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<TYPE>EX-10.8
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<FILENAME>a2072358zex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
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                                 TRIBUNE COMPANY
             TRANSITIONAL COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

Tribune Company, by resolution of its Board of Directors, adopted the Tribune
Company Transitional Compensation Plan for Executive Employees (the "Plan") on
December 9, 1985, to attract and retain executives of outstanding competence and
to provide additional assurance that they will remain with Tribune Company and
its subsidiaries on a long-term basis. The following provisions constitute an
amendment and restatement of the Plan effective as of December 4, 2001.

1.   PARTICIPATION. Any full-time, key executive employee of Tribune Company or
     of any of its subsidiaries shall be eligible to participate in the Plan in
     one of two separate tiers, if at the time his employment terminates he has
     been designated by the Committee as being covered by the Plan within a
     specific tier, and such designation has not been revoked; provided,
     however, that no revocation of such designation shall be effective if made:
     (a) on the day of, or within 36 months after, occurrence of a "Change in
     Control," as such term is hereinafter defined; or (b) prior to a Change in
     Control, but at the request of any third party participating in or causing
     the Change in Control; or (c) otherwise in connection with or in
     anticipation of a Change in Control.

     For the purposes of the Plan, the term "subsidiary" shall mean any
     corporation, more than 50 percent of the outstanding, voting stock in which
     is owned by Tribune Company or by a subsidiary.

2.   ADMINISTRATION. The Plan shall be administered by the Governance and
     Compensation Committee of the Board of Directors of Tribune Company (the
     "Committee") or by a successor committee. The Committee shall have the
     authority to make rules and regulations governing the administration of the
     Plan, to designate executive employees to be covered by the Plan, to revoke
     such designations, and to make all other determinations or decisions, and
     to take such actions, as may be necessary or advisable for the
     administration of the Plan. The Committee's determinations need not be
     uniform, and may be made selectively among eligible employees, whether or
     not they are similarly situated.

3.   ELIGIBILITY FOR TRANSITIONAL COMPENSATION. An executive who is a
     Participant in the Plan shall be eligible to receive transitional
     compensation, in the amounts and at the times described in paragraph 5, if:

     (a)  His employment with the Company and all of its subsidiaries is
terminated:

          (i)  On the day of, or within 36 months after, occurrence of a "Change
               in Control," as such term is hereinafter defined; or
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          (ii) Prior to a Change in Control, but at the request of any third
               party participating in or causing the Change in Control; or

         (iii) Otherwise in connection with or in anticipation of a Change in
               Control; and

     (b)  The Participant's termination of employment was not:

          (i)  On account of his death;

          (ii) On account of a physical or mental condition that would entitle
               him to long-term disability benefits under the Tribune Company
               Salary Continuation Plan, as then in effect (whether or not he is
               actually a Participant in such plan);

         (iii) For conduct involving dishonesty or willful misconduct which, in
               either case, is detrimental in a significant way to the business
               of Tribune Company or any of its subsidiaries; or

          (iv) On account of the employee's voluntary resignation; provided that
               a resignation shall not be considered to be "voluntary" for the
               purposes of the Plan in the following situations: (x) if the
               termination by Tribune Company's Chairman & Chief Executive
               Officer or those designated as Tier I participants as of January
               1, 1995 occurs during the 30-day period immediately following the
               first anniversary of the Change in Control (i.e., this provision
               is not available for Tier II Participants); or (y) if the
               termination occurs under the circumstances described in paragraph
               13(a) of the Plan; or (z) if, subsequent to the Change in Control
               and prior to such resignation, there has been a reduction in the
               nature or scope of the Participant's compensation or benefits, or
               a change in the city in which he is required to perform his
               duties.

