TRIBUNE COMPANY
 
                         ----------------------------
 
                         1992 LONG-TERM INCENTIVE PLAN
 
                     (As Amended and In Effect on 4-19-94)
 
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                                   ARTICLE I
 
                                    Purpose
 
      The purpose of the 1992 Long-Term Incentive Plan (this "Plan") is to
enable Tribune Company (the "Company") to offer key management employees of the
Company and Subsidiaries (defined below) performance-based stock incentives and
other equity interests in the Company and other incentive awards, thereby
attracting, retaining and rewarding such employees, and strengthening the
mutuality of interests between the employees and the Company's stockholders.
 
 
                                  ARTICLE II
 
                                  Definitions
 
      For purposes of this Plan, the following terms shall have the following
meanings:
 
      2.1 "Award" shall mean any form of Stock Option, Stock Appreciation Right,
Stock Award, Performance Shares, Performance Units or Other Stock-Based Award
granted under this Plan, whether singly, in combination, or in tandem, to a
Participant by the Committee pursuant to such terms, conditions, restrictions
and/or limitations, if any, as the Committee may establish by the Award Notice
or otherwise.
 
      2.2 "Award Notice" shall mean a written notice from the Company to a
Participant that establishes the terms, conditions, restrictions, and/or
limitations applicable to an Award.
 
      2.3 "Beneficiary" shall mean a person or persons designated by a
Participant to succeed to, in the event of death, any outstanding Award held by
the Participant.  Any Participant may, subject to such limitations as may be
prescribed by the Committee, designate one or more persons primarily or
contingently as beneficiaries in writing by notice delivered to the Company, and
may revoke such designations in writing.  If a Participant fails effectively to
designate a beneficiary, then the Participant's estate shall be the
Participant's beneficiary.
 
      2.4 "Board" shall mean the Board of Directors of the Company.
 
      2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor legislation.
 
      2.6 "Committee" shall mean the Governance and Compensation Committee or
such other committee of the Board appointed from time to time by the Board
consisting of two or more Directors, none of whom can participate in this Plan.
Members of the Committee must qualify as disinterested persons within the
meaning of Securities and Exchange Commission Regulation (S) 240.16b-3 or any
successor regulation.
 
      2.7 "Common Stock" shall mean the common stock (without par value) of the
Company.
<PAGE>
 
      2.8  "Disability" shall mean a disability qualifying the Participant to
receive benefits under the Company's or a Subsidiary's long-term disability
plan.  Disability shall be deemed to occur on the date eligibility for such
benefit payments begins.
 
      2.9 "Fair Market Value" unless otherwise required by any applicable
provision of the Code or any regulations issued thereunder shall mean, as of any
date, the closing price of the applicable security as reported on the New York
Stock Exchange Composite Transactions list (or such other consolidated
transaction reporting system on which the applicable security is primarily
traded) for such day, or if the applicable security was not traded on such day,
then the next preceding day on which the security was traded, all as reported by
such source as the Committee may select. If the applicable security is not
readily tradeable on a national securities exchange or other market system, its
Fair Market Value shall be set under procedures established by the Committee on
the advice of an investment advisor.
 
      2.10  "Incentive Stock Option" shall mean any Stock Option awarded under
Article VI of this Plan intended to be and designated as an "Incentive Stock
Option" within the meaning of Section 422 of the Code or any successor
provision.
 
      2.11  "Non-Qualified Stock Option" shall mean any Stock Option awarded
under Article VI of this Plan that is not an Incentive Stock Option.
 
      2.12  "Officer" shall mean an employee of the Company or a Subsidiary who
is considered to be an officer under Securities and Exchange Commission
Regulation (S) 240.16a-1(f) or any successor regulation.
 
      2.13  "Participant" shall mean an Eligible Employee (as defined in Section
5.1) to whom an Award has been made pursuant to this Plan.
 
      2.14  "Replacement Option" shall mean a Non-Qualified Stock Option granted
pursuant to Section 6.3, upon the exercise of a Stock Option granted pursuant to
this Plan or the Company's 1984 Long-Term Performance Plan (the "1984 Plan")
where the option price is paid with previously owned shares of Common Stock.
 
      2.15  "Retirement" shall mean any termination of employment by an employee
(other than by death or Disability) who is at least 55 years of age after at
least 10 years of employment by the Company and/or a Subsidiary.
 
      2.16  "Stock Option" or "Option" shall mean any right to purchase shares
of Common Stock (including a Replacement Option) granted pursuant to Article VI
of this Plan.
 
