Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. As of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to time.

Defined Contribution Plans. As of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of (a) The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee accounts under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; providedControls Savings Plan of all Active Employees of the Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the Closing Date and shall be distributable according to the terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (b) Purchaser shall permit any Transferred Employee who has an account balance under the Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the Code) in the form of ▇▇▇▇▇▇-▇▇▇▇ stockcash, a promissory note (as described below) or any combination thereof from the Savings Plan to a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and which contains a cash or deferred feature under Section 401(k) of the Code ("Purchaser 401(k) Plan"). Any amounts rolled Purchaser 401(k) Plan shall not impose any waiting periods, service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the Savings Plan into Purchaser 401(k) Plan. Seller and the Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to any plan loan so long as such Replacement Participant transfers his or her account balance under the Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan that is through a defined contribution direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan as in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller shall amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated in under this Section 10A.05 12.6. Seller and Purchaser shall be held cooperate with each other (and administered in all respects in accordance cause the trustees of the Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to the provisions rollover of such Replacement Plan as in effect from time the distributions to timethe Participants.

Defined Contribution Plans. As of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇Buyer (or one of its Affiliates) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-▇▇▇▇ qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall cause have their continuous service as defined in the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Corporation Employee who so elects in accordance with Savings Plan (the terms “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting. As soon as reasonably practicable after such plans. Subject date as the Sellers have been provided (i) evidence that Buyer has established a trust to hold the provisions assets of the applicable Replacement Plan corresponding Buyer 401(k) Plan, and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror (ii) that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are Buyer 401(k) Plan is qualified under Section 401(a) of the CodeCode and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code (the “Transfer Date”), Times Mirror the Sellers shall permit cause the Replacement accounts under the Seller 401(k) Plan that of each participant who is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Transferring Employee to accept an "eligible rollover contribution" (within be transferred to the meaning Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 401(a)(31414(l) of the Code) . Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all or unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. No later than thirty (30) days following the Closing Date, the Sellers will prepare and deliver to Buyer a portion schedule setting forth (i) the names of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee Transferring Employees who participate under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; providedSeller 401(k) Plan, however(ii) details of any outstanding plan loans from the Seller 401(k) Plan to the Transferring Employees, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in and (iii) the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions account balances of such Replacement Transferring Employees under the Seller 401(k) Plan as in effect from time to timeof the Closing Date.

