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Frequently Asked Questions

Employee Top 15 Q&A

1. What are the advantages of the transaction announced April 2nd?

Employees who are current Tribune shareholders or who hold shares in retirement accounts will receive a premium over recent trading prices on the shares they own. Receiving a premium cash price for the shares they own will give employees an opportunity to diversify their investment holdings.

The ESOP will provide employees with a portion of their future retirement benefits in the form of Tribune stock. The ESOP will become Tribune’s largest shareholder, alongside Sam Zell, one of America’s most successful investors. Mr. Zell is known for realizing value in out-of-favor assets.

Finally, as a private company, operating outside the glare of the public markets, Tribune will be better able to focus on long-term growth as we transform our publishing, broadcasting and interactive businesses.

2. How long will it take to implement the changes and what approvals are necessary?

The two-stage merger transaction is expected to close by Dec. 31, 2007. It is subject to several conditions, including shareholder and regulatory approval.

In the first stage, a stock tender offer for roughly half of Tribune’s outstanding shares will launch in late April or early May and be completed by early June.

A shareholder meeting to vote on the merger transaction will be held in July or August. FCC and other regulatory approvals are anticipated in the fourth quarter. Once those are received and other conditions to the transaction are satisfied, Tribune and a subsidiary of the ESOP will merge.

3. What are the elements of the new retirement package for employees?

Beginning Jan. 1, 2008, Tribune will offer retirement benefits to eligible employees through three plans:

*
Cash Balance Plan—A newly-created Cash Balance Plan will be funded entirely by the company and provide a 3 percent annual allocation to each eligible employee’s cash balance plan account. Interest will be credited quarterly to employee accounts based on the 10-year U.S. Treasury Note.
*
ESOP—The newly-created ESOP will be funded solely through company contributions. Those contributions will be invested in shares of Tribune stock, which will be allocated each year among employee accounts in the ESOP Trust. The first allocation from the ESOP to the retirement accounts of eligible employees will be for the year 2008, and will be made in early 2009. The company has initially targeted an annual allocation of approximately 5 percent of eligible employees’ salaries.
*
Existing 401(k) plans—Eligible employees may continue contributing to their 401(k) accounts up to the IRS annual maximum.

4. What is an ESOP?

An Employee Stock Ownership Plan, or ESOP, is a qualified retirement plan, similar to a profit sharing or 401(k) plan. The ESOP gives employees of the company sponsoring the ESOP a beneficial ownership interest in the company. That’s why employees of an ESOP company are referred to as “employee owners.”

An ESOP is a “qualified” retirement plan, which must be invested primarily in the stock of the sponsoring company. Because the ESOP is a “qualified” retirement plan, a participating employee is not taxed on the value of the shares allocated to his or her account until distribution is made from the plan following the employee’ retirement, or other termination of employment, from the company. This is what makes the ESOP a qualified retirement plan.

The assets of the ESOP must be held in a Trust. Within the ESOP Trust, individual accounts are maintained for each participating employee.
The ESOP is permitted to borrow money to purchase the stock of the sponsoring company—a feature that is unlike any other employee benefit plan. An ESOP that borrows money, as with Tribune, is called a “leveraged ESOP.”

ESOPs provide an opportunity for employees of a company to share in the value of the sponsoring company’s stock, creating a direct link between company interests and employee interests. With an ESOP, gains in revenues, productivity, efficiencies and profits benefit the company. This benefit, in turn, can increase the value of all ESOP employee retirement accounts. Conversely, reductions in revenue, productivity, efficiencies and profit can reduce the value of ESOP employee retirement accounts. Since the ESOP holds company shares and the value of ESOP employee account balances is directly linked to the performance of the company, the ESOP provides an extra incentive for employees to help make the company more successful.

5. Who is eligible for the new retirement plan?

The vast majority of company employees will be eligible for the new plan. Most union members’ retirement benefits are covered by collective bargaining agreements, so we will address those separately. More detailed information on eligibility will be provided soon.

6. What happens to my existing retirement benefits?

If you have a frozen pension plan benefit, that benefit is secure and remains unchanged. Your pension benefit is held in a trust separate from the company and is not impacted by this transaction. You receive your benefit when you retire.

Under the 401(k) plan, your account is held in a trust separate from the company under your name and is not impacted by this transaction. Keep in mind your account will vary based on market fluctuations. You may receive your benefit when you retire or leave the company.