      2.17  "Subsidiary" shall mean any corporation (or partnership, joint
venture, or other enterprise) (i) of which the Company owns or controls,
directly or indirectly, 50.1% or more of the outstanding shares of stock
normally entitled to vote for the election of directors (or comparable equity
participation and voting power) or (ii) which the Company otherwise controls (by
contract or any other means).  "Control" means the power to direct or cause the
direction of the management and policies of a corporation, partnership, joint
venture, or other enterprise.
 
      2.18  "Termination of Employment" shall mean the termination of a
Participant's employment with the Company and any Subsidiary.  A Participant
employed by a Subsidiary shall also be deemed to incur a Termination of
Employment if the Subsidiary ceases to be a Subsidiary and the Participant does
not immediately thereafter become an employee of the Company or another
Subsidiary.
 
                                      -2-
<PAGE>
 
      2.19  "Transfer" shall mean anticipation, alienation, attachment, sale,
assignment, pledge, encumbrance, charge or other disposition; and the terms
"Transferred" or "Transferable" shall have corresponding meanings.
 
 
                                  ARTICLE III
 
                                Administration
 
      3.1 The Committee.  This Plan shall be administered and interpreted by the
Committee.
 
      3.2 Awards.  The Committee shall have full authority to grant, pursuant to
the terms of this Plan, to Eligible Employees:  (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Stock Awards, (iv) Performance Shares, (v)
Performance Units, and (vi) Other Stock-Based Awards.  In particular, and
without limitation, the Committee shall have the authority:
 
      (a) to select the Eligible Employees to whom Awards may from time to time
    be granted hereunder;
 
      (b) to determine the types of Awards, and combinations thereof, to be
    granted hereunder to Eligible Employees and whether such Awards are to
    operate on a tandem basis and/or in conjunction with or apart from other
    awards made by the Company outside of this Plan;
 
      (c) to determine the number of shares of Common Stock or monetary units to
    be covered by each such Award granted hereunder;
 
      (d) to determine the terms and conditions, not inconsistent with the terms
    of this Plan, of any Award granted hereunder (including, but not limited to,
    any restriction or limitation on transfer, any vesting schedule or
    acceleration thereof, or any forfeiture provisions or waiver thereof,
    regarding any Award and the shares of Common Stock relating thereto, based
    on such factors as the Committee shall determine, in its sole discretion);
 
      (e) to determine whether Stock and other amounts payable with respect to
    an Award under this Plan shall be deferred either automatically or at the
    election of the Participant; and
 
      (f) to modify or waive any restrictions or limitations contained in, and
    grant extensions to or accelerate the vestings of, any outstanding Awards as
    long as such modifications, waivers, extensions or accelerations are
    consistent with the terms of this Plan; but no such changes shall impair the
    rights of any Participant without his or her consent.
 
      3.3 Guidelines.  The Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing this
Plan and perform all acts, including the delegation of its administrative
responsibilities, as it shall, from time to time, deem advisable; to construe
and interpret the terms and provisions of this Plan and any Award issued under
this Plan (and any Award Notices or agreements relating thereto); and to
otherwise supervise the administration of this Plan.  The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any Award Notices or agreement relating thereto in the manner and to the
extent it shall deem necessary to carry this Plan into effect.
 
                                      -3-
<PAGE>
 
      3.4 Decisions Final.  Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective Beneficiaries, heirs, executors,
administrators, successors and assigns.
 
 
 
                                  ARTICLE IV
 
                               Shares Available
 
      4.1 Shares.  For each fiscal year of the Company from and including the
year ending December 27, 1992, the number of shares of Common Stock available
for Awards under this Plan shall be the sum of the following amounts:
 
      (a) For Awards generally:  a number of shares equal to (i) nine-tenths of
    one percent (0.9%) of the adjusted average Common Stock outstanding used by
    the Company to calculate fully diluted earnings per share for the preceding
    year, plus (ii) any shares of Common Stock available for Awards under this
    subsection in previous years but not actually awarded, plus (iii) any shares
    of Common Stock subject to an Award hereunder (other than Replacement
    Options) if there is a lapse, forfeiture, expiration or termination of any
    such Award;
 
      (b) For Replacement Options:  a number of shares equal to (i) four-tenths
    of one percent (0.4%) of the adjusted average Common Stock outstanding used
    by the Company to calculate fully diluted earnings per share for the
    preceding year, plus (ii) any shares of Common Stock which as of the
    effective date of this Plan are authorized for awards under the 1984 Plan
    and which have not been awarded, plus (iii) any shares of Common Stock
    available for Awards under this subsection in previous years but not
    actually awarded, plus (iv) any shares of Common Stock subject to an Award
    hereunder of Replacement Options granted to persons who are Officers if
    there is a lapse, forfeiture, expiration or termination of any such Award;
    and
 
      (c) For Replacement Options for Non-Officers:  the number of shares of
    Common Stock (i) exchanged by a Participant as full or partial payment to
    the Company of the exercise price, or withheld to pay taxes in connection
    with the exercise of, a Stock Option awarded under this Plan or the 1984
    Plan, plus (ii) any shares of Common Stock available for Awards under this
    subsection in previous years but not actually awarded, plus (iii) any shares
    of Common Stock subject to an Award of a Replacement Option granted to a
    person who is not an Officer if there is a lapse, forfeiture, expiration or
    termination of any such Award.
 