Defined Contribution Plans. As Without limiting the generality of Section 12.01(b), effective as of the applicable Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ Purchaser shall, or shall cause its Affiliates to, have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the interests meaning of all ▇▇▇▇▇▇▇'▇ Section 401(k) of the Code (the “Purchaser 401(k) Plan”) providing benefits as of the applicable Transfer Time to the Transferred Employees participating in the Employee Retirement Account Plan any tax-qualified defined contribution plan sponsored by Seller or any of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries its Affiliates ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAPcollectively, the "McGraw- --- ------ Hill Defined Contribution Plans"“Seller 401(k) Plan”) immediately prior to become fully vested and nonforfeitablethe applicable Transfer Time. ------------------------------- As soon as practicable following (i) the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans presentation to distribute all or a portion Seller of the account balances (A) an Internal Revenue Service letter of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror determination that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified Purchaser 401(k) Plan meets the requirements for qualification under Section 401(a) of the CodeCode and (B) a certificate, Times Mirror shall permit in form and substance reasonably satisfactory to Seller, certifying that (1) the Replacement aforementioned letter of determination has not been revoked and (2) to the knowledge of Purchaser, no event has occurred or is reasonably expected to occur that would cause the Purchaser 401(k) Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee cease to accept an "eligible rollover contribution" (within satisfy the meaning requirements of Section 401(a)(31401(a) of the Code or cause the trust forming a part thereof to cease to satisfy the requirements of Section 501(a) of the Code, (ii) the completion of all blackout periods for the Seller 401(k) Plan and (iii) the presentation to Seller of instructions for the transfer of the assets of the Seller 401(k) Plan to the trustee of the Purchaser 401(k) Plan, Seller shall cause to be transferred to the Purchaser 401(k) Plan the assets and liabilities from the Seller 401(k) Plan for the Transferred Employees (excluding those employees who retired effective on or prior to the date of transfer, except as otherwise elected by said retiree) in cash of all or a portion accordance with applicable requirements of the account balance distributed Code. Purchaser shall administer the accounts of Transferred Employees in the Purchaser 401(k) Plan in accordance with all applicable requirements of the Code. Such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit liabilities in the Seller 401(k) Plan for the Transferred Employees and their respective beneficiaries, including accrued benefit liabilities arising under any applicable qualified domestic relations order. Purchaser shall direct the trustee of the Purchaser 401(k) Plan to accept such ▇▇▇▇▇▇▇'▇ Transferred Employee transfer of assets and liabilities from the Seller 401(k) Plan. Upon such transfer of assets, the Purchaser 401(k) Plan shall assume the accrued benefit liabilities under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution PlansSeller 401(k) Plan solely with respect to the amount of the transferred accrued benefits with respect to the Transferred Employees and Seller shall not have any further accrued benefit liability under the Seller 401(k) Plan with respect to the amount of accrued benefits transferred to the Purchaser 401(k) Plan for said Transferred Employees and their respective beneficiaries; provided, however, -------- ------- that nothing contained herein Purchaser shall obligate Times Mirror not assume, and Seller shall retain, all liabilities with respect to accept rollovers the Seller 401(k) Plan other than such accrued benefit liabilities. In order to implement this Section 12.02(a), Purchaser and Seller shall cooperate in the form exchange of ▇▇▇▇▇▇information, notification to Transferred Employees, and in the preparation of any documentation required to be filed with any governmental agency. Without limiting the generality of the foregoing, Seller shall promptly provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the trust-▇▇▇▇ stock. Any amounts rolled over to such Replacement to-trust transfer described herein may be accepted into the Purchaser 401(k) Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with applicable Law. For the provisions avoidance of such Replacement doubt, Seller shall 100% vest or cause to be 100% vested, as of the applicable Closing Date, the accounts under the Seller 401(k) Plan as in effect from time to timefor all Transferred Employees.

