10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 26, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period              to             

Commission File No. 1-6383

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Commonwealth of Virginia	54-0850433
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
333 East Franklin Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (804) 649-6000

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock	New York Stock Exchange
(Title of class)	(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

The aggregate market value of voting and non-voting stock held by nonaffiliates of the registrant, based upon the closing price of the Company’s Class A Common Stock as reported on the New York Stock Exchange, as of June 27, 2004, was approximately $1,405,200,000.

The number of shares of Class A Common Stock outstanding on January 30, 2005, was 23,392,004. The number of shares of Class B Common Stock outstanding on January 30, 2005, was 555,992.

The Company makes available on its website, www.mediageneral.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as soon as reasonably practicable after being electronically filed with the Securities and Exchange Commission.

Part I, Part II and Part III incorporate information by reference from the Annual Report to Stockholders for the year ended December 26, 2004. Part III also incorporates information by reference from the proxy statement for the Annual Meeting of Stockholders to be held on April 28, 2005.

Index to Media General, Inc.

Annual Report on Form 10-K for the Year Ended December 26, 2004

Item No.		Page
Part I
1.	Business
	General	1
	Publishing	1
	Broadcast	2
	Interactive Media	5
2.	Properties	6
3.	Legal Proceedings	7
4.	Submission of Matters to a Vote of Security Holders	7
Executive Officers of Registrant		7
Part II
5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer purchases of Equity Securities	8
6.	Selected Financial Data	8
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	8
7A.	Quantitative and Qualitative Disclosures About Market Risk	8
8.	Financial Statements and Supplementary Data	8
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
9A.	Controls and Procedures	9
Part III
10.	Directors and Executive Officers of the Registrant	9
11.	Executive Compensation	9
12.	Security Ownership of Certain Beneficial Owners and Management	9
13.	Certain Relationships and Related Transactions	10
14.	Principal Accounting Fees and Services	10
Part IV
15.	Exhibits and Financial Statement Schedules	10
Schedule II		20
Index to Exhibits		21
Signatures		24

Part I

Item 1. Business

General

Media General, Inc., is an independent, publicly owned communications company situated primarily in the Southeast with interests in newspapers, television stations, and interactive media. The Company employs approximately 7,400 people on a full or part-time basis. The Company’s businesses are somewhat seasonal; the second and fourth quarters are typically stronger than the first and third quarters.

The Company owns 25 daily newspapers and nearly 100 other publications, as well as 26 (21 southeastern) television stations. The Company also operates more than 50 online enterprises. In recent years the Company has placed significant emphasis on convergence. Convergence combines the unique strengths of newspapers, television, and the Internet to enable the Company to better gather and present news and information to its readers, viewers, and users and on behalf of its advertisers. These efforts were initiated in the Tampa market, where The Tampa Tribune, WFLA-TV and TBO.com share the Company’s News Center facility and work side by side to provide the most comprehensive news, information and entertainment in that market. The success of this initial venture led the Company to introduce convergence to five additional markets in the Southeast where it operates newspapers, television stations, and websites in contiguous regions.

In June 2003, the Federal Communications Commission (FCC) revised its media ownership regulations. The FCC’s new rules allowed common-ownership of broadcast stations and newspapers in all large markets, and would allow cross-ownership on a more limited basis in all but the smallest markets. The new regulations, including new television duopoly rules, were put on hold and then sent back to the FCC as part of a judicial review process. While the FCC has declined to pursue the matter any further, the Company has filed a petition with the United States Supreme Court seeking review of the prior proceedings, as have others. The Company believes that the old ownership regulations, which date from 1975 (and the revised rules to a lesser degree), impinge on the Company’s First Amendment rights. It believes that the ban on cross-ownership should be lifted in all markets. A favorable ruling would afford the Company greater opportunities to expand its convergence efforts in the Southeast. If the Supreme Court declines to hear the matter, media ownership issues will be considered further by the FCC. In either case, the resolution of this matter will take some time. While this process continues, the Company is seeking license renewals and waivers from the FCC for several of its television stations where the Company’s cross-ownership remains an issue under the 1975 regulations.

Industry Segments

The Company operates in three significant industry segments. For financial information related to these segments see pages 40 and 41 of the 2004 Annual Report to Stockholders, which are incorporated herein by reference. These segments are Publishing, Broadcast, and Interactive Media. Additional information related to each of the Company’s significant industry segments is included below.

Publishing Business

At December 26, 2004, the Company’s wholly owned publishing operations included daily and Sunday newspapers in Virginia, North Carolina, South Carolina, Alabama, and Florida. For a summary of

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the Company’s daily and Sunday newspapers, see the foldout chart in the 2004 Annual Report to Stockholders, which is incorporated herein by reference. Combined average paid circulation for these newspapers in 2004 was as follows:

Newspaper Location	Daily	Sunday	Weekly
Virginia	352,000	404,000	53,000
Florida	242,000	320,000	1,000
North Carolina	168,000	179,000	8,000
Alabama	48,000	50,000	3,000
South Carolina	33,000	36,000	8,000

The Company also holds 20% of the common stock of The Denver Post Corporation, the parent company of The Denver Post, a daily newspaper in Denver, Colorado. The Denver Post and the Rocky Mountain News operate under a Joint Operating Agreement under which the newspapers combined their advertising, circulation and production operations, while maintaining separate newsrooms. Subsequent to the end of 2004, the majority owner of The Denver Post Corporation exercised its option to buy the Company’s 20% ownership position. The terms of the option are described more fully in Note 4.

The newspaper publishing industry in the United States is comprised of hundreds of public and private companies ranging from large national and regional companies, publishing multiple newspapers across many states, to small privately held companies publishing one newspaper in one locality. The Company is among the top ten publicly held newspaper publishing companies in the United States based on circulation and publishes more daily newspapers in the Southeast than any other company. Moreover, the Company has achieved the number three position in circulation in its chosen southeastern area of focus, with its publications reaching over one million households across the Southeast every week.

All of the Company’s newspapers compete for circulation and advertising with other newspapers published nationally and in nearby cities and towns and for advertising with magazines, radio, broadcast and cable television, the Internet and other promotional media. All of the newspapers compete for circulation principally on the basis of content, quality of service and price.

The primary raw material used by the Company in its publishing operations is newsprint, which is purchased at market prices from various Canadian and United States sources, including SP Newsprint Company (SPNC), in which the Company owns a one-third equity interest. SPNC has mills in Dublin, Georgia, and Newberg, Oregon, with a combined annual capacity in excess of 1 million short tons. The publishing operations of the Company consumed approximately 135,000 short tons of newsprint in 2004. Management of the Company believes that sources of supply under existing arrangements, including a commitment to purchase 55,000 short tons from SPNC, will be adequate in 2005.

Broadcast Business

The ownership, operation and sale of broadcast television stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive regulation of the broadcasting industry under authority granted by the Communications Act of 1934 (Communications Act) and the rules and regulations of the FCC. The Communications Act requires broadcasters to serve the public interest. Among other things, the FCC assigns frequency bands; determines stations’ locations and operating parameters; issues, renews, revokes and modifies station licenses; regulates and limits changes in ownership or control of station licenses; regulates equipment used by stations; regulates station employment

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practices; regulates certain program content and commercial matters in children’s programming; has the authority to impose penalties for violations of its rules or the Communications Act; and imposes annual fees on stations. Reference should be made to the Communications Act, as well as to the FCC’s rules, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast television stations.

The Broadcast Television Division operates 26 network-affiliated television stations in the United States. The following table sets forth certain information on each of these stations:

Station Location and Affiliation	National Market Rank (a)	Station Rank (a) *	Audience % Share (a) *	Expiration Date of FCC License (b)	Expiration Date of Network Agreement
WFLA-TV NBC Tampa, FL	13	1	12%	2/1/05	12/31/11
WSPA-TV CBS Greenville, SC Spartanburg, SC	35	1	13%	12/1/04	6/30/15
Satellite:
WNEG-TV, Toccoa, GA				4/1/05
WASV-TV UPN Asheville, NC	35	6	2%	12/1/04	10/31/07
WIAT-TV CBS Birmingham, AL	40	3	9%	4/1/05	12/31/14
WJWB-TV WB Jacksonville, FL	52	6	4%	2/1/05	8/31/05
WKRG-TV CBS Mobile, AL Pensacola, FL	63	1	15%	4/1/05	4/2/15
WTVQ-TV ABC Lexington, KY	64	3	7%	8/1/05	1/1/06
KWCH-TV CBS Wichita, KS	66	1	19%	6/1/06	6/30/15
Satellites in Kansas:
KBSD-TV, Dodge City
KBSH-TV, Hays
KBSL-TV, Goodland
WSLS-TV NBC Roanoke, VA	67	3	12%	10/1/04	12/31/11

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Station Location and Affiliation	National Market Rank (a)	Station Rank (a) *	Audience % Share (a) *	Expiration Date of FCC License (b)	Expiration Date of Network Agreement
WDEF-TV CBS Chattanooga, TN	86	3	12%	8/1/05	12/31/14
WJHL-TV CBS Johnson City, TN	89	2	14%	8/1/05	12/31/14
WJTV-TV CBS Jackson, MS	91	1	18%	6/1/05	12/31/14
WSAV-TV NBC Savannah, GA	98	2	12%	4/1/05	12/31/11
WCBD-TV NBC Charleston, SC	101	2	15%	12/1/04	12/31/11
WNCT-TV CBS Greenville, NC	105	1	16%	12/1/04	12/31/14
WBTW-TV CBS Florence, SC Myrtle Beach, SC	108	1	24%	12/1/04	6/30/15
WJBF-TV ABC Augusta, GA	115	2	16%	4/1/05	3/6/05
WRBL-TV CBS Columbus, GA	125	2	12%	4/1/05	3/31/15
KIMT-TV CBS Mason City, IA	153	1	17%	2/1/06	6/30/15
WMBB-TV ABC Panama City, FL	160	1	17%	2/1/05	3/6/05
WHLT-TV CBS Hattiesburg, MS	168	2	9%	6/1/05	8/31/15
KALB-TV NBC Alexandria, LA	176	1	25%	6/1/05	12/31/11

(a) Source: November 2004 Nielsen Media Research.

(b) Television broadcast licenses are granted for maximum terms of eight years and are subject to renewal upon application to the FCC; applications are pending for all stations whose expiration is earlier than 8/1/05.

* Sign-On to Sign-Off, Households

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The primary source of revenues for the Company’s television stations is the sale of time to national and local advertisers. Additional revenue is derived from the network programming carried by major network affiliates.

The Company’s television stations compete for audience and advertising revenues with other television and radio stations, cable programming channels, and cable television systems as well as magazines, newspapers, the Internet and other promotional media. A number of cable television systems and direct-to-home satellite companies (which operate generally on a subscriber payment basis) are in business in the Company’s broadcasting markets and compete for audience by presenting broadcast television, cable network, and other program services. The television stations compete for audience on the basis of program content and quality of reception, and for advertising revenues on the basis of price, share of market and performance.

The television broadcast industry presently is implementing the transition from analog to digital technology in accordance with a mandated conversion timetable established by the Communications Act of the FCC. Twenty-one of the Company’s television stations have begun digital broadcasting and five have been granted temporary waivers of their construction deadlines by the FCC.

Congress and the FCC have under consideration, and in the future may adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership transferability and profitability of the Company’s broadcast television stations and affect the ability of the Company to acquire additional stations. In addition to the matters noted above, these include, for example, spectrum use fees, political advertising rates, potential restrictions on the advertising of certain products (such as alcoholic beverages), program content, and ownership rule changes. Other matters that could potentially affect the Company’s broadcast properties include technological innovations and developments generally affecting competition in the mass communications industry, such as personal video recorders, satellite radio and television services, wireless cable systems, low-power television stations, and Internet delivered video programming services.

Interactive Media Business

In January 2001 the Company launched its Interactive Media Division (IMD), which operates in conjunction with its Publishing and Broadcast Divisions to provide online news, information and entertainment to its customers without geographic restrictions. The Division is comprised of more than 50 interactive enterprises, as well as minority investments in several companies. In October 2003, the Company sold Media General Financial Services, Inc., a component of its IMD. During 2002, the Division purchased the assets of Boxerjam Media, an online puzzle and game provider. The Division continues to focus on two important areas of the interactive business: improving content and driving advertising sales. As the Internet is both a medium and a marketplace, direct online sales are increasing because of expanded viewership and enhanced content. This increasing popularity has enabled the Company’s two largest websites, TBO.com and timesdispatch.com, to become profitable in 2004.

Among the online enterprises included in the Interactive Media Division, each of the Company’s daily newspapers and television stations is affiliated with a website featuring content from its published products or its television offerings. Online revenues are derived primarily from advertising, which includes various classified products as well as banner and sponsorship advertisements. The most successful revenue initiatives have involved classified products placed on the Company’s websites; these products represent

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approximately 65% of the Division’s revenues in 2004. The majority of these revenues are derived from upsell arrangements which have been successfully rolled-out to all markets. Under these upsell arrangements, customers pay an additional fee to have their classified advertisement placed online simultaneously with its publication in the newspaper.

The Interactive Media Division is acting as a catalyst in the Company’s convergence efforts, which can best be seen at TBO.com, where content from both The Tampa Tribune and WFLA-TV is combined with new content produced by TBO.com and leveraged to create the most comprehensive online news and information service in the Tampa metropolitan area. The Company expects that the Division will become cash flow positive late in 2006.

The Company’s online enterprises compete for advertising, as well as for users’ discretionary time, against newspapers, magazines, radio, broadcast and cable television, other websites and other promotional media. These websites compete for users principally on the basis of depth of content, and for advertisers primarily on the strength of technology to deliver advertisements and the quality of that delivery.

Item 2. Properties

The headquarters buildings of Media General, Inc., and the Richmond Times-Dispatch are adjacent to one another in downtown Richmond, Virginia. The Company includes in its results the Variable Interest Entity (VIE) that owns both of these buildings; the Company has an option to purchase these buildings. The Company owns a third adjacent building which houses the Interactive Media Division’s and Broadcast Division’s management. The Richmond newspaper is printed at a production and distribution facility located on a site (approximately 80 acres) in Hanover County, Virginia, near Richmond; the acreage beyond the foreseeable needs of the Company is being actively marketed. The Company owns eight other daily newspapers in Virginia, all of which are printed in or around their respective cities at production and distribution facilities situated on parcels of land ranging from one-half acre to six acres. The Tampa, Florida, newspaper is located in a single unit production plant and office building located on a six acre tract in that city. The headquarters of the Company’s Brooksville and Sebring, Florida, daily newspapers are located on leased property in their respective cities; however, these newspapers are printed at the Tampa production facility. The Winston-Salem newspaper is headquartered in one facility in downtown Winston-Salem; its newspaper is printed at a production and distribution facility located on a nearby 11 acre site. The remaining twelve daily newspapers (seven in North Carolina, three in Alabama, and one each in South Carolina and Florida) are printed at production and distribution facilities on sites which range from one-half acre to seven acres, all located in or around their respective cities. The Company owns substantially all of its newspaper production equipment, production buildings and the land where these production facilities reside.

The Company’s broadcast television station, WFLA-TV in Tampa, Florida, occupies its headquarters and studio building; the Company includes in its results the VIE that owns this building and has an option to purchase the building. This building adjoins The Tampa Tribune. This structure also serves as a multimedia news center where efforts are combined and information is shared among The Tampa Tribune, WFLA-TV and TBO.com.

The Company’s 26 television stations are located in 12 states (ten southeastern) as follows: four each in Georgia and Kansas; three in Florida and South Carolina; two each in Alabama, Mississippi, North Carolina, and Tennessee; and one in Iowa, Kentucky, Louisiana, and Virginia. Substantially all of the television stations are located on land owned by the Company. Seventeen station tower sites are owned by the Company; nine are leased.

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The Interactive Media Division operates out of and in conjunction with the Publishing and Broadcast properties.

The Company considers all of its properties, together with the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present and foreseeable future needs.

Item 3. Legal Proceedings

As part of its third quarter 2000 sale of Garden State Paper, the Company entered into a seven-year financial newsprint swap agreement with Enron North America Corporation (Enron). In late November of 2001 the Company terminated the newsprint swap agreement for reasons including misrepresentations made by Enron at the time the contract was signed. Enron filed for bankruptcy shortly thereafter. The Company believed that no further payments were due by either party under the agreement. Enron disputed the Company’s position, and in late 2003, filed a claim for damages and certain declaratory relief. The Company has since settled this matter together with certain claims that it had made against the Enron bankruptcy estate for an amount less than it had accrued.

Item 4. Submission of Matters to a Vote of Security Holders

None

Executive Officers of the Registrant

Name	Age	Position and Office	Year First Took Office*
J. Stewart Bryan III	66	Chairman, Chief Executive Officer	1985
Marshall N. Morton	59	Vice Chairman, Chief Financial Officer	1989
O. Reid Ashe, Jr.	56	President, Chief Operating Officer	2001
H. Graham Woodlief, Jr.	60	Vice President, President of Publishing Division	1989
James A. Zimmerman	58	Vice President, President of Broadcast Division	2001

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Name	Age	Position and Office	Year First Took Office*
Neal F. Fondren	46	Vice President, President of Interactive Media Division	2001
Lou Anne J. Nabhan	50	Vice President, Corporate Communications	2001
Stephen Y. Dickinson	59	Controller	1989
George L. Mahoney	52	General Counsel, Secretary	1993
John A. Schauss	49	Treasurer	2001

* The year indicated is the year in which the officer first assumed an office with the Company.

Officers of the Company are elected at the Annual Meeting of the Board of Directors to serve, unless sooner removed, until the next Annual Meeting of the Board of Directors and/or until their successors are duly elected and qualified.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Reference is made to page 49 of the 2004 Annual Report to Stockholders, which is incorporated herein by reference, for information required by this item.

Item 6. Selected Financial Data

Reference is made to pages 50 and 51 of the 2004 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to pages 19 through 25 of the 2004 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Reference is made to pages 23, 34, and 39 of the 2004 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 8. Financial Statements and Supplementary Data

Consolidated financial statements of the Company as of December 26, 2004, and December 28, 2003, and for each of the three fiscal years in the period ended December 26, 2004, and the independent registered public accounting firm’s report thereon, as well as the Company’s unaudited quarterly financial data for the fiscal years ended December 26, 2004, and December 28, 2003, are incorporated herein by reference from the 2004 Annual Report to Stockholders pages 28 through 49.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

The Company’s management, including the chief executive officer and chief financial officer, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

The Company’s attestation report on internal control over financial reporting as of December 26, 2004, and the independent registered public accounting firm’s report on internal control over financial reporting as of December 26, 2004, are incorporated herein by reference from the 2004 Annual Report to Stockholders pages 26 and 27.