      The shares authorized under subsection (a) above shall be available for
any Awards made under this Plan; the shares authorized under subsection (b)
above shall be available only for Awards of Replacement Options; and the shares
authorized under subsection (c) above shall be available only for Awards of
Replacement Options to persons who are not Officers on the date of the Award.
Any shares of Common Stock delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued shares or treasury shares.
 
      No more than three million (3,000,000) shares of Common Stock shall be
cumulatively available for issuance under this Plan for Awards made pursuant to
Articles VIII and XI.
 
                                      -4-
<PAGE>
 
      Notwithstanding any provision in this Plan to the contrary, but subject to
the adjustment provisions of Section 4.4 hereof, the maximum number of shares of
Common Stock available for Awards under this Plan to any Participant in any
fiscal year of the Company shall not exceed 500,000 shares.
 
      4.2 Use of Authorized Shares.  The shares covered by any Award made under
this Plan shall be charged against the applicable pool of shares authorized by
Section 4.1 by first charging them, to the extent permitted in the next to last
paragraph of Section 4.1, against any shares available under Subsection 4.1(c),
next against any shares available under Subsection 4.1(b), and last against any
shares available under Subsection 4.1(a).
 
      For purposes of this Article IV, if an Award is denominated in shares of
Common Stock, the number of shares covered by such Award, or to which such Award
relates, shall be counted on the date of grant of such Award against the
aggregate number of shares available for granting Awards under this Plan;
provided, however, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or are substituted for, other
Awards granted under the 1984 Plan or this Plan may be counted or not counted
under procedures adopted by the Committee in order to avoid double counting.
 
      4.3 Compliance with Rule 16b-3.  To the extent that the provisions above
on the number of shares of Common Stock that can be issued under this Plan do
not conform with Securities and Exchange Commission Regulation (S) 240.16b-3,
the Committee may make such modification in the determination of share usage and
issuance so as to conform this Plan and any Awards granted hereunder to the
Rule's requirements.
 
      4.4 Adjustment Provisions.
 
      (a) If the Company shall at any time change the number of issued shares of
Common Stock without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure affecting the
Common Stock) or make a distribution of cash or property which has a substantial
impact on the value of issued Common Stock, the total number of shares available
for Awards under this Plan shall be appropriately adjusted and the number of
shares covered by each outstanding Award and the reference price or Fair Market
Value for each outstanding Award shall be adjusted so that the net value of such
Award shall not be changed.
 
      (b) In the case of any sale of assets, merger, consolidation, combination
or other corporate reorganization or restructuring of the Company with or into
another corporation which results in the outstanding Common Stock being
converted into or exchanged for different securities, cash or other property, or
any combination thereof (an "Acquisition"), subject to the provisions of this
Plan and any limitation applicable to the Award:
 
      (i) any Participant to whom an Option has been granted shall have the
    right thereafter and during the term of the Option, to receive upon exercise
    thereof the Acquisition Consideration (as defined below) receivable upon the
    Acquisition by a holder of the number of shares of Common Stock which might
    have been obtained upon exercise of the Option or portion thereof, as the
    case may be, immediately prior to the Acquisition;
 
      (ii) any Participant to whom a Stock Appreciation Right has been granted
    shall have the right thereafter and during the term of such right to receive
    upon exercise thereof the difference on the exercise date between the
    aggregate Fair Market Value of the Acquisition Consideration receivable upon
    such acquisition by a holder of the number of shares of Common Stock which
    are covered by such right and the aggregate reference price of such right;
 
                                      -5-
<PAGE>
 
      (iii) any Participant to whom Performance Shares or Performance Units
    have been awarded shall have the right thereafter and during the term of the
    Award, upon fulfillment of the terms of the Award, to receive on the date or
    dates set forth in the Award, the Acquisition Consideration receivable upon
    the Acquisition by a holder of the number of shares of Common Stock which
    are covered by the Award; and
 
      (iv) any Participant to whom Other Stock-Based Awards have been awarded
    shall have the right thereafter and during the term of the Award to
    substitute the Acquisition Consideration for the Common Stock upon which the
    Award is valued or in which the Award is payable.
 
      The term "Acquisition Consideration" shall mean the kind and amount of
securities, cash or other property or any combination thereof receivable in
respect of one share of Common Stock upon consummation of an Acquisition.
 
