**Exhibit10.7**

**TribuneCompany**

**TransitionalCompensation Plan for Executive Employees**

Tribune Company, byresolution of its Board of Directors, adopted the Tribune Company TransitionalCompensation Plan for Executive Employees (the “Plan”) on December 9, 1985, toattract and retain executives of outstanding competence and to provideadditional assurance that they will remain with Tribune Company and itssubsidiaries on a long-term basis. The following provisions constitute anamendment and restatement of the Plan effective as of July 19, 2006.

1.                                       **Participation. **Any full-time, key executiveemployee of Tribune Company or of any of its subsidiaries shall be eligible toparticipate in the Plan in one of three separate tiers, if at the time hisemployment terminates he has been designated by the Committee as being coveredby the Plan within a specific tier, and such designation has not been revoked;provided, however, that no revocation of such designation shall be effective ifmade: (a) on the day of, or within 36 months after, occurrence of a “Change inControl,” as such term is hereinafter defined; or (b) prior to a Change inControl, but at the request of any third party participating in or causing theChange in Control; or (c) otherwise in connection with or in anticipation of aChange in Control.

For the purposes of the Plan, the term “subsidiary” shall mean anycorporation, more than 50 percent of the outstanding, voting stock in which isowned by Tribune Company or by a subsidiary.

2.                                       **Administration. **The Plan shall be administered by theCompensation & Organization Committee of the Board of Directors of TribuneCompany (the “Committee”) or by a successor committee. The Committee shall havethe authority to make rules and regulations governing the administration of thePlan, to designate executive employees to be covered by the Plan, to revokesuch designations, and to make all other determinations or decisions, and totake such actions, as may be necessary or advisable for the administration ofthe Plan. The Committee’s determinations need not be uniform, and may be madeselectively among eligible employees, whether or not they are similarlysituated.

3.                                       **Eligibility for Transitional Compensation. **An executive who is a Participant in thePlan shall be eligible to receive transitional compensation, in the amounts andat the times described in paragraph 5, if:

(a)                                  His employment with the Company and allof its subsidiaries is terminated:

(i)                                     Onthe day of, or within 36 months (24 months in the case of Tier II Participantsand 18 months in the case of Tier III Participants) after, occurrence of a “Changein Control,” as such term is hereinafter defined;

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(ii)                                  Priorto a Change in Control, but at the request of any third party participating inor causing the Change in Control; or

(iii)                               Otherwise in connectionwith or in anticipation of a Change in Control; and

(b)           The Participant’s termination ofemployment was not:

(i)                                     Onaccount of his death;

(ii)                                  On account of a physical or mentalcondition that would entitle him to long-term disability benefits under theTribune Company Long Term Disability Plan, as then in effect (whether or not heis actually a Participant in such plan);

(iii)                               For conduct involvingdishonesty or willful misconduct which, in either case, is detrimental in asignificant way to the business of Tribune Company or any of its subsidiaries;or

(iv)                              Onaccount of the employee’s voluntary resignation; provided that a resignationshall not be considered to be “voluntary” for the purposes of the Plan in thefollowing situations: (x) if the resignation by Tribune Company’s Chairman& Chief Executive Officer or a Participant designated as a Tier IParticipant as of December 13, 1994, occurs during the 30-day periodimmediately following the first anniversary of the Change in Control (i.e.,this provision is not available for Tier II or Tier III Participants or otherTier I Participants); or (y) if the resignation occurs under the circumstancesdescribed in paragraph 14(a) of the Plan; or (z) if, subsequent to the Changein Control and prior to such resignation, there has been a reduction in thenature or scope of the Participant’s authority or duties, a reduction in theParticipant’s compensation or benefits or a change in the city in which he isrequired to perform his duties.

