Exhibit 4.3


[EXECUTION COPY]


AMENDMENT NO. 3 TO RIGHTS
AGREEMENT


This Amendment No.
3 to Rights Agreement (this “Amendment No. 3”), dated as of April 1, 2007,
by and between Tribune Company, a Delaware corporation (the “Company”),
and Computershare Trust Company, N.A. (formerly known as EquiServe Trust
Company, N.A., formerly known as First Chicago Trust Company of New York), as
Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as
of December 12, 1997, as previously amended by Amendment No. 1 thereto, dated
as of June 12, 2000, and Amendment No. 2 thereto, dated as of September 21,
2006 (the “Rights Agreement”).  Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed to
such term in the Rights Agreement.


RECITALS


WHEREAS, the
Company and the Rights Agent have executed and entered into the Rights
Agreement;


WHEREAS, pursuant
to Section 27 of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof;


WHEREAS, the Company
proposes to enter into:  (1) an Agreement
and Plan of Merger with GreatBanc Trust Company, not in its individual or
corporate capacity, but solely as trustee of the Tribune Employee Stock
Ownership Trust, which forms a part of the Tribune Employee Stock Ownership Plan
(the “ESOP”), Tesop Corporation, a Delaware corporation wholly owned by the
ESOP, and, for the limited purposes set forth therein, EGI-TRB, L.L.C., a
Delaware limited liability company (“Tower Acquisition”); (2) a Securities
Purchase Agreement with Tower Acquisition and Mr. Samuel Zell, as guarantor;
(3) an ESOP Purchase Agreement with the ESOP; (4) an Investor Rights Agreement
with Tower Acquisition and the ESOP; (5) a voting agreement with Chandler Trust
No. 1 and Chandler Trust No. 2; (6) registration rights agreements with (a)
Tower Acquisition and the ESOP, and (b) Chandler Trust No. 1 and Chandler Trust
No. 2; and (7) other agreements contemplated by the foregoing or necessary to
implement the transactions contemplated by the foregoing (such agreements in clauses
(1) through (7), the “Transaction Agreements”); and


WHEREAS, the Board
of Directors of the Company has determined that it is in the best interest of
the Company and its stockholders to amend the Rights Agreement as set forth
below to provide that the execution, delivery and performance of the Transaction
Agreements and the transactions contemplated thereby will not result in any
Person becoming an Acquiring Person;


                NOW, THEREFORE, the Rights
Agreement is hereby amended as follows:


1.             The definition of Acquiring Person
in Section 1(a) of the Rights Agreement, as previously amended, is hereby further
modified and amended by adding the following sentence at the end of the last
sentence thereof:



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Notwithstanding
anything in this Agreement to the contrary, no Person shall be deemed to be an
Acquiring Person solely by virtue of the execution, delivery or performance of any
of the Transaction Agreements or the transactions contemplated thereby.


2.             A new Section 1(ee) is hereby added
to Section 1 of the Rights Agreement, which shall read in its entirety as
follows:


“Transaction
Agreements” shall mean the following agreements dated as of April 1, 2007:  (1) an Agreement and Plan of Merger by and
among the Company, GreatBanc Trust Company, not in its individual or corporate
capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust,
which forms a part of the Tribune Employee Stock Ownership Plan (the “ESOP”), Tesop
Corporation, a Delaware corporation wholly owned by the ESOP, and, for the
limited purposes set forth therein, EGI-TRB, L.L.C., a Delaware limited
liability company (“Tower Acquisition”); (2) the Securities Purchase Agreement
by and among the Company, Tower Acquisition and Mr. Samuel Zell, as guarantor;
(3) the ESOP Purchase Agreement by and between the Company and the ESOP; (4)
the Investor Rights Agreement by and among the Company, Tower Acquisition and
the ESOP; (5) the Voting Agreement by and among the Company, Chandler Trust No.
1 and Chandler Trust No. 2; (6) the Registration Rights Agreements by and among
the Company and (a) Tower Acquisition and the ESOP, and (b) Chandler Trust No.
1 and Chandler Trust No. 2; and (7) other agreements contemplated by the
foregoing agreements or necessary to implement the transactions contemplated by
the foregoing agreements.


3.                                       This
amendment may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute one and the same
instrument.


4.                                       This
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such State.



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IN WITNESS
WHEREOF, this Amendment has been duly executed by the Company and the Rights
Agent as of the day and year first written above.


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Crane H. Kenney

  
	
   

  	
  Name:

  	
  Crane H. Kenney

  
	
   

  	
  Title:

  	
  Senior Vice
  President and General Counsel

  
				



 


	
  COMPUTERSHARE TRUST COMPANY,
  N.A.

  
	
   

  
	
   

  
	
  By:

  	
  /s/

  	
  Tammie J.
  Marshall

  	
   

  
	
  Name:

  	
  Tammie J.
  Marshall

  
	
  Title:

  	
  Senior Account
  Manager

  



 



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