Exhibit
10.15


[EXECUTION COPY]


 


 


 


 


 


 


TRIBUNE EMPLOYEE STOCK OWNERSHIP
TRUST


 


















TABLE OF
CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
  SECTION 1

  	
   

  	
   

  	
  1

  
	
   

  	
  Name

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
   

  	
  1

  
	
   

  	
  MANAGEMENT AND CONTROL OF TRUST FUND ASSETS

  	
   

  	
  1

  
	
   

  	
  2.1

  	
  The Trust Fund

  	
   

  	
  1

  
	
   

  	
  2.2

  	
  Plan Administration

  	
   

  	
  2

  
	
   

  	
  2.3

  	
  Exercise of Trustee’s Duties

  	
   

  	
  2

  
	
   

  	
  2.4

  	
  Investment in Company Stock

  	
   

  	
  3

  
	
   

  	
  2.5

  	
  General Powers

  	
   

  	
  3

  
	
   

  	
  2.6

  	
  Responsibility of Trustee

  	
   

  	
  6

  
	
   

  	
  2.7

  	
  Compensation and Expenses

  	
   

  	
  6

  
	
   

  	
  2.8

  	
  Continuation of Powers Upon Trust Termination

  	
   

  	
  7

  
	
   

  	
  2.9

  	
  No Reversion to Company

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
   

  	
  7

  
	
   

  	
  PROVISIONS RELATED TO INVESTMENT IN COMPANY STOCK

  	
   

  	
  7

  
	
   

  	
  3.1

  	
  Purchase and Sale of Company Stock

  	
   

  	
  7

  
	
   

  	
  3.2

  	
  Stock Dividends, Splits and Other Capital
  Reorganizations

  	
   

  	
  7

  
	
   

  	
  3.3

  	
  Voting and Tender of Shares

  	
   

  	
  7

  
	
   

  	
  3.4

  	
  Put Option

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
   

  	
  8

  
	
   

  	
  ADDITIONAL EMPLOYERS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
   

  	
  9

  
	
   

  	
  Change of Trustee

  	
   

  	
  9

  
	
   

  	
  5.1

  	
  Resignation

  	
   

  	
  9

  
	
   

  	
  5.2

  	
  Removal of the Trustee

  	
   

  	
  9

  
	
   

  	
  5.3

  	
  Duties of Resigning or Removed Trustee and of
  Successor Trustee

  	
   

  	
  9

  
	
   

  	
  5.4

  	
  Filling Trustee Vacancy

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
   

  	
   

  	
  10

  
	
   

  	
  Amendment and Termination

  	
   

  	
  10

  
	
   

  	
  6.1

  	
  Amendment

  	
   

  	
  10

  
	
   

  	
  6.2

  	
  Termination

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
   

  	
   

  	
  10

  
	
   

  	
  MISCELLANEOUS

  	
   

  	
  10

  
	
   

  	
  7.1

  	
  Disagreement as to Acts

  	
   

  	
  10

  
						



 













TABLE OF CONTENTS


(continued)


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Persons Dealing with Trustee

  	
   

  	
  11

  
	
   

  	
  7.3

  	
  Benefits May Not Be Assigned or Alienated

  	
   

  	
  11

  
	
   

  	
  7.4

  	
  Evidence

  	
   

  	
  11

  
	
   

  	
  7.5

  	
  Waiver of Notice

  	
   

  	
  11

  
	
   

  	
  7.6

  	
  Counterparts

  	
   

  	
  11

  
	
   

  	
  7.7

  	
  Governing Laws and Severability

  	
   

  	
  11

  
	
   

  	
  7.8

  	
  Successors, Etc.

  	
   

  	
  11

  
	
   

  	
  7.9

  	
  Action

  	
   

  	
  11

  
	
   

  	
  7.10

  	
  Conformance with Plan

  	
   

  	
  12

  
	
   

  	
  7.11

  	
  Indemnification

  	
   

  	
  12

  
	
   

  	
  7.12

  	
  Headings

  	
   

  	
  14

  
	
   

  	
  7.13

  	
  Multiple Trustees

  	
   

  	
  14

  
	
   

  	
  7.14

  	
  Integration

  	
   

  	
  14

  



 



 ii















TRIBUNE
EMPLOYEE STOCK OWNERSHIP TRUST


THIS AGREEMENT, made this 1st day of April, 2007, effective as of the
7th day of February, 2007, by and between Tribune Company, a Delaware
corporation, (the “Company”), and GreatBanc Trust Company, not in its individual
or corporate capacity, but solely as trustee of the Tribune Employee Stock
Ownership Trust (the “Trust”), and its successor or successors and assigns (the
“Trustee”).


