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                                                                 Exhibit 10.2(6)

                                      BELO
                        2004 EXECUTIVE COMPENSATION PLAN

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                                      BELO
                        2004 EXECUTIVE COMPENSATION PLAN

<TABLE>
<CAPTION>
SECTION                                                                                                       PAGE
<S>                                                                                                           <C>
1.   Purpose................................................................................................    1

2.   Term...................................................................................................    1

3.   Definitions............................................................................................    1

4.   Shares Available Under Plan............................................................................    5

5.   Limitations on Awards..................................................................................    6

6.   Stock Options..........................................................................................    6

7.   Appreciation Rights....................................................................................    8

8.   Restricted Shares......................................................................................    9

9.   Deferred Shares........................................................................................   10

10.  Performance Shares and Performance Units...............................................................   11

11.  Executive Compensation Plan Bonuses....................................................................   12

12.  Awards for Directors...................................................................................   13

13.  Transferability........................................................................................   14

14.  Adjustments............................................................................................   14

15.  Fractional Shares......................................................................................   14

16.  Withholding Taxes......................................................................................   15

17.  Administration of the Plan.............................................................................   15

18.  Amendments and Other Matters...........................................................................   15

19.  Governing Law..........................................................................................   16
</TABLE>

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                                      BELO
                        2004 EXECUTIVE COMPENSATION PLAN

      Belo Corp., a Delaware corporation ("Belo"), establishes the Belo 2004
Executive Compensation Plan (the "Plan"), effective as of January 1, 2004,
subject to shareholder approval.

1.    PURPOSE. The purpose of the Plan is to attract and retain the best
      available talent and encourage the highest level of performance by
      directors, executive officers and selected employees, and to provide them
      incentives to put forth maximum efforts for the success of Belo's
      business, in order to serve the best interests of Belo and its
      shareholders.

2.    TERM. The Plan will expire on the tenth anniversary of the date on which
      it is approved by the shareholders of Belo. No further Awards will be made
      under the Plan on or after such tenth anniversary.

3.    DEFINITIONS. The following terms, when used in the Plan with initial
      capital letters, will have the following meanings:

      (a)   APPRECIATION RIGHT means a right granted pursuant to Section 7.

      (b)   AWARD means the award of an Executive Compensation Plan Bonus; the
            grant of Appreciation Rights, Stock Options, Performance Shares or
            Performance Units; or the grant or sale of Deferred Shares or
            Restricted Shares.

      (c)   BOARD means the Board of Directors of Belo.

      (d)   CHANGE IN CONTROL means the first to occur of the events described
            in (i) through (iv) below, unless the Board has adopted a resolution
            prior to or promptly following the occurrence of any such event
            stipulating, conditionally, temporarily or otherwise, that any such
            event will not result in a change in control of Belo for purposes of
            the Plan:

            (i)   the commencement of, or first public announcement of the
                  intention of any entity, person or group (within the meaning
                  of Section 3(b) of, and Rule 13d-5(b) promulgated under, the
                  Securities Exchange Act of 1934, as amended, respectively) to
                  commence, a tender offer or exchange offer (other than an
                  offer by Belo or any Subsidiary) for all, or any part of, the
                  Common Stock;

            (ii)  the public announcement by Belo or by any group (as defined in
                  clause (i) above), entity or person (other than Belo, any
                  Subsidiary, or any savings, pension or other benefit plan for
                  the benefit of employees of Belo or any Subsidiary) which,
                  through a transaction or series of transactions has acquired,
                  directly or indirectly, beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Securities
                  Exchange Act of 1934, as amended) of more than 30% of the
                  total number of shares of Common

<PAGE>

                  Stock, that such group, entity or person has become such a
                  beneficial owner;

            (iii) the approval by Belo's shareholders (or, if such approval is
                  not required, the consummation) of a merger in which Belo does
                  not survive as an independent publicly owned corporation, a
                  consolidation, or a sale, exchange, or other disposition of
                  all or substantially all of Belo's assets; or

            (iv)  a change in the composition of the Board during any period of
                  two consecutive years such that individuals who at the
                  beginning of such period were members of the Board cease for
                  any reason to constitute at least a majority thereof, unless
                  the election, or the nomination for election by Belo's
                  shareholders, of each new director was approved by a vote of
                  at least two-thirds of the directors then still in office who
                  were directors at the beginning of such period.

      (e)   CODE means the Internal Revenue Code of 1986, as in effect from time
            to time.

      (f)   COMMITTEE means the Compensation Committee of the Board and, to the
            extent the administration of the Plan has been assumed by the Board
            pursuant to Section 17, the Board.

