Exhibit 10.12

                                 TRIBUNE COMPANY

                   1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

               (As Amended and Restated Effective January 1, 2000)

                                    ARTICLE I
                                     GENERAL

1.1       Purpose. The purpose of the 1995 Nonemployee Director Stock Option
Plan (the "Plan") is to increase the stock ownership of nonemployee directors of
Tribune Company, a Delaware corporation (the "Company"), to further align their
interests with those of the Company's other stockholders and to foster and
promote the long-term financial success of the Company by attracting and
retaining outstanding nonemployee directors by enabling them to participate in
the Company's growth through automatic, nondiscretionary grants of Options (as
defined in Article II).

1.1       Participation. Only directors of the Company who at the time a grant
is made are not employees of the Company or any subsidiary of the Company
("Directors") shall receive grants under the Plan.

1.2       Shares Subject to the Plan. Shares of stock covered by grants under
the Plan may be in whole or in part authorized and unissued or treasury shares
of the Company's common stock or such other shares as may be substituted
pursuant to Section 3.2 ("Common Stock"). The maximum number of shares of Common
Stock which may be issued for all purposes under the Plan shall be 400,000*
(subject to adjustment pursuant to Section 3.2). Any shares of Common Stock
subject to an Option which for any reason is cancelled or terminated, without
having been exercised, shall again be available for grants under the Plan.


                                   ARTICLE II
                                  STOCK OPTIONS

2.1       Grant of Stock Options. Effective on the date of each annual meeting
of the stockholders of the Company at which Directors are elected ("Annual
Meeting") commencing with the Annual Meeting in 1995, each Director in office on
adjournment of said meeting will automatically be awarded a non-qualified stock
option (an "Option") under the Plan to purchase 4,000* (subject to adjustment
pursuant to Section 3.2) shares of Common Stock. The Options are not intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended.

2.2       Stock Option Certificates.  The grant of an Option shall be evidenced
by a Notice of Grant and Terms Sheet executed by an officer of the Company.

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* Number of share available and size of annual grants have been adjusted to
  reflect 2 for 1 stock splits in January, 1997 and September, 1999.

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2.3       Option Price. The purchase price of Common Stock under each Option
(the "Option Price") granted shall be the Fair Market Value of the Common Stock
as of the date of the Annual Meeting.

2.4       Exercise and Term of Options.

          (a) Options may be exercised by the delivery of written notice of
exercise and the Option Price for the shares to be purchased to the Corporate
Secretary of the Company. The Option Price shall be paid in cash (including
check, bank draft or money order) or, unless in the opinion of counsel to the
Company to do so may result in a possible violation of law, by delivery of
Common Stock already owned by the Director for at least six months valued at
Fair Market Value on the date of exercise. As soon as practicable after receipt
of each notice and full payment, the Company shall deliver to the Director a
certificate or certificates representing the acquired shares of Common Stock.

          (b) Each Option shall become exercisable beginning six months and one
day after the date it is granted and may be exercised at any time until (subject
to Section 3.1) the first to occur of the tenth anniversary of the date such
Option was granted or the third anniversary of the date the Director ceases to
be a Director (whether by death, disability, retirement or resignation). In the
event of the death of a former Director prior to the exercise of any Options
which were then exercisable, such Options may be exercised as provided in
Section 3.1 until the third anniversary of the date the former Director ceased
to be a Director; provided, that Options not exercisable on the day a person
ceases to be a Director for any reason shall be cancelled.


                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

3.1       Nontransferability; Beneficiaries. Options granted under the Plan
shall generally be nontransferable by the Director otherwise than by will or, if
the Director dies intestate, by the laws of descent and distribution. All grants
shall be exercisable during the Director's lifetime only by the Director or his
personal representative. Notwithstanding the foregoing, at the discretion of the
Board of Directors or the Governance and Compensation Committee (if it qualifies
under Rule 16b-3 as a nonemployee director committee), an Option granted under
the Plan may be transferable to members of the Director's immediate family or
trusts or family partnerships for the benefit of such persons, subject to such
terms and conditions as may be established by the Board of Directors or the
Committee. In the event of a Director's death prior to the exercise of any
Options which were then exercisable, such Options may be exercised by the
Director's beneficiary, designated as provided below, or, in the absence of any
such designation, the Director's estate for the period indicated in Section
2.4(b) above. Each Director may name, from time to time, any beneficiary or
beneficiaries (who may be named contingently or successively) who may exercise
such Options and receive such certificates. Each designation will revoke all
prior designations by such Director, and will be effective only when filed by
the Director during the Director's lifetime with the Corporate Secretary.

