<PAGE>   1
                                                                   EXHIBIT 10.20

                           [TIMES MIRROR LETTERHEAD]

December 22, 1999

PERSONAL AND CONFIDENTIAL

Thomas Unterman
1451 Amalfi Drive
Pacific Palisades, CA 90272

Dear Tom:

This letter will confirm our previous discussions and shall constitute the
agreement ("Agreement") reached with you concerning the terms and conditions
under which your active status with The Times Mirror Company (the "Company")
will cease, and the benefits and payments which you will receive from the
Company during a leave of absence and upon the termination of your employment.
This Agreement and the benefits and payments described in it are conditioned
upon your execution of and compliance with the terms and conditions set forth in
this Agreement.

1.     Employment Status: Before the end of 1999, by executing a letter of
       resignation, you will relinquish the titles and duties of Executive Vice
       President and Chief Financial Officer, as well as any other positions you
       may hold within the Company, any of its subsidiaries and affiliates,
       including assignments to any committees, and any positions you may hold
       with other entities in which you are acting on behalf of the Company.
       Effective the close of business on December 27, 1999 (the "Effective
       Date") regardless of whether you become disabled prior to such date, your
       active employment with the Company will terminate and you will be placed
       on an unpaid leave of absence ("Leave of Absence"). Regardless of your
       employment with another employer, your employment with the Company, as
       well as the Leave of Absence, will terminate on the earlier of (i) the
       date you elect to terminate employment by providing written notice to
       either the Senior Vice President of Human Resources or the Secretary of
       Times Mirror or (ii) December 31, 2004 ("Termination Date").

2.     Special Payments for Consulting Services: (a) Provided you are available
       to provide the consulting assistance and special services to the
       Company's management as described in the attached memo from you dated
       October 4, 1999, or such other services as may be requested and agreed
       to, commencing in 2000, an amount of $50,000 (less appropriate
       withholdings) will be payable prior to December 31 of each year of your
       Leave of Absence. If your employment terminates before the end of the
       Leave of Absence or if you are no longer available to provide the
       consulting assistance and requested special services, these payments will
       cease.



<PAGE>   2

Thomas Unterman
December 22, 1999
Page 2

       (b) In lieu of paying these special payments to you in cash, each annual
       special payment of $50,000, less appropriate withholdings, will be
       credited to a special deferral account in the Times Mirror Company
       Deferred Compensation Plan for Executives as of October 1 of each year of
       the Leave of Absence. The balance in these special deferral accounts will
       be paid to you in accordance with your election to be completed by you
       when you execute this Agreement. Attached is an election form to be used
       for this purpose and your election will apply to all your special
       deferral accounts resulting from these special payments.

       (c) For purposes of Regulation S-K of the Securities Exchange Act of 1934
       ("Regulation S-K"), these special payments made to you under this
       Agreement shall be deemed to be severance payments and not salary or
       bonus.

3.     Annual Bonus Incentive Award: In consideration of the provisions of this
       Agreement, you and the Company agree that you will not receive any
       payment under the Company's 1999 bonus incentive plan, and you will cease
       participation in the Company's bonus incentive plans with respect to 2000
       and thereafter.

4.     (a) Payment: In consideration of the terms and provisions of this
       Agreement, you will receive a payment of $675,000. This amount will be
       paid and/or deferred as follows: $350,000, less appropriate withholdings,
       will be paid to you in cash in February, 2000 and $325,000, less
       appropriate withholdings, will be credited to a special deferral account
       under the Times Mirror Company Deferred Compensation Plan for Executives
       as of February 15, 2000. The balance of the special deferral account will
       be paid to you commencing in the January following your Termination Date
       in fifteen annual installments. For purposes of Regulation S-K, this
       special payment shall be deemed to be a severance payment and not bonus.

