**A. H. BELO SAVINGS PLAN**     A. H. Belo Corporation, a Delaware corporation, adopts the A. H. Belo Savings Plan, effectiveas of February 5, 2008. The Plan is a profit sharing plan with a cash or deferred arrangementintended to qualify under Code section 401(a) and to meet the requirements of Code section 401(k),including the alternative methods of meeting the nondiscrimination requirements set forth in Codesection 401(k)(13) and Code section 401(m)(12).     Effective as of February 5, 2008, the account balances of each Participant under the BeloSavings Plan were transferred to the Plan in anticipation of the distribution on February 8, 2008,by Belo Corp. to its shareholders of all of the issued and outstanding common stock of A. H. BeloCorporation.     Words and phrases with initial capital letters used throughout the Plan are defined in Article1.
 

 
**TABLE OF CONTENTS**           **Page**        ARTICLE 1 DEFINITIONS  1 ARTICLE 2 PARTICIPATION  7 ARTICLE 3 CONTRIBUTIONS  10 ARTICLE 4 INVESTMENT OF CONTRIBUTIONS  14 ARTICLE 5 ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS  16 ARTICLE 6 VESTING  18 ARTICLE 7 DISTRIBUTIONS TO PARTICIPANTS  20 ARTICLE 8 DISTRIBUTIONS TO BENEFICIARIES  26 ARTICLE 9 PROVISIONS REGARDING THE A. H. BELO STOCK FUND AND THE      BELO STOCK FUND  27 ARTICLE 10 ADMINISTRATION OF THE PLAN AND TRUST AGREEMENT  28 ARTICLE 11 LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS TO      PARTICIPANTS' ACCOUNTS  32 ARTICLE 12 RESTRICTIONS ON DISTRIBUTIONS TO PARTICIPANTS AND      BENEFICIARIES  36 ARTICLE 13 TOP-HEAVY PROVISIONS  41 ARTICLE 14 PARTICIPATION BY CONTROLLED GROUP MEMBERS  45 ARTICLE 15 AMENDMENT OF THE PLAN  46 ARTICLE 16 TERMINATION, PARTIAL TERMINATION AND COMPLETE      DISCONTINUANCE OF CONTRIBUTIONS  47 ARTICLE 17 MISCELLANEOUS  48 
(i)

 
**ARTICLE 1****DEFINITIONS**     1.1 **Account**means the records, including subaccounts, maintained by the Committee in themanner provided in Article 5 to determine the interest of each Participant in the assets of thePlan and may refer to any or all of the Participant’s Deferral Contribution Account, MatchingContribution Account, Profit Sharing Account and Rollover Account.     1.2 **A. H. Belo Stock Fund**means the investment fund established under Section 4.1, the assetsof which consist exclusively of shares of Series A common stock, par value $.01 per share, of theCompany.     1.3 **Alternate Payee**means any spouse, former spouse, child or other dependent of a Participantwho is recognized by a domestic relations order within the meaning of Code section 414(p) as havingthe right to receive all or a portion of the Participant’s Account.     1.4 **Belo Corp.**means Belo Corp., a Delaware corporation.     1.5 **Belo Savings Plan**means the 401(k) plan sponsored by Belo Corp. on the effective date ofthe Plan.     1.6 **Belo Stock Fund**means the investment fund established under Section 4.1, the assets ofwhich consist exclusively of shares of Belo Corp.’s Series A Common Stock, par value $1.67 pershare.     1.7 **Beneficiary**means the one or more persons or entities entitled to receive distribution ofa Participant’s interest in the Plan in the event of his death as provided in Article 8.     1.8 **Board of Directors**or **Board**means the Board of Directors of the Company.     1.9 **Code**means the Internal Revenue Code of 1986, as amended from time to time.     1.10 **Committee**or **Administrative Committee**means the Committee appointed under Article 10.     1.11 **Company**means A. H. Belo Corporation, a Delaware corporation.     1.12 **Company Stock**means the Series A Common Stock, par value $.01 per share, of the Company.     1.13 **Compensation**means the base pay, overtime pay, shift differential pay, premium pay,bonuses and commissions paid to an Employee by the Participating Employers for services performedfor the Participating Employers, excluding (i) any awards (other than annual incentive compensationawards), whether paid in cash, Company Stock or any other medium, under the Belo 2004 ExecutiveCompensation Plan or any other long term incentive compensation plan; (ii) any payment made afterthe later of (A) 2 1/2 months after the Employee’s termination of
 

 
employment or (B) the end of the Plan Year that includes the Employee’s date of termination ofemployment; (iii) any payment made in connection with or after the Employee’s termination ofemployment that would not have been made if the Employee had continued in employment, such asseverance pay or any other amount that would not qualify as compensation under Section1.415(c)-2(e)(3) of the Treasury Regulations; and (iv) any other form of remuneration. Inaddition, Compensation includes any contributions made by the Participating Employers on behalf ofan Employee pursuant to a deferral election under any employee benefit plan containing a cash ordeferred arrangement under Code section 401(k) and any amounts that would have been received ascash but for an election to receive benefits under a cafeteria plan meeting the requirements ofCode section 125. The annual Compensation of an Employee taken into account for any purpose willnot exceed $230,000 for any Plan Year beginning after December 31, 2007, as adjusted forcost-of-living increases in accordance with Code section 401(a)(17). The annual Compensation of anEmployee who is covered by a collective bargaining agreement will also be subject to any applicablelimit on the amount of such Compensation that may be taken into account for purposes of the Plan.     1.14 **Controlled Group**means the Company and all other corporations, trades and businesses, theemployees of which, together with employees of the Company, are required by the first sentence ofsubsection (b), by subsection (c), by subsection (m) or by subsection (o) of Code section 414 to betreated as if they were employed by a single employer.     1.15 **Controlled Group Member**means each corporation or unincorporated trade or business thatis or was a member of the Controlled Group, but only during such period as it is or was such amember.     1.16 **Deferral Contribution**means the amount of a Participant’s Compensation that he elects tohave contributed to the Plan by the Participating Employers rather than paid to him directly incash.     1.17 **Deferral Contribution Account**means the Account established for each Participant, thebalance of which is attributable to (i) the Participant’s Deferral Contributions and earnings andlosses of the Trust Fund with respect to such contributions and (ii) the balance of theParticipant’s deferral contribution account under the Belo Savings Plan transferred to the Plan.     1.18 **Distribution**means the distribution by Belo Corp. to its shareholders of all of theoutstanding shares of Series A Common Stock and Series B Common Stock of the Company.     1.19 **Distribution Date**means the date on which Belo Corp. effects the Distribution.     1.20 **Effective Date**means February 5, 2008.     1.21 **Employee**means any individual who is: (i) employed by any Controlled Group Member iftheir relationship is, for federal income tax purposes, that of employer and employee, or (ii) “aleased employee” of a Controlled Group Member within the meaning of Code section 414(n)(2) but onlyfor purposes of the requirements of Code section 414(n)(3).
