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Exhibit 10.2(5)(c)




BELO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As Amended and Restated Effective January 1, 2008





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Purpose and Nature of the Plan
	 	 	1	 
	2. Definitions
	 	 	1	 
	3. Eligibility
	 	 	4	 
	4. Restoration Benefit
	 	 	4	 
	5. Participant Accounts; Contribution and Earnings Credits
	 	 	4	 
	6. Vesting
	 	 	6	 
	7. Commencement of Benefits
	 	 	6	 
	8. Form of Benefits
	 	 	7	 
	9. Prohibition on Acceleration of 2005 Account Benefit
	 	 	8	 
	10. Death Benefits
	 	 	9	 
	11. Funding of Benefits
	 	 	9	 
	12. Administration of the Plan
	 	 	10	 
	13. Claims Procedure
	 	 	11	 
	14. Miscellaneous
	 	 	11	 






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BELO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As Amended and Restated Effective January 1, 2008




     1. Purpose and Nature of the Plan.



          (a) Purpose. 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,
2008, 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
January 1, 2008, will be determined under the terms of the Plan as in effect on December 31, 2007,
as operated in good faith compliance with the provisions of Section 409A of the Internal Revenue
Code and the guidance issued by the Department of the Treasury and the Internal Revenue Service
prior to January 1, 2008, with respect to Section 409A.




          (b) Individual Account Plan. 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 accounts
established under Section 5, notwithstanding the provisions of Section 4. The benefit described in
Section 4 is a “target benefit,” which is 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 benefit and is not the benefit 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 (i) 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; (ii) any
intentional misconduct engaged in by the Participant which is materially injurious to the business,
reputation or property of Belo or any Belo subsidiary; (iii) any conduct of the Participant that
constitutes a breach of fiduciary duty to Belo or any Belo subsidiary; or (iv) the Participant’s
refusal to perform, or failure to perform in a satisfactory manner (other than by reason of
disability), the duties and responsibilities of the Participant’s position with Belo or any Belo
subsidiary.




 









 








          (d) Change in Control means a change in ownership of Belo, a change in effective control of
Belo or a change in the ownership of a substantial portion of the assets of Belo, in each case
within the meaning of Section 409A of the Code. Subject to the foregoing:





          (i) a change in ownership of Belo will occur on the date that any one person or persons
acting as a group acquires ownership of stock of Belo that together with stock held by such
person or persons constitutes more than 50% of the total fair market value or total voting
power of the stock of Belo;




          (ii) a change in effective control of Belo will occur on the date that (A) any one
person or persons acting as a group acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) ownership of
the stock of Belo possessing 30% or more of the total voting power of the stock of Belo or
(B) a majority of members of the Board is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of such appointment or election; and




          (iii) a change in the ownership of a substantial portion of the assets of Belo will
occur on the date that any one person or persons acting as a group acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such person
or persons) assets from Belo that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of Belo immediately prior to
such acquisition.



          (e) Code means the Internal Revenue Code of 1986, as amended and in effect from time to time,
and includes any applicable regulations or other guidance relating to provisions of the Code
published by the Internal Revenue Service or the U.S. Treasury Department.




          (f) Committee means the Compensation Committee of the Board of Directors or any successor
committee appointed by the Board of Directors to administer the Plan.




          (g) ERISA means the Employee Retirement Income Security Act of 1974, as amended.




          (h) 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 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.




          (i) Grandfathered Participant means a Participant with an earned and vested account balance
under the Plan as of December 31, 2004, whose name is set forth on Exhibit A to the Plan.




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          (j) MSP means the Management Security Plan of A. H. Belo Corporation and Affiliated Companies,
which was terminated as of December 31, 1999.




          (k) Participant means an employee who is eligible to receive benefits under the Plan. The
term “Participant” will include (i) a Grandfathered Participant who continues to participate in the
Plan after December 31, 2004; and (ii) unless the context clearly requires a different
interpretation, the beneficiary of a deceased Participant.




          (l) Pension Plan means The G. B. Dealey Retirement Pension Plan, which is a defined benefit
pension plan that is sponsored by Belo and is intended to qualify under Section 401(a) of the Code,
as such plan was in effect on March 31, 2007, immediately prior to the benefit freeze that became
effective on that date.