4.   CHANGE IN CONTROL. For the purposes of the Plan, a "Change in Control"
     shall mean:

     (a)  The acquisition, other than from Tribune Company, by any person,
          entity, or "group" (within the meaning of Section 13(d)(3) or 14(d)(2)
          of the Securities Exchange Act of 1934 (the "Exchange Act")),
          excluding for this purpose the Robert R. McCormick Tribune Foundation,
          the Cantigny Foundation (or any charitable trust, foundation,
          organization, or similar entity or entities succeeding to one or both
          of those Foundations or any substantial part thereof) and any employee
          benefit plan or trust of Tribune Company or its subsidiaries, of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 20 percent or more

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          of either the then outstanding shares of common stock or the combined
          voting power of Tribune Company's then outstanding voting securities
          entitled to vote generally in the election of directors; or

     (b)  Individuals who, as of December 7, 1998, constitute the Board of
          Directors of Tribune Company (as of December 7, 1998 the "Incumbent
          Board" and, generally, the "Board") cease for any reason to constitute
          at least a majority of the Board, provided that any person becoming a
          director subsequent to the date hereof whose election, or nomination
          for election, by the shareholders of Tribune Company was approved by a
          vote of at least a majority of the directors then comprising the
          Incumbent Board (other than an election or nomination of an individual
          whose initial assumption of office is in connection with an actual or
          threatened election contest relating to the election of the members of
          the Board of Tribune Company, as such terms are used in Rule 14a-11 of
          Regulation 14A promulgated under the Exchange Act) shall be considered
          as though such person were a member of the Incumbent Board; or

     (c)  Consummation of a reorganization, merger, or consolidation involving
          Tribune Company, in each case, with respect to which persons who were
          the shareholders of Tribune Company immediately prior to such
          reorganization, merger or consolidation do not, immediately
          thereafter, own, directly or indirectly, 50% or more of the combined
          voting power of the then outstanding securities entitled to vote
          generally in the election of directors of the reorganized, merged or
          consolidated company, or a liquidation or dissolution of Tribune
          Company, or the sale of all or substantially all of the assets of
          Tribune Company.

5.   AMOUNT AND PAYMENT OF TRANSITIONAL COMPENSATION. A Participant who is
     eligible for transitional compensation shall receive:

     (a)  A lump-sum cash payment, payable within 30 calendar days after the
          date on which his employment terminates, in an amount equal to the sum
          of:

          (i)  For Tier I Participants, three (3) multiplied by the sum of (x)
               the Participant's highest annual rate of Base Salary in effect
               within the three years prior to or upon the effective date of
               termination and (y) two hundred percent (200%) of the
               Participant's target bonus payable for the year in which the
               Change in Control occurs under the Tribune Company 1997 Incentive
               Compensation Plan, as now or hereafter amended, or any
               replacement or successor plan; or

          (ii) For Tier II Participants, two (2) multiplied by the sum of (x)
               the Participant's highest annual rate of Base Salary in effect
               within the three years prior to or upon the effective date of
               termination and (y) two hundred percent (200%) of the
               Participant's target bonus payable

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               for the year in which the Change in Control occurs under the
               Tribune Company 1997 Incentive Compensation Plan, as now or
               hereafter amended, or any replacement or successor plan.

     (b)  Outplacement services at a qualified agency selected by Tribune
          Company;

     (c)  Continuation of coverage under his employer's group medical, group
          life, and group long-term disability plans, if any, and under any
          policy or policies of "split dollar" life insurance maintained by his
          employer, until the earliest to occur of:

          (i)  The expiration of 36 months for Tier I Participants, and the
               expiration of 24 months for Tier II Participants, from the date
               on which his employment terminates; or

          (ii) The date on which he obtains comparable coverage provided by a
               new employer.

     For purposes of this paragraph 5, a Participant's annual rate of base
     salary shall be determined prior to any reduction for deferred
     compensation, "401(k)" plan contributions, and similar items, provided that
     any reduction in a Participant's annual rate of salary, group insurance or
     split dollar coverage, occurring within 36 months after a Change in Control
     shall be disregarded, and the payments and coverage under this paragraph
     shall be governed by the annual salary, group insurance and split dollar
     coverage, provided to such Participant immediately prior to such reduction.