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     For purposes of this Section 1.21, a “leased employee” means any person who, pursuant to anagreement between a Controlled Group Member and any other person (“leasing organization”) hasperformed services for the Controlled Group Member on a substantially full-time basis for a periodof at least one year and such services are performed under the primary direction or control of theControlled Group Member. Contributions or benefits provided a leased employee by the leasingorganization which are attributable to services performed for a Controlled Group Member will betreated as provided by the Controlled Group Member. A leased employee will not be considered anEmployee of a Controlled Group Member, however, if (a) leased employees do not constitute more than20 percent of the Controlled Group Member’s nonhighly compensated work force (within the meaning ofCode section 414(n)(5)(C)(ii)), and (b) such leased employee is covered by a money purchase planmaintained by the leasing organization that provides (i) a nonintegrated employer contribution rateof at least 10 percent of Compensation, (ii) immediate participation and (iii) full and immediatevesting.     1.22 **ERISA**means the Employee Retirement Income Security Act of 1974, as amended from time totime.     1.23 **Hour of Service**means each hour credited in accordance with the following rules:          (a) **Credit for Services Performed**. An Employee will be credited with one Hour of Service foreach hour for which he is paid, or entitled to payment, by one or more Controlled Group Members forthe performance of duties.          (b) **Credit for Periods in Which No Services Are Performed**. An Employee will be credited withone Hour of Service for each hour for which he is paid, or entitled to payment, by one or moreControlled Group Members on account of a period of time during which no duties are performed(irrespective of whether the employment relationship has terminated); except that (i) no more than501 Hours of Service will be credited under this Section 1.23(b) to an Employee on account of anysingle continuous period during which he performs no duties (whether or not such period occurs in asingle Plan Year), (ii) an hour for which an Employee is directly or indirectly paid, or entitledto payment, on account of a period during which no duties are performed will not be credited to theEmployee if the payment is made or due under a plan maintained solely for the purpose of complyingwith applicable workers’ compensation or unemployment compensation or disability insurance laws,and (iii) Hours of Service will not be credited for a payment which solely reimburses an Employeefor medical or medically related expenses incurred by the Employee. For purposes of this Section1.23(b), an Employee will be credited with Hours of Service on the basis of his regularly scheduledworking hours per week (or per day if he is paid on a daily basis) or, in the case of an Employeewithout a regular work schedule, on the basis of 40 Hours of Service per week (or 8 Hours ofService per day if he is paid on a daily basis) for each week (or day) during the period of timeduring which no duties are performed; except that an Employee will not be credited with a greaternumber of Hours of Service for a period during which no duties are performed than the number ofhours for which he is regularly scheduled for the performance of duties during the period or, inthe case of an Employee without a regular work schedule, on the basis of 40 Hours of Service perweek (or 8 Hours of Service per day if he is paid on a daily basis).
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          (c) **Credit for Back Pay**. An Employee will be credited with one Hour of Service for each hourfor which back pay, irrespective of mitigation of damages, has been either awarded or agreed to byone or more Controlled Group Members; except that an hour will not be credited under both Section1.23(a) or Section 1.23(b), as the case may be, and this Section 1.23(c), and Hours of Servicecredited under this Section 1.23(c) with respect to periods described in Section 1.23(b) will besubject to the limitations and provisions under Section 1.23(b).          (d) **Credit for Certain Absences**. If an Employee is absent from work on or after the EffectiveDate for any period by reason of the pregnancy of the Employee, by reason of the birth of a childof the Employee, by reason of the placement of a child with the Employee, or for purposes of caringfor a child for a period beginning immediately following the birth or placement of that child, theEmployee will be credited with Hours of Service (solely for the purpose of determining whether hehas a One Year Break in Service under the Plan) equal to (i) the number of Hours of Service whichotherwise would normally have been credited to him but for his absence, or (ii) if the number ofHours of Service under clause (i) is not determinable, 8 Hours of Service per normal workday of theabsence, provided, however, that the total number of Hours of Service credited to an Employee underthis Section 1.23(d) by reason of any pregnancy, birth or placement will not exceed 501 Hours ofService. Such Hours of Service will be credited (i) only in the one-year computation period(determined under Section 1.38) in which the absence from work begins, if the Employee would beprevented from incurring a One Year Break in Service in such period solely because the period ofabsence is treated as Hours of Service pursuant to this Section 1.23(d), or (ii) in any other case,in the immediately following one-year computation period. Hours of Service will not be credited toan Employee under this Section 1.23(d) unless the Employee furnishes to the Committee such timelyinformation as the Committee may reasonably require to establish that the Employee’s absence fromwork is for a reason specified in this Section 1.23(d) and the number of days for which there wassuch an absence.          (e) **Manner of Counting Hours**. No hour will be counted more than once or be counted as morethan one Hour of Service even though the Employee may receive more than straight-time pay for it.With respect to Employees whose compensation is not determined on the basis of certain amounts foreach hour worked during a given period and for whom hours are not required to be counted andrecorded by any federal law (other than ERISA), Hours of Service will be credited on the basis of10 Hours of Service daily, 45 Hours of Service weekly, 95 Hours of Service semi-monthly, or 190Hours of Service monthly, if the Employee’s compensation is determined on a daily, weekly,semi-monthly or monthly basis, respectively, for each period in which the Employee would becredited with at least one Hour of Service under this section. Except as otherwise provided inSection 1.23(d), Hours of Service will be credited to eligibility and vesting computation periodsin accordance with the provisions of 29 C.F.R. § 2530.200b-2, which provisions are incorporated inthis Plan by reference.     1.24 **Investment Committee**means the A. H. Belo Benefits Investment Committee.     1.25 **Matching Contribution Account**means the Account established for each Participant, thebalance of which is attributable to (i) Participating Employer matching contributions made pursuantto Article 3 and earnings and losses of the Trust Fund with respect
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to such contributions and (ii) the balance of the Participant’s matching contribution accountunder the Belo Savings Plan transferred to the Plan.     1.26 **One Year Break in Service**means a period of at least 12 consecutive months in which anEmployee is absent from service. A One Year Break in Service will begin on the Employee’stermination date (as defined in Section 1.38) and will end on the day on which the Employee againperforms an Hour of Service for a Controlled Group Member.          If an Employee who is absent from work with a Controlled Group Member because of (i) theEmployee’s pregnancy, (ii) the birth of the Employee’s child, (iii) the placement of a child withthe Employee in connection with the Employee’s adoption of the child, or (iv) caring for such childimmediately following such birth or placement, will be absent for such reason beyond the firstanniversary of the first date of his absence, his period of absence, solely for purposes ofpreventing a One Year Break in Service, will commence on the second anniversary of the first day ofhis absence from work. The period of absence from work between the first and second anniversariesof the first date of his absence from work will not be taken into account in determining whetherthe Employee has completed a Year of Service. The provisions of this paragraph will not apply toan Employee unless the Employee furnishes to the Committee such timely information that theCommittee may reasonably require to establish (i) that the absence from work is for one of thereasons specified in this paragraph and (ii) the number of days for which there was such anabsence.     1.27 **Participant**means an Employee or former Employee who has met the applicable eligibilityrequirements of Article 2 and who has not yet received a distribution of the entire amount of hisvested interest in the Plan. In addition, the term “Participant” will include (i) any otherEmployee of a Participating Employer who makes a Rollover Contribution, provided, however, thatsuch Employee will not be eligible for Participating Employer matching or profit sharingcontributions until he has met the applicable eligibility requirements of Article 2; and (ii) aparticipant in the Belo Savings Plan on February 5, 2008, whose account balances were transferredto the Plan on such date.     1.28 **Participating Employer**means each Controlled Group Member set forth on Appendix A and anyother Controlled Group Member or organizational unit of the Company or a Controlled Group Memberwhich is designated as a Participating Employer under the Plan by the Board of Directors.     1.29 **Plan**means the A. H. Belo Savings Plan set forth herein, as amended from time to time.     1.30 **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. The initialPlan Year is the short Plan Year beginning on the Effective Date and ending on December 31, 2008.     1.31 **Profit Sharing Account**means the Account established for each Participant, the balance ofwhich is attributable to (i) Participating Employer profit sharing contributions made pursuant toArticle 3 and earnings and losses of the Trust Fund with respect to such contributions
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and (ii) the balance of the Participant’s profit sharing account under the Belo Savings Plantransferred to the Plan.     1.32 **Qualified Plan**means an employee benefit plan that is intended to qualify under Codesection 401(a).     1.33 **Rollover Account**means the Account established for each Participant, the balance of whichis attributable to (i) the Participant’s rollover contributions made pursuant to Article 3 andearnings and losses of the Trust Fund with respect to such contributions and (ii) the balance ofthe Participant’s rollover account under the Belo Savings Plan transferred to the Plan.     1.34 **Trust Agreement**means the agreement or agreements executed by the Company and the Trusteewhich establishes a trust fund to provide for the investment, reinvestment, administration anddistribution of contributions made under the Plan and the earnings thereon, as amended from time totime.     1.35 **Trust Fund**means the assets of the Plan held by the Trustee pursuant to the TrustAgreement.     1.36 **Trustee**means the one or more individuals or organizations who have entered into theTrust Agreement as Trustee, and any duly appointed successor.     1.37 **Valuation Date**means the date with respect to which the Trustee determines the fairmarket value of the assets comprising the Trust Fund or any portion thereof. The assets of theTrust Fund will be valued as of the close of business on each day on which the New York StockExchange is open for trading.     1.38 **Year of Service**means each period of 365 days (determined by aggregating periods ofservice that are not consecutive) beginning on the date an Employee is first credited with an Hourof Service (or is again credited with an Hour of Service following his reemployment) and ending onthe earlier of (i) the date on which the Employee quits, retires, is discharged or dies or (ii) thefirst anniversary of the date on which the Employee is absent from service with a Controlled GroupMember for any other reason, such as vacation, holiday, sickness, disability, leave of absence orlayoff (the earlier of such dates is hereafter referred to as the Employee’s “termination date”).An Employee’s period of service for purposes of determining a Year of Service will include eachperiod in which the Employee is absent from service for less than 12 months (measured from theEmployee’s termination date) and any periods during which he is in the service of the armed forcesof the United States and his reemployment rights are guaranteed by law, provided he returns toemployment with a Controlled Group Member within the time such rights are guaranteed.          In addition, an Employee’s Years of Service will include the service credited to the Employeeunder the Belo Savings Plan, provided the Employee was employed by Belo Corp. or a subsidiary ofBelo Corp. immediately prior to the Distribution Date and either (i) was employed by a ControlledGroup Member on the Distribution Date or (ii) transfers employment directly from Belo Corp. or asubsidiary of Belo Corp. to employment with a Controlled Group Member without any interveningemployment by an employer unrelated to Belo Corp. or the Company.
