THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Tribune Company (TRB)

3/24/2006 Proxy Information

Tribune and its subsidiary, Chicago Tribune Company, lease office space and space for the McCormick Tribune Freedom Museum to the Robert R. McCormick Tribune Foundation and, together with other Tribune business units, provide services to the Robert R. McCormick Tribune Foundation. During 2005, the Foundation paid $2,266,135 to Tribune business units for the leased space and services.

Chandler Trusts. Three members of the Board, Jeffrey Chandler, Roger Goodan and William Stinehart, Jr., are trustees of two trusts known as the "Chandler Trusts." Mr. Chandler and Mr. Goodan are also beneficiaries of these trusts. The Chandler Trusts were the principal shareholders of The Times Mirror Company prior to the merger of Times Mirror into Tribune on June 12, 2000. In connection with the merger, the Chandler Trusts exchanged their Times Mirror common stock for 36,304,135 shares of Tribune common stock and Tribune amended its By-Laws to grant the Chandler Trusts the right to nominate three directors, one for each class of Tribune's Board of Directors. The Chandler Trusts' nominating rights will end on the earlier of the termination of the trusts or the sale of 15% or more of the shares of Tribune common stock they received at the time of the merger. As long as the Chandler Trusts have these rights, neither the Board of Directors nor any Board committee may nominate any person in opposition to the three Chandler Trust nominees. Jeffrey Chandler, Roger Goodan and William Stinehart, Jr. were the Chandler Trusts' initial nominees and became directors of Tribune following the merger. Mr. Chandler and Mr. Goodan are cousins (see "Stock Ownership—Principal Shareholders").

In 1997, the Chandler Trusts and Times Mirror entered into a transaction which, through the formation of a limited liability company, enabled Times Mirror to retire for accounting purposes a substantial block of Times Mirror stock. Times Mirror and its affiliates contributed to the limited liability company real property used in Times Mirror's business operations and cash and the Chandler Trusts contributed Times Mirror stock. Times Mirror leased back the real property under long-term leases. Upon completion of the merger of Times Mirror into Tribune, Tribune assumed these leases and the Times Mirror stock held by the limited liability company was converted into Tribune stock. In 2005, $19,332,760 of lease payments and $5,341,248 in dividends received on the Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

In 1999, the Chandler Trusts and Times Mirror entered into a similar transaction that again enabled Times Mirror to retire for accounting purposes a substantial block of stock. Times Mirror's contribution to the limited liability company formed through this transaction consisted of cash and securities. The Chandler Trusts again contributed Times Mirror stock that was converted into Tribune stock upon completion of the merger of Times Mirror into Tribune. In 2005, $9,770,736 in dividends received on the Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

Northern Trust Corporation. William A. Osborn is Chairman and Chief Executive Officer of Northern Trust Corporation. In 2005, Tribune and certain of its employee benefit plans paid Northern Trust Corporation and its subsidiaries $710,449 for trust and custody services, cash management and related services, and bank credit facility fees. This amount represented less than 0.03% of Northern Trust Corporation's total revenue in 2005. Effective January 1, 2006, Tribune retained The Northern Trust Company, the principal subsidiary of Northern Trust Corporation, as the trustee of each of Tribune's 401(k) savings plans.

Gibson, Dunn & Crutcher LLP. Mr. Stinehart was a partner in the law firm of Gibson, Dunn & Crutcher LLP until his retirement in December 2004. Gibson, Dunn & Crutcher LLP was external corporate counsel to Times Mirror and has provided legal services to Tribune since the merger. In consideration for legal services provided in 2005, Tribune paid $13,142 to Gibson, Dunn & Crutcher LLP. This amount represented less than 0.002% of Gibson, Dunn & Crutcher LLP's total revenue in 2005.

4/8/2005 Proxy Information

Jack Fuller retired as President of Tribune Publishing Company and as a member of the Board in December 2004. In connection with his retirement, Tribune entered into a consulting agreement with Mr. Fuller on December 20, 2004. The agreement commenced January 1, 2005 and will end December 31, 2005, and may be terminated in the event of Mr. Fuller's death, incapacity or improper conduct. The agreement obligates Mr. Fuller to provide consulting services to Tribune with respect to publishing operations, strategy matters and other mutually agreeable projects on an as-needed basis. The agreement also restricts Mr. Fuller from competing with Tribune during the term and from using or disclosing confidential information concerning Tribune during and after the term. In consideration for his services and commitments, Tribune is paying Mr. Fuller a monthly retainer of $51,500. Tribune also reimburses Mr. Fuller for reasonable travel and other business expenses and provides Mr. Fuller with computer access and office space. The Governance and Compensation Committee approved Mr. Fuller's consulting agreement.