       (b) Matching Bonus Restricted Stock: You will be eligible to participate
       in the matching bonus restricted stock program relative to the payment
       described in paragraph 4(a). Provided you place on deposit shares of
       Times Mirror stock equal in value to 25% of the payment described in
       paragraph 4(a), you will receive an equal number of shares of matching
       bonus restricted stock. The restrictions on these shares will lapse in
       accordance with the terms of the matching bonus restricted stock program.

5.     Group Benefits: (a) While you are still actively employed, all group
       health care and group insurance benefits offered to active full-time
       employees to which you are currently entitled and/or enrolled will
       continue in accordance with your enrollment elections and the terms of
       the plans. While on your Leave of Absence, for a maximum period of one
       year, you will remain eligible for the Company's group insurance programs
       offered to active employees, except as noted below. Your contributions
       for these coverages will be at the same rate paid by active employees and
       since your Leave of Absence will be unpaid, you will be required to make
       your contributions for benefit coverages through direct payments to the
       Company. These coverages will cease at such time as you become eligible
       for coverage under another employer's group health care plans.



<PAGE>   3

Thomas Unterman
December 22, 1999
Page 3

       (b) As of the Effective Date, which is the date that your active
       employment terminates, your coverage under business travel and the short
       and long term disability programs will cease. You have the option to
       convert part of your business travel insurance to an individual policy,
       subject to established rules and plan limitations. In addition, as a
       participant in the long-term disability plan ("LTD"), you may convert
       part of your LTD coverage to a trust policy. If you apply for an LTD
       monthly benefit amount in excess of $4,000, you must complete a Statement
       Relating to Insurability form and a blood test will be required.
       Additional information regarding LTD conversion is attached for your
       reference. If you wish to take advantage of either or both of these
       conversion options, your application(s) must be received by the
       respective insurance carrier(s) within 31 days from the date your
       coverage terminates; otherwise, you will waive your right to convert.

       (c) Upon the earlier of the end of the first year of your Leave of
       Absence, the date you become eligible for other health care coverage or
       your Termination Date, all other employee benefit plan coverages,
       including but not limited to health care coverage as well as
       participation in the Tax-Saver HealthCare account, will cease. You have
       the option, subject to established rules and plan limitations, to convert
       all or part of your basic life and voluntary accidental death and
       dismemberment coverages to individual policies. If you wish to take
       advantage of this option, your application(s) must be received by the
       insurance carrier(s) within 31 days from the date your coverages
       terminate, otherwise you will waive your right to convert. Prudential
       will contact you directly concerning the portability and conversion
       options available under the Group Universal Life Insurance program. Our
       records indicate that you are not enrolled in the long-term care plan.

       (d) If you are covered under one of the Company-sponsored health care
       plans or if you participate in the Tax-Saver HealthCare account, upon
       termination of your health care coverage (at the earlier of the end of
       the first year of your Leave of Absence, the date you become eligible for
       other health care coverage or your Termination Date), you may elect to
       continue the coverage currently in effect for you and your covered
       dependents under the Consolidated Omnibus Budget Reconciliation Act
       (COBRA) as specified by that statute. COBRA coverage may be continued for
       up to 18 months (up to 29 months for any eligible individual who is
       disabled as determined by the Social Security Administration during the
       first 60 days of COBRA coverage -- this eleven-month extension is also
       available to nondisabled family members who are entitled to COBRA
       continuation coverage) or until the individual is covered, after COBRA is
       elected, under another group health plan with no pre-existing condition
       limitation affecting his or her coverage or is entitled to Medicare,
       whichever occurs first. The COBRA election notice and form will be mailed
       to you upon the termination of coverage. If you and/or your eligible
       dependents wish to elect COBRA continuation coverage, the completed
       election form must be returned to the Company within 60 days from the
       date the notice is sent or the date your coverage terminated, whichever
       is later. You are not automatically enrolled in COBRA coverage. In
       addition, you will be eligible for any conversion privileges available
       under the terms of any of the plans in which you are enrolled and/or
       participate. If you do not wish to extend health coverage under COBRA,
       you may, subject to established rules, convert your group medical