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**ARTICLE 2****PARTICIPATION**     2.1 **Eligibility to Participate**.          (a) **Deferral Contributions**. Each Employee will become a Participant and may authorizeDeferral Contributions to the Plan as of the first payroll period beginning on or after the laterof the Effective Date or the date on which the Employee first completes an Hour of Service, or assoon as administratively practicable thereafter, if he is then employed by a ParticipatingEmployer. An Employee who becomes a Participant will not be eligible for Participating Employermatching contributions or profit sharing contributions until he satisfies the eligibilityrequirements of Section 2.1(b).          (b) **Matching and Profit Sharing Contributions**. Each Employee will become a Participant withrespect to Participating Employer matching contributions and profit sharing contributions as of thefirst payroll period beginning on or after the later of the Effective Date or the date he hascompleted a Year of Service, or as soon as administratively practicable thereafter, if he is thenemployed by a Participating Employer.     2.2 **Exclusions from Participation**.          (a) **Ineligible Employees**. An Employee who is otherwise eligible to participate in the Planwill not become or continue as an active Participant if (i) he is covered by a collectivebargaining agreement that does not expressly provide for participation in the Plan, provided thatthe representative of the Employees with whom the collective bargaining agreement is executed hashad an opportunity to bargain concerning retirement benefits for those Employees; (ii) he isrepresented by a bargaining representative but is not covered by a collective bargaining agreement,unless the Company and the bargaining representative agree in writing that the Employee will beeligible to participate in the Plan; (iii) he is a nonresident alien who receives no earned income(within the meaning of Code section 911(d)(2)) from a Participating Employer which constitutesincome from sources within the United States (within the meaning of Code section 861(a)(3)); (iv)he is a leased employee required to be treated as an Employee under Code section 414(n) orotherwise performs services under an arrangement with an employment agency, leasing organization orany other person or entity that provides personnel to one or more Controlled Group Members; (v) heis classified by a Participating Employer as an independent contractor whose compensation forservices is reported on a form other than Form W-2 or any successor form for reporting wages paidto employees; (vi) he is employed by a Controlled Group Member or an organizational unit thereofthat has not been designated as a Participating Employer by the Board; or (vii) he is then on anapproved leave of absence without pay or in the service of the armed forces of the United States.An individual described in clause (iv) or (v) of this Section 2.2(a) who is subsequently determinedto be a common law employee of a Participating Employer will not be eligible to participate in thePlan during any period prior to the date on which such determination is actually and finally made.          (b) **Exclusion after Participation**. A Participant who becomes ineligible under Section 2.2(a)may not elect to have Deferral Contributions made or continued to the Plan
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and will not be eligible to receive an allocation of Participating Employer matching or profitsharing contributions.          (c) **Participation after Exclusion**. An Employee or Participant who is excluded from activeparticipation will be eligible to participate in the Plan on the first day he is no longerdescribed in Section 2.2(a) and is credited with one or more Hours of Service by a ParticipatingEmployer, provided that he has otherwise met the requirements of Section 2.1. This Section 2.2(c)will apply to an Employee who returns from an approved leave of absence or from military leave andwho would otherwise be treated as a new Employee under Section 2.3 only if he returns to employmentwith a Controlled Group Member immediately following the expiration of the leave of absence or, inthe case of an Employee on military leave, during the period in which reemployment rights areguaranteed by law.     2.3 **Reemployment Provisions**. If an Employee terminates employment before satisfying theeligibility requirements set forth in Section 2.1(b) with respect to Participating Employermatching contributions and profit sharing contributions and is reemployed by a Controlled GroupMember before an absence from employment of 12 months, he will become a Participant with respect tosuch matching and profit sharing contributions on the later of the date initially determined underSection 2.1(b) or the date he is credited with one or more Hours of Service by a ParticipatingEmployer after reemployment; but if he is reemployed by a Controlled Group Member after an absenceof 12 months or more, he will be treated as a new Employee and will be eligible for ParticipatingEmployer matching contributions and profit sharing contributions upon satisfying the eligibilityrequirements set forth in Section 2.1(b) after his reemployment. If an Employee terminatesemployment after satisfying the eligibility requirements set forth in Section 2.1(b) with respectto Participating Employer matching contributions and profit sharing contributions, he will become aParticipant with respect to such matching and profit sharing contributions on the date he iscredited with one or more Hours of Service by a Participating Employer.     2.4 **Veterans’ Reemployment Rights**. The provisions of this Section 2.4 will apply to anyEmployee who is reemployed by a Controlled Group Member following a period of Qualified MilitaryService.          (a) **Service Credit**. An Employee who returns to employment with a Controlled Group Memberfollowing a period of Qualified Military Service (as hereinafter defined) will not be treated ashaving incurred any One Year Breaks in Service because of his period of Qualified Military Service.In addition, each period of Qualified Military Service will, upon reemployment with a ControlledGroup Member, be deemed to be employment with such Controlled Group Member for purposes of thePlan.          (b) **Compensation**. An Employee described in Section 2.4(a) will be treated for Plan purposesas having received compensation from the Controlled Group Member during each period of QualifiedMilitary Service equal to (i) the compensation the Employee would have received during such periodof Qualified Military Service if he were not in Qualified Military Service, based on the rate ofpay the Employee would have received from the Controlled Group Member but for his absence duringthe period of Qualified Military Service or (ii) if the compensation the Employee would havereceived during his period of Qualified
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Military Service is not reasonably certain, the Employee’s average compensation from theemployer during the 12-month period immediately preceding the Qualified Military Service, or ifshorter, during the period of employment immediately preceding the Qualified Military Service.          (c) **Qualified Military Service**. For purposes of the Plan, the term “Qualified MilitaryService” means service in the uniformed services (within the meaning of the Uniformed ServicesEmployment and Reemployment Rights Act (“USERRA”), provided the Employee is entitled under USERRAto reemployment rights with a Controlled Group Member and the Employee returns to employment withthe Controlled Group Member within the period in which such reemployment rights are guaranteed.          (d) **Make-Up Contributions**. Pursuant to procedures adopted from time to time by the Committee,an Employee described in Section 2.4(a) may elect additional Deferral Contributions and willreceive an allocation of additional Participating Employer matching contributions and, ifapplicable, profit sharing contributions, for the period of his Qualified Military Service. Suchadditional Deferral Contributions and Participating Employer matching contributions may be madeduring the period that begins on the date of the Employee’s reemployment and extends for the lesserof five years or the duration of the Employee’s Qualified Military Service multiplied by three. AnEmployee’s Deferral Contributions and allocation of Participating Employer matching contributionsmade pursuant to this Section 2.4 will be subject to the limitations of the Plan and the Codeapplicable to the years of the Employee’s period of Qualified Military Service, except that theaverage deferral percentage and average contribution percentage limitations described in Codesection 401(k) and Code section 401(m), respectively, will not be recalculated for such years and,if applicable, will be determined for the Plan Years in which the make-up Deferral Contributionsand Participating Employer matching contributions are made without regard to such make-up DeferralContributions and Participating Employer matching contributions.          (e) **Loan Repayments**. An Employee may elect to suspend the repayment of a Plan loan during aperiod of Qualified Military Service as permitted under Code section 414(u)(4) or may elect tocontinue loan repayments during such period.