Chandler Trusts. Three members of the Board, Jeffrey Chandler, Roger Goodan and William Stinehart, Jr., are trustees of two trusts known as the "Chandler Trusts." Mr. Chandler and Mr. Goodan are also beneficiaries of these trusts. The Chandler Trusts were the principal shareholders of The Times Mirror Company prior to the merger of Times Mirror into Tribune on June 12, 2000. In connection with the merger, the Chandler Trusts exchanged their Times Mirror common stock for 36,304,135 shares of Tribune common stock and Tribune amended its by-laws to grant the Chandler Trusts the right to nominate three directors, one for each class of Tribune's Board of Directors. The Chandler Trusts' nominating rights will end on the earlier of the termination of the trusts or the sale of 15% or more of the shares of Tribune common stock they received at the time of the merger. As long as the Chandler Trusts have these rights, neither the Board of Directors nor any Board committee may nominate any person in opposition to the three Chandler Trust nominees. Jeffrey Chandler, Roger Goodan and William Stinehart, Jr. were the Chandler Trusts' initial nominees and became directors of Tribune following the merger. Mr. Chandler and Mr. Goodan are cousins (see "Stock Ownership—Principal Shareholders").

In 1997, the Chandler Trusts and Times Mirror entered into a transaction which, through the formation of a limited liability company, enabled Times Mirror to retire for accounting purposes a substantial block of Times Mirror stock. Times Mirror and its affiliates contributed to the limited liability company real property used in Times Mirror's business operations and cash and the Chandler Trusts contributed Times Mirror stock. Times Mirror leased back the real property under long-term leases. Upon completion of the merger of Times Mirror into Tribune, Tribune assumed these leases and the Times Mirror stock held by the limited liability company was converted into Tribune stock. In 2004, $19,333,000 of lease payments and $4,741,000 in dividends received on the Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

In 1999, the Chandler Trusts and Times Mirror entered into a similar transaction that again enabled Times Mirror to retire for accounting purposes a substantial block of stock. Times Mirror's contribution to the limited liability company formed through this transaction consisted of cash and securities. The Chandler Trusts again contributed Times Mirror stock that was converted into Tribune stock upon completion of the merger of Times Mirror into Tribune. In 2004, $7,762,000 in dividends received on the Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

Northern Trust Corporation. William A. Osborn is Chairman and Chief Executive Officer of Northern Trust Corporation. In 2004, Tribune and certain of its employee benefit plans paid Northern Trust Corporation and its subsidiaries $896,000 for trust and custody services, cash management and related services, and bank credit facility fees. This amount represents less than 0.04% of Northern Trust Corporation's total revenue in 2004.

Gibson, Dunn & Crutcher LLP. Mr. Stinehart was a partner in the law firm of Gibson, Dunn & Crutcher LLP until his retirement in December 2004. Gibson, Dunn & Crutcher LLP was external corporate counsel to Times Mirror and has provided legal services to Tribune since the merger. In consideration for legal services provided in 2004, Tribune paid $178,000 to Gibson, Dunn & Crutcher LLP. This amount represents less than 0.03% of Gibson, Dunn & Crutcher LLP's total revenue in 2004.

4/2/2004 Proxy Information

William A. Osborn is Chairman and Chief Executive Officer of Northern Trust Corporation. In 2003, Tribune and certain of its employee benefit plans paid Northern Trust Corporation and its subsidiaries $864,000 for trust and custody services, cash management and related services, and bank credit facility fees. This amount represents less than 0.04% of Northern Trust Corporation's total revenue in 2003.

Mr. Stinehart is a partner in the law firm of Gibson, Dunn & Crutcher LLP. Gibson, Dunn & Crutcher LLP was external corporate counsel to Times Mirror and has provided legal services to Tribune since the merger. In consideration for legal services provided in 2003, Tribune paid $230,000 to Gibson, Dunn & Crutcher LLP. This amount represents less than 0.04% of Gibson, Dunn & Crutcher LLP's total revenue in 2003.

