exv10w2x3y






Exhibit
10.2(3)




A. H. BELO

PENSION TRANSITION SUPPLEMENT

RESTORATION PLAN




Effective January 1, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Purpose of the Plan	 	 	1	 
	2.
	 	Definitions	 	 	1	 
	3.
	 	Eligibility	 	 	3	 
	4.
	 	Restoration Benefit	 	 	3	 
	5.
	 	Funding of Restoration Benefits	 	 	4	 
	6.
	 	Payment of Restoration Benefits	 	 	5	 
	7.
	 	Death Benefits	 	 	5	 
	8.
	 	Prohibition on Acceleration of Benefits	 	 	5	 
	9.
	 	Administration of the Plan	 	 	6	 
	10.
	 	Claims Procedure	 	 	6	 
	11.
	 	Miscellaneous	 	 	7	 






 









 






A. H. BELO

PENSION TRANSITION SUPPLEMENT

RESTORATION PLAN




Effective January 1, 2008




     1. Purpose of the Plan. The purpose of the A. H. Belo Pension Transition Supplement
Restoration Plan is to provide benefits for certain employees of A. H. Belo and its subsidiaries
that cannot be provided under the A. H. Belo Pension Transition Supplement Plan because of the
qualification requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended.



     2. Definitions. The following terms are used throughout the Plan:



          (a) Account means the account established for a Participant under Section 5(a).



          (b) Administrative Committee means the A. H. Belo Benefits Administrative Committee.



          (c) A. H. Belo means A. H. Belo Corporation, a Delaware corporation. The term A. H. 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 A. H. Belo; (ii) any partnership
of which at least 80% of the profits interest or capital interest is owned directly or indirectly
by A. H. Belo; and (iii) any other entity of which at least 80% of the total equity interest is
owned directly or indirectly by A. H. Belo.



          (d) Board of Directors or Board means the Board of Directors of A. H. Belo.



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




               (i) a change in ownership of A. H. Belo will occur on the date that any one person or
persons acting as a group acquires ownership of stock of A. H. 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 A. H. Belo;




               (ii) a change in effective control of A. H. 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 A. H. Belo possessing 30% or more of the total voting power of the stock of A.
H. 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 A. H. 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 A. H. 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 A. H.
Belo immediately prior to such acquisition.



          (f) Code means the Internal Revenue Code of 1986, as amended 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.



          (g) Compensation Committee means the Compensation Committee of the Board of Directors.



          (h) Employee means any individual who is employed by A. H. Belo or an A. H. Belo subsidiary.



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



          (j) Key Employee means a “specified employee” within the meaning of Section 409A of the Code.
In determining who is a specified employee, the safe harbor definition of compensation under
Treasury Regulation § 1.415(c)-2(d)(3) (wages for purposes of income tax withholding at the source
plus certain other amounts) will be used. A Participant who is identified by the Administrative
Committee as a Key Employee at any time during the 12-month period ending on September 30 of any
calendar year will be considered a Key Employee for purposes of Section 6(b)(ii) during the
12-month period that begins on January 1 of the immediately following calendar year, and no other
Participant will be considered a Key Employee during such 12-month period.



          (k) Participant means an Employee who has accrued a Restoration Benefit under Section 4 for
any Plan Year and who has not received a distribution of the balance credited to his Account.



          (l) Pension Transition Supplement Plan means the A. H. Belo Pension Transition Supplement
Plan, a profit sharing plan intended to qualify under Section 401(a) of the Code, as amended from
time to time.



          (m) Plan means the A. H. Belo Pension Transition Supplement Restoration Plan as set forth
herein, as amended from time to time.



          (n) Plan Year means the period with respect to which the records of the Plan are maintained,
which will be the 12-month period beginning on January 1 and ending on December 31.



          (o) Restoration Benefit means the benefit described in Section 4.



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          (p) Separation from Service means a Participant’s separation from service within the meaning
of Section 409A of the Code from A. H. Belo and all A. H. Belo subsidiaries for any reason other
than the Participant’s death. 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 A. H. Belo
or an A. H. 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.



