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Exhibit 10.2(5)(a)


BELO



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



As Amended and Restated Effective January 1, 2004




	1.	 	     Purpose and Nature of the Plan.




	 	(a)	 	     The purpose of the Supplemental Executive Retirement Plan is
to provide certain employees of Belo and its subsidiaries with
supplemental retirement income upon retirement or other termination
of employment. The provisions of the Plan as amended and restated
effective January 1, 2004, will apply to each employee who is a
participant in the Plan on and after such date. Benefits under the
Plan for participants who retired or otherwise terminated employment
prior to such date will be determined under the terms of the Plan as
in effect on December 31, 2003.
	 
	 	(b)	 	     The Plan is an individual account plan, and the benefit
payable under the Plan to a Participant at any time is the vested
balance of the Participant’s account established under Section 6,
notwithstanding the provisions of Sections 4 and 5. The benefits
described in Sections 4 and 5 are “target benefits,” which are
merely the means by which the Committee determines the amount that
Belo will contribute to the Plan on behalf of employees
participating in the Plan with respect to such benefits and are not
the benefits to be paid by the Plan.




	2.	 	     Definitions. The following definitions are used throughout the Plan.




	 	(a)	 	     Belo means Belo Corp., a Delaware corporation. The term
“Belo subsidiary” means (i) any corporation of which at least 80% of
the total combined voting power of all outstanding shares of stock
is owned directly or indirectly by Belo, (ii) any partnership of
which at least 80% of the profits interest or capital interest is
owned directly or indirectly by Belo and (iii) any other entity of
which at least 80% of the total equity interest is owned directly or
indirectly by Belo.
	 
	 	(b)	 	     Board of Directors means the Board of Directors of Belo.
	 
	 	(c)	 	     Cause means any intentional act of fraud, embezzlement, or
theft committed by a Participant in the course of the Participant’s
employment by Belo or any Belo subsidiary or any intentional
misconduct engaged in by the Participant which is materially
injurious to the business, reputation or property of Belo or any
Belo subsidiary.
	 
	 	(d)	 	     Code means the Internal Revenue Code of 1986, as amended and
in effect from time to time.
	 
	 	(e)	 	     Committee means the Compensation Committee of the Board of
Directors or any successor committee appointed by the Board of
Directors to administer the Plan.



 






 







	 	(f)	 	     ERISA means the Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(g)	 	     Final Monthly Compensation means the final monthly
compensation of a Participant determined in the same manner as under
the provisions of the Pension Plan without regard to whether the
Participant is also a participant in the Pension Plan, except that
(i) the limitation on compensation under Section 401(a)(17) of the
Code will not be taken into account and (ii) with respect to a
Participant who participates in a Belo annual incentive compensation
plan, compensation paid after 1999 will include the amount of the
Participant’s target incentive cash compensation under such annual
incentive compensation plan rather than the amount of the actual
incentive cash compensation payment.
	 
	 	(h)	 	     Participant means an employee who is eligible to receive
benefits under the Plan. The term “Participant” will include the
beneficiary of a deceased Participant, unless the context clearly
requires a different interpretation.
	 
	 	(i)	 	     Pension Plan means The G. B. Dealey Retirement Pension Plan,
as amended from time to time, which is a defined benefit pension
plan that is sponsored by Belo and is intended to qualify under
Section 401(a) of the Code.
	 
	 	(j)	 	     Plan means the Belo Supplemental Executive Retirement Plan as
set forth herein and as amended from time to time.
	 
	 	(k)	 	     Plan Year means the calendar year.
	 
	 	(l)	 	     SRP means The Providence Journal Company Supplemental
Retirement Plan.




	3.	 	     Eligibility. The Committee will designate from time to time those
employees of Belo or any Belo subsidiary who are eligible to participate
in the Plan and will specify whether an eligible employee will receive the
benefit described in Section 4 or the benefit described in Section 5.
An employee who has been designated as eligible to participate in the Plan
will cease to be eligible for future benefits as of any date specified by
the Committee, subject to the provisions of Section 6(d).
	 
	4.	 	     Supplemental Retirement Benefit.




	 	(a)	 	     As soon as practicable after an employee becomes a
Participant with respect to the target benefit described in this
Section, the Committee will determine the Participant’s projected
annual Final Monthly Compensation on the assumption that the
Participant will remain employed by Belo or a Belo subsidiary
through the last day of the month in which the Participant attains
age 65.
	 
