BETWEEN

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EXHIBIT 10.3(1)(b)

RESTATED MASTER TRUST AGREEMENT

BETWEEN

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A. H. BELO CORPORATION

AND

FIDELITY MANAGEMENT TRUST COMPANY

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A. H. BELO CORPORATION DEFINED

CONTRIBUTION TRUST

RESTATED AND DATED AS OF MARCH 13, 1998

TABLE OF CONTENTS
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SECTION PAGE
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1 TRUST...................................................................................2

2 EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS................................2

3 DISBURSEMENTS...........................................................................3
(a) Directions from Administrator
(b) Limitations

4 INVESTMENT OF TRUST......................................................................4
(a) Selection of Investment Options
(b) Available Investment Options
(c) Participant Direction
(d) Mutual Funds
(e) Sponsor Stock
(f) Participant Loans
(g) Guaranteed Investment Contracts
(h) Reliance of Trustee on Directions
(i) Trustee Powers

5 RECORDKEEPING AND ADMINISTRATIVE SERVICES TO BE PERFORMED...............................9
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information

6 COMPENSATION AND EXPENSES...............................................................10

7 DIRECTIONS AND INDEMNIFICATION..........................................................10
(a) Identity of Administrator and Named Fiduciary
(b) Directions from Administrator
(c) Directions from Named Fiduciary
(d) Co-Fiduciary Liability
(e) Indemnification
(f) Survival

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TABLE OF CONTENTS
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(CONTINUED)

SECTION PAGE
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8 RESIGNATION OR REMOVAL OF TRUSTEE.......................................................11
(a) Resignation
(b) Removal

9 SUCCESSOR TRUSTEE.......................................................................12
(a) Appointment
(b) Acceptance
(c) Corporate Action

10 TERMINATION.............................................................................12

11 RESIGNATION, REMOVAL, AND TERMINATION NOTICES...........................................12

12 DURATION................................................................................13

13 AMENDMENT OR MODIFICATION...............................................................13

14 GENERAL.................................................................................13
(a) Performance by Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings
(g) Delegation by Employer

15 GOVERNING LAW...........................................................................14
(a) Massachusetts Law Controls
(b) Trust Agreement Controls

SCHEDULES

A. Administrative Services
B. Fee Schedule
C. Investment Options
D. Administrator's Authorization Letter
E. Named Fiduciary's Authorization Letter
F. IRS Determination Letter or Opinion of Counsel
G. Existing GICs
H. Stock Operating Procedures Agreement
I. Operational Guidelines for Non-Fidelity Mutual Funds
J. Operating Procedures for the Managed Income Fund
K. Telephone Exchange Guidelines

TRUST AGREEMENT, restated and dated as of the thirteenth day of March,
1998, between A. H. BELO CORPORATION, a Delaware corporation, having an office
at Communications Center, Houston and Young Streets, Dallas, Texas 75265 (the
"Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust
company, having an office at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Trustee").

WITNESSETH:

WHEREAS, the Sponsor or a wholly owned subsidiary of the Sponsor is
the sponsor of the A.H. Belo Corporation Employee Savings and Investment Plan,
the Journal Broadcasting 401(k) Plan, the Journal-Guild 401(k) Plan, the
Journal Qualified Compensation Deferral Plan, the Xxxxxx/Colony, Inc.
Retirement Plan and the Colony Communications, Inc. Retirement Plan
(collectively and individually, the "Plan"); and

WHEREAS, the Sponsor wishes to establish three trusts: one, for which
State Street Bank and Trust Company serves as trustee, to hold assets
attributable to Sponsor loans extended to fund participant payouts due under a
Confederated Life guaranteed investment contract previously held by the Journal
Qualified Compensation Deferral Plan; a second, for which U.S. Trust serves as
trustee, to hold its Sponsor Stock assets of the Plan; and the third, for which
the Trustee serves as trustee, a trust to hold and invest the remaining plan
assets under the Plan for the exclusive benefit of participants in the Plan and
their beneficiaries; and

WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in
accordance with Section 7(c), to liquidate all participant balances held in the
Fidelity Overseas Fund on March 31, 1998 and to invest the proceeds in the
Xxxxxxxxx Foreign Fund I. The parties hereto agree that the Trustee shall have
no discretionary authority with respect to this sale and transfer directed by
the Sponsor. Any variation from the procedure described herein may be
instituted only at the express written directions of the Sponsor; and

WHEREAS, the Administrative Committee (the "Named Fiduciary") is the
named fiduciary of the Plan (within the meaning of section 402(a) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")); and

WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan
assets in trust among several investment options selected by the Named
Fiduciary; and

WHEREAS, the Trustee shall maintain a separate account reflecting the
equitable share of each Plan in the Trust and in all investments, receipts,
disbursements and other transactions hereunder, and shall report the value if
such equitable share at such times as may be mutually agreed upon by the
Trustee and the Sponsor. Such equitable share shall be used solely for the
payments of benefits, expenses and other charges properly allocable to each
such Plan and shall not be used for the payment of benefits, expenses or other
charges properly allocable to any other Plan; and

WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping and administrative functions under the Plan; and

WHEREAS, Administrative Committee (the "Administrator") is the
administrator of the Plan (within the meaning of section 3(16)(A) of ERISA);
and

WHEREAS, the Trustee is willing to perform recordkeeping and
administrative services for the Plan if the services are purely ministerial in
nature and are provided within a framework of plan provisions, guidelines and
interpretations conveyed in writing to the Trustee by the Administrator.

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Sponsor and the Trustee
agree as follows:

SECTION 1. TRUST. The Sponsor hereby establishes the A. H. Belo Defined
Contribution Trust (the "Trust"), with the Trustee. The Trust shall consist of
an initial contribution of money or other property acceptable to the Trustee in
its sole discretion, made by the Sponsor or transferred from a previous trustee
under the Plan, and such additional sums of money as shall from time to time be
delivered to the Trustee under the Plan, all investments made therewith and
proceeds thereof, and all earnings and profits thereon, less the payments that
are made by the Trustee as provided herein. The Trustee hereby accepts the
Trust on the terms and conditions set forth in this Agreement. In accepting
this Trust, the Trustee shall be accountable for the assets received by it,
subject to the terms and conditions of this Agreement.

SECTION 2. EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS.

(a) Except as provided in paragraphs (b), (c) and (d) of this Section,
or under applicable law, no part of the Trust may be used for, or diverted to,
purposes other than the exclusive benefit of the participants in the Plan or
their beneficiaries or the reasonable expenses of Plan administration.

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(b) In the case of contributions made by the Sponsor prior to the
receipt of an initial favorable determination letter from the Internal Revenue
Service with respect to the Plan, the Sponsor may direct the Trustee to return
to the Sponsor those contributions and all earning thereon within one year
after the Internal Revenue Service refuses in writing to issue such a letter.

(c) In the case of any portion of a contribution made by the Sponsor
by a mistake of fact, the Sponsor may direct the Trustee to return to the
Sponsor that portion of the contribution within one year after the payment of
that portion of the contribution.

