BELO 2004 EXECUTIVE COMPENSATION PLAN AWARD NOTIFICATION Participant: Date of Grant:

Exhibit 10.2

BELO 2004 EXECUTIVE COMPENSATION PLAN
AWARD NOTIFICATION

Participant:

Date of Grant:

Under the terms of the Belo 2004 Executive Compensation Plan (the “Plan”), you have been granted the following awards. All awards are effective on the Date of Grant set forth above and are subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference. Your long-term incentive awards are described below.

1.

Stock Options

No. of shares:		___shares of Belo Series B Common Stock
Option exercise price:		$___per share
Vesting and exercise		___shares on and after [40% one year from grant date]
dates:		___shares on and after [30% two years from grant date]
		___shares on and after [30% three years from grant date]
Expiration date:		The options will expire on, and may not be exercised after, [ten years from grant date]

Your right, if any, to exercise vested and unvested stock options upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification.

2.

Time-Based Restricted Stock Units (RSUs)*

No. of RSUs:
Vesting:		100% on the date of the annual earnings release for the year ending December 31, [three years following grant date]
Payment date:		Within 10 business days following the date of the annual earnings release for the year ending December 31, [three years following grant date]
Form of payment:		60% in shares of Belo Series A Common Stock; 40% in cash

Your right, if any, to payment with respect to your time-based RSUs upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification. Notwithstanding Appendix A, if you are an officer or key employee of Belo, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.

3.

Performance-Related RSUs*

No. of RSUs to be		Target level of performance:
earned:		Minimum level of performance:
		Below minimum level of performance: None Maximum level of performance:
Performance period:		January 1, [fiscal year following grant date] through December 31, [fiscal year following grant date]
Performance measures:		The same performance measures that are used for determining the amount of your [year of grant +1] bonus
Vesting:		Earned RSUs vest as follows:
		33.3% on the annual earnings release date for the year ending December 31, [one year following grant date]
		33.3% on the annual earnings release date for the year ending December 31, [two years following grant date]
		33.3% on the annual earnings release date for the year ending December 31, [three years following grant date]
Payment dates:		Within 10 business days after Belo’s annual earnings release for [year of grant +1], [year of grant +2] and [year of grant +3], respectively
Form of payment:		60% in shares of Belo Series A Common Stock; 40% in cash

Your right, if any, to payment with respect to your performance-related RSUs upon your termination of employment is set forth in the termination guidelines attached as Appendix A to this Award Notification. Notwithstanding Appendix A, if you are an officer or key employee of Belo, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.

* RSUs are referred to in the Plan as “Deferred Shares.”

4.

Change in Control

In the event of a Change in Control as defined in the Plan, (i) all unvested stock options will vest and become exercisable immediately and (ii) all RSUs will vest immediately, with performance-related RSUs vesting at the higher of target or actual year-to-date results if the Change in Control occurs during the performance period. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.

Belo 2004 Executive Compensation Plan Award Notification
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units

The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs). For purposes of these Guidelines, a year of service will be determined in the same manner as a year of service under the Belo Savings Plan as amended from time to time.

				Time-Based		Performance-Related
Termination Reason		Stock Options		RSUs		RSUs
		All options,
		unvested and
Voluntary resignation		vested, are		Unvested RSUs are		Unvested RSUs are
		forfeited immediately		forfeited immediately		forfeited immediately
		All options,
		unvested and
Discharge for cause 1		vested, are		Unvested RSUs are		Unvested RSUs are
		forfeited immediately		forfeited immediately		forfeited immediately
						RSUs still subject
						to performance
						goals (within one
		Vesting is				year of grant) are
Retirement 2, Death		accelerated and		RSUs fully vest and		forfeited immediately.
or Long-Term		options remain		are paid as soon as		RSUs earned after the
Disability		exercisable for		practicable		one-year performance period
		original term of				become fully vested
		the option				and are paid as
						soon as
						practicable.

Belo 2004 Executive Compensation Plan Award Notification
Appendix A
Termination Guidelines for Stock Options and Restricted Stock Units

Termination Reason:		Stock Options		Time-Based RSUs		Performance-Related
Discharge without						RSUs
cause
		Unvested options
Executive officers,		are forfeited
general managers		immediately.		Unvested RSUs are		Unvested RSUs are
and head of		Vested options		forfeited immediately		forfeited immediately
operating unit		remain exercisable
		for one year from
		date of termination.
		Unvested options
		are forfeited
		immediately.
Participants with		Vested options		Unvested RSUs are		Unvested RSUs are
10 or more years of		remain exercisable		forfeited immediately		forfeited immediately
service		for one year from
		date of termination.
		Unvested options
		are forfeited
Participants with		immediately.
more than 5 but		Vested options		Unvested RSUs are		Unvested RSUs are
less than 10 years		remain exercisable		forfeited immediately		forfeited immediately
of service		for six months from
		date of termination.
		Unvested options
		are forfeited
		immediately.
Participants with 5		Vested options		Unvested RSUs are		Unvested RSUs are
or fewer years of		remain exercisable		forfeited immediately		forfeited immediately
service		for three months
		from date of termination.