AMENDED AND RESTATED
1991 STOCK OPTION PLAN
CAPITAL CITIES/ABC, INC
APRIL 23, 1996
The purposes of the 1991 Stock Option Plan (the "Plan") of Capital Cities/ABC, Inc. (the "Corporation") are to
provide a greater community of interest between the Corporation's shareholders and its key employees, to
facilitate the purchase by such employees of shares of stock in the Corporation, to encourage such employees to
remain in the employ of the Corporation and to assist the Corporation in retaining the services of its key
2. Stock to be Offered.
The shares that may be issued under the Plan shall not exceed 500,000 shares of the Corporation's common
stock, $1.00 par value ("Common Stock"), subject to adjustment under the provisions of Section 8. Such shares
may be authorized but unissued shares or treasury shares, as the Board of Directors of the Corporation (the
"Board of Directors") may from time to time determine. Shares reserved under an option which for any reason
expires or is terminated, in whole or in part, shall again be available for the purposes of the Plan.
All previous reservations of shares of Common Stock for issuance pursuant to the Corporation's Employee
Stock Option Plan, to the extent not required for issuance upon the exercise of outstanding and unexercised
options as of the date this Plan is adopted, are hereby terminated and cancelled.
Options may be granted to any key employee (including officers) of the Corporation or of any of its subsidiary
corporations (as that term is defined in Section 7).
The Plan shall be administered by the Corporation's Compensation Committee (the "Committee"); provided,
however, that the Board of Directors of the Corporation, in its discretion, may appoint another and different
committee to administer the Plan.
The Committee, subject to the express provisions of the Plan, shall have authority, in its sole discretion, to
determine the individuals who shall receive stock op