<PAGE>   1
                                                                    EXHIBIT 10.2

April 7, 2000  (revised)


Kathryn M. Downing


Dear Kathryn:

                       EMPLOYMENT AND SEVERANCE AGREEMENT

The Times Mirror Company ("Times Mirror") has entered into an agreement dated as
of March 13, 2000 with Tribune Company ("Tribune") under which Times Mirror will
merge into Tribune (the "Merger Agreement") and on the date of the completion of
the merger ("Effective Date"), Times Mirror will cease to exist as a corporate
entity. If, as provided below, your employment continues beyond the Effective
Date, you will be employed by Tribune or the Times Mirror subsidiary or division
by which you are now employed that will then be owned by Tribune. This agreement
(the "Agreement"), which is effective as of the date hereof, will set forth (i)
the terms of your employment; (ii) the enhanced severance benefits that you will
receive if your employment is terminated under the terms of, and within the
Severance Protection Period as defined in, the Severance Attachment to this
Agreement; (iii) certain compensation and benefits as set forth in the Certain
Compensation and Benefits attachment; and (iv) certain employee benefits to
which you are entitled as set forth in the Certain Employee Benefits attachment.

However, it is important that Times Mirror and Tribune retain your services as a
key employee in accordance with the terms and conditions contained in this
Agreement to ensure the continuing and orderly conduct of business affairs.

1.  Continued Service.

    (a) Subject to the provisions of paragraph 1 (d) of this Agreement, Times
        Mirror agrees to continue your employment and you agree to remain in
        your present position on the terms contained in this Agreement. Your
        active employment status will not be terminated prior to the Effective
        Date for any reason other than as set forth in paragraph 1 (d), and you
        will remain an employee until, and termination will become effective on,
        the day after the Effective Date to enable you to receive the benefits
        set forth in this Agreement.

    (b) This Agreement and all the obligations of Times Mirror to you hereunder
        will terminate if and at such time as Times Mirror informs you in
        writing that the


<PAGE>   2
Kathryn M. Downing
April 7, 2000  (revised)
Page 2

        merger with Tribune will not take place. In the event of such
        termination, you will remain in the employ of Times Mirror, or its
        division or subsidiary, under those terms and conditions which presently
        apply to your employment.

    (c) Upon the Effective Date, this Agreement and all the obligations of Times
        Mirror hereunder, shall be assigned to and assumed by Tribune.

    (d) All rights and obligations of any party to this Agreement, including but
        not limited to, those set forth in any Attachment to this Agreement
        (except to the extent you are fully vested in or otherwise entitled to
        any employee benefit after the termination of your employment in
        accordance with the terms of the relevant benefit plan), will terminate
        immediately in the event (i) you voluntarily resign from your position
        prior to the Effective Date for any reason which is not within the terms
        of paragraph (b) of the Severance Attachment or (ii) you are terminated
        for cause. For the purpose of this Agreement, "cause" shall mean any
        material breach of your obligations to Times Mirror or Tribune, the
        commission by you of any criminal act (except for traffic or any other
        minor offences), or any act of dishonesty or abuse of office.

2.  Duties and Benefits.

    (a) While you are employed under the terms of this Agreement during the
        Severance Protection Period:

        (i) You will continue to serve as a key employee and continue to fully
            perform those functions, duties and responsibilities which are
            assigned to you as of the date of this Agreement or which may
            reasonably be assigned to you in the future;

        (ii) There shall be no change in your salary or bonus opportunity and no
            change in the employee benefit programs or perquisites in which you
            now participate except to the extent that any such changes are
            permitted under the provisions of Section 6.1 (p) of the Merger
            Agreement, a copy of which section of said agreement is attached to
            this Agreement, or are determined by Tribune after the Effective
            Date. As of the Effective Date, the terms of your employment with
            Tribune will be subject to the provisions of Section 6.9 of the
            Merger Agreement, a copy of which section of said agreement is
            attached to this Agreement. However, your employment shall remain
            subject to the terms set forth in the Severance Attachment and in
            the event of any conflict between the terms of Section 6.9 of the
            Merger Agreement and the provisions of the Severance Attachment, the
            provisions of the Severance Attachment shall at all times control.


