TRIBUNE CO
EXHIBIT 10.8A
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<TYPE>EX-10.8A
<SEQUENCE>7
<FILENAME>a2039491zex-10_8a.txt
<DESCRIPTION>EXHIBIT 10.8A
<TEXT>

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                                                                   EXHIBIT 10.8a

                                    AMENDMENT
                                       OF
                      TRIBUNE COMPANY AMENDED AND RESTATED
             TRANSITIONAL COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES

RESOLVED, that the Board of Directors of Tribune Company hereby amends the
Tribune Company Transitional Compensation Plan for Executive Employees by
deleting paragraph (c) of Section 4 in its entirety and, in lieu thereof,
replacing that paragraph with the following:

                  "(c) Consummation of a reorganization, merger, or
         consolidation involving Tribune Company, in each case, with respect to
         which persons who were the shareholders of Tribune Company immediately
         prior to such reorganization, merger or consolidation do not,
         immediately thereafter, own, directly or indirectly, 50% or more 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 Tribune
         Company, or the sale of all or substantially all of the assets of
         Tribune Company."

FURTHER RESOLVED, that the Secretary or Assistant Secretary of the Company is
hereby authorized and empowered to take all steps necessary to effect the
foregoing resolutions, including the execution, filing and delivery of such
documents as may be required by law or as may be deemed necessary or proper in
connection with the matters set forth in these resolutions.

                             *       *        *

I, Mark W. Hianik, Assistant Secretary for Tribune Company (the "Company"),
hereby certify that the foregoing is a correct copy of resolutions duly adopted
by the Governance and Compensation Committee of the Board of Directors of the
Company on October 24, 2000.

                                            /s/ Mark W. Hianik
                                            -------------------
                                            Mark W. Hianik

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