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SUN-TIMES MEDIA GROUP, INC.
KEY EMPLOYEE SEVERANCE PROGRAM
 PARTICIPATION AGREEMENT
     1. Termination
 a.
    
    Nothing in this Agreement shall limit or restrict the ability of the
Company to terminate the employment of Participant, and no contract of employment
is intended or created hereby or by Participants participation in the Program.
The employment of Participant may be terminated in any of the following ways: (i)
as a result of death or permanent disability of the Participant; (ii) by the
Company for Cause (as defined herein), (iii) by the Participant other than for
Good Reason (as defined herein), (iv) by the Company other than for Cause or as a
result of death or permanent disability (a Company Termination), or (v) by the
Participant for Good Reason (hereinafter defined) (a Good Reason Termination).
The payments and benefits provided for in this Agreement shall be made to
Participant only in the event of a Company Termination or a Good Reason
Termination.b.
    
    In the event of a Company Termination or a Good Reason Termination,
the terminating party shall be required to provide the other party with not less
than fourteen (14) calendar days advance written notice of termination. The
Company shall have the right, in its sole discretion, to require the Participant
to remain employed by the Company for a period of up to thirty (30) days following
notice of termination by either party, as a




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condition to Participants receipt of the payments and benefits provided hereunder.
 2. Payments and Benefits Upon Termination
 a.
    
    In the event of a Company Termination or a Good Reason Termination,
in either case (x) prior to and not in connection with a Change in Control (as
defined herein) or (y) following the twenty-four (24) month period following the
occurrence of any such Change in Control, the Participant shall receive the
following:
 1.
    
    A lump sum payment (payable within ten (10) days
of termination) for any accrued, unused vacation time, reduced by all
applicable tax withholding requirements.2.
    
    A lump sum payment (payable within ten (10) days
of termination) equal to the (A) higher of (i) fifty percent (50%), or
(ii) the percentage derived by taking the period of January 1 through
December 31 and calculating the number of days the Participant is
employed by the Company during the current calendar year (to the
termination date) on a percentage basis, multiplied by (B) the higher of
(x) twenty-five percent (25%) of Participants base salary, or (y) the
most recent annual bonus paid to Participant within the twelve month
period preceding the date of termination; and3.
    
    An amount equal to the Participants base salary
in effect on the date of termination, payable in twenty-six (26)
bi-weekly installments in the same manner that the Participants payroll
is currently handled, less all appropriate withholding amounts and
deductions; and4.
    
    Continuation of all then-current benefit programs
in which the Participant is entitled to participate on the date of
Participants termination of employment, subject only to Participants
continued premium contributions at the same level as on the date of
termination. In the event that Participant is precluded by the terms of
such programs or by law from participation following termination of
employment, the Company shall provide an equivalent benefit in the
manner it deems appropriate.
 b.
    
    In the event of a Change in Control, and the subsequent termination,
within twenty-four (24) months after the Change in Control, of Participants
services under this Agreement by the Company without Cause or by Participant for
Good Reason, the Participant shall receive:
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1.
    
    A lump sum payment (payable within ten (10) days
of termination) for any accrued, unused vacation time, reduced by all
applicable tax withholding requirements.2.
    
    A lump sum payment (payable within ten (10) days
of termination) equal to the (A) higher of (i) fifty percent (50%), or
(ii) the percentage derived by taking the period of January 1 through
December 31 and calculating the number of days the Participant is
employed by the Company during the current calendar year (to the
termination date) on a percentage basis, multiplied by (B) the higher of
(x) twenty-five percent (25%) of Participants base salary, or (y) the
most recent annual bonus paid to Participant within the twelve month
period preceding the date of termination; and3.
    
    An amount equal to the Participants base salary
in effect on the date of termination multiplied by two (2), payable in
fifty-two (52) bi-weekly installments in the same manner that the
Participants payroll is currently handled, less all appropriate
withholding amounts and deductions; and4.
    
    Continuation of all then-current benefit programs
in which the Participant is entitled to participate on the date of
Participants termination of employment, subject only to Participants
continued premium contributions at the same level as on the date of
termination. In the event that Participant is precluded by the terms of
such programs or by law from participation following termination of
employment, the Company shall provide an equivalent benefit in the
manner it deems appropriate.
 3. Definitions
 a.
    