<PAGE>   3
Kathryn M. Downing
April 7, 2000  (revised)
Page 3


    (b) After the Effective Date, you will be entitled to a bonus incentive
        award under the Executive Incentive Plan at the time and in accordance
        with the terms of the attachment to this Agreement entitled "Certain
        Compensation and Benefits".

3.  Enhanced Severance Benefits. You will be entitled to receive the enhanced
    severance benefits upon the satisfaction of certain conditions precedent as
    set forth in the Severance Attachment to this Agreement. In order for you to
    be eligible to receive these enhanced severance benefits, the following
    conditions must be satisfied: (i) the merger of Times Mirror into Tribune
    must be completed; and either (ii) your employment must be terminated by
    Times Mirror or Tribune at any time after the date of this Agreement and
    prior to the end of the Severance Protection Period; or (iii) you
    voluntarily terminate your employment after the Effective Date for any
    reason as provided in the provisions of the Severance Attachment. Upon the
    satisfaction of said conditions precedent, you will receive the enhanced
    severance benefits set forth in the Severance Attachment to this Agreement
    in a lump sum payment within 30 days after the later of your termination of
    employment or the Effective Date. However, (i) in the event that the merger
    of Times Mirror into Tribune is completed but your employment is not
    terminated in the manner set forth above within the Severance Protection
    Period as defined in the Severance Attachment, or (ii) your employment is
    terminated under the provisions of paragraph 1 (d), you will not receive the
    enhanced severance benefits.

4.  Stock Options and Restricted Stock. The provisions relating to any Times
    Mirror stock options or restricted stock, if any, are set forth in the
    attachment to this Agreement entitled "Certain Compensation and Benefits".

5.  Certain Employee Benefits. Certain other employee benefits for which you are
    eligible and in which you are, or on the Effective Date will be, vested or
    otherwise are entitled to receive are set forth in the Attachment to this
    Agreement entitled "Certain Employee Benefits". You will be entitled to
    receive such certain employee benefits in accordance with their respective
    terms and provisions. However, if this Agreement is terminated under the
    provisions of paragraphs 1 (b) or 1 (d), you will be entitled to receive
    only those Certain Employee Benefits in which you are vested or would
    otherwise be entitled to receive in accordance with the terms and provisions
    of said benefit plans.

6.  Taxes and other Withholding. Except as provided in the Severance Attachment
    with respect to payments to compensate you for any applicable excise taxes,
    all payments made to you under this Agreement shall be subject to any and
    all applicable withholdings, including all withholdings for any related
    federal, state or local taxes. You shall be solely responsible for any and
    all income taxes incurred by you as a result of your receipt of any payment
    contemplated or described in this Agreement. Subject to limitations imposed
    by Times Mirror employee benefit plans, these payments may also be reduced
    by any withholdings, contributions or deductions previously authorized by
    you.


<PAGE>   4
Kathryn M. Downing
April 7, 2000  (revised)
Page 4


7.  Death. In the event of your death, when amounts or benefits owed to you by
    Times Mirror or Tribune under this Agreement or any attachments to this
    Agreement remain unpaid or unreceived, any such amount or benefit shall be
    paid to your surviving spouse or, if said spouse does not survive you, to
    your estate, in accordance with the provisions of this Agreement and in
    accordance with the terms of any applicable employee benefit plan.

8.  Company Information. You acknowledge that in the course of your employment
    with Times Mirror and/or Tribune, certain information has been disclosed to
    you in confidence that was for the use of Times Mirror and/or Tribune or any
    of their respective subsidiaries or affiliates ("Company Information"). You
    understand and agree that unless such Company Information is placed into the
    public domain by a person other than yourself, you will keep such Company
    Information confidential at all times during and, after your employment by
    Times Mirror and/or Tribune, will not disclose or communicate Company
    Information to any third party and will not make use of Company Information
    on your own behalf or on behalf of any third party. The undertaking set
    forth in this paragraph shall survive the termination of this Agreement.

9.  Restrictive Covenants. In the event that the Enhanced Severance Benefits
    described in paragraph 3 are payable to you, then:

    (a) You agree that for a period of 24 months following the date on which
        your employment with Times Mirror or Tribune is terminated by Times
        Mirror or Tribune, you shall not become employed in a comparable or
        higher level position of any entity or business which is engaged in any
        business activity which constitutes direct competition with Times
        Mirror, Tribune or any significant subsidiary or division of either of
        them, without the prior express written consent of the Chief Executive
        Officer of Times Mirror or Tribune, whichever is applicable.