          (m) Plan means the Belo Supplemental Executive Retirement Plan as set forth herein and as
amended from time to time.




          (n) Plan Year means the calendar year.




          (o) Separation from Service means a Participant’s separation from service within the meaning
of Section 409A of the Code from Belo and all Belo subsidiaries by reason of the Participant’s
death, retirement or other termination of employment. A Participant who is on military leave, sick
leave or other bona fide leave of absence does not have a Separation from Service if the leave does
not exceed six months or, if the leave exceeds six months, the Participant’s right to reemployment
with Belo or a Belo subsidiary is provided by statute or by contract. If the period of the
Participant’s leave exceeds six months but the Participant’s right to employment is not provided by
statute or contract, the Participant’s Separation from Service occurs on the first date immediately
following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to
any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than six months, where such impairment
causes the Participant to be unable to perform the duties of the Participant’s position of
employment or any substantially similar position of employment, a 29-month period of absence will
be substituted for such six-month period.




          (p) SRP means The Providence Journal Company Supplemental Retirement Plan.




          (q) Trust means the Belo Supplemental Executive Retirement Plan Trust, which as of the date of
this amendment and restatement of the Plan is maintained pursuant to that certain Trust Agreement
dated as of October 1, 2002, between Belo and The Bank of New York as successor trustee. The Trust
is a so-called “rabbi trust” the assets of which are at all times subject to the claims of Belo’s
general creditors.




          (r) 2004 Account means the account established for each Grandfathered Participant under
Section 5(a). A Grandfathered Participant’s 2004 Account provides for benefits that are not
subject to the provisions of Section 409A of the Code.




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          (s) 2005 Account means the account established for each Participant under Section 5(b). A
Participant’s 2005 Account provides for benefits under the Plan that are subject to the provisions
of Section 409A of the Code.




     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. 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 5(c).



     4. Restoration Benefit.



          (a) Projected Final Compensation. As soon as practicable after an employee becomes a
Participant with respect to the target benefit described in this Section 4, 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) Projected Pension Plan Benefit. The Committee will also determine the projected annual
retirement benefit that would 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) Pension Plan Freeze Disregarded. 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 and the Pension Plan had not been frozen on March 31, 2007, on the
basis of the assumptions set forth in Section 4(a) and Section 4(b) 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) Target Benefit. The target benefit for each Participant under this Section 4 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 4(a) and the
value of the annual benefit determined under Section 4(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.




     5. Participant Accounts; Contribution and Earnings Credits.



          (a) 2004 Accounts. Belo will establish on its books a 2004 Account for each Grandfathered
Participant and will credit to the Grandfathered Participant’s 2004 Account an




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amount equal to the Grandfathered Participant’s earned and vested account balance as of
December 31, 2004, plus all earnings that accrue with respect to such account balance after
December 31, 2004, as determined under Section 5(d). The Grandfathered Participant’s earned and
vested account balance as of December 31, 2004, will include, without limitation and to the extent
applicable, (i) the Grandfathered Participant’s earned and vested right to the annual contribution
credit for the 2004 Plan Year; (ii) the amount of the Grandfathered Participant’s SRP benefit
transferred to the Plan as of January 1, 2000; and (iii) the amount of the Grandfathered
Participant’s MSP benefit transferred to the Plan as of January 1, 2000, plus the amounts set forth
on Exhibit B to the Plan that were credited to the Grandfathered Participant’s account prior to
January 1, 2005.




          (b) 2005 Accounts. The Committee will determine the amount Belo would be required to
contribute each Plan Year beginning on or after January 1, 2005, 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, taking into account the balance of both the
Participant’s 2004 Account and his 2005 Account. Belo will establish on its books a 2005 Account
for each Participant and will credit to each Participant’s 2005 Account (i) the amount, if any, of
the Participant’s account balance as of December 31, 2004, that was not earned and vested at
December 31, 2004, plus earnings on such balance that accrue after December 31, 2004, as determined
under Section 5(d); and (ii) the amount of the annual contribution credit determined by the
Committee for Plan Years beginning on or after January 1, 2005, plus earnings on such contribution
credits, as determined under Section 5(d). 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 and the balance credited to each Participant’s 2004 Account and 2005 Account. In its
discretion, the Committee may make any changes to the contribution credit to a Participant’s 2005
Account that it determines to be appropriate as a result of such review.




