TRIBUNE COMPANY SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

EXHIBIT 10.2

TRIBUNE COMPANY

SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

(As Amended and Restated Effective October 18, 2006)

TRIBUNE COMPANY SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

 (As Amended and Restated Effective October 18, 2006)

SECTION 1

Introduction

1.1   The Plan. TRIBUNE COMPANY SUPPLEMENTAL DEFINED CONTRIBUTION PLAN (the “Plan”), was established by TRIBUNE COMPANY, a Delaware corporation (the “Company”), effective January 1, 1994 to provide certain benefits representing contributions that could not be allocated to eligible employee accounts in the Tribune Company Employee Stock Ownership Plan (“ESOP”) because of limitations imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”). Effective January 1, 2004, no further contributions were made to the ESOP and the ESOP was merged into the Tribune Company 401(k) Savings and Profit Sharing Plan (the “Savings Plan”); therefore, the Plan was restated to provide that eligible employees will receive benefits hereunder to represent amounts that may not be allocated as employer Retirement and Profit Sharing Contributions under the Savings Plan because of the limitations of Section 401(a)(17) of the Code.

1.2   Purpose. The Company and certain of its subsidiaries maintain, and are Employers under, the Savings Plan, which is intended to constitute a qualified plan with a cash or deferred arrangement that meets the requirements for qualification under Sections 401(a) and 401(k) of the Code. Section 401(a)(17) of the Code limits the amount of employees' annual compensation that may be taken into account in determining the amount of Employer contributions that may be allocated to accounts under a qualified defined contribution plan, to $200,000 (subject to cost-of-living adjustments of that amount calculated as described in said Section 401(a)(17)) (the “Compensation Limitation”). The purpose of this Plan is to provide for Participants in this Plan the amount of Employer contributions that would have been allocated to their respective accounts under the Savings Plan but for the Compensation Limitation.

1.3   Employers. The Company and each subsidiary of the Company that is an Employer under the Savings Plan shall be an “Employer” under this Plan unless specified to the contrary by the Company by notice to the Committee described in subsection 1.4.

1.4   Plan Administration. The Plan will be administered by the Employee Benefits Committee of the Company (or such successor committee as shall from time to time have responsibility for administering the Savings Plan) (the “Committee”). The Committee has, to the extent appropriate and in addition to the powers described in subsection 2.1 below, the same powers, rights, duties and obligations with respect to the Plan as under the Savings Plan with respect to that plan. The Committee's determinations hereunder need not be uniform, and may be made selectively among eligible employees, whether or not they are similarly situated. The Plan will be administered on the basis of a “Plan Year” which is each calendar year.

SECTION 2

Participation and Supplemental Benefits 

2.1   Eligibility. Subject to the conditions and limitations of the Plan, each Employee of an Employer on or after January 1, 2004, who is a participant in the Savings Plan shall become a “Participant” under this Plan, entitled to benefits payable under this Plan, as of the first day of the first plan year under the Savings Plan which begins on or after January 1, 2004, and during which the Compensation (as defined in the Savings Plan) of such participant, determined without the Compensation Limitation, is greater than the Compensation Limitation.

In the event of the death of such a Participant, his beneficiary shall be entitled to participate in the Plan as of the date benefit payments to such beneficiary commence under the Plan, to the extent provided by the following subsections of the Plan.

2.2   Amount of Supplemental Benefits. The Committee shall maintain or cause to be maintained in the records of the Plan one or more separate bookkeeping accounts in the name of each Participant. A Participant who participated in the Plan prior to January 1, 2004, shall have as his opening account balance the amount credited to his Plan account as of December 31, 2003. In accordance with rules established by the Committee, the Committee shall credit, at such time as the Committee determines, to each Participant's account an amount equal to the difference between (i) the value of the amount that would have been credited to the Participant's account as an employer Retirement Contribution and employer Profit Sharing Contribution under the Savings Plan if there had been no Compensation Limitation in effect and (ii) the amount that is so credited to the Participant's account in the Savings Plan.

2.3   Adjustment of Accounts. The Committee shall adjust each Participant's accounts to reflect (a) hypothetical earnings and losses of such benchmark investments as the Participant may elect among such benchmark investments as the Committee shall determine, and (b) distributions to the Participant. Any such adjustment, and any Participant election among benchmark investments, shall be made at such times, in such manner and subject to such rules as the Committee may determine.

2.4   Payment of Accounts. A Participant (or his beneficiary in the event of his death) shall receive in a lump sum, within a reasonable period of time after the Participant terminates employment with all Employers, a cash amount equal to the vested balance of his accounts (as determined under Section 2.6); provided, a Participant may elect to receive the value of his accounts in annual installments over two to ten years or to defer payment until he attains age 65; provided further that the portion of a Participant’s account that has a benchmark investment in common stock of the Company shall be distributed in shares of such stock. A Participant may elect a different method of payment or installments by the later of December 31, 2006 or the date which is 30 days following the date the Participant first becomes eligible to participate. On or after January 1, 2007 no changes may be made to a Participant’s election with respect to the method of

payment. Notwithstanding the foregoing provisions of this subsection 2.4, a Participant who is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code may not receive a distribution under the Plan of any amounts credited to his or her account (and any investment gains or losses attributable thereto) prior to the date which is 6 months after the date of the Participant’s termination of employment, or, if earlier, the date of death of the Participant. If a specified employee is unable to receive a distribution as of his or her Settlement Date as a result of the restrictions under Section 409A, the payment that otherwise would have been made as of his Settlement Date shall be made as soon as practicable following the lapse of such restrictions.

2.5   Change-In-Control. In the event of a Change-In-Control of the Company as defined in Section 3.1, all account balances, whether or not currently in pay status, shall become immediately due and payable and distribution shall be made in a lump sum as soon as practicable thereafter.

2.6   Vesting. A Participant shall be fully vested, and have a nonforfeitable right to, the balances in his account representing employer Retirement Contributions that could not be credited under the Savings Plan, as adjusted in accordance with Section 2.3, and amounts credited to his account as of December 31, 2003 (representing amounts that could not be credited under the ESOP), as adjusted in accordance with Section 2.3 of the Plan. The amounts credited to his account representing employer Profit Sharing Contributions, as adjusted in accordance with Section 2.3, shall vest in accordance with the following table: