EXHIBIT 4.9


                                FOURTH AMENDMENT
                                ----------------

                                       OF
                                       --

                   WPIX INC. HOURLY EMPLOYEES' RETIREMENT PLAN
                   -------------------------------------------

                         (Effective as of July 1, 1991)



                  WHEREAS, WPIX Inc. (the "Company") maintains the WPIX Inc.
Hourly Employees' Retirement Plan (the "Plan"); and

                  WHEREAS, the Plan has been amended from time to time and
further amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, by virtue and in exercise of the authority
reserved to the Company by Section 10.1 of the Plan and delegated to the
undersigned by resolution of its Board of Directors, the Plan be and is hereby
further amended in the following particulars:

                  1. By substituting "Committee" for "Administrative Committee"
and "Investment Committee" wherever either of the latter two phrases appears in
the Plan (except in Paragraphs 1.1(a) and 1.1(o)) and by adding the following at
the end of Paragraphs 1.1(a) and 1.1(o), effective as of January 1, 1996:

                           "The Administrative Committee and the Investment
                           Committee have been combined into one Committee
                           which, as of January 1, 1996, is known as the




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                           Tribune Company Employee Benefits Committee and is
                           referred to herein as the Committee. The Committee
                           has all of the functions, duties, rights and
                           responsibilities formerly entrusted to the
                           Administrative and Investment Committees."

                  2.       By substituting the following for Paragraph 1.1(i) of
the Plan, effective as of January 1, 1997:

                  "(i)     Employee.  Any Leased Employee and any individual who
                           --------
                           is classified by the Company or a Related Company as
                           its common law employee for purposes of employment
                           taxes and wage withholding for Federal incomes taxes.
                           If an individual is not considered an Employee in
                           accordance with the preceding phrase for a Plan Year,
                           a subsequent determination by the Company or Related
                           Company, any governmental agency or court that the
                           individual is a common law employee of the Company or
                           Related Company, even if such determination is
                           applicable to prior years, will not have a
                           retroactive effect for purposes of eligibility to
                           participate in the Plan."

                  3.       By substituting the following for Paragraph 1.1(p) of
the Plan, effective as of January 1, 1997:

                  "(p)     Leased Employee.  Any person who is not otherwise an
                           ---------------
                           employee and who, pursuant to an agreement between
                           the Company and any other person (the `leasing
                           organization'), has performed services for the
                           Company, or for the Company and related persons
                           (determined in accordance with Section 414(n)(6) of
                           the Internal Revenue Code), under the primary
                           direction or control by the Company or such related
                           persons, on a substantially full time basis for a
                           period of at least one year; provided, that a person
                           shall not be treated as a Leased Employee for any

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                           Plan Year if: (i) during such Plan Year, such person
                           is covered by a money purchase pension plan
                           maintained by the leasing organization which provides
                           for immediate participation, full and immediate
                           vesting, and a nonintegrated employer contribution
                           rate of at least 10 percent of such Employee's
                           compensation (as defined in Section 414(n) of the
                           Internal Revenue Code), and (ii) leased employees
                           (determined without regard to this proviso) do not
                           constitute more than 20 percent of the Company's
                           nonhighly compensated workforce (as defined in
                           Section 414(n) of the Internal Revenue Code)."

                  4.       By deleting subparagraphs (y) and (z) of Section 1.1
rom the Plan, effective April 4, 1999.

                  5.       By adding the following at the end of Section 2.2 of
the Plan, effective as of December 12, 1994:


         "Notwithstanding any provision of the Plan to the contrary,
         contributions, benefits, and service credit with respect to qualified
         military service will be provided in accordance with Section 414(u) of
         the Internal Revenue Code."