(d) In the case of any portion of a contribution made by the Sponsor
and disallowed by the Internal Revenue Service as a deduction under Section 404
of the Internal Revenue Code of 1986, as amended, the Sponsor may direct the
Trustee to return to the Sponsor that portion of the contribution within one
year after the Internal Revenue Service disallows the deduction in writing.

(e) Earnings attributable to the contributions returnable under
paragraph (c) or (d) shall not be returned to the Sponsor, and any realized
loss in asset value attributable to those contributions shall reduce the amount
returned.

SECTION 3. DISBURSEMENTS.

(a) Directions from Administrator. The Trustee shall make
disbursements in the amounts and in the manner that the Administrator directs
from time to time in writing. The Trustee shall have no responsibility to
ascertain any direction's compliance with the terms of the Plan or of any
applicable law or the direction's effect for tax purposes or otherwise; nor
shall the Trustee have any responsibility to see to the application of any
disbursement.

(b) Participant Withdrawal Requests. The Sponsor hereby directs that,
pursuant to the Plan, a participant withdrawal request (in-service or full
withdrawal) may be made by the participant by telephone, or in such other
manner as may be agreed to from time to time by the Sponsor and Trustee, and
the Trustee shall process such request only after the identity of the
participant is verified by use of a personal identification number ("PIN") and
social security number. The Trustee shall process such withdrawal in accordance
with written guidelines provided by the Sponsor and documented in the Plan
Administrative Manual.

(c) Limitations. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of the Trust
at the time of the disbursement. The Trustee shall make

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cash disbursements in accordance with the applicable source and fund withdrawal
hierarchy as documented in the Plan Administrative Manual, unless the
Administrator has provided a written direction to the contrary.

SECTION 4. INVESTMENT OF TRUST.

(a) Selection of Investment Options. The Trustee shall have no
responsibility for the selection of investment options under the Trust and
shall not render investment advice to any person in connection with the
selection of such options.

(b) Available Investment Options. The Named Fiduciary shall direct the
Trustee as to the investment options in which the Trust shall be invested
during the period beginning on the date of the initial transfer of assets to
the Trust and ending on the date of the completion of the reconciliation of
participant records ("recordkeeping reconciliation period"), and the investment
options which Plan participants may invest following the reconciliation period,
subject to the following limitations. The Named Fiduciary may determine to
offer as investment options only: (i) securities issued by the investment
companies advised by Fidelity Management & Research Company and certain
securities issued by investment companies not advised by Fidelity Management &
Research Company (collectively, "Mutual Funds"), (ii) notes evidencing loans to
Plan participants in accordance with the terms of the Plan, (iii) equity
securities issued by the Sponsor or an affiliate which are publicly-traded and
which are "qualifying employer securities" within the meaning of Section
407(d)(5) of ERISA ("Sponsor Stock"), (iv) guaranteed investment contracts
chosen by the Trustee, (v) guaranteed investment contracts heretofore entered
into by the Sponsor or predecessor trustee and specifically identified on
Schedule "G" attached hereto ("Existing GICs"), and (vii) collective investment
funds maintained by the Trustee for qualified plans.

The Named Fiduciary hereby directs the Trustee to continue to hold
such Existing GICs until contract maturity or until the Named Fiduciary directs
otherwise, it being expressly understood that such direction is given in
accordance with Section 403(a) of ERISA. The Trustee shall be considered a
fiduciary with investment discretion only with respect to Plan assets
(including the proceeds from any existing GICs) that are invested in guaranteed
investment contracts chosen by the Trustee or in collective investment funds
maintained by the Trustee for qualified plans.

The investment options initially selected by the Named Fiduciary are
identified on Schedules "A" and "C" attached hereto. The Named Fiduciary may
add additional investment options with the consent of the Trustee and upon
mutual amendment of this Trust Agreement and the Schedules thereto to reflect
such additions.

(c) Participant Direction. As authorized under the Plan, each Plan
participant shall direct the Trustee in which investment option(s) to invest
the assets in the participant's individual accounts. Such directions may be
made by Plan participants by use of the telephone exchange system maintained
for such purposes by the Trustee or its agent, in accordance with written
Telephone Exchange Guidelines attached hereto as Schedule "K". In the event
that the Trustee fails to receive a proper direction, the assets shall be
invested in the investment option set forth for such purpose on Schedule "C",
until the Trustee receives a proper direction.

(d) Mutual Funds. The Named Fiduciary hereby acknowledges that it has
received from the Trustee a copy of the prospectus for each Mutual Fund
selected by the Named Fiduciary as a Plan investment option or short-term
investment fund. All transactions involving Mutual Funds not advised by
Fidelity Management & Research Company ("Non-Fidelity Mutual Funds") shall be
done in accordance with the Operational Guidelines attached hereto as Schedule
"I". Trust investments in Mutual Funds shall be subject to the following
limitations:

(i) Execution of Purchases and Sales. Purchases and sales of
Mutual Funds (other than for exchanges) shall be made on the date on which the
Trustee receives from the Administrator in good order all information,
documentation and wire transfer of funds (if applicable) necessary to
accurately effect such transactions. Exchanges of Mutual Funds shall be made in
accordance with the Telephone Exchange Guidelines attached hereto as Schedule
"K".

(ii) Voting. At the time of mailing of notice of each annual
or special stockholders' meeting of any Mutual Fund, the Trustee shall send a
copy of the notice and all proxy solicitation materials to each Plan
participant who has shares of the Mutual Fund credited to the participant's
accounts, together with a voting direction form for return to the Trustee or
its designee. The participant shall have the right to direct the Trustee as to
the manner in which the Trustee is to vote the shares credited to the
participant's accounts (both vested and unvested). The Trustee shall vote the
shares as directed by the participant. The Trustee shall not vote shares for
which it has received no directions from the participant.

During the recordkeeping reconciliation period, the Named Fiduciary
shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote the shares of the Mutual Funds in the Trust. Following the
recordkeeping reconciliation period the Named Fiduciary shall continue to have
the right to direct the Trustee as to the manner in which the Trustee is to
vote the Mutual Funds shares held short-term liquidity reserve for a unitized
investment option.

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With respect to all rights other than the right to vote, the Trustee
shall follow the directions of the participant and if no such directions are
received, the directions of the Named Fiduciary. The Trustee shall have no
further duty to solicit directions from participants or the Named Fiduciary.

(e) Sponsor Stock in which Fidelity Management Trust Company is not
the trustee. Transactions involving Sponsor Stock shall be executed in
accordance with the Operating Procedures set forth on Schedule "H" and attached
hereto.

