CONFORMED COPY
 SUN-TIMES MEDIA GROUP, INC.
KEY EMPLOYEE SEVERANCE PROGRAM
 PARTICIPATION AGREEMENT
 Effective Date STMG
  Company KESP
  Termination
 Company Termination Good Reason Termination




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Payments and Benefits Upon Termination
 Severance Benefits
         2




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Exceptions to Receiving Severance Benefits Due to New Employment or Offer of
Employment not
 CIC Purchaser
  Single Trigger Accelerated Vesting Section 409A
 Definitions
 Cause nolo contendere
 3




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Good Reason
 Change in Control
  Exchange Act
 Business Combination
 4




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Company Business Combination
 Other Company
 Severance Benefits
 Vesting CIC
   5




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Subsection (2) Event
   Other Company Business Combination
 6




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Information and Confidentiality
 Return of Company Property
 Release
 Exhibit A
 Exhibit A
 Acknowledgment; No Admission; Confidentiality
  7




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Arbitration of Disputes; Payment of Expenses
 AAA
 .
 8




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Non-solicitation
 Governing Law
 Consideration and Revocation
 Cooperation
 Term
 Beneficiary
 9




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Section 409A
  Specified Employee
  Successors
 10




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Entire Agreement and Binding Effect
 Execution in Counterparts
  11




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IN WITNESS WHEREOF
 SUN-TIMES MEDIA GROUP, INC.By:
    /s/ James D. McDonoughName:
    James D. McDonoughTitle:
    Vice President /s/ B. Richard SurkamerB. Richard Surkamer 12




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WAIVE RELEASE Company Group
 Release of Age Discrimination Claims et seq.
 (a)
    
    your waiver of rights under this release is knowing and voluntary and in
compliance with the Older Workers Benefit Protection Act of 1990 (OWBPA);(b)
    
    you understand the terms of this release;(c)
    
    the consideration provided in Section 2 or 3 (as applicable) of the KESP
Participation Agreement represents consideration over and above that to which you
otherwise would be entitled, that the consideration would not have been provided had
you not signed this Release, and that the consideration is in exchange for the signing
of this Release;(d)
    
    the Company is hereby advising you in writing to consult with your attorney
prior to executing this Release;
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(e)
    
    the Company is giving you a period of twenty-one days1 within which
to consider this Release;(f)
    
    following your execution of this Release you have seven days in which to revoke
this Release by written notice. To be effective, the revocation must be made in
writing and delivered to and received by Sun-Times Media Group, Inc., 350 North Orleans
Street, 10-South, Chicago, Illinois 60654, Attention: General Counsel, no later than
4:00 p.m. on the seventh day after you execute this Release. An attempted revocation
not actually received by the General Counsel before the revocation deadline will not be
effective; and(g)
    
    this Release and the consideration to you under the KESP Participation
Agreement shall be void and of no force and effect if you choose to so revoke, and if
you choose not to so revoke this Release and the consideration to you under the KESP
Participation Agreement shall then become fully effective.
   B. Richard SurkamerDate: 
 1
    
    In the event of a group termination, this period to be
45 days. 14