7. Will the company continue to contribute to my 401(k) account?

The company will continue making contributions to the 401(k) accounts of eligible employees through the earlier of the merger or Dec. 31, 2007, or as otherwise provided in a collective bargaining agreement. In addition, depending on the company’s financial performance in 2007, eligible employees under the 401(k) Savings & Profit Sharing Plan may receive a profit-sharing contribution in early 2008.

After the closing date of the merger, eligible employees may continue to make contributions to their 401(k) accounts.

8. Doesn’t the ESOP put future employee retirement benefits at risk?

This transaction does not put any of your existing retirement benefits at risk. First, any pension benefits you currently have will not be affected by this transaction. The company’s pension plans are currently over-funded. Second, your 401(k) investments (other than in Tribune stock) will also be unaffected by this transaction. You will continue to hold those investments through your 401(k) account. Third, if you hold shares of Tribune stock through an existing retirement account, those shares will be cashed out at $34/share in the transaction. With the cash received for those shares, you will be free to diversify your retirement holdings through the various investments available in our retirement plans. Neither your existing Tribune shares nor the cash you receive for them will go into your new ESOP account.

Regarding the new ESOP, it’s important to note that it is only one component of the retirement benefit package being launched in 2008. Eligible employees also will receive a fixed annual contribution equal to 3 percent of pay through a new cash balance plan. Also, employees will still be able to make their own tax-free contributions to their 401(k) plan as part of their retirement savings.

Of course, the ESOP retirement benefit will be an equity investment and therefore subject to the risk that the value of the shares could decline. On the other hand, the shares would benefit from an increase in the equity value of the company, which could occur from growth in the company’s earnings and business or the reduction over time of the company’s indebtedness.

9. How will the company pay down all this debt?

The significant cash-producing nature of Tribune’s publishing and broadcasting businesses, combined with the tax benefits of the ESOP and moderate levels of capital expenditures, will create free cash flow that will be used to make interest payments and pay down debt.

10. Should employees expect expense reductions to be accelerated across the company?

We have to transform our business and continue redeploying our resources to higher growth areas. We have always managed our costs and operated our businesses as efficiently as possible. Based on structural factors affecting us and our industry peers, revenues have declined over the past year and visibility on future revenue trends is limited.

Given these marketplace realities, Tribune expects to implement additional cost savings measures including limited staff reductions across the company over the next several months. The company will try to achieve these reductions through attrition as much as possible. Decisions on staff reductions will be made by each business unit, as well as at the corporate and group levels. They will be communicated as soon as possible.

11. As ESOP shareholders, what will employees need to know and do to move the company forward?

The media industry is evolving rapidly, driven by changing media usage habits of consumers and advertisers. We need to accelerate our response to these changes and focus on revenue growth and building local market shares. In doing so, we must apply a high level of customer service, innovation and teamwork. We also must continue to redeploy resources to faster growth areas—in particular, the Internet. We’ve been aggressive in the past and we’ll need to be even more aggressive in the future, so a larger percentage of our revenue is coming from higher growth areas of the company.

Importantly, as we transform our businesses, Tribune’s strong commitment to journalistic excellence, to our customers, and to the communities we serve will not change.

12. Will the company spin off the broadcasting group after this transaction is complete?

There are no current plans to spin-off our TV stations.

13. Why has the company decided to sell the Cubs?

The Cubs have been an important part of Tribune Company for more than 25 years. The company has long-term broadcasting agreements in place that will keep Cub games on WGN-TV, WGN-AM and Superstation WGN.

We purchased the Cubs for a little more than $20 million dollars in 1981 and the team’s value has appreciated significantly. The sale of the team will be completed following the 2007 season. Proceeds from the sale will be used to pay down debt.

14. How will the Chandler Trusts be involved with Tribune going forward?

Our largest shareholder, the Chandler Trusts, have agreed to vote in favor of the transaction announced today and will be participating in the tender offer. The three Chandler Trust representatives will leave the board immediately following completion of the second quarter tender offer.

15. What role will employees have through the ESOP in future company decisions and governance?

The ESOP will operate in the best interests of all employees who are participants. The ESOP Trustee, GreatBanc Trust Company, will vote all shares owned by the ESOP on all matters such as the election of directors and ratification of the company’s auditor. In the event of a future merger or sale of all or substantially all of the company’s assets, employees will direct the ESOP Trustee on how to vote the shares which have been allocated to their ESOP accounts.

