Exhibit
10.9


[EXECUTION COPY]


ESOP
PLEDGE AGREEMENT


THIS ESOP  PLEDGE AGREEMENT made April 1, 2007, between GREATBANC TRUST COMPANY,  not in its
individual or corporate capacity but solely in its capacity as trustee (“Trustee”)
of the Tribune Employee Stock Ownership Trust (“Trust”) which forms a
part of the Tribune Employee Stock Ownership Plan (the “Plan”), and Tribune Company, a Delaware corporation (the “Company”).


WHEREAS, pursuant to the terms of an ESOP Loan
Agreement of even date herewith between the Trust and the Company (the “ESOP
Loan Agreement”), the Company has made an extension of credit to the Trust
of Two Hundred Fifty Million Dollars ($250,000,000.00) (the “ESOP Loan”), as
evidenced by the Trust’s promissory note of even date herewith (the “ESOP
Note”) in such amount; and


WHEREAS, utilizing the ESOP Loan, the Trust acquired
from the Company shares of the Company’s common stock, par value $.01 per share
(as more fully described in an “ESOP Purchase Agreement” of even date by and
between the Trustee (on behalf of the Trust) and the Company (the “Shares,”
with the term meaning both such Company common shares and any shares of stock
into which such shares are converted by merger or similar transaction)); and


WHEREAS, to secure the obligations of the Trust under
the ESOP Loan Agreement and the ESOP Note, the Trust has agreed to grant a
security interest to the Company in the Shares, subject to the terms of this
Pledge Agreement.


NOW, THEREFORE, in consideration of the ESOP Loan
Agreement and the mutual covenants and agreements contained herein, the Company
and the Trust agree as follows:


1.             Pledge
of Pledged Stock. As security and collateral for the Trust’s obligations
under the ESOP Loan Agreement and the ESOP Note, the Trust hereby pledges,
grants a security interest in and assigns to the Company all of the Trust’s
right, title and interest in and to the Shares, and any proceeds thereof,
subject to the terms and conditions of this Pledge Agreement (with the portion
of the Shares at any time securing the ESOP Note (as more fully described in
Section 2 below) being the “Pledged Shares”). The Pledged Shares will be held either
by the Company or in a designated securities account, with a control agreement
of even date with respect to such account being executed in connection with the
pledge made hereunder. Notwithstanding the foregoing, subject to any applicable
limitations under the Company’s certificate of incorporation, its by-laws
and/or other agreements between the Company and the Trust, as long as no Event
of Default (as defined in the ESOP Loan Agreement) has occurred and is
continuing the Trustee may, in its sole discretion, sell the Pledged Shares
free and clear of this Agreement; provided, however, in the event of such sale,
to the extent the proceeds of such sale do not exceed the unpaid principal
amount of the ESOP Note, such proceeds shall be subject to the terms of this
Agreement.













2.             Term
of Pledge; Release of Collateral. The pledge of the Pledged Shares shall
continue until all obligations due under the ESOP Loan Agreement have been paid
in full and all the terms and conditions of the ESOP Note have been satisfied; provided
that, as of the end of each Plan Year (as defined in the Plan) after the
date hereof, prior to the date on which the ESOP Note is paid in full, there
shall be released from the pledge that number of Shares equal to an amount
determined by multiplying the number of Pledged Shares held in the Suspense
Account (as defined in the Plan) immediately prior to the end of such Plan Year
by a fraction, the numerator of which shall be the amount of principal and
interest paid on the ESOP Note for such Plan Year and the denominator of which
shall be the sum of the numerator plus the principal and interest to be paid in
all future Plan Years, determined without regard to any possible renewals or
extensions of the ESOP Note.


3.             Voting,
etc. Subject to Section 5c below, the Trust shall be entitled to vote and
tender the Pledged Shares and to give consents, waivers and ratifications in
respect thereof, all in accordance with the provisions of the Plan and related
Trust Agreement by and between the Company and the Trustee.


4.             Dividends
and Other Distributions. All cash dividends/distributions payable in
respect of the Pledged Shares shall be paid to the Trust. If, during the term
of this pledge, any share dividends/distributions, stock split, or other change
in the capital structure of the Company occurs with respect to the Pledged
Shares or a subscription, warrant or other option is issued or becomes
exercisable with respect to the Pledged Shares, to the extent permitted by
applicable law, all shares or other securities issued by reason of any such
change, subscription warrant or option with respect to the Pledged Shares shall
be held under the terms of this Pledge Agreement as additional security for the
ESOP Note.