(f) Participant Loans. The Administrator shall act as the Trustee's
agent for participant loan notes and as such shall (i) separately account for
repayments of such loans and clearly identify such assets as Plan assets and
(ii) collect and remit all principal and interest payments to the Trustee. To
originate a participant loan, the Plan participant shall direct the Trustee as
to the term and amount of the loan to be made from the participant's individual
account. Such directions shall be made by Plan participants by use of the
telephone exchange system maintained for such purpose by the Trustee or its
agent. The Trustee shall determine, based on the current value of the
participant's account on the date of the request and any guidelines provided by
the Sponsor, the amount available for the loan. Based on the interest rate
supplied by the Sponsor in accordance with the terms of the Plan, the Trustee
shall advise the participant of such interest rate, as well as the installment
payment amounts. The Trustee shall distribute the Participant loan agreement
and truth-in-lending disclosure with the proceeds check to the participant. To
facilitate recordkeeping, the Trustee may destroy the original of any
promissory note made in connection with a loan to a participant under the Plan,
provided that the Trustee first creates a duplicate by a photographic or
optical scanning or other process yielding a reasonable facsimile of the
promissory note and the Plan participant's signature thereon, which duplicate
may be reduced or enlarged in size from the actual size of the original
promissory note.

(g) Guaranteed Investment Contracts. Trust investments in guaranteed
investment contracts ("GICs") shall be subject to the following limitations:

(i) Collective Investment Funds. To the extent that the Named
Fiduciary selects as an investment option the Managed Income Portfolio of the
Fidelity Group Trust for Employee Benefit Plans (the "Group Trust"), the
Sponsor hereby (A) agrees to the terms of the Group Trust and adopts said terms
as a part of this Agreement and (B) acknowledges that it has received from the
Trustee a copy of the Group Trust, the Declaration of Separate Fund for the
Managed Income Portfolio of the Group Trust, and the Circular for the Managed
Income Portfolio.

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(ii) Managed Income Fund. The Managed Income Fund shall
consist of existing GICs defined in Schedule "G" and the Managed Income
Portfolio. All transactions involving the Managed Income Fund shall be done in
accordance with the Operating Procedures attached hereto as Schedule "J".

(iii) In order to provide the necessary monies for exchanges
or redemptions from the GIC investment option, if any, under the Plan, the
Sponsor agrees that the Plan shall maintain a liquidity reserve allocated to
the Plan GIC investment option in Fidelity Institutional Cash Portfolios: Money
Market Portfolio: Class I or such other Mutual Fund or commingled money market
pool as agreed to by the Sponsor and the Trustee.

(h) Reliance of Trustee on Directions.

(i) The Trustee shall not be liable for any loss, or by
reason of any breach, which arises from any participant's exercise or
non-exercise of rights under this Section 4 over the assets in the
participant's accounts.

(ii) The Trustee shall not be liable for any loss, or by
reason of any breach, which arises from the Named Fiduciary's exercise or
non-exercise of rights under this Section 4, unless it was clear on their face
that the actions to be taken under the Named Fiduciary's directions were
prohibited by the fiduciary duty rules of section 404(a) of ERISA or were
contrary to the terms of the Plan or this Agreement.

(i) Trustee Powers. The Trustee shall have the following powers
and authority:

(i) Subject to paragraphs (b) and (c) of this Section 4, to
sell, exchange, convey, transfer, or otherwise dispose of any property held in
the Trust, by private contract or at public auction. No person dealing with the
Trustee shall be bound to see to the application of the purchase money or other
property delivered to the Trustee or to inquire into the validity, expediency,
or propriety of any such sale or other disposition.

(ii) Subject to paragraphs (b) and (c) of this Section 4, to
invest in guaranteed investment contracts and short term investments (including
interest bearing accounts with the Trustee or money market mutual funds advised
by affiliates of the Trustee) and in collective investment funds maintained by
the Trustee for qualified plans, in which case the provisions of each
collective investment

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fund in which the Trust is invested shall be deemed adopted by the Sponsor and
the provisions thereof incorporated as a part of this Trust as long as the fund
remains exempt from taxation under Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended.

(iii) To cause any securities or other property held as part
of the Trust to be registered in the Trustee's own name, in the name of one or
more of its nominees, or in the Trustee's account with the Depository Trust
Company of New York and to hold any investments in bearer form, but the books
and records of the Trustee shall at all times show that all such investments
are part of the Trust.

(iv) To keep that portion of the Trust in cash or cash
balances as the Named Fiduciary or Administrator may, from time to time, deem
to be in the best interest of the Trust.

(v) To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers herein granted.

(vi) To borrow funds from a bank not affiliated with the
Trustee in order to provide sufficient liquidity to process Plan transactions
in a timely fashion; provided that the cost of such borrowing shall be
allocated in a reasonable fashion to the investment fund(s) in need of
liquidity.

(vii) To settle, compromise, or submit to arbitration any
claims, debts, or damages due to or arising from the Trust; to commence or
defend suits or legal or administrative proceedings; to represent the Trust in
all suits and legal and administrative hearings; and to pay all reasonable
expenses arising from any such action, from the Trust if not paid by the
Sponsor.

(viii) To employ legal, accounting, clerical, and other
assistance as may be required in carrying out the provisions of this Agreement
and to pay their reasonable expenses and compensation from the Trust if not
paid by the Sponsor.

(ix) To invest all of any part of the assets of the Trust in
any collective investment trust or group trust which then provides for the
pooling of the assets of plans described in Section 401(a) and exempt from tax
under Section 501(a) of the Internal Revenue Code ("Code"), or any comparable
provisions of any future legislation that amends, supplements, or supersedes
those sections, provided that such collective investment trust or group trust
is exempt from tax under the Code or regulations or rulings issued by the
Internal Revue Service: the provisions of the document governing such
collective

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investment trusts or group trusts, as it may be amended from time to
time, shall govern any investment therein and are hereby made a part of this
Trust Agreement.

(x) To do all other acts although not specifically mentioned
herein, as the Trustee may deem necessary to carry out any of the foregoing
powers and the purposes of the Trust.

SECTION 5. RECORDKEEPING AND ADMINISTRATIVE SERVICES TO BE PERFORMED.

(a) General. The Trustee shall perform those recordkeeping and
administrative functions described in Schedule "A" attached hereto. These
recordkeeping and administrative functions shall be performed within the
framework of the Administrator's written directions regarding the Plan's
provisions, guidelines and interpretations.

(b) Accounts. The Trustee shall keep accurate accounts of all
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal
quarter, the date on which the Trustee resigns or is removed as provided in
Section 8 of this Agreement or is terminated as provided in Section 10 (the
"Reporting Date"). Within thirty (30) days following each Reporting Date or
within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Trustee, or the termination of this Agreement,
the Trustee shall file with the Administrator a written account setting forth
all investments, receipts, disbursements, and other transactions effected by
the Trustee between the Reporting Date and the prior Reporting Date, and
setting forth the value of the Trust as of the Reporting Date. Except as
otherwise required under ERISA, upon the expiration of six (6) months from the
date of filing such account with the Administrator, the Trustee shall have no
liability or further accountability to anyone with respect to the propriety of
its acts or transactions shown in such account, except with respect to such
acts or transactions as to which the Sponsor shall within such six (6) month
period file with the Trustee written objections.