      (g)   COMMON STOCK means the Series A Common Stock, par value $1.67 per
            share, and the Series B Common Stock, par value $1.67 per share, of
            Belo or any security into which such Common Stock may be changed by
            reason of any transaction or event of the type described in Section
            14. Shares of Common Stock issued or transferred pursuant to the
            Plan will be shares of Series A Common Stock or Series B Common
            Stock, as determined by the Committee in its discretion.
            Notwithstanding the foregoing, the Committee will not authorize the
            issuance or transfer of Series B Common Stock if the Committee
            determines that such issuance or transfer would cause the Series A
            Common Stock to be excluded from trading in the principal market in
            which the Common Stock is then traded.

      (h)   DATE OF GRANT means (i) with respect to Participants, the date
            specified by the Committee on which an Award will become effective
            and (ii) with respect to Directors, the date specified in Section
            12.

      (i)   DEFERRAL PERIOD means the period of time during which Deferred
            Shares are subject to deferral limitations under Section 9.

      (j)   DEFERRED SHARES means an award pursuant to Section 9 of the right to
            receive shares of Common Stock at the end of a specified Deferral
            Period.

      (k)   DIRECTOR means a member of the Board who is not a regular full-time
            employee of Belo or any Subsidiary.

                                        2
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      (l)   EVIDENCE OF AWARD means an agreement, certificate, resolution or
            other type or form of writing or other evidence approved by the
            Committee which sets forth the terms and conditions of an Award. An
            Evidence of Award may be in any electronic medium, may be limited to
            a notation on the books and records of Belo and need not be signed
            by a representative of Belo or a Participant or Director.

      (m)   EXECUTIVE COMPENSATION PLAN BONUS means an award of annual incentive
            compensation made pursuant to and subject to the conditions set
            forth in Section 11.

      (n)   GRANT PRICE means the price per share of Common Stock at which an
            Appreciation Right not granted in tandem with a Stock Option is
            granted.

      (o)   MANAGEMENT OBJECTIVES means the measurable performance objectives,
            if any, established by the Committee for a Performance Period that
            are to be achieved with respect to an Award. Management Objectives
            may be described in terms of company-wide objectives (i.e., the
            performance of Belo and all of its Subsidiaries) or in terms of
            objectives that are related to the performance of the individual
            Participant or of the division, Subsidiary, department, region or
            function within Belo or a Subsidiary in which the Participant
            receiving the Award is employed or on which the Participant's
            efforts have the most influence. The achievement of the Management
            Objectives established by the Committee for any Performance Period
            will be determined without regard to the effect on such Management
            Objectives of any acquisition or disposition by Belo of a trade or
            business, or of substantially all of the assets of a trade or
            business, during the Performance Period and without regard to any
            change in accounting standards by the Financial Accounting Standards
            Board or any successor entity.

            The Management Objectives applicable to any Award to a Participant
            who is, or is determined by the Committee to be likely to become, a
            "covered employee" within the meaning of Section 162(m) of the Code
            (or any successor provision) will be limited to specified levels of,
            growth in, or performance relative to peer company performance in,
            one or more of the following performance measures (excluding the
            effect of extraordinary or nonrecurring items):

            (i)   earnings per share;

            (ii)  earnings before interest, taxes, depreciation and amortization
                  (EBITDA);

            (iii) net income;

            (iv)  net operating profit;

            (v)   revenue;

            (vi)  operating margins;

            (vii) share price;

                                        3
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            (viii) total shareholder return (measured as the total of the
                   appreciation of and dividends declared on the Common Stock);

            (ix)   return on invested capital;

            (x)    return on shareholder equity;

            (xi)   return on assets;

            (xii)  working capital targets;

            (xiii) reduction in fixed costs;

            (xiv)  debt reduction; and

            (xv)   industry specific measures of audience or revenue share.

            If the Committee determines that, as a result of a change in the
            business, operations, corporate structure or capital structure of
            Belo (other than an acquisition or disposition described in the
            first paragraph of this Section 3(o)), or the manner in which Belo
            conducts its business, or any other events or circumstances, the
            Management Objectives are no longer suitable, the Committee may in
            its discretion modify such Management Objectives or the related
            minimum acceptable level of achievement, in whole or in part, with
            respect to a Performance Period as the Committee deems appropriate
            and equitable, except where such action would result in the loss of
            the otherwise available exemption of the Award under Section 162(m)
            of the Code. In such case, the Committee will not make any
            modification of the Management Objectives or minimum acceptable
            level of achievement.

      (p)   MARKET VALUE PER SHARE means, at any date, the closing sale price of
            the Common Stock on that date (or, if there are no sales on that
            date, the last preceding date on which there was a sale) in the
            principal market in which the Common Stock is traded.