4.                                       **Change in Control. **For the purposes of the Plan, a “Changein Control” shall mean:

(a)                                  The acquisition, other than from TribuneCompany, by any person, entity, or “group” (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)),excluding for this purpose the Company, the Robert R. McCormick TribuneFoundation, the Cantigny Foundation,  (orany charitable trust, foundation, organization, or similar entity or entitiessucceeding to one or both of those Foundations or any substantial part thereof)and any employee benefit plan or trust of Tribune Company or its subsidiaries,of beneficial ownership (within the 

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meaning of Rule13d-3 promulgated under the Exchange Act) of 20 percent or more of eitherthe then outstanding shares of common stock or the combined voting power ofTribune Company’s then outstanding voting securities entitled to vote generallyin the election of directors;

(b)                                 Individualswho, as of January 1, 2005, constitute the Board of Directors of TribuneCompany (as of January 1, 2005 the “Incumbent Board” and, generally, the “Board”) cease for any reason****to constitute at least a majority of the Board, providedthat any person becoming a director subsequent to the date hereof whoseelection, or nomination for election, by the shareholders of Tribune Companywas approved by a vote of at least a majority of the directors then comprisingthe Incumbent Board (other than an election or nomination of an individualwhose initial assumption of office is in connection with an actual orthreatened election contest relating to the election of the members of theBoard of Tribune Company, as such terms are used in Rule 14a-11 ofRegulation 14A promulgated under the Exchange Act) shall be considered asthough such person were a member of the Incumbent Board; or

(c)                                  Consummationof a reorganization, merger, consolidation or other transaction  involving Tribune Company, in each case, withrespect to which persons who were the shareholders of Tribune Companyimmediately prior to such reorganization, merger, consolidation or othertransaction do not, immediately thereafter, own, directly or indirectly, 50% ormore of the combined voting power of the then outstanding securities entitled tovote generally in the election of directors of the reorganized, merged orconsolidated company, or a liquidation or dissolution of Tribune Company, orthe sale of all or substantially all of the assets of Tribune Company.

**5.****                                      Amountand Payment of Transitional Compensation. **A Participant who is eligible for transitional compensation shallreceive:

(a)                                  Subjectto paragraph 6, a lump-sum cash payment, payable within 30 calendar days afterthe date on which his employment terminates, in an amount equal to the sum of:

(i)                                     ForTier I Participants, three (3) multiplied by the sum of (x) the Participant’shighest annual rate of Base Salary in effect within the three years prior to orupon the effective date of termination and (y) two hundred percent (200%) ofthe Participant’s target bonus payable for the year in which the Change inControl occurs under the Tribune Company Incentive Compensation Plan (AsAmended and Restated Effective May 12, 2004), as now or hereafter amended, orany replacement or successor plan;

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(ii)                                  ForTier II Participants, two (2) multiplied by the sum of (x) the Participant’shighest annual rate of Base Salary in effect within the three years prior to orupon the effective date of termination and (y) two hundred percent (200%) ofthe Participant’s target bonus payable for the year in which the Change inControl occurs under the Tribune Company Incentive Compensation Plan (As Amended and Restated Effective May 12,2004), as now or hereafter amended, or any replacement or successor plan; or

(iii)                               For Tier III Participants, one (1) multiplied by the sum of (x) the Participant’shighest annual rate of Base Salary in effect within the three years prior to orupon the effective date of termination and (y) one hundred percent (100%) ofthe Participant’s target bonus payable for the year in which the Change inControl occurs under the Tribune Company Incentive Compensation Plan (As Amended and Restated Effective May 12,2004), as now or hereafter amended, or any replacement or successor plan;

(b)                                 Outplacementservices at a qualified agency selected by Tribune Company; and

(c)                                  Continuation of coverage under hisemployer’s group medical, group life, and group long-term disabilityplans, if any, and under any policy or policies of “split dollar” life insurancemaintained by his employer, until the earliest to occur of:

(i)                                     Theexpiration of 36 months for Tier I Participants, the expiration of 24 monthsfor Tier II Participants and the expiration of 12 months for Tier IIIParticipants, from the date on which his employment terminates; or

(ii)                                  Thedate on which he obtains comparable coverage provided by a new employer.

For purposes of thisparagraph 5, a Participant’s annual rate of base salary shall be determinedprior to any reduction for deferred compensation, “401(k)” plan contributions,and similar items, provided that any reduction in a Participant’s annual rateof salary, group insurance or split dollar coverage, occurring within 36 monthsafter a Change in Control shall be disregarded, and the payments and coverageunder this paragraph shall be governed by the annual salary, group insuranceand split dollar coverage, provided to such Participant immediately prior tosuch reduction.