There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended December 26, 2004, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 28, 2005, with respect to directors, executive officers, Code of Business Conduct and Ethics, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, except as to certain information regarding executive officers included in Part I.

Item 11. Executive Compensation

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 28, 2005.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 28, 2005.

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Item 13. Certain Relationships and Related Transactions

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 28, 2005.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 28, 2005.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) 1. and 2. Financial Statement Schedules

The financial statements and schedules listed in the accompanying index to financial statements and financial schedules are filed as part of this annual report.

3.    Exhibits

The exhibits listed in the accompanying index to exhibits are filed as part of this annual report.

Index to Financial Statements and Financial Statement Schedules - Item 15(a)

	Form 10-K	Annual Report to Stockholders
Media General, Inc. (Registrant)
Report of management on Media General, Inc.’s internal control over financial reporting		26
Report of independent registered public accounting firm on internal control over financial reporting		27
Report of independent registered public accounting firm		28
Consolidated statements of operations for the fiscal years ended December 26, 2004, December 28, 2003, and December 29, 2002		29
Consolidated balance sheets at December 26, 2004, and December 28, 2003		30-31
Consolidated statements of stockholders’ equity for the fiscal years ended December 26, 2004, December 28, 2003, and December 29, 2002		32
Consolidated statements of cash flows for the fiscal years ended December 26, 2004, December 28, 2003, and December 29, 2002		33
Notes 1 through 11 to the consolidated financial statements		34-48
Note 12 to the consolidated financial statements	11-19
Schedule:
II - Valuation and qualifying accounts and reserves for the fiscal years ended December 26, 2004, December 28, 2003, and December 29, 2002	20

Schedules other than Schedule II, listed above, are omitted since they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

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The consolidated financial statements of Media General, Inc. (except for Note 12 which is provided below), listed in the above index which are included in the Annual Report to Stockholders of Media General, Inc., for the fiscal year ended December 26, 2004, are incorporated herein by reference. With the exception of the pages listed in the above index and the information incorporated by reference included in Parts I, II and III, the 2004 Annual Report to Stockholders is not deemed filed as part of this report.

The following financial statement footnote was not included in the Annual Report:

Note 12: Guarantor Financial Information

In August 2001, the Company filed a universal shelf registration for combined public debt or equity securities totaling up to $1.2 billion (see Note 5). The Company’s subsidiaries are 100% owned except for certain VIEs described in Note 1; all subsidiaries except those in the non-guarantor column (which includes the VIEs and the Company’s discontinued operations) currently guarantee the debt securities issued from the shelf. These guarantees are full and unconditional and on a joint and several basis. The following financial information presents condensed consolidating balance sheets, statements of operations, and statements of cash flows for the parent company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with certain eliminations.

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Media General, Inc.

Condensed Consolidating Balance Sheets

As of December 26, 2004

(In thousands)

	Media General Corporate			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Media General Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	7,584		$	2,239	$	—		$	—		$	9,823
Accounts receivable, net		—			117,177		—			—			117,177
Inventories		2			8,019		—			—			8,021
Other		47,698			52,664		322			(64,858	)		35,826
Total current assets		55,284			180,099		322			(64,858	)		170,847
Investments in unconsolidated affiliates		11,165			82,112		—			—			93,277
Investments in and advances to subsidiaries		1,644,510			1,040,800		5,721			(2,691,031	)		—
Other assets		36,745			22,017		914			—			59,676
Property, plant and equipment, net		17,523			327,316		79,860			(2,400	)		422,299
Excess of cost over fair value of net identifiable assets of acquired businesses		—			832,004		—			—			832,004
FCC licenses and other intangibles		—			790,709		—			—			790,709
Total assets	$	1,765,227		$	3,275,057	$	86,817		$	(2,758,289	)	$	2,368,812
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,043		$	15,963	$	—		$	(6	)	$	27,000
Accrued expenses and other liabilities		67,792			88,907		322			(64,858	)		92,163
Income taxes payable		—			7,708		—			—			7,708
Total current liabilities		78,835			112,578		322			(64,864	)		126,871
Long-term debt		437,960			—		95,320			—			533,280
Deferred income taxes		(60,039	)		450,171		—			—			390,132
Other liabilities and deferred credits		126,278			6,695		—			1,787			134,760
Stockholders’ equity
Common stock		118,930			4,872		—			(4,872	)		118,930
Additional paid-in capital		46,067			2,027,288		4,187			(2,031,475	)		46,067
Accumulated other comprehensive income (loss)		(52,502	)		1,850		—			—			(50,652	)
Unearned compensation		(9,408	)		—		—			—			(9,408	)
Retained earnings		1,079,106			671,603		(13,012	)		(658,865	)		1,078,832
Total stockholders’ equity		1,182,193			2,705,613		(8,825	)		(2,695,212	)		1,183,769
Total liabilities and stockholders’ equity	$	1,765,227		$	3,275,057	$	86,817		$	(2,758,289	)	$	2,368,812

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Media General, Inc.

Condensed Consolidating Balance Sheets

As of December 28, 2003

(In thousands)

	Media General Corporate			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Media General Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	7,343		$	3,232	$	—		$	—		$	10,575
Accounts receivable, net		—			113,226		—			—			113,226
Inventories		2			6,169		—			—			6,171
Other		41,742			53,260		261			(62,614	)		32,649
Total current assets		49,087			175,887		261			(62,614	)		162,621
Investments in unconsolidated affiliates		10,418			79,576		—			—			89,994
Investments in and advances to subsidiaries		1,691,763			906,696		5,721			(2,604,180	)		—
Other assets		33,492			25,450		1,335			—			60,277
Property, plant and equipment, net		21,027			332,734		82,727			(2,400	)		434,088
Excess of cost over fair value of net identifiable assets of acquired businesses		—			832,004		—			—			832,004
FCC licenses and other intangibles		—			807,771		—			—			807,771
Total assets	$	1,805,787		$	3,160,118	$	90,044		$	(2,669,194	)	$	2,386,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,352		$	12,864	$	—		$	(6	)	$	22,210
Accrued expenses and other liabilities		60,497			85,281		261			(62,615	)		83,424
Income taxes payable		—			8,769		—			—			8,769
Total current liabilities		69,849			106,914		261			(62,621	)		114,403
Long-term debt		531,969			—		95,320			—			627,289
Deferred income taxes		(66,494	)		429,263		—			—			362,769
Other liabilities and deferred credits		166,238			6,808		—			1,787			174,833
Stockholders’ equity
Common stock		117,727			4,872		—			(4,872	)		117,727
Additional paid-in capital		34,595			2,027,288		4,187			(2,031,475	)		34,595
Accumulated other comprehensive income (loss)		(54,304	)		3,320		—			—			(50,984	)
Unearned compensation		(11,670	)		—		—			—			(11,670	)
Retained earnings		1,017,877			581,653		(9,724	)		(572,013	)		1,017,793
Total stockholders’ equity		1,104,225			2,617,133		(5,537	)		(2,608,360	)		1,107,461
Total liabilities and stockholders’ equity	$	1,805,787		$	3,160,118	$	90,044		$	(2,669,194	)	$	2,386,755

13

Media General, Inc.

Condensed Consolidating Statements of Operations

Fiscal Year Ended December 26, 2004

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Media General Consolidated
Revenues	$	171,616		$	1,019,061		$	—		$	(290,257	)	$	900,420
Operating costs:
Production		—			375,752			—			—			375,752
Selling, general and administrative		161,033			440,699			—			(292,432	)		309,300
Depreciation and amortization		2,408			60,760			2,868			—			66,036
Total operating costs		163,441			877,211			2,868			(292,432	)		751,088
Operating income (loss)		8,175			141,850			(2,868	)		2,175			149,332
Operating income (expense):
Interest expense		(28,672	)		(5	)		(2,405	)		—			(31,082	)
Investment income – unconsolidated affiliates		743			808			—			—			1,551
Investment income – consolidated affiliates		86,852			—			—			(86,852	)		—
Other, net		7,310			167			2,175			(2,175	)		7,477
Total other income (expense)		66,233			970			(230	)		(89,027	)		(22,054	)
Income (loss) before income taxes		74,408			142,820			(3,098	)		(86,852	)		127,278
Income tax expense (benefit)		(5,777	)		52,870			—			—			47,093
Net income (loss)		80,185			89,950			(3,098	)		(86,852	)		80,185
Other comprehensive income (loss) (net of tax)		1,802			(1,470	)		—			—			332
Comprehensive income (loss)	$	81,987		$	88,480		$	(3,098	)	$	(86,852	)	$	80,517

14

Media General, Inc.

Condensed Consolidating Statements of Operations

Fiscal Year Ended December 28, 2003

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Media General Consolidated
Revenues	$	161,617		$	954,955		$	—		$	(279,149	)	$	837,423
Operating costs:
Production		—			356,694			—			—			356,694
Selling, general and administrative		158,509			414,563			—			(280,086	)		292,986
Depreciation and amortization		3,518			60,515			1,434			—			65,467
Total operating costs		162,027			831,772			1,434			(280,086	)		715,147
Operating income (loss)		(410	)		123,183			(1,434	)		937			122,276
Operating income (expense):
Interest expense		(33,356	)		(5	)		(1,063	)		—			(34,424	)
Investment income (loss) – unconsolidated affiliates		709			(5,381	)		—			—			(4,672	)
Investment income – consolidated affiliates		68,807			—			—			(68,807	)		—
Other, net		5,024			5,642			937			(937	)		10,666
Total other income (expense)		41,184			256			(126	)		(69,744	)		(28,430	)
Income (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle		40,774			123,439			(1,560	)		(68,807	)		93,846
Income tax expense (benefit)		(11,157	)		45,957			—			—			34,800
Income (loss) from continuing operations before cumulative effect of change in accounting principle		51,931			77,482			(1,560	)		(68,807	)		59,046
Income from discontinued operations		—			—			964			—			964
Gain on sale of discontinued operations		6,754			—			—			—			6,754
Cumulative effect of change in accounting principle		—			—			(8,079	)		—			(8,079	)
Net income (loss)		58,685			77,482			(8,675	)		(68,807	)		58,685
Other comprehensive loss (net of tax)		(3,985	)		(220	)		—			—			(4,205	)
Comprehensive income (loss)	$	54,700		$	77,262		$	(8,675	)	$	(68,807	)	$	54,480

15

Media General, Inc.

Condensed Consolidating Statements of Operations

Fiscal Year Ended December 29, 2002

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Media General Consolidated
Revenues	$	160,831		$	942,502		$	—	$	(271,751	)	$	831,582
Operating costs:
Production		—			345,647			—		—			345,647
Selling, general and administrative		143,268			400,913			—		(271,751	)		272,430
Depreciation and amortization		4,381			61,020			—		—			65,401
Total operating costs		147,649			807,580			—		(271,751	)		683,478
Operating income		13,182			134,922			—		—			148,104
Operating income (expense):
Interest expense		(47,842	)		(32	)		—		—			(47,874	)
Investment loss – unconsolidated affiliates		(172	)		(13,957	)		—		—			(14,129	)
Investment loss – consolidated affiliates		(52,257	)		—			—		52,257			—
Other, net		4,945			(5,060	)		—		—			(115	)
Total other income (expense)		(95,326	)		(19,049	)		—		52,257			(62,118	)
Income (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle		(82,144	)		115,873			—		52,257			85,986
Income tax expense (benefit)		(9,227	)		43,171			—		—			33,944
Income (loss) from continuing operations before cumulative effect of change in accounting principle		(72,917	)		72,702			—		52,257			52,042
Income from discontinued operations		—			—			1,377		—			1,377
Cumulative effect of change in accounting principle		—			(126,336	)		—		—			(126,336	)
Net income (loss)		(72,917	)		(53,634	)		1,377		52,257			(72,917	)
Other comprehensive income (loss) (net of tax)		(30,183	)		4,417			—		—			(25,766	)
Comprehensive income (loss)	$	(103,100	)	$	(49,217	)	$	1,377	$	52,257		$	(98,683	)

16

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 26, 2004

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Media General Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	102,987		$	35,210		$	191		$	138,388
Cash flows from investing activities:
Capital expenditures		(2,425	)		(35,410	)		—			(37,835	)
Other investments		—			(2,204	)		—			(2,204	)
Other, net		29			1,411			—			1,440
Net cash used by investing activities		(2,396	)		(36,203	)		—			(38,599	)
Cash flows from financing activities:
Increase in debt		313,500			—			—			313,500
Repayment of debt		(407,509	)		—			—			(407,509	)
Cash dividends paid		(18,955	)		—			—			(18,955	)
Other, net		12,614			—			(191	)		12,423
Net cash used by financing activities		(100,350	)		—			(191	)		(100,541	)
Net increase (decrease) in cash and cash equivalents		241			(993	)		—			(752	)
Cash and cash equivalents at beginning of year		7,343			3,232			—			10,575
Cash and cash equivalents at end of period	$	7,584		$	2,239		$	—		$	9,823

17

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 28, 2003

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Media General Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	110,517		$	16,151		$	95		$	126,763
Cash flows from investing activities:
Capital expenditures		(2,506	)		(29,258	)		(10	)		(31,774	)
Purchase of business		—			(375	)		—			(375	)
Proceeds from sale of investment and discontinued operations		12,446			16,840			—			29,286
Contribution to unconsolidated affiliate		—			(2,000	)		—			(2,000	)
Other investments		—			(2,973	)		—			(2,973	)
Other, net		20			500			—			520
Net cash provided (used) by investing activities		9,960			(17,266	)		(10	)		(7,316	)
Cash flows from financing activities:
Increase in debt		286,000			—			—			286,000
Repayment of debt		(396,968	)		—			—			(396,968	)
Cash dividends paid		(17,800	)		—			—			(17,800	)
Other, net		8,702			—			(85	)		8,617
Net cash used by financing activities		(120,066	)		—			(85	)		(120,151	)
Net increase (decrease) in cash and cash equivalents		411			(1,115	)		—			(704	)
Cash and cash equivalents at beginning of year		6,932			4,347			—			11,279
Cash and cash equivalents at end of period	$	7,343		$	3,232		$	—		$	10,575

18

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 29, 2002

(In thousands)

	Media General Corporate			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Media General Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	140,945		$	36,294		$	2		$	177,241
Cash flows from investing activities:
Capital expenditures		(2,821	)		(35,080	)		(2	)		(37,903	)
Purchase of business		(1,124	)		—			—			(1,124	)
Other investments		—			(1,633	)		—			(1,633	)
Other, net		5,431			116			—			5,547
Net cash provided (used) by investing activities		1,486			(36,597	)		(2	)		(35,113	)
Cash flows from financing activities:
Increase in debt		251,000			—			—			251,000
Repayment of debt		(384,986	)		(105	)		—			(385,091	)
Cash dividends paid		(16,662	)		—			—			(16,662	)
Other, net		10,767			—			—			10,767
Net cash used by financing activities		(139,881	)		(105	)		—			(139,986	)
Net increase (decrease) in cash and cash equivalents		2,550			(408	)		—			2,142
Cash and cash equivalents at beginning of year		4,382			4,755			—			9,137
Cash and cash equivalents at end of period	$	6,932		$	4,347		$	—		$	11,279

19

Media General, Inc.

Schedule II - Valuation and Qualifying Accounts and Reserves

Fiscal Years Ended December 26, 2004, December 28, 2003, and December 29, 2002

	Balance at Beginning of period		Additions charged to expense-net		Deductions Net			Transfers			Balance at end of period
2004
Allowance for doubtful accounts	$	7,010,697	$	4,417,930	$	(5,434,577	)	$	—		$	5,994,050
2003
Allowance for doubtful accounts	$	6,778,093	$	4,578,502	$	(4,314,061	)	$	(31,837	)(a)	$	7,010,697
2002
Allowance for doubtful accounts	$	8,085,119	$	3,942,289	$	(5,249,315	)	$	—		$	6,778,093

(a) Amount associated with net acquisitions and dispositions of businesses.

20

Index to Exhibits

Exhibit Number	Description
3(i)	Articles of Incorporation of Media General, Inc., amended and restated as of May 28, 2004, incorporated by reference to Exhibit 3(i) of Form 10-Q for the fiscal period ended June 27, 2004.
3(ii)	Bylaws of Media General, Inc., amended and restated as of May 28, 2004, incorporated by reference to Exhibit 3(ii) of Form 10-Q for the fiscal period ended June 27, 2004.
10.1	Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2.2 of Registration Statement 2-56905.
10.2	Additional Form of Option to be granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 2 to Post-Effective Amendment No. 3 Registration Statement 2-56905.
10.3	Addendum dated January 1984, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.13 of Form 10-K for the fiscal year ended December 31, 1983.
10.4	Addendum dated June 19, 1992, to Form of Option granted under the 1976 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.15 of Form 10-K for the fiscal year ended December 27, 1992.
10.5	Addendum dated June 19, 1992, to Form of Option granted under the 1987 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 10.20 of Form 10-K for the fiscal year ended December 27, 1992.
10.6	Shareholders Agreement, dated May 28, 1987, between Mary Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III, and as trustees under D. Tennant Bryan Media Trust, and Media General, Inc., D. Tennant Bryan and J. Stewart Bryan III, incorporated by reference to Exhibit 10.50 of Form 10-K for the fiscal year ended December 31, 1987.
10.7	Media General, Inc., Supplemental 401(K) Plan, amended and restated as of April 29, 2004.
10.8	Media General, Inc., Executive Supplemental Retirement Plan, amended and restated as of November 24, 2003, incorporated by reference to Exhibit 10.8 of Form 10-K for the fiscal year ended December 28, 2003.
10.9	Deferred Income Plan for Selected Key Executives of Media General, Inc., and form of Deferred Compensation Agreement thereunder dated as of December 1, 1984, incorporated by reference to Exhibit 10.29 of Form 10-K for the fiscal year ended December 31, 1989.

21

10.10	Media General, Inc., Management Performance Award Program, adopted November 16, 1990, and effective January 1, 1991, incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 29, 1991.
10.11	Media General, Inc., Deferred Compensation Plan, amended and restated as of January 1, 1999, incorporated by reference to Exhibit 4.3 of Registration Statement 333-69527.
10.12	Media General, Inc., ERISA Excess Benefits Plan, amended and restated as of November 17, 1994, incorporated by reference to Exhibit 10.33 of Form 10-K for the fiscal year ended December 25, 1994.
10.13	Media General, Inc., 1995 Long-Term Incentive Plan, amended and restated as of May 18, 2001, incorporated by reference to Appendix B of the Proxy Statement dated April 2, 2001.
10.14	Media General, Inc., 1996 Employee Non-Qualified Stock Option Plan, amended as of December 31, 2001.
10.15	Media General, Inc., 1997 Employee Restricted Stock Plan, amended as of December 31, 2001.
10.16	Media General, Inc., Directors’ Deferred Compensation Plan, amended and restated as of November 16, 2001.
10.17	Form of an executive life insurance agreement between the Company and certain executive officers, incorporated by reference to exhibit 10.17 of Form 10-K for the fiscal year ended December 29, 2002.
10.18	Media General, Inc., Executive Automobile Program.
10.19	Media General, Inc., Executive Financial Planning and Income Tax Program.
10.20	Media General, Inc., Executive Health Program adopted November 22, 2004.
10.21	Amended and Restated Partnership Agreement, dated November 1, 1987, by and among Virginia Paper Manufacturing Corp., KR Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated by reference to Exhibit 10.31 of Form 10-K for the fiscal year ended December 31, 1987.
10.22	Amended and Restated Umbrella Agreement, dated November 1, 1987, by and among Media General, Inc., Knight - Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.34 of Form 10-K for the fiscal year ended December 31, 1987.

