**Exhibit 10.2**

 

October 17,2008

 

Hearst-Argyle Television, Inc.

300 West 57th Street, 39thFloor

NewYork, New York 10019

 
|   |   | Re: Agency Agreement    |
|--------|--------|----------------------------------------|

 

 

Ladies/Gentlemen:

 

ThisAmendment No. 3 (“Amendment 3”) amends the Agency Agreement dated April 2,2008, as amended by Amendment No. 1 dated June 30, 2008 and AmendmentNo. 2 dated August 7, 2008 by and between Lifetime EntertainmentServices (“LES”) and Hearst-Argyle Television, Inc. (“Hearst”) regardingnegotiation with Comcast Cable Communications (“Comcast”) for the right toretransmit the signals of certain Hearst broadcast stations (the “Agreement”).  All capitalized terms used herein and nototherwise defined shall have the meaning set forth in the Agreement.

 

Notwithstandinganything to the contrary contained in the Agreement, LES and Hearst agree thatthe term of any Will Carry Agreement, a/k/a Amended and Restated DigitalRetransmission Consent Agreement, negotiated with Comcast pursuant to theAgreement shall expire no later than *.

 

Thefirst paragraph of Appendix C to the Agreement is hereby amended by *.

 

Notwithstanding anything to the contrary contained in theAgreement, including, but not limited to, Section *, and for the avoidanceof doubt, * shall not apply to *, in accordance with the Will Carry Agreement.

 

The sentence in Section * of the Agreement stating * isdeleted. Notwithstanding the foregoing, LES shall *.

 

For clarity, LES shall *

 

Notwithstanding anything to the contrary contained in theAgreement, if *, then *.

 

If the foregoing comports withyour understanding, please sign and return the enclosed duplicate copy of thisletter.

 
|                                                  | **  LIFETIME ENTERTAINMENT  SERVICES** |
|-------------------------------------------------------|--------------------------------------------------|
|                                                  |                                             |
|                                                  |                                             | /s/ Lori Conkling |
|                                                  | Name: Lori Conkling                              |
|                                                  | Title: EVP Distribution                          |
|                                                  |                                             |
|                                                  |                                             |
| Acknowledged and agreed to                            |                                             |
| This 17th day of October, 2008                        |                                             |
|                                                  |                                             |
| **HEARST-ARGYLE TELEVISION, INC.**                    |                                             |
|                                                  |                                             |
| /s/ Jonathan C. Mintzer                               |                                             |
| Name: Jonathan C. Mintzer                             |                                             |
| Title: Vice President, General Counsel and  Secretary |                                             |

 

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* This information has been redacted pursuantto a request for confidential treatment sub mitted to the SEC on October 31,2008. We have filed the redacted material separately with the SEC.

 

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