(c) Inspection and Audit. All records generated by the Trustee in
accordance with paragraphs (a) and (b) shall be open to inspection and audit,
during the Trustee's regular business hours prior to the termination of this
Agreement, by the Administrator or any person designated by the Administrator.
Upon the resignation or removal of the Trustee or the termination of this
Agreement, the Trustee shall provide to the Administrator, at no expense to the
Sponsor, in the format regularly provided to the Administrator, a statement of
each participant's accounts as of the resignation, removal, or termination, and
the Trustee shall provide to the Administrator or the Plan's new recordkeeper
such further records as are reasonable, at the Sponsor's expense.

(d) Effect of Plan Amendment. A confirmation of the current qualified
status of the Plan is attached hereto as Schedule "F". The Trustee's provision
of the recordkeeping and administrative services set forth in this Section 5
shall be conditioned on the Sponsor delivering to the Trustee a copy of any
amendment to the Plan as soon as administratively feasible following the
amendment's adoption, with, if requested, an IRS determination letter or an
opinion of counsel substantially in the form of Schedule "F" covering such
amendment, and on the Administrator providing the Trustee on a timely basis
with all the information the Administrator deems necessary for the Trustee to
perform the recordkeeping and administrative services and such other
information as the Trustee may reasonably request.

(e) Returns, Reports and Information. The Administrator shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Trust or Plan by law. The Trustee shall provide the
Administrator with such information as the Administrator may reasonably request
to make these filings. The Administrator shall also be responsible for making
any disclosures to Participants required by law, except such disclosure as may
be required under federal or state truth-in-lending laws with regard to
Participant loans, which shall be provided by the Trustee.

SECTION 6. COMPENSATION AND EXPENSES. Within thirty (30) days of receipt of the
Trustee's xxxx, which shall be computed and billed in accordance with Schedule
"B" attached hereto and made a part hereof, as amended from time to time, the
Sponsor shall send to the Trustee a payment in such amount or the Sponsor may
direct the Trustee to deduct such amount from participants' accounts. All
expenses of the Trustee relating directly to the acquisition and disposition of
investments constituting part of the Trust, and all taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust or the income thereof, shall be a charge against and
paid from the appropriate Plan participants' accounts.

SECTION 7. DIRECTIONS AND INDEMNIFICATION.

(a) Identity of Administrator and Named Fiduciary. The Trustee shall
be fully protected in relying on the fact that the Named Fiduciary and the
Administrator under the Plan are the individuals or persons named as such above
or such other individuals or persons as the Sponsor may notify the Trustee in
writing.

(b) Directions from Administrator. Whenever the Administrator provides
a direction to the Trustee, the Trustee shall not be liable for any loss, or by
reason of any breach, arising from the direction (i) if the direction is
contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the

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Trustee by the Administrator in the form attached hereto as Schedule "D", and
(ii) if the Trustee reasonably believes the signature of the individual to be
genuine, unless it is clear on the direction's face that the actions to be
taken under the direction would be prohibited by the fiduciary duty rules of
Section 404(a) of ERISA or would be contrary to the terms of this Agreement.
For purposes of this Section, such direction may also be made via electronic
data transfer (EDT) in accordance with procedures agreed to by the
Administrator and the Trustee; provided, however, that the Trustee shall be
fully protected in relying on such direction as if it were a direction made in
writing by the Administrator.

(c) Directions from Named Fiduciary. Whenever the Named Fiduciary or
Sponsor provides a direction to the Trustee, the Trustee shall not be liable
for any loss, or by reason of any breach, arising from the direction (i) if the
direction is contained in a writing (or is oral and immediately confirmed in a
writing) signed by any individual whose name and signature have been submitted
(and not withdrawn) in writing to the Trustee by the Named Fiduciary in the
form attached hereto as Schedule "E" and (ii) if the Trustee reasonably
believes the signature of the individual to be genuine, unless it is clear on
the direction's face that the actions to be taken under the direction would be
prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be
contrary to the terms of this Agreement. Such direction may also be made via
electronic EDT in accordance with procedures agreed to by the Named Fiduciary
and the Trustee; provided, however, that the Trustee shall be fully protected
in relying on such direction as if it were a direction made in writing by the
Named Fiduciary.

(d) Co-Fiduciary Liability. In any other case, the Trustee shall not
be liable for any loss, or by reason of any breach, arising from any act or
omission of another fiduciary under the Plan except as provided in section
405(a) of ERISA.

(e) Indemnification. The Sponsor shall indemnify the Trustee against,
and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements, that may be incurred by, imposed upon, or
asserted against the Trustee by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or
person with respect to the Plan or Trust, excepting only any and all loss,
etc., arising solely from the Trustee's negligence, bad faith or willful
misconduct.

(f) Survival. The provisions of this Section 7 shall survive the
termination of this Agreement.

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SECTION 8. RESIGNATION OR REMOVAL OF TRUSTEE.

(a) Resignation. The Trustee may resign at any time upon sixty (60)
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.

(b) Removal. The Sponsor may remove the Trustee at any time upon sixty
(60) days' notice in writing to the Trustee, unless a shorter period of notice
is agreed upon by the Trustee.

SECTION 9. SUCCESSOR TRUSTEE.

(a) Appointment. If the office of Trustee becomes vacant for any
reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor trustee
shall not be liable for the acts or omissions of the other with respect to the
Trust.

(b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, the predecessor trustee shall execute all instruments and
do all acts that reasonably may be necessary or reasonably may be requested in
writing by the Sponsor or the successor trustee to vest title to all Trust
assets in the successor trustee or to deliver all Trust assets to the successor
trustee.

(c) Corporate Action. Any successor of the Trustee or successor
trustee, through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this Agreement.

SECTION 10. TERMINATION. This Agreement may be terminated at any time by the
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the
Sponsor has not notified the Trustee in writing as to whom the assets and cash
are to be transferred and delivered, the Trustee may bring an appropriate
action or proceeding for leave to deposit the assets and cash in a court of
competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all
costs and expenses of the action or proceeding including, without limitation,
reasonable attorneys' fees and disbursements.

SECTION 11. RESIGNATION, REMOVAL, AND TERMINATION NOTICES. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor x/x Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxxxx Xxxxxx, Xxxxxxx and Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000,
and to the Trustee

12
16

c/o Xxxx X. Xxxxxx, Fidelity Investments, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or to such other addresses as the parties have notified
each other of in the foregoing manner.

SECTION 12. DURATION. This Trust shall continue in effect without limit as to
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

SECTION 13. AMENDMENT OR MODIFICATION. This Agreement may be amended or
modified at any time and from time to time only by an instrument executed by
both the Sponsor and the Trustee. Notwithstanding the foregoing, to reflect
increased operating costs the Trustee may once each calendar year amend
Schedule "B" without the Sponsor's consent upon seventy-five (75) days written
notice to the Sponsor.

SECTION 14. GENERAL.

(a) Performance by Trustee, its Agents or Affiliates. The Sponsor
acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents or affiliates, including
Fidelity Investments Institutional Operations Company, Inc. or its successor,
and that certain of such services may be provided pursuant to one or more other
contractual agreements or relationships.

(b) Entire Agreement. This Agreement together with the schedules
attached hereto, which are hereby incorporated herein, contains all of the
terms agreed upon between the parties with respect to the subject matter
hereof.