22

10.23	Amended Newsprint Purchase Contract, dated November 1, 1987, by and among Southeast Paper Manufacturing Co., Media General, Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc., incorporated by reference to Exhibit 10.35 of Form 10-K for the fiscal year ended December 31, 1987.
10.24	Television affiliation letter agreement, dated April 16, 2001, between Media General Broadcast Group and the NBC Television Network incorporated by reference to Exhibit 10.24 of Form 10-K for the fiscal year ended December 30, 2001.
10.25	Credit Agreement, dated June 29, 2001, among Media General, Inc., and various lenders, incorporated by reference to Exhibit 10.1 of Form 10-Q for the period ended July 1, 2001.
10.26	Third Amended and Restated Shareholders’ Agreement dated June 30, 1999, by and among Media General, Inc., Media News Group, Inc., and Denver Newspapers, Inc., incorporated by reference to Exhibit 10.24 of Form 10-K for the fiscal year ended December 28, 2003.
13	Media General, Inc., Annual Report to Stockholders for the fiscal year ended December 26, 2004.
21	List of subsidiaries of the registrant.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Section 302 Chief Executive Officer Certification
31.2	Section 302 Chief Financial Officer Certification
32	Section 906 Chief Executive Officer and Chief Financial Officer Certification
	Note:    Exhibits 10.1 - 10.20 are management contracts or compensatory plans, contracts or arrangements.

23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDIA GENERAL, INC.
Date: March 9, 2005
	/s/ J. Stewart Bryan III
	J. Stewart Bryan III, Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Marshall N. Morton	Vice Chairman, Chief Financial Officer and Director	March 9, 2005
Marshall N. Morton
/s/ O. Reid Ashe, Jr.	President, Chief Operating Officer and Director	March 9, 2005
O. Reid Ashe, Jr.
/s/ Stephen Y. Dickinson	Controller	March 9, 2005
Stephen Y. Dickinson
/s/ Charles A. Davis	Director	March 9, 2005
Charles A. Davis
/s/ C. Boyden Gray	Director	March 9, 2005
C. Boyden Gray
/s/ Thompson L. Rankin	Director	March 9, 2005
Thompson L. Rankin
/s/ Wyndham Robertson	Director	March 9, 2005
Wyndham Robertson
/s/ Walter E. Williams	Director	March 9, 2005
Walter E. Williams
/s/ Coleman Wortham III	Director	March 9, 2005
Coleman Wortham III

24

EX-10.7

Exhibit 10.7

MEDIA GENERAL, INC.

SUPPLEMENTAL 401(k) PLAN

Amended and Restated as of April 29, 2004

ARTICLE I

INTRODUCTION

Purpose of the Plan. The purpose of the Media General, Inc. Supplemental 401(k) Plan (the “Plan”) is to provide supplemental retirement savings to the Eligible Employees under the Plan, through a program of compensation reduction deferrals (that are matched, in part, by employer contributions, in accordance with the terms of the Plan). This Plan is specifically designed to allow a select group of key executives, whose pay exceeds the Internal Revenue Code Section 401(a)(17) compensation limit and whose elective deferral contributions to the MG Advantage 401(k) Plan (the “401 (k) Plan”) are thereby limited under the provisions of the Code, to defer compensation under this Plan by means of compensation reductions (and otherwise receive the benefit of partial employer matching provided under the Plan).

ARTICLE II

DEFINITIONS

Wherever used herein, the following terms have the following meanings (unless a different meaning is clearly required by the context):

2.01 “Administrator” means the Company or other person, entity or committee appointed to administer the Plan, in accordance with Article III.

2.02 “Affiliated Company” means (a) any corporation (other than the Company) that is a member of a controlled group of corporations (as defined in Code Section 414(b)) with the Company, (b) any trade or business (other than the Company), whether or not incorporated, that is under common control (as defined in Code Section 414(c)) with the Company, and (c) any trade or business (other than the Company) that is a member of an affiliated service group (as defined in Code Section 414(m)) of which the Company is also a member, provided that, the term “Affiliated Company” shall not include any corporation or unincorporated trade or business prior to the date on which such corporation, trade or business satisfies the affiliation or control tests of (a), (b) or (c) above.

2.03 “Beneficiary” means the person or persons entitled under Article VIII to receive benefits under the Plan upon the death of the Participant.

2.04 “Board of Directors” means the Board of Directors of the Company.

2.05 “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes references to any comparable or succeeding provisions of any legislation that amends, supplements, or replaces such section or subsection.

Page 1 of 11

2.06 “Company” means Media General, Inc., a Virginia corporation, and any successor to all or a major portion of its assets or business that assumes the obligations of the Company.

2.07 “Compensation” means compensation as defined under the 401(k) Plan, without regard to any reduction in compensation by reason of any compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitations otherwise imposed under the Internal Revenue Code). Otherwise, as to compensation for Plan purposes, see “Plan Compensation” below.

2.08 “Computation Period” means an Eligibility Computation Period or a Vesting Computation Period, as the context requires herein.

2.09 “Effective Date” means August 1, 1987. The Plan was amended and restated, effective November 17, 1994; was amended and restated again effective as of July 1, 2002; and then, most recently, has been amended and restated effective as of April 29, 2004. The “Effective Date” of this amendment and restatement is April 29, 2004.

2.10 “Eligible Employee” means:

1) an Employee of the Company or a Participating Employer;

2) who receives annual Compensation in excess of the compensation dollar limit imposed under Internal Revenue Code Section 401(a) (17) each year (for example, $205,000 for calendar year 2004); and

3) who otherwise is selected by the Company to participate in this Plan in accordance with the provisions of the Plan (and who has not thereafter become ineligible to participate).

“Eligible Employee” shall exclude any Employee hired on an occasional or temporary basis. Also, “Eligible Employee” shall exclude any Employee covered under a collective bargaining agreement entered into by an Employer. Further, “Eligible Employee” shall exclude any independent contractor of any Employer. Otherwise, “Eligible Employee” shall exclude any employee who is not reported on an Employer’s payroll records as a common law employee, even if later reclassified by any court or administrative agency as a common law employee of the Employer.

2.11 “Employee” means any person who is employed by an Employer, but excludes any person who is employed as an independent contractor.

2.12 “Employer” means the Company and any Participating Employer that shall adopt this Plan. When used in the Plan, the term “Employer” shall refer to the specific Employer of the Employee(s) or Participant(s) under consideration, rather than to all of the Employers in the aggregate, unless the context requires otherwise.

2.13 “401(k) Plan” means the MG Advantage 401(k) Plan (formerly the Thrift Plan Plus for Employees of Media General, Inc.).

2.14 “Matching Contribution” means, in the case of any Participant in the Plan, any unfunded matching contribution allocation made for the benefit of the Participant by a Participating Employer under Section 5.03.

Page 2 of 11

2.15 “Matching Contribution Account” means, for any Participant, the unfunded Plan recordkeeping account described in Section 7.01 to which Matching Contributions for the Participant’s benefit (and earnings attributable thereto) are credited under the Plan.

2.16 “Normal Retirement Date” means the date on which the Participant attains age 65 (the “Normal Retirement Age”).

2.17 “Participant” means each Eligible Employee who participates in the Plan, in accordance with Article IV hereof.

2.18 “Participating Employer” means the Company and any Affiliated Company that has adopted the Plan with the approval of the Company’s Board of Directors.

2.19 “Plan” means the Media General, Inc. Supplemental 401(k) Plan (formerly the Media General, Inc. Supplemental Thrift Plan) as set forth herein, together with any and all amendments and supplements hereto.

2.20 “Plan Compensation” means the excess (if any) of:

1) the Participant’s Compensation for the Plan Year, as defined above and under the 401(k) Plan, without regard to any reduction in compensation by reason of any compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitation otherwise imposed under the Internal Revenue Code); over,

2) the annual tax-qualified plan compensation limitation set forth under Internal Revenue Code Section 401(a) (17), as adjusted for that Plan Year.

For example, Plan Compensation for the 2004 Plan Year for a Participant with overall Compensation of $250,000 would be $45,000 ($250,000 - $205,000 = $45,000).

2.21 “Plan Year” means the calendar year.

2.22 “Stock” means the Class A common stock of the Company.

2.23 “Supplemental Contribution” means, in the case of any Participant, that portion of a Participant’s Plan Compensation that is deferred under the Plan in accordance with Article V hereof.

2.24 “Supplemental Contribution Account” means, for any Participant, the unfunded plan recordkeeping account described in Section 7.01 to which Supplemental Contributions for the Participant’s benefit (and earnings attributable thereto) are credited under the Plan.

2.25 “Trust” means the trust of trusts, if any, that may be established between the Company and a Trustee for the convenience of the Company, in connection with the Company’s maintenance and operation of the Plan. All assets of any such trust shall be held solely for the benefit of, the Company; or, otherwise, shall be held in trust subject to the claims of the Company’s creditors. The Plan shall remain solely an unfunded promise of the Company to pay benefits to Plan participants.

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2.26 “Trust Fund” means any property held in trust by the Trustee for the benefit of the Company (or held in trust, subject to the claims of the Company’s creditors).

2.27 “Trustee” means any person or persons appointed as Trustee pursuant to Section 6.02, any successor trustee or trustees, and any additional trustee or trustees.

2.28 “Valuation Date” means, except as provided in Section 9.02 or unless the Plan Administrator determines otherwise, the last business day of each calendar month after the Effective Date.

ARTICLE III

ADMINISTRATION

3.01 Administrator. The plan will be administered by the Company or by any person, entity or committee appointed from time to time by the Board of Directors to serve at its pleasure. A Participant may be appointed to serve as Administrator at the discretion of the Board of Directors. Except as may be directed by the Company, no person serving as Administrator will receive any compensation for his services as Administrator. The Company shall provide the Trustee with a written certification stating the name or names of the Administrator (or the designated persons authorized to direct the Trustee on behalf of the Administrator). The Trustee shall be entitled to rely upon such certification as to the identity of the Administrator (and any designated authorized persons) until the Company otherwise notifies the Trustee.

3.02 Powers of Administrator. The Administrator will have full and exclusive power and discretion to administer the Plan, including as to all of its details. For this purpose, the Administrator’s power will include, but will not be limited to, the following authority:

(a) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan or as required to comply with applicable law;

(b) to interpret the Plan, its interpretation thereof in good faith to be final and conclusive as to any Employee, former Employee, Participant, former Participant and Beneficiary;

(c) to decide all questions concerning the Plan;

(d) to compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits will be paid;

(e) to authorize the payment of Plan benefits;

(f) to keep such records and submit such filings, elections, applications, returns or other documents or forms as may be required under the Code and applicable regulations, or under state or local law and regulations; and

(g) to appoint such agents, counsel, accountants, consultants and recordkeepers as may be required to assist in administering the Plan.

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3.03 Examination of Records. The Administrator will make available to each Participant such Plan records as pertain to the Participant, for examination at reasonable times during normal business hours.

3.04 Nondiscriminatory Exercise of Authority. Whenever, in the administration of the Plan, any discretionary review or action by the Administrator is required, the Administrator shall exercise such authority in a nondiscriminatory manner (so that all persons who are similarly situated will receive substantially the same treatment).

3.05 Reliance on Tables, etc. In administering the Plan, the Administrator will be entitled, to the extent permitted by law, to rely conclusively on all tables, valuations, certificates, opinions and reports that are furnished by any trustee, counsel, accountant, consultant, recordkeeper or other professional who is employed or engaged by the Administrator or the Company.

3.06 Indemnification of Administrator and Trustee. The company agrees to indemnify and defend, to the fullest extent of the law, any Employee or former Employee who in good faith serves or has served in the capacity of Administrator, as a member of a committee designated as Administrator or as an authorized person acting on behalf of the Administrator, against any liabilities, damages, costs and expenses occasioned by having occupied any fiduciary position in connection with the Plan.

The Company agrees to indemnify and defend, to the fullest extent of the law, any claims against the Trustee arising from actions taken by the Trustee pursuant to instructions from the Company or the Administrator; or, if the Trustee may not act in the absence of such instructions, its failure to act in the absence of such instructions.

3.07 Costs of Administration. All reasonable costs and expenses incurred by the Administrator and the Trustee in administering the Plan and Trust will be paid by the Company.

ARTICLE IV

PARTICIPATION

4.01 Participation. An Eligible Employee, who has satisfied the criteria established by the Company and is selected for participation by the Company (in its sole discretion), may become a Participant as of the first day of any subsequent month, by delivering an executed compensation reduction agreement (described in Section 5.02) to the Administrator (if such agreement is received and accepted by the Administrator prior to the beginning of the month for which such compensation reduction election is to be effective).

4.02 Notice to Participants. The Administrator will inform each Employee who becomes eligible to participate in the Plan of his eligibility to participate (and execute a compensation reduction agreement).

ARTICLE V

DEFERRALS AND MATCHING CONTRIBUTIONS

5.01 Supplemental (Deferral) Contributions. For each Participant, who has in effect for any pay period an effective compensation reduction agreement and otherwise is receiving Plan Compensation from a Participating Employer during such pay period, the Employer will reduce the Participant’s Plan Compensation by (and the Company will record as a Supplemental Contribution) the amount (or percentage) of Plan Compensation specified in such Participant’s compensation reduction agreement. Each unfunded Supplemental Contribution will be credited to the Participant’s Supplemental Contribution Account, in accordance with Section 7.02.

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5.02 Compensation Reduction Agreements. For purposes of Section 5.01, a “compensation reduction agreement” is a written agreement between a Participant and his Participating Employer that satisfies the requirements of this Section 5.02. Each agreement will provide that the Participant’s Plan Compensation will be reduced by the amount specified in the agreement. The aggregate compensation reduction for each Plan Year, however, shall not exceed the Internal Revenue Code Section 415 “annual additions” dollar limit in force for that Plan Year (for example, $41,000 for year 2004). Each agreement will be in a form prescribed or approved by the Administrator. Further, each executed agreement received and accepted by the Administrator in accordance with Section 4.01 will be:

(a) irrevocable while the agreement is in effect with respect to Plan Compensation already earned; but

(b) revocable as to future pay (in accordance with the terms of the Plan, as provided below).

Otherwise, a Participant may elect to increase or decrease the amount by which his future Plan Compensation is to be reduced, by delivering a new compensation reduction agreement prior to the beginning of the month for which such new election is to be effective.

5.03 Matching Contributions. The Participating Employer shall provide to the Company, with respect to each Participant’s Matching Contribution Account for each Plan Year, an amount equal to the lesser of:

(a) one hundred percent (100%) of the amount of the Participant’s Supplemental Contribution for the Plan Year; or

(b) four percent (4%) of the Participant’s Plan Compensation for the Plan Year.

The Administrator shall estimate the unfunded Matching Contributions that will need to be recorded by the Company for the Participant during the Plan Year (based on the Participant’s compensation reduction agreement and expected Plan Compensation). The Administrator then shall divide the tentative, Matching Contribution for the Plan Year by the number of pay periods for the Participant for the Plan Year. The appropriate portion of the tentative Matching Contribution for the Plan Year, as determined above, will be credited to the Participant’s unfunded Matching Contribution Account at the same time that the Participant’s Supplemental Contributions are credited (after each pay period). Otherwise, the Employer or the Company may forward funds equivalent to such amount to the Trustee, as the Company elects.

Following the end of each Plan Year, the Administrator shall adjust each Participant’s final Matching Contributions for the completed Plan Year (to the final correct amount), by making a credit to, or deduction from, such Participant’s Matching Contribution Account (generally by January 31 of the following year).

If a Participant separates from employment prior to the end of the Plan Year, however, the Administrator generally shall proceed with final adjustment of the separated Participant’s Matching Contributions (by making a final credit to, or final deduction from, such Participant’s Matching Contribution Account by the last day of the month that next follows the Participant’s separation).

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ARTICLE VI

TRUST FUNDS

6.01 “Unfunded Plan”. The Plan shall be and remain “unfunded” for federal income tax purposes and for purposes of Title I of ERISA. The Plan shall constitute only an unfunded promise by the Company to make future Plan benefit payments. Nevertheless, for the convenience of the Company, a trust fund (or trust funds) may be established to invest certain Company assets for the purpose of paying certain benefits. Any such trust shall be maintained for the benefit of the Company (or, in any case, subject to the claims of the Company’s creditors). No Participant or Beneficiary shall have any right, title, or interest in, or to, any trust asset (and all assets shall remain subject to the claims of the Company’s creditors).

6.02 Appointment of Trustee. The Company may appoint, by written notice, one or more individuals or corporations to act as Trustee under the Plan; and, may remove and appoint a successor to any such person or persons (at any time). The Trustee, and any Successor Trustee, shall be entitled to written notice from the Company, stating the date on which the removal is effective. Written notice of removal, resignation or appointment shall be provided to all Trustees under the Plan. The Company may enter into a separate trust agreement with the Trustee and make such amendments to such trust agreement or such further agreements as the Company, in its sole discretion, may deem necessary or desirable.

6.03 Investment Funds Within the Trust Fund. All contributions to a Trust (and all investments thereunder) shall be held by the Trustee in the applicable Trust Fund. The Trust Fund shall consist of Stock held by the Trustee, all cash held by the Trustee resulting from the receipt of dividends or other distributions on Stock held in the Trust, and all contributions paid in cash. All cash held by the Trustee is to be invested in Stock as soon as reasonably practicable.

The Trustee, as directed by the Company, shall have the right to vote stock held in the Trust Fund, personally or by proxy, and to delegate the Trustee’s powers and discretions with respect to stock to a proxy.

6.04 Acquisition of Stock. The Trustee shall purchase the Stock required for the Trust from such sources, and at such prices, as the Trustee shall determine in its sole discretion.

6.05 Investment of Contributions and Earnings. All amounts credited to a Participant’s Supplemental Account and his Matching Contribution Account thereunder shall be hypothetically invested in Company Stock on the Plan’s records, as provided under the Plan’s provisions. Otherwise, any cash contributions delivered by the Company to a Trustee shall be invested in Company Stock as soon as reasonably practicable.