          (q) Trust means the trust established by A. H. Belo to provide for the payment of Restoration
Benefits. The Trust is a so-called “rabbi trust” the assets of which are at all times subject to
the claims of the general creditors of A. H. Belo and the A. H. Belo subsidiaries.



     3. Eligibility. Each Employee who is eligible to participate in the Pension Transition
Supplement Plan for any Plan Year will be eligible to participate in the Plan for that Plan Year.



     4. Restoration Benefit.



          (a) Amount of Benefit. A Participant’s Restoration Benefit for any Plan Year will be an
amount equal to the difference, if any, between (i) and (ii) below, where:




               (i) is the contribution that A. H. Belo or an A. H. Belo subsidiary has designated to
be made to the Pension Transition Supplement Plan on behalf of the Participant for such Plan
Year without regard to the qualification requirements of Section 401(a) of the Code, and




               (ii) is the amount actually contributed by A. H. Belo or the A. H. Belo subsidiary to
the Pension Transition Supplement Plan on behalf of the Participant for such Plan Year.



          (b) Benefit Earned under the Belo Pension Transition Supplement Restoration Plan. In addition
to the benefit described in Section 4(a), the Committee will credit to the Account of a
Participant who transfers employment from Belo Corp, a Delaware corporation (“Belo”), or a Belo
subsidiary to employment with A. H. Belo or an A. H. Belo subsidiary on or after the Distribution
Date (as hereinafter defined) and on or before December 31, 2008, the restoration benefit earned by
such Participant under the Belo Pension Transition Supplement Restoration Plan for the plan year of such plan ending December 31,



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 2007. The term “Distribution Date” as used in the preceding sentence means the date on which Belo
effects the distribution to its shareholders of all of the common stock of A. H. Belo.



          (c) Vesting. Each Participant will be fully vested in his Restoration Benefit at all times.



     5. Funding of Restoration Benefits.



          (a) Restoration Benefit Accounts. The Committee will establish an Account for each
Participant, to which will be credited the amount of the Participant’s Restoration Benefit for each
Plan Year, together with earnings and losses on the balance of the Account as determined under
Section 5(b).



          (b) Earnings and Losses.




               (i) Unless the Compensation Committee determines otherwise, A. H. Belo and the A. H.
Belo subsidiaries participating in the Plan will contribute to the Trust the amount of each
Participant’s Restoration Benefit for each Plan Year. Such contributions will be made no
later than the date on which annual contributions to the Pension Transition Supplement Plan
are made. Participants will be permitted to direct the investment of the amounts credited
to their Accounts in the investment funds offered under the terms of the Trust from time to
time, and their Accounts will be credited at least annually with realized and unrealized
investment earnings and losses.




               (ii) In the event the Compensation Committee decides to discontinue funding Restoration
Benefits in the Trust, the balance of each Participant’s Account to the extent not so funded
will be credited with a notional rate of return as determined by the Compensation Committee
from time to time.



          (c) Unfunded Benefits. Notwithstanding any provision of the Plan to the contrary, the Plan
will be unfunded for purposes of ERISA. 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 A. H. Belo or
any A. H. Belo subsidiary or from the general assets of A. H. Belo or any A. H. Belo subsidiary
that employed the Participant; provided, however, that nothing contained in the Plan will require
A. H. Belo or any A. H. 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 A. H. Belo or an A. H. Belo subsidiary 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 A. H. Belo and the A. H. 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, A.
H. Belo and each A. H. Belo subsidiary will be relieved of all liability for such Plan benefits.
Any funds of A. H. Belo or any A. H. Belo subsidiary available to pay benefits under the Plan will
be subject to the claims of general creditors of A. H. Belo or the A. H. Belo subsidiary and may be
used for any purpose by A. H. Belo or the A. H. Belo subsidiary.



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



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among A. H. Belo and one or more A. H. Belo subsidiaries in any manner the Compensation
Committee, in its sole discretion, determines to be appropriate.