      (c) Notwithstanding any other provision of this Plan, the Committee may
authorize the issuance, continuation or assumption of Awards or provide for
other equitable adjustments after changes in the Common Stock resulting from any
other merger, consolidation, sale of assets, acquisition of property or stock,
recapitalization, reorganization or similar occurrence upon such terms and
conditions as it may deem equitable and appropriate.
 
      (d) In the event that another corporation or business entity is being
acquired by the Company, and the Company assumes outstanding employee stock
options and/or stock appreciation rights and/or the obligation to make future
grants of options or rights to employees of the acquired entity, the aggregate
number of shares of Common Stock available for Awards under this Plan shall be
increased accordingly.
 
      4.5 Purchase Price.  Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued for purchase under this Plan, such shares shall be issued for a
consideration which shall not be less than $1 per share.
 
 
                                   ARTICLE V
 
                                  Eligibility
 
      5.1 Officers and key management employees of the Company and its
Subsidiaries ("Eligible Employees") are eligible to be granted Awards under this
Plan.  Directors who are not full-time employees of the Company or a Subsidiary
shall not be eligible to be granted Awards under this Plan.  Eligibility under
this Plan shall be determined by the Committee.
 
 
                                  ARTICLE VI
 
                                 Stock Options
 
      6.1 Grants.  Stock Options may be granted alone or in addition to other
Awards granted under this Plan. Each Stock Option granted under this Plan shall
be of one of two types:  (i) an Incentive Stock Option or (ii) a Non-Qualified
Stock Option.  The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options (in each case with or without Stock Appreciation
Rights).
 
                                      -6-
<PAGE>
 
      6.2 Incentive Stock Options.  Anything in this Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under this Plan be so exercised, so as to disqualify this Plan under
Section 422 of the Code, or, without the consent of the Participants affected,
to disqualify any Incentive Stock Option under Section 422 of the Code.  No
Incentive Stock Options may be awarded after the tenth anniversary of the date
this Plan is adopted by the Board, and no more than three million (3,000,000)
shares of Common Stock shall be cumulatively available under this Plan for
issuance upon exercise of Incentive Stock Options.
 
      6.3 Replacement Options.  The Committee may provide either at the time of
grant or subsequently that an Option include the right to acquire a Replacement
Option upon exercise of such Option (in whole or in part) prior to termination
of employment of the Participant and through payment of the exercise price in
shares of Common Stock.  In addition to any other terms and conditions the
Committee deems appropriate, the Replacement Option shall be subject to the
following terms:  (i) the number of shares of Common Stock subject to the
Replacement Option shall not exceed the number of whole shares used to satisfy
the exercise price of the original Option and the number of whole shares, if
any, withheld by the Company as payment for withholding taxes in accordance with
Section 14.4 hereof, (ii) the option grant date will be the date of the exercise
of the original Option, (iii) the exercise price per share shall be the Fair
Market Value on the option grant date, (iv) the Replacement Option shall be
exercisable no earlier than twelve (12) months after the option grant date, (v)
the Option term will not extend beyond the term of the original Option, and (vi)
the Replacement Option shall be a Non-Qualified Stock Option and shall otherwise
meet all conditions of this Article VI.  A Replacement Option may also be 
granted with respect to any option granted under the 1984 Plan.  The Committee
may without the consent of the Participant rescind the right to receive a
Replacement Option grant at any time prior to an Option being exercised.
 
      6.4 Terms of Options.  Options granted under this Plan shall be subject to
the following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:
 
      (a) Exercise Price.  The exercise price per share of Common Stock
    purchasable under a Stock Option shall be determined by the Committee at the
    time of grant but shall be not less than 100% of the Fair Market Value of
    the Common Stock at the option grant date.  In lieu of a fixed exercise
    price, the Committee may establish an exercise price that increases
    automatically on the anniversary of the Option grant date or that adjusts
    periodically based on the relative performance of the Company or its stock
    price as compared with the performance or stock prices of a group of
    comparable companies selected by the Committee for comparison purposes at
    the time of the Option grant date.
 
      (b) Option Term.  The term of each Stock Option shall be fixed by the
    Committee, but no Incentive Stock Option shall be exercisable more than ten
    (10) years after the date the Option is granted, and no Non-Qualified Stock
    Option shall be exercisable more than eleven (11) years after the date the
    Option is granted.
 
      (c) Exercisability.  Stock Options shall be exercisable at such time or
    times and subject to such terms and conditions as shall be determined by the
    Committee at grant; provided, however, that, unless otherwise determined by
    the Committee at grant, no Stock Option shall be exercisable prior to six
    months after the option grant date.
 