    (b) You agree that for a period of 12 months after the date on which your
        employment is terminated, you will not directly or indirectly (either on
        your own behalf or on behalf of any other person or entity) attempt to
        persuade or solicit any current or prospective customer of Times Mirror
        or Tribune or any subsidiary or division of either of them with whom you
        had contact during your employment (i) to cease to do business or to
        reduce the amount of business which any customer of Times Mirror or
        Tribune, or any division or subsidiary of either of them, has
        customarily done or contemplates doing with Times Mirror or Tribune, or
        (ii) to do or expand business with a competitor of Times Mirror or
        Tribune, or any division or subsidiary of either of them.

    (c) You further agree that for a period of 12 months after the date on which
        your employment is terminated, for any reason, you will not, directly or
        indirectly, either on your own behalf or on behalf of any other person
        or entity, solicit any person


<PAGE>   5
Kathryn M. Downing
April 7, 2000  (revised)
Page 5


        who is considered to be a management employee of Times Mirror or
        Tribune, or any division or subsidiary thereof, to terminate such
        employment, without the prior express written consent of the Chief
        Executive Officer of Times Mirror or Tribune, whichever is applicable.

10. Release. In exchange for the additional benefits to be provided to you under
    this Agreement, you, or yourself and your heirs, executors, administrators
    and assigns, hereby release Times Mirror, Tribune and their respective
    affiliate and subsidiary companies, and their respective directors,
    officers, associates, employees, partners and agents from any claims,
    liabilities or causes of action whether known or unknown, which you ever had
    or now have to the date of this Agreement, for or by reason of any matter or
    cause arising out of or related to your employment by Times Mirror or
    Tribune, or the termination thereof, including without limitation, any
    claim, liability or cause of action arising under any federal, state or
    local statute, rule or regulation, including any claim of discrimination
    under the Age Discrimination in Employment Act, except that you do not
    release Times Mirror or Tribune and their respective affiliate and
    subsidiary companies from any obligation under the terms of this Agreement,
    the Merger Agreement or from any vested benefit under the terms of any
    employee benefit plan. This release shall not apply in the event your
    employment is terminated by Times Mirror or Tribune prior to the Effective
    Date.

11. 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 21-day period as you
        wish before signing it.

    (b) You also understand that you may revoke this release of your rights and
        claims within seven (7) days after signing this Agreement. Revocation
        may be made by delivering a written notice of revocation to James R.
        Simpson, Senior Vice President, Human Resources of Times Mirror. For
        this revocation to be effective, Mr. Simpson 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 release, the
        rights and obligations of both you and Times Mirror (and Tribune, if
        applicable) under this Agreement shall in all respects terminate, it
        will not be effective or enforceable, and you will not receive the
        benefits and payment described in this Agreement.

    (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.


<PAGE>   6
Kathryn M. Downing
April 7, 2000  (revised)
Page 6


12. Disputes. In the event any disputes arise under the provisions of this
    Agreement, which disputes cannot be amicably resolved between the parties,
    either party may seek to resolve such dispute by filing a legal action in
    any court having jurisdiction over the matter. In such event, Times Mirror
    or Tribune, whichever is named as a party to such action, shall pay your
    reasonable attorney's fees and costs incurred in such proceeding, provided
    that any legal action commenced and/or defended by you was in good faith and
    that you prevailed in any such legal action. In the event of any conflict
    between the provisions of this paragraph 12 and the provisions of any other
    document which may be involved in the subject matter of this Agreement, the
    provisions of this paragraph shall control.

13. Assignment. In the event that any other person or entity shall acquire all
    or substantially all of the assets or stock of Times Mirror or Tribune, or
    any subsidiary or division of either of them, whether by a sale, merger,
    consolidation, reorganization or any other means, the provisions of this
    Agreement shall be assumed by and be fully binding upon any such successor
    person or entity, unless such obligations are retained by Tribune. In the
    absence of any such sale, merger, consolidation or reorganization, this
    Agreement shall not otherwise be assignable by Times Mirror, Tribune, or any
    such subsidiary, division or affiliate.

14. Amendment. This Agreement may not be amended or modified except by a written
    amendment executed by the parties.

15. 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.