                  6.       By substituting the following for Section 4.2 of the
Plan, effective April 4, 1999:

         "4.2     Allocation of Company Contributions
                  -----------------------------------

                  Company contributions under Section 3.1 above for each Plan
         Year shall be credited to the respective accounts of the Participants
         on whose behalf they are made as soon as practicable after such
         contributions are received by the Trustee, in accordance with rules
         established by the Committee. For purposes of allocating Company
         contributions to accounts, the Company contribution shall be considered
         allocated to

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         accounts as of the last day of the applicable Plan Year. For purposes
         of investing accounts in investment funds pursuant to Section 4.6,
         Company contributions shall be allocated to accounts as soon as
         practicable after they are received by the trustee in accordance with
         rules established by the Committee."

                  7.       By substituting the following for Section 4.3 of the
Plan, effective April 4, 1999:

         "4.3     Adjustment of Participants' Accounts
                  ------------------------------------

                  Each Participant's account shall be credited with his share of
         Company contributions as of the date such contributions are received by
         the Trustee or as soon thereafter as practicable and shall be charged
         with the amount of any distribution or other payment as of the date
         such distribution or payment is made or as soon thereafter as
         practicable. Each account shall be adjusted to reflect earnings,
         losses, appreciation and depreciation of the Investment Fund or Funds
         in which the account is invested, or as otherwise determined to
         reasonably reflect the investment of the account. Each account shall be
         adjusted to reflect changes in the Investment Funds in which such
         account is invested pursuant to Participant direction in accordance
         with Section 4.5. Any credit, charge or adjustment made pursuant to
         this Section shall be made in accordance with rules established by the
         Committee and applied to all Participants on a uniform and
         nondiscriminatory basis."

                  8.       By substituting the following for Section 4.4 of the
Plan, effective April 4, 1999:

         "4.4     Statement of Accounts
                  ---------------------

                  As soon as practicable after the end of a Plan Year, the
         Committee will provide each Participant with a statement reflecting the
         condition of his account under the Plan as of that date. The Committee
         in its discretion may decide to provide Participants with such
         statements at more frequent intervals. No Participant, except a person
         authorized by the Company or the Committee, shall have the right to
         inspect the records reflecting the account of any other Participant."

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                  9.       By substituting the following for the first sentence
of Section 5.4 of the Plan, effective April 4, 1999:


                  "If a Participant resigns or is dismissed from the employ of
         the Company and Related Companies before retirement or disability
         termination under Paragraph 5.1(a) or Paragraph 5.1(b), respectively,
         the amount available for distribution shall be determined in accordance
         with Section 5.6, except that the balance in the Participant's account
         (after all adjustments required under the Plan have been made) will be
         further adjusted by multiplying said balance by the Participant's
         `nonforfeitable percentage' at his Settlement Date."

                  10.      By substituting the following for Section 5.6 of the
Plan, effective April 4, 1999:

         "5.6     Amount Available for Distribution
                  ---------------------------------

                  The amount available for distribution to a Participant or his
         Beneficiary shall be the balance credited to the Participant's account
         (subject to any vesting-related reduction under Section 5.4) as of the
         date the distribution is made, as determined in accordance with rules
         established by the Committee."

                  11.      By substituting the following for Section 5.7 of the
plan, effective April 4, 1999:

         "5.7     Form of Distribution
                  --------------------

                  All distributions to a Participant or Beneficiary shall be
         made in cash; provided, that a Participant or Beneficiary may, upon
         request filed with the Committee in such manner and at such time as the
         Committee may determine, elect to receive all of those amounts credited
         to his accounts which are invested in the Company Stock Fund in whole
         shares of Company Stock."


                                      -5-

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                  12.      By substituting the following for Paragraph 5.8(b) of
the Plan, effective as of January 1, 1997:

