SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

                                                                 EXHIBIT 10.35.1

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         This Second Amendment to Employment Agreement (the "Second Amendment")
is made and entered into as of the 24 day of May, 1995 by and between Terence
F. McGuirk, an individual resident of the State of Georgia (hereinafter
referred to as "Employee"), and Turner Broadcasting System, Inc., a corporation
organized under the laws of the State of Georgia (hereinafter referred to as
the "Company");

                             W I T N E S S E T H:

         WHEREAS, Employee and the Company are parties to that certain
employment agreement of December 20, 1993, as amended as of January 26, 1994
(the "Employment Agreement");

         WHEREAS, the parties desire to enter into this Second Amendment to
amend the Employment Agreement so as to extend the term thereof;

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree to amend the Employment Agreement as follows:

         1.      Section 2 of the Employment Agreement is hereby deleted and
the following new Section 2 shall be substituted therefor:

         Section 2.  Term.  The Term shall commence on the date of this
Agreement and continue until the earlier to occur of the following: (a) the
date that is five (5) years after December 20, 1993; or (b) in the event
Employee's employment is terminated pursuant to Section 6 with an effective
date that is prior to the date set forth in (a), then the effective date of
such termination.  References in the Employment Agreement to the

"Four-Year Term" are hereby amended to the "Five-Year Term" and shall refer to
the period of time from the date of the Agreement to the date that is five (5)
years after December 20, 1993.

         2.      Schedule 3.2 of the Employment Agreement is hereby amended to
substitute the following for the "Salary" and "Bonus" provisions of Schedule
3.2:

         "Salary:

                 December 20, 1993 through December 19, 1994 - $855,000.00
                 December 20, 1994 through December 19, 1995 - $895,000.00
                 December 20, 1995 through December 19, 1996 - $940,000.00
                 December 20, 1996 through December 19, 1997 - $990,000.00
                 December 20, 1997 through December 19, 1998 - the greater of
                 $1,064,250.00, or $990,000.00 plus the greater of the rate of
                 increase in the Consumer Price Index for all urban consumers
                 for the year ended December 31, 1997 as determined by the U.S.
                 Department of Labor (U.S. City Average, with 1982 as the base
                 year), or the rate of increase for similarly situated
                 executives for the year ended December 31, 1997 as determined
                 in the American Compensation Association Survey, as provided
                 by Towers Perrin."

         "Bonus:

                 For the year ended December 31, 1994 - $645,000.00
                 For the year ended December 31, 1995 - $680,000.00
                 For the year ended December 31, 1996 - $715,000.00
                 For the year ended December 31, 1997 - $750,000.00
                 For the year ended December 31, 1998 - $808,830.00"

         3.      This Second Amendment shall be contingent upon the Company
granting to Employee the option to purchase 183,000 shares of the Company's
Class B Common Stock at an option price of $16.875 per share (the "Option
Grant") pursuant to the Turner Broadcasting System 1993 Stock Option and
Equity-Based Award Plan (the "Plan").  The Option Grant shall be contingent
only upon approval by the Company's Shareholders at the Annual Meeting of
Shareholders on June 9, 1995 of the proposal to approve an amendment to the
Plan (the "Plan Amendment").  The Option Grant shall

                                     -2-

provide for vesting of one-third of such options on December 19, 1996,
one-third on December 19, 1997 and one-third on December 19, 1998.
Notwithstanding anything herein or elsewhere to the contrary, in the event of
Employee's death or disability on or prior to approval of the Plan Amendment,
the salary, bonus and other benefits provided herein (other than the Option
Grant) shall become effective upon the date of Employee's death or disability;
and the Option Grant shall become effective upon the approval of the Plan
Amendment by the Company's shareholders.

         4.      Except as expressly amended hereby, the terms and conditions
of the Employment Agreement shall remain in full force and effect.

         5.      This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia.

         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written.

                                          TURNER BROADCASTING SYSTEM, INC.

                                          By: /s/ W. M. Shaw
                                              --------------------------------
                                          Its: Vice President - Administration
                                              --------------------------------

ATTEST: /s/  Steven W. Korn
        --------------------------------
NAME:   Steven W. Korn
        --------------------------------
TITLE:  Vice President & General Counsel
        --------------------------------

                                              EMPLOYEE

                                              /s/ Terence F. McGuirk           
                                              ----------------------------------
                                              Terence F. McGuirk

                                     -3- 

Basic Info:

Name: SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: Aug. 11, 1995
Company: TURNER BROADCASTING SYSTEM INC
State: Georgia

Other info:

Date:

  • May , 1995
  • January 26 , 1994
  • December 20 , 1993
  • December 19 , 1994
  • December 20 , 1994
  • December 19 , 1995
  • December 20 , 1995
  • December 20 , 1996
  • December 20 , 1997
  • December 31 , 1994
  • December 31 , 1995
  • December 31 , 1996
  • December 31 , 1997
  • December 31 , 1998
  • June 9 , 1995
  • December 19 , 1996
  • December 19 , 1997
  • December 19 , 1998

Organization:

  • Turner Broadcasting System , Inc.
  • U.S. Department of Labor U.S. City Average
  • American Compensation Association Survey
  • Turner Broadcasting System 1993 Stock Option
  • Annual Meeting of Shareholders
  • the State of Georgia

Money:

  • $ 855,000.00
  • $ 895,000.00
  • $ 940,000.00
  • $ 1,064,250.00
  • $ 990,000.00
  • $ 645,000.00
  • $ 680,000.00
  • $ 715,000.00
  • $ 750,000.00
  • $ 808,830.00
  • $ 16.875

Person:

  • W. M. Shaw
  • Steven W. Korn
  • Terence F. McGuirk