6.06 Protection of Trustee and Limitation of Liability. Each Trustee shall be fully protected in acting upon any instrument, certificate, or document believed by it to be genuine. The Trustee agrees to hold in trust and administer the Trust Fund subject to the terms and conditions of the Company, including as set forth under the Plan. The Trustee’s responsibility shall be limited to holding and investing the assets of the Fund in its possession (including voting Stock as provided in Section 6.03).

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ARTICLE VII

PARTICIPANT ACCOUNTS

7.01 Accounts. The Administrator shall maintain on its books for each Participant a Supplemental Contribution Account and a Matching Contribution Account. The Trustee may establish and maintain such sub-accounts as it deems necessary or desirable to fulfill the provisions of the Plan.

7.02 Adjustments of Accounts. The Administrator shall, as of each Valuation Date:

(a) First, with respect to each Participant, reduce the balance of his Supplemental Contribution Account (until exhausted) and then the balance of his Matching Contribution Account, by the aggregate amount of all withdrawals and distributions provided to the Participant (or his Beneficiary) since the preceding Valuation Date;

(b) Second, credit each Participant’s Supplemental Contribution Account with the sum of the Supplemental Contributions made for his benefit for the period ending on such Valuation Date;

(c) Third, credit each Participant’s Matching Contribution Account with the Matching Contributions made for his benefit for the period ending on such Valuation Date; and

(d) Fourth, adjust the respective balances of each Participant’s Supplemental Contribution Account and Matching Contribution Account, to reflect the hypothetical earnings, losses and current fair market value allocable to such accounts, whether by reference to any Trust established by the Company for its convenience or otherwise.

In adjusting each unfunded account under subsection (d) above to track the current value of assets in a Trust Fund, the Administrator will allocate to each account (in proportion to the balances therein immediately prior to such adjustment) an amount equal to the gain and loss (realized and unrealized) on the assets of the Trust Fund, valued at fair market value (including any costs of operating the Trust). In the case of each Participant (including any former Participant or Beneficiary), the Plan shall continue to maintain the unfunded accounts described herein, and adjust such accounts in the manner set forth above, until such Participant’s accounts are distributed in their entirety.

ARTICLE VIII

DISTRIBUTION OF BENEFITS

8.01 Separation from Employment. Upon the Participant’s separation from employment for any reason, each Participant (or his designated Beneficiary) will receive a Stock distribution in an amount equal to the final balance of his Supplemental Contribution Account and Matching Contribution Account, determined as of the Valuation Date coinciding with or next following the date his employment ends. Any remaining amounts held for the Participant (Beneficiary) under such Accounts that are equal only to a fractional share of Stock shall be paid in cash. Any payment required under this Section shall be made no later than 60 days from the Valuation Date coinciding with or next following the date employment ends.

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8.02 Payments to Beneficiary. If the Participant dies prior to receiving all Payments due him under the Plan, the Company (or the Trustee, at the direction of the Company) shall distribute all payments then due the Participant to the Participant’s Beneficiary (at the time provided for in the Plan and in the amount that would have been provided to the Participant had he survived).

8.03 Beneficiary Designation. The Participant may from time to time, by signing a form approved by the Administrator, designate any legal or natural person or persons (who may be designated contingently or successively) to whom payments are to be made if the Participant dies before receiving payment of all amounts due hereunder. A beneficiary designation form will be effective only after the signed form is filed with the Administrator while the Participant is alive (and such designation will cancel, immediately upon filing, all beneficiary designations signed and filed previously). If the Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries of the Participant die before the Participant or before complete payment of all amounts due hereunder, the Company shall pay any unpaid amounts to the Participant’s estate.

8.04 Unsecured Contractual Obligation. The Company’s (any Employer’s) obligation to make payments to any person under this Agreement is purely contractual, and the parties do not intend that the amounts payable hereunder be held by the Company “in trust” for the benefit of the Participant. Participants (and Beneficiaries) shall have only the status of unsecured creditors of the Company with respect to Plan benefits.

8.05 Benefits Non-Assignable. Benefits payable to, or for the benefit of, a Participant or Beneficiary shall not be assignable and shall not be subject to the claims of creditors of such Participant or Beneficiary.

8.06 Claims Procedure. Any claim by a Participant or his Beneficiary (hereafter “Claimant”) for benefits shall be submitted to the Administrator. The Administrator shall be responsible for deciding whether such claim properly relates to benefits provided by the Plan (and thus is a “Covered Claim”) and for providing a final decision with respect to such claim. In addition, the Administrator shall provide a full and fair review of the claim, in accordance with the procedures described below.

Each Claimant or other interested person shall file with the Administrator such pertinent information as the Administrator may specify, in such manner and form as the Administrator may specify and provide. Such person shall not have any rights or be entitled to any benefits or further benefits hereunder, as the case may be, unless such information is filed by the Claimant (or on behalf of the Claimant). Each Claimant shall supply at such times and in such manner, as may be required, written proof that the benefit is covered under the Plan.

If it is determined that a Claimant has not incurred a Covered Claim or if the Claimant fails to furnish such proof as is requested, no benefits or further benefits hereunder, as the case may be, shall be payable to such Claimant.

Notice of a decision by the Administrator with respect to any claim shall be furnished to the Claimant within 90 days following the receipt of the claim by the Administrator (or within 90 days following the expiration of the initial 90-day period, in a case where there are special circumstances requiring extension of time for processing the claim). If special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Administrator to the Claimant before the expiration of the initial 90-day period. The notice of extension shall describe the special circumstances requiring the extension and the date by which the notice of decisions with respect to the claim shall be furnished.

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Commencement of benefit payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim is wholly or partially denied, such notice shall be in writing and shall set forth (i) the specific reason or reasons for the denial; (ii) specific references to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s claims review procedure. If the Administrator fails to notify the Claimant of the decision regarding his or her claim, the claim shall be deemed denied and the Claimant shall then be permitted to proceed with the claims review procedure provided herein.

Within 60 days following receipt by the Claimant of notice of the claim denial, or within 60 days following the close of the 90-day period referred to herein if the Administrator fails to notify the Claimant of the decision within such 90-day period, the Claimant may appeal denial of the claim by filing a written application for review of the claim with the Administrator. Following such request for review, the Administrator shall fully and fairly review the decision denying the claim, Before the Administrator makes its decision, the Claimant shall be given an opportunity to review pertinent documents and to submit issues and comments to the Administrator in writing. The decision of the Administrator shall be made within 60 days following receipt by the Administrator of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing such denied claim). The Administrator shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

For all purposes under the Plan, the decision with respect to a claim (if no review is requested) or the decision with respect to a claim review (if review is requested) shall be final, binding and conclusive on all interested parties.

ARTICLE IX

AMENDMENT AND TERMINATION

9.01 Amendment. The Plan shall terminate automatically without further action of the Board of Directors of the Company on the tenth anniversary of the date in April, 2004, on which the stockholders of the Company approve the Plan. Prior to such date, the Company reserves the right to amend, modify or terminate the Plan, in whole or in part, at any time (including, without limitation, an amendment to extend the date on which the Plan will automatically terminate as set forth in the immediately preceding sentence). Any such amendment, modification or termination of the Plan shall be made by a resolution adopted by the Board of Directors and communicated to Participants within a reasonable time following the later of the date of adoption or the effective date of such action. Neither the termination of the Plan nor any amendment to the Plan, however, shall retroactively reduce any benefit payable to the Participant or Beneficiary (to the extent that such benefit was accrued and vested prior to the amendment, modification or termination).

9.02 Distributions Upon Termination of the Plan. Upon any termination of the Plan, if and as directed by the Administrator in writing, the Trustee will make distributions to each Participant in an amount equal to the entire balance of the Participant’s Supplemental Contribution Account and Matching Contribution Account (determined as of

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the termination date, which shall serve as the final Valuation Date unless the Administrator otherwise directs). Upon completion of account distributions to all Participants (by the Company or any Trustee), the Plan will terminate, the Company and the Administrator will be relieved from all liability under the Plan, and no Participant or other person will have any further claims rights or other rights thereunder.

ARTICLE X

APPLICABLE LAW

This Plan shall be construed in accordance with applicable federal law and, to the extent otherwise applicable, the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, Media General, Inc. has caused this document to be signed by its duly authorized officer.

MEDIA GENERAL, INC.
By:	/s/ J.Stewart Bryan III

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EX-10.14

Exhibit 10.14

MEDIA GENERAL, INC.

1996 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN

Amended as of December 31, 2001

Media General, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, which, along with its wholly owned subsidiaries, is hereinafter referred to as the “Company”, has previously adopted the Media General, Inc. 1995 Long-Term Incentive Plan, Amended and Restated as of May 18, 2001 for officers and other salaried employees of the Company (the “LTIP”).

Under the terms of the LTIP, the Compensation and Stock Option Committee of the Board of Directors of the Company (the “Committee”) has the authority to determine and establish the type and number of Awards to be granted, the terms and conditions, including forfeiture provisions of such Awards, and to select the Participants to receive any such Awards, in each case subject to and consistent with the provisions of the LTIP. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the LTIP.

1. Purpose. This Employee Non-Qualified Stock Option Plan (the “Plan”) is intended to advance the interests of the Company by providing its officers and other key executive employees having substantial responsibility for the direction and management of the Company an additional incentive to promote its success and to encourage them to remain in its employ.

2. Administration of Plan. The Plan shall be administered by the Committee, which shall consist of two or more directors, all of whom shall be “disinterested persons” under Rule 16b-3 prior to August 15, 1996 and “Non-Employee Directors” under Rule 16b-3 on and after August 15, 1996, as promulgated under the Securities Exchange Act of 1934, and “outside directors” under Section 162(m) of the Code. The Committee shall adopt such rules and regulations as it deems necessary to carry out the Plan. The Board may from time to time make such changes in and additions to the Plan as it may deem proper in order to accomplish the intentions of the Plan. The interpretation and construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board, be final and conclusive.

3. Eligibility. The Committee shall grant Non-Qualified Stock Options (“Options”) only to officers and other key executive employees of the Company who perform services of major importance in the management, operation and development of the business of the Company (“Optionee”). The Committee shall determine the term of such Options and the number of shares to be allocated to each Optionee.

4. Stock. The Board hereby authorizes the Committee to appropriate and to grant Options for, and to issue and sell for the purposes of the Plan, an aggregate of 2,700,000 shares of the Class A Common Stock of the Company (subject to adjustment as provided hereinafter). Any Options that expire or are forfeited pursuant to paragraph 6 hereof may be granted in whole or in part to another Optionee by the Committee. The Company shall not be required to issue or deliver any certificate for shares of its stock purchased upon the exercise of any part of any such Option prior to (1) the admission of such shares to listing on any stock exchange on which the stock of the Company may then be listed, (2) the completion of any registration or other qualification of such shares under any state or federal

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law or ruling or regulation of any governmental regulatory body which the Company shall, in its sole discretion, determine is necessary or advisable, and (3) the receipt by the Board of an opinion of counsel that all applicable legal requirements have been complied with.

5. Price. The purchase price of the shares of stock covered by an Option granted hereunder shall be as determined by the Committee, but such price shall not be less than the fair market value of such shares covered by an Option on the date such Option is granted. For purposes of the Plan, fair market value shall mean the average of the highest and lowest trading prices at which shares of the Company’s Class A Common Stock are traded on the date that an Option is granted.

6. Duration and Exercise of Options. Except as otherwise provided herein, any Option granted under this Plan shall be exercisable during the employment of the Optionee and twelve (12) months thereafter and during such extended period as may be determined by the Committee. Except as may be determined by the Committee on the date of grant, in the event an Option is not held for three (3) full years from the date the Option is granted such Option may be exercised only in accordance with the following schedule of time and proportions of the total stock subject thereto:

Option held less than one (1) year	up to 0% of total
Option held one (1) year or more	up to 33 1/3% of total
Option held two (2) years or more	up to 66 2/3% of total

provided, however, that such vesting shall cease (except pursuant to the following two paragraphs) upon termination of employment and further provided that no fractional shares shall be issued.

In the event of the death of the Optionee while employed by the Company, any Option held by such Optionee may be exercised in full without regard to the length of time the Option has been held by said Optionee by the legatees, personal representatives or distributees of the Optionee within one year of the date of the Optionee’s death.

In the event of the termination of the Optionee’s employment by reason of his retirement after at least ten years of service with the Company and after attaining age fifty-five (55), or by reason of his disability at any age, then such Optionee may, within twelve (12) months after such termination of employment, or such extended period as may be determined by the Committee, exercise any Option granted under the Plan in full without regard to the length of time the Option shall have been held by said Optionee.

Notwithstanding any provision to the contrary contained herein, unless the Board specifically extends the period during which any Option granted under this Section 6 may be exercised, such option shall expire and be forfeited on the date that is ten (10) years from the date such Option is granted.

The exercise of any Option and delivery of the Option shares shall be contingent upon receipt by the Company of’ the full purchase price of such Option shares in cash and upon payment of all federal and state withholding taxes required by law.

7. Non-transferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution.

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8. Effect of Stock Dividends, Stock Splits, etc. The Committee shall make appropriate adjustments in the price of the shares and the number allotted or subject to allotment if there are any changes in the outstanding shares of Class A Common Stock of the Company by reason of stock dividends, stock splits, recapitalizations, mergers, or consolidation. In addition, in the case of merger, consolidation, dissolution or liquidation, the expiration date and the time at which any Option granted under this Plan may or must be exercised may be accelerated by the Board.

9. Expiration and Termination of the Plan. Options may be granted under the Plan at any time until the Plan shall be terminated by the Board or the Stockholders of Media General, Inc.

10. Waiver of Vesting and Benefit Accrual Limitations. The Committee may, in its sole discretion, waive, modify or amend all or any portion of the provisions of the Plan that have the effect of limiting the right of a Participant to exercise any option granted under the Plan. Such action by the Committee may be made on a case by case basis or may be made with respect to all Optionees.

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EX-10.15

Exhibit 10.15

MEDIA GENERAL, INC.

1997 EMPLOYEE RESTRICTED STOCK PLAN

AMENDED AS OF DECEMBER 31, 2001

Media General, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, which, along with its wholly owned subsidiaries, is hereinafter referred to as the “Company”, has previously adopted the Media General, Inc. 1995 Long-Term Incentive Plan, Amended and Restated as of May 18, 2001 for officers and other salaried employees of the Company (the “LTIP”).

Under the terms of the LTIP, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has the authority to determine and establish the type and number of Awards to be granted, the terms and conditions, including forfeiture provisions of such Awards, and to select the Participants to receive any such Awards, in each case subject to and consistent with the provisions of the LTIP. All capitalized terms not otherwise (defined herein shall have the meanings ascribed to them in the LTIP.

1. Purpose. The purpose of this plan is to keep personnel of experience and ability in the employ of the Company and its subsidiaries and to compensate them for their contributions to the growth and profits of the Company and its subsidiaries and thereby induce them to continue to make such contributions in the future.

2. Definitions.

(a) “Company” shall mean Media General, Inc.

(b) “Subsidiary” or “Subsidiaries” shall mean a corporation or corporations of which the Company owns, directly or indirectly, shares having a majority of the voting power for the election of directors.

(c) “Board” shall mean the Board of Directors of the Company.

(d) “Committee” shall mean the Compensation Committee as appointed from time to time by the Board, which shall consist solely of two or more persons who qualify as “Non-Employee Directors” under Rule 16b-3 of the Securities and Exchange Commission and as “Outside Directors” under Section 162(m) of the Internal Revenue Code of 1986.

(e) “Plan” shall mean this Media General, Inc., Restricted Stock Plan.

(f) “Restricted Share” shall mean the shares of Class A Common Stock of the Company reserved pursuant to Section 3 hereof and any such shares issued to a Recipient pursuant to this Plan.

(g) “Recipient” shall mean an employee of the Company or a Subsidiary to whom shares are allocated pursuant to this Plan, or his designated beneficiary, surviving spouse, estate, or legal representative, but for the purposes hereof, any beneficiary, spouse, estate or legal representative shall be considered as one person with the employee.

(h) “Disability” shall mean the Recipient’s inability to perform the services required by his position with the Company by reason of any medically determinable, physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration.

3. Restricted Shares Reserve. There shall be established a Restricted Share Reserve to which shall be credited 800,000 shares of the Class A Common Stock of the Company. In the event that the shares of Class A Common Stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, be increased or

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decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of shares then remaining in the Restricted Share Reserve shall be appropriately adjusted to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. Upon the allocation of shares hereunder, the Restricted Share Reserve shall be reduced by the number of Restricted Shares so allocated. Subject to limitations that may be imposed by Rule 16b-3 or other provisions of the federal securities laws at such time, upon the forfeiture of Restricted Shares pursuant to Section 7 hereof, the Restricted Share Reserve shall be increased by such number of Restricted Shares, and such Restricted Shares may again be the subject of allocations hereunder. All authorized and unissued shares issued as Restricted Shares in accordance with the Plan shall be fully paid and non-assessable shares and free from pre-emptive rights.

4. Eligibility and Making of Allocations. Any salaried executive employee of the Company or any Subsidiary, having substantial responsibility for the direction and management of the Company or any Subsidiary, shall be eligible to receive an allocation of Restricted Shares pursuant to the Plan, except that no employee shall be entitled to receive an allocation of greater than one hundred thousand (100,000) Restricted Shares in any year or two hundred thousand (200,000) within any two year period.

From the employees eligible to receive allocations pursuant to the Plan, the Committee may from time to time select those employees to whom Restricted Shares shall be allocated. In selecting those employees to whom an allocation shall be made and in determining the number of Restricted Shares subject thereto, the Committee shall consider the position and responsibilities of the eligible employees, the value of their services to the Company and its Subsidiaries, and such other factors as the Committee deems pertinent. If the Committee elects to award Restricted Shares to any employee, the date of such action shall be the “date of allocation’ for purposes of this Plan.

The aggregate number of Restricted Shares which may be allocated pursuant to this Plan shall not exceed the amount available therefore in the Restricted Share Reserve.

5. Form of Allocations. Each allocation shall specify the number of Restricted Shares subject thereto, subject to the provisions of Section 4 hereof.

At the time of making any allocation, the Board shall advise the Recipient and the Company thereof by delivery of written notice.

The Company shall take such action as shall be necessary to cause any Restricted Shares issued pursuant to this Plan and not previously listed to be listed on the New York Stock Exchange and/or such other exchanges on which shares of the same class as the Restricted Shares are then listed.

The Recipient, by accepting an allocation of Restricted Shares hereunder, agrees that he will not elect to treat the receipt of such Restricted Shares as a taxable event pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended. In addition, the Recipient agrees that at such time that the value of the Restricted Shares is included in his income, the Company shall withhold from issuance that number of Restricted Shares necessary to satisfy the Recipient’s applicable federal and state income tax withholding. Thereafter, the Company shall release to the Recipient a certificate evidencing ownership of the balance of Restricted Shares to which the Recipient is entitled, without any restrictions on transfer whatsoever.

