Benefit Equalization Plan of Abc, Inc.

Exhibit 10.29

BENEFIT EQUALIZATION PLAN OF ABC, INC.

(Restated to reflect amendments adopted through March 13, 1998)

I. Purpose of Plan

The purpose of this Plan is to provide a means of equalizing the benefits of those employees participating in the ABC, Inc. Retirement Plan (the " Retirement Plan" ), the ABC, Inc. Savings & Investment Plan (the " Savings Plan" ), the Fairchild Publications, Inc. Publishing Pension Plan (or, effective on and after April 1, 1998, Schedule XXXVII of the ABC, Inc. Retirement Plan) (the " Publishing Pension Plan" ), and, after December 31, 1988, the ABC, Inc. Supplemental Pension Plan (or, effective on and after January 1, 1996, Schedule XXXIII of the ABC, Inc. Retirement Plan) (the " Supplemental Plan" ) whose funded benefits under the Retirement Plan, the Savings Plan, the Publishing Pension Plan, the Supplemental Plan or any of them are or will be limited by application of Sections 415 and 401(a)(17) of the Internal Revenue Code of 1986 (the " Code" ).

Before April 1, 1998, benefits under this Plan relating to the Publishing Pension Plan were provided under the Benefit Equalization Plan of Capital Cities Media, Inc. (the " Media Plan" ). Effective April 1, 1998, the Media Plan was merged into this Plan.

The " Employing Corporation" means ABC, Inc. (the " Corporation" ) or any corporation participating in the Retirement Plan, the Savings Plan, the Publishing Pension Plan or the Supplemental Plan which employs any member in the Plan. II. Administration of the Plan

The Pension Committee of the Retirement Plan shall administer the Plan. The Committee shall have the authority, in its sole discretion, to construe the Plan; to decide all questions relating to the eligibility of any individual to participate in the Plan or to his or her entitlements to benefit under the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan, and to make, amend or revoke all determinations and decisions necessary or advisable for administering the Plan. The Committee may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Committee shall be conclusive and binding on all persons.

III. Participation in the Plan

Only employees who are members of the Retirement Plan and/or members of the Savings Plan and/or members of the Publishing Pension Plan and/or members of the Supplemental Plan and (i) who are officers of the Corporation or an Employing Corporation elected by the Board of Directors of such corporations or (ii) who have the title of vice president or higher or (iii) who are management employees designated to participate by the Committee (and whose designation has not been revoked by the Committee) shall be eligible to participate in this Plan whenever their benefits under the Retirement Plan or the Savings Plan or the Publishing Pension Plan or the Supplemental Plan as from time to time in effect would exceed the limitations on benefits and contributions imposed by Section 415 of the Code calculated from and after September 2, 1974 or would be limited by the application of Section 401(a)17) of the Code from and after January 1, 1989. Under clause (iii) above, the Committee may in its discretion designate any management employee to participate in one or more of the Retirement Plan, the Savings Plan, the Publishing Pension Plan and the Supplemental Plan and not in the remaining plan or plans.

For purposes of this Plan, the benefits under the Retirement Plan, the Savings Plan, the Publishing Pension Plan and/or the Supplemental Plan of a participant in this Plan shall be determined without

regard for any provision contained in such Plans incorporating limitations imposed by Sections 415 and 401(a)(17) of the Code and without regard to the effect of any qualified domestic relations order, as described in Section 206(d) of the Employee Retirement Income Security Act of 1974, as amended, awarding any portion of such benefit to a former spouse or qualified dependent. IV. Equalized Benefits Related to the Retirement Plan

The Employing Corporation shall pay to each of its eligible members of the Retirement Plan or their beneficiaries a supplemental pension benefit equal to the benefit which would have been payable to them under the Retirement Plan, without regard for any provision of the Retirement Plan incorporating limitations imposed by Sections 415 and 401(a)(17) of the Code and without regard for the provision of the Retirement Plan under which a member' s benefit is determined as the sum of a pre-1994 portion and a post-1993 portion in order to mitigate the effect of the 1993 amendment to Section 401(a)(17) of the Code, to the extent that such benefit otherwise payable under the Retirement Plan exceeds the limitations imposed by Sections 415 and 401(a)(17) of the Code. Such supplemental pension benefits shall be payable in accordance with all the terms and conditions applicable to the member' s benefits under the Retirement Plan, including whatever optional benefits he may have elected. If a member' s benefits under the Retirement Plan are to continue after his death for the benefit of his spouse or a designated beneficiary, then any participant in this Plan shall have the right at any time to change the recipient of the survivorship benefit payable under this Plan; provided, however, any such change, if made after the applicable deadline set forth in the Retirement Plan, shall not affect the amount of the benefit payable under this Plan as originally calculated or the term for which such benefit is payable, also as originally calculated.

V. Equalized Benefits Related to the Savings Plan

When the contributions for a member in the Savings Plan have met the limitations imposed by Section 415 and 401(a)(17) of the Code for any year, the member shall no longer be permitted to make Tax Deferred Contributions or Taxed Contributions to the Savings Plan or to participate in Company contributions under the Savings Plan during the year.

The Corporation shall maintain a book account for each such member in this Plan to which the Employing Corporation shall credit an amount equal to the amount which would have been credited, but was not credited, to the member' s account under the Savings Plan had he been permitted to make additional matched Tax Deferred Contributions or matched Taxed Contributions to the Trust Fund under the terms of the Savings Plan. Except as provided in the next sentence, a member whose Tax Deferred Contributions or Taxed Contributions are ended in any plan year after 1986 by reason of the limitations imposed by Sections 415 and 401(a)(17) of the Code shall have amounts credited to his account under this Article only if he shall have elected, at the time and in the manner determined by the Committee, to have his salary otherwise payable to him reduced on an after-tax-basis, in the same manner as if he had made Taxed Contributions into the Savings Plan. A member of the Savings Plan who has received any credit under this Article for any period before 1987 shall have amounts credited to his account under this Article after 1986 only if he shall have elected, at the time and in the manner determined by the Committee, to have his salary otherwise payable to him deferred under this Plan. The aggregate amount of any salary reductions or deferrals shall be added to the member' s book account under this Plan, and the member' s rights in such salary reductions or deferrals shall be fully vested. The Corporation shall distribute to each member in this Plan or his beneficiary an amount in cash equal to the value of his book account attributable to his deemed Tax Deferred Contributions or Taxed Contributions and the deemed contributions by the Employing Corporation for each year at the same times and under the same terms and conditions as set forth in the Savings Plan. If a member' s benefits under the Savings Plan are to continue after his death for the benefit of his spouse or a designated beneficiary, then


Benefit Equalization Plan of ABC, Inc. 2

the member shall have the right at any time to change the recipient of the survivorship benefit payable under this Plan; provided, however, any such change, if made after the applicable deadline set forth in the Savings Plan, shall not affect the amount of the benefit payable under this Plan as originally calculated or the term for which such benefit is payable, also as originally calculated.

This Article V shall be terminated effective March 31, 1998 and benefits provided under this Article V shall be distributed as soon as practicable thereafter.

VI. Equalized Benefits Related to the Publishing Pension Plan

Each Employing Corporation ...