ESOP Q&A

What percent of the company will the ESOP own?

Following the closing of the merger, the ESOP will own 56.5 million shares of Tribune stock, which will be 100 percent of the outstanding shares at that time. Sam Zell’s investment in the company will include a warrant that entitles him to purchase 43.5 million new shares of Tribune stock for $500-$600 million, depending on when he exercises the warrant. So, when Zell exercises his warrant, he will own 43.5 million shares and the ESOP will continue to own its original 56.5 million shares, making the ownership split 56.5 percent ESOP, 43.5 percent Zell.

Tribune’s current equity incentive plan will be replaced by a new equity incentive plan under which certain members of management and key employees could receive awards over a period of years with an economic value equal to 8 percent of the company. These awards will take the form of “phantom stock”, meaning that rather than actually receiving stock in the company, employees that participate in the plan will be entitled to receive the equivalent value of such stock in cash at specified times, subject to vesting and other requirements. While there are no shares of stock actually issued, the “phantom stock” does participate in the economic value of the company, much like actual stock. Therefore, it is also useful to look at the respective ownership percentages of the ESOP and Zell on a “fully diluted basis”, or on a basis that takes into account the issuance of this “phantom stock”. On a “fully diluted basis”, the ESOP would own 52 percent of the company, Zell 40 percent, and management and key employees 8 percent.

How much will be allocated to my ESOP account each year?

The company’s initial target is to allocate shares of stock having a value equal to 5 percent of your pay each year.

How will the Tribune stock held by the ESOP be valued each year and who will conduct the valuation?

The value of the Tribune stock held in the ESOP will be determined at the end of each year by an independent appraiser hired by the ESOP Trustee, GreatBanc Trust Company. GreatBanc expects to use Duff & Phelps, a nationally recognized appraisal firm, to conduct these annual valuations. A summary of the results of each appraisal will be provided to ESOP participants each year.

How will my ESOP account balance change over time?

Two things will change your account balance over time. First, the number of shares in your account will increase as you receive additional shares each year through the annual allocations described above. Second, the value of your account will change over time as the value of the shares changes.

When will the first ESOP allocation be made?

The first allocation will be made in early 2009, for the 2008 calendar year.

Doesn’t the ESOP put employee retirement benefits at risk?

When will the company communicate the amount it contributes to the ESOP each year and the allocation to my ESOP account?

The company will communicate this information in the first quarter of each year. You will receive a statement of your account that shows both the amount allocated to your account for a given year as well as the value of your entire vested balance.

What are the vesting rules for the new ESOP? Do I receive credit for past service?

Participants will vest in 20 percent increments each year beginning on the second anniversary of your employment with Tribune and ending after the sixth. You will receive credit for past service. Therefore, if you have six or more years of service with Tribune, you will be 100 percent vested in your ESOP allocations.

Are unions included in the ESOP?

Retirement provisions are included in all Tribune labor contracts. In general, union-represented employees will not be eligible to participate in the ESOP, as ESOP participation, like other retirement benefits, is subject to bargaining.

When can I diversify my ESOP account?

The ESOP allows participants who are at least 55 years old and have at least 10 years of participation in the plan to diversify 25 percent of their account among investment fund options in the 401(k) plan. This means that a qualifying participant can elect to transfer 25 percent of the value of his or her ESOP account and reinvest that money in the 401(k). The amount a qualifying participant can diversify increases to 50 percent of their account six years later. Your past service with the company does not count for purposes of diversification.

When can I take a distribution of my ESOP account?

There are restrictions on when your account balance may be distributed.

* If you die or become disabled, your account will be distributed in a lump sum in the following year
* If you retire at age 65 or older, your account will be distributed in five annual installments beginning the year after you retire.
* If you leave the company for any other reason, you will receive a distribution from your account in five annual installments beginning six years after you leave the company or 2018, whichever is later. If you reach age 65 during that time, the account is paid as noted above for retirement.

Installment payments will receive annual interest payments secured by a letter of credit. When you receive a distribution from the ESOP, it will be considered taxable income. Distributions, whether lump sum or installments, are eligible for rollover into an individual retirement account (IRA).

Why are some of the time restrictions on distributions out of the ESOP so lengthy?

It is important to remember that the ESOP is a retirement benefit. As such, it is generally not designed to enable participants to receive cash distributions prior to reaching retirement age.

