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Exhibit 10.2(8)(g)


FOURTH AMENDMENT TO

BELO

2004 EXECUTIVE COMPENSATION PLAN




     Belo Corp., pursuant to authorization of the Compensation Committee of the Board of Directors,
adopts the following amendment to the Belo 2004 Executive Compensation Plan (the “Plan”).




	 	1.	 	Section 12 of the Plan is amended in its entirety to read as follows:






	 	12.	 	Awards for Directors.






                    (a) On the date of each annual meeting of Belo shareholders, each Director will be
granted an Award that has a fair market value (as hereinafter determined) on the Date of
Grant equal to 50% of the Director’s annual compensation from Belo. The form of the Award
and the vesting conditions and payment provisions applicable thereto will be determined by
the Committee in its discretion; provided, however, that unless the Committee determines
otherwise, Awards made to Directors will be in the form of Deferred Shares. To the extent
permitted by Section 409A of the Code, the Committee may permit a Director to elect the date
or dates on which such Award will be paid. Any such election will be irrevocable when made
and, to the extent that the Director’s election will result in a deferral of compensation
subject to Section 409A of the Code, must be made by the Director in writing no later than
the last day of the calendar year immediately preceding the calendar year in which the date
of the annual shareholders meeting occurs.




        (b) For purposes of this Section 12, the date of an annual meeting of shareholders of
Belo is the date on which the meeting is convened. Any portion of a Director’s compensation
from Belo that is not paid to the Director in the form of an Award will be paid in cash on
the date of the annual meeting of shareholders or the date of the Director’s election to the
Board, as applicable.




        (c) An Award granted to a Director pursuant to this Section 12 will constitute payment
of a portion of the Director’s annual compensation for services to be performed by the
Director for the 12-month period beginning on the date of the annual meeting of shareholders
on which the Award is granted. If, however, a Director is elected to the Board as of a date
other than the date of an annual meeting of Belo shareholders, (i) the Director’s annual
compensation will be prorated based on the number of days remaining in the year in which the
Director is elected to the Board (for this purpose the year will begin on the date of the
annual meeting of shareholders immediately preceding the date of the Director’s election to
the Board), (ii) 50% of the Director’s prorated annual compensation will be paid in the form
of an Award valued on the date of the Director’s election to the Board and (iii) any
election by the Director of the payment date or dates of an Award will be irrevocable when
made and, to the extent that the Director’s election will result in a deferral of
compensation subject to Section 409A of the Code, must be made no later than 30 days after
the date of the Director’s election to the Board and will



 









 







apply only to compensation paid for services to be performed by the Director after the
date of his written election.


     (d) For purposes of this Section 12:




         (i) the fair market value of a Stock Option or an Appreciation Right awarded to
a Director will be determined by the Committee using (A) the Black-Scholes Option
Pricing Model; (B) a generally accepted binomial pricing model that takes into
account as of the Date of Grant (1) the Option Price or Grant Price, as applicable,
(2) the expected term of the Stock Option or Appreciation Right, (3) the Market
Value per Share of the Common Stock on the Date of Grant, (4) the volatility of the
Common Stock, (5) the expected dividends on the Common Stock and (6) the risk-free
interest rate for the expected term of the Stock Option or Appreciation Right; (C)
any other pricing model used by Belo to value Stock Options for financial reporting
purposes; or (D) any other pricing model approved by the Committee, if used such
model would not result in the granting of a greater number of Stock Options or
Appreciation Rights than would be granted under the Black-Scholes Stock Option
Pricing Model;




         (ii) the fair market value of a Deferred Share, a Restricted Share or a
Performance Share awarded to a Director will be equal to the Market Value per Share
of the Common Stock on the Date of Grant without regard to any restrictions,
limitations or conditions with respect to such Award; and




         (iii) the fair market value of a Performance Unit awarded to a Director will be
its stated value.




	 	2.	 	Section 18 of the Plan is amended by adding a new Section 18(g) thereto to read as follows:






     (g) Except as otherwise provided in an Evidence of Award, “disability” means that a
Participant or Director is considered disabled within the meaning of Section 409A of the
Code and applicable guidance thereunder.




	 	3.	 	The foregoing amendments will be effective as of January 1, 2009.





     Executed at Dallas, Texas, this 26 day of September, 2008.



	 	 	 	 	 
	                          BELO CORP.
 	 
	By      	  /s/ Marian Spitzberg
 	 
	 	Marian Spitzberg 	 
	 	Senior Vice President/Human Resources 	 
	 




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