WITNESSETH THAT:


WHEREAS, the Company has established an employee stock ownership plan
(as described in Section 4975(e)(7) of the Internal Revenue Code of 1986, as it
may be amended from time to time (the “Code”)), which is known as the Tribune
Employee Stock Ownership Plan (the “Plan”); and


WHEREAS, the Plan was established for the exclusive benefit of eligible
employees of the Company and those of any Controlled Group Member (as defined
in Section 4) which adopts the Plan and becomes a party to this Trust Agreement
as provided in Section 4 (the Company and the Controlled Group Members that are
parties hereto are sometimes referred to below collectively as the “Employers”
and individually as an “Employer”);


NOW THEREFORE, pursuant to the authority delegated to the undersigned
officers of the Company by resolution of its 
Board of Directors (the “Board”), IT IS AGREED, by and between the
parties hereto, that the trust provisions contained herein shall constitute the
agreement between the Company and the Trustee in connection with the Plan; and


IT IS FURTHER AGREED, that the Trustee hereby accepts its appointment
as such under this Trust Agreement, effective as of February 7, 2007.


IT IS FURTHER AGREED, by and between the parties hereto as follows:


SECTION 1


Name


This Trust Agreement and Trust hereby evidenced shall be known as the “TRIBUNE
EMPLOYEE STOCK OWNERSHIP TRUST.”


SECTION 2


MANAGEMENT
AND CONTROL OF TRUST FUND ASSETS


2.1                               The
Trust Fund


The “Trust Fund” at any date means all property of every kind then held
by the Trustee pursuant to this Trust Agreement.  The Trustee may manage, administer and invest
all contributions made by the several Employers under the Plan as one Trust
Fund.  If, for any



 1
 









reason, it becomes necessary to determine the portion
of the Trust Fund allocable to employees and former employees of any Employer
as of any date, the Administrator (as defined in Section 2.2) shall specify
such date as an accounting date, and after all adjustments required under the
Plan as of that accounting date have been made, the portion of the Trust Fund
attributable to such employees and former employees shall be determined and
shall consist of an amount equal to the aggregate of the account balances of
employees and former employees of that Employer plus an amount equal to any
allocable contributions made by that Employer since the close of the
immediately preceding Plan Year.


2.2                               Plan
Administration


The Plan shall be administered by a committee of one or more persons
(the “Administrator”), the members of which shall be certified to the Trustee
by the Company.  The Administrator may authorize one or more individuals
to sign all communications between the Administrator and Trustee and shall at
all times keep the Trustee advised of the names of the members of the
Administrator, the individuals authorized to sign on behalf of the
Administrator, and provide specimen signatures thereof.  With the Trustee’s
prior written consent, the Administrator may authorize the Trustee to act,
without specific directions or other directions or instructions from the
Administrator, on any matter or class of matters with respect to which
directions or instructions from the Administrator are called for
hereunder.  The Trustee shall be fully protected in relying on any
communication sent by any authorized person and shall not be required to verify
the accuracy or validity of any signature unless the Trustee has reasonable
grounds to doubt the authenticity of any signature.  If the Trustee
requests any directions hereunder with respect to a matter that is not within
the Trustee’s sole discretion and does not receive them, the Trustee shall act
or refrain from acting, as it may determine, with no liability for such action
or inaction.  If at any time the person(s) serving as the Administrator
and the person(s) serving as the Trustee are identical, then there shall be no
need for written instructions from the Administrator to the Trustee, and all
actions taken by the Trustee shall be deemed to have been properly authorized
by the Administrator.


2.3                               Exercise
of Trustee’s Duties


The Trustee shall discharge its duties hereunder solely in the interest
of the Participants and their Beneficiaries, as such terms are described in the
Plan, and:


(a)                                  for the exclusive
purpose of:


(i)                                     providing benefits
to Participants and Beneficiaries, and


(ii)                                  defraying reasonable
expenses of administering the Plan;


(b)                                 with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims;


(c)                                  in accordance with
the documents and instruments governing the Plan unless, in the good faith
judgment of the Trustee, the documents and instruments are not



 2
 









consistent with the provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”); and


(d)                                 in a manner that does
not constitute a non-exempt prohibited transaction under section 4975 of the
Code or sections 406 or 407 of ERISA.