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**ARTICLE 3****CONTRIBUTIONS**     3.1 **Elective Deferral Contributions**.          (a) **Amount of Deferral Contributions**. A Participant may elect, in accordance with proceduresestablished by the Committee from time to time, (i) to have Deferral Contributions made to the Planby the Participating Employers for any payroll period in an amount up to 100% of the Participant’sCompensation for the payroll period or (ii) to have no Deferral Contributions made to the Plan bythe Participating Employers. Any such election will be effective as soon as administrativelypracticable. Notwithstanding the foregoing, the Committee may reduce the amount of DeferralContributions elected by a Participant in order to permit a Participating Employer to withhold fromthe Participant’s Compensation (i) all taxes and other amounts the Participating Employer isrequired to withhold under applicable law and (ii) any other amounts the Participant has elected tobe withheld from his Compensation for any purpose, including without limitation, amounts to bewithheld as contributions to Company-sponsored welfare benefit plans.          (b) **Modification and Suspension of Deferral Contributions**. A Participant may increase ordecrease the amount of his Deferral Contributions and may suspend his Deferral Contributions at anytime during the Plan Year. A Participant who suspends his Deferral Contributions may againauthorize Deferral Contributions to the Plan and such authorization will be effective as soon asadministratively practicable. If a Participant receives a distribution on account of hardshippursuant to Section 7.3, such Participant’s Deferral Contributions will automatically be suspendedfor a six-month period following the date on which such Participant receives the hardshipdistribution.          (c) **Catch-Up Deferral Contributions**. A Participant who has attained age 50 before the closeof a Plan Year will be eligible to make catch-up Deferral Contributions in accordance with, andsubject to the limitations of, Code section 414(v). Such catch-up Deferral Contributions will notbe taken into account for purposes of the provisions of the Plan implementing the requiredlimitations of Code sections 402(g) and 415.     3.2 **Automatic Deferral Contributions**.          (a) **Certain Terms Defined**. For purposes of this Section 3.2, the following terms have themeanings set forth below.          (i) **Automatic Adjustment Date**means April 1 of each Plan Year beginning after December31, 2008.          (ii) **Automatic Enrollment Date**means the enrollment date that is determined by theCommittee and communicated to the Participant, which enrollment date will be approximately60 days after the Participant’s date of hire by a Participating Employer.
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          (iii) **Non-Electing Participant**means a Participant who has not made an affirmativeelection pursuant to Section 3.1 either to have Deferral Contributions made to the Plan bythe Participating Employers or to have no Deferral Contributions made to the Plan by theParticipating Employers.          (b) **Amount of Automatic Deferral Contributions**.          (i) Each Non-Electing Participant will be deemed to have elected to have DeferralContributions made to the Plan by the Participating Employers in an amount equal to 3% ofCompensation effective as of the earliest practicable payroll period that begins after theParticipant’s Automatic Enrollment Date. The Deferral Contributions of each Non-ElectingParticipant who has been an Employee for at least six months as of an Automatic AdjustmentDate will be increased by 1% of Compensation effective as of the first payroll periodbeginning after such Automatic Adjustment Date until the Participant’s DeferralContributions to the Plan are in an amount equal to 6% of Compensation. Thereafter, nofurther adjustments to the Participant’s rate of Deferral Contributions will be made in theabsence of an affirmative election by the Participant.          (ii) If a Participant receives a distribution on account of hardship pursuant toSection 7.3, such Participant’s Deferral Contributions will automatically be suspended for asix-month period following the date on which such Participant receives the hardshipdistribution. Upon resumption of the Participant’s Deferral Contributions, the DeferralContributions will be increased as provided in Section 3.2(b)(i) as of the next AutomaticAdjustment Date.          (iii) A Participant will cease to be a Non-Electing Participant for purposes of theDeferral Contributions described in Section 3.2(b)(i) when he makes an affirmative electionpursuant to Section 3.1.          (iv) A Participant who terminates employment before completing 60 days of employmentand prior to making an affirmative election pursuant to Section 3.1 will be subject to theprovisions of this Section 3.2 upon his rehire by a Participating Employer. Any otherParticipant who terminates employment and is rehired by a Participating Employer mayparticipate in the Plan only by making a deferral election pursuant to Section 3.1.          (c) **No Refund of Automatic Deferral Contributions**. If a Participant makes an affirmativeelection pursuant to Section 3.1 at any time after his Automatic Enrollment Date or any AutomaticAdjustment Date, the terms of the affirmative election will cancel the automatic DeferralContributions for the Participant under this Section 3.2 as soon as administratively practicable.However, the Deferral Contributions made to the Plan and allocated to his Account prior to hisaffirmative election becoming effective will not be distributed to the Participant until he isentitled to a distribution under the provisions of Article 7.          (d) **Notice to Participants**. The Committee will provide to each Participant a written noticeof the Participant’s rights and obligations under this Section 3.2 and containing
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such other information as may be necessary to comply with the notice requirements of Codesection 401(k)(13).     3.3 **Limitations on Deferral Contributions**. The sum of a Participant’s Deferral Contributionsand his elective deferrals (within the meaning of Code section 402(g)(3)) under any other plans,contracts or arrangements of any Controlled Group Member will not exceed the dollar limitationcontained in Code section 402(g) (as such amount is adjusted for cost-of-living increases in themanner described in Code section 415(d)) for any taxable year of the Participant. A Participant’sDeferral Contributions will also be subject to the deferral percentage limitation set forth inSection 11.4. In the event a Participant’s Deferral Contributions and other elective deferrals(whether or not under a plan, contract or arrangement of a Controlled Group Member) for any taxableyear exceed the foregoing dollar limitation, the excess allocated by the Participant to DeferralContributions (adjusted for Trust Fund earnings and losses in the manner described in Section 11.4)may, in the discretion of the Committee, be distributed to the Participant no later than April 15following the close of such taxable year. The amount of Deferral Contributions distributed to aParticipant for a Plan Year pursuant to this Section will be reduced by any excess DeferralContributions previously distributed to him pursuant to Section 11.4 for the same Plan Year.     3.4 **Participating Employer Matching Contributions**. The provisions of this Section 3.4 willapply to only those Participants who have satisfied the eligibility requirements of Section 2.1(b).The Participating Employers will pay to the Trustee as a matching contribution for each payrollperiod an amount equal to (i) 100% of each Participant’s Deferral Contributions for the payrollperiod to the extent that such Deferral Contributions do not exceed 1% of the Participant’sCompensation for the payroll period and (ii) 70% of each Participant’s Deferral Contributions forthe payroll period to the extent that such Deferral Contributions exceed 1% of the Participant’sCompensation but do not exceed 6% of the Participant’s Compensation for the payroll period. Forpurposes of this Section 3.4, Deferral Contributions include catch-up Deferral Contributionsdescribed in Section 3.1(c).     3.5 **Profit Sharing Contributions**. The Participating Employers will pay to the Trustee as aprofit sharing contribution for each payroll period an amount equal to 2% of the Compensation forthe payroll period of each Participant who is eligible to receive a matching contribution underSection 3.4 and who is employed by a Participating Employer on the last day of the payroll period.Each Participating Employer may, in the discretion of its board of directors, make an additional,discretionary profit sharing contribution to the Plan for any payroll period or for any Plan Yearin such amount as is determined by the Participating Employer and is approved by the CompensationCommittee of the Board of Directors of the Company.     3.6 **Collectively Bargained Employees**. Notwithstanding the provisions of Section 3.4 andSection 3.5, the Participating Employers will not make a matching contribution or a profit sharingcontribution for any Employee who is covered by collective bargaining agreement unless and untilthe terms of such collective bargaining agreement, as amended or renewed from time to time, permitemployer matching and profit sharing contributions to be made. In no event will the matchingcontribution or profit sharing contribution made for such an Employee exceed the amount of matchingcontributions or profit sharing contributions permitted under such collective bargaining agreement.