      (q)   OPTION PRICE means the purchase price per share payable on exercise
            of a Stock Option.

      (r)   PARTICIPANT means a person who is selected by the Committee to
            receive benefits under the Plan and who is at that time an executive
            officer or other key employee of Belo or any Subsidiary.

      (s)   PERFORMANCE SHARE means a bookkeeping entry that records the
            equivalent of one share of Common Stock awarded pursuant to Section
            10.

      (t)   PERFORMANCE PERIOD means, with respect to an Award, a period of time
            within which the Management Objectives relating to such Award are to
            be measured. The Performance Period for an Executive Compensation
            Plan Bonus will be a

                                        4
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            period of 12 months, and, unless otherwise expressly provided in the
            Plan, the Performance Period for all other Awards will be
            established by the Committee at the time of the Award.

      (u)   PERFORMANCE UNIT means a unit equivalent to $100 (or such other
            value as the Committee determines) granted pursuant to Section 10.

      (v)   RESTRICTED SHARES means shares of Common Stock granted or sold
            pursuant to Section 8 as to which neither the ownership restrictions
            nor the restrictions on transfer have expired.

      (w)   RULE 16b-3 means Rule 16b-3 under Section 16 of the Securities
            Exchange Act of 1934, as amended (or any successor rule to the same
            effect), as in effect from time to time.

      (x)   SPREAD means the excess of the Market Value per Share on the date an
            Appreciation Right is exercised over (i) the Option Price provided
            for in the Stock Option granted in tandem with the Appreciation
            Right or (ii) if there is no tandem Stock Option, the Grant Price
            provided for in the Appreciation Right, in either case multiplied by
            the number of shares of Common Stock in respect of which the
            Appreciation Right is exercised.

      (y)   STOCK OPTION means the right to purchase shares of Common Stock upon
            exercise of an option granted pursuant to Section 6.

      (z)   SUBSIDIARY means (i) any corporation of which at least 50% 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 50% of the profits interest or capital interest is owned
            directly or indirectly by Belo and (iii) any other entity of which
            at least 50% of the total equity interest is owned directly or
            indirectly by Belo.

4.    SHARES AVAILABLE UNDER PLAN. The number of shares of Common Stock that may
      be issued or transferred (i) upon the exercise of Appreciation Rights or
      Stock Options, (ii) as Restricted Shares and released from all
      restrictions, (iii) as Deferred Shares, (iv) in payment of Performance
      Shares, Performance Units or Executive Compensation Plan Bonuses will not
      exceed in the aggregate 10 million shares. Such shares may be shares of
      original issuance or treasury shares or a combination of the foregoing.
      The number of shares of Common Stock available under this Section 4 will
      be subject to adjustment as provided in Section 14 and will be further
      adjusted to include shares that (i) relate to Awards that expire or are
      forfeited or (ii) are transferred, surrendered or relinquished to or
      withheld by Belo in satisfaction of any Option Price or in satisfaction of
      any tax withholding amount. Upon payment in cash of the benefit provided
      by any Award, any shares that were covered by that Award will again be
      available for issue or transfer under the Plan.

                                        5
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5.    LIMITATIONS ON AWARDS. Awards under the Plan will be subject to the
      following limitations:

      (a)   No more than an aggregate of 5 million shares of Common Stock,
            subject to adjustment as provided in Section 4, will be issued or
            transferred as Deferred Shares and Restricted Shares (excluding the
            award of any Deferred Shares or Restricted Shares to Directors
            pursuant to Section 12).

      (b)   No more than 10 million shares of Common Stock, subject to
            adjustment only as provided in Section 14, will be issued pursuant
            to Stock Options that are intended to qualify as incentive stock
            options under Section 422 of the Code.

      (c)   The maximum aggregate number of shares of Common Stock that may be
            subject to Stock Options, Appreciation Rights, Deferred Shares,
            Performance Shares or Restricted Shares granted or sold to a
            Participant during any calendar year will not exceed 1 million
            shares, subject to adjustment only as provided in Section 14. The
            foregoing limitation will apply without regard to whether the
            applicable Award is settled in cash or in shares of Common Stock.

      (d)   The maximum aggregate cash value of payments to any Participant for
            any Performance Period pursuant to an award of Performance Units
            will not exceed $3 million.

      (e)   The payment of an Executive Compensation Plan Bonus to any
            Participant will not exceed $5 million.

6.    STOCK OPTIONS. The Committee may from time to time authorize grants to any
      Participant and, subject to Section 12, to any Director of options to
      purchase shares of Common Stock upon such terms and conditions as it may
      determine in accordance with this Section 6. Each grant of Stock Options
      may utilize any or all of the authorizations, and will be subject to all
      of the requirements, contained in the following provisions:

      (a)   Each grant will specify the number of shares of Common Stock to
            which it relates.