2.4                               Investment
in Company Stock


The primary purpose of the Plan is to acquire an ownership interest in
the Company either from the Company or its shareholders and to provide deferred
compensation benefits to Participants and Beneficiaries in the form of Company
Stock.  Accordingly, the Plan has been
established to provide for investment primarily in shares of Company
Stock.  In furtherance of the purposes
for which the Plan has been established and designed, the Trustee shall, in
accordance with the terms of the Plan, ERISA and the Code (a) acquire shares of
Company Stock with Trust Assets or with the proceeds of a loan, (b) hold
unallocated shares of Company Stock which have been acquired with the proceeds
of a loan in a suspense account for release and allocation to the accounts of
Participants, (c) hold shares of Company Stock which have been otherwise
purchased by the Trustee or which have been contributed by the Company and (d)
distribute to Participants or their Beneficiaries under the terms of the Plan
the value of shares of Company Stock and other assets which have been allocated
to the Accounts of such Participants pursuant to the terms of the Plan.  The Trustee is expressly authorized, in
accordance with the terms of the Plan, to hold one hundred (100) percent of the
Trust Assets in shares of Company Stock.


2.5                               General
Powers


Subject to the provisions of 
Sections 2.3, and 3, with respect to the Trust Fund, the Trustee shall
have the following powers, rights and duties in addition to those provided
elsewhere in this Trust Agreement or by law.


(a)                                  To receive and to
hold all contributions paid to it under the Plan; provided, however, that the
Trustee shall have no duty to require any contributions to be made to it, or to
determine that the contributions received by it comply with the provisions of
the Plan or with any resolution of the Board providing therefor.


(b)                                 To retain in cash
(pending investment, reinvestment or the distribution of dividends) such
reasonable amount as may be required for the proper administration of the Trust
and to invest such cash as provided herein.


(c)                                  As directed by the
Administrator, to make distributions from the Trust Fund to such persons or
trusts, in such manner, at such times and in such forms as directed without
inquiring as to whether a payee is entitled to the payment, or as to whether a
payment is proper, and without liability for a payment made in good faith
without actual notice or knowledge of the changed condition or status of the
payee.  If any payment of benefits
directed to be made from the Trust Fund by the Trustee is not claimed, the
Trustee shall notify the Administrator of that fact promptly.  The Administrator shall make a diligent
effort to ascertain the whereabouts of the payee or distributee of benefits
returned unclaimed.  The



 3
 









Trustee shall dispose of such payments as the Administrator shall
direct.  The Trustee shall have no
obligation to search for or ascertain the whereabouts of any payee or
distributee of benefits from the Trust Fund.


(d)                                 To vote or exercise
other rights with respect to any “Company Stock” (as defined in the Plan) in
the Trust Fund at its discretion, except to the extent provided in the Plan,
and to vote or exercise other rights with regard to any other stocks, bonds or
other securities held in the Trust, or otherwise consent to or request any
action on the part of the issuer in person, by proxy or power of attorney.


(e)                                  To contract or
otherwise enter into transactions between the Trust and the Company or any
Company shareholder or other person, for the purpose of acquiring, selling, or
exchanging Company Stock and, to retain in the Trust Fund any Company Stock so
acquired.


(f)                                    To compromise,
contest, arbitrate, settle or abandon claims and demands by or against the
Trust Fund.


(g)                                 To begin, maintain or
defend any litigation necessary in connection with the investment, reinvestment
and administration of the Trust.


(h)                                 To report to the
Company as of the last day of each Plan Year (which shall be the same as the
Trust’s fiscal year), as of any “Accounting Date” as defined in the Plan (or as
soon thereafter as practicable), or at such other times as may be required
under the Plan, the then “Net Worth” of the Trust Fund, that is, the fair
market value of all property held in the Trust Fund, reduced by any liabilities
other than liabilities to Participants in the Plan and their Beneficiaries, as
determined by the Trustee.