What are the tax implications for employees who participate in the ESOP?

As with a 401(k) plan, the ESOP allocations are not taxable when made to an employee’s account. You will be taxed at the time of distribution on any cash you receive from the ESOP. Distributions, whether lump sum or installments, are eligible for rollover into an individual retirement account (IRA).

Why is the situation for Tribune employees not the same as it was for United Airlines (UAL) employees who were in an ESOP and lost much of their retirement value when UAL filed for bankruptcy in 2002?

In the UAL situation, many employees were required to make wage and benefit concessions in order to participate in the ESOP. Unlike the UAL situation, Tribune employees are not being asked to give up any salary or wages or “roll-over” any existing retirement accounts into the ESOP. The new retirement package will also include a cash balance plan that provides a 3 percent annual allocation to employees, which has the effect of creating a “floor” retirement benefit on which employees can rely. Employees will also be able to continue to contribute to the 401(k) plan. Those two benefits would be safe even under a bankruptcy of Tribune. And, as described above, all existing retirement benefits are secure.

It is also important to note that the existence of an ESOP did not, by itself, lead UAL into bankruptcy. UAL experienced many problems in their operations and industry which ultimately led to its bankruptcy. Like most airlines at that time, UAL suffered from high labor costs, rising fuel costs and large capital expenditures. The reduction in air travel following 9/11 exacerbated UAL’s problems and it incurred large losses.

Who is the ESOP Trustee? How will the ESOP be represented on the board of directors?

GreatBanc Trust Company will serve as the ESOP Trustee. The ESOP Trustee’s role is as a “fiduciary” or financial representative acting on behalf of the company’s employees, as beneficiaries of the ESOP. The ESOP Trustee is legally required to act in the best interest of the company’s employees with respect to their ESOP balances.

GreatBanc was selected by the Tribune board of directors based upon its experience as one of the largest providers of ESOP trust services in the country. GreatBanc acts as the ESOP Trustee for major U.S. corporations, including ABN/AMRO/LaSalle, Citigroup, Hartmarx, Rite Aid, Sherwin-Williams, Provident Bank and Wells Fargo & Company. For more information about GreatBanc, please visit their website at www.greatbanctrust.com.

Following the closing of the merger, Sam Zell will assume the role of chairman of Tribune’s board of directors and one additional representative designated by Mr. Zell will join the board. Dennis FitzSimons will remain a director and five individuals unaffiliated with the company will make up the balance of the board. New members of the board must be elected by GreatBanc acting as the ESOP Trustee and the company’s sole shareholder. GreatBanc will not sit on the board, which is consistent with the role of trustees at other ESOP corporations. Going forward, GreatBanc will vote the ESOP shares in the annual election of the directors of the board. This is how shareholders are represented.

Please explain the S Corp structure.

For tax purposes, there are generally two types of corporations, “C” corporations and “S” corporations. “C” corporations pay federal taxes on their income directly to the IRS. “S” corporations pass their income along to their shareholders, who then are responsible for paying the appropriate taxes. Tribune is currently a “C” corporation.

As described above, when our transaction closes, the ESOP will own 100 percent of the company. As soon as possible after the closing, Tribune will make an election to become an “S” corporation. Once that election is made, Tribune’s income will effectively flow through to the ESOP. However, since the ESOP is a tax-exempt retirement plan, it is not subject to income taxes.

Whether a business is a “C” corporation or an “S” corporation does not affect day-to-day operations of the business or your status as an employee.

When will the company communicate more information about the new retirement plan?

Your current retirement benefits will remain in place for the remainder of 2007. The new retirement plan for eligible employees (Cash Balance Plan, ESOP and 401(k) Plan) is effective January 1, 2008, with the first allocations from the Cash Balance Plan and ESOP made to employees’ accounts in the first quarter of 2009.

Comprehensive communication regarding the ESOP and the other components of the new package of retirement benefits will begin in the fall of 2007.

I’m considering retiring — should I retire now?

Retirement is a very personal decision. You should discuss your options with your family. Also, you should consider seeking the advice of a financial advisor.

Can I still participate in the Employee Stock Purchase Plan (ESPP)?

The ESPP will make its last purchase of company stock on April 18. After this time, you may not purchase company stock at a discount.

* If you were paid on March 30, that will be the date of your last ESPP payroll deduction.
* If you were paid on April 6, that will be the day of your last ESPP payroll deduction.