5.             Default; Remedies. Subject
to the limitations contained in Section 9 hereof and the prohibition
against acceleration of the ESOP Note contained in Section 6.1 of the ESOP Loan
Agreement, upon the occurrence of an Event of Default (as defined in the ESOP
Loan Agreement), the Company shall be entitled, without demand of performance
or other demand, but only to the extent of the failure of the Trust to meet the
principal and interest payment schedule of the ESOP Note:


a.             to
collect, receive and realize upon the Pledged Shares and any proceeds thereof,
including any dividends, earnings or distributions thereon, or any part
thereof;


b.             to
transfer and register the Pledged Shares into the Company’s name or the name of
its nominee or nominees;


c.             to
vote the Pledged Shares (whether or not transferred or registered into the name
of the Company) and give all consents, waivers and ratifications in respect
thereof and otherwise act with respect to the Pledged Shares as though the
Company were the outright owner thereof;



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d.             to
sell the Pledged Shares upon no less than ten (10) days’ prior notice to the
Trust of the time and place of any public or private sale, and without
liability to the Trust for any diminution in price which may have occurred; and


e.             to
any and all remedies available to the Company as a secured creditor under the
Uniform Commercial Code of the State of Illinois as then in effect.


6.             Application
of Proceeds. The Company shall apply any amounts received pursuant to this
Pledge Agreement first to the amounts then due and owing under the ESOP Note
and ESOP Loan Agreement and shall disburse any excess proceeds to the Trust.


7.             Further
Assurances. At any time and from time to time upon the written request of
the Company and to the extent not prohibited by law, the Trustee will execute
and deliver, on behalf of the Trust, all further documents and do all further
acts and things which the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.


8.             No
Waiver; Cumulative Remedies. The Company shall not by any act, delay,
omission or otherwise be deemed to have waived any of its rights or remedies
hereunder, and no waiver shall be valid unless in writing, signed by the
Company, and then only to the extent therein set forth. A waiver by the Company
of any right or remedy hereunder on any one occasion shall not be construed as
a bar to any right or remedy which the Company would otherwise have on any
future occasion. No failure to exercise nor delay in exercising on the part of
the Company any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.


9.             Limitations
on Recourse. Notwithstanding anything herein to the contrary, there shall
be no recourse hereunder or with respect to the ESOP Note against the Plan, the
Trust or the Trustee, except to the extent of the assets of the Trust to which
a creditor may properly have recourse under Treasury Regulation Section 54.4975-7(b)
(and any successor provision thereto). The Trustee is entering into this
Agreement not in its individual capacity but solely as Trustee of the Trust,
and no personal or corporate liability or personal or corporate
responsibilities are assumed by, or shall at any time be asserted or
enforceable against, the Trustee in its individual or corporate capacity or any
other officer, employee or agent of the Trustee in his or her individual or
corporate capacity under, or with respect to, this Pledge Agreement.


10.           Compliance
with Federal Regulations. The ESOP Loan and this Agreement are intended to
comply with the provisions of Section 54.4975-7(b) of the Treasury Department
Regulations and of Section 2550.408b-3 of the Department of Labor 



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Regulations, as in effect
on the date of this Agreement. To the extent that there shall be any
inconsistency between the provisions of such regulations and the terms of this
Agreement, the regulations shall govern and shall supersede any inconsistent
provisions of this Agreement.


11.           Governing
Law. The law of the State of Illinois shall govern all questions concerning
the construction, validity and interpretation of this Agreement, and the
performance of the obligations imposed hereunder, subject to any preemption by
federal law.


12.           Successors.
This Agreement shall be binding on the parties hereto, their successors and
assigns.


13.           Waiver,
Discharge, etc. This Agreement may not be released, discharged or modified
except by an instrument in writing signed on behalf of each of the parties
hereto. The failure of a party to enforce any provision of this Agreement shall
not be deemed a waiver by such party of any other provision or subsequent
breach of the same or any other obligation hereunder.


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OF PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the parties hereto have executed
this ESOP Pledge Agreement, or have caused it to be duly executed by their
respective authorized officers, as of the day and year first above written.


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis J. FitzSimons

  
	
   

  	
  Name:

  	
  Dennis J. FitzSimons

  
	
   

  	
  Title:

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GREATBANC TRUST COMPANY, not
  in its individual or corporate capacity but solely as Trustee of the Tribune
  Employee Stock Ownership Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marilyn H. Marchetti

  
	
   

  	
  Name:

  	
  Marilyn H. Marchetti

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 



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