     6. Payment of Restoration Benefits.



          (a) Form of Restoration Benefits. The balance credited to the Account of each Participant
will be paid to the Participant in a single lump sum payment.



          (b) Commencement of Restoration Benefits.




               (i) The balance credited to the Account of a Participant who is not a Key Employee will
be made as soon as practicable after the date of the Participant’s Separation from Service
but in no event later than 90 days after such date.




               (ii) Except as otherwise provided in this Section 6(b)(ii), the balance credited to
the Account of a Participant who is a Key Employee will be made as soon as practicable
following the date that is six months after the date of the Participant’s Separation from
Service, but in no event later than 90 days following such six-month date. If, however, the
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 7.



          (c) Delay in Payments. 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 Administrative 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.



     7. Death Benefits. If a Participant who is entitled to receive a Restoration Benefit dies
before payment of such benefit is made, the balance of the Participant’s Account 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 Administrative 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 7 will be paid in a lump sum payment as soon as practicable after the date of the
Participant’s death but in no event later than 90 days after such date.



     8. Prohibition on Acceleration of Benefits.



          (a) In General. The time or schedule of any payment to be made under the Plan may not be
accelerated except to the 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 Administrative Committee.



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          (b) Change in Control. Notwithstanding the general prohibition on acceleration of benefits,
upon a Change in Control the Compensation 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 Account.



     9. Administration of the Plan.



          (a) Administration by the Administrative Committee. The Administrative 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 Administrative 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 A. H. 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 Administrative 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 Administrative 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 Administrative Committee determines to be appropriate.



          (b) Committee Action Conclusive. Any action taken or determination made by the Administrative
Committee will, except as otherwise provided in Section 10, be conclusive on all parties. No
member of the Administrative Committee will vote on any matter relating specifically to such
member. In the event that a majority of the members of the Administrative 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.



     10. 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 Administrative
Committee. 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 Administrative
Committee will indicate to the claimant any additional information which is required.



          (b) Decision on Claim. Each claim will be approved or disapproved by the Administrative
Committee within 90 days following the receipt of the information necessary to process the claim.
In the event the Administrative Committee denies a claim for benefits in whole or in part, the
Administrative Committee will notify the claimant in writing of the denial



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of the claim. Such notice by the Administrative Committee 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 Administrative Committee 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 Administrative Committee or a person designated by the Administrative 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 Administrative 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 Administrative 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 Administrative Committee or named fiduciary,
provided the Administrative Committee or named fiduciary finds the requested documents or materials
are pertinent to the appeal. On the basis of its review, the Administrative Committee or named
fiduciary will make an independent determination of the claimant’s eligibility for benefits under
the Plan. The decision of the Administrative Committee or named fiduciary on any claim for
benefits will be final and conclusive upon all parties thereto. In the event the Administrative
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.



     11. Miscellaneous.



          (a) No Right to Employment. Nothing in the Plan will confer upon a Participant the right to
continue in the employ of A. H. Belo or any A. H. Belo subsidiary or will limit or restrict the
right of A. H. Belo or any A. H. 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 Compensation
Committee. The Plan may also be amended or terminated by the Board of



7









 







Directors at any time. No action taken by the Compensation 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 or to cause a distribution of a
Participant’s Account balance in violation of Section 409A of the Code. Upon termination of the
Plan, the Compensation Committee may distribute to each Participant the balance of his Account only
to the extent that distribution of the Account would not violate the requirements of Section 409A.



          (d) Compliance with Section 409A. Notwithstanding anything to the contrary in the Plan, if
and to the extent the Compensation 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 Compensation 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.



          (e) 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.



          (f) 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.



          (g) 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 1 day of February, 2008.



	 	 	 	 	 
	 	A. H. BELO CORPORATION

 	 
	 	By  	/s/
Alison K. Engel	 
	 	 	Name:  	Alison K. Engel	 
	 	 	Title:  	Senior Vice President/Chief Financial Officer	 
	 




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