6.   TAXES. If, for any reason, any part or all of the amounts payable to a Tier
     I or Tier II Participant pursuant to the Plan (or otherwise, if such
     amounts are paid by Tribune Company or any of its subsidiaries after there
     has been a Change in Control) are deemed to be "excess parachute payments"
     within the meaning of Section 280G(b)(1) of the Internal Revenue Code of
     1986, as amended (the "Code"), Tribune Company shall pay to such
     Participant, in addition to any other amounts that he may be entitled to
     receive pursuant to the Plan, an amount which, after all federal, state,
     and local taxes (of whatever kind) imposed on the Participant with respect
     to such amount are subtracted therefrom, is equal to the excise taxes
     imposed on such excess parachute payments pursuant to Section 4999 of the
     Code.

7.   NO FUNDING OF TRANSITIONAL COMPENSATION. Nothing herein contained shall
     require or be deemed to require Tribune Company or a subsidiary to
     segregate, earmark, or otherwise set aside any funds or other assets to
     provide for any payments required to be made hereunder, and the rights of a
     terminating Participant to transitional compensation hereunder shall be
     solely those of a

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     general, unsecured creditor of Tribune Company. However, Tribune Company
     may, in its discretion, deposit cash or property, or both, equal in value
     to all or a portion of the amounts anticipated to be payable hereunder for
     any or all Participants into a trust, the assets of which are to be
     distributed at such times as are provided for in the Plan; provided that
     such assets shall be subject at all times to the rights of Tribune
     Company's general creditors.

8.   DEATH. In the event of a Participant's death, any amount or benefit payable
     or distributable to him pursuant to paragraph 5(a) and paragraph 6 shall be
     paid to the beneficiary designated by such Participant for such purpose in
     the last written instrument received by the Committee prior to the
     Participant's death, if any, otherwise, to the Participant's estate.

9.   RIGHTS IN THE EVENT OF DISPUTE. If a claim or dispute arises concerning the
     rights of a Participant or beneficiary to benefits under the Plan,
     regardless of the party by whom such claim or dispute is initiated, Tribune
     Company shall, upon presentation of appropriate vouchers, pay all legal
     expenses, including reasonable attorneys' fees, court costs, and ordinary
     and necessary out-of-pocket costs of attorneys, billed to and payable by
     the Participant or by anyone claiming under or through the Participant
     (such person being hereinafter referred to as the Participant's
     "claimant"), in connection with the bringing, prosecuting, defending,
     litigating, negotiating, or settling such claim or dispute; provided that:

     (a)  The Participant or the Participant's claimant shall repay to Tribune
          Company any such expenses theretofore paid or advanced by Tribune
          Company if and to the extent that the party disputing the
          Participant's rights obtains a judgment in its favor from a court of
          competent jurisdiction from which no appeal may be taken, whether
          because the time to do so has expired or otherwise, and it is
          determined that such expenses were not incurred by the Participant or
          the Participant's claimant while acting in good faith; provided
          further that

     (b)  In the case of any claim or dispute initiated by a Participant or the
          Participant's claimant, such claim shall be made, or notice of such
          dispute given, with specific reference to the provisions of this Plan,
          to the Committee within one year after the occurrence of the event
          giving rise to such claim or dispute.

10.  AMENDMENT OR TERMINATION. The Board of Directors of Tribune Company
     reserves the right to amend, modify, suspend, or terminate the Plan at any
     time; provided that:

     (a)  Without the consent of the Participant, no such amendment,
          modification, suspension, or termination shall reduce or diminish his
          right to receive any payment or benefit which becomes due and payable
          under the Plan as then in effect by reason of his termination of
          employment prior to the date on

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          which such amendment, modification, suspension, or termination becomes
          effective; and

     (b)  No such amendment, modification, suspension, or termination which has
          the effect of reducing or diminishing the right of any Participant to
          receive any payment or benefit under the Plan will become effective
          prior to the expiration of the 36 consecutive month period commencing
          on the date of a Change in Control, if such amendment, modification,
          suspension, or termination was effected: (i) on the day of or
          subsequent to the Change in Control; (ii) prior to the Change in
          Control, but at the request of any third party participating in or
          causing the Change in Control; or (iii) otherwise in connection with
          or in anticipation of a Change in Control.