    Cause shall mean (i) Participant engaging in intentional and
willful misconduct, including a breach of the Participants duty of loyalty to the
Company, to the detriment of the Company, or (ii) Participant being convicted of,
or plea of nolo contendereto, a crime involving fraud, dishonesty, inappropriate
moral standards, or violence.b.
    
    Good Reason shall mean the occurrence of both a Change of Control
andthe Participant experiencing (i) a material reduction in title, authority or
responsibilities, (ii) Participant being required to relocate more than fifty (50)
road miles from the office where Participant currently works, or (iii) the failure
of the Company to obtain an explicit undertaking from any successor to honor the
terms of this Severance Program. For a Good Reason Termination to be valid, the
affected Participant must give notice to the Company of the reasons giving rise to
the Good Reason and provide
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the Company ten (10) days to cure said Good Reason. In addition, the Company must
be notified of a Good Reason Termination within six (6) months of the effective
date of the action giving rise to the cause of the Good Reason.c.
    
    A Change in Control will be deemed to occur upon:
 1.
    
    the acquisition after the date of this Agreement
by any person (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)
(excluding for this purpose, (i) the Company or any subsidiary of the
Company or (ii) any employee benefit plan of the Company or of any
subsidiary of the Company or any person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such
plan which acquires after the date of this Agreement beneficial
ownership of voting securities of the Company, or (iii) RSM Richter Inc.
(Richter), in its capacity (but solely in its capacity) as (x)
interim receiver, receiver and manager of the assets, undertakings and
properties of Ravelston Corporation Limited (RCL) and
Ravelston Management Inc. (RMI) pursuant to the Receivership
Order of the Ontario Superior Court of Justice dated April 20, 2005, and
(y) monitor of RCL and RMI pursuant to the CCAA Initial Order of the
Ontario Superior Court of Justice dated April 20, 2005 (Richter, in its
capacities as interim receiver, receiver, manager and monitor pursuant
to the foregoing orders of the Ontario Superior Court of Justice, is
referred to as the Receiver), and any Person which as of April
20, 2005 was a direct or indirect subsidiary of RCL or RMI (a
Ravelston Subsidiary); provided, that each such Ravelston
Subsidiary shall only be deemed to be covered by this clause (iii) for
so long as (A) it is and remains a Ravelston Subsidiary, (B) Richter
remains Receiver, and (C) Richter, in its capacity as Receiver,
beneficially owns no more voting securities of the Company than were
beneficially owned by RCL and RMI on April 20, 2005) of beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Companys then
outstanding securities; provided, however, that no Change in Control
will be deemed to have occurred as a result of a change in ownership
percentage resulting solely from an acquisition of securities by the
Company; or2.
    
    the members of the Board as of the Effective Date
(collectively, Incumbent Directors) and any new directors
whose election by the Board or nomination by the Board for election by
the Companys stockholders was approved by a vote of a least two-
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thirds (2¤3) of the directors then still in office who
either are Incumbent Directors or whose election or nomination for
election was previously so approved (such new directors being referred
to as Successor Incumbent Directors) ceasing for any reason to
constitute at least a majority of the Board; or3.
    
    the adoption, enactment or effectiveness of any
action (including, without limitation, by resolution or by amendment to
the Companys charter or bylaws) that materially limits or diminishes
the power or authority of the Companys board of directors or any
committee thereof, if such action has not been approved by a vote of a
least two-thirds (2¤3) of the directors then still in
office who either are Incumbent Directors or Successor Incumbent
Directors; or4.
    
    the consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all
of the assets of the Company (a Business Combination), in each
case, unless, following such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of
outstanding voting securities of the Company immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
fifty percent (50%) of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors of the entity resulting from such Business Combination
(including, without limitation, an entity which, as a result of such
transaction, owns the Company, or all or substantially all of the
Companys assets, either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the outstanding voting securities
of the Company; or5.
    
    the shareholder approval of a complete
liquidation or dissolution of the Company.
 4. Information and Confidentiality
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5. Return of Company Property
 6. Release Exhibit A
 7. Acknowledgment; No Admission; Confidentiality
 a.
    