          (c) Annual Contributions.





          (i) No annual contributions will be credited to a Participant’s 2004 Account for any
Plan Year beginning after December 31, 2004.




          (ii) Effective with the Plan Year beginning on January 1, 2005, Belo will credit annual
contributions to each Participant’s 2005 Account in an amount determined under Section 5(b),
and will contribute to the Trust the amount credited to the Participants 2005 Account, not
later than 90 days after the end of the Plan Year for which the contribution is to be
credited. Belo will also contribute to the 2005 Account of a Participant who is a former
MSP participant the amounts set forth on Exhibit B to the Plan for years after December 31,
2004. Except as otherwise provided in this Section 5(c)(ii), 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. Earnings as determined under Section 5(d) will continue to be
credited to a Participant’s 2004



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Account and 2005 Account until the Participant’s Plan benefit is paid, even though
contributions cease to be credited as of an earlier date.



          (d) Investment Returns.





          (i) Except as provided in Section 5(d)(ii), the earnings and losses to be credited to
each Participant’s 2004 Account and 2005 Account for each Plan Year will be a proportionate
share of the actual earnings and losses on the investment of assets in the Trust, such
proportion to be determined by dividing the value of each 2004 Account and 2005 Account,
respectively, as of the last day of the Plan Year by the aggregate value all 2004 Accounts
and 2005 Accounts as of the last day of the Plan Year, giving appropriate weight to the
amount of contributions to the Trust for the Plan Year and the date as of which such
contributions were made.




          (ii) Notwithstanding the provisions of Section 5(d)(i), each Participant whose Accounts
are to be distributed in a single lump sum payment may elect, in accordance with procedures
established by the Committee, to have the portion of the Trust assets allocated to his 2005
Account segregated from the other assets of the Trust as soon as practicable following the
Participant’s Separation from Service and invested in a short-term interest bearing account
until such assets, together with interest, are distributed to the Participant or, in the
event of the Participant’s death prior to distribution, to the Participant’s designated
beneficiary.



     6. 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 2005 Account 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 as determined by
the Committee in its discretion. A Participant will be vested in the balance of his 2004 Account
unless the Participant’s employment with Belo or any Belo subsidiary is terminated for Cause as
determined by the Committee in its discretion. 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.



     7. Commencement of Benefits.



          (a) 2004 Accounts. Payment of a Participant’s Plan benefit attributable to his 2004 Account
balance 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.




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          (b) 2005 Accounts.





          (i) Except as otherwise provided in this Section 7(b), payment of a Participant’s
vested interest in his Plan benefit attributable to his 2005 Account balance will be made as
soon as practicable following the date that is six months after the date of the
Participant’s Separation from Service for any reason other than death, but in no event later
than 90 days following such six-month date, unless the Participant elects in writing, in
accordance with procedures established by the Committee, to defer payment of his benefit to
a specified later date; provided, however, that (A) the payment deferral election may not
take effect until at least 12 months after the date on which the election is made; (B) the
payment deferral election is made at least 12 months prior to the date on which payment of
the Participant’s Plan benefit attributable to his 2005 Account balance is scheduled to be
made; and (C) payment under the deferral election may not be made earlier than five years
after the date on which the payment of the Participant’s Plan benefit attributable to his
2005 Account balance would otherwise have been made or, if earlier, upon the Participant’s
death. A Participant may not make more than one payment deferral election with respect to
the benefit attributable to his 2005 Account.




          (ii) If a Participant dies after his Separation from Service and prior to the
expiration of the six-month period following such Separation from Service, payment of the
Participant’s vested Plan benefit will be made to the Participant’s beneficiary following
his death in accordance with the provisions of Section 10(b).




          (iii) Notwithstanding any other provision in the Plan, a payment otherwise required to
be made to a Participant or beneficiary may be delayed to the extent permitted by
Section 409A of the Code if the Committee reasonably determines that the payment (A) will
not be deductible for federal income tax purposes by reason of the application of
Section 162(m) of the Code; (B) will violate federal securities law or other applicable law;
or (C) may be delayed for any other reason permitted under Section 409A of the Code.