      (b)   Each grant will specify the Option Price, which will not be less
            than 100% of the Market Value per Share on the Date of Grant.

      (c)   Each grant will specify whether the Option Price will be payable (i)
            in cash or by check acceptable to Belo, (ii) by the actual or
            constructive transfer to Belo of shares of Common Stock owned by the
            Participant or Director for at least six months (or, with the
            consent of the Committee, for less than six months) having an
            aggregate Market Value per Share at the date of exercise equal to
            the aggregate Option Price, (iii) with the consent of the Committee,
            by authorizing Belo to withhold a number of shares of Common Stock
            otherwise issuable to the Participant or Director having an
            aggregate Market Value per Share on the date of exercise equal to
            the aggregate Option Price or (iv) by a combination of such methods
            of payment; provided, however, that the payment methods described in

                                        6
<PAGE>

            clauses (ii) and (iii) will not be available at any time that Belo
            is prohibited from purchasing or acquiring such shares of Common
            Stock.

      (d)   To the extent permitted by law, any grant may provide for deferred
            payment of the Option Price from the proceeds of sale through a bank
            or broker of some or all of the shares to which such exercise
            relates.

      (e)   Successive grants may be made to the same Participant or Director
            whether or not any Stock Options or other Awards previously granted
            to such Participant or Director remain unexercised or outstanding.

      (f)   Each grant will specify the required period or periods of continuous
            service by the Participant or Director with Belo or any Subsidiary
            that are necessary before the Stock Options or installments thereof
            will become exercisable.

      (g)   Any grant may specify the Management Objectives that must be
            achieved as a condition to the exercise of the Stock Options.

      (h)   Any grant may provide for the earlier exercise of the Stock Options
            in the event of a Change in Control or other similar transaction or
            event.

      (i)   Stock Options may be (i) options which are intended to qualify under
            particular provisions of the Code, (ii) options which are not
            intended to so qualify or (iii) combinations of the foregoing.

      (j)   On or after the Date of Grant, the Committee may provide for the
            payment to the Participant or Director of dividend equivalents
            thereon in cash or Common Stock on a current, deferred or contingent
            basis.

      (k)   No Stock Option will be exercisable more than ten years from the
            Date of Grant.

      (l)   The Committee will have the right to substitute Appreciation Rights
            for outstanding Options granted to one or more Participants or
            Directors, provided the terms and the economic benefit of the
            substituted Appreciation Rights are at least equivalent to the terms
            and economic benefit of such Options, as determined by the Committee
            in its discretion.

      (m)   Any grant may provide for the effect on the Stock Options or any
            shares of Common Stock issued, or other payment made, with respect
            to the Stock Options of any conduct of the Participant determined by
            the Committee to be injurious, detrimental or prejudicial to any
            significant interest of Belo or any Subsidiary.

      (n)   Each grant will be evidenced by an Evidence of Award, which may
            contain such terms and provisions, consistent with the Plan, as the
            Committee may approve, including without limitation provisions
            relating to the Participant's termination of employment or
            Director's termination of service by reason of retirement, death,
            disability or otherwise.

                                        7
<PAGE>

7.    APPRECIATION RIGHTS. The Committee may also from time to time authorize
      grants to any Participant and, subject to Section 12, to any Director of
      Appreciation Rights upon such terms and conditions as it may determine in
      accordance with this Section 7. Appreciation Rights may be granted in
      tandem with Stock Options or separate and apart from a grant of Stock
      Options. An Appreciation Right will be a right of the Participant or
      Director to receive from Belo upon exercise an amount which will be
      determined by the Committee at the Date of Grant and will be expressed as
      a percentage of the Spread (not exceeding 100%) at the time of exercise.
      An Appreciation Right granted in tandem with a Stock Option may be
      exercised only by surrender of the related Stock Option. Each grant of an
      Appreciation Right may utilize any or all of the authorizations, and will
      be subject to all of the requirements, contained in the following
      provisions:

      (a)   Each grant will state whether it is made in tandem with Stock
            Options and, if not made in tandem with any Stock Options, will
            specify the number of shares of Common Stock in respect of which it
            is made.

      (b)   Each grant made in tandem with Stock Options will specify the Option
            Price and each grant not made in tandem with Stock Options will
            specify the Grant Price, which in either case will not be less than
            100% of the Market Value per Share on the Date of Grant.

      (c)   Any grant may provide that the amount payable on exercise of an
            Appreciation Right may be paid (i) in cash, (ii) in shares of Common
            Stock having an aggregate Market Value per Share equal to the Spread
            or (iii) in a combination thereof, as determined by the Committee in
            its discretion.

