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                                                                   EXHIBIT 10.38

                      SUPPLEMENTAL BENEFIT RETIREMENT PLAN

                                       OF

                           LIN TELEVISION CORPORATION

                            AND SUBSIDIARY COMPANIES

              (As Amended and Restated Effective December 21, 2004)

                                     Purpose

      Section 415 of the Internal Revenue Code (the "Code"), as amended by the
Employee Retirement Income Security Act of 1974 (the "Act") and the Tax Equity
and Fiscal Responsibility Act of 1982 ("TEFRA"), imposes certain dollar
limitations on the annual retirement benefit payable to an individual after
December 31, 1982, under qualified pension plans such as the LIN Television
Corporation Retirement Plan (the "Retirement Plan"). Also, effective January 1,
1989, Section 401(a) (17) of the Code, as amended by the Tax Reform Act of 1986
("TRA-86") limits the amount of annual compensation that may be taken into
account under the Retirement Plan for any year to $200,000, as adjusted by the
Secretary of the Treasury to reflect increases in the cost of living. LIN
Television Corporation ("LIN") has amended the Retirement Plan to conform to the
benefit and compensation limitations of the Code, the Act, TEFRA and TRA-86, and
such amendments (the "Limitations Amendments") will reduce the benefits that
certain employees and former employees (and their beneficiaries) of LIN and any
other Employer (as such term is defined in the Retirement Plan) would otherwise
be entitled to

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receive under the Retirement Plan. In addition, compensation considered under
the Retirement Plan is further limited in that it does not include amounts
deferred under the LIN Television Corporation Deferred Compensation Plan (the
"Deferred Compensation Plan") either when such amounts are earned or are
received. LIN and any other employees (and their beneficiaries) shall receive
retirement benefits in the same amounts they would have received under the
Retirement Plan if compensation deferred under the Deferred Compensation Plan is
included as part of a participant's compensation in the plan year in which it
would have been received had it not been deferred and were it not for the
Limitation Amendments.

                             Section 1: Definitions

      (a) "Employee" means any person who at any time before the termination of
this Supplemental Benefit Retirement Plan (the "Plan") of LIN Television
Corporation and Subsidiary Companies was an employee of LIN or any other
Employer, which shall have adopted this Plan, and while so employed was a
participant in the Retirement Plan.

      (b) "Beneficiary" means any person or entity other than the Employee who
is entitled to receive benefits under the Retirement Plan based on the
participation in the Retirement Plan by the Employee.

      (c) "Successor" means (i) the person specified, in a written designation
delivered to the administrative committee of the Retirement Plan, or such other
person or entity as LIN shall designate, by an Employee or Beneficiary becoming
entitled to receive payments under Section 2 below, as the person to whom any
unpaid portion of such payments should be made in the event

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of the death of such Employee or Beneficiary or (ii) in the absence of such
designation or in the event of the prior death of the person so designated, the
estate of such Employee or Beneficiary.

                               Section 2: Benefits

      (a) LIN will pay or cause to be paid to each Employee or his beneficiary,
as the case may be, who is entitled to receive payments under the Retirement
Plan, an amount which is equivalent to the excess (if any) of (i) the amount
such Employee or Beneficiary would have been entitled to receive under the
Retirement Plan for each calendar year, determined as if compensation as defined
in Article I of the Retirement Plan included any amounts deferred under the
Deferred Compensation Plan in the plan year in which such amounts would have
been received if they were not deferred pursuant to the Deferred Compensation
Plan and taking into account all the provisions of the Retirement Plan as are
from time to time in effect and applicable to the Employee or Beneficiary except
the Limitation Amendments, over (ii) the amount such Employee or Beneficiary is
entitled to receive under the Retirement Plan for such year taking into account
the Limitation Amendments. Payments hereunder shall be made at approximately the
same times as payments are made to the Employee or Beneficiary under the
Retirement Plan, except as provided in Section 2(b) below.

      (b) If an Employee or Beneficiary is entitled to a benefit pursuant to
Section 2(a) hereof, LIN shall in its sole discretion determine whether to pay
such Employee or Beneficiary either (i) a single lump sum, actuarially
equivalent to the lump-sum amount payable under section 2(a) hereof, based on
such tables and interest rates as may be adopted from time to time for the
purpose of computing such actuarial equivalencies under the Retirement Plan, or
(ii) a series of

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payments in one of the forms of payment permitted under Article VII of the
Retirement Plan, or such other form as may be selected by LIN, with the payments
under the selected form having an aggregate value actuarially equivalent to such
lump-sum amount payable under section 2(a) hereof. LIN shall determine the times
at which such payments shall be made, but they shall commence not later than one
year after the commencement of benefits under the Retirement Plan and shall
thereafter be made at least annually and over the same period that such payments
would be made if they were paid under the Retirement Plan. If the Employee or
Beneficiary dies before all such payments have been made, the remainder thereof
shall be paid to his or her Successor. Notwithstanding the foregoing, on request
of the Employee or Beneficiary, or, if no longer living, his or her Successor,
LIN may, in its sole discretion, accelerate the remaining unpaid portion of such
payments into one or more payments having, in the aggregate, an equivalent
actuarial value, based on such tables and interest rates as may be adopted from
time to time for the purpose of computing such actuarial equivalencies under the
Retirement Plan.