11.  NO OBLIGATION TO MITIGATE DAMAGES. In the event a Participant becomes
     eligible to receive benefits hereunder, the Participant shall have no
     obligation to seek other employment in an effort to mitigate damages. To
     the extent a Participant shall accept other employment after his
     termination of employment, the compensation and benefits received from such
     employment shall not reduce any compensation and benefits due under this
     Plan, except as provided in paragraph 5(c).

12.  OTHER BENEFITS. The benefits provided under the Plan shall, except to the
     extent otherwise specifically provided herein, be in addition to, and not
     in derogation or diminution of, any benefits that a Participant or his
     beneficiary may be entitled to receive under any other plan or program now
     or hereafter maintained by Tribune Company or by any of its subsidiaries.

13.  SUCCESSORS.

     (a)  Tribune Company will require any successor (whether direct or
          indirect, by purchase, merger, consolidation, or otherwise) to all or
          substantially all of the business and/or assets of Tribune Company, to
          expressly assume and agree to perform Tribune Company's obligations
          under this Plan in the same manner and to the same extent that Tribune
          Company would be required to perform them if no such succession had
          taken place unless, in the opinion of legal counsel mutually
          acceptable to a majority of the Participants, such obligations have
          been assumed by the successor as a matter of law. Failure of Tribune
          Company to obtain such agreement prior to the effectiveness of any
          such succession (unless the foregoing opinion is rendered to the
          Participants) shall entitle each Participant to terminate his
          employment and to receive the payments provided for in paragraphs 5
          and 6 above. As used in this Plan, "Tribune Company" shall mean such
          company, as presently constituted, and any successor to its business
          and/or assets which executes and delivers the agreement provided for
          in this paragraph 13 or which otherwise becomes bound by all the terms
          and provisions of the Plan as a matter of law.

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     (b)  A Participant's rights under this Plan shall inure to the benefit of,
          and shall be enforceable by, the Participant's legal representative or
          other successors in interest, but shall not otherwise be assignable or
          transferable.

14.  NOTICES. Any notices referred to herein shall be in writing and shall be
     sufficient if delivered in person or sent by U.S. registered or certified
     mail to the Participant at his address on file with his employer (or to
     such other address as the Participant shall specify by notice), or to
     Tribune Company at 435 North Michigan Avenue, Chicago, Illinois 60611,
     Attention: Governance and Compensation Committee.

15.  WAIVER. Any waiver of any breach of any of the provisions of the Plan shall
     not operate as a waiver of any other breach of such provisions or any other
     provisions, nor shall any failure to enforce any provision of the Plan
     operate as a waiver of any party's right to enforce such provision or any
     other provision.

16.  SEVERABILITV. If any provision of the Plan or the application thereof is
     held invalid or unenforceable by a court of competent jurisdiction, the
     invalidity or unenforceability thereof shall not affect any other
     provisions or applications of this Plan which can be given effect without
     the invalid or unenforceable provision or application.

17.  GOVERNING LAW. The validity, interpretation, construction, and performance
     of the Plan shall be governed by the laws of the state of Illinois.

18.  HEADINGS. The headings and paragraph designations of the Plan are included
     solely for convenience of reference and shall in no event be construed to
     effect or modify any provisions of the Plan.

19.  GENDER AND NUMBER. In the Plan where the context admits, words in any
     gender shall include the other gender, words in the plural shall include
     the singular, and words in the singular shall include the plural.

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