      (d)   Any grant may specify that the amount payable to the Participant or
            Director on exercise of an Appreciation Right may not exceed a
            maximum amount specified by the Committee at the Date of Grant
            (valuing shares of Common Stock for this purpose at their Market
            Value per Share at the date of exercise).

      (e)   Successive grants may be made to the same Participant or Director
            whether or not any Appreciation Rights or other Awards previously
            granted to such Participant or Director remain unexercised or
            outstanding.

      (f)   Each grant will specify the required period or periods of continuous
            service by the Participant or Director with Belo or any Subsidiary
            that are necessary before the Appreciation Rights or installments
            thereof will become exercisable, and will provide that no
            Appreciation Rights may be exercised except at a time when the
            Spread is positive and, with respect to any grant made in tandem
            with Stock Options, when the related Stock Options are also
            exercisable.

      (g)   Any grant may specify the Management Objectives that must be
            achieved as a condition to the exercise of the Appreciation Rights.

      (h)   Any grant may provide for the earlier exercise of the Appreciation
            Rights in the event of a Change in Control or other similar
            transaction or event.

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      (i)   On or after the Date of Grant, the Committee may provide for the
            payment to the Participant or Director of dividend equivalents
            thereon in cash or Common Stock on a current, deferred or contingent
            basis.

      (j)   No Appreciation Right will be exercisable more than ten years from
            the Date of Grant.

      (k)   Any grant may provide for the effect on the Appreciation Rights or
            any shares of Common Stock issued, or other payment made, with
            respect to the Appreciation Rights of any conduct of the Participant
            determined by the Committee to be injurious, detrimental or
            prejudicial to any significant interest of Belo or any Subsidiary.

      (l)   Each grant will be evidenced by an Evidence of Award, which may
            contain such terms and provisions, consistent with the Plan, as the
            Committee may approve, including without limitation provisions
            relating to the Participant's termination of employment or
            Director's termination of service by reason of retirement, death,
            disability or otherwise.

8.    RESTRICTED SHARES. The Committee may also from time to time authorize
      grants or sales to any Participant and, subject to Section 12, to any
      Director of Restricted Shares upon such terms and conditions as it may
      determine in accordance with this Section 8. Each grant or sale will
      constitute an immediate transfer of the ownership of shares of Common
      Stock to the Participant or Director in consideration of the performance
      of services, entitling such Participant or Director to voting and other
      ownership rights, but subject to the restrictions set forth in this
      Section 8. Each such grant or sale may utilize any or all of the
      authorizations, and will be subject to all of the requirements, contained
      in the following provisions:

      (a)   Each grant or sale may be made without additional consideration or
            in consideration of a payment by the Participant or Director that is
            less than the Market Value per Share at the Date of Grant, except as
            may otherwise be required by the Delaware General Corporation Law.

      (b)   Each grant or sale may limit the Participant's or Director's
            dividend rights during the period in which the shares of Restricted
            Shares are subject to any such restrictions.

      (c)   Each grant or sale will provide that the Restricted Shares will be
            subject, for a period to be determined by the Committee at the Date
            of Grant, to one or more restrictions, including without limitation
            a restriction that constitutes a "substantial risk of forfeiture"
            within the meaning of Section 83 of the Code and the regulations of
            the Internal Revenue Service under such section.

      (d)   Any grant or sale may specify the Management Objectives that, if
            achieved, will result in the termination or early termination of the
            restrictions applicable to the shares.

                                        9
<PAGE>

      (e)   Any grant or sale may provide for the early termination of any such
            restrictions in the event of a Change in Control or other similar
            transaction or event.

      (f)   Each grant or sale will provide that during the period for which
            such restriction or restrictions are to continue, the
            transferability of the Restricted Shares will be prohibited or
            restricted in a manner and to the extent prescribed by the Committee
            at the Date of Grant (which restrictions may include without
            limitation rights of repurchase or first refusal in favor of Belo or
            provisions subjecting the Restricted Shares to continuing
            restrictions in the hands of any transferee).

      (g)   Any grant or sale may provide for the effect on the Restricted
            Shares or any shares of Common Stock issued free of restrictions, or
            other payment made, with respect to the Restricted Shares of any
            conduct of the Participant determined by the Committee to be
            injurious, detrimental or prejudicial to any significant interest of
            Belo or any Subsidiary.

      (h)   Each grant or sale will be evidenced by an Evidence of Award, which
            may contain such terms and provisions, consistent with the Plan, as
            the Committee may approve, including without limitation provisions
            relating to the Participant's termination of employment or
            Director's termination of service by reason of retirement, death,
            disability or otherwise.