	 	(b)	 	     The Committee will also determine the projected annual
retirement benefit that will be paid to the Participant under the
terms of the Pension Plan as a straight-life annuity on the
assumption that the Participant will remain employed



 






 







	 	 	 	by Belo or a Belo subsidiary through the last day of the month in
which the Participant attains age 65 and will begin to receive
retirement benefits immediately thereafter. If a Participant is
not an active participant in the Pension Plan, the Committee will
determine the projected annual retirement benefit that would be
paid to the Participant as if the Participant were an active
participant in the Pension Plan, on the basis of the assumptions
set forth in the preceding sentence and such years of benefit
accrual service as the Committee determines should be credited to
the Participant for this purpose.
	 
	 	(c)	 	     The target benefit for each Participant under this Section
will be an annual benefit payable as a straight-life annuity,
beginning on the first day of the month immediately following the
month in which the Participant attains age 65, in an amount equal to
the greater of:




	 	 	(i)	(A) 60% of the Participant’s annual Final Monthly
Compensation determined under Section 4(a) reduced (but not
below zero) by 100% of the Participant’s projected annual
retirement benefit determined under Section 4(b), multiplied
by a fraction (not to exceed one) the numerator of which is
the number of years of Plan participation that the Participant
will have completed if the Participant participates
continuously in the Plan until reaching age 65 and the
denominator of which is 10; and
	 
	 	 	(ii)	a projected annual benefit calculated in the same
manner as the restoration benefit described in Section 5.




	5.	 	     Restoration Benefit.




	 	(a)	 	     As soon as practicable after an employee becomes a
Participant with respect to the target benefit described in this
Section, the Committee will determine (i) the amount of the
Participant’s projected annual Final Monthly Compensation on the
assumption that the Participant will remain employed by Belo or a
Belo subsidiary through the last day of the month in which the
Participant attains age 65 and (ii) the projected annual retirement
benefit that would be paid to the Participant from the Pension Plan
based on such projected annual Final Monthly Compensation, and
without regard to any limitation on benefits under Section 415 of
the Code, in the form of a straight-life annuity beginning on the
first day of the month immediately following the month in which the
Participant attains age 65.
	 
	 	(b)	 	     The Committee will also determine the projected annual
retirement benefit that will be paid to the Participant under the
terms of the Pension Plan as a straight-life annuity on the
assumption that the Participant will remain employed by Belo or a
Belo subsidiary through the last day of the month in which the
Participant attains age 65 and will begin to receive retirement
benefits immediately thereafter.



 






 







	 	(c)	 	     If a Participant is not an active participant in the Pension
Plan, the Committee will determine the projected annual retirement
benefit that would be paid to the Participant under Section 5(a)
and Section 5(b) as if the Participant were an active participant
in the Pension Plan, on the basis of the assumptions set forth in
such Sections and on the basis of such years of benefit accrual
service as the Committee determines should be credited to the
Participant for this purpose.
	 
	 	(d)	 	     The target benefit for each Participant under this Section
will be the value of an annual benefit payable as a straight-life
annuity beginning on the first day of the month immediately
following the month in which the Participant attains age 65 in an
amount equal to (i) the difference between the value of the annual
benefit determined under Section 5(a) and the value of the annual
benefit determined under Section 5(b), multiplied by (ii) a
fraction (not to exceed one) the numerator of which is the number of
years of Plan participation that the Participant will have completed
if the Participant participates continuously in the Plan until
reaching age 65 and the denominator of which is 10.




	6.	 	     Participant Accounts; Contribution and Earnings Credits.




	 	(a)	 	     The Committee will determine the amount Belo would be
required to contribute each Plan Year on behalf of a Participant in
order to fully fund, as of the last day of the month in which the
Participant attains age 65, the Participant’s target benefit
described in Section 4 or Section 5, as applicable. Belo will
establish on its books an account for each Participant and will
credit annually to each Participant’s account the amount of the
contribution determined by the Committee as necessary to fund such
benefits for the Participant, plus earnings on such contributions
determined by applying the earnings factor specified by the
Committee. The Committee will review no less frequently than once
every three years the assumptions used in determining each
Participant’s target benefit described in Section 4 or Section 5
and the balance credited to each Participant’s account and in its
discretion may make any changes to the contribution and earnings
credits to a Participant’s account that it determines are
appropriate as a result of such review.
	 