     8. Form of Benefits.



          (a) 2004 Accounts. A Participant’s Plan benefit attributable to his 2004 Account 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 such Plan benefit in one of the optional forms of annuity described in Section 8(c).




          (b) 2005 Accounts. A Participant’s Plan benefit attributable to his 2005 Account will be paid
in a single lump sum payment, unless the Participant elects in writing, in accordance with
procedures established by the Committee, to receive such Plan benefit in one of the optional forms
of annuity described in Section 8(c); provided, however, that (i) the payment election may not take
effect until at least 12 months after the date on which the election is made; (ii) the payment
election is made at least 12 months prior to the date on which payment of the Participant’s Plan
benefit attributable to his 2005 Account balance is scheduled to be made; and (iii) payment under
the new election may not be made earlier than five years after the date on




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which the payment of the Participant’s Plan benefit attributable to his 2005 Account balance
would otherwise have been made or, if earlier, upon the Participant’s death. A Participant may not
make more than one election to receive an optional form of payment with respect to the benefit
attributable to his 2005 Account, except that a change in the form of payment before any annuity
starting date from one type of life annuity to another type of life annuity with the same scheduled
date for the first annuity payment will not be considered a change in the time and form of payment,
provided the annuities are actuarially equivalent applying the same reasonable actuarial
assumptions to value each annuity payment option.




          (c) Annuity Payments. A Participant may elect one of the following optional forms of life
annuity payment pursuant to this Section 8, each of which will be actuarially equivalent to the
balance of the Participant’s 2004 Account or 2005 Account, as applicable, 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. Any annuity elected by a Participant will be paid from the
Participant’s 2004 Account or 2005 Account, as applicable, 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 2004 Account or 2005 Account, as applicable, 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 applicable 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 account from which the annuity was being paid will revert to Belo and
may be used by Belo for any purpose.




          (d) Acceleration of 2004 Account Benefit. A Participant or beneficiary who is receiving
monthly annuity payments attributable to the Participant’s 2004 Account 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. The provisions of this Section 8(d) will not apply to an
annuity form of payment attributable to a Participant’s 2005 Account.




          (e) Actuarial Equivalence. In determining the actuarial equivalence of forms of benefit under
this Section 8, the Committee will adopt from time to time reasonable actuarial assumptions and
other reasonable factors as it determines to be appropriate.




     9. Prohibition on Acceleration of 2005 Account Benefit.



          (a) In General. The time or schedule of any payment to be made under the Plan that is
attributable to a Participant’s 2005 Account may not be accelerated except to the




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extent permitted under Section 409A of the Code. Where Section 409A of the Code permits a
payment to be accelerated but does not require the Plan to, and the Plan does not, expressly
provide for such acceleration, the payment may be accelerated in the sole discretion of the
Committee.




          (b) Change in Control. Notwithstanding the general prohibition on acceleration of benefits,
upon a Change in Control the Committee will have the right, but not the obligation, to terminate
the Plan and to distribute to each Participant and beneficiary of a deceased participant, no
earlier than 30 days preceding and no later than 12 months following the date of the Change in
Control, the entire balance of the Participant’s or beneficiary’s 2005 Account.




     10. Death Benefits.



          (a) Death after Benefit Commencement. Upon the death of a Participant who is receiving an
annuity form of payment, the Plan benefit will continue to be paid (if at all) in accordance with
the form of annuity elected by the Participant under Section 8.




          (b) Death before Benefit Commencement. If a Participant who is entitled to receive a Plan
benefit dies before payment of such benefit is made or 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 10
will be paid in a lump sum payment as soon as practicable but in no event later than 90 days after
the Participant’s death.




     11. Funding of Benefits.



          (a) Unfunded Benefits. The Plan will be unfunded. All benefits payable to a Participant
under the Plan may be paid from the assets of the Trust, any successor or similar trust established
by Belo or any Belo subsidiary or from the general assets of Belo or any Belo subsidiary that
employed the Participant; provided, however, that nothing contained in the Plan will require Belo
or any Belo subsidiary to set aside or continue to hold in trust any funds for the benefit of a
Participant, who will have the status of a general creditor with respect to the obligation of Belo
to make payments under the Plan. Any assets held in the Trust or any successor or similar trust
will at all times be subject to the claims of general creditors of Belo and the Belo subsidiaries,
and no Participant will at any time have a prior claim to such assets. To the extent that Plan
benefits are paid from a trust, Belo and each Belo subsidiary will be relieved of all liability for
such Plan benefits. 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 the Belo subsidiary and may be
used for any purpose by Belo or the Belo subsidiary.