<PAGE>   4

Thomas Unterman
December 22, 1999
Page 4

       coverage to an individual policy without proof of good health. The
       converted policy may not provide the same coverage as the group plan. The
       levels of coverage may be less and an overall lifetime maximum benefit
       may apply. If you are interested in converting your group coverage to an
       individual policy, you must apply and pay your first premiums to the
       health care carrier within 31 days from the date coverage ceased.
       Application may be obtained directly from the carriers by contacting
       their member services department or, if you are covered under the Aetna
       plan, from the Company's employee benefits representative, If COBRA
       continuation coverage is elected for the medical coverage, and coverage
       ends because the maximum coverage period expires, you have another
       opportunity to covert to an individual policy during the 180-day period
       that ends on the expiration date.

       (e) Your participation in the Tax-Saver HealthCare account will cease
       upon the earlier of the end of the first year of your Leave of Absence,
       the date you become eligible for other health care coverage or your
       Termination Date. If you are enrolled in the Tax-Saver HealthCare Account
       when your coverage ceases, you may continue to access the account for
       expenses incurred before your participation ceases. You may only access
       the account for expenses incurred beyond that date if you continue to
       make the elected contributions through COBRA. Our records indicate that
       you have not enrolled in the Tax-Saver Dependent Care Account.

6.     Retirement Benefits: You are currently vested in your benefits earned
       under the Company's retirement plans, including the Times Mirror Pension
       Plan, Employee Stock Ownership Plan ("ESOP"), Savings Plus Plan and the
       Supplemental Executive Retirement Plan, (these plans are referred to
       collectively as the "Retirement Plans"). After the Effective Date, you
       will not accrue any further benefits under the Times Mirror Pension Plan
       and the Supplemental Executive Retirement Plan, nor will there be any
       further deferrals under the Savings Plus Plan. Your account balances
       under the ESOP and the Savings Plus Plan will remain invested in
       accordance with plan terms until they are distributed. After your
       Termination Date, you will be entitled to receive any vested accrued
       benefits under these Retirement Plans in accordance with the terms of the
       Retirement Plans and any elections you make under the Retirement Plans.
       Distributions under each Retirement Plan shall be made in accordance with
       the terms and procedures of each respective Retirement Plan based on your
       participation and vesting under the Retirement Plans.

7.     Stock Options: (a) You presently hold options to purchase shares of
       stock under the Times Mirror Company stock option plans (the "Option
       Plans"). Prior to and during your Leave of Absence, options will continue
       to vest in accordance with the grants and the terms of the Option Plans,
       and to the extent that options are vested and exercisable during your
       Leave of Absence, they may be exercised in accordance with the terms of
       the Option Plans. You will not be eligible for any future stock option
       grants.



<PAGE>   5

Thomas Unterman
December 22, 1999
Page 5

       (b) Management grants: For purposes of the Option Plans, as of your
       Termination Date, you will be considered an early retiree and the rules
       regarding the vesting and exercise of your stock options will be
       determined under the terms of the Option Plans. For options granted prior
       to 1998, a portion of your options which are not otherwise exercisable
       prior to your Termination Date may become exercisable in accordance with
       the formula set forth in the Option Plans based on your service since the
       grant date. To the extent that such options are vested and exercisable as
       of your Termination Date, they may be exercised in accordance with the
       terms of the Option Plans for a period of three years following your
       Termination Date or through the term of the option, depending upon the
       grant. Options not exercisable will be canceled on your Termination Date.
       Options granted after 1997 will continue to vest in accordance with their
       terms after your Termination Date and will be exercisable through the
       term of the options, provided your Termination Date is on or after the
       first anniversary of each respective grant date.

       (c) Specific details on your personal vesting, exercise rights, and
       procedures may be obtained from the Executive Compensation and Stock
       Benefits group of Human Resources at Times Mirror (213) 237-3973.

8.     Restricted Stock: During your Leave of Absence, restrictions will
       continue to lapse on your shares of restricted stock in accordance with
       the provisions of the restricted stock program. Upon your Termination
       Date, any shares of restricted stock still subject to restrictions will
       be canceled.

