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Exhibit 10.2(3)(c)


AMENDMENT TO

A. H. BELO CORPORATION

1995 EXECUTIVE COMPENSATION PLAN



     Belo Corp., a Delaware corporation, pursuant to authorization of the
Compensation Committee of the Board of Directors, adopts the following
amendments to the A. H. Belo Corporation 1995 Executive Compensation Plan (the
“Plan”), effective as of December 4, 2003.


     1.     Paragraph 2(d) of the Plan is amended in its entirety to read as
follows:



		
	 	     (d) “Change in Control” means the first to occur of the events
described in (i) through (iv) below, unless the Board has adopted a
resolution prior to or promptly following the occurrence of any such
event stipulating, conditionally, temporarily or otherwise, that any such
event will not result in a change in control of the Company for purposes
of the Plan:




		
	 	     (i) the commencement of, or first public announcement of the
intention of any entity, person or group (within the meaning of
Section 3(b) of, and Rule 13d-5(b) promulgated under, the
Securities Exchange Act of 1934, as amended, respectively) to
commence, a tender offer or exchange offer (other than an offer by
the Company or any Subsidiary) for all, or any part of, the Common
Stock;




		
	 	     (ii) the public announcement by the Company or by any group
(as defined in clause (i) above), entity or person (other than the
Company, any Subsidiary, or any savings, pension or other benefit
plan for the benefit of employees of the Company or any Subsidiary)
which, through a transaction or series of transactions has
acquired, directly or indirectly, beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) of more than 30% of the total number of shares
of Common Stock, that such group, entity or person has become such
a beneficial owner;




		
	 	     (iii) the approval by the Company’s shareholders (or, if such
approval is not required, the consummation) of a merger in which
the Company does not survive as an independent publicly owned
corporation, a consolidation, or a sale, exchange, or other
disposition of all or substantially all of the Company’s assets; or




		
	 	     (iv) a change in the composition of the Board during any
period of two consecutive years such that individuals who at the
beginning of such period were members of the Board cease for any
reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company’s
shareholders, of each new director was approved by a vote of at
least two-thirds



 






 







		
	 	of the directors then still in office who were directors at
the beginning of such period.



     2.     The Plan is amended by the addition of the following new Paragraph:



		
	 	     17. Term. The Plan was approved by the shareholders of the Company
on May 3, 1995, and will expire on the tenth anniversary of such
shareholder approval. No further Awards will be made under the Plan on
or after May 3, 2005.



     Executed this 5th day of December, 2003.



	 	 	 
	 	
BELO CORP.
	 	 	 
	 	By	
/s/Marian Spitzberg
	 	 	


	 	 	
Marian Spitzberg
	 	 	
Senior Vice President/Human Resources




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