Amendment to Tribune Company 1997 Incentive Compensation Plan (May 7, 2002)

Summary

This document records an amendment to the Tribune Company 1997 Incentive Compensation Plan, approved by the Board of Directors on May 7, 2002. The amendment allows shares of common stock reserved but not used under previous company incentive plans to be included in the 1997 plan. The company’s Secretary or Assistant Secretary is authorized to take all necessary actions to implement this change.

EX-10.11B 7 a2104826zex-10_11b.txt EXHIBIT 10.11B Exhibit 10.11b AMENDMENT OF TRIBUNE COMPANY 1997 INCENTIVE COMPENSATION PLAN RESOLVED, that the Board of Directors of the Company hereby amends the Tribune Company 1997 Incentive Compensation Plan by adding the following new subparagraph (f) to Article IV: (f) any shares of Common Stock reserved for issuance and not used under the Company's 1992 Long-Term Incentive Plan and The Times Mirror Company 1996 Management Incentive Plan. 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 resolution, 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, hereby certify that the foregoing is a correct copy of resolutions duly adopted by the Board of Directors of Tribune Company on May 7, 2002. /s/ Mark W. Hianik ------------------ Mark W. Hianik