(i)                                     To furnish to the
Company an annual written account or accounts for such other periods as may be
required under the Plan, showing the Net Worth of the Trust Fund at the end of
the period, all investments, receipts, disbursements and other transactions
made by the Trustee during such period, and such other information as the
Trustee may possess which the Administrator requires in order to comply with
the reporting and disclosure requirements of ERISA.  The Trustee shall
keep accurate accounts of all investments, earnings thereon, and all accounts,
books and records related to such investments shall be open to inspection by
any person designated by the Company or the Administrator.  All accounts
of the Trustee shall be kept on an accrual basis.  If, during the term of
this Trust Agreement, the Department of Labor issues regulations under ERISA
regarding the valuation of securities or other assets for purposes of the
reports required by ERISA, the Trustee shall use such valuation methods for
purposes of the accounts described by this subparagraph.  If the
Administrator determines that there is not a generally recognized market (as
contemplated by Section 3(18)(A) of ERISA) for shares of Company Stock, all
valuations of shares of Company Stock shall initially be made by an independent
appraiser (as described in Section 401(a)(28)(C) of the Code) (“Independent
Appraiser”) retained by the Trustee, and reviewed and finalized by



 4
 









the Trustee, in accordance with Section 3(18)(B) of ERISA.  The Company may approve such accounting by
written notice of approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the Trustee within one
hundred twenty (120) days from the date upon which the accounting was delivered
to the Company.  Upon the receipt of a
written approval of the accounting, or upon the passage of the period of time
within which objection may be filed without written objections having been
delivered to the Trustee, such accounting shall be deemed to be approved, and
the Trustee shall be released and discharged as to all items, matters and
things set forth in such account, as fully as if such accounting had been
settled and allowed by decree of a court of competent jurisdiction in an action
or proceeding in which the Trustee, the Company and all persons having or
claiming to have any interest in the Trust Fund or under the Plan were parties.


(j)                                     As directed by the
Administrator, to pay any estate, inheritance, income or other tax, charge or
assessment attributable to any benefit which it shall or may be required to pay
out of such benefit; and to require before making any payment such release or
other document from any taxing authority and such indemnity from the intended
payee as the Trustee shall deem necessary for its protection.


(k)                                  To employ and to
reasonably rely upon information and advice furnished by agents, attorneys,
appraisers, accountants or other persons of its choice for such purposes as the
Trustee considers necessary for the proper administration of the Trust.


(l)                                     To assume, until
advised to the contrary, that the Trust evidenced by this Agreement is
qualified under Section 401(a) of the Code and is entitled to tax-exempt
status under Section 501(a) thereof.


(m)                               To invest and reinvest
the assets of the Trust Fund in personal property of any kind, including, but
not limited to bonds, notes, debentures, mortgages, equipment trust
certificates, investment trust certificates, guaranteed investment contracts,
preferred or common stock, and registered investment companies.


(n)                                 To exercise any
options, subscription rights and other privileges with respect to Trust assets.


(o)                                 To register ownership
of any securities or other property held by it in its own name or in the name
of a nominee, with or without the addition of words indicating that such
securities are held in a fiduciary capacity, and may hold any securities in
bearer form, but the books and records of the Trustee shall at all times
reflect that all such investments are part of the Trust.


(p)                                 To borrow such sum or
sums from time to time as the Trustee considers necessary or desirable and in
the best interest of the Trust Fund, and for that purpose to mortgage or pledge
any part of the Trust Fund.



 5
 









(q)                                 To deposit securities
with a clearing corporation as defined in Article 8 of the Uniform Commercial
Code.  The certificates representing
securities, including those in bearer form, may be held in bulk form with, and may
be merged into, certificates of the same class of the same issuer which
constitute assets of other accounts or owners, without certification as to the
ownership attached.  Utilization of a
book-entry system may be made for the transfer or pledge of securities held by
the Trustee or by a clearing corporation. The Trustee shall at all times,
however, maintain a separate and distinct record of the securities owned by the
Trust.


(r)                                    To participate in
and use the Federal Book-Entry Account System, a service provided by the
Federal Reserve Bank for its member banks for deposit of Treasury securities.


(s)                                  To perform any and
all other acts which are necessary or appropriate for the proper management,
investment and distribution of the Trust Fund.


(t)                                    To form
corporations or any other entities as it deems appropriate in its sole
discretion.


(u)                                 To perform any and all
other acts, in its sole discretion, which are necessary or appropriate for the
Trust to participate in a transaction or series of transactions designed to
increase the Trust’s ownership of the Company.