(c) Waiver. No waiver by either party of any failure or refusal to
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

(d) Successors and Assigns. The stipulations in this Agreement shall
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

(e) Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

(f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

(g) Delegation by Employer. By authorizing the assets of any Plan as
to which it is an Employer to be deposited in the Trust, each Employer, other
than the Sponsor, hereby irrevocably delegates and grants to the Sponsor full
and exclusive power and authority to exercise all of the powers conferred upon
the Sponsor and each Employer by the terms of this Agreement, and to take or
refrain from taking any and all action which such Employer might otherwise take
or refrain from taking with respect to this Agreement, including the sole and
exclusive power to exercise, enforce or waive any rights whatsoever which such
Employer might otherwise have with respect to the Trust, and irrevocably
appoints the Sponsor as its agent for all purposes under this Agreement. The
Trustee shall have no obligation to account to any such Employer or to follow
the instructions of or otherwise deal with any such Employer, the intention
being that the Trustee shall deal solely with the Sponsor.

SECTION 15. GOVERNING LAW.

(a) Massachusetts Law Controls. This Agreement is being made in the
Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under Section 514 of ERISA.

(b) Trust Agreement Controls. The Trustee is not a party to the Plan,
and in the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement shall control.

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18

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
above written.

A. H. BELO CORPORATION

Attest: Xxxx XxXxxxxx By: /s/Xxxx Xxxx
----------------------- ------------------------------
Secretary
Name: Xxxx Xxxx
------------------------------
Title: Vice President/Administration
------------------------------
Date: March 13, 1998
------------------------------

FIDELITY MANAGEMENT TRUST
COMPANY

Attest: By: /s/Xxxxxx Xxxxxxxxx
----------------------- ------------------------------
Assistant Clerk
Name: Xxxxxx Xxxxxxxxx
------------------------------
Title: Vice President
------------------------------
Date: March 13, 1998
------------------------------

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SCHEDULE "A"

ADMINISTRATIVE SERVICES

Administration

* Establishment and maintenance of Participant account and election
percentages.

* Maintenance of the following plan investment options for the A.H. Belo
Corporation Employee Savings and Investment Plan:

o Fidelity Retirement Government Money Market
o Fidelity Puritan Fund
o Fidelity Magellan Fund
o Fidelity Growth & Income Portfolio
o A.H. Belo Series A Common Stock Fund
o Fidelity Intermediate Bond Fund
o Fidelity Overseas Fund (no longer an option effective 4/1/98)
o A.H. Belo Series B Common Stock Fund
o Spartan U.S. Equity Index Fund
o PBHG Growth Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund I
o Managed Income Fund

* Maintenance of the following plan investment options for the Journal-Guild
401(k) Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

* Maintenance of the following plan investment options for the Xxxxxx/Colony,
Inc. Retirement Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

* Maintenance of the following plan investment options for the Colony
Communications, Inc. Retirement Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

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* Maintenance of the following money classifications for the A.H. Belo
Corporation Employee Savings and Investment Plan:

o After Tax Contributions
o Company Match
o Rollover
o Employee Pre-Tax
o XXX Contribution - QVEC
o Prior Company
o Profit Sharing
o Unmatched Comp. Deferral

* Maintenance of the following money classifications for the Journal-Guild
401(k) Plan:

o Matched Compensation Deferral
o Unmatched Compensation Deferral
o After-Tax Contributions
o Matching Company
o Rollover
o Company Basic Contribution

* Maintenance of the following money classifications for the Xxxxxx/Colony,
Inc. Retirement Plan (frozen):

o Pre-tax Contributions
o Employer Match
o Rollover
o Employer Base

* Maintenance of the following money classifications for the Colony
Communications, Inc. Retirement Plan (frozen):

o Pre-tax Contributions
o Employer Match
o Rollover
o Employer Base

* Processing of mutual fund trades.

The Trustee will provide only the recordkeeping and administrative
services set forth on this Schedule "A" and no others.

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21

A) PROVIDE PARTICIPANT TELEPHONE SERVICES

0.Xxxxxxxx registered representatives are available from 8:30 a.m. -
12:00 midnight ET to provide toll free telephone service for
participant inquiries and transactions. Additionally, participants
have 24 hour account balance inquiry access utilizing our automated
voice response system.

2.For security purposes, all calls are recorded. In addition, several
levels of security are available including the verification of a
Personal Identification Number (PIN) and/or any other indicative
data resident on the system.

3.Through our telephone services, Fidelity provides the following
services:

o Provide mutual fund investment information.
o Maintain plan and GIC specific provisions.
o Process exchanges (transfers) between Fidelity's mutual funds
on a daily basis.
o Perform exchanges between Mutual Funds and/or GICs.
o Maintain and process changes to participants' contribution
allocations for all money sources.
o Allow participants to change their deferral and after-tax
percentages and provide updates via EDT for customer to apply to
its payrolls accordingly.
o Consult with participants in various loan scenarios and generate
all documentation.
o Process all participant loan and withdrawal requests via
o Fidelity's toll-free telephone service according to plan
provisions on a daily basis.
o Enroll new participants via telephone; provide confirmation of
enrollment within five (5) days of the request.
o In-service withdrawals via telephone due to certain circumstances
previously approved by the Sponsor.
o Hardship withdrawals via telephone as directed and approved by
Sponsor.

B) PLAN ACCOUNTING

1. Process payroll contributions according to your payroll frequency
via electronic data transfer (EDT). The data format will be provided
by Fidelity.

2. Provide plan and participant level accounting for all money
classifications for each Plan.

3. Audit and reconcile the plan and participant accounts daily.

4. Provide daily plan and participant level accounting for all
investment options.

5. Reconcile and process participant withdrawal requests as approved
and directed by the Sponsor. All requests are paid based on the
current market values of participants' accounts, not advanced or
estimated values. A distribution report will accompany each check.

6. Track individual participant loans; process loan withdrawals;
re-invest loan repayments; and prepare and deliver comprehensive
reports to plan sponsor to assist in the administration of
participant loans.

7. Fidelity's Guaranteed Investments Daily Equity System (GUIDE) is an
automatic GIC daily portfolio accounting system. GUIDE provides the
Sponsor with daily valuation of their plan assets whether
individually managed or in our Managed Income Portfolio.

8. Maintain and process changes to participants' prospective and
existing investment mix elections via Fidelity's toll-free telephone
service.

C) PARTICIPANT REPORTING

1. Mail confirmation to participants of all transactions initiated via
Fidelity Telephone Services within three (3) calendar days of the
transaction.

2. Prepare and mail via first class to each plan participant a
quarterly detailed participant statement reflecting all activity for
the period. Statements will be mailed no later than twenty (20)
calendar days after each quarter end.

3. Mail required 402(f) notification for distributions from the plan.
This notice advises participants of tax consequences of their plan
distribution.

D) PLAN REPORTING

1. Prepare, reconcile and deliver a monthly Trial Balance Report
presenting all money classes and investments. This report is based
on the market value as of the last business day of the month. The
report will be delivered not later than twenty (20) days after the
end of each month in the absence of unusual circumstances.

