April 2, 2007

ONFIDENTIAL

GreatBanc Trust Company,as Trustee of the Tribune CompanyEmployee Stock Ownership Plan1301 W. 22nd StreetSuite 800Oak Brook, IL 60523Attention: Mrs. Marilyn MarchettiDear Trustee:GreatBanc Trust Company, as Trustee (the “Trustee”) of a newly formed employee stock ownership plan (the “ESOP”) of Tribune Company (the “Company”), has retained Duff &Phelps, LLC (“Duff & Phelps”) to assist the Trustee in its due diligence review of the Companyon behalf of the participants of the ESOP. The Trustee has requested that Duff & Phelps renderan opinion (the “Opinion”) as to the financial viability of the Company, as a going concern andon a going-forward basis, following the closing of the ESOP’s purchase of all or substantially allof the Company’s shares and the transactions related thereto (collectively, the “ESOPTransaction” and such closing, the “Closing”). The ESOP Transaction is a part of a transactionin which Equity Group Investments (“EGI”) will take the Company private through a merger.The EGI transaction will be funded with bank financing and senior notes. The ESOP willpurchase shares in the Company with the proceeds of a loan from the Company.Duff & Phelps was previously engaged by the Company, pursuant to an engagement letter datedFebruary 13, 2007, to serve as financial advisor to the Company’s board of directors and toprovide an opinion concerning the solvency and capitalization of the Company and itsbroadcasting subsidiary in connection with an alternative transaction to the ESOP Transaction.The Company terminated Duff & Phelps’ engagement in a letter dated March 28, 2007.In the letter agreement dated March 8, 2007, by and among Duff & Phelps, the Trustee and theCompany (the “March 8 Letter”), the parties to that letter agreement acknowledged that Duff &Phelps was engaged by the Company’s board of directors (the “Board”) to provide certainopinions as to the solvency and capitalization of the Company after giving effect to certainproposed transactions, including the ESOP Transaction (such engagement, the “SolvencyEngagement” and such opinions, collectively, the “Board Solvency Opinion”). The parties to theMarch 8 Letter then went on to agree that in the event a solvency opinion was required in

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connection with the transaction contemplated in the March 8 Letter that Duff & Phelps would beengaged to render the solvency opinion directly to the Trustee and the Board would be given theright to rely on such opinion (the “Trustee Solvency Opinion”). This Opinion shall not bedeemed to be the Board Solvency Opinion or the Trustee Solvency Opinion and the Board shallnot be entitled to rely on this Opinion.Specifically, the Trustee has requested that Duff & Phelps determine whether, following theClosing and after taking into consideration the Anticipated Savings (certain terms used herein aredefined in Appendix A to this letter and, for the purposes of this letter, shall only have themeanings set forth in Appendix A):1)

The Fair Market Value of the Company’s assets will exceed the value of its liabilities,including all contingent and other liabilities; and2)

The Company, as a going concern, and on a going-forward basis, should be able to payits Liabilities, including all Contingent and other Liabilities, as they become absolute andmature(the determinations (1) and (2) above being collectively referred to herein as the“Determinations”).

Scope of Analysis

Our due diligence, procedures, and financial analysis with respect to the preparation of ourOpinion included, but was not limited to, the items summarized below.1.

Reviewed the following documents:a.

the Company’s annual report on Form 10-K for the fiscal year ended December 31,2006 filed with the Securities and Exchange Commission, which included auditedfinancial statements;b.

the financial projections for the Company for the fiscal years ending on or aboutDecember 31, 2007 to 2012, prepared by management;c.

the presentation to the Committee of Independent Directors of the Board of Directorsof Tribune Company dated February 12, 2007 prepared by Merrill Lynch andCitigroup;d.

the presentation materials of the Meeting of the Committee of Independent Directors of Tribune dated February 12, 2007;e.

the presentation to the Board of Directors of Tribune Company dated October 1, 2005prepared by the Boston Consulting Group;f.

commitment letters and term sheets for the ESOP Transaction financing packagedelivered to the Company by Merrill Lynch Capital Corporation, Citigroup Global

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Markets Inc on behalf of Citigroup, J.P. Morgan Securities Inc., and JPMorgan ChaseBank, N.A;2.

Reviewed certain other relevant, publicly available information, including economic,industry, investment information, and trends with respect to the newspaper publishing andbroadcasting industries;3.

Discussed with senior management of the Company the history, current operations, andprobable future outlook of the Company and the operating and financing plans for theCompany;4.

Received a letter from management of the Company dated April 1, 2007 which included,among other items, a list of all contingent and unliquidated liabilities of the Company tothe best knowledge of Company management and representations from Companymanagement that:a.

the assumptions provided and utilized in the projected revenue and expensecalculations for the Company represent management's best estimates as of the datethereof as to the future operating performance and financial results of the Company ona pro forma basis;b.

the assumptions supporting such projections are, in management’s view, bothreasonable and achievable as of the date thereof and have been subject to Companymanagement and Company board review and approval; andc.

other than as accrued for in the Company’s audited financial statements for the yearended December 31, 2006, none of the litigation to which the Company is currently aparty nor any claims or causes of action that are probable of legal assertion against theCompany would, in management’s view, be reasonably likely to have a materialadverse effect on the assets, financial condition, business or prospects of the Companyon a consolidated basis;5.

Performed certain valuation analyses using generally accepted valuation and analyticaltechniques including discounted cash flow analysis, an analysis of selected publiccompanies, and an analysis of selected transactions;6.

Reviewed management’s financial projections for the Company, including cash flowforecasts over the term of the pro forma debt financing;7.

Performed sensitivity analyses on management’s projections, using financial assumptionsthat we believe represented reasonable downside scenarios based on statements bymanagement as to its plans and intentions, our investigation and understanding of thebusiness, and such other information as we deemed appropriate;8.

Analyzed financial and market data obtained from regularly published sources on publiccompanies that we selected for purposes of our analysis and compared the capital needsand cash flow generating ability of the Company after giving effect to the ESOPTransaction, with those public companies; and