Defined Contribution Plans. (A) Effective as of the Closing Date, the active participation of each Transferred Employee and Former Employee in the Transferred Defined Contribution Plans (as set forth on Schedule 5.9(g)(i)(A)) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the Code) shall, to the extent permitted by the terms of the Transferred Defined Contribution Plans, be given the option to receive a complete distribution of his or her account balance(s), in accordance with Section 401(k) of the Code and the regulations promulgated thereunder. If a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balance(s), then such account balance(s) will be transferred in accordance with Section 5.9(g)(i)(C) below. (B) As soon as practicable (but in no event more than 60 days) after the Closing, the Buyers shall establish or designate one or more defined contribution plans to receive the transfer of account balances from Seller Defined Contribution Plans, and shall make any and all filings and submissions to the appropriate Governmental Authority required to be made by it in connection with the transfer of assets described below. As soon as practicable after the Closing, Buyers shall procure either a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the date of transfer, or prior to the Closing an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined contribution plan satisfy the applicable requirements of Section 401 of the Code. (C) As soon as practicable after the Buyers have established or designated successor plans and procured a favorable determination letter or opinion of counsel, all as provided above, the Seller shall cause the trustees of the Transferred Defined Contribution Plans to transfer in the form of cash or, upon mutual consent, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind), in accordance with 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 208 of ERISA, the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or withdrawal payments in respect of Transferred Employees and Former Employees prior to the transfer date, to the trustee of the successor defined contribution plan. Such transfer of assets to occur as soon as administratively practicable following the Closing Date. (D) In consideration of the transfer of assets hereunder, the Buyers shall, effective as of the transfer date described in Section 5.9(g)(i)(C) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(i)(C) above, effective as of the transfer date, to assume all of the obligations of the Transferred Defined Contribution Plans, in each case, solely in respect of account balances of Transferred Employees and Former Employees under the Transferred Defined Contribution Plans (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the transfer date). The Buyers shall not assume any Transferred Defined Contribution Plan or any other obligations or liabilities, except as provided in Section 5.9(g), arising under or attributable to the Transferred Defined Contribution Plans. (ii) As of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ the Buyers or one of their designated Affiliates shall cause assume the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Assumed Defined Contribution Plans") Plans (as set forth on Schedule 5.9(g)(ii)). With respect to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇ Equipment Company Retirement Program for Salaried Employees, as amended and restated effective January 1, 1997 (the “▇▇-▇▇▇▇ Defined Contribution Plans Salaried Plan”), the Sellers and the Buyers shall cooperate to distribute all or a portion cause the trustees of the accounts under the Leveraged Employee Stock Ownership Plan (the “LESOP”) in respect of Non-Transferring Employees to segregate such account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with and effect the terms transfer of such plans. Subject LESOP account balance to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory Sellers, other than such LESOP accounts which are attributable in any respect to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Salaried Plan (to the extent permitted by applicable Law and without any material adverse impact on the LESOP or the qualified retirement plans of the Sellers or the Buyers). The Buyers shall be solely and entirely responsible for satisfying any and all obligations and liabilities with respect to Business Employees or Former Employees (including any beneficiaries or dependents thereof) with respect to the Assumed Defined Contribution Plans are qualified under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable (including to each ▇▇▇▇▇▇▇'▇ Transferred Employee whatever extent related to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Salaried Plan or any other Assumed Defined Benefit Plan). The Sellers shall have no liability whatsoever (either under this Agreement or otherwise including as a result of Buyers’ failure to establish or designate an applicable successor plan) with respect to Transferred Employees for benefits under the Assumed Defined Contribution Plans; provided. The Sellers and the Buyers shall take all actions necessary and appropriate to establish the Buyers as successors to all of the Sellers rights, howeverassets, -------- ------- that nothing contained herein duties, liabilities and obligations under or with respect to the Assumed Defined Contribution Plans. (iii) With respect to the Non-Qualified Defined Contribution Plans (as set forth on Schedule 5.9(g)(iii)), Sellers shall obligate Times Mirror to accept rollovers retain all obligations and liabilities under these plans. As of the Closing Date, all Transferred Employees and Former Employees shall cease active participation in the form Non-Qualified Defined Contribution Plans. Sellers shall remain responsible for the distribution of ▇▇▇▇▇▇account balances to the Transferred Employees pursuant to the terms of the applicable plan document, and Buyers shall not have any liability whatsoever (either under this Agreement or otherwise) with respect to the Transferred Employees for the distribution of account balances under the Non-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to timeQualified Defined Contribution Plans.

Defined Contribution Plans. As (i) Effective as of the Closing Date, -------------------------- the active participation of each Transferred Employee and Former Employee in the ▇▇▇▇▇▇▇▇▇-▇▇▇▇ shall cause Company Employee Savings Plan (the interests of all “Seller 401(k) Plan”) and the I-R/▇▇▇▇▇ Leveraged Employee Stock Ownership Plan (the “Seller LESOP”) (collectively, the “Seller Defined Contribution Plans”) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the Code) shall, to the minimum extent required by the terms of the Seller Defined Contribution Plans, be given the option to receive a complete distribution of his or her account balance(s), in accordance with Section 401(k) of the Code and the regulations promulgated thereunder. If a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balance(s), then such account balance(s) will be transferred in accordance with Section 5.9(g)(ii) below. (ii) As soon as practicable after the Closing, the Buyers shall establish or designate one or more defined contribution plans to receive the transfer of account balances from Seller Defined Contribution Plans, and shall make any and all filings and submissions to the appropriate Governmental Authority required to be made by it in connection with the transfer of Assets described below. As soon as practicable following the earlier of the delivery to the Sellers of a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the date of transfer, or delivery of an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined contribution plan are drafted with the intent to satisfy the applicable requirements of Section 401 of the Code, the Seller shall cause the trustee of the Seller Defined Contribution Plans to transfer in the form of cash or, at the Buyer’s option, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind) the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or withdrawal payments in respect of Transferred Employees and Former Employees prior to the transfer date, to the trustee of the successor defined contribution plan. (iii) In consideration of the transfer of Assets hereunder, the Buyers shall, to the extent of the value of the Assets transferred, effective as of the transfer date described in Section 5.9(g)(ii) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(ii) above, effective as of the transfer date, to the extent of the value of the Assets transferred, to assume all of the obligations of the Seller Defined Contribution Plans, in each case, in respect of account balances of Transferred Employees and Former Employees under the Seller Defined Contribution Plans (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the transfer date). The Buyers shall not assume any Seller Defined Contribution Plan or any other obligations or Liabilities arising under or attributable to the Seller Defined Contribution Plans. (iv) Effective as of the Closing Date and to the extent permitted by the terms of the applicable plan or at the time otherwise due under the applicable plan,, Sellers shall or shall cause one of their Affiliates to distribute to or on behalf of each Transferred Employee all benefits accrued on behalf of such Transferred Employee under the IR Executive Deferred Compensation Plan, the IR Executive Deferred Compensation Plan II, Management Incentive Unit Plan of ▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ CompaniesCompany, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Company Supplemental Employee Savings Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of thereof, and the Sellers shall be solely responsible for all obligations and Liabilities under such plans. Subject to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to time.

Defined Contribution Plans. As (a) Effective as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause be fully vested in their account balances under the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries Seller's defined contribution plans (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Seller's Defined Contribution Plans") and shall be entitled to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion either (i) an immediate distribution of the their account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of each such plans. Subject to plan, (ii) maintain such amounts in the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Seller's Defined Contribution Plans are qualified in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 401(a414(1) of the CodeCode and the requirements of ERISA and the regulations promulgated thereunder. Further, Times Mirror no transfer shall permit be made unless and until the Replacement Plan that is Seller and the Purchaser each provide each other with a defined contribution plan that is applicable current favorable determination letter from the IRS as to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" the qualification of its respective plan. (within the meaning of Section 401(a)(31c) Upon completion of the Code) transfer of assets described in cash of all SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or a portion of the account balance distributed responsibility with respect to such ▇▇▇▇▇▇▇'▇ Transferred Employee under liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the ▇▇▇▇▇▇-▇▇▇▇ Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to time.

Defined Contribution Plans. As of the Closing Date, -------------------------- McGraw-Hill shall cause the interests of all Shepa▇▇'▇ ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred erred Employees in the Employee Retirement Account ▇▇- count Plan of The McGraw-Hill Companies, Inc. and Its Subsid- iaries ("▇▇▇▇") ▇▇-▇▇▇▇ nd the Savings Incentive Plan of The McGraw- Hill Companies, Inc. and Its Subsidiaries (▇▇▇ "ERAP") and the Savings Incentive Plan of The ▇▇▇," ▇▇▇-▇ ▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ McGraw-Hill Defined Contribution Plans") to become fully vested be- co▇▇ ▇▇▇▇▇ ▇▇sted and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill shall cause the ▇▇▇▇▇▇-▇▇▇▇ McGraw- Hill Defined Contribution Plans to distribute all or a portion of the account balances of each C▇▇▇▇▇▇▇'▇▇▇▇ Plans to distrib▇▇▇ ▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇ of the account balances of each Shepard's Transferred Employee who so elects in accordance ac▇▇▇▇▇▇▇▇ with the terms of such plans. Subject Sub- ject to the provisions of the applicable Replacement Plan and ▇▇▇▇▇▇McGraw-▇▇▇▇'▇ Hill's provision of evidence reasonably satisfactory to ▇▇ Times Mirror that the McGraw-Hill Defined Contribution Plans are qualifi▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section ction 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution contribu- tion plan that is applicable to each Shepard's Transferred Em- ployee to accept an "eli▇▇▇▇▇ ▇▇▇'▇ Transferred Employee to accept an "eligible rollover lover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such Shep- ard's Transferred Employee under the McGraw-Hill Defined Con- tribution Plans; provided, ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇McGraw-▇▇▇▇ Hill stock. Any amounts rolled over to such Replacement ▇▇▇▇▇▇▇▇▇nt Plan that is a defined contribution plan as contemplated contem- plated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Replace- ment Plan as in effect from time to time.