	 	(b)	 	     With respect to a Participant who agreed to the transfer of
his SRP benefit to the Plan, the value of the Participant’s SRP
benefit was credited to the Participant’s account as the opening
balance of the account on January 1, 2000, and was taken into
account in determining the amount Belo would be required to
contribute to fund the Participant’s target benefit. The value of
the Participant’s SRP benefit for this purpose was equal to the cash
contribution made by Belo in February 1997 to Fleet National Bank,
as trustee of the Belo Holdings, Inc. Benefits Trust, to fully fund
the Participant’s SRP benefit, as adjusted for investment gains and
losses through December 31, 1999.
	 
	 	(c)	 	     Notwithstanding the provisions of Section 6(a), if Belo
with the concurrence of the Committee either invests corporate funds
in investments that are designated for the purpose of providing a
Participant’s Plan benefit or



 






 







	 	 	 	establishes a trust described in Section 11(c) for the purpose of
providing Plan benefits, the actual earnings of such corporate or
trust fund investments will be credited to the Participant’s
account instead of the earnings produced by the Committee’s
earnings factor, even though such actual earnings may be more or
less than the earnings that would be credited using the earnings
factor specified by the Committee. For purposes of this provision,
the Belo Holdings, Inc. Benefits Trust established on February 28,
1997, with Fleet National Bank, as trustee, will be a trust
described in Section 11(c) with respect to a Participant described
in Section 6(b).
	 
	 	(d)	 	     Annual contributions will be credited to the Participant’s
account as of a date selected by Belo, but not later than 90 days
after the end of the Plan Year for which the contribution is to be
credited. Except as otherwise provided in this Section 6(d),
contributions will be credited for each full Plan Year in which the
Participant participates in the Plan. If a Participant first
becomes eligible to participate on a date other than the first day
of the Plan Year or attains age 65, retires or otherwise terminates
employment or ceases to be eligible for future benefits on a date
other than the last day of the Plan Year, the Committee will
determine whether any contributions are to be credited for such Plan
Year and the amount of any such contributions. For purposes of the
Plan, a Participant who becomes eligible for benefits under any long
term disability plan maintained by Belo or any Belo subsidiary will
be regarded as having terminated employment on the date as of which
disability benefits begin. Earnings will continue to be credited to
a Participant’s account until the Participant’s Plan benefit is
paid, even though contributions cease to be credited as of an
earlier date.
	 
	 	(e)	 	     In addition to the contribution credits described in Section
6(a), there has been credited to the account of each employee who
was a Participant on January 1, 2000, and who was a participant in
the Management Security Plan of A. H. Belo Corporation and
Affiliated Companies (“MSP”) on December 31, 1999, an additional
amount equal to the Participant’s lump sum benefit under the MSP (as
determined under the provisions of the MSP as amended in December
1999), and there will be credited to each such Participant the
additional amounts, if any, that are set forth on Exhibit A to the
Plan. The Participant’s lump sum benefit under the MSP was credited
to the Participant’s account as of January 1, 2000, and the
additional amounts will be credited as of the dates set forth on
Exhibit A. Earnings will be credited to these additional amounts in
the same manner as all other amounts credited to the Participant’s
account. All amounts credited to a Participant’s account under this
Section 6(e) will be used to fund the Participant’s target benefit
and will not be used to provide a benefit in addition to the target
benefit.
	 
	 	(f)	 	     In addition to the contribution credits described in Section
6(a), there has been credited to the account of each employee (i)
who was a Participant on December 31, 2003, with respect to the
supplemental benefit described in Section 4, (ii) whose
participation in such supplemental benefit was discontinued by the
Committee as of December 31, 2003, and (iii) who continued to
participate



 






 







	 	 	 	in the Plan on January 1, 2004, with respect to the restoration benefit
described in Section 5, an additional amount estimated by the
Committee to be equal to the present value of the difference
between (A) the projected target benefit under Section 4(c)(i)
that the Participant would have earned for years after 2003 until
age 65 in the absence of the discontinuance of the supplemental
benefit and (B) the Participant’s projected target benefit under
Section 4(c)(ii) for years after 2003 until age 65.




	7.	 	     Vesting. Subject to the rights of general creditors as set forth in
Section 11 and the right of Belo to discontinue the Plan as provided
in Section 14, a Participant will be vested in the balance of his
account attributable to the target benefits described in Section 4
and Section 5, as applicable, only if he has completed at least three
years of service (a year of service for this purpose will be
determined in the same manner as under the Pension Plan without regard
to whether the Participant is also an active participant in the
Pension Plan), unless the Participant’s employment with Belo or any
Belo subsidiary is terminated for Cause. If a Participant is
terminated for Cause, the Participant’s Plan benefit will be forfeited
and the Participant will not be entitled to any benefit under the
Plan. In addition, a Participant will be fully vested in his Plan
benefit if he dies or becomes eligible for benefits under any long
term disability plan maintained by Belo or any Belo subsidiary.
	 
	8.	 	     Commencement of Benefits. Payment of a Participant’s vested interest
in his Plan benefit will be made or will begin as soon as practicable
following the Participant’s termination of employment unless the
Participant elects in writing at least six months prior to termination
of employment, in accordance with procedures established by the
Committee, to defer payment of his benefit to a later date (but not
later than the first day of the month following attainment of age 65).
A Participant’s election to defer payment of his benefit to a later
date will be irrevocable and may not be changed after it has been
received by the Committee.
	 
	9.	 	     Form of Benefits.




	 	(a)	 	     A Participant’s Plan benefit will be paid in a single lump
sum payment, unless the Participant elects in writing at least six
months prior to his termination of employment, in accordance with
procedures established by the Committee, to receive his Plan benefit
in one of the following optional forms, each of which will be
actuarially equivalent to the Participant’s account balance as of
the date of benefit commencement: (i) a joint and survivor annuity
that pays monthly benefits for the life of the Participant and on
the death of the Participant pays 50% of such monthly benefit to the
spouse to whom the Participant was married when annuity payments
began, if such spouse survives the Participant, for the life of such
spouse; (ii) a straight-life annuity that pays monthly benefits for
the life of the Participant and pays no further benefits following
the Participant’s death; or (iii) an annuity that pays monthly
benefits for the life of the Participant and in the event that the
Participant dies before 120 monthly benefit payments have been made,
continues to pay monthly payments in the same amount to the
beneficiary designated by the Participant before benefit payments
began, until a total of 120



 






 







	 	 	 	monthly payments have been made to the Participant and the
Participant’s beneficiary.
	 
	 	(b)	 	     Any annuity elected by a Participant or by a beneficiary
pursuant to Section 10 will be paid from the Participant’s account
established under Section 6, and Belo will not purchase any form of
annuity contract from an insurance company or other third party. In
the event the balance of the Participant’s account is insufficient
to continue the monthly payments being made under the form of
annuity elected by the Participant or beneficiary (because the
individual receiving the payments outlives the life expectancy used
in determining the amount of the monthly payments or because of any
other reason), Belo will credit such additional amounts to the
Participant’s account as may be necessary to provide to the
Participant or beneficiary the remaining payments due under the
annuity. Upon the death of both the Participant and beneficiary,
any balance remaining in the Participant’s account will revert to
Belo and may be used by Belo for any purpose.
	 
	 	(c)	 	     A Participant or beneficiary who is receiving monthly annuity
payments may elect at any time to receive in a single lump sum
payment an amount equal to 90% of the actuarially equivalent value
of the unpaid portion of the annuity.
	 
	 	(d)	 	     In determining the actuarial equivalence of forms of benefit
under this Section, the Committee will adopt from time to time such
actuarial assumptions and other factors as it determines to be
appropriate.




	10.	 	     Death Benefits.




	 	(a)	 	     Upon the death of a Participant who is receiving a Plan
benefit, the Plan benefit will continue to be paid (if at all) in
accordance with the form of payment elected by the Participant under
Section 9.
	 
	 	(b)	 	     If a Participant who is entitled to receive a Plan benefit
dies before payment of such benefit begins, the Plan benefit will be
paid as a death benefit to the beneficiary designated by the
Participant (who may or may not be the Participant’s spouse) in
accordance with procedures established by the Committee or, in the
event the Participant has not designated any beneficiary, to the
Participant’s surviving spouse, if any, and if none, to the
Participant’s estate. The death benefit payable pursuant to this
Section will be paid in a lump sum payment as soon as practicable
after the Participant’s death.




