Director's And Officer's Charitable Award Program

CENTRAL NEWSPAPERS, INC.


DIRECTOR'S AND OFFICER'S CHARITABLE AWARD PROGRAM


1. Purpose of the Program.


The Central Newspapers, Inc. Director's and Officer's Charitable Award Program (the "Program") allows each eligible Director and Officer of Central Newspapers, Inc. (the "Company") to recommend that the Company make a donation of up to $500,000 to the eligible tax-exempt organization(s) (the "Donee(s)") selected by the participant, with the donation to be made, in the participant's name, in ten equal annual installments, with the first installment to be made as soon as is practical after the participant's death. The purpose of the program is to recognize the interest of the Company and its Directors and Officers in supporting worthy educational institutions and other charitable organizations.


2. Eligibility.


All persons serving as Directors or Officers of the Company as of August 1, 1994, shall be eligible to participate in the Program. All participants who join the Company's Board of Directors after that date shall be immediately eligible to participate in the program upon election to the Board. Any individual who becomes an Officer of the Company after that date shall be eligible to participate as determined by the Board of Directors. For the purpose of the Program, an individual shall be considered an Officer of the Company if he or she is serving as the President, an Executive Vice President, a Vice President, the Secretary or the Treasurer of the Company.


3. Vesting.


A Director will become vested in the Program when he or she completes five continuous years of Board service, including any service prior to adoption of the Program. An Officer designated to participate in the program will become vested in the Program when he or she completes five continuous years of service as an Officer and/or Director, including any service prior to adoption of the Program. A participant will become immediately vested in the Program if he or she dies or becomes disabled while serving as a Director or Officer of the Company. The Board may waive the vesting requirement for a participant under circumstances it deems to be appropriate. If a Director or Officer terminates Board se ...