Defined Contribution Plans. As of (i) Following the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ the Kaman Employees and the Subsidiary Employees shall cause be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the interests same terms and conditions as similarly situated employees of all ▇▇▇▇▇▇▇'▇ Transferred Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Employee Kaman Corporation Thrift and Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAPSeller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Savings Incentive Subsidiary Employees that was recognized under Seller's Thrift Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companiesas if it were service rendered to Buyer. At the Closing, Inc. and Its Subsidiaries (the "SIP," and in accordance with the ERAPterms of Seller's Thrift Plan, the "McGraw- --- ------ Hill Defined Contribution Plans") Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to become fully vested such plan shall cease at the Closing Date for all Kaman Employees and nonforfeitable. ------------------------------- As Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ the Company shall cause make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of such plans. Subject payroll period that occurs prior to the provisions Closing Date. In addition, each of the applicable Replacement Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified any loans outstanding under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to timeSeller’s Thrift Plan.

Defined Contribution Plans. As The Buyer agrees to have in effect on the Closing Date a defined contribution plan or plans with a salary reduction arrangement that covers U.S. Transferred Employees, the terms of which meet the requirements of Sections 401(a) and 401(k) of the Code (such plan or plans, the “Buyer Savings Plan”). Each U.S. Transferred Employee who is eligible to contribute to the Seller's contribution plan (the “Seller Savings Plan”) on the Closing Date shall be eligible to contribute to the Buyer Savings Plan commencing on the day after the Closing Date. Such Transferred Employees shall be permitted to roll over their account balances (including loan balances) from the Seller Savings Plan accrued through the Closing Date into their new accounts under the Buyer Savings Plan promptly after the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ but in no event later than ninety (90) days after the Closing Date or in contravention of ERISA or the Code. Seller shall, and shall cause the interests of its Affiliates to, take all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of such actions necessary such that each ▇▇▇▇▇▇▇'▇ U.S. Transferred Employee who so elects participates in accordance with the terms of such plans. Subject Seller Savings Plan shall, to the provisions fullest extent permitted by the Seller Savings Plan, be fully vested in his or her account balance thereunder effective immediately prior to the Closing Date and, if such vesting is not permitted by any Seller Savings Plans with respect to any U.S. Transferred Employee, Seller shall directly pay, in cash, at the Closing Date an amount to such employee equal to the value such employee would have received pursuant to the acceleration of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory vesting referred to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of sentence had such Replacement Plan as in effect from time to timevesting been permitted.