2.6                               Responsibility
of Trustee


The Trustee shall not be responsible in any way for the adequacy of the
Trust Fund to meet and discharge any or all liabilities under the Plan or for
the proper application of distributions made or other action taken upon the
direction of the Administrator.  The powers, duties and responsibilities
of the Trustee shall be limited to those set forth in this Trust Agreement, and
nothing contained in the Plan, either expressly or by implication, shall be
deemed to impose any additional powers, duties or responsibilities on the
Trustee.


2.7                               Compensation
and Expenses


The Trustee shall be entitled to reasonable compensation for services,
as agreed to between the Company and the Trustee from time to time in writing
and to reimbursement of all reasonable expenses incurred by it in the
administration of the Trust.  The Trustee is authorized to pay from the
Trust Fund all expenses of administering the Plan and Trust, including its
compensation, compensation to any agents employed by the Trustee and any
accounting, legal and valuation expenses, to the extent they are not paid
directly by the Employers.  The Trustee
shall be fully protected in making payments of administrative expenses pursuant
to the written directions of the Administrator.



 6
 









2.8                               Continuation
of Powers Upon Trust Termination


Notwithstanding anything to the contrary in this Agreement, upon
termination of the Trust, the powers, rights and duties of the Trustee
hereunder shall continue until all Trust Fund assets have been liquidated.


2.9                               No
Reversion to Company


No part of the corpus or income of the Trust Fund shall revert to any
Employer or be used for, or diverted to, purposes other than for the exclusive
benefit of Participants and other persons entitled to benefits under the Plan,
except to the extent specifically provided in the Plan and permissible under
the Code and ERISA.


SECTION 3


PROVISIONS
RELATED TO INVESTMENT IN COMPANY STOCK


3.1                               Purchase
and Sale of Company Stock


The Trustee shall have complete discretion with regard to all purchases
and sales of Company Stock by the Trust, without regard to any instructions
from the Administrator.  The Trustee is
authorized to purchase or sell Company Stock from or to the Company or from or
to any other person, and such stock may be outstanding, newly issued or
treasury stock.  All such purchases must be at a price not in excess of
fair market value, as determined by the Trustee based on an independent
appraisal when the Company Stock is not publicly traded.  Pending investment
of cash in Company Stock, such cash may be invested in savings accounts,
certificates of deposit, high-grade short-term securities, common
or preferred stocks, bonds, or other investments, or may be held in cash. 
Such investments may include any collective investment trust which provides for
the pooling of assets of plans described in section 401(a) of the Code and
exempt from tax under section 501(a) of the Code the terms of which are
incorporated by reference.


3.2                               Stock
Dividends, Splits and Other Capital Reorganizations


Any Company Stock received by the Trustee as a stock split or dividend
or as a result of a reorganization or other recapitalization of the Company
shall be allocated as of each Accounting Date under the Plan in proportion to
the Company Stock to which it is attributable.


3.3                               Voting
and Tender of Shares


The Trustee shall exercise all voting, tender, exchange and other
rights with respect to Company Stock held in the Trust Fund at its discretion,
except to the extent set forth in the Plan and otherwise consistent with its
duties described in Section 2.3.


3.4                               Put
Option


If the distribution of any portion of a Participant’s ESOP Stock
Account as defined in the Plan is to be made in cash, or the Trustee expects to
incur substantial Trust expenses which will



 7
 









not be paid directly by the Employers, and the Trustee
determines that the Trust Fund has insufficient cash to make anticipated
distributions or pay Trust expenses, the Trust shall have a “put option” on
Company Stock it holds to the Company for the purpose of making such
anticipated distributions and paying such expenses; provided, however, that the
Company shall not be obligated to make any payment under such put option if
prohibited from doing so by law.  The
implementation of such a put option shall be pursuant to one or more of the
following arrangements as the Trustee shall determine.


(a)                                  The Trustee shall put
Company Stock to the Company on an Accounting Date in an amount sufficient to
provide an amount of cash estimated in good faith to be sufficient to make
anticipated distributions from the Trust for payment of benefits or expenses
until the next succeeding Accounting Date.


(b)                                 If permitted under
applicable law, rulings and regulations, and not a prohibited transaction under
section 4975(c) of the Code or sections 406 or 407 of ERISA, the Trustee, in
its discretion, shall put Company Stock to the Company on a date other than an
Accounting Date, and shall be paid therefor the fair market value of such
Company Stock determined as of the next preceding Accounting Date.