Three members of the Board, Jeffrey Chandler, Roger Goodan and William Stinehart, Jr., are trustees of two trusts known as the "Chandler Trusts." Mr. Chandler and Mr. Goodan are also beneficiaries of these trusts. The Chandler Trusts were the principal shareholders of The Times Mirror Company prior to the merger of Times Mirror into Tribune on June 12, 2000. In connection with the merger, the Chandler Trusts exchanged their Times Mirror common stock for 36,304,135 shares of Tribune common stock and Tribune amended its by-laws to grant the Chandler Trusts the right to nominate three directors, one for each class of Tribune's Board of Directors. The Chandler Trusts' nominating rights will end on the earlier of the termination of the trusts or the sale of 15% or more of the shares of Tribune common stock they received at the time of the merger. As long as the Chandler Trusts have these rights, neither the Board of Directors nor any Board committee may nominate any person in opposition to the Chandler Trusts' nominees. Jeffrey Chandler, Roger Goodan and William Stinehart, Jr. were the Chandler Trusts' initial nominees and became directors of Tribune following the merger.

Mr. Chandler and Mr. Goodan are cousins.

Patrick G. Ryan, chairman of the Governance and Compensation Committee, is Chairman and Chief Executive Officer of Aon Corporation. Aon Corporation and its subsidiaries received brokerage commissions and fees in 2003 of $974,000 for obtaining insurance for and providing related services to Tribune and its subsidiaries. This amount represents less than 0.01% of Aon Corporation's total revenue in 2003.

Tribune and its subsidiary, Chicago Tribune Company, lease office space and, together with other Tribune business units, provide services to the Robert R. McCormick Tribune Foundation. During 2003, the Foundation paid $332,000 to Tribune business units for the leased space and services. Dennis J. FitzSimons, Jack Fuller and John W. Madigan own stock in the Robert R. McCormick Tribune.

4/7/2003 Proxy Information

Tribune and its subsidiary, Chicago Tribune Company, lease office space and, together with other Tribune business units, provide services to the Robert R. McCormick Tribune Foundation. During 2002, the Foundation paid $338,433 to Tribune business units for the leased space and services.

Three members of the Board, Jeffrey Chandler, Roger Goodan and William Stinehart, Jr., are trustees of two trusts known as the "Chandler Trusts." Mr. Chandler and Mr. Goodan are also beneficiaries of these trusts. The 4/7/2003 Chandler Trusts were the principal shareholders of The Times Mirror

Company prior to the merger of Times Mirror into Tribune on June 12, 2000. In connection with the merger, the Chandler Trusts exchanged their Times Mirror common stock for 36,304,135 shares of Tribune common stock and Tribune amended its by-laws to allow the Chandler Trusts to nominate three directors. Messrs. Chandler, Goodan and Stinehart were the Chandler Trusts' initial nominees and became directors of Tribune following the merger. Mr. Chandler and Mr. Goodan are cousins

In 1997, the Chandler Trusts and Times Mirror entered into a transaction which, through the formation of a limited liability company, enabled Times Mirror to retire for accounting purposes a substantial block of Times Mirror stock. Times Mirror contributed to the limited liability company real property used in its business operations and cash and the Chandler Trusts contributed Times Mirror stock. Times Mirror leased back the real property under long-term leases. Upon completion of the merger of Times Mirror into Tribune, Tribune assumed these leases and the Times Mirror stock held by the limited liability company was converted into Tribune stock. In 2002, $19,333,000 of the lease payments and $4,641,000 in dividends received on the Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

Mr. Stinehart is a partner in the law firm of Gibson, Dunn & Crutcher LLP. Gibson, Dunn & Crutcher LLP was external corporate counsel to Times Mirror and has provided legal services to Tribune since the merger. In consideration for legal services provided in 2002, Tribune paid $255,000 to Gibson, Dunn & Crutcher LLP. This amount represents less than 0.05% of Gibson, Dunn & Crutcher LLP's total revenue in 2002.

William A. Osborn is Chairman and Chief Executive Officer of Northern Trust Corporation. In 2002, Tribune and certain of its employee benefit plans paid Northern Trust Corporation and its subsidiaries $949,000 for trust and custody services, investment and cash management services, and bank credit facility fees. This amount represents less than 0.05% of Northern Trust Corporation's total revenue in 2002.