          (b) Allocation of Payments. If the Plan benefit payable to a Participant is attributable to
periods of employment with Belo and/or one or more Belo subsidiaries, the Committee may allocate
liability for the payment of the benefit among Belo and one or more




9









 







Belo subsidiaries in any manner the Committee, in its sole discretion, determines to be
appropriate.




     12. Administration of the Plan.



          (a) Administration by the Committee. 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) Assumptions Adopted by the Committee. In determining the amount of a Participant’s target
benefit described in Section 4, 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 will be binding and conclusive on Belo and on each Participant




          (c) Committee Action Conclusive. Any action taken or determination made by the Committee
will, except as otherwise provided in Section 13, 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.




          (d) Compliance with Section 409A. Notwithstanding anything to the contrary in the Plan, if
and to the extent the Committee determines that the terms of the Plan may result in the failure of
the Plan, or any benefits accrued under the Plan, to comply with the requirements of Section 409A
of the Code, the Committee will have the discretionary authority to amend, modify, suspend or
terminate the Plan even if such action would adversely affect the rights of any Participant or
beneficiary.




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     13. Claims Procedure.



          (a) Filing a Claim. 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 Benefits Department
of Belo. 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 Benefits
Department will indicate to the claimant any additional information which is required.




          (b) Decision on Claim. Each claim will be approved or disapproved by the Benefits Department
within 90 days following the receipt of the information necessary to process the claim. In the
event the Benefits Department denies a claim for benefits in whole or in part, the Benefits
Department will notify the claimant in writing of the denial of the claim. Such notice by the
Benefits 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 Benefits Department on a
claim within 90 days, the claim will be deemed to be denied for purposes of the review procedure.




          (c) Appeal. 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) No Right to Employment. 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




11









 







restrict the right of Belo or any Belo subsidiary to terminate the employment of a Participant
at any time with or without cause.




          (b) Assignment and Alienation. 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) Amendment and Termination. 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 balances as of the date of such action or to
cause a distribution of a Participant’s Plan benefit in violation of Section 409A of the Code.
Upon termination of the Plan, the Committee may distribute to each Participant the balance of his
2004 Account and may distribute the balance of his 2005 Account only to the extent that
distribution of the 2005 Account would not violate the requirements of Section 409A.




          (d) ERISA Exemption. 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, 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.




          (e) Invalid Provisions. 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) Governing Law. 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 [ • ] day of [ • ], 2007.



	 	 	 	 	 
	 	BELO CORP.


By
 
	 
	 	Name: Marian Spitzberg

Title: Senior Vice President/Human Resources
 	 
	 	 	 
	 	 	 
	 




12








 





BELO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2005




Exhibit A

Grandfathered Participants




Active Employees with Account Balance

in excess of $450,000 as of January 1, 2005



Robert W. Decherd

Robert W. Mong, Jr.

James M. Moroney III

Lee R. Salzberger

John L. Sander

Dunia A. Shive




Active Employees Age 60 or Older

as of January 1, 2005



Carl P. Leubsdorf

Jimmie B. Phillips

Stuart B. Powell

Joel P. Rawson

Glenn C. Wright




 









 





BELO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2005




Exhibit B

Additional Contribution Credits for Former MSP Participant




	 	 	 
	Robert W. Decherd
	Contribution Date	 	Contribution Amount
	January 2001

	 	$90,233.33
	January 2002
	 	$90,233.33
	January 2003
	 	$90,233.33
	January 2004
	 	$90,233.33
	January 2005
	 	$90,233.33
	January 2006
	 	$90,233.33
	January 2007
	 	$90,233.33
	January 2008
	 	$90,233.33
	January 2009
	 	$90,233.33
	January 2010
	 	$90,233.33
	January 2011
	 	$90,233.33