibit A shall state for each employed Executive his/her
------- -
salary grade.
3. Return to Active Employment Following Commencement of
------ -- ------ ---------- --------- ------------ --
Benefit. In the event an Executive who has begun to receive a
-------
benefit hereunder is reemployed by the Company or an affiliate
and his/her benefit under the Retirement Plan is suspended,
his/her benefit shall be suspended during the period of such
reemployment that benefits under the Retirement Plan are
suspended. Upon his/her subsequent retirement or earlier
termination of employment, he/she shall become entitled to an
increased benefit, reduced by the actuarial equivalent of the
payments made to him/her prior to reemployment.
4. Supplemental Death Payments. The Company, directly
------------ ----- --------
or through an insurance trust or other vehicle, shall pay as a
supplemental death benefit to the designated beneficiary of
an Executive an amount equal to (a) the product of (i) his/her
regular annual compensation from the Company and its
affiliates in effect on his/her date of death or his/her date
of retirement, whichever is applicable, and (ii) the
multiplier specified below for the status of Executive at the
time of death (the "Multiplier") less the aggregate amount of
life insurance payable upon the death of the Executive under
policies, plans and programs paid for by the Company and its
affiliates:
-3-
Executive's Status
at Date of Death Applicable Multiplier
------------------------------------------------------
(1) Employed by Company and/or Multiplier set
its subsidiaries, listed opposite name on
on Exhibit A and less than Exhibit A
------- - ------- -
65 years of age
(2) Employed by Company and/or 50% of Multiplier set
its subsidiaries, listed opposite name on
on Exhibit A and 65 years Exhibit A
------- - ------- -
of age or older
(3) Retired from employment 50% of Multiplier set
by Company and its opposite name on
subsidiaries at any time Exhibit B
------- -
after 36 months prior to
Normal Retirement Date
(4) Employed by Company and/or Multiplier set
its subsidiaries, Normal opposite name on
Retirement Date has not Exhibit C
------- -
occurred but taken off
Exhibit A within 36 months
------- -
prior to Normal Retirement
Date
(5) Listed on Exhibit D Multiplier set
------- -
opposite name on
Exhibit D
------- -
"Normal Retirement Date" of an Executive means the first day
of the month coinciding with or next following the first of
the following events (a) his/her 65th birthday or, (b) his/her
62nd birthday if the Executive has then completed 30 calendar
years in which the Executive has 1,000 Hours of Service.
5. Effect on Other Agreements. Nothing in this Plan
------ -- ----- ----------
shall limit the right of an Executive to receive payments
pursuant to any other agreement if such payments are greater
than the supplemental payments contemplated by Sections 2 and
3 of this Plan.
6. Vesting. If an Executive completes 10 years of
-------
employment with the Company and its affiliates, but is removed
from Exhibit A before payments begin under the Retirement
------- -
Plan, his/her name shall be added to Exhibit D together with
------- -
the date on which he/she was removed from Exhibit A and
------- -
-4-
his/her length of service as of that date, and the amount
contemplated by Section 2 shall be paid to the Executive when
such payments begin, subject to forfeiture under Section 7.
In that event, the amount payable shall be calculated with
regard to compensation, if any, from the Company and its
affiliates after removal from Exhibit A, but without regard to
------- -
length of service after that date. If the Executive fails so
to complete 10 years of employment and is so removed, he/she
shall have no benefit under this Plan.
7. Forfeiture. The right of any Executive to a benefit
----------
under this Plan shall be forfeited if the Executive is
discharged for gross neglect of duty, insubordination or
serious misconduct. No Executive shall at any time either
during employment or, following his/her retirement, during the
period in which any payments are being made to him/her
pursuant to this Plan carry on activities which, in the
opinion of the Company, are plainly detrimental in a material
way to the best interests of the Company or its affiliates.
Upon making a determination that the activities of any
Executive are so detrimental, the Company shall so inform the
Executive by written notice. If the Executive shall not cease
and terminate such detrimental activities within 30-day period
from receipt of such written notice, the Company shall have no
further obligations under this Plan, and all payments to and
rights and benefits of the Executive, any designated
beneficiary or beneficiaries or any contingent beneficiary
hereunder shall immediately cease and terminate and be
forfeited and the Company shall have no further liability
hereunder.