9.     Matching Bonus Restricted Stock: For purposes of applying the provisions
       of the matching bonus restricted stock program, you will be considered an
       early retiree. The restrictions on your shares of matching bonus
       restricted stock will lapse four years after the award provided you leave
       the appropriate number of your personal shares on deposit with the
       Company during that period. Upon the lapse of the restrictions, your
       personal shares will be returned to you and the matching bonus restricted
       stock will be issued to you with no restrictions.

10.    Deferred Compensation Plan: Any amounts you have deferred into the Times
       Mirror Company Deferred Compensation Plan for Executives will be paid to
       you in accordance with your prior elections.

11.    Other Perquisites and Benefits: All other perquisites and employee
       benefits and your participation in all other employee benefit programs
       not described herein will terminate on the Effective Date, except for
       your participation in the Times Mirror Matching Gifts Program which will
       cease as of your Termination Date unless you are considered a retiree
       under that program. The Company payment of dues to the California Club,
       as well as any other club dues including the Admiral's Club, and for
       various subscriptions will cease on the Effective Date. Further, you will
       repay the Company an amount of $6,000 which represents about one-half of
       the initiation fee in the California Club paid by the Company on your
       behalf.



<PAGE>   6

Thomas Unterman
December 22, 1999
Page 6

12.    Timing of Payments: The special payments to be made or deferred pursuant
       to this Agreement will be paid or deferred as specified in the Agreement
       only following your execution of this Agreement and the expiration of the
       seven (7) day revocation period (and provided you have not exercised any
       of your revocation rights) unless otherwise indicated in this Agreement.

13.    Withholding and Taxes: All payments required to be made by the Company
       hereunder shall be subject to any and all applicable withholdings,
       including any withholdings for any related federal, state or local taxes.
       You shall be responsible for any and all income taxes or other taxes
       incurred by you as a result of your receipt of any payments from the
       Company.

14.    Company Property: (a) Your privileges under all Company credit cards will
       cease on the Effective Date. On that date, you will return all such
       credit cards. The Company will prepare an accounting of your expense
       account and credit card balances as of that date. All business expenses
       through the Effective Date are to be submitted within 30 days of the
       Effective Date. The net amount due between you and the Company may be
       added to or subtracted from the payments described above if no other
       reimbursement method is used.

       (b) In addition, as of the Effective Date, you will return to the Company
       all property of the Company, including, without limitation, all
       equipment, tangible proprietary information documents, books, records,
       reports, contracts, lists, computer disks (or other computer-generated
       files or data), or copies thereof, created on any medium, prepared or
       obtained by you or the Company in the course of or incident to your
       employment with the Company.

15.    Confidentiality: You agree to keep the terms of this Agreement strictly
       confidential and you agree that you will not disclose its terms to anyone
       other than your legal or financial advisor(s), relevant taxing
       authorities, and appropriate family members, and except as required by
       law. Further, to the extent to which information contained in this
       Agreement is disclosed to any other person, you agree to obtain from them
       the promise not to disclose this information unless required to do so by
       law, a court or governmental authority. The Company agrees to keep the
       terms of this Agreement confidential except to the extent that disclosure
       of the terms is required in the ordinary course of business operations
       necessary or advisable to effect the terms of this Agreement or as
       required by relevant taxing authorities or as required by law.

16.    No Claims: You represent and warrant to the Company that you have not
       instituted any complaints, charges or other proceedings against the
       Company or any of its subsidiaries and affiliates with any governmental
       agency, any court, or any arbitration agency or tribunal, and that, as a
       condition of this Agreement, you hereby waive any right to recovery in
       any such action or proceeding if you should file at any time hereafter;
       provided, however, that this shall not limit you from instituting such
       proceedings as may be necessary for the sole purpose of enforcing your
       rights under this Agreement or your rights



<PAGE>   7

Thomas Unterman
December 22, 1999
Page 7

       to payment of benefits under any benefit plan sponsored by the Company in
       which you participated on the date of this Agreement.