9.    DEFERRED SHARES. The Committee may also from time to time authorize grants
      or sales to any Participant and, subject to Section 12, to any Director of
      Deferred Shares upon such terms and conditions as it may determine in
      accordance with this Section 9. Each grant or sale will constitute the
      agreement by Belo to issue or transfer shares of Common Stock to the
      Participant or Director in the future in consideration of the performance
      of services, subject to the fulfillment during the Deferral Period of such
      conditions as the Committee may specify. Each such grant or sale may
      utilize any or all of the authorizations, and will be subject to all of
      the requirements, contained in the following provisions:

      (a)   Each grant or sale may be made without additional consideration from
            the Participant or Director or in consideration of a payment by the
            Participant or Director that is less than the Market Value per Share
            on the Date of Grant, except as may otherwise be required by the
            Delaware General Corporation Law.

      (b)   Each grant or sale will provide that the Deferred Shares will be
            subject to a Deferral Period, which will be fixed by the Committee
            on the Date of Grant, and any grant or sale may provide for the
            earlier termination of such period in the event of a Change in
            Control or other similar transaction or event.

      (c)   During the Deferral Period, the Participant or Director will not
            have any right to transfer any rights under the Deferred Shares,
            will not have any rights of ownership in the Deferred Shares and
            will not have any right to vote the Deferred Shares, but the
            Committee may on or after the Date of Grant authorize the

                                       10
<PAGE>

            payment of dividend equivalents on such shares in cash or Common
            Stock on a current, deferred or contingent basis.

      (d)   Any grant or sale may provide for the effect on the Deferred Shares
            or any shares of Common Stock issued free of restrictions, or other
            payment made, with respect to the Deferred Shares of any conduct of
            the Participant determined by the Committee to be injurious,
            detrimental or prejudicial to any significant interest of Belo or
            any Subsidiary.

      (e)   Each grant or sale will be evidenced by an Evidence of Award, which
            will contain such terms and provisions as the Committee may
            determine consistent with the Plan, including without limitation
            provisions relating to the Participant's termination of employment
            or Director's termination of service by reason of retirement, death,
            disability or otherwise.

10.   PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee may also from time
      to time authorize grants to any Participant and, subject to Section 12, to
      any Director of Performance Shares and Performance Units, which will
      become payable upon achievement of specified Management Objectives, upon
      such terms and conditions as it may determine in accordance with this
      Section 10. Each such grant may utilize any or all of the authorizations,
      and will be subject to all of the requirements, contained in the following
      provisions:

      (a)   Each grant will specify the number of Performance Shares or
            Performance Units to which it relates.

      (b)   The Performance Period with respect to each Performance Share and
            Performance Unit will be determined by the Committee at the time of
            grant.

      (c)   Each grant will specify the Management Objectives that, if achieved,
            will result in the payment of the Performance Shares or Performance
            Units.

      (d)   Each grant will specify the time and manner of payment of
            Performance Shares or Performance Units which have become payable,
            which payment may be made in (i) cash, (ii) shares of Common Stock
            having an aggregate Market Value per Share equal to the aggregate
            value of the Performance Shares or Performance Units which have
            become payable or (iii) any combination thereof, as determined by
            the Committee in its discretion at the time of payment.

      (e)   Any grant of Performance Shares may specify that the amount payable
            with respect thereto may not exceed a maximum specified by the
            Committee on the Date of Grant. Any grant of Performance Units may
            specify that the amount payable, or the number of shares of Common
            Stock issued, with respect to the Performance Units may not exceed
            maximums specified by the Committee on the Date of Grant.

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      (f)   On or after the Date of Grant, the Committee may provide for the
            payment to the Participant or Director of dividend equivalents on
            Performance Shares in cash or Common Stock on a current, deferred or
            contingent basis.

      (g)   Any grant may provide for the effect on the Performance Shares or
            Performance Units or any shares of Common Stock issued, or other
            payment made, with respect to the Performance Shares or Performance
            Units of any conduct of the Participant determined by the Committee
            to be injurious, detrimental or prejudicial to any significant
            interest of Belo or any Subsidiary.

      (h)   Each grant will be evidenced by an Evidence of Award, which will
            contain such terms and provisions as the Committee may determine
            consistent with the Plan, including without limitation provisions
            relating to the payment of the Performance Shares or Performance
            Units in the event of a Change in Control or other similar
            transaction or event and provisions relating to the Participant's
            termination of employment or Director's termination of service by
            reason of retirement, death, disability or otherwise.