6.                                       **Certain Distributions**. Notwithstanding any provision of thePlan to the contrary, a Participant who is a “specified employee” as defined inSection 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)

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may not receive adistribution under the Plan prior to the date which is 6 months after the dateof the Participant’s termination of employment, or, if earlier, the date ofdeath of the Participant.

7.                                       **Taxes. **If, for any reason, any part or all of the amounts payable to a TierI or Tier II Participant pursuant to the Plan (or otherwise, if such amountsare paid by Tribune Company or any of its subsidiaries in connection with aChange in Control) are deemed to be “excess parachute payments” within themeaning of Section 280G(b)(1) of the Code , Tribune Company shall pay to such Participant, in addition to anyother amounts that he may be entitled to receive pursuant to the Plan, anamount which, after all federal, state, and local taxes (of whatever kind)imposed on the Participant with respect to such amount are subtractedtherefrom, is equal to the excise taxes imposed on such excess parachutepayments pursuant to Section 4999 of the Code.

8.                                       **No Funding of Transitional Compensation.**  Nothing herein contained shall require or bedeemed to require Tribune Company or a subsidiary to segregate, earmark, orotherwise set aside any funds or other assets to provide for any paymentsrequired to be made hereunder, and the rights of a terminating Participant totransitional compensation hereunder shall be solely those of a general,unsecured creditor of Tribune Company. However, Tribune Company may, in itsdiscretion, deposit cash or property, or both, equal in value to all or aportion of the amounts anticipated to be payable hereunder for any or allParticipants into a trust, the assets of which are to be distributed at suchtimes as are provided for in the Plan; provided that such assets shall besubject at all times to the rights of Tribune Company’s general creditors.

9.                                       **Death.** In the event of a Participant’s death, any amount or benefit payable ordistributable to him pursuant to paragraph 5(a) and paragraph 7 shall be paidto the beneficiary designated by such Participant for such purpose in the lastwritten instrument received by the Committee prior to the Participant’s death,if any, otherwise, to the Participant’s estate.

10.                                 **Rights in the Event of Dispute**.  If a claim or dispute arises concerning therights of a Participant or beneficiary to benefits under the Plan, regardlessof the party by whom such claim or dispute is initiated, Tribune Company shall,upon presentation of appropriate vouchers, pay all legal expenses, includingreasonable attorneys’ fees, court costs, and ordinary and necessary out-of-pocketcosts of attorneys, billed to and payable by the Participant or by anyoneclaiming under or through the Participant (such person being hereinafterreferred to as the Participant’s “claimant”), in connection with the bringing,prosecuting, defending, litigating, negotiating, or settling such claim ordispute; provided that:

(a)                                  The Participant or the Participant’sclaimant shall repay to Tribune Company any such expenses theretofore paid oradvanced by Tribune Company if and to the extent that the party disputing theParticipant’s 

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rights obtains a judgment in its favor from a court ofcompetent jurisdiction from which no appeal may be taken, whether because thetime to do so has expired or otherwise, and it is determined that such expenseswere not incurred by the Participant or the Participant’s claimant while actingin good faith; provided further that

(b)                                 In the case of any claim or disputeinitiated by a Participant or the Participant’s claimant, such claim shall bemade, or notice of such dispute given, with specific reference to theprovisions of this Plan, to the Committee within one year after the occurrenceof the event giving rise to such claim or dispute.

11.                                 **Amendment or Termination. **Subject to Section 409A of the Code,****the Board of Directors of Tribune Company reserves theright to amend, modify, suspend, or terminate the Plan at any time; providedthat:

(a)                                  Withoutthe consent of the Participant, no such amendment, modification, suspension, ortermination shall reduce or diminish his right to receive any payment orbenefit which becomes due and payable under the Plan as then in effect byreason of his termination of employment prior to the date on which suchamendment, modification, suspension, or termination becomes effective; and

(b)                                 Nosuch amendment, modification, suspension, or termination which has the effectof reducing or diminishing the right of any Participant to receive any paymentor benefit under the Plan will become effective prior to the expiration of the36 consecutive month period commencing on the date of a Change in Control, ifsuch amendment, modification, suspension, or termination was effected: (i) onthe day of or subsequent to the Change in Control; (ii) prior to the Change inControl, but at the request of any third party participating in or causing theChange in Control; or (iii) otherwise in connection with or in anticipation ofa Change in Control.