17.    Company Information: (a) You acknowledge that in the course of your
       employment with the Company, certain factual and strategic information
       specifically related to the Company and its subsidiaries and affiliates
       has been disclosed to you in confidence which was for the use of the
       Company or any or all of its subsidiaries and affiliates ("Company
       Information"). You understand and agree that you (i) will keep such
       Company Information confidential at all times during and after your
       employment with the Company, (ii) will not disclose or communicate
       Company Information to any third party, and (iii) will not make use of
       Company Information on your own behalf, or on behalf of any third party;
       provided that this Agreement does not apply to information that becomes
       publicly available.

       (b) In view of the nature of your employment and the nature of Company
       Information which you received during the course of your employment, you
       agree that any unauthorized disclosure to third parties of Company
       Information or other violation, or threatened violation, of this
       Agreement would cause irreparable damage to the confidential status of
       Company Information and to the Company or any and all of its subsidiaries
       and affiliates, and that therefore, the Company shall be entitled to an
       injunction prohibiting you from any such disclosure, attempted
       disclosure, violation, or threatened violation. When specific Company
       Information becomes generally available to the public other than by your
       acts or omissions, it is no longer subject to restrictions in this
       paragraph. However, Company Information shall not be deemed to come under
       this exception merely because it is included within more general
       information which is or becomes generally available to the public. The
       undertaking set forth in this paragraph shall survive the termination of
       this Agreement.

18.    Director and Officer Liability Coverage: During your period of active
       employment as an officer of the Company, under the bylaws of the Company,
       you were covered under The Times Mirror Company's directors' and
       officers' liability coverage. This coverage will continue in effect with
       respect to the period of time during which you served as an officer of
       the Company and with respect to your actions related to your employment
       as an officer of the Company. In any event, the Company will indemnify
       you, in the manner and to the extent permitted by law, from any claims,
       demands, lawsuits, judgments and related expenses arising from your good
       faith performance as an officer of the Company during the period of your
       active employment with the Company.

19.    Restrictive Covenant: (a) During your employment with the Company, you
       have held high executive positions and responsibilities. As a result, you
       have had access to the means by which the Company's operating units and
       affiliates conduct their businesses, including, but not limited to, trade
       secrets, confidential information and future plans. The interests of the
       Company require that certain reasonable limitations be imposed upon the
       extent to which you may become employed by competitors of the Company.
       Accordingly, for the period represented by the special payments and Leave
       of Absence under this Agreement, and subject to the provisions of
       subparagraph (b) below, you agree that you shall not directly or



<PAGE>   8

Thomas Unterman                                         Includes change in
December 22, 1999                                       subparagraph 19(a)(iii)
Page 8 (as revised)                                     agreed to on l/10/2000

       indirectly, and whether as a principal, partner, officer, director,
       employee, consultant, venturer, agent or otherwise, alone or in
       association with any person, carry on, be engaged or take part in or
       render services to any entity or business which is engaged in competition
       with the Company or any of its subsidiaries and affiliates in any area in
       the United States or in any foreign country in which the Company or any
       such subsidiary or affiliate engages in business during the term of this
       Agreement. Included within the meaning of an indirect interest would be,
       by way of example only, an interest in a trust, corporation, venture, or
       partnership which in turn owns an interest in any such competitive
       business, or an interest in any such competitive business held through a
       nominee, agent, option or other device. The foregoing provisions do not
       apply to: (i) an investment in stock of any publicly held corporation if
       the market value of such investment when acquired does not exceed
       $1,000,000 or to any investment in a mutual fund; (ii) any investment
       held by TMCT Ventures, L.P. which the Company's representatives on the
       investment committee of TMCT Ventures, L.P. have voted to approve; or
       (iii) the holding of any interest in any Investment Company, as defined
       in subparagraph (c), below, acquired at a point in time when the Company
       or any of its subsidiaries or affiliates are not engaged in the business
       in which the Investment Company is engaged.