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     3.7 **Time of Payment**. Deferral Contributions will be paid to the Trustee as soon aspracticable following the close of each payroll period. Participating Employer matchingcontributions will be paid to the Trustee as soon as practicable following the close of eachcalendar month during the Plan Year, and discretionary profit sharing contributions may be paid tothe Trustee on any date or dates selected by the Participating Employers, but in no event laterthan the time prescribed by law (including extensions) for filing the Participating Employer’sfederal income tax return for its tax year ending with or within the Plan Year.     3.8 **Rollover and Transfer Contributions**. Unless otherwise directed to do so by the Committee,the Trustee is authorized to accept (i) any part of the cash or other assets distributed to aParticipant from a Qualified Plan, a qualified annuity plan described in Code section 403(a), anannuity contract described in Code section 403(b), an eligible plan under Code section 457(b) whichis maintained by a state, political subdivision of a state, or any agency or instrumentality of astate or political subdivision of a state, or from an individual retirement account or annuitydescribed in Code sections 408(a) or (b) that is eligible to be rolled over and would otherwise beincludible in gross income and (ii) a direct transfer of assets to the Plan on behalf of aParticipant from the trustee or other funding agent of a Qualified Plan. Any amounts contributedto the Plan pursuant to this Section 3.8 will be allocated to the Participant’s Rollover Account;provided, however, that in the case of a direct transfer of assets from the trustee of anotherQualified Plan sponsored by a Controlled Group Member, the Committee will maintain such records asmay be necessary to determine the portions of the transferred amount which represent employerprofit sharing, matching and salary deferral contributions made by the former employer and earningsand losses attributable thereto and will allocate such amounts to the Participant’s Profit SharingAccount, Matching Contribution Account and Deferral Contribution Account, respectively.
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**ARTICLE 4****INVESTMENT OF CONTRIBUTIONS.**     4.1 **Investment Funds**.          (a) **Establishment of Investment Funds**. The investment funds established under the Plan forthe investment of Plan assets will be (i) the A. H. Belo Stock Fund, (ii) the Belo Stock Fund and(iii) such investment funds as may be established by the Trustee under the Trust Agreement at thedirection of the Investment Committee.          (b) **A. H. Belo Stock Fund**. Effective as of the Distribution Date, no further purchases ofCompany Stock may be made in the A. H. Belo Stock Fund, and no Plan fiduciary, including withoutlimitation the Investment Committee and the Administrative Committee, is authorized to permit anysuch purchases. The Company intends that the A. H. Belo Stock Fund will be a permanent fund,frozen to new investment as of the Distribution Date, notwithstanding any other applicablefiduciary standard relating to (i) the diversification of Trust Fund assets, (ii) the speculativecharacter of Trust Fund investments, (iii) the lack or inadequacy of income provided by Trust Fundassets, or (iv) the fluctuation in the fair market value of Trust Fund assets, unless theInvestment Committee determines, using an abuse of discretion standard, that there is a seriousquestion concerning the short-term viability of the Company as a going concern. Subject to theforegoing statement of the Company’s intent, the Investment Committee will evaluate the prudence ofmaintaining the A. H. Belo Stock Fund not on the basis of the risk associated with the A. H. BeloStock Fund standing alone but in light of the availability of other investment options under thePlan and the ability of Participants to construct a diversified portfolio of investments consistentwith their individual desired level of risk and return.          (c) **Belo Stock Fund**. Effective as of the Distribution Date, no further purchases of commonstock of Belo Corp. may be made in the Belo Stock Fund, and no Plan fiduciary, including withoutlimitation the Investment Committee and the Administrative Committee, is authorized to permit anysuch purchases. The Company intends that, in light of the historical relationship between theCompany and Belo Corp., the Belo Stock Fund will be a permanent fund, frozen to new investment asof the Distribution Date, notwithstanding any other applicable fiduciary standard relating to (i)the diversification of Trust Fund assets, (ii) the speculative character of Trust Fund investments,(iii) the lack or inadequacy of income provided by Trust Fund assets, or (iv) the fluctuation inthe fair market value of Trust Fund assets, unless the Investment Committee determines, using anabuse of discretion standard, that there is a serious question concerning the short-term viabilityof Belo Corp. as a going concern. Subject to the foregoing statement of the Company’s intent, theInvestment Committee will evaluate the prudence of maintaining the Belo Stock Fund not on the basisof the risk associated with the Belo Stock Fund standing alone but in light of the availability ofother investment options under the Plan and the ability of Participants to construct a diversifiedportfolio of investments consistent with their individual desired level of risk and return.     4.2 **Participant Investment Directions**. The Plan is designed to satisfy the requirements ofERISA section 404(c) and the regulations under that section. All amounts allocated to eachParticipant’s Account will be invested by the Trustee at the direction of the
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Participant or, where applicable, the Participant’s Beneficiary, in one or more of theinvestment funds described in Section 4.1. The Committee from time to time will establish rulesand procedures regarding Participant and Beneficiary investment directions, including withoutlimitation rules and procedures with respect to the manner in which such directions may befurnished, the frequency with which such directions may be changed during the Plan Year, theminimum portion of a Participant’s or Beneficiary’s Account that may be invested in any oneinvestment fund, the frequency with which transactions in any investment fund may be executed(daily, weekly or at some other interval), and the manner in which Participants and Beneficiariesmay provide for periodic automatic rebalancing of their Accounts among available investment funds.     4.3 **Default Investment Fund**. Until the Investment Committee designates a different defaultinvestment fund, the Account of a Participant who fails to provide explicit investment directionswill be invested in the Fidelity Freedom Fund® that has a target retirement date closest to theyear of the Participant’s retirement, based on the Participant’s current age and the assumptionthat the Participant will retire at age 65; provided, however, that the Fidelity Freedom Fund® forany Participant’s whose age is not known by the Committee will be the Fidelity Freedom IncomeFund®. The Administrative Committee will advise Participants and Beneficiaries that their failureto provide explicit investment directions will operate as an implicit direction to the Trustee toinvest their Accounts in such default investment option.     4.4 **Investment of Dividends on Company Stock and Belo Corp. Stock**. Dividends paid on CompanyStock and on common stock of Belo Corp. allocated to a Participant’s Account will be investedproportionately in the investment funds selected by the Participant or Beneficiary in his mostrecent investment direction to the Trustee or, in the absence of an explicit investment direction,in the default investment fund.     4.5 **Suspension of Investment Directions**. The Committee may temporarily suspend Participantinvestment directions in connection with any event or transaction in which the Committee determinessuch suspension is necessary or appropriate, including without limitation a merger of the Plan withanother plan, a transfer of assets from the Plan to another plan or from another plan to the Plan,a change in administrative services provided to the Plan or a change in the investment options tobe offered to Participants. Such temporary suspension will apply to those Participants designatedby the Committee for such periods of time as the Committee determines in its discretion. TheCommittee will give Participants affected by any suspension in investment directions such advancenotice of the suspension as the Committee determines to be reasonable under the circumstances.