(c)                                  The Trustee may cause
a special valuation of the Company Stock to be made by an Independent Appraiser
as of the date of the put option to the Company, or it may cause benefits to be
distributed based on the value of a Participant’s accounts as of the Accounting
Date next preceding the date for which payment is requested.


(d)                                 The Trustee may
exercise a put option to the Company and cause the fair market value of such
Company Stock to be paid by the Company pursuant to any other arrangement
agreed upon by the Trustee to the extent permitted by applicable law, rulings
and regulations.


SECTION 4


ADDITIONAL
EMPLOYERS


Any “Controlled Group Member” (as defined in the Plan) may become a
party to this Trust Agreement by:


(a)                                  filing with the
Company and the Trustee a certified copy of a resolution of its Board of
Directors to that effect; and


(b)                                 filing with the
Trustee a certified copy of a resolution of the Board of Directors of the
Company consenting to such action.



 8
 









SECTION 5


Change
of Trustee


5.1                               Resignation


The Trustee may resign at any time by giving thirty (30) days’ advance
written notice to the Company and the Administrator.


5.2                               Removal
of the Trustee


The Company may remove the Trustee by giving thirty (30) days’ advance
written notice to the Trustee, subject to providing the removed Trustee with
satisfactory written evidence of the appointment of a successor Trustee and of
the successor Trustee’s acceptance of the trusteeship and subject to the
Company’s commitments regarding the term of trust services to be provided by
the Trustee pursuant to the engagement letter between the Company and Trustee.


5.3                               Duties
of Resigning or Removed Trustee and of Successor Trustee


If the Trustee resigns or is removed, it shall promptly transfer and
deliver the assets of the Trust Fund to the successor Trustee(s), and may
reserve such amount to provide for the payment of all fees and expenses, or
taxes then or thereafter chargeable against the Trust Fund and properly payable
out of the Trust Fund without violating applicable law, to the extent not
previously paid by the Company.  The Company shall be obligated to
reimburse the Trust for any amount reserved by the Trustee.  Within 120
days, the resigned or removed Trustee shall furnish to the Company and the
successor Trustee(s) an account of its administration of the Trust from the
date of its last account.  Each successor Trustee shall succeed to the
title to the Trust Fund vested in his predecessor without the signing or filing
of any further instrument, but any resigning or removed Trustee shall execute
all documents and do all acts necessary to vest such title or record in any
successor Trustee.  Each successor shall have all the powers, rights and
duties conferred by this Trust Agreement as if originally named Trustee. 
No successor Trustee shall be personally liable for any act or failure to act
of a predecessor Trustee.  With the approval of the Administrator, a
successor Trustee may accept the account rendered and the property delivered to
it by its predecessor Trustee as a full and complete discharge to the
predecessor Trustee without incurring any liability or responsibility for so
doing.


5.4                               Filling
Trustee Vacancy


The Company may fill a vacancy in the office of Trustee as soon as practicable
by a writing filed with the person or entity appointed to fill the vacancy.



 9
 









SECTION 6


Amendment
and Termination


6.1                               Amendment


While the Employers expect and intend to continue the Trust, the
Company reserves the right to amend the Trust at any time pursuant to an action
of the Company’s Board of Directors, except that no amendment shall change the
rights, duties, liabilities, and indemnification of the Trustee under this
Trust Agreement without its prior written agreement, nor reduce a Participant’s
benefits to less than the amount such Participant would be entitled to receive
if such Participant had resigned from the employ of the Employers on the date
of the amendment.


6.2                               Termination


The Trust may be terminated as to all Employees on any date specified
by the Company.  The Trust will terminate as to any Employer on the first
to occur of the following:


(a)                                  the date it is
terminated by that Employer;


(b)                                 the date such Employer’s
contributions to the Trust are completely discontinued; or


(c)                                  the date such
Employer is judicially declared bankrupt under Chapter 7 of the U.S. Bankruptcy
Code.