       (b) You further agree that you will not, until December 31, 2004, without
       the express prior written consent of the Chief Executive Officer of the
       Company, whether for your own account or for the account of any other
       person, directly or through an agent, (i) attempt to persuade any officer
       or employee of the Company or any of its subsidiaries or affiliates to
       leave such employment, or (ii) interfere with the relationship between
       the Company or any its subsidiaries or affiliates and any of their
       respective customers, vendors, suppliers or contractors.

       (c) The Company understands and agrees that you are or may be providing
       services or furnishing advice to (i) TMCT Ventures, L.P., (ii) TMCT II,
       LLC (the limited partner in TMCT Ventures, L.P.), (iii) Chandler Trust
       No. 1 or (iv) Chandler Trust No. 2 and the Company agrees that providing
       such services or furnishing such advice does not contravene any provision
       of this Agreement. However, you may also be providing services and
       furnishing advice to companies in which the entities described in
       subparagraphs (i) through (iv) have acquired or may acquire an interest
       or business relationship (the "Investment Company(s)"), and any such
       activities engaged in by you shall be subject to the provisions of
       paragraphs 17 and 19 of this Agreement.

       (d) It is understood by and between us that the promises made by you in
       this paragraph 19 are essential elements of our Agreement and that, but
       for your agreement to comply with such covenants, the Company would not
       have entered into this Agreement.

       (e) You may at any time consult with the Chief Executive Officer of the
       Company regarding any actions you intend to take, or transactions which
       you intend to engage, in order to avoid inadvertently breaching the
       provisions of paragraphs 17 or 19, or any other provision, of this
       Agreement.



<PAGE>   9

Thomas Unterman
December 22, 1999
Page 9

20.    Termination of Benefits: You agree that the benefits to be provided to
       you by the Company under this Agreement are subject to termination,
       reduction or cancellation in the event that you take any action or engage
       in any conduct in violation of this Agreement. The Company agrees to
       notify you if you are believed to be engaging in conduct in violation of
       this Agreement and provide you with a thirty-day grace period to cure
       your breach if it consists of an act that can be cured. Notwithstanding
       anything in this Agreement to the contrary, if you fail to cure such
       breach during such period or if the breach is not one that is susceptible
       of being cured, the benefits provided to you under this Agreement will be
       canceled, but only to the extent they are in addition to those benefits
       to which you would otherwise be entitled.

21.    Further Assurances: Each of the parties to this Agreement agrees that
       neither party shall, directly or indirectly, participate in or contribute
       to any discussion, or other publicity concerning or relating to the terms
       of this Agreement. Further, the parties agree that neither will make any
       statements, orally or in writing and directly or indirectly, that in any
       way would reflect negatively upon or be injurious to the reputation of
       the other party.

22.    Release: (a) In exchange for the additional benefits to be provided to
       you from the Company under this Agreement, you, on behalf of yourself,
       your heirs, executors, administrators and assigns, hereby waive, release,
       and forever discharge the Company, its shareholders, directors, officers,
       employees, successors and assigns completely from any and all claims,
       actions, rights, demands, liabilities and causes of any action of every
       kind and character, known or unknown, mature or unmatured, which you had
       or now have, arising from or relating to your active employment, your
       Leave of Absence, your termination of employment, or any act of the
       Company, or its directors, officers, and employees occurring up to and
       including the date of this release, including, but not limited to, any
       claim to reinstatement of, or future employment with, the Company, any
       claim for breach of contract or wrongful termination, any claim for
       additional salary, severance pay, or other compensation or employee,
       fringe or retiree benefits, any claim under the Employee Retirement
       Income Security Act of 1974, as amended, the Americans with Disabilities
       Act, as amended, or the Family and Medical Leave Act, as amended, and any
       claim based on tort, contract (expressed or implied), or any federal,
       state or local law, rule or regulation prohibiting employment
       discrimination, including, but not limited to, any claims of unlawful
       discrimination, any rights under the Age Discrimination in Employment Act
       of 1967, as amended by the Older Workers Benefit Protection Act ("Age
       Discrimination Act"), which prohibits age discrimination in employment,
       any rights under Title VII of the Civil Rights Act of 1964, which
       prohibits discrimination in employment based on race, color, national
       origin, religion, or sex, or any other claim, action, cause of action, or
       liability arising under any other federal, state, municipal, or local
       statute, law, ordinance, or regulation.