11.   EXECUTIVE COMPENSATION PLAN BONUSES. The Committee may from time to time
      authorize payment of annual incentive compensation in the form of an
      Executive Compensation Plan Bonus to a Participant, which will become
      payable upon achievement of specified Management Objectives. Executive
      Compensation Plan Bonuses will be payable upon such terms and conditions
      as the Committee may determine in accordance with the following
      provisions:

      (a)   The Committee will specify the Management Objectives that, if
            achieved, will result in the payment of the Executive Compensation
            Plan Bonus.

      (b)   The Committee will specify the time and manner of payment of an
            Executive Compensation Plan Bonus which becomes payable, which
            payment may be made in (i) cash, (ii) shares of Common Stock having
            an aggregate Market Value per Share equal to the aggregate value of
            the Executive Compensation Plan Bonus which has become payable or
            (iii) any combination thereof, as determined by the Committee in its
            discretion at the time of payment.

      (c)   If a Change in Control occurs during a Performance Period, the
            Executive Compensation Plan Bonus payable to each Participant for
            the Performance Period will be determined at the target level of
            achievement of the Management Objectives, without regard to actual
            performance, or, if greater, at the actual level of achievement at
            the time of the Change in Control, in both instances without
            proration for less than a full Performance Period. The Executive
            Compensation Bonus will be paid at such time following the Change in
            Control as the Committee determines in its discretion, but in no
            event later than 30 days after the date of an event described in
            Section 3(d)(iii) which results in a Change in Control.

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      (d)   Each grant may be evidenced by an Evidence of Award, which will
            contain such terms and provisions as the Committee may determine
            consistent with the Plan, including without limitation provisions
            relating to the Participant's termination of employment by reason of
            retirement, death, disability or otherwise.

12.   AWARDS FOR DIRECTORS.

      (a)   On the date of each annual meeting of Belo shareholders, each
            Director will be granted (i) 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 and (ii) an Award that has
            a fair market value on the Date of Grant equal to all or any portion
            of the Director's remaining annual compensation from Belo that the
            Director elects in writing prior to the date of the annual meeting.
            The form of the Award 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 Stock
            Options. 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 or, if later, the date of the last adjournment thereof.

      (b)   An Award granted to a Director pursuant to this Section 12 will
            constitute payment of all or 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) and (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, subject to the
            Director's election to receive up to 100% of his or her prorated
            annual compensation in the form of an Award valued on such date. 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)   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 the Black-Scholes Option Pricing Model; a
                  generally accepted binomial pricing model that takes into
                  account as of the Date of Grant (A) the Option Price or Grant
                  Price, as applicable, (B) the expected term of the Stock
                  Option or Appreciation Right, (C) the Market Value per Share
                  of the Common Stock on the Date of Grant, (D) the volatility
                  of the Common Stock, (E) the expected dividends on the Common
                  Stock and (F) the risk-free interest

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                  rate for the expected term of the Stock Option or Appreciation
                  Right; or any other pricing model used by Belo to value Stock
                  Options for financial reporting purposes;

            (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.

13.   TRANSFERABILITY. Unless the Committee determines otherwise on or after the
      Date of Grant, (i) no Award will be transferable by a Participant or
      Director other than by will or the laws of descent and distribution, and
      (ii) no Stock Option or Appreciation Right granted to a Participant or
      Director will be exercisable during the Participant's or Director's
      lifetime by any person other than the Participant or Director, or such
      person's guardian or legal representative.

14.   ADJUSTMENTS. The Committee may make or provide for such adjustments in (i)
      the maximum number of shares of Common Stock specified in Sections 4 and
      5, (ii) the number of shares of Common Stock covered by outstanding Stock
      Options, Appreciation Rights, Deferred Shares and Performance Shares
      granted under the Plan, (iii) the Option Price or Grant Price applicable
      to any Stock Options and Appreciation Rights, and (iv) the kind of shares
      covered by any such Awards (including shares of another issuer), as the
      Committee in its discretion, exercised in good faith, may determine is
      equitably required to prevent dilution or enlargement of the rights of
      Participants and Directors that otherwise would result from (x) any stock
      dividend, stock split, combination of shares, recapitalization or other
      change in the capital structure of Belo, or (y) any merger, consolidation,
      spin-off, split-off, spin-out, split-up, reorganization, partial or
      complete liquidation or other distribution of assets, issuance of rights
      or warrants to purchase securities, or (z) any other corporate transaction
      or event having an effect similar to any of the foregoing. In the event of
      any such transaction or event, the Committee, in its discretion, may
      provide in substitution for any or all outstanding Awards such alternative
      consideration as it, in good faith, may determine to be equitable in the
      circumstances and may require in connection with such substitution the
      surrender of all Awards so replaced. Moreover, the Committee may on or
      after the Date of Grant provide in the Evidence of Award under the Plan
      that the holder of the Award may elect to receive an equivalent award in
      respect of securities of the surviving entity of any merger, consolidation
      or other transaction or event having a similar effect, or the Committee
      may provide that the holder will automatically be entitled to receive such
      an equivalent award.