6. Restrictions.

(a) Restricted Shares shall forthwith after the allocation, pursuant to Section 5 hereof, be duly issued or transferred and a certificate or certificates for such shares shall be issued in the Recipient’s name. The Recipient shall thereupon be a shareholder with respect to all the Restricted Shares represented by such certificate or certificates and shall have all the rights of a shareholder with respect to all such shares, including the right to vote such shares and to receive all dividends and other distributions (subject to the

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provisions of Section 6(b) hereof) paid with respect to such shares, provided, however, that such shares shall be subject to the restrictions hereinafter described in Section 6(d). Certificates of stock representing Restricted Shares shall be imprinted with a legend to the effect that the shares represented thereby may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of this Plan, and the transfer agent for the Common Stock shall be instructed to like effect in respect of such shares. In aid of such restrictions, the Company shall retain the certificate(s) therefore, and the Recipient shall deposit a stock power or other instrument of transfer, appropriately endorsed in blank, with an officer designated by the Committee, which officer shall retain possession of such certificates until the Restricted Period (described in (c) below) expires.

(b) In the event that as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the Recipient shall, as the owner of Restricted Shares subject to restrictions hereunder, be entitled to new or additional or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new or additional or different shares or securities, together with an instrument of transfer appropriately endorsed, shall also be imprinted with a legend as provided in Section 6(a) and all provisions of the Plan relating to restrictions and lapse of restrictions herein set forth shall thereupon be applicable to such new or additional or different shares or securities to the extent applicable to the shares with respect to which they were distributed; provided, however, that if the Recipient shall receive rights, warrants or fractional interests in respect of any of such Restricted Shares, such rights or warrants may be held, exercised, sold or otherwise disposed of, and such fractional interests may be settled, by the Recipient free and clear of the restrictions hereafter set forth.

(c) The term “Restricted Period” with respect to Restricted Shares (after which restrictions shall lapse) shall mean a period of ten (10) years from the date of allocation of such Restricted Shares to the Recipient (subject to earlier termination pursuant to Section 7(a) below). Notwithstanding the foregoing, at the time Restricted Shares are allocated, the Committee may establish performance targets which, if met, will accelerate the termination of the Restricted Period for such Restricted Shares. The performance targets, if any, and the number of Restricted Shares affected will be set forth in the notice that will be given to the Recipient advising him of the allocation of Restricted Shares.

(d) The restrictions to which Restricted Shares shall be subject shall be as follows:

During the Restricted Period applicable to such shares and except as otherwise specifically provided in the Plan, none of such shares shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of.

7. Forfeiture of Restricted Shares.

(a) If the employment of a Recipient should be terminated during the Restricted Period on account of his death, or on account of his retirement after attaining age sixty-three (63), he shall forfeit and return to the Company the unvested portion of the Restricted Shares that have been issued to him. For this purpose, it will be assumed that Restricted Shares are vested ratably over the one hundred and twenty (120) month period after the Restricted Shares are allocated. The Restricted Period shall automatically terminate for such vested Restricted Shares, and the Company shall release to the Recipient, or the duly qualified personal representative of a deceased Recipient, a certificate for such vested Restricted Shares, without restrictions.

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(b) If the employment of a Recipient should be terminated during the Restricted Period other than on account of his death or retirement after attaining age sixty-three (63), he shall forfeit and return to the Company all of the Restricted Shares that have been allocated to him.

(c) Nothing contained in this Section 7 or elsewhere in this Plan shall preclude the transfer of vested Restricted Shares, on the death of the Recipient, to his legal representatives or his estate or preclude such representatives from transferring such shares, or any of them, to the person or persons entitled thereto by will or by the laws of descent and distribution.

(d) All notices in writing required pursuant to this Section 7 shall be sufficient only if actually delivered, or if sent via registered or certified mail, postage prepaid, to the Company at its principal office within the City of Richmond, Virginia, and shall be conclusively deemed given on the date of delivery, if delivered or on the first business day following the date of such mailing, if mailed.

8. Finality of Determinations. The Committee shall administer this Plan and construe its provisions; any determination by the Committee in carrying out, administering or construing this Plan shall be final and binding for all purposes and upon all interested persons and their heirs, successors, assigns and personal representatives.

9. Limitations. No person shall at any time have any right to receive an allocation of Restricted Shares hereunder, and no person shall have authority to enter into an agreement for the making of an allocation or to make any representation or warranty with respect thereto.

Recipients of allocations shall have no rights in respect thereof except as set forth in the Plan. Such rights may not be assigned or transferred except by will or by the laws of descent and distribution, and in the event that any attempt shall be made to sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares held by the Recipient during the Restricted Period then the shares which are the subject of such attempted disposition shall be deemed to be forfeited. Before the actual issuance of Restricted Shares, no such shares shall be earmarked for the Recipients’ accounts, nor shall the Recipients have any rights as stockholders with respect to such shares.

Neither the action of the Company in establishing the Plan, nor any action taken by it or by the Board or the Committee under the Plan, nor any provision of the Plan, shall be construed as giving to any person the right to be retained in the employ of the Company of any Subsidiary.

10. Amendment, Suspension or Termination of the Plan in Whole or in Part. The Board may amend, suspend or terminate the Plan in whole or in part at any time, provided that any amendment shall not adversely affect rights or obligations with respect to allocations theretofore made; and provided further, that no modification of the Plan by the Board without approval of the stockholders shall (a) increase the maximum number of Restricted Shares reserved pursuant to Section 3; (b) change the provisions of Section 3 with respect to the aggregate number of Restricted Shares which may be allocated under the Plan; or (c) render any member of the Committee eligible to receive an allocation at any time while he is serving on the Committee.

11. Waiver of Vesting and Benefit Accrual Limitations. The Board may, in its sole discretion, waive, modify or amend all or any portion of the provisions of the Plan that have the effect of limiting the amount or the timing of payments that are to be made under the plan, provided that such waiver, modification or amendment shall not adversely affect rights or obligations with respect to allocations theretofore made. Such action by the Board may be made on a case by case basis or may be made with respect to all Recipients.

12. Governing Law. The Plan shall be governed by the laws of the Commonwealth of Virginia.

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13. Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company.

14. Registration of Restricted Shares. The Company shall proceed promptly to register under the Securities Act of 1933 (or similar statute then in effect) all Restricted Shares to the extent that such registration is required under the regulations of the Securities and Exchange Commission.

The Company at its expense will furnish to each Recipient such number of prospectuses incident to any such registration and indemnify each such Recipient against all claims, losses, damages and liabilities caused by any untrue statement of a material fact contained therein (or in any related registration statement or by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to the Company by such Recipient expressly for use therein; and, as a condition precedent to the obligations of the Company pursuant to this Section 14, each Recipient will agree in writing to indemnify the Company against all claims, losses, damages and liabilities caused by an untrue statement or omission based upon information furnished to the Company by such Recipient expressly for use therein.

The Recipient shall furnish the Company such information that may be required and shall fully cooperate with the Company in connection with any registration or filing that may be required at any time with respect to the Restricted Shares.

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EX-10.16

Exhibit 10.16

MEDIA GENERAL, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

Amended And Restated as of November 16, 2001

1. Purpose. The purpose of the Media General, Inc. Directors’ Deferred Compensation Plan (the “Plan”) is to encourage and enable each member of the Board of Directors (the “Board”) of Media General, Inc. (the “Company”) who is not and has never been an employee of the Company (a “Director”) to increase his or her proprietary interest in the Company and to align his or her interests more closely with the shareholders of the Company through the receipt of Deferred Stock Units representing fifty percent or more of the annual compensation payable to each Director for his or her services to the Board.

2. Definitions.

a) “Act” shall mean The Securities Exchange Act of 1934, as amended.

b) “Annual Director’s Fee” shall mean the annual retainer fee paid quarterly by the Company to each Director, which fee may be modified from time to time, and which shall include all Director compensation, including attendance at Board and committee meetings. For any Director who shall have failed to attend at least 75 percent of the Board meetings in the prior fiscal year, the Annual Director’s Fee shall exclude the amount otherwise payable on the first Quarterly Payment Date.

c) “Award Value” shall mean the average of the closing trading prices of a share of Common Stock on the exchange on which the Common Stock then is traded for the last ten trading days of the prior calendar year, as reported in The Wall Street Journal.

d) “Beneficiary” shall mean that person or trust designated by a Director in writing to the Secretary of the Company to receive any benefits that may become due under this Plan following the death of such Director.

e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

f) “Committee” shall mean the Compensation Committee as appointed from time to time by the Board, and which shall consist of two or more “non-employee directors” as that term is defined in Rule 16b-3 of the Act.

g) “Common Stock” shall mean the Class A Common Stock of the Company.

h) “Deferred Stock Unit” shall mean a hypothetical share of Common Stock, and each Deferred Stock Unit credited to a DSU Account shall be deemed to have the same value, calculated from time to time, as a share of Common Stock.

i) “Dividend Account” shall mean the book entry account established and maintained for each Director to record the conversion of Dividend Equivalents into Deferred Stock Units in accordance with Section 5 of the Plan.

j) “Dividend Equivalents” shall mean an amount of hypothetical cash dividends on Common Stock upon which Deferred Stock Units are credited to a Dividend Account and which are determined by (i) multiplying the Company’s quarterly dividend per share by the number of Deferred Stock Units in a DSU Account as of the Record Date, and (ii) by dividing that amount by the Fair Market Value of a share of Common Stock as of the Dividend Payment Date.

k) “Dividend Payment Date” shall mean that date upon which the Company’s quarterly dividends are payable.

1) “DSU Account” shall mean the book entry account established and maintained solely to record and measure the future benefits to be distributed based upon the collective record of a Director’s Stock Unit Account and Dividend Account.

m) “Effective Date” shall mean January 1, 1997.

n) “Fair Market Value” shall mean the average of the closing trading prices, as reported in The Wall Street Journal of a share of Common Stock on the exchange on which the Common Stock then is traded for the ten trading days immediately preceding the date on which the determination of value is made.

o) “Outside Directors Retirement Agreement” shall mean the agreement between the Company and each Director serving on the Board on the Effective Date, the benefits of which shall be converted into Deferred Stock Units under Section 9 of the Plan.

p) “Quarterly Payment Date” shall mean each of the four dates established by the Company for payment of the Annual Director’s Fee, and which shall be the dates on which Deferred Stock Units will be credited to the Stock Unit Account and the Dividend Account.

q) “Record Date” shall mean the date upon which ownership of Common Stock entities such owner to receive quarterly dividends.

r) “Retirement” shall mean the effective date of the termination of the services of a Director for any reason.

s) “Stock Unit Account” shall mean the book entry account established and maintained for each Director to record the Deferred Stock Units to be credited to a Director pursuant to Section 4 of the Plan.

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3. Administration. The Plan is an unfunded deferred compensation arrangement and shall be administered, interpreted and construed by the Committee, provided that the Secretary of the Company shall be authorized to take such ministerial actions as may be necessary to effectuate the instructions of the Committee and the Plan. All elections permitted or required under the Plan will be made by filing a written notice thereof with the Secretary of the Company.

4. Deferrals; Further Elections. A minimum of fifty percent (50%) of each Director’s Annual Director’s Fee shall be paid by the Company in Deferred Stock Units. Each Director annually may elect to defer the balance of his or her Annual Director’s Fee in Deferred Stock Units for the following year by filing a written notice of such election with the Secretary of the Company not later than December 31 of the prior calendar year. Current Directors shall file any such elections prior to April 1, 1997, with respect to the remaining portion of the 1997 Annual Director’s Fee; Directors elected after the Effective Date shall file any such election promptly upon the commencement of services to the Board. The amount of Deferred Stock Units to be credited to a Director’s Stock Unit Account shall be determined annually for each Quarterly Payment Date during the calendar year by dividing (a) the portion of the Annual Director’s Fee to be deferred in Deferred Stock Units by (b) the Award Value. Any portion of an Annual Director’s Fee to be paid in cash without deferral also shall be paid on the Quarterly Payment Date.

5. Dividend Equivalent Award. Directors shall not be entitled to any rights of a holder of Common Stock by reason of DSU Accounts credited with Deferred Stock Units, except that Deferred Stock Units credited to Dividend Accounts shall be increased by Dividend Equivalents determined and credited as of each Dividend Payment Date.

6. Settlement of Account Balance. The aggregate number of Deferred Stock Units credited to a Director’s DSU Account will be distributed according to such Director’s election, subject to Committee approval as may be required by Rule 16b-3 under the Act, and which, to be effective, must be submitted in writing to the Secretary of the Company no less than twelve months prior to such Director’s Retirement. In the absence of a timely election, a Director’s DSU Account balance will be settled in a single Common Stock distribution as of his or her Retirement date.

A Director may elect to have his or her DSU Account balance settled (i) in a cash lump sum payment as of his or her Retirement date, (ii) in a single distribution of Common Stock as of such date, or (iii) in annual installments of either cash or Common Stock over a period not to exceed ten years.

(a) If the election is to receive a lump sum cash payment from a Director’s DSU Account, the amount thereof shall be determined by multiplying the number of Deferred Stock Units by the Fair Market Value, as of the date of Retirement of such Director.

(b) If the election is to receive annual cash installments from the DSU Account, the amount of each installment will be determined by dividing, as of such installment payment date, the balance in such DSU Account by the number of installment payments remaining in the designated term.

(c) If the election is to receive a single distribution of Common Stock from a DSU Account, the number of shares of Common Stock to be distributed shall equal the number of Deferred Stock Units available for distribution on the Director’s Retirement date.

(d) If the election is to receive annual installments of Common Stock, the number of shares of Common Stock distributable over the installment period shall be determined annually as follows: (a) the number of Deferred Stock Units then credited to a DSU Account (such calculation to include increases in the Dividend Account by reason of Dividend Equivalents, and decreases in the DSU Account by reason of prior distributions) shall be divided by (b) the number of installment payments remaining in the designated installment term (including the current installment payment date). Any fractional shares shall be retained in the Director’s DSU Account until the date of the last installment payment, at which time any fractional shares shall be paid in cash based upon the closing price of the Common Stock on the trading day immediately preceding any such annual installment payment date, as the same is reported in The Wall Street Journal.

If a Director dies before all amounts credited to such Director’s DSU have been distributed, the balance will be distributed to such Director’s Beneficiary in the manner previously designated by the Director or, in the absence of such designation, in the manner specified timely by the Beneficiary. If a Director dies without designating a Beneficiary, or if the designated Beneficiary predeceases the Director, the balance in the Director’s DSU Account will be distributed to the executor or administrator of such Director’s estate, in the manner previously designated by the Director or, in the absence of such designation, in the manner specified timely by the executor or administrator.

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7. Nonassignability and General Rights. Neither participation in, nor the right to receive any payments under, the Plan will give any Director or Beneficiary a proprietary interest in the Company or any of its assets. A Director or Beneficiary will for all purposes be deemed to be a general creditor of the Company and shall not have any security interest in, or lien against, any assets. The rights of a Director or Beneficiary under the Plan cannot be assigned or pledged and will not be subject to the claims of creditors of the Director or Beneficiary.

8. Amendment. The Board of Directors will have the right to modify this Plan from time to time, with shareholder approval to the extent required by Rule 16b-3, or to terminate the Plan entirely; provided, however, that no modification or termination of the Plan will operate to annul an election already in effect for the fiscal year in which such modification or termination is effective, or to adversely affect the rights of a Director or Beneficiary to receive distributions as provided herein.

9. Conversion of Retirement Benefit. As a condition to participation in the Plan, each Director participating in the Outside Director Retirement Plan agrees that his or her annual vested accrued benefit in the Outside Director Retirement Pan, as of the Effective Date, shall be converted into Deferred Stock Units, as of the Effective Date, in accordance with Exhibit A hereof.

10 General Restrictions. The issuance of Common Stock or the delivery of certificates therefor to or for the benefit of Directors hereunder shall be subject to the requirement that, if the listing, registration or qualification of such shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental body, shall be necessary or desirable as a condition of, or in connection with, such issuance and delivery thereunder, such issuance or delivery shall not take place unless such listing, registration, qualification, consent or approval shall have been effected promptly and in a manner acceptable to the Company.

11. Change in Capital Structure. In the event of any change in the Common Stock by reason of any stock dividend, spin-off, split, combination of shares, exchange of shares, warrants or rights offering to purchase Common Stock at a price below its fair market value, reclassification, recapitalization, merger, consolidation or other change in capitalization, appropriate adjustment shall be made by the Committee in the number and kind of Deferred Stock Units subject to the Plan and any other relevant provisions of the Plan, whose determination shall be binding and conclusive on all persons.

12. Governing Law. The Plan shall be construed and enforced pursuant to the laws of the Commonwealth of Virginia.

13. Term. The Plan shall remain in effect until amended or terminated by action of the Board as provided herein.

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EX-10.18

Exhibit 10.18

MEDIA GENERAL, INC.

EXECUTIVE AUTOMOBILE PROGRAM

The Media General Executive Automobile Program applies to all company provided vehicles assigned to top management as part of their total compensation package. The Program does not include vehicles purchased solely on the basis of business travel requirements, normally in the areas of sales, marketing, distribution or multiple site management. Executive automobiles are taxable as compensation to the individual only to the extent each is not supported annually by business use. The record keeping and tax valuation procedures related to these vehicles is described in detail in the Media General Accounting and Procedures Manual.

Participation within the Executive Automobile Program is not automatic and each new participant must be specifically approved under the corporate program. New automobile purchases, as all other vehicle purchases, must be approved on a capital outlay request by Media General.

Purchasing a Company Vehicle

Any executive assigned a company vehicle may negotiate the purchase directly with the new car dealer. Every attempt should be made to purchase the car at the best price obtainable. Once an estimated or final negotiated price is determined, the participant should seek prompt COR approval for the purchase, assuming the selection is within the Program guidelines. Once receiving approval, payment may be delivered to the dealer and the transaction completed. The final dealer invoice should exhibit the entire transaction negotiated, including the vehicle model and options included, and sent to Corporate Finance to be attached to the previously approved COR. Under no circumstances may the individual add “personal money” to the car purchase in order to enhance the car model purchased.

It is a good practice for the purchaser of a new car to “validate” the negotiated price with his company’s transportation or vehicle department, or in lieu of having access to one, the Richmond transportation department will perform this service upon request. If an individual is uncomfortable negotiating the best price for the car selected, each of these departments should be willing to do it upon request, and may, in fact, be able to achieve a lower purchase price than the individual alone is able to obtain.

Typically, one negotiates for the best price on the new car itself without using a traded vehicle, and then separately obtains a fair trade-in value of the used vehicle. Regardless of the approach, the dealer should be instructed to reflect separately the actual discounted price of the new vehicle and the actual trade value of the used vehicle on the final invoice.