      (d) Method of Exercise.  Stock Options may be exercised in whole or in
    part at any time during the option term, by giving written notice of
    exercise to the Company specifying the number of shares to be purchased.
    Such notice shall be accompanied by payment in full of the exercise price in
    such form as the Committee may accept.  If and to the extent determined by
    the Committee at or after
 
                                      -7-
<PAGE>
 
    grant, payment in full or in part may also be made in the form of Common
    Stock owned by the Participant for at least six months prior to exercise (or
    by certification of such ownership) or by reduction in the number of shares
    issuable upon such exercise based, in each case, on the Fair Market Value of
    the Common Stock on the payment date.
 
      In the discretion of the Committee, payment may also be made by delivering
    a properly executed exercise notice to the Company together with a copy of
    irrevocable instructions to a broker to deliver promptly to the Company the
    amount of sale or loan proceeds to pay the exercise price.  To facilitate
    the foregoing, the Company may enter into agreements for coordinated
    procedures with one or more brokerage firms.
 
      (e) Non-Transferability of Options.  No Stock Option shall be Transferable
    by the Participant otherwise than by a qualified domestic relations order as
    defined in the Code (but only with respect to Non-Qualified Stock Options)
    or by will or the laws of descent and distribution, and all Stock Options
    shall be exercisable, during the Participant's lifetime, only by the
    Participant or his or her guardian, conservator or other legal
    representative.
 
      (f) Termination of Employment by Death, Disability or Retirement.  If a
    Participant's employment by the Company or a Subsidiary terminates by reason
    of death, Disability or Retirement, any Stock Option held by such
    Participant, unless otherwise determined by the Committee at or after grant,
    shall be fully vested and may thereafter be exercised by the Participant or
    by the Beneficiary or legal representative of the estate of a disabled or
    deceased Participant, for a period of five years (or such shorter period as
    the Committee may specify at grant) from the date of such death, Disability
    or Retirement or until the expiration of the stated term of such Stock
    Option, whichever period is the shorter.
 
      (g) Other Termination of Employment.  Unless otherwise determined by the
    Committee at or after grant, if a Participant's employment by the Company or
    a Subsidiary terminates for any reason other than death, Disability or
    Retirement, the Stock Option shall terminate at such time as provided in the
    Award, but in no event more than one year after termination.
 
      (h) Buyout and Settlement Provisions.  The Committee may at any time offer
    to buy out an Option previously granted, based on such terms and conditions
    as the Committee shall establish and communicate to the Participant at the
    time that such offer is made.
 
 
                                  ARTICLE VII
 
                           Stock Appreciation Rights
 
      7.1 Tandem Stock Appreciation Rights.  Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option (a "Reference Stock
Option") granted under this Plan ("Tandem Stock Appreciation Rights").  In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the option grant date of such Reference Stock Option.  In the case of an
Incentive Stock Option, such rights may be granted only at the option grant date
of such Reference Stock Option.  Tandem Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
this Plan, as shall be determined from time to time by the Committee, including
the following:
 
                                      -8-
<PAGE>
 
      (a) Term.  A Tandem Stock Appreciation Right granted with respect to a
    Reference Stock Option shall terminate and no longer be exercisable upon the
    termination or exercise of the Reference Stock Option.
 
      (b) Exercisability.  Tandem Stock Appreciation Rights shall be exercisable
    only at such time or times and to the extent that the Reference Stock
    Options to which they relate shall be exercisable.
 
      (c) Method of Exercise.  A Tandem Stock Appreciation Right may be
    exercised by an optionee by surrendering the applicable portion of the
    Reference Stock Option.
 
      (d) Payment.  Upon the exercise of a Tandem Stock Appreciation Right a
    Participant shall be entitled to receive an amount in cash and/or shares of
    Common Stock equal in value to the excess of the Fair Market Value of one
    share of Common Stock over the exercise price per share specified in the
    Reference Stock Option multiplied by the number of shares in respect of
    which the Tandem Stock Appreciation Right shall have been exercised, with
    the Committee having the right to determine the form of payment.
 
      (e) Non-Transferability and Termination.  Tandem Stock Appreciation Rights
    shall be Transferable only to the extent provided in Subsection 6.4(e) of
    this Plan and shall terminate in accordance with Subsections 6.4(f) or (g)
    of this Plan.
 
      7.2 Non-Tandem Stock Appreciation Rights.  Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under
this Plan.  Non-Tandem Stock Appreciation Rights shall be subject to such terms
and conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including the following:
 
      (a) Term.  The term of each Non-Tandem Stock Appreciation Right shall be
    fixed by the Committee, but shall not be greater than eleven (11) years
    after the date the right is granted.
 
      (b) Exercisability.  Non-Tandem Stock Appreciation Rights shall be
    exercisable at such time or times and subject to such terms and conditions
    as shall be determined by the Committee at or after grant.
 