2. Prepare, reconcile and deliver a Quarterly Administrative Report
presenting both on a participant and a total plan basis all money
classes, investment positions and a summary of all activity of the
participant and plan as of the last business day of the quarter. The
report will be delivered not later than twenty (20) days after the
end of each quarter in the absence of unusual circumstances.

E) GOVERNMENT REPORTING

Process year-end tax reports for participants - 1099R, as well as
financial reporting to assist in the preparation of Form 5500.

F) COMMUNICATION SERVICES

Employee communications describing available investment options,
including multimedia informational materials and group presentations.

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G) OTHER

Performance of non-discrimination limitation testing upon request. In
order to obtain this service, the client shall be required to provide
the information identified in the Fidelity Discrimination Testing
Package Guidelines.

A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST
BENEFITS ADMINISTRATIVE COMPANY
COMMITTEE

By: /s/Xxxx Xxxx March 13, 1998 By: /s/Xxxxxx Xxxxxxxxx March 13, 1998
----------------------------------------- ----------------------------------------
Date Vice President Date

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SCHEDULE "B"

FEE SCHEDULE

Annual Participant Fee: $5.00 per participant*, billed and payable
quarterly. The Xxxxxx/Colony, Inc. Retirement Plan
and the Colony Communications Retirement Plan will
each be subject to a $1,500 annual minimum for this
fee.

Enrollments by Phone: $5.00 per non-active employee residing on
Fidelity's participant recordkeeping system.

Loan Fee: Establishment fee of $35.00 per loan account;
annual fee of $15.00 per loan account.

Non-Fidelity Mutual Funds: .35% annual administration fee on Non-Fidelity
Mutual Fund assets which are equity/balanced funds
in the Xxxxxxxxx and PBHG fund families (to be paid
by the Non-Fidelity Mutual Fund vendor).

Stock Administration Fee: $6,500 per year.

Return of Excess Contribution Fee: $25.00 per participant, one-time charge per
calculation and check generation.

Plan Sponsor WebStation: First two User IDs provided free of charge. Each
additional User ID, $500 per year.

* This fee will be imposed pro rata for each calendar quarter, or any part
thereof, that it remains necessary to keep a participant's account(s) as
part of the Plan's records, e.g., vested, deferred, forfeiture, top-heavy
and terminated participants who must remain on file through calendar
year-end for 1099-R reporting purposes.

GIC FEES

Existing GIC Recordkeeping Fee .05% on all existing GIC assets.

Expenses associated with the custody of assets underlying synthetic
investment contracts will be borne by the portfolio.

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25

OTHER FEES

Separate charges for optional non-discrimination testing, extraordinary
expenses resulting from large numbers of simultaneous manual transactions
or from errors not caused by Fidelity, or for reports not contemplated in
this Agreement. The Administrator may withdraw reasonable administrative
fees from the Trust by written direction to the Trustee.

Note: These fees have been negotiated and accepted based on the following:
current plan assets of $249 million, current participation of 7,180
participants, $127 million in Fidelity actively managed mutual funds,
$28 million in Fidelity non-actively managed mutual funds, $39 million
in stable value investment options, $46 million in Sponsor Stock, $8
million in non-Fidelity Mutual Funds and projected cash flows of $16.5
million per year. Fees will be subject to revision if these plan
characteristics change significantly by either falling below or
exceeding current projected levels.

A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST
COMPANY

By: /s/Xxxx Xxxx March 13, 1998 By: /s/Xxxxxx Xxxxxxxxx March 13, 1998
---------------------------------- -----------------------------------------
Date Vice President Date

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SCHEDULE "C"

INVESTMENT OPTIONS

In accordance with Section 4(b), the Named Fiduciary hereby directs
the Trustee that participants' individual accounts may be invested in the
following investment options:

* Maintenance of the following plan investment options for the A.H. Belo
Corporation Employee Savings and Investment Plan:

* Maintenance of the following plan investment options for the
Journal-Guild 401(k) Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

* Maintenance of the following plan investment options for the Xxxxxx/Colony,
Inc. Retirement Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

* Maintenance of the following plan investment options for the Colony
Communications, Inc. Retirement Plan:

o Fidelity Puritan Fund
o Spartan U.S. Equity Index Fund
o Fidelity Dividend Growth Fund
x Xxxxxxxxx Foreign Fund
o Managed Income Fund

The investment option referred to in Section 4(c) and Section 4(e)(v)
(B)(5)shall be the Spartan U.S. Equity Index Fund.

A. H. BELO CORPORATION
BENEFITS ADMINISTRATIVE COMMITTEE

By: /s/Xxxx Xxxx March 13, 1998 By: /s/Xxx Xxxxx March 13, 1998
-------------------------------------- ----------------------------------------
Date Date

By: /s/Xxxxx XxXxxxx March 13, 1998 By: /s/Xxxxx Xxxxx March 13, 1998
-------------------------------------- -----------------------------------------
Date Date

By: /s/Xxxxxxx X. Xxxxx March 13, 1998 By: /s/Xxxxx Xxxxxxxx March 13, 1998
--------------------------------------- ----------------------------------------
Date Date

By: /s/Xxx Xxxxxxxxxx March 13, 1998 By: /s/Xxxxxx Xxxxxx March 13, 1998
-------------------------------------- ----------------------------------------
Date Date

By: /s/Xxxx Xxxx March 13, 1998 By: /s/Xxx Xxxxx March 13, 1998
--------------------------------------- -----------------------------------------
Date Date

By: /s/Xxxxxx Xxxxxxxxx March 13, 1998 By: /s/Xxxx Xxxx March 13, 1998
-------------------------------------- ---------------------------------------------
Date Date

By: /s/Xxxxx Xxxxxx March 13, 1998 By: /s/Xxxx Xxxxxx March 13, 1998
--------------------------------------- ----------------------------------------
Date Date

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SCHEDULE "D"

[ADMINISTRATOR'S LETTERHEAD]
[DATE]

Xx. Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx- XX0X
Xxxxxx, Xxxxxxxxxxxxx 00000

[NAME OF PLAN]

*** NOTE: This schedule should contain names and signatures for
ALL individuals who will be providing directions to Fidelity
representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from
any individual whose name does not appear on this schedule. ***

Dear Xx. Xxxxxx:

This letter is sent to you in accordance with Section 7(b) of the
Trust Agreement, dated as of [date], between [name of Plan Sponsor] and
Fidelity Management Trust Company. [I or We] hereby designate [name of
individual], [name of individual], and [name of individual], as the individuals
who may provide directions upon which Fidelity Management Trust Company shall
be fully protected in relying. Only one such individual need provide any
direction. The signature of each designated individual is set forth below and
certified to be such.

You may rely upon each designation and certification set forth in this
letter until [I or we] deliver to you written notice of the termination of
authority of a designated individual.