16. Governing Law. This Agreement shall be governed by and construed in
    accordance with the laws of the State of California.

Please execute both copies of this letter and return one signed original copy to
me. By signing this Agreement, you confirm and acknowledge that you have read,
understand and agree to the terms set forth herein. Further, you acknowledge
that you have been advised to seek legal and financial advice regarding these
terms.


<PAGE>   7
Kathryn M. Downing
April 7, 2000  (revised)
Page 7


If you have any questions or concerns, please do not hesitate to call me.

Sincerely,




Mark H. Willes
Chairman, President and CEO



ACCEPTED AND AGREED:


      /s/ KATHRYN M. DOWNING
-----------------------------------------------
        Kathryn M. Downing


Attachments
        Severance Attachment
        Certain Compensation and Benefits attachment
        Certain Employee Benefits attachment
        Section 3.4 of Merger Agreement
        Section 6.1 (p) of Merger Agreement
        Section 6.9 of Merger Agreement


<PAGE>   8
                              SEVERANCE ATTACHMENT
                ATTACHMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT
                               FOR KATHRYN DOWNING
                               (4/7/2000 REVISED)

This attachment to your Employment and Severance Agreement describes the
Enhanced Severance Benefits and terms under which they will be paid if you are
an employee as of the Effective Date.

a)  Enhanced Severance Payments. If your employment is terminated as of the
    Effective Date or within the severance protection period after the Effective
    Date, you will be eligible for the following amount of severance:

        three times the sum of your current salary plus your highest bonus
        within the last three years (not including any special bonus payments)

b)  Eligibility for Severance. Enhanced severance payments will be paid, if,
    during the severance protection period, you:

        1)  are involuntarily terminated on account of the change of control for
            other than cause or

        2)  voluntarily terminate employment for any reason.

c)  Payment of Severance. Your enhanced severance payment will be paid to you in
    a lump sum payment within 30 days after the later of your termination of
    employment or the Effective Date.

d)  Severance Protection Period. Severance will be payable in event your
    employment is terminated on account of the change of control during the
    following period of time after the change of control in a manner so as to
    cause severance to be paid:

        24 months after change of control

e)  Outplacement. If you are eligible for enhanced severance benefits, you will
    receive outplacement as follows, or you may receive the indicated value in a
    cash payment:

        Receive outplacement for a period of one year after termination of
        employment up to a maximum of $15,000

f)  COBRA reimbursement payment. If your employment is terminated within the
    severance protection period, you will receive a payment equal to 18 months
    times the COBRA premium for the managed care program at the time of your
    termination of employment.

g)  Executive Perquisites. Any company-paid or reimbursed executive perquisites
    for which you are currently eligible, including financial counseling,
    executive physicals, and club dues and memberships, will be continued by
    Tribune after your termination of employment for the period represented by
    your severance payments, if any.


<PAGE>   9

Kathryn Downing
Severance Attachment
Page 2


h)  Excess Parachute Payments. To the extent that any payments, including any
    bonus incentive payments, made to you are considered part of an excess
    parachute payment subject to an excise tax, those payments will be fully
    grossed up to compensate you for the amount of the excise tax. The company
    will hire an independent accounting firm to determine the calculations for
    all affected employees and will pay for the services provided by the
    accounting firm. The accounting firm's calculations will be binding unless
    an IRS ruling determines otherwise.


<PAGE>   10
Kathryn M. Downing

                        CERTAIN COMPENSATION AND BENEFITS
                ATTACHMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT

This attachment to your Employment and Severance Agreement describes how your
bonus incentive award for 2000 will be determined and describes how certain
benefits will be treated as a result of the merger.

a)  2000 Bonus Incentive Award. In the event that you remain employed through
    the Effective Date (whether on active or inactive status as provided in the
    Agreement), your bonus incentive award for 2000 under the Executive
    Incentive Plan will be payable at the maximum level payable under the plan
    (i.e., 225% of your 2000 bonus incentive target). However, no bonus award
    for 2000 will be payable in the event of your voluntary termination of
    employment before the Effective Date for reasons other than those included
    within the scope of the provisions of the Severance Attachment. Your 2000
    bonus award will be payable to you on the earlier of (i) the date on which
    your employment is terminated by Times Mirror or Tribune or you voluntarily
    terminate your employment for any reason after the Effective Date as
    provided in the provisions of the Severance Attachment, or (ii) on December
    31, 2000. In the event that a bonus incentive award is payable under
    subparagraph (i) above, the bonus award for 2000 will not be prorated. Any
    bonus award will be paid or deferred in accordance with your prior election
    regarding your 2000 bonus incentive award. Any amount to be deferred will be
    credited to your account under the Times Mirror Deferred Compensation Plan
    for Executives ("Plan") as of the earlier of (a) the first day of the month
    coinciding with or next following the day your 2000 bonus award would be
    payable as described above or (b) December 31, 2000 and will be paid from
    the Plan in accordance with your prior election under said Plan.