The Trustee’s powers upon termination as described above will continue
until liquidation of the Trust Fund, or the portion thereof attributable to an
Employer, as the case may be. Upon termination of this Trust the Trustee shall
first reserve such reasonable amounts as it may deem necessary to provide for
the payment of any expenses or fees then or thereafter chargeable to the Trust
Fund.  Subject to such reserve, the
balance of the Trust Fund shall be liquidated and distributed by the Trustee to
or for the benefit of the Participants or their beneficiaries, as directed by
the Administrator after compliance with applicable requirements of ERISA, as
amended from time to time, or other applicable law, accompanied by a
certification that the disposition is in accordance with the terms of the Plan
and the Trustee need not question the propriety of such certification.  The Company shall have full responsibility to
see that such distribution is proper and within the terms of the Plan and this
Trust.


SECTION 7


MISCELLANEOUS


7.1                               Disagreement
as to Acts


If there is a disagreement between the Trustee and anyone as to any act
or transaction reported in any accounting, the Trustee shall have the right to
have its account settled by a court of competent jurisdiction.



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7.2                               Persons
Dealing with Trustee


No person dealing with the Trustee shall be required to see to the
application of any money paid or property delivered to the Trustee, or to
determine whether or not the Trustee is acting pursuant to any authority
granted to it under this Agreement or the Plan.


7.3                               Benefits
May Not Be Assigned or Alienated


Except to the extent expressly permitted by the Code or ERISA, the
interests under the Plan and this Agreement of Participants and Beneficiaries
are not subject to the claims of their creditors and may not be voluntarily or
involuntarily assigned, alienated or encumbered.


7.4                               Evidence


Evidence required of anyone under this Agreement may be by certificate,
affidavit, document or other instrument which the person acting in reliance
thereon considers pertinent and reliable, and signed, made or presented by the
proper party.


7.5                               Waiver
of Notice


Any notice required under this Agreement may be waived in writing by
the person entitled thereto.


7.6                               Counterparts


This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and no other counterparts need be produced.


7.7                               Governing
Laws and Severability


This Agreement shall be construed and administered according to the
laws of Illinois to the extent that such laws are not preempted by the laws of
the United States of America.  If any provision of this Agreement is held
illegal or invalid, the illegality or invalidity shall not affect the remaining
provisions of the Agreement, but shall be severable, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had never been
inserted herein.


7.8                               Successors,
Etc.


This Agreement shall be binding on the Employers, and any successors
thereto by virtue of any merger, sale, dissolution, consolidation or
reorganization, on the Trustee and its successor and on all persons entitled to
benefits under the Plan and their respective heirs and legal representatives.


7.9                               Action


Any action required or permitted to be taken by the Company under this
Agreement shall be by resolution of its Board of Directors or by a person or
persons authorized by resolution of its Board of Directors.  The Trustee shall not recognize or take
notice of any appointment of any



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representative of the Company or Administrator unless
and until the Company or the Administrator shall have notified the Trustee in
writing of such appointment and the extent of such representative’s
authority.  The Trustee may assume that
such appointment and authority continue in effect until it receives written
notice to the contrary from the Company or Administrator.  Any action taken or omitted to be taken by
the Trustee upon direction of any representative of the Company or
Administrator in accordance with this Trust and within the scope of the
representative’s authority shall be as effective for all purposes hereof as if
such action or nonaction had been authorized by the Company or Administrator.


7.10                        Conformance
with Plan


To the extent the provisions of the Plan and this Trust Agreement
conflict, the provisions of this Trust Agreement shall govern.


7.11                        Indemnification


(a)           Indemnification  Subject to the applicable provisions of
ERISA, the Company and any subsidiaries (collectively, the “Indemnitors”) shall
jointly and severally release, indemnify and hold harmless the Indemnitees for
any loss, cost, expense, or other damage, including (but not limited to)
attorney’s fees, suffered by any of the Indemnitees resulting from, or incurred
with respect to, any legal proceedings, actions, suits, arbitrations and
investigations related in any way to the performance of services by any one or
more of the Indemnitees pursuant to this Agreement and the Trust (the “Right of
Indemnification”).  The Right of
Indemnification provided for in this Section 7.11 shall extend to: (a) any
action taken or not taken in good faith by any of the Indemnitees; and (b) all
reasonable costs and expenses incurred by the Indemnitees in enforcing the
Right of Indemnification, including, but not limited to, reasonable attorneys’
fees and court costs.  However, the Right
of Indemnification shall not apply to the extent that any loss, cost, expense,
or damage with respect to which any of the Indemnitees shall seek
indemnification is held by a court of competent jurisdiction, in a final
judgment from which no appeal can be taken, to have resulted either from the
gross negligence or from the willful misconduct of one or more of the Indemnitees.  For purposes of this Agreement, the term “Indemnitees”
shall mean the Trustee and its officers, directors, employees and agents.