      (c) Method of Exercise.  A Non-Tandem Stock Appreciation Right may be
    exercised in whole or in part at any time during its term, by giving written
    notice of exercise to the Company specifying the number of rights to be
    exercised.
 
      (d) Payment.  Upon the exercise of a Non-Tandem Stock Appreciation Right a
    Participant shall be entitled to receive, for each right exercised, an
    amount in cash and/or shares of Common Stock equal in value to the excess of
    the Fair Market Value of one share of Common Stock on the date the Right is
    exercised over the Fair Market Value of one share of Common Stock on the
    date the Right was awarded to the Participant, with the Committee having the
    right to determine the form of payment.
 
      (e) Non-Transferability and Termination.  Non-Tandem Stock Appreciation
    Rights shall be Transferable only to the extent provided in Subsection
    6.4(e) of this Plan and shall terminate in accordance with Subsections
    6.4(f) or (g) of this Plan.
 
 
 
                                      -9-
<PAGE>
 
                                 ARTICLE VIII
 
                                 Stock Awards
 
      8.1 Grants.  Restricted or unrestricted shares of Common Stock may be
granted either alone or in addition to other Awards granted under this Plan.
The Committee may grant Awards of Common Stock subject to the attainment of
specified performance goals, continued employment and such other limitations or
restrictions as the Committee may determine.
 
      8.2 Awards and Certificates.  Stock Awards shall be subject to the
following provisions:
 
      (a) Stock Powers and Custody.  The Committee may require the Participant
    to deliver a duly signed stock power, endorsed in blank, relating to the
    Common Stock covered by such an Award.  The Committee may also require that
    the stock certificates evidencing such shares be held in custody by the
    Company until any restrictions thereon shall have lapsed.
 
      (b) Rights as Stockholder.  The Participant shall have, with respect to
    the shares of Common Stock, all of the rights of a holder of shares of
    Common Stock of the Company including the right to receive any dividends and
    to vote the Common Stock.
 
                                      -10-
<PAGE>
 
                                  ARTICLE IX
 
                              Performance Shares
 
      9.1 Award of Performance Shares.  Performance Shares may be awarded either
alone or in addition to other Awards granted under this Plan and shall consist
of the right to receive Common Stock or cash of an equivalent value at the end
of a specified Performance Period (defined below).  The Committee shall
determine the Eligible Employees to whom and the time or times at which
Performance Shares shall be awarded, the number of Performance Shares to be
awarded to any person, the duration of the period (the "Performance Period")
during which, and the conditions under which, receipt of the Shares will be
deferred, and the other terms and conditions of the Award in addition to those
set forth in Section 9.2.
 
      The Committee may condition the grant of Performance Shares upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine.
 
      9.2 Terms and Conditions.  Performance Shares awarded pursuant to this
Article IX shall be subject to the following terms and conditions:
 
      (a) Non-Transferability.  Performance Share Awards shall be Transferable
    only in accordance with the provisions of Section 6.4(e) of this Plan.
 
      (b) Dividends.  Unless otherwise determined by the Committee at the time
    of the grant of the Award, amounts equal to any dividends declared during
    the Performance Period with respect to the number of shares of Common Stock
    covered by a Performance Share Award will not be paid to the Participant.
 
      (c) Payment.  Subject to the provisions of the Award Notice and this Plan,
    at the expiration of the Performance Period, share certificates and/or cash
    of an equivalent value (as the Committee may determine) shall be delivered
    to the Participant, or his or her legal representative, in a number equal to
    the vested shares covered by the Performance Share Award.
 
      (d) Termination of Employment.  Subject to the applicable provisions of
    the Award Notice and this Plan, upon termination of a Participant's
    employment with the Company or a Subsidiary for any reason during the
    Performance Period for a given Award, the Performance Shares in question
    will vest or be forfeited in accordance with the terms and conditions
    established by the Committee.
 
 
                                   ARTICLE X
 
                               Performance Units
 
      10.1  Award of Performance Units.  Performance Units may be awarded either
alone or in addition to other Awards granted under this Plan and shall consist
of the right to receive a fixed dollar amount, payable in cash or Common Stock
or a combination of both.  The Committee shall determine the Eligible Employees
to whom and the time or times at which Performance Units shall be awarded, the
number of Performance Units to be awarded to any person, the duration of the
period (the "Performance Cycle") during which, and the conditions under which, a
Participant's right to Performance Units will be vested, the ability of
Participants to defer the receipt of payment of such Units, and the other terms
and conditions of the Award in addition to those set forth in Section 10.2.
 
                                      -11-
<PAGE>
 
      The Committee may condition the vesting of Performance Units upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine.
 