Defined Contribution Plans. (a) As of the Closing DateClosing, -------------------------- Bord▇▇ ▇▇▇▇▇▇-▇▇▇▇ shall ll cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred active participation by the Business Employees in the Employee Retirement Account Plan of The Bord▇▇, ▇▇c. Retirement Savings Plan, 99 the Bord▇▇-, ▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") c. Union Savings Plan and the Savings Incentive Plan of The Bord▇▇, ▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries c. Associate Savings Plan (the "SIP," and with the ERAPcollectively, the "McGraw- --- ------ Hill Defined Contribution Savings Plans") to become fully vested and nonforfeitablecease. ------------------------------- As soon as practicable following the Closing Date, Bord▇▇ ▇▇▇▇▇▇-▇▇▇▇ shall ll (i) as of the Closing cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution trustees of the Savings Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects identify, in accordance with the terms of such plans. Subject to the applicable spinoff provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified set forth under Section 401(a414(l) of the Code, Times Mirror the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall permit be amended to provide that (i) there shall be no contributions thereto with respect to the Replacement Plan that is a Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan that designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is applicable to each occur; and (ii) as soon as 100 practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities. As soon as practicable after the Closing, and pursuant to the procedures set forth below, Bord▇▇ ▇▇▇ll cause the trustees of the Savings Plans to transfer to the trustee of the Parent Savings Plan the following amount (the "Total Transfer Amount"): (A) the full account balances (in kind or in cash as determined by Bord▇▇, ▇▇d notes for any loans to the Business Employees) of all Business Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the period ending on the close of business on the day preceding the Closing, plus (B) earnings on such account balances attributable to the period from the Closing to the Transfer Date, reduced by (C) any benefit or withdrawal payments in respect of the Business Employees prior to the Transfer Dates. The "Transfer Date" shall be the first day of the month following a 15th day of a month by which Parent has requested the transfer and Bord▇▇ ▇▇▇ received copies of the applicable favorable IRS determination letters. On the Transfer Date, Bord▇▇ ▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning ll transfer 90% of Section 401(a)(31) its good faith estimate of the Code) in cash Total Transfer Amount. Upon the completion of all or a portion calculation of the account balance distributed Total Transfer Amount by the recordkeeper for the Savings Plans (such calculation to occur no later than 120 days after the Transfer Date and such ▇▇▇▇▇▇▇'▇ Transferred Employee under calculation to be binding on Parent), the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; providedSavings Plans shall transfer to the Parent Savings Plan an amount equal to the difference between the Total Transfer Amount and any amounts previously transferred to the Parent Savings Plan or, howeverif 101 applicable, -------- ------- that nothing contained herein the Parent Savings Plan shall obligate Times Mirror transfer to accept rollovers the Savings Plans an amount equal to the difference between any amounts previously transferred to the Parent Savings Plan and the Total Transfer Amount. In consideration of the transfer of assets hereunder, Parent shall, as of the Transfer Date, cause the Parent Savings Plan to assume the liabilities for benefits payable to plan participants and beneficiaries in the form respect of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to timeparticipants for whom assets (including notes) are transferred.

Defined Contribution Plans. As (a) The accounts under the Johnson Controls Savings Plan of the Closing Date, -------------------------- al▇ ▇▇▇▇▇▇-▇▇▇▇ e Employees of the Business who participate in such Savings Plan on the Closing Date shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become be fully vested and nonforfeitable. ------------------------------- As soon as practicable following of the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ Date and shall cause be distributable according to the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of each ▇▇▇▇▇▇▇'▇ such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (b) Purchaser shall permit any Transferred Employee who so elects in accordance with has an account balance under the terms of Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, as selected by such plans. Subject to the provisions Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the applicable Replacement Code) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code, Times Mirror shall permit the Replacement Plan that is Code and which contains a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of cash or deferred feature under Section 401(a)(31401(k) of the CodeCode ("Purchaser 401(k) Plan"). Purchaser 401(k) Plan shall not impose any waiting periods, service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the Savings Plan into Purchaser 401(k) Plan. Seller and the Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to any plan loan so long as such Participant transfers his or her account balance under the Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in cash of all or a portion manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller shall amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall cooperate with each other (and cause the trustees of the account balance distributed Savings Plan and Purchaser 401(k) Plan to such ▇▇▇▇▇▇▇'▇ Transferred Employee under cooperate with each other) with respect to the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror rollover of the distributions to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to timeParticipants.