	11.	 	     Funding of Benefits.




	 	(a)	 	     The Plan will be unfunded. All benefits payable to a
Participant under the Plan will be paid from the general assets of
Belo or any Belo subsidiary that employed the Participant, and
nothing contained in the Plan will require Belo or any Belo

subsidiary to set aside or hold in trust any funds for the benefit
of a Participant, who will have the status of a general unsecured
creditor with respect to the obligation of Belo to make payments
under the Plan. Any funds of Belo or



 






 







	 	 	 	any Belo subsidiary available to pay benefits under the Plan will
be subject to the claims of general creditors of Belo or such
subsidiary and may be used for any purpose by Belo or such
subsidiary.
	 
	 	(b)	 	     If the Plan benefit payable to a Participant is attributable
to periods of employment with Belo and/or one or more subsidiaries
of Belo, the Committee may allocate liability for the payment of the
benefit among Belo and one or more subsidiaries in any manner the
Committee, in its sole discretion, determines to be appropriate.
	 
	 	(c)	 	     Notwithstanding the provisions of Section 11(a), Belo may,
at the direction and in the absolute discretion, of the Committee,
transfer to the trustee of one or more trusts established for the
benefit of one or more Participants assets from which all or a
portion of the benefits provided under the Plan will be satisfied,
provided that such assets held in trust will at all times be subject
to the claims of general unsecured creditors of Belo and the
subsidiaries of Belo, and no Participant will at any time have a
prior claim to such assets. To the extent that Plan benefits are
paid from any such trust, Belo and each Belo subsidiary will be
relieved of all liability for such Plan benefits.




	12.	 	     Administration of the Plan.




	 	(a)	 	     The Committee will administer the Plan and will have the full
authority and discretion to accomplish that purpose, including
without limitation, the authority and discretion to (i) interpret
the Plan and correct any defect, supply any omission or reconcile
any inconsistency or ambiguity in the Plan in the manner and to the
extent that the Committee deems desirable to carry the purpose of
the Plan, (ii) resolve all questions relating to the eligibility of
employees to become Participants, (iii) determine the amount of
benefits payable to Participants and authorize and direct Belo with
respect to the payment of benefits under the Plan, (iv) make all
other determinations and resolve all questions of fact necessary or
advisable for the administration of the Plan, and (v) make, amend
and rescind such rules as it deems necessary for the proper
administration of the Plan. The Committee will keep a written
record of its action and proceedings regarding the Plan and all
dates, records and documents relating to its administration of the
Plan. The Committee may, from time to time, delegate to one or more
of its members and to any other persons any of its rights, duties
and responsibilities with respect to the administration of the Plan
and may terminate any such delegation upon such notice as the
Committee determines to be appropriate.
	 
	 	(b)	 	     In determining the amount of a Participant’s target benefit
described in Section 4 or Section 5, the Committee will adopt,
with the advice of actuaries or such other consultants as it may
select, such assumptions as in its sole discretion it determines to
be necessary, desirable or appropriate as to interest rates,
mortality, rates of inflation, increases in Participant compensation
and any other matter that the Committee deems relevant in making the
calculations required under the Plan. The Committee may revise any
such assumptions from time to time to the extent



 






 







	 	 	 	that the Committee deems necessary, desirable or appropriate, and
any such revised assumptions will be taken into account in
determining the amount of future contribution credits required to
provide a Participant’s Plan benefit. The Committee’s
determinations made under Section 4 and Section 5 will be binding
and conclusive on Belo and on each Participant
	 
	 	(c)	 	     Any action taken or determination made by the Committee will,
except as otherwise provided in Section 13 below, be conclusive on
all parties. No member of the Committee will vote on any matter
relating specifically to such member. In the event that a majority
of the members of the Committee will be specifically affected by any
action proposed to be taken (as opposed to being affected in the
same manner as each other Participant in the Plan), such action will
be taken by the Board of Directors.




	13.	 	     Claims Procedure.




	 	(a)	 	     If a Participant does not receive the benefits which he
believes he is entitled to receive under the Plan, he may file a
claim for benefits with the Human Resources Department of the
Company. All claims will be made in writing and will be signed by
the claimant. If the claimant does not furnish sufficient
information to determine the validity of the claim, the Human
Resources Department will indicate to the claimant any additional
information which is required.
	 