      10.2  Terms and Conditions.  The Performance Units awarded pursuant to
this Article X shall be subject to the following terms and conditions:
 
      (a) Non-Transferability.  Performance Unit Awards shall be Transferable
    only in accordance with the provision of Section 6.4(e) of this Plan.
 
      (b) Vesting.  At the expiration of the Performance Cycle, the Committee
    shall determine the extent to which the performance goals have been
    achieved, and the percentage of the Performance Units of each Participant
    that have vested.
 
      (c) Payment.  Subject to the applicable provisions of the Award Notice and
    this Plan, at the expiration of the Performance Cycle, cash and/or share
    certificates of an equivalent value (as the Committee may determine) shall
    be delivered to the Participant, or his or her legal representative, in
    payment of the vested Performance Units covered by the Performance Unit
    Award.
 
      (d) Termination of Employment.  Subject to the applicable provisions of
    the Award Notice and this Plan, upon termination of a Participant's
    employment with the Company or a Subsidiary for any reason during the
    Performance Cycle for a given Award, the Performance Units in question will
    vest or be forfeited in accordance with the terms and conditions established
    by the Committee.
 
 
                                  ARTICLE XI
 
                           Other Stock-Based Awards
 
      11.1  Other Awards.  Other Awards of Common Stock and cash Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards") including, without limitation,
Awards valued by reference to performance concepts may be granted either alone
or in addition to or in tandem with Stock Options, Stock Appreciation Rights,
Stock Awards, Performance Shares or Performance Units.
 
      Subject to the provisions of this Plan, the Committee shall have authority
to determine the persons to whom and the time or times at which such Awards
shall be made, the number of shares of Common Stock to be awarded pursuant to
such Awards, and all other conditions of the Awards.
 
      11.2  Terms and Conditions.  Other Stock-Based Awards made pursuant to
this Article XI shall be subject to the following terms and conditions:
 
      (a) Non-Transferability.  Other Stock-Based Awards shall be Transferable
    only in accordance with the provisions of Section 6.4(e) of this Plan.
 
      (b) Dividends.  Unless otherwise determined by the Committee at the time
    of the grant of the Award, amounts equal to any dividends declared during
    the Performance Period with respect to the number of shares of Common Stock
    covered by such Award will not be paid to the Participant.
 
                                      -12-
<PAGE>
 
      (c) Vesting.  Any Award under this Article XI and any Common Stock covered
    by any such Award shall vest or be forfeited to the extent so provided in
    the Award Notice, as determined by the Committee.
 
      (d) Price.  Common Stock issued on a bonus basis under this Article XI may
    be issued for no cash consideration; Common Stock purchased pursuant to a
    purchase right awarded under this Article XI shall be priced as determined
    by the Committee subject to the provisions of Section 4.5.
 
 
                                  ARTICLE XII
 
                         Change in Control Provisions
 
      12.1  Benefits.  In the event of a Change in Control of the Company (as
defined below), and except as otherwise provided by the Committee upon the grant
of an Award:
 
      (a) All outstanding Stock Options granted prior to the Change in Control
    shall be fully vested and immediately exercisable in their entirety.  The
    Committee may provide for the purchase of any such Stock Options by the
    Company or Subsidiary for an amount of cash equal to the excess of the
    Change in Control price (as defined below) of the shares of Common Stock
    covered by such Stock Options, over the aggregate exercise price of such
    Stock Options.
 
      (b) All outstanding Stock Appreciation Rights granted prior to the Change
    in Control shall be fully vested and immediately exercisable in their
    entirety.  The Fair Market Value of the Common Stock on the date of exercise
    shall be determined by the Committee and may be the Change in Control price
    of the shares of Common Stock covered by such rights.
 
      (c) All outstanding Stock Awards granted prior to the Change in Control
    shall be fully vested and certificates shall be immediately delivered to the
    Participants.
 
      (d) All Performance Share and Performance Unit Awards granted prior to the
    Change in Control shall vest as if (i) the applicable Performance Period had
    ended upon such Change in Control, and (ii) the determination of the extent
    to which any specified performance goals or targets had been achieved will
    be made at such time.
 
      (e) Any Other Stock-Based Awards granted prior to the Change in Control
    shall be fully vested and payable, deliverable or exercisable, as
    applicable, in accordance with the terms of the Award at the time of its
    grant.
 
      For purposes of this Section 12.1, Change in Control price shall mean the
higher of (i) the highest price per share of Common Stock paid in any
transaction related to a Change in Control of the Company, or (ii) the highest
Fair Market Value per share of Common Stock at any time during the 60-day period
preceding a Change in Control.
 
      Notwithstanding any other provision hereof, if a Change in Control occurs
within six months of the date of grant of an Award to an Officer, such an Award
shall be cancelled in exchange for a cash payment to the Officer, effected on
the day which is six months and one day after the date of grant of such Award
(the "valuation date"), equal to the difference between the Fair Market Value of
the Award on the valuation date and the exercise price (if any) of the Award.
 