Defined Contribution Plans. As of soon as practicable after the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees but in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following no event later than sixty days after the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ Buyer shall designate an existing defined contribution savings plan of Buyer and Trust qualifying under Section 401(a) and Section 501(a) of the Code or shall have established (or shall have caused the Company to establish) one or more qualified defined contribution savings or thrift plans and a related trust or trusts thereunder intended to qualify under Section 401(a) and Section 501(a) of the Code ("Buyer's Thrift Plan"). The Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") provides, or Seller shall cause Seller's Thrift Plan to be amended to provide, (i) for 100% vesting of all accounts of Kaman Employees under Seller's Thrift Plan and of all income earned on such accounts and (ii) that a distribution from Seller's Thrift Plan may be made on account of a bona fide distribution event as set forth in Code Section 401(k)10, that Kaman Employees participating in Seller's Thrift Plan shall have the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans option to distribute all retain their account balance in Seller's Thrift Plan or a portion to make an elective transfer of their full account balance in accordance with Treasury Regulation 1.411(d)-4, Q&A3(b) to Buyer's Thrift Plan and that such elective transfers shall include the transfer of notes representing plan loans to participants. Buyer's Thrift Plan provides, or Buyer shall cause Buyer's Thrift Plan to be amended to provide, (i) for acceptance of elective transfers from Seller's Thrift Plan under Treasury Regulation 1.411(d)-4, Q&A3(b), including provision for acceptance of the account balances elective transfer of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects notes representing plan loans to participants, (ii) for 100% vesting of all such transferred accounts and all income earned on such transferred accounts, and (iii) for recognition for all purposes under Buyer's Thrift Plan all service that was recognized under Seller's Thrift Plan to the extent such service was recognized under Seller's Thrift Plan. Seller and Buyer agree that any elective transfers made pursuant to this Section 7.1(d) are intended by the parties hereto to qualify as rollover distributions for income tax purposes. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plansplans shall cease at the Closing Date for all Kaman Employees. Subject As of the first regular enrollment date under Buyer's Thrift Plan next following the Closing Date, Kaman Employees will be eligible to immediately participate in Buyer's Thrift Plan. Buyer and Seller shall provide each other with such records and information as may be necessary or appropriate to carry out their respective obligations under this Section or for the purposes of administration of Buyer's Thrift Plan, and each shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein after the Closing Date. Notwithstanding anything contained herein to the provisions contrary, between the Closing Date and the date of transfer, Seller shall administer the applicable Replacement Seller's Thrift Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory with respect to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the CodeKaman Employees, Times Mirror shall permit the Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to timeat Seller's expense.

Defined Contribution Plans. As of the Closing Date, -------------------------- ▇▇▇▇▇▇-▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (the "SIP," and with the ERAP, the "McGraw- --- ------ Hill Defined Contribution Plans") to become fully vested and nonforfeitable. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇Buyer (or one of its Affiliates) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-▇▇▇▇ qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall cause have their continuous service as defined in the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Corporation Employee who so elects in accordance with Savings Plan (the terms “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting. As soon as reasonably practicable after such plans. Subject date as the Sellers have been provided (i) evidence that Buyer has established a trust to hold the provisions assets of the applicable Replacement Plan corresponding Buyer 401(k) Plan, and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror (ii) that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are Buyer 401(k) Plan is qualified under Section 401(a) of the CodeCode and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code but no earlier than seventy-five (75) days after the Effective Date (the date of transfer, Times Mirror the “Transfer Date”), the Sellers shall permit cause the Replacement accounts under the Seller 401(k) Plan that of each participant who is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Transferring Employee to accept an "eligible rollover contribution" (within be transferred to the meaning Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 401(a)(31414(l) of the Code) . Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all or unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. No later than thirty (30) days following the Closing Date, the Sellers will prepare and deliver to Buyer a portion schedule setting forth (i) the names of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee Transferring Employees who participate under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; providedSeller 401(k) Plan, however(ii) details of any outstanding plan loans from the Seller 401(k) Plan to the Transferring Employees, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in and (iii) the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions account balances of such Replacement Transferring Employees under the Seller 401(k) Plan as in effect from time to timeof the Closing Date.