401(k) Q&A

Under the new retirement plan, will I still have a 401(k) account?

Yes. Your current 401(k) account will remain in place. You may continue making your own contributions to your 401(k) account up to the IRS maximum currently set at $15,500 for 2007.

Will the company continue to contribute to my 401(k) account?

The company will continue making contributions to the 401(k) accounts of eligible employees through the earlier of the merger closing or Dec. 31, 2007, or as otherwise provided in a collective bargaining agreement. In addition, depending on the company’s financial performance in 2007, eligible employees under the 401(k) Savings & Profit Sharing Plan may receive a profit-sharing contribution in early 2008.

After the closing date of the merger, eligible employees may continue to make contributions to their 401(k) accounts.

What are the vesting rules for the 401(k) Plan?

You are 100 percent vested in any contributions you make to the plan. If the company made contributions to your account, the existing vesting rules governing your plan will continue to apply. Contact your local Human Resources representative or the Tribune Benefits Service Center for details.

Will the current investment fund line-up change?

When the transaction closes, the Tribune Stock Fund will be eliminated. The remaining fund line-up will stay the same, although subject to change from time to time as we evaluate the performance of funds and participation levels. Keep in mind that unrelated to the new retirement plan announcement, the following changes will be implemented May 1, 2007:

* The Growth & Income Fund (ticker symbol FGRIX) will no longer be offered due to poor relative performance.
* The Vanguard Extended Market Index Fund (ticker symbol VIEIX) will join Tribune’s investment offerings. This mid-cap equity index fund seeks to track the total investment returns of mid- to small-cap U.S. companies.

I have a loan from my 401(k); how is it impacted?

There is no impact to 401(k) plan loans. If you are paying back a loan, you will continue to pay it back as you currently do.

What are the loan and hardship withdrawal rules for the 401(k) Plan?

The current rules for loans and hardship withdrawals will continue to apply. The plan allows you to have up to two loans outstanding at a time, and to take hardship withdrawals from a portion of your account while you’re working at Tribune.

When will the company communicate more information about the new retirement plan?

Comprehensive communication regarding the ESOP and the other components of the new package of retirement benefits will begin in the fall of 2007.

I’m considering retiring — should I retire now?

Retirement is a very personal decision. You should discuss your options with your family. Also, you should consider seeking the advice of a financial advisor.

Can I still participate in the Employee Stock Purchase Plan (ESPP)?

The ESPP will make its last purchase of company stock on April 18. After this time, you may not purchase company stock at a discount.

* If you were paid on March 30, that will be the date of your last ESPP payroll deduction.

* If you were paid on April 6, that will be the day of your last ESPP payroll deduction.

Tender Offer Q&A

On April 2, Tribune announced a two-stage transaction which will result in the company becoming privately-held and Tribune shareholders receiving $34 per share.

* The first stage includes a cash tender offer for approximately 126 million shares at $34 per share. The tender offer will begin on April 25, 2007, and close on May 24, 2007, unless the offer is extended.

* The second stage is a merger expected to close in the fourth quarter of 2007 in which the remaining publicly-held shares will be purchased for $34 per share.

If you hold shares of company stock in your retirement plan, the Employee Stock Purchase Plan (ESPP) or outside of these plans, you will receive an information packet including instructions on how to participate in the tender offer. Please read this material carefully.

The following provides answers to some commonly asked employee questions regarding the tender offer.

How will the tender offer work?

Shareholders will have the opportunity to tender (or sell to the company) some or all of their shares at a price of $34 per share. If more than 126 million shares are tendered, the company will purchase all shares tendered at $34 per share on a pro rata basis. That means if more than 126 million shares are tendered, then the number of shares purchased will be adjusted accordingly. For example: If 168 million shares are tendered, then 75 percent of each shareholder’s tendered shares will be purchased (i.e., a shareholder tendering 300 shares would have 225 of them purchased). However, “odd lots” (ownership of less than 100 shares) will be purchased in their entirety—they will not be prorated.

Shareholders who participate in the tender offer will receive their cash shortly after the offer is complete. (Refer to the "Shares Held in Retirement Plans" section below.)

The tender offer is not contingent upon any minimum number of shares being tendered. It is, however, subject to certain conditions as specified in the Offer to Purchase document. You should read this material carefully for more detailed information.

What if I don’t tender my shares or not all of my shares are purchased?