                  "(b)     Payments to a Participant shall commence no later
                           than the April 1 of the calendar year next following
                           the later of the calendar year in which the
                           participant attains age 70 1/2 or the calendar year
                           in which his Settlement Date occurs ("required
                           commencement date"); provided, however, that the
                           required commencement date of a participant who is a
                           five percent owner (as defined in Section 416 of the
                           Internal Revenue Code) with respect to the Plan Year
                           ending in the calendar year in which he attains age
                           70 1/2 shall be April 1 of the next following
                           calendar year. Notwithstanding the foregoing, a
                           Participant in the Plan who attained age 70 1/2 on or
                           before December 31, 1999 may elect to commence
                           distribution of his benefits on the April next
                           following the calendar year in which he attains age
                           70 1/2 or to continue such distributions.
                           Notwithstanding any other provision of the Plan to
                           the contrary, all distributions hereunder shall be
                           made in accordance with the minimum distribution
                           requirements contained in Section 1.401(a)(9)-1, and
                           the minimum distribution incidental benefit
                           requirements contained in Section 1.401(a)(9)-2 of
                           the proposed Treasury Regulations, or in the
                           corresponding Sections of any final Treasury
                           Regulations issued under Section 401(a)(9) of the
                           Internal Revenue Code."

                  13.      By substituting the following for Paragraph 5.10(b)
of the Plan, effective as of January 1, 1999:

                  "(b)     Definition of Eligible Rollover Distribution.  An
                           --------------------------------------------
                           eligible rollover distribution is any distribution of
                           all or any portion of the balance to the credit of
                           the distributee, except that an eligible rollover


                                      -6-

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                           distribution does not include: any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Internal Revenue Code; any distribution that is a
                           hardship distribution (as described in Section
                           401(k)(2)(B)(i)(IV) of the Internal Revenue Code);
                           and that portion of any distribution that is not
                           includible in gross income."

                  14.      By substituting the following for Paragraph 9.1(a)(i)
of the Plan, effective as of January 1, 1995:


                           "(i)     $30,000 (or such greater amount as may be
                                    determined by the Commissioner of Internal
                                    Revenue for the calendar year which begins
                                    with or within that Plan Year), or"

                  15.      By substituting the following for Paragraph 9.1(c) of
the Plan, effective as of January 1, 1998:

                  "(c)     For purposes of this Section, the term "total
                           compensation" means the Participant's total
                           compensation for services rendered to the Employers
                           and Related Companies as an employee, determined in
                           accordance with Section 415(c)(3) of the Internal
                           Revenue Code, including earned income, wages,
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal
                           services actually rendered in the course of his
                           employment with an Employer or a Related
                           Company (including, but not limited to, commissions

                                      -7-

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                           paid to salesmen, compensation for services based on
                           a percentage of profits, commissions on insurance
                           premiums, tips, and bonuses, any elective deferral
                           (as defined in Section 402(g)(3) of the Internal
                           Revenue Code) and any amount contributed or deferred
                           by the Employers or Related Companies at the
                           Participant's election which is excludable from
                           income under Section 125 of the Internal Revenue
                           Code); provided that a Participant's total
                           compensation taken into account for any Plan Year
                           shall be limited to $160,000 or such greater amount
                           as may be determined by the Commissioner of Internal
                           Revenue for that year under Section 401(a)(17) of the
                           Internal Revenue Code. Notwithstanding the previous
                           sentence, a Participant's Total Compensation shall
                           not include the following:

                           (i)      except as provided above, employer
                                    contributions to a plan of deferred
                                    compensation which are not includible in the
                                    Participant's gross income for the taxable
                                    year in which contributed, employer
                                    contributions to a simplified employee
                                    pension plan to the extent such
                                    contributions are deductible by the
                                    Participant, or any distributions from a
                                    deferred compensation plan;

                           (ii)     amounts realized from the exercise of a
                                    non-qualified stock option or when
                                    restricted stock or property held by the
                                    Participant becomes freely transferable or
                                    is no longer subject to a substantial risk
                                    of forfeiture;

                           (iii)    amounts realized from the sale, exchange, or
                                    other disposition of stock acquired under a
                                    qualified stock option;

                           (iv)     any other amounts which received special tax
                                    benefits, or contributions made by the


                                      -8-

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                                    Participant (whether or not pursuant to a
                                    salary reduction agreement) towards the
                                    purchase of an annuity described in Section
                                    403(b) of the Internal Revenue Code (whether
                                    or not such amounts are actually excludible
                                    from the Participant's gross income); or

                           (v)      any amounts required to be excluded under
                                    Section 415 of the Internal Revenue Code and
                                    the regulations thereunder."