15.   FRACTIONAL SHARES. Belo will not be required to issue any fractional share
      of Common Stock pursuant to the Plan. The Committee may provide for the
      elimination of fractions or for the settlement of fractions in cash.

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16.   WITHHOLDING TAXES. To the extent that Belo is required to withhold
      federal, state, local or foreign taxes in connection with any payment made
      or benefit realized by a Participant or other person under the Plan, and
      the amounts available to Belo for such withholding are insufficient, it
      will be a condition to the receipt of such payment or the realization of
      such benefit that the Participant or such other person make arrangements
      satisfactory to Belo for payment of the balance of such taxes required to
      be withheld. In addition, if permitted by the Committee, the Participant
      or such other person may elect to have any withholding obligation of Belo
      satisfied with shares of Common Stock that would otherwise be transferred
      to the Participant or such other person in payment of the Participant's
      Award. However, without the consent of the Committee, shares of Common
      Stock will not be withheld in excess of the minimum number of shares
      required to satisfy Belo's withholding obligation.

17.   ADMINISTRATION OF THE PLAN.

      (a)   Unless the administration of the Plan has been expressly assumed by
            the Board pursuant to a resolution of the Board, the Plan will be
            administered by the Committee, which at all times will consist of
            two or more Directors appointed by the Board, all of whom (i) will
            meet all applicable independence requirements of the New York Stock
            Exchange or the principal national securities exchange on which the
            Common Stock is traded and (ii) will qualify as "non-employee
            directors" as defined in Rule 16b-3 and as "outside directors" as
            defined in regulations adopted under Section 162(m) of the Code, as
            such terms may be amended from time to time. A majority of the
            Committee will constitute a quorum, and the action of the members of
            the Committee present at any meeting at which a quorum is present,
            or acts unanimously approved in writing, will be the acts of the
            Committee.

      (b)   The Committee has the full authority and discretion to administer
            the Plan and to take any action that is necessary or advisable in
            connection with the administration of the Plan, including without
            limitation the authority and discretion to interpret and construe
            any provision of the Plan or of any agreement, notification or
            document evidencing an Award. The interpretation and construction by
            the Committee of any such provision and any determination by the
            Committee pursuant to any provision of the Plan or of any such
            agreement, notification or document will be final and conclusive. No
            member of the Committee will be liable for any such action or
            determination made in good faith.

18.   AMENDMENTS AND OTHER MATTERS.

      (a)   The Plan may be amended from time to time by the Committee or the
            Board but may not be amended without further approval by the
            shareholders of Belo if such amendment would result in the Plan no
            longer satisfying any applicable requirements of the New York Stock
            Exchange (or the principal national securities exchange on which the
            Common Stock is traded), Rule 16b-3 or Section 162(m) of the Code.

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      (b)   Neither the Committee nor the Board will authorize the amendment of
            any outstanding Stock Option to reduce the Option Price without the
            further approval of the shareholders of Belo. Furthermore, no Stock
            Option will be cancelled and replaced with Stock Options having a
            lower Option Price without further approval of the shareholders of
            Belo. This Section 18(b) is intended to prohibit the repricing of
            "underwater" Stock Options and will not be construed to prohibit the
            adjustments provided for in Section 14.

      (c)   The Committee may also permit Participants and Directors to elect to
            defer the issuance of Common Stock or the settlement of Awards in
            cash under the Plan pursuant to such rules, procedures or programs
            as it may establish for purposes of the Plan. The Committee also may
            provide that deferred issuances and settlements include the payment
            or crediting of dividend equivalents or interest on the deferral
            amounts.

      (d)   The Plan may be terminated at any time by action of the Board. The
            termination of the Plan will not adversely affect the terms of any
            outstanding Award.

      (e)   The Plan does not confer upon any Participant any right with respect
            to continuance of employment or other service with Belo or any
            Subsidiary, nor will it interfere in any way with any right Belo or
            any Subsidiary would otherwise have to terminate such Participant's
            employment or other service at any time.

      (f)   If the Committee determines, with the advice of legal counsel, that
            any provision of the Plan would prevent the payment of any Award
            intended to qualify as performance-based compensation within the
            meaning of Section 162(m) of the Code from so qualifying, such Plan
            provision will be invalid and cease to have any effect without
            affecting the validity or effectiveness of any other provision of
            the Plan.

19.   GOVERNING LAW. The Plan, all Awards and all actions taken under the Plan
      and the Awards will be governed in all respects 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.

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