The second stage of the transaction is a merger in which all outstanding shares of Tribune common stock, other than shares held by the new ESOP, will be converted to cash at $34 per share. If the merger has not closed by Jan. 1, 2008, shareholders will receive an additional amount of cash based upon an 8 percent annualized “ticking fee” that will accrue from Jan. 1, 2008, until closing. The merger is subject to a number of conditions including financing, as well as regulatory and shareholder approvals.

If certain conditions cause the merger not to close, the remaining outstanding shares of common stock will not be cashed out.

Whom may I contact for more information?

If you have additional questions, contact:

* Hewitt Retirement Center for retirement plan questions at 800/872-2222, then select option 1 or visit www.yourretirementbenefits.net/tribune.

* Computershare for ESPP questions at 866/571-2091 or visit www.computershare.com.

* Innisfree M&A Incorporated, the information agent for the tender offer, at 888/750-5834 with any questions about the terms and conditions of the tender offer or how to tender your plan shares.

Shares Held in Retirement Plans

Does the tender offer apply to shares of Tribune common stock held in Tribune retirement plans?

Yes. The tender offer includes shares held in the existing retirement plans.

How do I tender the shares held in my retirement plan?

You may tender shares in your retirement plan by:

* Visiting www.tabulationsplus.com/trb via the Internet and following the instructions included on the Instruction Form in your packet or

* Mail your completed Instruction Form in the provided business reply envelope.

What materials will I receive in the mail?

You will receive a tender offer retirement plan packet that includes:

* Instruction Form — You must complete both sides of this form, sign it and return it in order to tender shares held in your retirement plan account or your shares will not be tendered. Note that on one side of the form is your election to tender shares and the other side is your election of how to invest the proceeds of the tender. A business reply envelope is included for your convenience.

Online instructions also are included in this document, including your Control Number, which you will need to access the tender offer website, www.tabulationsplus.com/trb.

You must make your election and tender shares online or by mail so that it is received no later than 5 p.m., Eastern time, on May 22, 2007, unless the offer is extended.

* Letter — Sent to participants in retirement plans announcing the tender offer.

* Letter of Transmittal — This document is for information only. You do not have to complete it or return it.

* Offer to Purchase — Document providing the details of the tender offer.

Does the tender offer apply to my ESOP shares held in my retirement plan account?

Yes. The tender offer applies to ESOP shares (Tribune ESOP and Times Mirror ESOP) that are held in your retirement plan account.

If you elect to tender less than 100 percent of your stock, the tendered shares will be transferred out of the Tribune Stock Fund on a pro rata basis. For example: If you tender 75 percent of the shares in your account, then 75 percent of those shares will be tendered from your Tribune Common Stock Fund and your Tribune Common ESOP Stock Fund.

If you hold less than 100 shares of company stock, refer to these questions:

* How many shares may I tender?
* If I own less than 100 shares and tender them all, will they all be purchased?

May I receive cash proceeds from tendering my retirement plan shares or roll it into an IRA or a plan outside the company?

No, the proceeds must remain in the plan. When you tender your shares, you elect which investment fund(s) in Tribune’s retirement plan you would like the sale proceeds to be invested.

If I tender shares from my retirement account, where do the proceeds go?

When you tender shares from your retirement account, you choose how to divide the proceeds among the investment funds available through your Tribune retirement plan. You can invest 100 percent of the proceeds in one fund or divide the proceeds among several. Whatever your choice, the total must equal 100 percent.

If you do not select a fund or your election does not equal 100 percent, the proceeds automatically will be invested in the Vanguard Target Retirement Fund closest to the year in which you turn age 65.

What will happen to the Tribune Stock Fund during the tender offer process?

The Tribune Stock Fund is open for normal activity (transfers, contributions, etc.) through 5 p.m., Eastern time, on May 22, 2007, - the day tender elections are due. Beginning May 23, 2007, anyone who has elected to tender shares from their retirement account will have a “hold” placed on their stock account. No transactions or transfers are allowed out of the stock account until the tender offer is settled. This may take up to seven business days following the close of the tender offer.

Once the tender offer is completed, tendered shares will be sold and the proceeds transferred to the investment fund(s) that you elect. Shares that are not tendered will remain in the Tribune Stock Fund and the hold will be removed, allowing future transactions and transfers.

If you submit instructions to tender your shares but you move all of your assets out of the Tribune Stock Fund before May 22, 2007, your tender instructions will be disregarded.