                  16.      By adding the following at the end of Paragraph
9.1(d) of the Plan, effective January 1, 2000:

         "The provisions of this Paragraph 9.1(d) shall not be effective for any
          Plan Year beginning after December 31, 1999."

                  17.      By adding the following Supplement A to the Plan,
effective April 4, 1999:

                                  "SUPPLEMENT A
                                       TO
                           WPIX INC. HOURLY EMPLOYEES'
                                 RETIREMENT PLAN

                            Salary Reduction Amounts


                  A-1.     Purpose.  The purpose of this Supplement A is to
                           -------
         the WPIX Inc. Hourly Employees' Retirement Plan to elect to contribute
         amounts (`Salary Reduction Amounts') to the Plan on a pre-tax basis
         under Section 401(k) of the Internal Revenue Code.

                  A-2.     Effective Date.  This Supplement A is effective on or
                           --------------
         about April 4, 1999 for amounts paid after such date, in accordance
         with rules established by the Committee.


                                      -9-

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                  A-3. Salary Reduction Amounts. Each Participant may elect, in
                       ------------------------
         such manner as the Committee may determine, to have an amount which is
         not more than the lesser of 15% of the Participant's Compensation or
         $10,000 (as adjusted for years after 1999 for cost-of-living increases
         under Internal Revenue Code Section 402(g)(5)) contributed by the
         Company on a before-tax basis. The amount so elected and contributed
         shall be called the `Salary Reduction Amount' and shall be applied to
         reduce such Participant's Compensation (except for purposes of the Plan
         such as determining the actual amount of the reduction and the Company
         contribution under Section 3.1 of the Plan) for the period with respect
         to which such contribution is made. A new Participant may make his
         initial election under this Paragraph A-3 at such time and in such
         manner as the Committee may establish, and shall be effective as of his
         applicable date under Section 2.1 or as of such other date as the
         Committee shall determine in accordance with rules established by the
         Committee and applied on a uniform basis to all similarly situated
         Participants. A Participant whose election under this Paragraph A-3 is
         already in effect may elect to increase or decrease the rate of his
         Salary Reduction Amount contributions (including an election to suspend
         or resume such contributions), within the limitations specified above,
         as of such date as the Committee shall determine in accordance with
         rules established by the Committee and applied on a uniform basis to
         all similarly situated Participants. Should the Committee at any time
         determine that the Salary Reduction Amount elected by a Participant
         exceeds the limitations found in Paragraph A-5 hereof, any excess (and
         any earnings allocable thereto) shall be distributed to him in cash as
         soon as practicable after such excess is discovered, but in no event
         later than the December 31 following the close of the Plan Year in
         which such excess Salary Reduction Amount relates.

                  A-4. Payment and Allocation of Salary Reduction Amounts.
                       ---------------------------------------------------
         Amounts by which a Participant's Compensation is reduced as a Salary
         Reduction Amount for any calendar month shall be paid to the Trustee as
         soon as practicable thereafter, but no later than the 15th business day
         of the next following month. The Committee shall establish a `Salary
         Reduction Account' on behalf of each participant who elects to have
         Salary Reduction Amounts contributed to the plan on his behalf. Salary
         Reduction Accounts shall be invested as provided in Sections 4.5 and
         4.6 of the Plan.

                  A-5.     Limitations Applicable to Highly Compensated
                           --------------------------------------------
                           Employees.
                           ---------

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                  (a)      If the contributions that would be made under
                           Paragraph A-3 on behalf of any Highly Compensated
                           Employees would exceed the limitation for any Plan
                           Year under paragraph (c) below, the Salary Reduction
                           Amounts elected by such Highly Compensated Employees
                           shall be reduced as provided in paragraph (c).

                  (b)      For the purposes of this Paragraph A-5:

                           (i)      the term `Highly Compensated Employee' means
                                    any current or former employee who:

                                    (A)     was a five percent or greater owner
                                            of the Company or any Related
                                            Company during the current or
                                            immediately preceding Plan Year; or

                                    (B)     received Annual Compensation of more
                                            than $80,000 (or such greater amount
                                            as may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from the Company or
                                            any Related Company during the
                                            immediately preceding Plan Year and
                                            was in the top-paid 20 percent of
                                            employees.