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**ARTICLE 5****ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS**     5.1 **Establishment of Accounts**. The Committee will establish a Deferral Contribution Accountfor each Participant, and to the extent applicable, a Matching Contribution Account, a ProfitSharing Account and a Rollover Account. The Committee may also establish one or more subaccountsof a Participant’s Account, if the Committee determines that subaccounts are necessary or desirablein administering the Plan.     5.2 **Allocation of Contributions**.          (a) **Deferral Contributions**. Each Deferral Contribution made by a Participating Employer onbehalf of a Participant will be allocated by the Committee to the Participant’s DeferralContribution Account.          (b) **Matching Contributions**. Each Participating Employer matching contribution made withrespect to a payroll period on behalf of Participants who are eligible to receive a matchingcontribution under Section 3.4 will be allocated by the Committee to each such Participant’sMatching Contribution Account.          (c) **Profit Sharing Contributions**. Each profit sharing contribution made by a ParticipatingEmployer for a payroll period will be allocated only to the Profit Sharing Accounts of Participantswho are employed by the Participating Employer on the last day of the payroll period and areeligible to receive profit sharing contributions pursuant to Section 3.5. For purposes of thisallocation, an Employee will be a Participant in the Plan on the last day of a payroll period ifthe Employee is eligible to make Deferral Contributions as of the last day of the payroll period,without regard to whether the Participant has elected to make Deferral Contributions. The amountof a Participating Employer’s profit sharing contribution to be allocated to the Profit SharingAccount of each such eligible Participant for a payroll period will bear the same ratio to theParticipating Employer’s total profit sharing contribution for the payroll period as theParticipant’s Compensation for the payroll period bears to the total Compensation of all suchParticipants eligible to receive an allocation of the Participating Employer’s profit sharingcontribution for the payroll period.     5.3 **Limitation on Allocations**. Article 11 sets forth certain rules under Code section 415that limit the amount of contributions and forfeitures that may be allocated to a Participant’sAccount for a Plan Year.     5.4 **Allocation of Trust Fund Income and Loss**.          (a) **Accounting Records**. The Committee, through its accounting records, will clearly segregateeach Account and subaccount and will maintain a separate and distinct record of all income andlosses of the Trust Fund attributable to each Account or subaccount. Income or loss of the TrustFund will include any unrealized increase or decrease in the fair market value of the assets of theTrust Fund.
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          (b) **Method of Allocation**. The share of net income or net loss of the Trust Fund to becredited to, or deducted from, each Account will be the allocable portion of the net income or netloss of the investment fund in which such Account, or any subaccount of such Account, is investedas of each Valuation Date, as determined by the Committee in a uniform and nondiscriminatorymanner.     5.5 **Valuation of Trust Fund**. The fair market value of the total net assets comprising theTrust Fund will be determined by the Trustee as of each Valuation Date.     5.6 **No Guarantee**. The Participating Employers, the Committee and the Trustee do not guaranteethe Participants or their Beneficiaries against loss or depreciation or fluctuation of the value ofthe assets of the Trust Fund.     5.7 **Benefit Statements**. The Committee will furnish each Participant and each Beneficiary of adeceased Participant with a quarterly benefit statement. No statement will be provided to aParticipant or Beneficiary after the Participant’s entire vested and nonforfeitable interest in hisAccount has been distributed.
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**ARTICLE 6****VESTING**     6.1 **Determination of Vested Interest**.          (a) **Deferral Contributions**. Except as providedin Section 6.3, the interest of eachParticipant in his Deferral Contribution Account and his Rollover Account will be 100% vested andnonforfeitable at all times.          (b) **Matching and Profit Sharing Contributions**. The Matching Contribution Account and ProfitSharing Account of each Participant not described in Section 6.1(a) will become vested andnonforfeitable in accordance with the following schedule, subject to Section 6.3:     Percent VestedYears of Service and NonforfeitableLess than 2 02 or more 100          (c) **Accelerated Vesting**. Except as provided in Section 6.3, a Participant’s interest in hisMatching Contribution Account and his Profit Sharing Account will become 100% vested andnonforfeitable without regard to his Years of Service upon the earliest to occur of (i) hisattainment of age 55 if he is then an Employee, (ii) his death while he is an Employee, or (iii)his becoming totally and permanently disabled (as hereinafter defined) while he is an Employee. Aperson will be totally and permanently disabled for purposes of this paragraph only if he iseligible to receive disability benefits under the Social Security Act.     6.2 **Forfeiture of Nonvested Amounts**. If a Participant terminates employment and receives adistribution of his entire vested interest in the Plan, the Participant’s nonvested interest willbe forfeited immediately. If the Participant again becomes an Employee before incurring five ormore consecutive One Year Breaks in Service, the forfeited amounts will be reinstated to hisAccount, unadjusted for earnings or losses since the date of forfeiture. If the Participantbecomes an Employee after incurring five or more consecutive One Year Breaks in Service, theforfeited amounts will not be reinstated. If, however, a Participant terminates employment anddoes not receive a distribution of his entire vested interest in the Plan, the Participant’snonvested interest will be forfeited when the Participant incurs five consecutive One Year Breaksin Service.     6.3 **Unclaimed Distribution**. If the Committee cannot locate a person entitled to receive abenefit under the Plan within a reasonable period (as determined by the Committee in itsdiscretion), the amount of the benefit will be treated as a forfeiture during the Plan Year inwhich the period ends. If, before final distributions are made from the Trust Fund followingtermination of the Plan, a person who was entitled to a benefit which has been forfeited underthis Section 6.4 makes a claim to the Committee or the Trustee for his benefit, he will beentitled
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to receive, as soon as administratively feasible, a benefit in an amount equal to thevalue of the forfeited benefit on the date of forfeiture. This benefit will be reinstated fromforfeitures arising during such Plan Year or, if forfeitures are insufficient, from ParticipatingEmployer contributions made to the Plan for this purpose.     6.4 **Application of Forfeited Amounts**. The amount of a Participant’s Account which isforfeited pursuant to this Article will be applied to one of the following Plan purposes asdetermined by the Committee in its discretion: to pay the expenses of administering the Plan, toreinstate any forfeitures that must be reinstated in accordance with this Article, to reduceParticipating Employer profit sharing contributions pursuant to Section 3.5 or to reduceParticipating Employer matching contributions pursuant to Section 3.4.     6.5 **Reemployment Provisions**. If a Participant terminates employment and again becomes anEmployee, his Years of Service completed before his reemployment will be included in determininghis vested and nonforfeitable interest after he again becomes an Employee.
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**ARTICLE 7****DISTRIBUTIONS TO PARTICIPANTS**     7.1 **Basic Rules Governing Distributions**.          (a) **Timing of Distributions**. Except as set forth in Sections 7.1(c), 7.2 and 7.3,distribution of a Participant’s vested Account balance will be made as soon as practicable afterthe Valuation Date coinciding with or immediately following the Participant’s termination ofemployment, or if earlier, the date on which the Participant becomes eligible to receive benefitsunder the Social Security Act on account of total and permanent disability. If a loan isoutstanding from the Trust Fund to the Participant on the date his vested Account balances becomedistributable, the amount distributed to the Participant will be reduced by any security interestin his Account held by the Plan by reason of the loan.          (b) **Form of Distributions**. Distributions made before age 701/2 will be in the form of a singlelump sum payment. Distributions that are delayed until a Participant reaches age 701/2 will be inthe form of a single lump sum payment or as otherwise provided under the minimum requireddistribution provisions of Article 12. The cash value of the whole and fractional shares ofCompany Stock and common stock of Belo Corp. allocated to a Participant’s Account will bedistributed to the Participant in cash unless the Participant elects to receive distribution of thewhole shares allocated to his Account in the form of shares. In addition, at the election of aParticipant who makes a rollover distribution of all or any part of his Account to a FidelityInvestments® individual retirement account, distribution may also be made in fund shares ofmarketable securities (as defined in Code section 731(c)(2)). For this purpose, the term “fundshare” means a share, unit or other evidence of ownership in an investment fund established underthe Trust Agreement.          (c) **Participant’s Consent to Certain Payments**. If the amount of a Participant’s vestedAccount balance exceeds $1,000, the Committee will not distribute the Participant’s vested Accountbalance to him prior to the date distributions are required to begin under Article 12 followinghis attainment of age 701/2, unless he elects to receive a distribution at any earlier date followingtermination of employment. For purposes of the preceding sentence, the value of a Participant’svested Account balances will include that portion that is attributable to his Rollover Account. Adistribution may be made less than 30 days after the Participant has been furnished an explanationof his distribution options provided that (i) the Committee clearly informs the Participant that hehas the right to consider whether to accept a distribution and whether to consent to a particularform of distribution for at least 30 days after he has been provided the relevant information, (ii)the Participant affirmatively elects to waive the 30-day notice period and receive a distribution,and (iii) with respect to a distribution to which Code section 417 applies, the Participant ispermitted to revoke the election and make a new election at any time prior to the later of the dateof distribution or the expiration of the seven-day period after the explanation of distributionoptions is provided to the Participant.