12.                                 **No Obligation to Mitigate Damages. **In the event a Participant becomeseligible to receive benefits hereunder, the Participant shall have noobligation to seek other employment in an effort to mitigate damages. To theextent a Participant shall accept other employment after his termination ofemployment, the compensation and benefits received from such employment shallnot reduce any compensation and benefits due under this Plan, except asprovided in paragraph 5(c).

13.                                 **Other Benefits. **The benefits provided under the Planshall, except to the extent otherwise specifically provided herein, be inaddition to, and not in derogation or diminution of, any benefits that aParticipant or his beneficiary may be entitled to receive under any other planor program now or hereafter maintained by Tribune Company or by any of itssubsidiaries.

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14.           **Successors.**

(a)                                  Tribune Company will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation, or otherwise)to all or substantially all of the business and/or assets of Tribune Company,to expressly assume and agree to perform Tribune Company’s obligations underthis Plan in the same manner and to the same extent that Tribune Company wouldbe required to perform them if no such succession had taken place unless, inthe opinion of legal counsel mutually acceptable to a majority of theParticipants, such obligations have been assumed by the successor as a matterof law. Failure of Tribune Company to obtain such agreement prior to theeffectiveness of any such succession (unless the foregoing opinion is renderedto the Participants) shall entitle each Participant to terminate his employmentand to receive the payments provided for in paragraphs 5 and 7 above. As usedin this Plan, “Tribune Company” shall mean such company, as presentlyconstituted, and any successor to its business and/or assets which executes anddelivers the agreement provided for in this paragraph 14 or which otherwisebecomes bound by all the terms and provisions of the Plan as a matter of law.

(b)                                 AParticipant’s rights under this Plan shall inure to the benefit of, and shallbe enforceable by, the Participant’s legal representative or other successorsin interest, but shall not otherwise be assignable or transferable.

15.                                 **Notices**.  Any notices referred to herein shall be inwriting and shall be sufficient if delivered in person or sent by U.S.registered or certified mail to the Participant at his address on file with hisemployer (or to such other address as the Participant shall specify by notice),or to Tribune Company at 435 North Michigan Avenue, Chicago, Illinois 60611,Attention: Compensation & Organization Committee.

16.                                 **Waiver.** Any waiver of any breach of any of the provisions of the Plan shall notoperate as a waiver of any other breach of such provisions or any otherprovisions, nor shall any failure to enforce any provision of the Plan operateas a waiver of any party’s right to enforce such provision or any otherprovision.

17.                                 **Severability**.  If any provision of the Plan or theapplication thereof is held invalid or unenforceable by a court of competentjurisdiction, the invalidity or unenforceability thereof shall not affect anyother provisions or applications of this Plan which can be given effect withoutthe invalid or unenforceable provision or application.

18.                                 **Governing Law.** The validity,interpretation, construction, and performance of the Plan shall be governed bythe laws of the state of Illinois.

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19.                                 **Headings.** The headings and paragraphdesignations of the Plan are included solely for convenience of reference andshall in no event be construed to effect or modify any provisions of the Plan.

20.                                 **Gender and Number.**In the Planwhere the context admits, words in any gender shall include the other gender,words in the plural shall include the singular, and words in the singular shallinclude the plural.

INWITNESS WHEREOF, the Tribune Company Employee Benefits Committee has caused theforegoing to be executed on behalf of Tribune Company by the undersigned dulyauthorized Chairman of the Committee as of the 19th day of July, 2006.
|        |   | TRIBUNE COMPANY                                          |
|--------|--------|----------------------------------------------------------|
|   |   |                                                     |
|   |   |                                                     |
|   | By:    | /s/ Donald C. Grenesko                                   |   |
|   |   | Chairman of Tribune Company  Employee Benefits Committee |

 

 

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