(b)           Defense of
Actions.


(i)  Notice.   If one or more of the Indemnitees receives
notice of any legal proceeding with respect to which indemnification may be
sought against the Indemnitors pursuant to Section 7.11 (a “Proceeding”), an
Indemnitee shall notify the Company of the Proceeding in writing within 30 days
of the commencement of the Proceeding. 
However, the failure to so notify the Company shall not relieve the
Indemnitors from their Right of Indemnification obligations, except to the
extent that the failure to so notify the Company shall actually have prejudiced
the defense of any Proceeding.  The
Company will be entitled to assume the defense of the Proceeding with counsel
reasonably satisfactory to the Indemnitees or to otherwise participate in the
Proceeding.  If the Company elects to
assume the defense of the Proceeding, it then shall pay all costs of defense.



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(ii)  Reimbursement
of Expenses.  The Indemnitors shall
reimburse the Indemnitees for all reasonable costs that they incur in
connection with any Proceeding, including (but not limited to) costs of
investigation, of testifying in any hearing, of responding to discovery
proceedings, and of consulting with the Indemnitors or the attorneys for the
Indemnitors.  The Indemnitees shall have
the right to employ their own counsel in any Proceeding, and the fees and expenses
of the Indemnitees’ counsel shall be paid by the Indemnitors as they are
incurred, if any one or more of the following conditions are satisfied:


the employment by the Indemnitees of their own counsel
shall be authorized by the Company;


the Indemnitees are advised by their counsel that
there may be one or more legal defenses available to them which are different
from or additional to defenses available to the Company (in which case the
Company shall not have the right to assume the defense of the Proceeding on
behalf of the Indemnitees);


the Company fails to assume the defense of the
Proceeding and to employ counsel satisfactory to the Indemnitees within 14 days
after being notified of the commencement of the Proceeding; or


the Indemnitees shall be informed by their counsel
that a conflict exists with the counsel selected by the Company.


(c)           Governmental
Investigations.  The provisions of
this Section 7.11 shall apply if any governmental or private commission or
regulatory authority shall investigate any of the Indemnitees, or shall require
any of the Indemnitees to testify in any hearing or in connection with any
investigation, regarding the performance of services by the Indemnitees
pursuant to the Trust.  Investigations
covered by this Section 7.11 shall include, but shall not be limited to, investigations
conducted by any agency of the United States or of any state, by any committee
of the Congress of the United States or of the legislature of any state, or by
a stock exchange or other entity having authority to investigate or regulate
similar to that of a stock exchange.  In
the case of any investigation, the Indemnitees shall have the right to employ
separate counsel to represent them, and the Indemnitors shall pay the
reasonable fees and expenses of the Indemnitees’ counsel as they are incurred.  The Trustee agrees that it shall reasonably
cooperate with the Company in connection with any investigation.


(d)           Limitation.  If a court of competent jurisdiction shall
hold that any payment or award of indemnification pursuant to the terms of this
Agreement shall be unavailable to any one or more of the Indemnitees from the
Indemnitors for any reason other than their gross negligence or willful
misconduct, the Indemnitees shall nevertheless have a right of contribution
against the Indemnitors, which shall accordingly reimburse the affected
Indemnitees consistent with this Agreement, but taking into account the basis
for the denial of full indemnification by the court.



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7.12                        Headings


The headings of Sections of this Agreement are for convenience of reference
only and shall have no substantive effect on the provisions of this Agreement.


7.13                        Multiple
Trustees


In the event that more than one person shall serve as co-trustees
hereunder, then the action of a majority of the co-trustees serving at any time
shall be deemed to be the action of the Trustee.


7.14                        Integration


Except for the Trustee Engagement Agreement by and between GreatBanc
Trust Company and the Company, dated February 7, 2007, this Trust Agreement and
the Plan contain the entire agreement and understanding of the Company, the
Company and the Trustee with respect to the subject matter thereof and
supersede all prior agreements and understandings related to such subject
matter.  This Agreement shall be binding
upon the parties hereto and their successors and assigns.


IN WITNESS WHEREOF, the Company and Trustee have caused these presents
to be signed and their seals to be hereunto affixed and attested by their duly
authorized officers all 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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