b)  Matching Bonus Restricted Stock Program. If you were eligible to and elected
    to participate in the matching bonus restricted stock program for 2000, you
    will receive an additional payment equal to 25% of your 2000 bonus award,
    representing the value of an award under the matching bonus restricted stock
    program, which amount will be aggregated with your 2000 bonus award. This
    additional payment will be paid or deferred in accordance with your prior
    deferral election for your 2000 bonus award under the provisions of the
    Plan, as set forth above. There shall be no requirement for you to place on
    deposit any personally owned shares of Times Mirror stock to receive this
    additional payment.

c)  Stock Options. Prior to the Effective Date, you may exercise any of your
    options to purchase shares of Series A Common Stock of Times Mirror ("Stock
    Options") which are vested. Upon the Effective Date, or upon any earlier
    date which may be considered as a change of control as that term is defined
    under the agreement(s) regarding your Stock Options ("Change of Control
    Date"), and provided you are an employee as of such date, your Stock Options
    will become fully vested.

    In accordance with the provisions set forth in Section 3.4 of the Merger
    Agreement (a copy of which section is attached to this Attachment), Tribune
    will offer you the opportunity to cash out the value of each of your Stock
    Options at $95 per share, reduced


<PAGE>   11
Kathryn M. Downing


    by the option price of each Stock Option, or to convert each of your Stock
    Options into options to purchase 2.5 shares of Tribune common stock. In
    accordance with the provisions of Section 3.4 of the Merger Agreement, you
    will be required to decide which choice you wish to select for each Stock
    Option and to proceed in accordance with the terms of the offer which will
    be extended to you by Tribune.

d)  Restricted Stock. Upon the Effective Date, or upon any earlier date which
    may be considered as a change of control as that term is defined under the
    provisions of the restricted stock program, and provided you are an employee
    as of such date, to the extent shares of restricted stock are registered in
    your name, all restrictions on such stock will lapse as of such date and
    unrestricted ownership of such shares will vest in you at that time. Any
    personal shares of stock held on deposit by Times Mirror under the Matching
    Bonus Restricted Stock Program will be returned to you at that time.

e)  Executive Perquisites. Any company-paid or reimbursed executive perquisites
    for which you are currently eligible, including financial counseling,
    executive physicals, and club dues and memberships, will be continued by
    Tribune during your active employment for the severance protection period.

f)  Mortgage Differential Payments. You will continue to receive mortgage
    differential payments in accordance with the terms of the agreement dated
    July 15, 1998.


<PAGE>   12
Kathryn M. Downing

                            CERTAIN EMPLOYEE BENEFITS
                ATTACHMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT

This attachment to your Employment and Severance Agreement describes certain
employee benefits which will continue after your termination of employment.

a)  Qualified Retirement Plans. While you are an employee of Times Mirror or any
    of its divisions or subsidiaries (for purposes of this attachment "Times
    Mirror"), you will continue to be eligible to participate in Times Mirror's
    retirement plans in accordance with the respective terms and limitations of
    each plan. Provided you are an employee of Times Mirror as of the Effective
    Date, accrued benefits earned as of the Effective Date under Times Mirror's
    retirement plans will become fully vested. Vesting will apply to any accrued
    benefits under Times Mirror's pension plan(s) and your company matching
    account under the Times Mirror Savings Plus Plan. The retirement plans
    provide for a maximum of one year of benefit accrual service and salary
    credit for severance payments (excluding any non-qualified deferrals),
    subject to statutory limits in the Internal Revenue Code, including but not
    limited to maximum deferrals, benefits or covered compensation. After your
    termination of employment, you will be entitled to receive any vested
    accrued benefits under Times Mirror's retirement plans in accordance with
    the terms of the plans and any elections you make under the plans.
    Distributions under each plan shall be made in accordance with the terms and
    procedures of each respective plan based on your participation under the
    plans.