Very truly yours,

[ADMINISTRATOR]

[signature of designated individual]
------------------------------------
[name of designated individual]

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SCHEDULE "E"

[NAMED FIDUCIARY'S LETTERHEAD]
[DATE]

Xx. Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx - XX0X
Xxxxxx, Xxxxxxxxxxxxx 00000

[NAME OF PLAN]

Dear Xx. Xxxxxx:

This letter is sent to you in accordance with Section 7(c) of the
Trust Agreement, dated as of [date], between [name of Plan Sponsor] and
Fidelity Management Trust Company. [I or We] hereby designate [name of
individual], [name of individual], and [name of individual], as the individuals
who may provide directions upon which Fidelity Management Trust Company shall
be fully protected in relying. Only one such individual need provide any
direction. The signature of each designated individual is set forth below and
certified to be such.

You may rely upon each designation and certification set forth in this
letter until [I or we] deliver to you written notice of the termination of
authority of a designated individual.

Very truly yours,

[NAMED FIDUCIARY]

[signature of designated individual]
------------------------------------
[name of designated individual]

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SCHEDULE "F"
[LAW FIRM LETTERHEAD]

** NOTE: MAY SUBSTITUTE THE PLAN'S IRS DETERMINATION LETTER IF THE LETTER IS
NO MORE THAT TWO YEARS OLD.

Xx. Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx - XX0X
Xxxxxx, XX 00000
[NAME OF PLAN]
Dear Xx. Xxxxxx

In accordance with your request, this letter sets forth our opinion
with respect to the qualified status under section 401(a) of the Internal
Revenue Code of 1986 (including amendments made by the Employee Retirement
Income Security Act of 1974) (the "Code"), of the [name of plan], as amended to
the date of this letter (the "Plan").

The material facts regarding the Plan as we understand them are as
follows. The most recent favorable determination letter as to the Plan's
qualified status under section 401(a) of the Code was issued by the [location
of Key District] District Director of the Internal Revenue Service and was
dated [date] (copy enclosed). The version of the Plan submitted by [name of
company] (the "Company") for the District Director's review in connection with
this determination letter did not contain amendments made effective as of
[date]. These amendments, among other matters, [brief description of
amendments]. [Subsequent amendments were made on [date] to amend the provisions
dealing with [brief description of amendments].]

The Company has informed us that it intends to submit the Plan to the
[location of Key District] District Director of the Internal Revenue Service
and to request from him a favorable determination letter as to the Plan's
qualified status under section 401(a) of the Code. The Company may have to make
some modifications to the Plan at the request of the Internal Revenue Service
in order to obtain this favorable determination letter, but we do not expect
any of these modifications to be material. The Company has informed us that it
will make these modifications.

Based on the foregoing statements of the Company and our review of the
provisions of the Plan, it is our opinion that the Internal Revenue Service
will issue a favorable determination letter as to the qualified status of the
Plan, as modified at the request of the Internal Revenue Service, under section
401(a) of the Code, subject to the customary condition that continued
qualification of the Plan, as modified, will depend on its effect in operation.

[Furthermore, in that the assets are in part invested in common stock
issued by the Company or an affiliate, it is our opinion that the Plan is an
"eligible individual account plan" (as defined under Section 407(d)(3) of
ERISA) and that the shares of common stock of the Company held and to be
purchased under the Plan are "qualifying employer securities" (as

27
31

defined under Section 407(d)(5) of ERISA). Finally, it is our opinion that
interests in the Plan are not required to be registered under the Securities
Act of 1933, as amended, or, if such registration is required, that such
interests are effectively registered under said Act.]

Sincerely,
[name of law firm]

By [signature]
-----------------------------
[name of partner]

28
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SCHEDULE "G"

EXISTING GICS

In accordance with Section 4(e), the Named Fiduciary hereby directs the
Trustee to continue to hold the following Existing GICs until such time as the
Named Fiduciary directs otherwise:

-- Principal Financial #0-00000-00
-- Principal Financial #0-00000-00
-- Xxxx Xxxxxxx GAC 7466
-- Xxxx Xxxxxxx GAC 7912
-- Xxxx Xxxxxxx GAC 8563

A. H. BELO CORPORATION
BENEFITS ADMINISTRATIVE COMMITTEE

By: /s/Xxxx Xxxx March 13, 1998
------------------------------------
Date

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33

SCHEDULE "I"

OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS

PRICING

By 7:00 p.m. Eastern Time ("ET") each Business Day, the Non-Fidelity Mutual
Fund Vendor (Fund Vendor) will input the following information ("Price
Information") into the Fidelity Participant Recordkeeping System ("FPRS")
via the remote access price screen that Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC"), an affiliate of the Trustee, has
provided to the Fund Vendor: (1) the net asset value for each Fund at the
Close of Trading, (2) the change in each Fund's net asset value from the
Close of Trading on the prior Business Day, and (3) in the case of an
income fund or funds, the daily accrual for interest rate factor ("mil
rate"). FIIOC must receive Price Information each Business Day (a "Business
Day" is any day the New York Stock Exchange is open). If on any Business
Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC
shall pend all associated transaction activity in the Fidelity Participant
Recordkeeping System ("FPRS") until the relevant Price Information is made
available by Fund Vendor.

TRADE ACTIVITY AND WIRE TRANSFERS

By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date plus
One"), FIIOC will provide, via facsimile, to the Fund Vendor a consolidated
report of net purchase or net redemption activity that occurred in each of
the Funds up to 4:00 p.m. ET on the prior Business Day. The report will
reflect the dollar amount of assets and shares to be invested or withdrawn
for each Fund. FIIOC will transmit this report to the Fund Vendor each
Business Day, regardless of processing activity. In the event that data
contained in the 7:00 a.m. ET facsimile transmission represents estimated
trade activity, FIIOC shall provide a final facsimile to the Fund Vendor by
no later than 9:00 a.m. ET. Any resulting adjustments shall be processed by
the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC transaction confirms
for all daily activity in each of the Funds. The Fund Vendor shall also
send via regular mail to FIIOC, by no later than the fifth Business Day
following calendar month close, a monthly statement for each Fund. FIIOC
agrees to notify the Fund Vendor of any balance discrepancies within twenty
(20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for
aggregate purchase activity and the Fund Vendor shall transmit a daily wire
for aggregate redemption activity, in each case including all activity
across all Funds occurring on the same day.

PROSPECTUS DELIVERY

FIIOC shall be responsible for the timely delivery of Fund prospectuses
and periodic Fund reports ("Required Materials") to Plan participants, and
shall retain the services of a third-party vendor to handle such mailings.
The Fund Vendor shall be responsible for all materials and production
costs, and hereby agrees to provide the Required Materials to the
third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs
of mailing annual Fund reports to Plan participants. FIIOC shall bear the
costs of mailing prospectuses to Plan participants.

PROXIES

The Fund Vendor shall be responsible for all costs associated with the
production of proxy materials. FIIOC shall retain the services of a
third-party vendor to handle proxy solicitation mailings and vote
tabulation. Expenses associated with such services shall be billed directly
to the Fund Vendor by the third-party vendor.