                           (ii)     The term `Average Deferral Percentage' of a
                                    group of Participants for a Plan Year means
                                    the average of the deferral ratios
                                    (determined separately for each
                                    Participant in such group) of (1) to (2),
                                    where (1) equals the Salary Reduction
                                    Amounts elected by and contributed on behalf
                                    of such Participant for such Plan Year, and
                                    (2) equals the Participant's Annual
                                    Compensation for such Plan Year.

                                      -11-


<PAGE>

                           (iii)    The term `Annual Compensation' means, with
                                    respect to any Participant for any Plan
                                    Year, his total compensation (as defined in
                                    Paragraph 9.1(c) of the Plan).

                  (c)      The Average Deferral Percentage of the Highly
                           Compensated Employees for any Plan Year may not
                           exceed the greater of:

                           (i)      the Average Deferral Percentage of all other
                                    Participants for the Plan Year multiplied by
                                    1.25; or

                           (ii)     the Average Deferral Percentage of all other
                                    Participants for the Plan Year multiplied by
                                    2.0; provided that the Average Deferral
                                    Percentage of the Highly Compensated
                                    Employees for the Plan Year does not exceed
                                    that of all other Participants for the Plan
                                    Year by more than two percentage points.

                           The Committee may, from time to time, monitor the
                           Participants' Salary Reduction Amounts to determine
                           whether the foregoing limitation will be satisfied
                           and, to the extent necessary to ensure compliance
                           with such limitation, may reduce, on a pro rata
                           basis, the applicable percentage of future
                           Compensation to be withheld for the Highly
                           Compensated Employees. If for a Plan Year the Salary
                           Reduction Amounts made on behalf of Highly
                           Compensated Employees exceed the foregoing
                           limitation, the Committee shall refund the excess
                           Salary Reduction Amounts made on behalf of Highly
                           Compensated Employees in order of the largest amounts
                           to the extent necessary to meet the foregoing
                           limitation. Any such excess Salary Reduction Amount
                           (and the earnings thereon) shall be refunded in cash
                           as soon as practicable after such excess is
                           discovered, but in no event later than the December
                           31 following the close of the Plan Year. The trust
                           earnings allocable to such excess Salary Reduction
                           Amounts shall be determined by the


                                      -12-


<PAGE>

                           Committee taking into account the time at which the
                           Amounts were contributed to the Plan, the Investment
                           Funds in which the Amounts were invested, and the
                           time at which the excess is distributed in accordance
                           with reasonable and uniform rules applied to all
                           similarly situated Participants. If a Highly
                           Compensated Employee who must receive a refund of an
                           excess Salary Reduction Amount also contributed for
                           the same plan year a Salary Reduction Amount in
                           excess of $10,000 (as adjusted for cost-of-living
                           increases), the distributions of such excess amounts
                           shall be coordinated in accordance with Treasury
                           Regulations Section 1.401(k)-1(f)(5)(i).

                  A-6. Adjustment of Salary Reduction Account. Each
                       --------------------------------------
         Participant's Salary Reduction Account shall be adjusted in accordance
         with this Paragraph A-6, pursuant to rules established by the Committee
         on a uniform basis. Salary Reduction Amounts shall be credited to
         accounts as soon as practicable after they are received by the Trustee.
         Distributions shall be charged to accounts on or as soon as practicable
         after the date distribution is made. Each Account shall be adjusted to
         reflect the investment gains and losses of the Investment Funds in
         which the Account is invested pursuant to subsection 4.6.

                  A-7.     Vesting.  A Participant shall always be fully vested
                           -------
         in and have a non-forfeitable right to his Salary Reduction Account.

                  A-8.     Distribution.  Except as provided in Paragraph A-9,
                           ------------
         a Participant's Salary Reduction Account shall be distributed after the
         Participant's Settlement Date in accordance with Section 5 of the Plan.