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3.2       Adjustments Upon Certain Changes. If any of the events described in
Sections 13.1 and 13.2 of the Company's 1997 Incentive Compensation Plan shall
occur, the number of shares authorized by the Plan, the number of Option shares
to be awarded under Section 2.1, the number of shares covered by Outstanding
Options and the Option Prices specified therein shall be automatically adjusted
on the same basis to give the proper effect to such change so as to prevent the
dilution or enlargement of rights under Options. In the event fractional shares
would otherwise result from any such adjustment, the number of shares so
authorized and covered and the Option Prices thereof shall be further adjusted
so as to eliminate such fractions.

3.3       Amendment, Suspension and Termination of Plan. The Board of Directors
may suspend or terminate the Plan or any portion thereof at any time and may
amend it from time to time in such respects as the Board of Directors may deem
advisable in order that any grants thereunder shall conform to or otherwise
reflect any change in applicable laws or regulations, or to permit the Company
or the Directors to enjoy the benefits of any change in applicable laws or
regulations, or in any other respect the Board of Directors may deem to be in
the best interests of the Company; provided, however, that no such amendment
shall, without stockholder approval to the extent required by law, agreement or
the rules of any exchange upon which the Common Stock is listed (a) except as
provided in Section 3.2, materially increase the number of shares of Common
Stock which may be issued under the Plan, (b) materially modify the requirements
as to eligibility for participation in the Plan, or (c) materially increase the
benefits accruing to Directors under the Plan. No such amendment, suspension, or
termination shall impair the rights of Directors under any outstanding Options
without the consent of the Directors affected thereby.

3.4       Definition of Fair Market Value. The term "Fair Market Value" unless
otherwise required by any applicable provision of the Code or any regulations
issued thereunder shall mean, as of any date, the closing price of the Common
Stock as reported on the New York Stock Exchange Composite Transactions List (or
such other consolidated transaction reporting system on which the Common Stock
is primarily traded) for such day, or if the Common Stock was not traded on such
day, then the next preceding day on which the stock was traded, all as reported
by such source as the Board of Directors may select. If the Common Stock is not
readily tradeable on a national securities exchange or other market system, its
Fair Market Value shall be set under procedures established by the Board of
Directors on the advice of an investment advisor.

3.5       Plan Not Exclusive.  The adoption of the Plan shall not preclude the
adoption by appropriate means of any other stock option or other incentive plan
for Directors.

3.6       Listing, Registration and Legal Compliance. Each Option shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification thereof or of any
shares of Common Stock or other property subject thereto upon any securities
exchange or under any foreign, federal or state securities or other law or
regulation, or the consent or approval of any governmental body or the taking of
any other action to comply with or otherwise with respect to any such law or
regulation, is necessary or desirable as a condition to or in connection with
the grant of such Option or the issue, delivery or purchase of shares of Common
Stock or other property thereunder, no such Option may be

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exercised unless such listing, registration, qualification, consent, approval or
other action shall have been effected or obtained free of any conditions not
acceptable to the Company and the holder of the Option will supply the Company
with such certificates, representations and information as the Company shall
request and shall otherwise cooperate with the Company in effecting or obtaining
such listing, registration, qualification, consent, approval or other action.
The Company may at any time impose any limitations upon the exercise, of any
Option which, in the opinion of the Board of Directors, are necessary or
desirable in order to cause the Plan or any other plan of the Company to comply
with Rule 16b-3. If the Company, as part of an offering of securities or
otherwise, finds it desirable because of foreign, federal or state legal or
regulatory requirements to reduce the period during which Options may be
exercised, the Board of Directors may, without the holders' consent, so reduce
such period on not less than 15 days' written notice to the holders thereof.

3.7       Rights of Directors. Nothing in the Plan shall confer upon any
Director any right to serve as a Director for a period of time or to continue
his present or any other rate of compensation.

3.8       Requirements of Law; Governing Law. The granting of Options and the
issuance of shares of Common Stock shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of the
State of Delaware.

3.9       Change in Control. In the event of a change in control of the Company
(as defined in Article XII of the Company's 1997 Incentive Compensation Plan),
all outstanding Options granted prior to the change in control shall be fully
vested and immediately exercisable in their entirety.

3.10      Effective Date. The Plan shall, subject to the approval of the holders
of a majority of the votes of all shares present, or represented, and entitled
to be cast on the matter at the 1995 Annual Meeting, be deemed effective as of
such Annual Meeting. No grants shall be made hereunder after May 31, 2005.

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