Maximum Purchase Price

Executives authorized for company automobiles are assigned maximum spending caps for new purchases. This dollar cap is intended to provide a certain class or category of automobile to each executive, and may not be

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exceeded. The limit will be adjusted periodically to allow for price inflation. The dollar limit applies to the total negotiated sales price of the new car, including applicable license or processing fees, but before state sales taxes and before trade-in allowance.

Qualifying Automobiles

The purchase price cap for each level of the program is intended to provide an acceptable class of automobile for each participant. The purchase limits are reviewed each year based on new model prices. The top Level I is designed to accommodate the purchase of a fully equipped vehicle such as the Cadillac CTS, Lexus ES 300, or a Volkswagen Touareg. The lower Level III allows for purchase of a fully equipped automobile such as the Buick Regal, Ford Taurus or Toyota Camry; or the purchase of a standard equipped larger vehicle such as the Chrysler Concorde or Mercury Grand Marquis. Level II accommodates purchases in between these categories, e.g., a fully equipped Buick LeSabre, Jeep Grand Cherokee, or a Pontiac Bonneville.

The vehicle purchase under each level is ultimately determined by the specified spending cap, and the automobile make and model is a secondary consideration. Thus, if a selected model experiences a significant price change in future years, the participant may not be able to replace his current vehicle with that same model.

As you know, vehicles purchased are funded by the Company and remain the Company’s property throughout the assigned four-year period. Not only does the Company assume the risk of resale value at the end of its useful period, but as a company asset it must meet reasonable overall guidelines as to application of its intended purpose. Therefore, although it is the program’s objective to allow each executive to select a “vehicle of choice”, certain constraints are applied in this selection process:

• Used cars, demonstrators, special purchase situations are prohibited.

• Trucks and special purpose vehicles must be justified on an as-needed exception basis only, approved in advance of purchase.

• Unique car styles that limit business use or diminish eventual disposal value (e.g., convertibles, two-seater sports cars, inappropriate options or ornaments) are prohibited.

Car Telephones

Company purchase or reimbursement of a car telephone and/or its on-going monthly charge is prohibited unless approved in advance by the Corporate office based on its specific business purpose. This justification requires more than just the occasional need to “call the office” when driving the automobile.

An individual is also not permitted to install a mounted car telephone at his own expense in lieu of this approval.

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Trade-in or Replacement of Vehicle

The normal retention period of any executive vehicle is 48 months. Shorter periods are allowed only with written justification of excessive servicing cost or mileage, accompanied with the new capital request.

At the time of trade or replacement, a fair market value is assigned to the vehicle using the amount denoted as “Average Trade-in” per the N.A.D.A. official used car guide for the specific vehicle, options and mileage. The employee may elect to purchase the vehicle himself at this price directly from the Company; otherwise he should trade the car to the dealer for the new car purchased, attempting to obtain maximum value for the asset disposal. If the trade-in value allowed is significantly less than the N.A.D.A. average trade-in value as described above, the loss of value should be explained on the capital request.

If a friend or associate desires to purchase the automobile instead of the assigned individual, then payment for the used car must be made by the executive directly and resold by him to the third party. Each company may establish its own program to allow for other employees to make buy-out offers for the used vehicles, as long as the program is equitable to all employees and the price is not below the N.A.D.A. average trade-in value.

Use of Vehicle

The employee is always the primary driver of the company vehicle. Immediate family members over age 21 can drive the vehicle with permission of the employee. This would include driving the vehicle to auto repair shops for service and as relief driver while traveling on an extended trip. It could also be used in emergency situations when another vehicle is not available.

Administration

Any questions regarding this program should be directed to the Director of Budget and Planning in Corporate Finance.

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EX-10.19

Exhibit 10.19

MEDIA GENERAL, INC.

EXECUTIVE FINANCIAL PLANNING

and

INCOME TAX PROGRAM

Purpose:

The Executive Financial Planning and Income Tax Program provides an executive perquisite that supports the financial health of the Company’s executives. This Program provides the executive with a reputable and professional resource that is highly experienced in executive financial planning and income tax preparation.

Policy Administration Responsibilities:

Media General’s Compensation Department is responsible for coordinating this program. Ernst & Young has been selected as Media General’s preferred provider of this executive benefit because of their solid reputation, as well as their knowledge of Media General and its executive compensation plans. (For consideration of company-paid services with another firm, the executive must present a request to Media General’s Compensation Department prior to securing services.)

Media General, Ernst & Young and the executive are responsible for following all procedures in this policy. This includes ensuring that any services charged to Media General are covered in the policy.

Employee Participation:

Salaried executive employees are eligible to participate in this program. From those eligible, Media General will select executives for participation. Selection will be based on the employee’s position, job responsibilities, value of their services, and other pertinent factors.

Coverage Terms:

New participants are eligible for coverage beginning in the tax year they became a participant. For example, an executive selected for participation in 2003 would be eligible for income tax preparation for the tax year 2003 (but not eligible for tax preparation related to tax year 2002).

Coverage will immediately cease upon termination if the executive is under age 55. Coverage also ceases immediately, regardless of the executive’s age, if the executive is terminated by the Company due to criminal activity or any activity deemed by the Company to be detrimental to the Company.

Retiring participants, defined in this program as age 55 or older, will be covered in the tax year of retirement as well as the tax year immediately following the year of retirement. Covered services will also be provided to the participant’s surviving spouse for this same time period if the executive was over age 55 at the time of death.

Cost Limits:

The following cost limits will apply.

• Financial Planning, Future Retirement and Estate Planning:

• Coverage for these services will utilize a specific 5-year period, following the numbering pattern of the calendar for all participants. For example, the first 5-year period will be measured from years 2001 to 2005, the second 5-year period will be years 2006 to 2010, and so forth.

• In any one year of this specific 5-year period, Media General will cover up to $10,000 in services. In the other 4 years of the 5-year period, Media General will cover up to $2,000.

• Expenses / coverage limits will be applied to the year that services are incurred (versus paid). Unused credits are not carried forward, and will be forfeited as of December 31 each year. Participation expires on December 31 of the year following retirement, and will expire immediately at separation for terminations other than retirement.

• Income Tax Services:

• A credit of $7,500 is earned each year.

• Unused credits will be carried forward but may not exceed a maximum balance of $15,000.

• Expenses / coverage limits will be applied to the year that services are incurred (versus paid). Unused credits will expire on December 31 of the year following retirement, and will expire immediately at separation for terminations other than retirement.

Covered Services:

The Program covers the following services.

• Financial planning to maximize returns from company benefit plans such as stock options, salary deferral plans and executive life insurance programs

• Investment advice on portfolio design, including analysis of risk tolerance, target rate of return and appropriate diversification and asset allocation

• Retirement and long range cash flow (including consideration of outside business interests as related to retirement and estate planning)

• Comprehensive estate planning

• Wills, trusts, estate planning documents, etc.

• Planning for charitable giving programs

• Income tax planning necessary to effectively prepare income tax returns

• Income tax return preparation for participant (and those of a spouse where married filing separate returns results in reduced tax liabilities)

• Gift tax returns

• Income tax projections and preparation of quarterly federal and state estimated tax vouchers

• IRS and state examinations and inquiries assistance, as needed

• Incorporation of income from outside businesses in participant’s personal income tax return (however, partnership or corporate returns for participant’s outside businesses is not covered)

Excluded Services:

The following is a partial listing of services that are not covered by this Program. Participants may not apply unused credit balances for Excluded Services. Ernst & Young may handle these items at the executive’s personal expense.

• Children, dependents or household employees’ tax returns, legal documents, wills, etc.

• Estate tax return of participant (or spouse), even if the participant dies while still employed

• Partnership or corporate returns for outside businesses of participant

• Tax returns or planning for businesses not related to Media General

• Partnership investments

Income Taxes:

The competitive market value of the services received will be included as W-2 income. The executive is responsible for income taxes.

Payment Processing:

Ernst & Young will directly invoice Media General for covered services. Any other invoices for covered services may be submitted for direct payment (or reimbursement). All invoices MUST be submitted to Media General’s Compensation Department for payment. This will ensure appropriate record keeping and tax treatment.

Policy Exceptions:

In general, the provisions defined and illustrated in this document will be followed without exception. Questions regarding this policy may be directed to the Media General Compensation Manager. All requests for exceptions to this policy must be submitted in writing to Media General for review and approval prior to seeking financial planning or tax preparation services.

EX-10.20

Exhibit 10.20

MEDIA GENERAL, INC.

EXECUTIVE HEALTH PROGRAM

Effective January 1, 2004

MEDIA GENERAL, INC.

EXECUTIVE HEALTH PROGRAM

TABLE OF CONTENTS

INTRODUCTION			1
ARTICLE I DEFINITIONS			2
	1.01.	Administrator	2
	1.02.	Code	2
	1.03.	Company	2
	1.04.	Effective Date	2
	1.05.	Eligible Employee	2
	1.06.	Employee	2
	1.07.	ERISA	2
	1.08.	Fiduciary	2
	1.09.	Media General Company	3
	1.10.	Medical Diagnostic Procedure	3
	1.11.	Named Fiduciary	3
	1.12.	Participant	3
	1.13.	Plan	3
	1.14.	Plan Year	3
	1.15.	Sponsor	3
ARTICLE II PARTICIPATION			4
	2.01.	Conditions of Eligibility	4
	2.03.	Determination of Eligibility	4
	2.04.	Termination of Participation	4
ARTICLE III BENEFITS AND BENEFIT PAYMENTS			5
	3.01.	Benefits Provided	5
	3.02.	Benefit Payments	5
	3.03.	Claims Procedure for Benefits	5
	3.04.	Review of Denied Claims for Benefits	7
ARTICLE IV ADMINISTRATION			9
	4.01.	Named Fiduciaries, Allocation of Responsibility	9
	4.02.	Appointment, Resignation, Removal of Administrator	9
	4.03.	Administrator’s Powers and Duties	9
	4.04.	Fiduciary Discretion	10
	4.05.	Errors and Omissions	10

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	4.06.	HIPAA Privacy Rule	10
	4.07.	COBRA Continuation Coverage	12
	4.08.	HIPAA Creditable Coverage	13
ARTICLE V AMENDMENT, TERMINATION, AND MERGER			14
	5.01.	Amendment	14
	5.02.	Termination	14
ARTICLE VI GENERAL			15
	6.01.	Interpretation of Plan	15
	6.02.	No Employment Rights	15
	6.03.	Limitation of Liability	15
	6.04.	No Guarantee of Tax Consequences	16
ARTICLE VII COMMUNICATION AND SUMMARY PLAN DESCRIPTION			17
	7.01.	Communication	17
	7.02.	Summary Plan Description Information	17

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INTRODUCTION

The purpose of the Plan is to motivate Eligible Employees to seek preventive medical care through the payment or reimbursement of expenses related to such care. The Sponsor intends the Plan to be a self-insured medical reimbursement plan subject to Code section 105(h), but exempt from its nondiscrimination rules pursuant to Treasury Regulation section 105-11(g). This Plan supercedes all similar programs, if any, that may have been previously developed or maintained by the Sponsor or any Media General Company.

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ARTICLE I

DEFINITIONS

1.01. Administrator

Administrator means a person or a committee of persons appointed to administer the Plan. If the Sponsor does not appoint an Administrator, then the Sponsor is the Plan’s Administrator.

1.02. Code

Code means the Internal Revenue Code of 1986, as amended at any relevant time.

1.03. Company

Company means Media General, Inc. and any Media General Company. It shall also include any successor by merger, purchase, or otherwise that maintains the Plan.

1.04. Effective Date

Effective Date means the date on which the Plan begins to provide benefits or coverage for benefits. The Effective Date of this Plan is January 1, 2004.

1.05. Eligible Employee

Eligible Employee means an Employee who is a salaried executive of the Company selected by the Administrator for participation. Selection shall be based on the Employee’s position, job responsibilities and other pertinent factors.

1.06. Employee

Employee means an individual who renders personal services to the Company or an affiliate and who is subject to the control of the Company.

1.07. ERISA

ERISA means the Employee Retirement Income Security Act of 1974, as amended at any relevant time.

1.08. Fiduciary

Fiduciary means a fiduciary, as defined in ERISA section 3(21).

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1.09 Media General Company

The Company and any other corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; a trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; an organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company pursuant to Treasury Regulations under Code Section 414(o).

1.10. Medical Diagnostic Procedure

Medical Diagnostic Procedure means routine annual medical examinations, including blood tests, X-rays, and stress tests, but not expenses incurred for the treatment, cure or testing of a known illness or disability, or treatment or testing for a physical injury, complaint or specific symptom of a bodily malfunction. These procedures do not include any activity undertaken for exercise, fitness, nutrition, recreation or the general improvement of health unless they are for medical care and deductible as medical expenses. Medical Diagnostic Procedures must be performed at a facility that provides no services (directly or indirectly) other than medical and ancillary services. The Plan does not provide payment or reimbursement for transportation expenses incurred in connection with allowable Medical Diagnostic Procedures.

1.11. Named Fiduciary

Named Fiduciary means the Sponsor, as well as a Fiduciary who, according to the provisions of this Plan, is identified by the Sponsor as a Named Fiduciary.

1.12. Participant

Participant means an Employee who is entitled to receive Plan benefits according to the terms of the Plan.

1.13. Plan

Plan means the Media General, Inc. Executive Health Program.

1.14. Plan Year

Plan Year means the twelve-consecutive-month period beginning January 1^st and ending December 31^st.

1.15. Sponsor

Sponsor means Media General, Inc.

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ARTICLE II

PARTICIPATION

2.01. Conditions of Eligibility

Only Eligible Employees may participate in the Plan.

2.02. Determination of Eligibility

The Administrator must determine whether a salaried executive Employee is eligible to participate in this Plan. All good-faith determinations by the Administrator are conclusive and binding on all persons for the Plan Year in question, and there is no right of appeal except as described in this Plan’s provisions for review of claims.

2.03. Termination of Participation

(a) Plan termination or amendment. A Participant ceases to be a Participant on the date the Plan is terminated or on the effective date of an amendment that causes the Participant to be excluded from the group of Eligible Employees.

(b) Employment and eligibility status changes. A Participant who ceases to be an Eligible Employee for any reason, ceases to be a Participant (even if he continues to be an Employee) on the day he loses his status as an Eligible Employee.

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ARTICLE III

BENEFITS AND BENEFIT PAYMENTS

3.01. Benefits Provided

(a) The Plan provides benefits only in the form of payments to or on behalf of a Participant to pay or to reimburse all or part of the covered Medical Diagnostic Procedures of the Participant. The Plan does not provide medical treatment or medical services or supplies and the Plan is not liable for any act or omission of any person or entity providing, or refusing to provide, medical treatment or medical services or supplies to a Participant.

(b) Participants may use the physician and facility of his or her choice. The physician will recommend various medical examinations and tests using his or her clinical judgment and assessment. Participants are encouraged to assume an active role in their healthcare, and as such, may wish to review preventive testing guidelines and discuss various preventive health examinations and tests with their physicians (these guidelines are published by various nationally recognized organizations including healthcare insurance providers and the U.S. Preventive Service Task Force).

3.02. Benefit Payments

(a) Benefit payments. In any one year of a specific five-year period, the Plan will reimburse all of the cost of any Medical Diagnostic Procedure performed for a Participant up to a maximum reimbursement of $2,000. In the other four years of the specific five-year period, the Plan will reimburse all of the costs of any Medical Diagnostic Procedure performed for a Participant up to a maximum of $500/year.

(b) Five-Year period. The specific five-year period (referred to above) will follow the numbering pattern of the calendar for all Participants. For example, the first five-year period will be measured from year 2001 to 2005, the second five-year period will be years 2006 through 2010, and so forth.

(c) Timing of expenses. Expenses submitted and reimbursed will be applied to the year that services were incurred versus paid.

(d) Unused amounts. Unused credits shall not be carried forward to subsequent years, and will be forfeited as of December 31^st each year. Notwithstanding a Participant’s right to COBRA continuation coverage, participation ceases immediately upon termination of employment.

(e) Administrative authority and discretion. The Administrator may exercise its discretion in implementing any provision in this Plan article if that exercise of discretion does not violate any of the other provisions in this Plan.

3.03. Claims Procedure for Benefits

(a) Written claims required. Subject to the Plan’s review procedures, claims for benefits under this Plan must be made in writing to the Administrator or to any person the

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Administrator designates to receive claims. If the Administrator makes claim forms available, those forms must be used; otherwise, a claim by a Participant communicated in writing (with any required supporting statements or receipts attached) to the Administrator or its designated reviewer is satisfactory.

(b) Time limit for filing claims. Unless otherwise specified by the Administrator, a claim for benefits must be filed within 12 months of the end of the Plan Year in which the expenses are incurred. The Administrator may adopt and announce additional rules regarding the time within which a claim must be filed.

(c) Plan’s terms and conditions. The Administrator may require a Participant to agree to abide by the terms and conditions of this Plan. The Plan’s claims procedures shall be applied consistently with respect to similarly-situated claimants.

(d) Authorized representatives. The Plan’s claims procedures shall not preclude an authorized representative of a claimant from acting on behalf of the claimant in pursuing a benefit claim or appeal of an adverse benefit determination. The Plan shall establish reasonable procedures for determining whether such individual is a duly-authorized representative of the claimant, provided that a health care professional is permitted to act as the authorized representative of the claimant, as applicable.

(e) Initial Response to claim. The Administrator shall notify the claimant of the Plan’s adverse benefit determination within a reasonable period of time, but not later than 30 days after receipt of the claim and may be extended one time by the Plan for up to 15 days, provided the Administrator determines that an extension is necessary due to matters beyond the control of the Plan and notifies the claimant, prior to the expiration of the original 30-day period, of the circumstances requiring the extension of time and the date by which the Plan expects to render a decision. If the extension is necessary due to the claimant failing to provide the necessary information, the notice of extension shall describe the required information and provide the claimant at least 45 days from receipt of the notice to provide the specified information.

(A) If the Plan relied on a specific internal rule or guideline to make the adverse determination, the Plan must provide an explanation of the rule or guideline, or provide to the claimant a statement that a specific rule or guideline was relied upon and that a copy of the rule will be provided to the claimant free of charge upon request.

(B) If the adverse determination was based on a medical necessity or experimental treatment or similar limit, the claimant should be provided either an explanation of the clinical judgment for the determination or a statement that such an explanation will be provided free of charge, upon request, and in the case of an adverse determination for urgent care under a group health plan, describe the expedited review process applicable to such claims.

(C) In the case of an adverse benefit determination by a group health plan involving a claim for urgent care, the information described above may be provided to the claimant orally within the permitted time frame provided that written or electronic notification is furnished to the claimant no later than three days after such oral notification.

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(f) Denied claims. If a claim is partially or wholly denied, the Administrator must give written notice (or electronic notice, if applicable) within the time provided in the previous section. An adverse notice must be written in a manner calculated to be understood by the claimant and must specify each reason for denial. An adverse notice must also refer to the relevant provisions of the Plan or related documents on which the denial is based; describe any additional material or information necessary for the claimant to perfect the claim and an explanation of why that material or information is necessary; and describe the Plan’s review procedure and time limits that apply to the claimant’s right to appeal the denial, including the right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

3.04. Review of Denied Claims for Benefits

(a) General procedures. On receiving a claimant’s written request for review, the Administrator must review any claim that was denied according to the preceding Plan section. The written request for review must be received by the Administrator no later than the end of the 60th day after the claimant receives notice that his claim for Plan benefits has been denied.

(b) Possible hearing. The Administrator must determine whether there will be a hearing. The claimant and an authorized representative are entitled to be present and heard at any hearing that is held as part of the review. Before any hearing, the claimant or a duly authorized representative may review all Plan documents and other papers that affect the claim and may submit issues and comments in writing. The Administrator must schedule any hearing to give sufficient time for this review and submission, giving notice of the schedule and deadlines for submission.

(c) Review decision time limit. The decision on review by the Administrator must be furnished to the claimant in writing within 60 days after the request for review is received. The decision on review must be written in a manner calculated to be understood by the claimant and must include specific reasons for the decision and specific references to the pertinent provisions of the Plan or related documents on which the decision is based.

(d) Review by a committee. If a review under this Plan section is conducted by any committee, and if that committee has regularly scheduled meetings at least quarterly, the rules in this subsection govern the time for the decision on review and supersede any conflicting rules in the preceding subsection. If the claimant’s written request for review is received more than 30 days before the committee’s meeting, a decision on review must be made at the next meeting after the request for review has been received. If the claimant’s written request for review has been received 30 days or less before a meeting of the committee, the decision on review must be made at the second meeting after the request for review has been received. If special circumstances (such as the need to hold a hearing) require an extension of time for processing, the committee’s decision must be made not later than the third meeting after the request for review has been received. If an extension of time is required, written notice of the extension must be furnished to the claimant before the extension begins. If notice that a claim has been denied on review is not received by the claimant within the time required in this subsection, the claim is deemed denied on review.

7

(e) Determination final. Except for a written request for review under subsection (a), all good-faith determinations by the Administrator or other designated reviewer are conclusive and binding on all persons, and there is no right of appeal. Any electronic notification shall comply with the standards of Labor Regulations section 2520.104b -1(c)(1).

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ARTICLE IV

ADMINISTRATION

4.01. Named Fiduciaries, Allocation of Responsibility

(a) Named Fiduciaries. The Plan’s Named Fiduciaries are the Sponsor and the Administrator. Each is severally liable for its responsibilities according to the terms of this Plan.

(b) Sponsor. Only the Sponsor may name an Administrator. Only the Sponsor may designate other Named Fiduciaries.

(c) Administrator. The Administrator has only the responsibilities described in this Plan and those delegated by the Sponsor and accepted in writing by the Administrator.

(d) Delegation of Fiduciary responsibility. The Sponsor has the power to delegate Fiduciary responsibilities not specifically delegated by the terms of this Plan.

(e) Allocation of responsibility. This Plan allocates to each Named Fiduciary the individual responsibilities assigned. Responsibilities are not shared by Named Fiduciaries unless the sharing is provided specifically in this Plan.

4.02. Appointment, Resignation, Removal of Administrator

(a) Appointment. The Sponsor serves as the Administrator unless the Sponsor appoints another Administrator.

(b) Resignation or removal. The Administrator may resign by delivering a written resignation to the Sponsor or to any other Administrator-member. The Sponsor may remove the Administrator by delivering written notice to that person.

4.03. Administrator’s Powers and Duties

(a) Plan decisions. The Administrator must administer the Plan by its terms and has all powers necessary to do so. The Administrator’s primary duty is to interpret the Plan. The duties of the Administrator include, but are not limited to determining the answers to all questions relating to the Employees’ eligibility to become Participants and any claimant’s eligibility to receive Plan benefits; and communicating the terms and provisions of the Plan to Employees and Participants.

(b) Conclusive determination. Subject to the Plan’s provisions describing the applicable appeals procedures for denied claims, a determination by the Administrator made in good faith for denied claims, is conclusive and binding on all persons. No decision of the Administrator, however, may take away any rights specifically given to a Participant by this Plan.

9

4.04. Fiduciary Discretion

In discharging the duties assigned to it under the Plan, each Fiduciary has the discretion to interpret the Plan; adopt, amend and rescind rules and regulations pertaining to its duties under the Plan; and to make all other determinations necessary or advisable for the discharge of its duties under the Plan. Each Fiduciary’s discretionary authority is absolute and exclusive if exercised in a uniform and nondiscriminatory manner with respect to all similarly situated individuals. The express grant in the Plan of any specific power to a Fiduciary with respect to any duty assigned to it under the Plan must not be construed as limiting any power or authority of the Fiduciary to discharge its duties. A Fiduciary’s decision is final and conclusive unless it is established that the Fiduciary’s decision constituted an abuse of its discretion. Benefits under the Plan will be paid only if the Administrator decides in his or her discretion that the applicant is entitled to them.

4.05. Errors and Omissions

Individuals and entities charged with the administration of the Plan must see that it is administered in accordance with the terms of the Plan as long as the Plan is not in conflict with ERISA or any applicable provisions of the Code with which the Plan is intended to comply. If an innocent error or omission is discovered in the Plan’s operation or administration, and if the Administrator determines that it would cost more to correct the error than is warranted, and if the Administrator determines that the error did not result in discrimination prohibited by this Plan or cause a qualification or excise-tax problem, then, to the extent that an adjustment will not, in the Administrator’s judgment, result in discrimination prohibited by this Plan, the Administrator may authorize any equitable adjustment it deems necessary or desirable to correct the error or omission, including but not limited to the authorization of additional contributions by the Sponsor designed, in a manner consistent with the good-will intended to be engendered by the Plan, to put Participants in the same relative position they would have enjoyed if there had been no error or omission.

4.06. HIPAA Privacy Rule

This Plan shall comply with the following provisions relating to the Privacy Rule under the Health Insurance Portability and Accountability Act of 1996 (HIPAA):

(a) Use and Disclosure of Protected Health Information (PHI): The Plan will use PHI to the extent of and in accordance with the uses and disclosures permitted by HIPAA. Specifically, the Plan will use and disclose PHI for purposes related to payment for health care under the Plan and the administration of the Plan.

(b) Sponsor’s Certification of Compliance: The Plan will not disclose PHI to the Sponsor unless the Sponsor certifies that this Plan document has been approved and agrees to abide by this Section 4.06.

10

(c) Purpose of Disclosure of PHI to Plan Sponsor

(i) The Plan will disclose PHI to the Sponsor only to permit the Plan Sponsor to carry out Plan administrative and payment functions not inconsistent with the requirements of HIPAA and its implementing regulations. Any disclosure to and use by the Sponsor of PHI will be subject to and consistent with the provisions of this Section 4.06.

(ii) The Plan will not disclose PHI to the Sponsor unless the disclosures are explained in the Notice of Privacy Practices distributed to the Participants.

(iii) The Plan will not disclose PHI to the Sponsor for the purpose of employment-related actions or decisions or in connection with any other benefit or employee benefit plan of the Sponsor, except to the extent that the Sponsor has obtained a valid written authorization from the individual to whom the PHI relates in accordance with the requirements of HIPAA and its implementing regulations.

(d) Restrictions of Sponsor’s Use and Disclosure of PHI

(i) The Sponsor will neither use nor further disclose PHI except as permitted or required by this Plan document, as amended or required by law.

(ii) The Sponsor will ensure that any agent, including any subcontractor, to whom it provides PHI agrees to the restrictions and conditions of this Plan document, including this Section 4.06, with respect to PHI.

(iii) The Sponsor will not use or disclose PHI for employment-related actions or decisions or in connection with any other benefit or employee benefit plan of the Sponsor, except to the extent that the Sponsor has obtained a valid written authorization from the individual to whom the PHI relates in accordance with the requirements of HIPAA and its implementing regulations.

(iv) The Sponsor will report to the Plan any use or disclosure of PHI that is inconsistent with the uses and disclosures allowed under this Section 4.06 promptly upon learning of such inconsistent use or disclosure.

(e) Separation Between the Plan and the Sponsor: The Sponsor represents that adequate separation exists between the Plan and Sponsor so that PHI (other than enrollment information and summary health information) will be used only for Plan administration. Corporate human resources employees of the Sponsor whose job duties involve administering this Plan may use and disclose PHI for enrollment, payment and plan administrative functions.

(f) Noncompliance Issues: The employees identified in subparagraph (e) above will be subject to disciplinary action and sanctions, including termination of employment or affiliation with the Sponsor, for any use or disclosure of PHI on breach or violation of or noncompliance with the provisions of this Section 4.06. Sponsor will promptly report such breach, violation or noncompliance to the Plan, as required by Section 4.06(d), and will cooperate with the Plan to correct the breach, violation or noncompliance, to impose appropriate disciplinary action or sanctions on each employee or other workforce member causing the

11

breach, violation or noncompliance, and to mitigate any deleterious effect of the breach, violation or noncompliance on any participant, the privacy of whose PHI may have been compromised by the breach, violation or noncompliance. Anyone who suspects an improper use or disclosure of PHI may report the occurrence to the Plan’s Privacy Official, James Woodward at (804) 649-6529.

(g) Release of Personal Health Information to Plan Participants: Upon the request of a Plan Participant, the Sponsor shall make available to the Participant an accounting and copies of any PHI the Sponsor has received relating to the Participant. Such Participant shall be given the opportunity to review and amend any PHI previously provided to the Sponsor. Thereafter, the Sponsor shall consider any amendments made by the Participant to his or her PHI.

(h) Information Available to the Department of Health and Human Services: The Sponsor shall make available to the Department of Health and Human Services a copy of the Sponsor’s internal records and procedures relating to the use and disclosure of PHI.

(i) Return or Destruction of PHI: To the extent such a practice does not violate any provisions of ERISA, or other federal or state law not otherwise preempted, the Sponsor shall return or destroy any PHI received from the Plan when such information is no longer needed for the purpose for which the disclosure was made. In the event such return or destruction is not feasible, the Sponsor shall limit further uses and disclosures of PHI to those purposes that make the return infeasible.

4.07. COBRA Continuation Coverage

COBRA continuation coverage is the extension of a Qualified Beneficiary’s health coverage under this Plan for a certain period of time. The law that requires continuation coverage to be offered is the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended. A Qualified Beneficiary is Participant under this Plan who loses coverage under the Plan as a result of a Qualifying Event. For Plan purposes, a Qualifying Event is a termination of employment or a reduction in hours of employment. A Qualified Beneficiary may elect COBRA continuation coverage once his/her regular coverage ends. COBRA continuation coverage must be elected within 60 days of the end of regular coverage under this Plan. If a Participant takes a leave of absence under the Family and Medical Leave Act of 1993, and does not return to active employment, the Qualifying Event of termination of employment occurs at the end of the leave or the date that the Participant give notice to Media General, Inc. that he/she will not be returning to employment (whichever is earlier). If a Participant elects continuation coverage, he/she will be required to pay up to 102% of the applicable premium for each month of coverage. Premium must be paid on a monthly basis. However, the first premium payment is due and payable 45 days after the Participant’s initial election for COBRA coverage.

COBRA coverage may continue for up to 18 months after the loss of regular coverage. If during this 18-month period, the Social Security Administration (SSA) determines that the Qualified Beneficiary was disabled at any time during the first 60 days of continuation coverage, COBRA coverage may be extended up to 29 months from the date of the Qualifying Event if the

12

Qualified Beneficiary provides written notice of such determination to the Administrator within 60 days of the latest of (i) the Qualifying Event, (ii) the loss of coverage or (iii) the determination of disability by SSA. In any event, such written notice must be provided before the end of the initial 18-month period. The notice must contain the name of the Qualified Beneficiary and supporting documentation of disabled status. The cost of continuation coverage for a disabled individual is 102% of the applicable premium for the first 18 months and may be up to 150% of the applicable premium for the 19th month through the 29th month. If a disabled Qualified Beneficiary is determined to be no longer disabled by the Social Security Administration, he/she must notify the Administrator in writing within 30 days of such recovery determination.

Continuation coverage automatically ends after the following:

• the date Media General, Inc. terminates all of its group health plans;

• the Qualified Beneficiary fails to pay his/her COBRA premium within 30 days after the due date of any premium;

• the date a Qualified Beneficiary becomes covered under another, comparable group health plan (that does not contain a preexisting condition clause that would limit the Beneficiary’s coverage);

• the date the Qualified Beneficiary becomes entitled to Medicare;

• for disabled Qualified Beneficiaries, the first day of the month following the date the Social Security Administration determines that the Qualified Beneficiary is no longer disabled;

• the Qualified Beneficiary reaches the end of his/her period of eligibility for continuing group coverage.

4.08. HIPAA Creditable Coverage

In accordance with HIPAA creditable coverage rules, certificates of coverage are written documents that are required to be provided by this Plan to show the type of coverage a person had and how long the coverage lasted. The Plan will automatically give a Participant a certificate after he/she loses coverage (whether regular coverage or COBRA continuation coverage) under the Plan. The primary purpose of the certificates is to show the amount of “Creditable Coverage” that the Participant has had under group health coverage, because evidence of “Creditable Coverage” can reduce or eliminate entirely the length of time that any preexisting condition clause in a subsequent plan may apply.

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ARTICLE V

AMENDMENT AND TERMINATION

5.01. Amendment

The Sponsor’s Board of Directors retains the right at any time to amend this Plan at any time and in any manner. The Sponsor’s Board of Directors may amend the Plan by a majority vote of its members at a meeting, by unanimous consent in lieu of a meeting or in any other manner permissible under applicable state law. In addition, the Board may delegate to an appropriate officer or officers of the Sponsor, all or part of the authority to amend the Plan. The Board’s right to amend this Plan continues even if the amendment prospectively restricts or terminates the types or amounts of benefits that a Participant may receive under the Plan.

5.02. Termination

Although the Sponsor intends to continue this Plan indefinitely, the Sponsor retains the right at any time to terminate this Plan in whole or in part in accordance with the procedures set forth in Plan section 5.01.

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ARTICLE VI

GENERAL

6.01. Interpretation of Plan

(a) Governing laws. Unless otherwise specified in this Plan document, the Plan must be construed, enforced, and administered in accordance with the laws of Virginia (including Virginia’s choice-of-law rules, except to the extent those laws would require application of the law of a state other than Virginia), except to the extent that the laws of the United States of America take precedence and preempt state laws.

(b) Construction rules. For construction, one gender includes all and the singular and plural include each other. The headings and subheadings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of the Plan provisions. If a provision of the Plan is not enforceable, that fact does not affect the enforceability of any other provision.

(c) Definitions. Any word in this document with an initial capital not expected by ordinary capitalization rules is a defined term. Definitions not found in the Plan are in ERISA and regulations promulgated pursuant to ERISA (but the terms of the statute prevail over any regulations) or in the Code and regulations promulgated pursuant to the Code (but the terms of the statute prevail over any regulations).

(d) Compliance with the Code and ERISA. The Plan must be interpreted in a manner that results in the Plan’s compliance with Code section 105. The Plan must also be interpreted in a manner that preserves the tax deductibility of Employer contributions to the Plan. In addition, the Plan must be interpreted in a manner that results in the Plan’s compliance with the relevant provisions of ERISA.

6.02. No Employment Rights

The Plan does not create any employment rights and does not modify the terms of an Employee’s employment. The Plan is not a contract between the Sponsor and any Employee, and the Plan is not an inducement for anyone’s employment or continued employment.

6.03. Limitation of Liability

(a) Section governs. A Fiduciary is not subject to suit or liability in connection with this Plan or its operation, except according to this section.

(b) Individual liability. The Administrator and any person employed by the Sponsor is liable for his own acts or omissions.

(c) Release. Each Employee releases the Administrator, the Sponsor, all officers, and agents, and all agents of Fiduciaries from any and all liability or obligation, to the extent release is consistent with the provisions of this section.

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6.04. No Guarantee of Tax Consequences

Neither the Sponsor nor the Administrator makes any commitment or guarantee that any benefits paid to or on behalf of a Participant under this Plan will be excludable from the Participant’s gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant. It is the obligation of each Participant to determine whether each payment of benefits under this Plan is excludable from the Participant’s gross income for federal and state income tax purposes, and to notify the Administrator if the Participant has reason to believe that such payment is not so excludable.

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ARTICLE VII

COMMUNICATION AND SUMMARY PLAN DESCRIPTION

7.01. Communication

A copy of this Plan shall be given to all present and future Participants

7.02. Summary Plan Description Information

The following information is supplied so that this document constitutes the Summary Plan Description for the Plan:

(a) Name and Address of Employer and Plan Sponsor:

Media General, Inc.

333 E. Franklin Street

Richmond, Virginia 23219

(b) Federal Identification Number of Employer and Plan Sponsor:

54-0850433

(c) This is a welfare benefit plan providing reimbursement for expenses incurred for medical diagnostic procedures by participants, as provided herein. This Plan is funded from the general assets of the Employer.

(d) The Plan Administrator is the Employer.

(e) The address and telephone number of the Plan Administrator is as follows:

333 E. Franklin Street

Richmond, Virginia 23219

(804) 649-6000

(f) Legal process may be served on George L. Mahoney, Esquire, and such process may be served at the following address:

Media General, Inc.

333 E. Franklin Street

Richmond, Virginia 23219

(g) Each Participant in this Plan is entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that all Plan Participants shall be entitled to:

(i) Examine, without charge, at the Plan Administrator’s office, all Plan documents, collective bargaining agreements and copies of all documents filed by the Plan with the U.S. Department of Labor, such as annual reports and plan descriptions.

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(ii) Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies.

(iii) Receive a summary of the Plan’s annual financial report, as applicable. The Plan Administrator is required by law to furnish each Plan Participant with a copy of any summary annual report.

(iv) File suit in federal court if any materials requested are not received within thirty (30) days of the date of the Participant’s request, unless the materials were not sent because of matters beyond the control of the Administrator. The court may require the Plan Administrator to pay up to $110.00 for each day’s delay until the materials are received.

(h) In addition to creating rights for Plan Participants, ERISA imposes obligations upon the persons who are responsible for the operation of an employee benefit plan. These persons are referred to as “fiduciaries” in the law. Fiduciaries must act solely in the interest of the Plan Participants, and they exercise prudence in the performance of their Plan duties. Fiduciaries who violate ERISA may be removed and required to make good any losses they have caused the Plan.