                  A-9.     Hardship Withdrawals.
                           --------------------

                  (a)      Subject to the approval of the Committee, a
                           Participant may request a withdrawal of any part of
                           his Salary Reduction Account in the event of
                           financial hardship; provided, that the amount of
                           any such withdrawal from his Salary Reduction
                           Account may not exceed the sum of the previously
                           contributed Salary Reduction Amounts.  A withdrawal
                           requested under this Paragraph shall be permitted by
                           the

                                      -13-

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                           Committee only if, in the determination of the
                           Committee, such withdrawal is necessary in light of
                           immediate and heavy financial needs of the
                           Participant occasioned by one of the following:

                           (i)      expenses for medical care previously
                                    incurred by the Participant, the
                                    Participant's spouse or dependents or
                                    expenses necessary for the person to obtain
                                    medical care;

                           (ii)     costs directly related to the purchase of a
                                    principal residence for the Participant
                                    (excluding mortgage payments);

                           (iii)    payment of tuition, related educational
                                    fees, and room and board expenses, for the
                                    next 12 months of post-secondary education
                                    for the Participant, or the Participant's
                                    spouse, children or dependents;

                           (iv)     payments necessary to prevent the eviction
                                    of the Participant from the Participant's
                                    principal residence or foreclosure on the
                                    mortgage on that residence.

                           The amount deemed required to meet an immediate and
                           heavy financial need of a Participant shall include
                           any amounts necessary to pay any federal, state or
                           local income taxes or penalties reasonably
                           anticipated to result from the withdrawal. A
                           withdrawal shall not be permitted by the Committee to
                           the extent that the amount requested exceeds the
                           amount determined by the Committee as being required
                           to meet the Participant's immediate financial need
                           created by the hardship. Only one withdrawal pursuant
                           to this Paragraph may be made by a Participant during
                           any Plan Year. If a Participant makes a withdrawal
                           from his Salary Reduction Account pursuant to this
                           Paragraph, he shall not be eligible to have Salary
                           Reduction Amounts


                                      -14-


<page>

                           contributed on his behalf to the Plan or any other
                           deferred compensation plan maintained by an Employer
                           for a period of one year following the date of such
                           withdrawal, and his Salary Reduction Amounts for the
                           calendar year next following the calendar year in
                           which occurred the withdrawal may not exceed an
                           amount equal to the excess of the amount determined
                           under the first sentence of Paragraph A-3 for that
                           year over his Salary Reduction Amounts for the
                           calendar year of the withdrawal. A withdrawal from a
                           Participant's Transfer Account pursuant to this
                           Paragraph may not exceed $50,000, or such other
                           amount as may be determined by the Committee on a
                           nondiscriminatory basis.

                  (b)      A request for a withdrawal under this Paragraph shall
                           be submitted in writing signed by the Participant or
                           his legal representative, shall describe fully the
                           circumstances which are deemed to justify the payment
                           and the amounts necessary to alleviate the hardship,
                           and shall be accompanied by such other documentation
                           as may be requested by the Committee.  The
                           Committee may require as a condition of any
                           withdrawal the Participant's written and signed
                           representation that the immediate and heavy financial
                           need cannot reasonably be relieved (without thereby
                           increasing the amount of the need) through
                           reimbursement or compensation by insurance or
                           otherwise, by liquidation of the Participant's
                           assets, by cessation of Salary Reduction Amounts
                           under the Plan, or by other distributions or
                           nontaxable (when made) loans from employee benefit
                           plans maintained by the Employers and Related
                           Companies, or by borrowing from commercial sources on
                           reasonable commercial terms in an amount sufficient
                           to satisfy the need.  Any decision made by the
                           Committee pursuant to this Paragraph shall be final,
                           conclusive, and binding upon the Participant.

                                      -15-

<PAGE>

                  A-10. Use of Terms. All terms and provisions of the Plan shall
                        ------------
         apply to this Supplement A, except that where the terms and provisions
         of the trust and this Supplement A conflict, the terms and provisions
         of this Supplement A shall govern."



                                      -16-