                            Section 3: Miscellaneous

      (a) LIN shall be under only a contractual obligation to make the payments
to the Employee, Beneficiary or Successor referred to herein when due, and the
amounts of such payments shall not be held in trust for the Employee,
Beneficiary or Successor.

      (b) Nothing contained herein shall confer any right on an Employee to be
continued in the employ of LIN or any other Employer, or shall affect the right
of the Employee to participate in and receive benefits under and in accordance
with any pension, profit-sharing, incentive compensation or other benefit plan
or program of LIN or any other Employer.

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      (c) This Plan shall continue in force with respect to any Employee until
the termination of the right of such Employee or his Beneficiary to receive
benefits under the Retirement Plan, or, if later, the completion of any payments
due under Section 2(b) hereof, and shall be binding upon any successor to
substantially all the assets of LIN. LIN may, however, at any time, amend the
Plan to provide that no additional benefits shall accrue with respect to any
Employee under the Plan; provided, however, that no such amendment shall deprive
any Employee, Beneficiary or Successor of any benefit that accrued under the
Plan prior to such amendment. LIN may also, at any time, amend this Plan
retroactively or otherwise if and to the extent that such action is deemed
appropriate in light of government regulations or other legal requirements.

      (d) No right or interest of an Employee, Beneficiary or Successor under
this Plan shall be subject to voluntary or involuntary alienation, assignment or
transfer of any kind.

      (e) The administration of the Plan shall be the responsibility of the
administrative committee of the Retirement Plan, or such other person or entity,
as LIN shall designate. Decisions of such administrator of the Plan shall be
final and binding upon each Employer that shall have adopted this Plan,
Employees of such Employers and the Beneficiaries and Successors of such
Employees or Beneficiaries.

      (f) If any payment to be made under this Plan is to be made on account of
an Employee who was employed by an Employer that shall have adopted this Plan,
other than LIN, the cost of such payment shall be borne in such proportions, as
LIN and such Employer shall agree.

      (g) This Plan shall be construed, regulated and administered for all
purposes according to the laws of the State of New York and the United States.

      (h) This Plan was effective as of January 1, 1983, and the effective date
of this restatement shall be December 21, 2004.

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                                  AMENDMENT TO

                      SUPPLEMENTAL BENEFIT RETIREMENT PLAN
                          OF LIN TELEVISION CORPORATION
                            AND SUBSIDIARY COMPANIES

      1. The plan listed above (the "Plan"), shall be operated and administered
in accordance with a reasonable interpretation of section 409A of the Internal
Revenue Code of 1986 (the "Code") and section 885 of the American Jobs Creation
Act of 2004 (the "AJCA"), including any regulations or other guidance of general
applicability interpreting Code section 409A or the AJCA, effective with respect
to amounts deferred after December 31, 2004.

      2. To the extent that any provision of the Plan is inconsistent with the
restrictions imposed by Code section 409A or the AJCA (including, but not
limited to, restrictions on the timing of elections, the time or form of
distributions, the acceleration of benefits, or the events that will constitute
a substantial risk of forfeiture), that provision shall be deemed to be amended
to the extent necessary to bring it into compliance with Code section 409A and
the AJCA.

      3. The purpose of this amendment is to protect participants in the Plan
against the substantial unanticipated tax liability that would result from the
Plan's failure to comply with Code section 409A. Accordingly, to the extent that
an amendment to any Plan requires the consent of an individual participant, each
participant shall be deemed to have consented to the amendment unless the
participant provides written notice of his objection within a reasonable period
after being notified of the amendment.

      4. This amendment shall not affect any amounts that are deferred before
January 1, 2005, within the meaning of Code section 409A and the AJCA, and no
change shall be made in the administration of the Plan that would constitute a
"material modification" of the Plan with respect to such amounts. Nothing in
this amendment shall be construed to prevent LIN Television Corporation (the
"Company") from amending any Plan at a later date to apply the restrictions set
forth in Code section 409A to amounts deferred before January 1, 2005, or to
prevent the Company from amending any Plan in a manner that constitutes a
"material modification" of the Plan with respect to such amounts.

      5. This amendment shall remain in effect until the Plan are further
amended in an instrument adopted or ratified by the Board of Directors of the
Company (or by the Administrative Committee of the Company's retirement savings
plan) to reflect the requirements of Code section 409A and the AJCA, as
interpreted in regulations or other guidance issued by the Treasury Department
or Internal Revenue Service.

December 21, 2004

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