    Upon termination, Participant will represent and warrant to the
Company that: (a) he or she has no pending claims against the Company, STMG or any
of STMGs subsidiaries or affiliates with any municipal, state, federal or other
governmental or non-governmental entity; and (b) that Participant will not file
any claims with respect to any events occurring on or before the date of
termination. Participant will also acknowledge and agree that by entering into
this Agreement he or she may never make claim or demand upon or sue the Company,
STMG or any of STMGs subsidiaries or affiliates for any reason whatsoever
relating to anything that has happened through the date hereof.b.
    
    Both the Company and Participant acknowledge and agree that this
Agreement does not constitute, is not intended to be, and shall not be construed,
interpreted or treated in any respect as, an admission of liability or wrongdoing
by either party for any purpose whatsoever. Further, each of the Company and
Participant acknowledges and agrees that there has been no determination that
either party has violated any federal, state or local law, statute, ordinance,
guideline, regulation, order or common-law principle.c.
    
    Each of the Company and Participant agrees that the terms of this
Agreement shall be strictly confidential. Participant further agrees that he or
she will not disclose the terms of or the amount paid under this Agreement to any
other person or entity, other than his or her immediate family, attorney,
accountant and tax preparer, unless required by law to do so or expressly
authorized to do so in writing by the Company.
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8. Arbitration of Disputes; Payment of Expenses
 a.
    
    Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration proceedings
conducted in accordance with the commercial rules of the American Arbitration
Association (the AAA) as then in effect. The arbitrator shall be selected by
joint agreement of the Company and Participant, but if such agreement is not
reached within seven (7) days of the date of the request for arbitration, the
selection shall be made by the AAA in accordance with its commercial rules.
Judgment upon any award rendered by the arbitrator may be entered in any court
having jurisdiction. The costs and expenses of the arbitrator and all costs and
expenses of experts, attorneys, witnesses and other parties reasonably incurred by
the prevailing party shall be borne by the party that does not prevail in such
arbitration or in any court proceeding relating to enforcement of this Agreement.b.
    
    The existence and execution of this Agreement shall not be
considered, and shall not be admissible in any proceeding, as an admission by the
Company of any liability, error, violation or omission. Participant acknowledges
that nothing contained in this Agreement or any other agreement or instrument
delivered by the Company to Participant shall constitute an admission that the
Company is in any way liable to Participant or has in any way violated any law.
Participant further acknowledges that no precedent, practice, policy or usage
shall be established by this Agreement or the Companys offer of benefits herein.c.
    
    Each party will bear its own expenses incurred in the preparation,
review and approval of this Agreement, including, without limitation, legal,
accounting, tax advisory or other similar fees and expenses.
 9. Non-competition .
 a.
    
    During Participants employment with the Company and for a period of one (1)
year following his termination of employment with the Company for any or no reason,
Participant shall not provide services (directly or indirectly, as an owner, partner,
employee, officer, director, independent contractor, consultant, advisor or otherwise)
to the Tribune Company or any of its affiliates, regardless of whether such services
are provided with or without compensation. This prohibition shall apply in any market
served, as of the date of Participants termination and during the one (1) year period
thereafter, by any publication of any of the Companys affiliates or subsidiaries.
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b.
    
    Participant acknowledges that this Agreement is reasonable and necessary to
protect the legitimate interests of the Company and that any violation of this
Agreement may cause substantial and irreparable harm to the Company to such an extent
that monetary damages alone would be an inadequate remedy. Therefore, in the event
that Participant violates any provision of this Agreement, the Company shall be
entitled to seek an injunction and/or a temporary restraining order (without the
necessity of posting a bond or other security), in addition to all other remedies it
may have, to restrain Participant from violating or continuing to violate such
provision.c.
    
    If any provision of this Agreement is found invalid or unenforceable, then
such provision shall be deemed to be modified or restricted to the extent necessary to
render the same valid and enforceable, or shall be deemed excised from this Agreement,
as the case may require, and this Agreement, as so amended, shall be construed and
enforced to the maximum extent permitted by law.
 10. Non-solicitation
 11. Governing Law
 12. Consideration and Revocation
 13. Cooperation
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IN WITNESS WHEREOF
 SUN-TIMES MEDIA GROUP, INC.By:
    
    /s/Name:Title:/s/ Rick SurkamerRick Surkamer
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EXHIBIT A
 WAIVE RELEASE
 Release of Age Discrimination Claims et seq.
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