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     7.2 **Withdrawals**.          (a) **After Age 591/2**. A Participant who has not terminated employment may request a distributionfrom his Account if he has reached age 591/2. A Participant who is a director, officer or principalstockholder of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934may exercise the foregoing withdrawal right only in accordance with rules and proceduresestablished from time to time by the Committee. All other Participants may exercise theirwithdrawal rights at any time or times during the Plan Year.          (b) **Former Journal Broadcasting Employees**. A Participant who, on December 31, 1997, was aparticipant in the Journal Broadcasting 401(k) Plan may withdraw, in accordance with rules andprocedures established from time to time by the Committee, all or any portion of his RolloverAccount attributable to his after-tax contributions and rollover contributions that weretransferred to the Plan from the Journal Broadcasting 401(k) Plan effective January 1, 1998.     7.3 **Hardship Distributions**.          (a) **General Rule**.          (i) A Participant who has not terminated employment may request a distribution from hisDeferral Contribution Account or his Rollover Account in the event of his hardship;provided, however that a Participant who was a participant in the Denton Publishing CompanyRetirement Plan on December 31, 1999, may request such a distribution only with respect tohis Deferral Contributions made after December 31, 1999, or his Rollover Account. Adistribution will be on account of hardship only if the distribution is necessary to satisfyan immediate and heavy financial need of the Participant, as defined below, and satisfiesall other requirements of this Section 7.3. Pursuant to Section 3.1(b) or Section3.2(b), whichever applies, a Participant’s Deferral Contributions will automatically besuspended for a six-month period after the date on which such Participant receives adistribution on account of hardship.          (ii) Alternate Payees are not eligible for a hardship distribution from the Plan.          (b) **Deemed Financial Need**. For purposes of this Section 7.3, a distribution is made onaccount of an immediate and heavy financial need of the Participant only if the distribution is for(i) the payment of expenses for (or necessary to obtain) medical care that would be deductibleunder Code section 213(d) (determined without regard to whether the expenses exceed 7.5% ofadjusted gross income); (ii) costs directly related to the purchase of a principal residence forthe Participant (excluding mortgage payments); (iii) the payment of tuition, related educationalfees and room and board expenses for the next 12 months of post-secondary education for theParticipant, his spouse, children or dependents (as defined in Code section 152 and, for taxableyears beginning on or after January 1, 2005, without regard to Code sections 152(b)(1), 152(b)(2)or 152(d)(1)(B)); (iv) payments necessary to prevent the eviction of the Participant from hisprincipal residence or foreclosure on the mortgage of the Participant’s principal residence; (v)the payment of burial or funeral expenses of the Participant’s deceased
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parent, spouse, children or dependents (as defined in Code section 152 and, for taxable yearsbeginning on or after January 1, 2005, without regard to Code section 152(d)(1)(B)); or (vi)expenses for the repair of damage to the Participant’s principal residence that would qualify forthe casualty deduction under Code section 165 (determined without regard to whether the lossexceeds 10% of adjusted gross income).          (c) **Reasonable Reliance Test**. A distribution will be considered necessary to satisfy animmediate and heavy financial need of the Participant only if all three of the followingrequirements are satisfied: (i) the distribution is not in excess of the amount required torelieve the immediate and heavy financial need of the Participant (taking into account the taxablenature of the distribution); (ii) the Participant represents in writing, on forms provided by theCommittee, that the need cannot be relieved in whole or in part through reimbursement orcompensation by insurance or otherwise, by reasonable liquidation of the Participant’s assets, tothe extent such liquidation would not itself cause an immediate and heavy financial need, bycessation of Deferral Contributions under the Plan, or by distributions other than hardshipdistributions or nontaxable (at the time of the loan) loans from the Plan and any other plansmaintained by any Controlled Group Member or any other entity by which the Participant is employed,or relieved in whole by borrowing from commercial sources on reasonable commercial terms; and (iii)the Committee determines that it can reasonably rely on the Participant’s written representation.     7.4 **Distribution Procedures**. Distributions pursuant to Sections 7.2 and 7.3 will be made assoon as practicable following the Committee’s approval of the Participant’s written request forwithdrawal and will be made in the form described in Section 7.1(b). Distributions pursuant toSections 7.2(a) and 7.3 will be made pro rata from each contribution source in the Participant’sAccount, provided, however, that in the case of a hardship distribution under Section 7.3, thecumulative amount distributed to a Participant from his Deferral Contribution Account will notexceed the amount of his Deferral Contributions that have not been previously withdrawn (but notthe income allocable to his Deferral Contributions). No distribution under Section 7.2 or Section7.3 will be made in an amount that is greater than the excess of the Participant’s vested interestin the Account from which the distributions are made over the aggregate amount of outstandingloans, plus accrued interest, secured by such Account. For purposes of determining the amountavailable for distribution, a Participant’s Account will be valued as of the Valuation Dateimmediately preceding the date on which the Participant requests a distribution.     7.5 **Loans to Participants**.          (a) **General Provisions**.          (i) A Participant may, subject to the provisions of this Section 7.5 and the loanprocedures adopted by the Committee from time to time, borrow from the balance of hisDeferral Contribution and Rollover Accounts, provided, however, that no loan may be madefrom a Participant’s Profit Sharing and Matching Contribution Accounts. All such loans willbe subject to the requirements of this Section 7.5 and such other rules as the Committeemay from time to time prescribe, including without limitation any rules restricting thepurposes for which loans will be approved. The
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Committee will have complete discretion as to approval of a loan hereunder and as tothe terms thereof, provided that its decisions will be made on a uniform andnondiscriminatory basis and in accordance with this Section 7.5. If the Committee approvesa loan, the Committee will direct the Trustee to make the loan and will advise theParticipant and the Trustee of the terms and conditions of the loan. Nothing in thisSection 7.5 will require the Committee to make loans available to Participants.          (ii) Alternate Payees may not borrow any amount from the Plan.          (b) **Terms and Conditions**. Loans to Participants will be made according to the following termsand conditions and such additional terms and conditions as the Committee may from time to timeestablish: (i) no loan will be for a term of longer than five years; (ii) all loans will be indefault on the first date that a required loan repayment is not made and the entire unpaid balanceof the loan will be treated as a deemed distribution to the Participant unless all past duepayments are made before the expiration of any grace period established under the loan procedures;(iii) all loans will bear a reasonable rate of interest established under the loan procedures; (iv)all loans will be made only upon receipt of adequate security (the security for a loan will be theParticipant’s interest in the separate investment fund established under Section 7.5(f) for thatloan) in an amount that does not exceed 50% of the Participant’s vested interest under the Plan);(v) except as otherwise provided by the loan procedures, payments of principal and interest will bemade through payroll deductions sufficient to provide for substantially level amortization ofprincipal and interest with payments not less frequently than quarterly, which will be irrevocablyauthorized by the Participant in writing on a form provided by the Committee at the time the loanis made; (vi) the amount of any indebtedness (including accrued and unpaid interest) under any loanwill be deducted from a Participant’s interest in the Trust Fund if and only if such indebtednessor any installment thereof is not paid when due (including amounts due by acceleration) unless theCommittee determines that there is adequate security for such loan other than the Participant’sinterest in the Trust Fund; (vii) no more than two outstanding loans will be permitted with respectto a Participant at any time; (viii) no home loans will be permitted; and (ix) all loans will beevidenced by a note containing such additional terms and conditions as the Committee willdetermine. Notwithstanding anything in the foregoing to the contrary, no amount of anyindebtedness will be deducted pursuant to clause (vi) of this Section 7.5(b) from aParticipant’s Account prior to the time that such Account are otherwise distributable.          (c) **Maximum Amount of Loans**. The amount of any loan made pursuant to this Section 7.5, whenadded to the outstanding balance of all other loans to the Participant from all qualified employerplans (as defined in Code section 72(p)(4)) of the Controlled Group, will not exceed the lesser of(i) one-half of the aggregate nonforfeitable interest in his account balance(s) under all suchplans, or (ii) $50,000 reduced by the excess, if any, of (A) the highest outstanding balance of allother loans from qualified employer plans of the Controlled Group to the Participant during the1-year period ending on the date on which such loan was made, over (B) the outstanding balance ofall loans from qualified employer plans of the Controlled Group to the Participant on the date onwhich such loan was made.