b)  Supplemental Executive Retirement Plan. You are a participant of the Times
    Mirror Company Executive Retirement Plan for Certain Times Mirror Officers
    (SERP). In accordance with the current provisions of the SERP, your benefits
    under the SERP will be based on your total benefit service with all Times
    Mirror companies (including your benefit service with Matthew Bender) and
    the Times Mirror benefit formula (regardless of the benefit formula of the
    division or subsidiary where you earned your benefit service), less any
    benefits payable from Times Mirror's qualified pension plan(s). Under the
    terms of the SERP and provided you are an employee of Times Mirror as the
    Effective Date, the benefits that you have earned under the SERP as of the
    Effective Date will become fully vested. In addition, your benefits under
    the SERP will be calculated including your 2000 bonus incentive award, if
    any, in the computation of your final average compensation under the SERP.
    Further, you will receive credit under the SERP for any severance payments
    which may be payable as a result of the change of control.

c)  Deferred Compensation Plan. Any amounts you have deferred into the Times
    Mirror Deferred Compensation Plan for Executives will be paid to you in
    accordance with your prior elections. In addition, your 2000 bonus incentive
    award payable to you under the terms of the Agreement and its Attachments
    will be deferred in accordance with your deferral election. With respect to
    amounts which are or will be credited to your account in accordance with the
    terms of the Plan, Section 6.9(c) of the Merger Agreement provides that
    Tribune shall credit 9% interest per annum cumulative, from the date any
    amount is credited to your account under the Plan effective with respect to
    all amounts credited under the Plan as of the Effective Date and on all
    amounts which may be deferred under


<PAGE>   13
Kathryn M. Downing


    the Plan in connection with the Merger or any termination of employment
    related thereto, whether credited with respect to deferrals before or after
    the Effective Date until all such amounts are paid under the Plan in
    accordance with it terms. If you wish to withdraw any funds from the Plan on
    account of the change of control, the Plan provides that you may elect to
    receive an immediate lump sum payment, with a 10% penalty for the
    unscheduled withdrawal.

d)  Retiree Medical. If you meet the eligibility requirements for retiree
    medical benefits as of the Effective Date, other than the requirement to
    commence pension payments, and your employment is terminated on account of
    the change of control during the Severance Protection Period, you will be
    eligible for Times Mirror's pre-age 65 retiree medical coverage and the
    post-age 65 Medigap Reimbursement program, or an equivalent or better health
    care plan provided by Tribune Company to retirees.



<PAGE>   14
                                  SECTION 3.4
                      of The Agreement and Plan of Merger
              Between Tribune Company and The Times Mirror Company
                           Dated as of March 13, 2000


     SECTION 3.4.   Options.  (a)  Each of the stock options, if any, to
purchase Company Common Shares (each, a "Company Option") issued by the Company
pursuant to any stock option or similar plan of the Company, and any non-plan
options to acquire Company Common Shares set forth in Section 4.3(a) of the
Company Disclosure Statement issued by the Company pursuant to an option
agreement or otherwise issued by the Company, which are outstanding as of the
Effective Time shall, whether or not then exercisable and vested, become fully
exercisable and vested immediately prior to the Effective Time. Each holder of a
Company Option shall be given the opportunity, prior to the Election Deadline,
to elect either (i) to cause such Company Option (a "Stock Electing Option") to
become and represent an option to purchase Tribune Common Shares (a "Tribune
Option"), in accordance with paragraph (b) of this Section 3.4, or (ii) to cause
such Company Option (a "Cash Electing Option") to be cancelled in exchange for a
single lump sum cash payment (less any applicable income or employment or other
Tax withholding), without interest (the "Company Option Cash Out Amount"), equal
to the product of (A) the number of Company Common Shares subject to such
Company Option immediately prior to the Effective Time and (B) the excess, if
any, of the Per Share Cash Amount over the exercise price per share of such
Company Option, in accordance with paragraph (c) of this Section 3.4. To the
extent any holder of a Company Option shall not have made an election with
respect to such Company Option prior to the Election Deadline, such Company
Option shall be deemed to be a Cash Electing Option.

