News Corporation Letterhead]

Exhibit 10.2

[News Corporation Letterhead]

July 31, 2009

Xxxxx X. XxXxx

Senior Executive Vice President and Chief Financial Officer

News Corporation

0000 Xxxxxx xx xxx Xxxxxxxx

New York, NY 10036

Dear Xxxx:

The purpose of this letter is to reflect our understanding that for purposes of Section 5 of that certain Employment Agreement, dated as of November 15, 2004, by and between News America Incorporated and yourself, as amended (the “Agreement”), you shall not be entitled to an award or grant of restricted share units for the fiscal year ending June 30, 2009 that is based upon the achievement of pre-determined business unit performance targets by any non-named executive officers of News Corporation. This letter shall not affect any other provision of the Agreement and shall not affect your eligibility to receive any equity awards in the discretion of the News Corporation Compensation Committee.

By counter-signing this letter agreement, you acknowledge and agree to be bound by the terms hereof.

Sincerely,

/s/ Xxxxxx X. X. Xxxxxx

Xxxxxx X.X. Xxxxxx

Chairman of the Compensation Committee

News Corporation

Acknowledged and Agreed:

/s/ Xxxxx X. XxXxx

Xxxxx X. XxXxx