       (b) You also agree not to sue the Company or any of the other related
       parties or participate in a lawsuit or otherwise file or pursue a claim
       or initiate a proceeding of any sort on the basis of any claim of any
       type whatsoever in any way, directly or indirectly, arising out of



<PAGE>   10

Thomas Unterman
December 22, 1999
Page 10

       or related to your active employment, your Leave of Absence, or the
       termination of your employment, with the Company. You further acknowledge
       and agree in the event that you breach the provisions of the preceding
       sentence (i) the Company shall be entitled to apply for and receive an
       injunction to restrain any violation of said provision, (ii) the Company
       shall not be obliged to continue payment of enhanced benefits under the
       Agreement to you, (iii) you shall be obliged to pay to the Company its
       costs and expenses in enforcing this release and defending against such
       lawsuit (including court costs, expenses and reasonable legal fees), and
       (iv) you shall be obliged upon demand to repay to the Company all but
       $1,000 of the value of the benefits under this Agreement paid or provided
       to you, and the foregoing shall not affect the validity of this release.

       (c) This release does not release the Company from any obligation or
       claim for any amount payable under this Agreement or any employee benefit
       plan nor does it apply to any rights under the Age Discrimination Act
       which occur after the date this release is signed.

23.    Additional Waiver for California: In addition, you expressly waive and
       relinquish all rights and benefits afforded by Section 1542 of the
       California Civil Code, and do so understanding and acknowledging the
       significance of such specific waiver of Section 1542, which states as
       follows:

       A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
       KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
       RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
       SETTLEMENT WITH THE DEBTOR.

       Thus, notwithstanding the provisions of Section 1542, and for the purpose
       of implementing a full and complete release and discharge of the Company,
       you expressly acknowledge that this, Agreement is intended to include in
       its effect, without limitation, all claims which you do not know or
       suspect to exist in your favor at the time of execution of this
       Agreement, and that this Agreement contemplates the extinguishment of any
       such claim or claims.

24.    Revocation Period: (a) You acknowledge that you have been given a period
       of at least twenty-one (21) days to review and consider this Agreement
       before signing it. You further understand that you may use as much of the
       2l-day period as you wish before signing it. If you do not execute and
       deliver this Agreement to the Company within the time provided, none of
       the payments or benefits under this Agreement will be made by the Company
       to you and your employment will terminate as of December 27, 1999.

       (b) You also understand that you may revoke this Agreement within seven
       (7) days after signing this Agreement. Revocation may be made by
       delivering a written notice of revocation to me. For this revocation to
       be effective, I must receive written notice no later than the close of
       business on the seventh day after you have signed this Agreement.
       However, if you elect to revoke this Agreement, the rights and
       obligations of both you and the Company under this Agreement shall in all
       respects terminate, it will not be effective or enforceable, you will not
       receive the benefits and payments described in this Agreement, and your
       employment will terminate as of December 27, 1999.



<PAGE>   11

Thomas Unterman
December 22, 1999
Page 11

       (c) Provided that you have complied with all of the terms and conditions
       of this Agreement, and provided further that you have not exercised your
       revocation rights, it shall become effective on the day which immediately
       follows the expiration of the above seven day revocation period described
       in the preceding paragraph.

       (d) You acknowledge that in the event that you do not execute and deliver
       all the documents required by this Agreement or in the event that you
       revoke the required releases, you will be obligated to return, and you
       expressly agree that you will return upon demand of the Company, all
       payments made to you by the Company pursuant to this Agreement, and this
       obligation to return all such payments shall survive any such actions by
       you.