Defined Contribution Plans. As Effective as of the Closing Date, -------------------------- ▇▇▇▇▇▇-Transferred Employees shall no longer actively participate in the Seller's defined contribution plans listed in Section 6.04 of the Disclosure Schedule. Effective as of the Closing Date, the Purchaser shall establish or maintain a defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN") for Transferred Employees containing terms substantially identical (other than terms relating to investment in stock of the Purchaser) to those of The Reyn▇▇▇▇ shall cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the Employee Retirement Account Plan of The ▇▇▇▇▇▇-Reyn▇▇▇▇ Companies, Inc. and Its Subsidiaries ▇▇▇pany 401(k) Savings Plan (the "ERAPSELLER'S DEFINED CONTRIBUTION PLAN") and the Savings Incentive Plan of The ▇▇▇▇▇▇-▇▇▇▇ ---- Companies, Inc. in compliance with applicable collective bargaining agreements and Its Subsidiaries (the "SIP," and shall credit Transferred Employees for their service with the ERAP, Seller for participation and vesting purposes under the "McGraw- --- ------ Hill Purchaser's Defined Contribution Plans") to become fully vested and nonforfeitablePlan. ------------------------------- As soon as practicable following the Closing Date, ▇▇▇▇▇▇-▇▇▇▇ and upon receipt by the Seller and by the Purchaser of the officer's certificates or opinions of counsel referred to below, the Seller shall cause to be transferred from the Seller's Defined Contribution Plan to the Purchaser's Defined Contribution Plan, and the Purchaser shall cause the ▇▇▇▇▇▇-▇▇▇▇ trustee of Purchaser's Defined Contribution Plans Plan to distribute all or a portion of accept, assets equal to the finalized account balances of such Transferred Employees who participated in the Seller's Defined Contribution Plan. The Seller shall insure that such Transferred Employees do not receive in-service distributions from the Seller's Defined Contribution Plan after the Closing Date and in advance of such transfer. As a condition to such transfer, the Seller and the Purchaser each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance shall be entitled to receive from the other an officer's certificate or an opinion of counsel to the effect that the Seller's Defined Contribution Plan, and the Purchaser's Defined Contribution Plan, as the case may be, either (i) have received a recent favorable determination letter from the Internal Revenue Service as to their qualification under the Code, and nothing has occurred since the date of such letter which would cause the loss of such qualification or (ii) substantially complies by its terms with the terms of such plans. Subject to the relevant qualification provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 401(a) of the Internal Revenue Code, Times Mirror shall permit and the Replacement Plan that is plan sponsor will timely apply for a defined contribution plan that is applicable favorable determination letter with respect to each ▇▇▇▇▇▇▇'▇ Transferred Employee the plan, and will make whatever changes to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with are requested by the provisions Internal Revenue Service as a condition of such Replacement Plan as in effect from time to timequalification.

Defined Contribution Plans. (a) As of the Closing DateClosing, -------------------------- Bord▇▇ ▇▇▇▇▇▇-▇▇▇▇ shall ll cause the interests of all ▇▇▇▇▇▇▇'▇ Transferred active participation by the Business Employees in the Employee Retirement Account Plan of The Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇-, ▇▇▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") c. Union Savings Plan and the Savings Incentive Plan of The Bord▇▇, ▇▇▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries c. Associate Savings Plan (the "SIP," and with the ERAPcollectively, the "McGraw- --- ------ Hill Defined Contribution Savings Plans") to become fully vested and nonforfeitablecease. ------------------------------- As soon as practicable following the Closing Date, Bord▇▇ ▇▇▇▇▇▇-▇▇▇▇ shall ll (i) as of the Closing cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution trustees of the Savings Plans to distribute all or a portion of the account balances of each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects identify, in accordance with the terms of such plans. Subject to the applicable spinoff provisions of the applicable Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified set forth under Section 401(a414(l) of the Code, Times Mirror the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall permit be amended to provide that (i) there shall be no contributions thereto with respect to the Replacement Plan that is a Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan that is applicable designated by Parent to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within which the meaning of Section 401(a)(31) assets and liabilities for benefits of the Code) in cash of all or Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a portion copy of the account balance distributed most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Planstransfer is to occur; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan and (ii) as contemplated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to time.soon as