8. Unsecured Rights. The rights of each Executive,
--------- ------
his/her designated beneficiary or beneficiaries and any
contingent beneficiary shall be solely those of a general,
unsecured creditor of the Company. The Company shall be under
no obligation to set aside or segregate any funds or resources
of any kind to meet any of its obligations hereunder, and no
one shall have any rights on account of this Plan in or to any
of the specific funds or resources of the Company.
9. Amendment; Revision of Exhibits A-D. The Company may
--------- -------- -- -------- - -
amend this plan in any way at any time by action of its Board
of Directors, but no amendment shall deprive any Executive of
rights vested pursuant to Section 6. In addition, Exhibits A-
-------- -
D may be replaced at any time by new Exhibits A-D, changing
- -------- - -
-5-
one or more of the Executives listed thereon, their salary
grades or their Multipliers, signed and dated by either the
Chief Financial Officer of the Company or the Director of
Executive Compensation of the Company. The most recently
executed Exhibits A-D shall control.
-------- - -
IN WITNESS WHEREOF, Affiliated Publications, Inc.,
pursuant to action by its Board of Directors on September 15,
1993, has caused this restatement to be executed and delivered
by its Clerk as of September 15, 1993.
AFFILIATED PUBLICATIONS, INC.
By:_____________________________
Catherine E. C. Henn, Clerk
Exhibit A
---------
AFFILIATED PUBLICATIONS, INC.
-----------------------------
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
As of September 15, 1993
------------------------
Death
Benefit
Name Salary Grade Multiplier
---- ------------ -----------
Group A
William Connolly 17 4
Helen Donovan 18 4
John Driscoll 18 4
Frank Grundstrom 18 4
Catherine Henn 18 4
William Huff 22 4
Michael Ide 18 4
Timothy Leland 17 4
Godfrey Kauffmann 18 4
Loretta McLaughlin 17 4
Robert Murphy 18 4
Paul Norman 17 4
Carl Ockerbloom 27 4
Mary Jane Patrone 18 4
Oliver Rodman 18 4
Matthew Storin 23 4
Benjamin Taylor 24 4
Stephen Taylor 22 4
William O. Taylor 30 4
Gregory Thornton 18 4
Group B
Thomas Ashbrook 15 3
Stephen Cahow 16 3
Richard Daniels 16 3
Harriet Gould 15 3
Ronald Kuzoian 15 3
Alfred Larkin 16 3
Robert Manning 16 3
Mary Marty 15 3
Gregory Moore 15 3
Thomas Mulvoy 16 3
James Regan 15 3
Signed in accordance with Section 9 of the Supplemental Executive
Retirement Plan.
/s/ Alexander B. Hawes, Jr.
___________________________________
Alexander B. Hawes, Jr.
Director of Executive Compensation
Exhibit B
---------
AFFILIATED PUBLICATIONS, INC.
-----------------------------
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
As of September 15, 1993
------------------------
Death
Benefit
Name Multiplier
---- -----------
John Mullin 4
Daniel Orr 4
Millard Owen 4
David Stanger 4
John Reid 4
Robert A. King 3
Signed in accordance with Section 9 of the Supplemental Executive
Retirement Plan.
/s/ Alexander B. Hawes, Jr.
___________________________________
Alexander B. Hawes, Jr.
Director of Executive Compensation
Exhibit C
---------
AFFILIATED PUBLICATIONS, INC.
-----------------------------
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
As of September 15, 1993
------------------------
Death
Benefit
Name Salary Grade Multiplier
---- ------------ ----------
(None as of September 15, 1993.)
Signed in accordance with Section 9 of the Supplemental Executive
Retirement Plan.
/s/ Alexander B. Hawes, Jr.
___________________________________
Alexander B. Hawes, Jr.
Director of Executive Compensation
Exhibit D
---------
AFFILIATED PUBLICATIONS, INC.
-----------------------------
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
As of September 15, 1993
------------------------
Date of Service Death
Removal From as of Benefit
Name Exhibit A Removal Multiplier
---- --------- ------- -----------
John P. Giuggio October 26, 1992 42 years 4*
Martin F. Nolan October 26, 1992 24 years 3
* Reduces to two as of 65th birthday.
Signed in accordance with Section 9 of the Supplemental Executive
Retirement Plan.
/s/ Alexander B. Hawes, Jr.
___________________________________
Alexander B. Hawes, Jr.
Director of Executive Compensation