Are there tax consequences to tendering shares of company stock held in my retirement plan account through this offer?

Tender offer proceeds will continue to be held in tax deferred retirement plans and will not be subject to current income taxes. They will be subject to all applicable taxes at the time you receive a distribution from the plan.

Under the old Tribune ESOP, my shares had a low tax basis. What’s the tax impact on the tender of those shares?

As shares are purchased in the tender offer, or cashed out at the closing of the merger, the cash received for the shares remains inside the retirement plan for you to otherwise invest and the cost basis of the shares no longer applies.

Must I submit separate tender offer election forms for shares held in the Employee Stock Purchase Plan (ESPP) and the retirement plan?

Yes. If you hold shares in both plans, you must complete separate forms for each. You will receive separate packets in the mail for each plan.

Can I tender just my 401(k) shares and not existing ESOP account shares?

No. Shares in both your 401(k) and current ESOP accounts will be sold according to the percentage you designate on your election form.

How will I know if Tribune has purchased my tendered retirement plan shares?

The purchase will be reflected in your account as an exchange of the tendered shares, with the proceeds going into the investment fund(s) you select. If you do not elect an investment fund, the proceeds automatically will be invested in the Vanguard Target Retirement Fund closest to the year in which you turn age 65.

Confirmation statements are expected to be mailed the week of June 11. The statement you receive will indicate the number of shares purchased in the tender offer and the market value of those shares. Access to your account transactions is also available online at www.yourretirementbenefits.net/tribune.

How many shares may I tender?

You may elect to tender all of your shares, none of your shares or any percentage in between.

Keep in mind that if more than 126 million shares are tendered, the company will purchase all shares tendered at $34 per share on a pro rata basis, except for “odd lots” (ownership of less than 100 shares), which will not be prorated.

If I own less than 100 shares and tender them all, will they all be purchased?

Yes.

Will I continue to receive a dividend on each Tribune share that is not accepted in the tender?

No. In conjunction with the execution of the merger agreement, Tribune has suspended its regular quarterly dividend.

Shares Held in ESPP Accounts

Can I tender shares under the ESPP?

Yes.

Do I need to submit separate tender offer election forms for shares held in the Employee Stock Purchase Plan (ESPP) and the retirement plan?

Yes. If you hold shares in both plans, you must complete separate forms for each. You will receive separate packets in the mail for each plan.

What materials will I receive in the mail?

You will receive a tender offer ESPP packet that includes:

* Letter — Sent to participants in the ESPP announcing the tender offer. On the back of this letter is the ESPP Election Form. You must complete this form, sign it and return it by the deadline if you want to tender shares held in your ESPP account. A business reply envelope is included for your convenience.

Please note that ESPP shares cannot be tendered online, you must complete the form and return it by the deadline to participate.

You must make your election and mail it in so that it is received no later than 5 p.m., Eastern time, on May 22, 2007, unless the offer is extended.

* Letter of Transmittal — This document is for information only. You do not have to complete it or return it.

* Offer to Purchase — Document providing the details of the tender offer.

May I tender my ESPP shares online?

No. You may only tender shares held in your ESPP account by returning your completed Election Form in the provided business reply envelope.

Are there tax consequences to selling ESPP shares of stock through this offer?

Yes. You will be taxed on any gain between the price at which you purchased the shares and the tender offer price.

In addition, if you tender shares that you have not held for at least two years, this will be considered a “disqualifying disposition” for tax purposes. The 15 percent discount you received on your purchase is recognized and taxed as ordinary income and will be included on your 2007 W-2. You should consider consulting with a tax advisor.

How do I determine the cost basis of my shares purchased in the tender offer?

Log on to www.computershare.com and view the statements under the Communications link on the left side of the screen. At the end of the year, you will receive a statement explaining the purchase price and sale price of your shares for tax purposes.

Can I choose which shares I tender under the ESPP?

No. The Plan Administrator will first tender those shares that you have held the longest through the ESPP.

Is there a fee for tendering ESPP shares in the tender offer?

No.

Will I receive a check for the proceeds of my tendered ESPP shares?

Yes. A check will be mailed to the address currently on file for you.

Please e-mail us at admin@saveourtrade.com with any questions you have
and we will attempt to provide you with factual information to put all of
these rumors to rest.

"FOCUS ON THE CONTRACT NOT THE RUMORS!"

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