	 	(b)	 	     Each claim will be approved or disapproved by the Human
Resources Department within 90 days following the receipt of the
information necessary to process the claim. In the event the Human
Resources Department denies a claim for benefits in whole or in
part, the Human Resources Department will notify the claimant in
writing of the denial of the claim. Such notice by the Human
Resources Department will also set forth, in a manner calculated to
be understood by the claimant, the specific reason for such denial,
the specific Plan provisions on which the denial is based, a
description of any additional material or information necessary to
perfect the claim with an explanation of why such material or
information is necessary, and an explanation of the Plan’s claim
review procedure as set forth below. If no action is taken by the
Human Resources Department on a claim within 90 days, the claim will
be deemed to be denied for purposes of the review procedure.
	 
	 	(c)	 	     A claimant may appeal a denial of his claim by requesting a
review of the decision by the Committee or a person designated by
the Committee. An appeal must be submitted in writing within six
months after the denial and must (i) request a review of the claim
for benefits under the Plan, (ii) set forth all of the grounds upon
which the claimant’s request for review is based and any facts in
support thereof, and (iii) set forth any issues or comments which
the claimant deems pertinent to the appeal. The Committee or the
named fiduciary designated by the Committee will make a full and
fair review of each appeal and any written materials submitted in
connection with the appeal. The Committee or the named



 






 







	 	 	 	fiduciary designated by the Committee will act upon each appeal
within 60 days after receipt thereof unless special circumstances
require an extension of the time for processing, in which case a
decision will be rendered as soon as possible but not later than
120 days after the appeal is received. The claimant will be given
the opportunity to review pertinent documents or materials upon
submission of a written request to the Committee or named
fiduciary, provided the Committee or named fiduciary finds the
requested documents or materials are pertinent to the appeal. On
the basis of its review, the Committee or named fiduciary will make
an independent determination of the claimant’s eligibility for
benefits under the Plan. The decision of the Committee or named
fiduciary on any claim for benefits will be final and conclusive
upon all parties thereto. In the event the Committee or named
fiduciary denies an appeal in whole or in part, it will give
written notice of the decision to the claimant, which notice will
set forth in a manner calculated to be understood by the claimant
the specific reasons for such denial and which will make specific
reference to the pertinent Plan provisions on which the decision
was based.




	14.	 	     Miscellaneous.




	 	(a)	 	     Nothing in the Plan will confer upon a Participant the right
to continue in the employ of Belo or any Belo subsidiary or will
limit or restrict the right of Belo or any Belo subsidiary to
terminate the employment of a Participant at any time with or
without cause.
	 
	 	(b)	 	     Except as otherwise provided in the Plan, no right or benefit
under the Plan will be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge such
right or benefit will be void. No such right or benefit will in any
manner be subject to the debts, liabilities or torts of a
Participant.
	 
	 	(c)	 	     The Plan may be amended at any time by the Committee. The
Plan may also be amended or terminated by the Board of Directors at
any time. No action taken by the Committee to amend the Plan or by
the Board of Directors to amend or terminate the Plan will have the
effect of decreasing a Participant’s account balance as of the date
of such action.
	 
	 	(d)	 	     The Plan is intended to provide benefits for “management or
highly compensated” employees within the meaning of Sections 201,
301 and 401 of ERISA, and therefore to be exempt from the provisions
of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan will
terminate and no further benefits will accrue hereunder in the event
it is determined by a court of competent jurisdiction or by an
opinion of counsel that the Plan constitutes an employee pension
benefit plan within the meaning of Section 3(2) of ERISA, which is
not so exempt. In addition, in the absolute discretion of the
Committee, and notwithstanding Section 9 or any other provision of
the Plan, the benefit of each Participant



 






 







	 	 	 	accrued under such balance of the Plan on the date of termination
of the Plan will be paid immediately to such Participant in a
single lump sum cash payment.
	 
	 	(e)	 	     If any provision in the Plan is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force and effect
without being impaired or invalidated in any way.
	 
	 	(f)	 	     The Plan will be construed and governed in all respects in
accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the
State of Delaware, including without limitation, the Delaware
statute of limitations, but without giving effect to the principles
of conflicts of laws of such state.




	 	 	Executed at Dallas, Texas, this 27th day of February 2004.






	 	 	 	 	 	 	 
	 	 	
BELO CORP.
	 	 	 	 	 	 	 
	 	 	
By
	 	/s/ Marian Spitzberg
	 	 	 	 	

	 	 	 	 	Name:

Title:
	 	Marian Spitzberg

Senior Vice President/Human 

Resources