     (b)  Each Stock Electing Option shall, by virtue of the Merger, and
without any further action on the part of any holder thereof, be assumed by
Tribune and converted into a Tribune Option to purchase that number of Tribune
Common Shares determined by multiplying the number of Company Common Shares
subject to such Company Option immediately prior to the Effective Time by the
Common Exchange Ratio, at an exercise price per Tribune Common Share equal to
the exercise price per share of such Company Option immediately prior to the
Effective Time divided by the Common Exchange Ratio, rounded down to the
nearest whole cent. If the foregoing calculation results in an assumed Company
Option being exercisable for a fraction of a Tribune Common Share, then the
number of Tribune Common Shares subject to such option shall be rounded up to
the nearest whole number of shares. The terms and conditions of each Tribune
Option shall otherwise remain as set forth in the Company Option converted into
such Tribune Option.

     (c)  Each Cash Electing Option shall, by virtue of the Merger, and without
any further action on the part of any holder thereof, be cancelled in exchange
for a single lump sum cash payment (less any applicable income or employment or
other tax withholding), without interest, equal to the Company Option Cash Out
Amount.

     (d)  The adjustment provided herein with respect to any options which are
"incentive stock options" (as defined in Section 422 of the Code), if any,
shall be and is intended to be effected in a manner which is consistent with
Section 424(a) of the Code.

     (e)  All restricted Company Series A Common Shares granted pursuant to any
equity plan or arrangements of the Company, and all individual awards of
restricted Company Series A Common Shares not granted pursuant to any such plan
or arrangement, shall become fully vested immediately prior to the Effective
Time and such Company Series A Common Shares shall be freed of restrictions and
issued to the relevant participant.
<PAGE>   15
                                 SECTION 6.1(p)
                      of The Agreement and Plan of Merger
              Between Tribune Company and The Times Mirror Company
                           Dated as of March 13, 2000


     (p)  Employee Matters. Except as set forth in Section 6.1(p) of the Company
Disclosure Statement, except in connection with any employment offer outstanding
as of the date of this Agreement, the Company shall not, and shall not permit
any of its Subsidiaries to, (i) grant any increases in the compensation of any
of its directors, officers or employees, except for increases required under
employment agreements existing on the date of this Agreement and increases for
officers and employees in the ordinary course of business consistent with past
practice that, in any event, do not increase such officer's or employee's
aggregate cash compensation at target by more than 10% over his aggregate cash
compensation at target in effect on the date of this Agreement, (ii) pay or
agree to pay any pension retirement allowance or other employee benefit not
required or contemplated by any of the existing Company Benefit Plans as in
effect on the date of this Agreement, giving effect to any modification to any
Company Benefit Plan authorized by the Company's Board of Directors prior to the
date of this Agreement and previously delivered in writing to Tribune, to any
such director, officer or employee, whether past or present, or to any other
Person, (iii) pay or award or agree to pay or award any stock option or equity
incentive awards in excess of options to acquire 50,000 shares in the aggregate
or in a manner that is inconsistent with past practice, (iv) enter into any new,
or amend any existing, employment, severance or termination agreement with any
such director, officer or employee which, in the aggregate, would obligate the
Company or its Subsidiaries to pay in excess of $1 million or (v) except as
required to comply with applicable Law, become obligated under any new Company
Benefit Plan which was not in existence on the date of this Agreement, or amend
any such plan or arrangement in existence on the date of this Agreement if such
amendment would have the effect of enhancing any benefits thereunder. The
Company shall, as promptly as practicable, provide Tribune with copies of any
amendments to any Company Benefit Plan (which shall be in accordance with the
foregoing) made after the date of this Agreement and prior to the Effective
Time.


<PAGE>   16
                                  SECTION 6.9
                      of The Agreement and Plan of Merger
              Between Tribune Company and The Times Mirror Company
                           Dated as of March 13, 2000

     SECTION 6.9. Employee Benefits.

     (a)  Obligations of Tribune; Continuance of Benefits. For a period of one
year immediately following the Effective Time, the coverage and benefits
provided to employees and former employees of the Company and its Subsidiaries
("Company Employees") pursuant to employee benefits plans or arrangements
maintained by Tribune or any of its Subsidiaries shall be no less favorable, in
the aggregate, than those provided to such employees immediately prior to the
Effective Time. Except as provided in Section 3.4 and 6.9(c), notwithstanding
the foregoing, nothing herein shall require (i) the continuation of any
particular benefit plan or prevent the amendment or termination thereof (subject
to the maintenance, in the aggregate, of the benefits, or (ii) Tribune to
continue or maintain any stock option, stock purchase or other incentive plan
related to the equity of the Company.