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          (d) **Minimum Loan**. The minimum loan permitted under this Section 7.5 is $1,000. If suchminimum amount exceeds the limitations of Section 7.5(c), no loan will be made.          (e) **Source of Loans**. All loans will be made from available sources in such order as theCommittee may determine from time to time.          (f) **Investment of Loan Payments**. All loans will be treated as a separate investment fund ofthe borrowing Participant. All payments with respect to a loan will be credited to the borrowingParticipant’s Account and will be invested in the investment funds under the Trust Agreement inaccordance with the Participant’s latest investment directions pursuant to Section 4.2.          (g) **Grandfathered Loans**. Loans that are transferred to the Plan from another Qualified Planwill be administered in accordance with their terms, notwithstanding the fact that the terms ofsuch loans do not satisfy the foregoing provisions of this Section 7.5.     7.6 **Reemployment of Participant**. If a Participant who terminated employment again becomes anEmployee before receiving a distribution of his Account balance, no distribution from the TrustFund will be made while he is an Employee, and amounts distributable to him on account of his priortermination will be held in the Trust Fund until he is again entitled to a distribution under thePlan.     7.7 **Valuation of Accounts**. A Participant’s distributable Account balances will be valued asof the Valuation Date immediately preceding the date the Account is to be distributed, except thatthere will be added to the value of his Account the fair market value of any amounts allocated tohis Account under Article 5 after that Valuation Date.     7.8 **Direct Rollovers**.          (a) **Rollover Election**. Notwithstanding any other provision of the Plan, a Distributee (ashereinafter defined) may elect, at any time and in the manner prescribed by the Committee, to haveany portion of an Eligible Rollover Distribution (as hereinafter defined) paid directly to anEligible Retirement Plan (as hereinafter defined) specified by the Distributee, except to theextent that the total Eligible Rollover Distributions with respect to the Distributee in any PlanYear are reasonably expected to total less than $200.          (b) **Eligible Rollover Distribution**. An Eligible Rollover Distribution is any distribution ofall or any portion of the balance to the credit of the Distributee, except that an EligibleRollover Distribution does not include (i) any distribution that is one of a series ofsubstantially equal periodic payments (not less frequently than annually) made for the life or lifeexpectancy of the Distributee or the joint lives or life expectancies of the Distributee and theDistributee’s designated beneficiary, or for a specified period of ten years or more, (ii) anydistribution to the extent such distribution is required by Code section 401(a)(9), (iii) anydistribution that qualifies as a hardship distribution under Section 7.3, and (iv) the portion ofany distribution that is not includible in gross income (determined without regard to the exclusionfor net unrealized appreciation with respect to employer securities). Notwithstanding theforegoing, a portion of a distribution will not fail to be an Eligible Rollover Distribution merelybecause the
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portion consists of after-tax employee contributions which are not includible in grossincome. However, such portion may be transferred only to an individual retirement account orannuity described in Code sections 408(a) or (b), or to a qualified defined contribution plandescribed inCode sections 401(a) or 403(a) that agrees to separately account for amounts so transferred,including separately accounting for the portion of such distribution which is includible in grossincome and the portion of such distribution which is not so includible.          (c) **Eligible Retirement Plan**. An Eligible Retirement Plan is an individual retirement accountdescribed in Code section 408(a), an individual retirement annuity described in Code section408(b), an annuity plan described in Code section 403(a), or a qualified trust described in Codesection 401(a) that is a defined contribution plan within the meaning of Code section 414(i), thataccepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement Plan includes anannuity contract described in Code section 403(b) and an eligible plan under Code section 457(b)which is maintained by a state, political subdivision of a state, or any agency or instrumentalityof a state or political subdivision of a state and which agrees to separately account for amountstransferred into such plan from the Plan. The definition of Eligible Retirement Plan also appliesin the case of a distribution to a surviving spouse, or to a spouse or former spouse who is theAlternate Payee.          (d) **Distributee**. A Distributee includes a Participant, the Participant’s Spouse, or aParticipant’s former spouse who is an Alternate Payee. A Distributee also includes a Participant’snonspouse Beneficiary who is a designated beneficiary within the meaning of Code section401(a)(9)(E), but only with respect to an Eligible Rollover Distribution paid to an EligibleRetirement Plan that is either an individual retirement account described in Code section 408(a) oran individual retirement annuity described in Code section 408(b), and such individual retirementaccount or individual retirement annuity is treated as an inherited individual retirement accountor individual retirement annuity pursuant to Code section 402(c)(11).     7.9 **Restrictions on Distributions**. Article 12 sets forth certain rules under variousprovisions of the Code relating to restrictions on distributions to Participants.
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**ARTICLE 8****DISTRIBUTIONS TO BENEFICIARIES**     8.1 **Designation of Beneficiary**. Each Participant will have the right to designate aBeneficiary or Beneficiaries to receive his vested Account balance upon his death. The designationwill be made in accordance with procedures prescribed by the Committee from time to time and willbe effective upon receipt by the Committee. A Participant will have the right to change or revokeany designation by filing a new designation or notice of revocation with the Committee, but therevised designation or revocation will be effective only upon receipt by the Committee.     8.2 **Consent of Spouse Required**. A Participant who is married may not designate a Beneficiaryother than, or in addition to, his spouse unless his spouse consents to the designation by means ofa written instrument that is signed by the spouse, contains an acknowledgment by the spouse of theeffect of the consent, and is witnessed by a member of the Committee (other than the Participant)or by a notary public. The designation will be effective only with respect to the consentingspouse, whose consent will be irrevocable. A Beneficiary designation to which a spouse hasconsented may not be changed by the Participant without spousal consent (other than to designatethe spouse as Beneficiary), unless the spouse’s consent expressly permits Beneficiary designationsby the Participant without any further consent of the spouse.     8.3 **Failure to Designate Beneficiary**. In the event a Participant has not designated aBeneficiary, or in the event no Beneficiary survives a Participant, the distribution of theParticipant’s vested Account balance upon his death will be made (i) to the Participant’s spouse,if living, (ii) if his spouse is not then living, to his then living issue by right ofrepresentation, (iii) if neither his spouse nor his issue are then living, to his then livingparents, and (iv) if none of the above are then living, to his estate.     8.4 **Distributions to Beneficiaries**. Distribution of a Participant’s vested Account balance tothe Participant’s Beneficiary will be made as soon as practicable after the earlier of theBeneficiary’s request for a distribution or the required distribution date set forth in Article12. The Participant’s vested Account balance will be distributed to the Beneficiary in a singlelump sum payment or as otherwise provided under the minimum required distribution provisions ofArticle 12. The Participant’s Account balances will be valued as of the Valuation Date coincidingwith or immediately preceding the date the Account is to be distributed to his Beneficiary, exceptthat there will be added to the value of the Participant’s Account the fair market value of anyamounts allocated to his Account under Article 5 after that Valuation Date. If a loan isoutstanding from the Trust Fund to the Participant on the date of his death, the amount distributedto his Beneficiary will be reduced by any security interest in the Participant’s Account held bythe Plan by reason of the loan.     8.5 **Restrictions on Distributions**. Article 12 sets forth certain rules under variousprovisions of the Code relating to restrictions on distributions to Beneficiaries.
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**ARTICLE 9****PROVISIONS REGARDING THE A. H. BELO STOCK FUND**