25.    Advice of Counsel: You represent and agree that you fully understand your
       right to discuss, and that the Company has advised you to discuss, all
       aspects of this Agreement with your private attorney, that you have
       carefully read and fully understand all of the provisions of this
       Agreement, and that you are voluntarily entering into this Agreement.

26.    Entire Agreement: This Agreement contains the entire agreement and
       understanding between you and the Company regarding your active
       employment, Leave of Absence, and termination of employment from the
       Company, and totally replaces any and all prior agreements, arrangements,
       representations, and understandings, written or oral, express or implied,
       including, without limitation, obligations under the Company's regular
       severance pay policy. Neither you nor the Company shall be bound or
       liable for any representation, promise or inducement not contained herein
       or therein. This Agreement cannot be amended, modified, supplemented or
       altered in a manner that would change the economic value of the
       Agreement, except by written amendment or supplement signed by you and
       the Company.

27.    Binding on Successors and Assigns: This Agreement shall inure to the
       benefit of and be binding upon the successors and assigns of the Company
       and shall inure to the benefit of and be binding upon your heirs,
       executors, administrators, successors and assigns. Should the Company
       merge or consolidate with another company or sell substantially all of
       its assets to another company or entity, this Agreement shall become an
       obligation of the surviving or acquiring company or entity,

28.    Severability: Should any provision of this Agreement be found, held,
       declared, determined, or deemed by any court of competent jurisdiction to
       be void, illegal, invalid or unenforceable under any applicable statute
       or controlling law, the legality, validity, and enforceability of the
       remaining provisions will not be affected and the illegal, invalid, or
       unenforceable provision will be deemed not to be a part of the Agreement.

29.    Arbitration: In exchange for the additional benefits to be provided to
       you under this Agreement, the parties hereto agree that any dispute,
       controversy or claim arising out of or relating to this Agreement or any
       payment required to be made hereunder or arising out of or in connection
       with your employment relationship with the Company shall be resolved



<PAGE>   12

Thomas Unterman
December 22, 1999
Page 12

       through final and binding arbitration as set forth below, and such
       arbitration shall be the sole and exclusive remedy for resolving any such
       claims or disputes. You understand that by agreeing to arbitration as an
       exclusive remedy, you are waiving any rights you may have to litigate
       your rights under this Agreement or in connection with your employment
       with the Company or any of its subsidiaries and affiliates in a court of
       law, including but not limited to, any right to a jury trial. This
       binding arbitration provided for under this Agreement with respect to
       this Agreement and your employment shall take place in California and be
       in compliance with and governed by the provisions of the National Rules
       for the Resolution of Employment Disputes of the American Arbitration
       Association.

30.    Governing Law: This Agreement shall be construed and interpreted in
       accordance with California law.

31.    Acknowledgment: You acknowledge and agree the release in this Agreement
       is an essential and material term of this Agreement and that if you do
       not agree to this release, you will not receive any of the benefits under
       this Agreement. Further, you recognize and agree that you are voluntarily
       signing this Agreement with the full knowledge and consent that, as a
       consequence thereof, arbitration is the sole and exclusive remedy for
       resolving any dispute, controversy or claim arising out of this Agreement
       or your employment relationship with the Company.

Please sign below and return this letter to me within 21 days to indicate your
agreement to these terms.


Sincerely,

/s/ MARK H. WILLES

Mark H. Willes
on behalf of the The Times Mirror Company


I have read the terms of this Agreement, including the waiver and release, and I
understand and agree to its provisions. I have been provided with a fully
executed copy of same. I understand that it contains a release of all known and
unknown claims and I voluntarily sign this Agreement.


  /s/ THOMAS UNTERMAN                       Date:  12/23/99
---------------------------                      -------------------------------
      Thomas Unterman

Attachments
       -      October 4, 1999 memo
       -      Special Deferral Election Form
       -      LTD conversion information