PARTICIPANT COMMUNICATIONS

The Fund Vendor shall provide internally-prepared fund descriptive
information approved by the Funds' legal counsel for use by FIIOC in its
written participant communication materials. FIIOC shall utilize historical
performance data obtained from third-party vendors (currently Morningstar,
Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone
conversations with plan participants and in quarterly participant
statements. The Sponsor hereby consents to FIIOC's use of such materials
and acknowledges that FIIOC is not responsible for the accuracy of such
third-party information. FIIOC shall seek the approval of the Fund Vendor
prior to retaining any other third-party vendor to render such data or
materials under this Agreement.

COMPENSATION

FIIOC shall be entitled to fees as set forth in a separate agreement with
the Fund Vendor.

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35

SCHEDULE "J"

OPERATING PROCEDURES FOR THE MANAGED INCOME FUND

I. DESCRIPTION OF INVESTMENT OPTION

The Managed Income Fund (the "Fund") will be comprised of units in the
Fidelity Institutional Cash Portfolios: Money Market Portfolio: Class
I ("STIF"), units in the Fidelity Group Trust for Employee Benefits
Plan Managed Income Portfolio ("MIP") and the existing Guaranteed
Investment Contracts ("GICs") outlined in Schedule "G" of the Trust
Agreement between the Trustee and the Sponsor.

II. INVESTMENT OPTION TRANSACTIONS

All transactions for the Fund will be coordinated by the Trustee based
on the procedures outlined in this document.

III. VALUATION

The Trustee will value the Fund, at a net asset value of $1 per share,
on a daily basis and produce a blended mil rate to reflect the net
income earned by the Fund.

IV. MONEY MOVEMENT

All money transfers to and from the Fund will be made through the STIF
portion of the Fund.

V. CASH MANAGEMENT

The Sponsor will maintain 3% of the Fund in STIF. The Trustee will
monitor the cashflows and the balance of the STIF. If the STIF balance
exceeds 3%, the Trustee will transfer the excess to the MIP. If the
STIF balance falls below 3%, the Trustee will request money from the
GIC carriers and/or the MIP on a LIFO Prorata basis to replenish the
balance to 3%.

VI. INVESTMENT CONTRACT MATURITIES AND PAYMENTS

The proceeds from a maturing investment contract will be transferred
to the STIF portion of the Fund for subsequent reinvestment in the
MIP. The Trustee will provide wiring instructions to the investment
contract issuer.

VII. RECONCILIATION

The Fidelity Participant Recordkeeping System (FPRS) will be
reconciled to the Managed Income Portfolio Accounting System (GUIDE)
on a daily and monthly basis. The investment contracts positions on
GUIDE will be reconciled to the issuer balances on a monthly basis.

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36

VIII. FEE COLLECTION FOR ACCOUNTING SERVICES

The Trustee will accrue its fee for Accounting services on a daily
basis, and will deduct the fee monthly from the earnings of the Fund.

IX. CHANGES TO THE SCHEDULE

This Schedule may be amended or modified by a written instrument
executed by both the Trustee and the Sponsor.

X. DISCONTINUANCE OF ACCOUNTING SERVICES

The Trustee will discontinue accounting services for the Managed
Income Fund once all the GICs have matured.

A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST
BENEFITS ADMINISTRATIVE COMPANY
COMMITTEE

By: /s/Xxxx Xxxx March 13, 1998 By: /s/Xxxxxx Xxxxxxxxx March 13, 1998
---------------------------- ---------------------------------------------
Date Date

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SCHEDULE "K"

TELEPHONE EXCHANGE GUIDELINES

The following telephone exchange guidelines are currently employed by Fidelity
Institutional Retirement Services Company (FIRSCO).

Telephone exchange hours are 8:30 a.m. (ET) to 12:00 midnight (ET) on each
Business Day. A "Business Day" is any day on which the New York Stock Exchange
is open.

FIRSCO reserves the right to change these telephone exchange guidelines at its
discretion.

MUTUAL FUNDS

EXCHANGES BETWEEN MUTUAL FUNDS

Participants may call on any Business Day to exchange between the mutual funds.
If the request is received before 4:00 p.m. (ET), it will receive that day's
trade date. Calls received after 4:00 p.m. (ET) will be processed on a next
Business Day basis.

SPONSOR STOCK

I. EXCHANGES FROM MUTUAL FUNDS INTO SPONSOR STOCK

Sponsor Stock exchanges are processed on a monthly cycle. Participants
who wish to exchange out of a mutual fund into Sponsor Stock may call
between the 1st and the 15th of the month. No calls will be accepted
after 4:00 p.m. (ET) on the 15th (or previous Business Day if the 15th
is not a Business Day).

Mutual fund shares are sold on the 15th of the month (or the previous
Business Day if the 15th is not a Business Day) and the Sponsor Stock
is purchased within two (2) Business Days after the date on which the
mutual fund shares are sold.

II. EXCHANGES FROM SPONSOR STOCK INTO MUTUAL FUNDS

Participants who wish to exchange out of Sponsor Stock into mutual
funds may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00 p.m. (ET) on the 15th (or previous
Business Day if the 15th is not a Business Day).

The Sponsor Stock is sold on the 16th (or the next Business Day if the
16th is not a Business Day) and the subsequent purchase into mutual
funds will take place three (3) Business Days later. This allows for
settlement of the stock trade at the custodian and the corresponding
transfer to Fidelity.

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MANAGED INCOME FUND

I. EXCHANGES BETWEEN MUTUAL FUNDS AND MANAGED INCOME FUND

Participants who wish to exchange between a mutual fund and the
Managed Income Fund may call on any Business Day. If the request is
received before 4:00 p.m. (ET), it will receive that day's trade date.
Calls received after 4:00 p.m. (EST) will be processed on a next
Business Day basis.

II. EXCHANGES FROM MANAGED INCOME FUND INTO SPONSOR STOCK

Participants who wish to exchange out of the Managed Income Fund into
Sponsor Stock may call between the 1st and the 15th of the month. No
calls will be accepted after 4:00 p.m. (ET) on the 15th (or previous
Business Day if the 15th is not a Business Day).

Managed Income Fund shares are sold on the 15th of the month (or the
previous Business Day if the 15th is not a Business Day) and the
Sponsor Stock is purchased within two (2) Business Days after the date
on which the Managed Income Fund shares are sold.

III. EXCHANGES FROM SPONSOR STOCK INTO MANAGED INCOME FUND

Participants who wish to exchange out of Sponsor Stock into Managed
Income Funds may call between the 1st and the 15th of the month. No
calls will be accepted after 4:00 p.m. (ET) on the 15th (or previous
Business Day if the 15th is not a Business Day).

The Sponsor Stock is sold on the 16th (or the next Business Day if the
16th is not a Business Day) and the subsequent purchase into Managed
Income Funds will take place three (3) Business Days later. This
allows for settlement of the stock trade at the custodian and the
corresponding transfer to Fidelity.

IV. EXCHANGE RESTRICTIONS

Participants will not be permitted to make direct transfers from the
Managed Income Fund into a competing fund. Participants who wish to
exchange from the Managed Income Fund into a competing fund, must
first exchange into a non-competing fund for a period of 90 days.

A.H. BELO CORPORATION
BENEFITS ADMINISTRATIVE COMMITTEE

By: /s/Xxxx Xxxx March 13, 1998
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Date

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