EXHIBIT (d)(3)
TRIBUNE COMPANY
March 13, 2000
The Xxxxxxxx Trusts
Pasadena, California
Reference is made to the Agreement and Plan of Merger dated March 13, 2000
between Tribune Company and The Times Mirror Company. Tribune Company will pay
or reimburse the fees and expenses of financial, legal and other advisers to
the Xxxxxxxx Trusts, in an aggregate amount not exceeding $25 million,
incurred in connection with the transactions contemplated by that merger
agreement.
Very truly yours,
Tribune Company
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Its: General Counsel & VP
----------------------------------
1