     (b)  Pre-Existing Limitations; Deductible; Service Credit. With respect to
any incentive, benefits and perquisite plans and programs ("Benefit Plans") of
Tribune or any Subsidiary of Tribune in which the Company Employees participate
effective as of the Effective Time or thereafter, Tribune shall: (i) waive any
limitations as to pre-existing conditions, exclusions and waiting periods with
respect to participation and coverage requirements applicable to the Company
Employees under any Benefit Plan that is an employee welfare benefit within the
meaning of Section 3(1) of ERISA ("Welfare Plan") in which such Company
Employees may be eligible to participate after the Effective Time (provided,
however, that no such waiver shall apply to a pre-existing condition, exclusion
or waiting period applicable to any Company Employee to the extent that he or
she was, as of the Effective Time, excluded from participation in a Company
Benefit Plan by reason of such pre-existing condition, exclusion or waiting
period, and provided, further, that no such waiver shall apply to a pre-existing
condition, exclusion or waiting period of any Company Employee unless the
Company Employee enrolls in the applicable Welfare Plan when first eligible to
do so), (ii) in the event Company Employees are transferred to a new Welfare
Plan within the plan year beginning January 1, 2000, for purposes of
accumulating annual deductibles, co-payments and out-of-pocket requirements,
provide each Company Employee with credit for any co-payments and deductibles
paid prior to the Effective Time, but within such plan year, for purposes of
satisfying any applicable deductible or out-of-pocket requirements under any
Welfare Plan in which such employees may be eligible to participate after the
Effective Time, and (iii) recognize all service of the Company Employees with
the Company, for all purposes other than benefit accrual, in any Benefit Plan in
which such Company Employees may be eligible to participate after the Effective
Time. Prior to the Effective Time, the Board of Directors of Tribune, or an
appropriate committee of non-employee directors thereof, shall adopt a
resolution consistent with the interpretive guidance of the SEC so that the
acquisition by any officer or director of the Company who may become a covered
person of Tribune for purposes of Section 16 of the Exchange Act and the rules
and regulations thereunder ("Section 16") of Tribune Common Shares or options to
acquire Tribune Common Shares pursuant to this Agreement and the Merger shall be
an exempt transaction for purposes of Section 16.


<PAGE>   17
                              SECTION 6.9 (CONT.)
                      of The Agreement and Plan of Merger
              Between Tribune Company and The Times Mirror Company
                           Dated as of March 13, 2000

     (c)  Employment and Severance Arrangements. As of the Effective Time,
Tribune shall assume, honor and perform in accordance with their terms all
employment, severance, change in control and other such agreements of the
Company and its Subsidiaries and Affiliates, giving effect to any amendment or
modification to any such agreement authorized by the Company's Board of
Directors prior to the date of this Agreement (the "Employment Arrangements").
With respect to the Times Mirror Deferred Compensation Plan For Executives and
the Deferred Plan for Directors Fees, Tribune shall credit 9% interest per
annum, cumulative, from the date any amount is credited to a participant under
any such plans effective with respect to all amounts credited under such plans
as of the Effective Time, and on all amounts which may be deferred under such
plans in connection with the Merger or any termination of any employment
related thereto, whether credited with respect to deferrals before or after the
Effective Time until all such amounts are paid under the plan in accordance
with its terms. Tribune shall pay the reasonable attorney's fees of the
individual party to the applicable Employment Arrangement in the event such
individual party files a claim in good faith to enforce Tribune's obligations
and prevails in such action. Such individual parties are hereby specifically
made a third party beneficiary of this Section 6.9(c).

     (d)  Successor Obligations. Notwithstanding any other provision of this
Agreement, in the event Tribune sells or otherwise disposes of any Subsidiary
of the Company coincident with or within one year after the Effective Time,
Tribune shall require as a condition of such sale or disposition that the buyer
shall assume all obligations of Tribune under this Section 6.9. In the
alternative, Tribune may elect to guarantee the payment of such obligations.