                                      -13-
<PAGE>
 
      Any determination by the Committee made pursuant to this Section 12.1 may
be made as to all outstanding Awards, and any such determination may be made
prior to or after a Change in Control.
 
      12.2  Change in Control.  For the purposes of this Plan, a "Change in
Control" of the Company shall mean:
 
      (a) The acquisition, other than from the 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 Company, the Robert R. McCormick Tribune Foundation, the
    Cantigny Foundation and any employee benefit plan (or related trust)
    sponsored or maintained by the Company or its subsidiaries, of beneficial
    ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
    Act) of 20% or more of either the then outstanding shares of Common Stock or
    the combined voting power of the Company's then outstanding voting
    securities entitled to vote generally in the election of directors; or
 
      (b) Individuals who, as of April 28, 1992, constitute the Board of
    Directors of the Company (as of April 28, 1992 the "Incumbent 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 stockholders of the 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, 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) Approval by the stockholders of the Company of a reorganization,
    merger, or consolidation, in each case, with respect to which persons who
    were the stockholders of the Company immediately prior to such approval do
    not, immediately after such reorganization, merger or consolidation, own,
    directly or indirectly, more than 60% 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 the Company, or the sale of all or
    substantially all of the assets of the Company.
 
      12.3  Taxes.  If, for any reason, any part or all of the amounts payable
to a Participant pursuant to this Plan (or otherwise, if such amounts are paid
by the 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 Code, the Committee may provide in the Award that the
Company shall pay to such Participant, in addition to any other amounts that he
or she may be entitled to receive pursuant to this 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.
 
 
                                      -14-
<PAGE>
 
 
                                 ARTICLE XIII
 
                     Termination or Amendment of this Plan
 
      13.1  Termination or Amendment.  Notwithstanding any other provision of
this Plan, the Board may at any time, and from time to time, amend, in whole or
in part, any or all of the provisions of this Plan, or suspend or terminate it
entirely; provided, however, that, unless otherwise required by law, the rights
of a Participant with respect to any Awards granted prior to such amendment,
suspension or termination, may not be impaired without the consent of such
Participant; and, provided further, no amendment may be made which would cause
this Plan to lose its exemption under Securities and Exchange Commission
Regulation (S) 240.16b-3 or which would increase the percentages set forth in
Section 4.1 without shareholder approval.
 
 
                                  ARTICLE XIV
 
                              General Provisions
 
      14.1  Unfunded Status of Plan.  This Plan is intended to be unfunded.
With respect to any payments as to which a Participant has a fixed and vested
interest but which are not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.
 
      14.2  No Right to Employment.  Neither this Plan nor the grant of any
Award hereunder shall give any Participant or other employee any right with
respect to continuance of employment by the Company or any Subsidiary, nor shall
they be a limitation in any way on the right of the Company or any Subsidiary by
which an employee is employed to terminate his or her employment at any time.
 
      14.3  Other Plans.  In no event shall the value of, or income arising
from, any Awards under this Plan be treated as compensation for purposes of any
pension, profit sharing, life insurance, disability or any other retirement or
welfare benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary, unless such plan specifically provides to the contrary.
 
      14.4  Withholding of Taxes.  The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Participant of any Federal, state or local
taxes required by law to be withheld.
 
      The Committee may permit any such withholding obligation to be satisfied
by reducing the number of shares of Common Stock otherwise deliverable or by
accepting the delivery of previously owned shares of Common Stock.  Any fraction
of a share of Common Stock required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in cash by the Participant.
 
                                      -15-
<PAGE>
 
      14.5  No Assignment of Benefits.  No Award or other benefit payable under
this Plan shall, except as otherwise specifically provided by law, be
Transferable in any manner, and any attempt to Transfer any such benefit shall
be void, and any such benefit shall not in any manner be subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be entitled
to such benefit, nor shall it be subject to attachment or legal process for or
against such person.
 
      14.6  Governing Law.  This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Delaware (without regard to applicable Delaware principles of conflict of laws).
 
      14.7  Construction.  Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
 
      14.8  Liability.  No member of the Board, no member of the Committee and
no employee of the Company shall be liable for any act or failure to act
hereunder, by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated or, except
in circumstances involving his bad faith, gross negligence or fraud, for any act
or failure to act by the member or employee.
 
 
                                  ARTICLE XV
 
                            Effective Date of Plan
 
      This Plan was adopted by the Board on February 18, 1992 and shall become
effective on the date it is approved by the stockholders of the Company.  This
Plan shall continue in effect until terminated by the Board pursuant to Article
XIII.
 
 
2/21/94