(i) Your Employer may not fire you or discriminate against you to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

(j) If you are improperly denied a welfare benefit in full or in part, you have a right to file suit in federal court. If Plan fiduciaries are misusing the Plan’s money, you have a right to file suit in a federal court or request assistance from the U.S. Department of Labor. If you are successful in your lawsuit, the court, if it so decides, may require the other party to pay your legal costs, including attorney’s fees. If you lose your lawsuit, the court may order you to pay these costs and fees, if, for example, it finds your claims are frivolous.

(k) If you have questions about this statement or your rights under ERISA, you should contact the Plan Administrator or the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC 20210.

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EX-13

Exhibit 13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This discussion addresses the principal factors affecting the Company’s financial condition and operations during the past three years and should be read in conjunction with the consolidated financial statements and the Ten-Year Financial Summary found elsewhere in this report.

OVERVIEW

The Company is a diversified communications company located primarily in the southeastern United States operating in three divisions: Publishing, Broadcast and Interactive Media. The Company owns 25 daily newspapers and nearly 100 other publications, 26 network-affiliated television stations, and operates more than 50 online enterprises. Media General’s revenues are driven primarily by advertiser spending, and the state of the economy is the common denominator that influences most of this spending. As the economy surges and ebbs, many of the Company’s revenue categories are influenced accordingly. For example, in 2004 as the economy improved, the Company saw revenue growth in Classified and Local advertising, but Retail and National advertising remained soft. Significant events like the Olympics and the Super Bowl, as well as national and statewide political races, provide added impetus to revenues, particularly in the Broadcast Division. These events, or their absence, in a given year, introduce a certain cyclicality to the Company’s Broadcast revenues as even-numbered years tend to be stronger than odd-numbered years. Reflecting this, the Company’s Broadcast Division had a stellar year in 2004; Political advertising, totaling nearly $38 million in 2004, led the way much as it had done in 2002. Another factor that influences the Company’s profits – and in particular the advertising rates that can be charged – is the level of circulation in the Publishing Division. In the face of a slow erosion of circulation in the publishing industry, the Company has worked hard to sustain and even increase circulation. With readership studies, promotion and other investments, the Company has made progress on this front, showing circulation growth in 2003 and only nominal declines in 2004; these results outperformed the industry in both years. Additionally, the Company has focused resources on Interactive Media – its newest division that is beginning its 5^th year – in order to serve those people who prefer to get their news and information online.

Another catalyst for the Company is newsprint prices, which influences its results in two fundamental ways. First, the Company owns a one-third interest in SP Newsprint Company (SPNC), a domestic newsprint manufacturer with a manufacturing capacity of over one million short tons annually. Second, newsprint expense represents a significant portion of the Publishing Division’s total costs (13% to 15% the last three years). While higher newsprint prices are beneficial to SPNC, as they translate into increased profits, they are detrimental to the Publishing Division because they increase production costs. The Company’s share of SPNC’s annual production is approximately 350,000 short tons, which is more than twice the approximate annual newsprint consumption of its newspapers. Consequently, each $1/ton change in newsprint selling price affects the Company’s net income by approximately $120 thousand annually. By virtue of its investment in SPNC the Company is a net producer of newsprint and, therefore, a net beneficiary of higher newsprint prices.

Newsprint is a commodity whose price continually responds to supply / demand imbalances. After hitting a 20-year low in 2002, newsprint prices have been rising, as shown in the accompanying graph which presents the fall and the rise of the Company’s average newsprint cost per short ton over a three-year span. The Company expects that this upward trend will continue in 2005 (a $35 / ton increase has been announced for March 1) as the combination of anticipated strengthening of advertising within the publishing industry along with some recently announced mill shutdowns should allow for continued upward price mobility. The financial results of SPNC over the past three-year period reflected the rising prices shown below. The Company’s share was a loss of $13.5 million in 2002 that improved to a loss of $5.4 million in 2003, as prices rose, and further improved to income of $1 million in 2004 as prices continued to increase.

In June 2003, the Federal Communications Commission (FCC) revised its media ownership regulations. The FCC’s new rules allowed common-ownership of broadcast stations and newspapers in all large markets, and would allow cross-ownership on a more limited basis in all but the smallest markets. The new regulations, including new television duopoly rules, were put on hold and then sent back to the FCC as part of a judicial review process. While the FCC has declined to pursue the matter any further, the Company has filed a petition with the United States Supreme Court seeking review of the prior proceedings, as have others. The Company believes that the old ownership regulations, which date from 1975 (and the revised rules to a lesser degree), impinge on the Company’s First Amendment rights. It believes that the ban on cross-ownership should be lifted in all markets. A favorable ruling would afford the Company greater opportunities to expand its convergence efforts in the Southeast. If the Supreme Court declines to hear the matter, media ownership issues will be considered further by the FCC. In either case, the resolution of this matter will take some time. While this process continues, the Company is seeking license renewals and waivers from the FCC for several of its television stations where the Company’s cross-ownership remains an issue under the 1975 regulations.

The Company believes that uncertainty about media ownership issues has had the effect of dampening the acquisition market in recent years as buyers and sellers waited for the FCC to provide additional clarity. Because of the extensive judicial process described above, that clarity has not materialized.

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Nevertheless, as attractive acquisition opportunities emerge, the Company will evaluate them, and expects to expand its reach in a disciplined fashion.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP) requires that management make various estimates and assumptions that have an impact on the assets, liabilities, revenues, and expenses reported. These estimates can also affect supplemental information disclosures of the Company, including information about contingencies, risks, and financial condition. Actual results could differ from those estimates. The Company’s most critical accounting estimates and assumptions are in the following areas:

Intangible assets

As discussed in Note 2, in 2002 the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, and recorded an after-tax impairment charge of $126.3 million. The Company reviews the carrying value of goodwill and other identified intangible assets, including FCC licenses, in the fourth quarter each year, or earlier if events indicate impairment may have arisen, utilizing a discounted cash flow model. The preparation of such discounted future operating cash flow analyses requires significant management judgment with respect to operating profit growth rates, appropriate discount rates, and residual values. The fourth-quarter 2004 test indicated no impairment. However, since the estimated fair values in the discounted cash flow model are subject to change based on the Company’s performance and overall market conditions, future impairment charges are possible.

In September 2004 the Securities and Exchange Commission announced, under EITF Topic No. D-108, that the residual method (until now, a method in common use in the broadcast industry) will no longer be accepted as an appropriate method to value acquired assets other than goodwill; instead, a direct method is required to be used. The Company’s FCC licenses were originally valued using a residual method. The Company is evaluating the impact of this announcement but does expect that this change in methodology will result in a material change to the carrying value of intangible assets related to its FCC licenses. The Company will record an expense for any such excess as a cumulative effect of a change in accounting principle in the first quarter of 2005.

The Company also periodically reevaluates the remaining useful life of its intangible assets. Effective at the beginning of the fourth quarter of 2004, the Company reevaluated the remaining useful life of its network affiliation intangible assets (previously 40 years) and determined that the life should be 25 years because this was deemed to be the length of time before a material modification of the underlying contract would occur. As a result of this change, acquired intangibles amortization is expected to be nearly $19 million in the coming year compared to $17.1 million in 2004.

Pension plans and postretirement benefits

The determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions for discount rates, investment returns, projected salary increases, mortality rates and health care cost trends. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and compared with external benchmarks, historical trends, and the Company’s own experience to determine that its assumptions are reasonable. A one percentage-point change in the expected long-term rate of return on plan assets would have resulted in a change in pension expense for 2004 of approximately $2.7 million. A one percentage-point increase or decrease in the discount rate would have lowered by approximately $6.6 million or raised by approximately $7.4 million, respectively, the plans’ 2004 expense and would have changed the plans’ accumulated obligations by $43 million to $50 million as of the end of 2004.

During 2004, as discussed in Note 9, the Company recorded its estimate of the benefit it expects to receive as a result of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The Company’s accumulated postretirement benefit obligation was reduced by $5.6 million and its net periodic postretirement benefit cost was reduced by approximately $800,000. These amounts are based on various assumptions including equivalency of a portion of the Company’s plan to Medicare part D as well as expectations regarding participation rates going forward. As more detailed regulations emerge and participant behaviors become clearer, these estimates may need to be adjusted.

Self-insurance liabilities

The Company self-insures for certain medical and disability benefits, workers’ compensation costs, and automobile and general liability claims with specified stop-loss provisions for high-dollar claims. The Company estimates the liabilities for these items (approximately $18.5 million at December 26, 2004) based on historical experience and advice from actuaries and claim administrators. Actual claims experience as well as changes in health care cost trends could result in the Company’s eventual cost differing from the estimate.

Income taxes

The Company files income tax returns with various state tax jurisdictions in addition to the Internal Revenue Service and is regularly audited by both federal and state tax agencies. From time to time, those audits may result in proposed adjustments. The Company has considered the alternative interpretations that may be assumed by the various tax agencies and does not anticipate any material impact on its earnings as a result of the various audits.

The Company records income tax expense and liabilities in accordance with SFAS No. 109, Accounting for Income Taxes, under which deferred tax assets and liabilities are recorded for the differing treatments of various items of income and expense for financial reporting versus tax reporting purposes. The Company bases its estimate of those deferred tax assets and liabilities on current tax laws and rates as well as expected future income. Therefore, any significant changes in enacted federal and state tax laws or in expected future earnings might impact income tax expense and deferred tax assets and liabilities. The Company expects to benefit from the Qualified Production Activity Deduction (QPAD), which was passed as part of the American Jobs Creation Act of 2004 and made effective for years beginning after 2004. The QPAD, which effectively lowers the federal tax rate of domestic manufacturers, will be phased in increasingly over a five-year period. The statute underlying the QPAD is vague and the definition of “Qualifying Production Activity” is not yet clear; however, the Company

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currently does not believe that all its activities will qualify for the QPAD. The Company is awaiting further guidance and regulation from the Treasury Department before it can fully determine the impact of this new act.

Summary

Management believes, given current facts and circumstances, supplemented by the expertise and concurrence of external resources, including actuaries and accountants, that its estimates and assumptions are reasonable and are in accordance with GAAP. Management further believes that the assumptions and estimates actually used in the financial statements, taken as a whole, represent the most appropriate choices from among reasonably possible alternatives and fairly present the financial position, results of operations and cash flows of the Company. Management has discussed and will continue to discuss the development, selection, and disclosure of key estimates with the Audit Committee of the Board of Directors.

RESULTS OF OPERATIONS

Net income

In 2004, net income of $80.2 million ($3.38 per diluted share) rose sharply from 2003’s net income of $58.7 million ($2.50 per diluted share). The 2003 year included two items that nearly offset one another but nevertheless influenced results. The first was the October 2003 sale of Media General Financial Services, Inc. (MGFS) on which the Company recorded an after-tax gain of $6.8 million (net of income taxes of $3.9 million) and income from discontinued operations of $964 thousand (net of income taxes of $551 thousand). The second item was the July 2003 adoption of FIN 46, Consolidation of Variable Interest Entities, which resulted in the consolidation of certain VIEs that own real property leased to the Company. The Company added assets (primarily buildings) and liabilities (primarily debt) of the VIEs to its balance sheet and recognized a cumulative effect of change in accounting principle of $8.1 million (net of $3.4 million in taxes).

The improved year-over-year performance was led by a 15% rise in segment operating profits as the Broadcast Division posted record Political revenues and Classified advertising in the Publishing and Interactive Media Divisions was strong. Other significant factors included a $6.4 million improvement (and a return to profitability) in the Company’s share of SPNC’s results due to higher newsprint prices, a $6.1 million gain on a legal settlement and a $3.3 million reduction in interest expense. Together, these were more than sufficient to overcome $4.8 million of higher network affiliation intangibles amortization.

The Company’s 2003 net income of $58.7 million had rebounded from an accounting-change induced net loss of $72.9 million ($3.14 per diluted share) in 2002. Three items had a substantial impact on the Company’s comparable results. The MGFS sale and the adoption of FIN 46 were described previously. The third item was the January 2002 adoption of SFAS No. 142 which established a new accounting standard for goodwill and certain other indefinite-lived intangible assets. Upon adoption of SFAS No. 142, the Company ceased amortization of indefinite-lived intangibles and recognized an impairment loss of $126.3 million (net of a $12.2 million tax benefit), reported as a cumulative effect of change in accounting principle in the 2002 financial statements.

Income from continuing operations rose $7 million to $59 million ($2.52 per diluted share) in 2003 from $52 million ($2.24 per diluted share) in 2002. The majority of this increase reflected improvement in two key areas: interest rates which were substantially lower and precipitated a 28% reduction in year-over-year interest expense and newsprint selling prices which increased solidly and reduced losses from the Company’s share of its investment in SP Newsprint Company by $8.2 million. Conversely, divisional profits were down 2.4% as the Broadcast Division struggled to replace political advertising revenues in the 2003 off-election year, leading to a 17% year-over-year decline in that Division’s segment operating profit.

Publishing

Operating profits increased $7.2 million, or 5.8%, in 2004 over the equivalent 2003 period due to a $22.4 million increase in revenues offset by a $15.3 million increase in operating expenses. Continuing a trend that began late in 2003, Classified advertising, particularly employment advertising, was the growth engine for the Division throughout the year, finishing ahead of 2003 by 8.5%. Preprint and Circulation revenues also contributed nicely although the latter category was more the result of rate increases than of volume growth. Offsetting these increases was sluggish performance in National and Retail advertising where improved consumer confidence did not materialize as anticipated causing advertisers to remain cautious with the their spending. The graph that follows shows the strength of Classified and Preprints and the challenges experienced in National and Retail over the past three years.

The increase in operating expenses reflects the rising newsprint prices shown in the earlier graph, higher compensation and benefits costs, as well as increases in other departmental expenses, particularly in Tampa, related to its circulation growth plan initiatives, ongoing maintenance of facilities, and higher relocation and training costs. Newsprint costs (up $5.8 million) were the single largest factor in the expense increase as the average cost of a ton of newsprint consumed by the Publishing division rose $40 to $469 per ton. A 2.1% rise in salaries and benefits expense reflects merit increases and higher retirement plan costs offset by open positions across the division.

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Operating profit in 2003 for the Publishing Division decreased a modest $1.9 million from 2002. After adjusting for the $900 thousand improvement in the Company’s share of The Denver Post’s results (from a loss of $200 thousand in 2002 to income of $700 thousand in 2003), operating profit of the Division’s wholly owned operations was down $2.8 million. Revenues increased by 2.9%, or $15.5 million, however operating expenses rose by $18.3 million. Despite the challenging advertising climate in early 2003, all advertising revenue categories showed improvement over 2002 with the exception of Retail, which has struggled over the past few years as some advertisers have migrated toward preprints. This shift toward preprints has been felt industry wide as some advertisers view preprint ads as another effective means of reaching their target customers. National advertising increased in 2003 as a result of strong telecommunication advertising activity. Classified recovered nicely, particularly in the latter part of 2003, as it rebounded from the prior year’s weak advertising environment on the strength of real estate advertising and fourth-quarter growth in employment advertising.

Publishing Division operating expenses in 2003 increased $18.3 million from 2002. The majority of this increase was attributable to a combination of higher employee compensation and benefits costs and increased newsprint expense. Employee compensation and benefit costs were up 4.3% from 2002 due to annual salary increases and higher health care and retirement plan expenses. Newsprint expense was up $5.1 million over 2002 as prices continued the gradual ascent which had begun in August of 2002. A $28 per short ton rise in average price generated $3.7 million of this increase; the remaining $1.4 million was attributable to additional consumption resulting from expanded advertising linage, circulation increases and war coverage in early 2003.

As mentioned above, the Company’s share of results from The Denver Post Corporation improved $900 thousand to income of $700 thousand in 2003. The increased year-over-year results were attributable to improved operating revenues (driven by increases in National advertising, Preprints and Circulation revenues) combined with the absence of certain prior-year expenses associated with the formation of a Joint Operating Agreement with the Denver Rocky Mountain News.

Broadcast

Broadcast operating profits in 2004 surged 39% to $92.5 million due primarily to a record level of Political revenues. In total, Broadcast Division revenues increased $37.4 million, or 13%, in this even-numbered year as both Local and National advertising showed year-over-year increases led by the automotive, services, and telecommunications categories. Early in the year, Super Bowl advertising was strong, as was the advertising related to the Summer Olympics. Political advertising, which totaled $37.7 million, exceeded expectations throughout the year and reached its zenith in October. Spending related to the presidential campaign, Senate races across the Southeast, and issue-oriented advertising all contributed. The following graph shows Political advertising as a percentage of total time sales and very clearly demonstrates how Political advertising contributes to the cyclicality discussed earlier.

Operating expenses in the Broadcast Division increased 5.3% during the year, more than half of which related to compensation and benefits costs due to higher commissions and higher retirement plan costs. Additionally, fees for programming and for market-rating services also rose. Investments made by the Division over the past several years in news and other programs are paying dividends. At the close of 2004, 20 of the Company’s stations (including satellites) were ranked #1 or #2 in their markets. It is this strength of market position that makes the Company’s stations attractive outlets to the candidates for their political advertising.

In 2003 Broadcast operating profit dropped $13.4 million from 2002 as the Division faced several challenges in its efforts to achieve revenue growth. First, 2003 was an odd-numbered year, which meant that it was both a slow Political advertising year and that there was no Olympics-related advertising. The Division experienced a $24.9 million decline in Political ad revenues in this off-election year as Political time sales decreased to just over $7 million.

Second, a turbulent geopolitical environment led to cancellations and delays in advertising spending, particularly early in the year during the initial phase of the war in Iraq. Despite these obstacles, Local advertising surpassed the prior year by more than $10 million (6.2%) on strength in the automotive and furniture categories; the Division pursued its aggressive new business development strategies which included targeting new advertisers and offering client incentives. Led by the automotive category, National advertising demonstrated moderate growth of $1.4 million (1.4%) as advertiser apprehensions subsided and the economy began to stabilize.

The nominal increase in the Broadcast Division’s operating expenses of $700 thousand in 2003 was primarily the result of higher sales-related expenses associated with revenue enhancement programs in an effort to replace the expected decrease in Political advertising. Additionally, compensation and benefit costs rose 1.6% due solely to higher expenses related to health care and retirement plan increases. The cumulative increase in these expenses more than offset an 8.3% decrease in programming costs that resulted from reduced license fees, lower renewal fees for certain programs and several schedule changes. The Division was quite successful in its cost-containment endeavors as operating expenses only rose 0.3% over 2002; the majority of that increase was related to advertiser incentives, market research costs and sales development costs as which were part of a concerted effort to stimulate new advertising revenues.

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Interactive Media

Excluding a gain recorded in 2003 related to the sale of an investment, the Interactive Media Division’s 2004 operating loss of $6.3 million represented a 9.6% improvement from the prior year. Revenues grew by 44% (to $13.9 million) with nearly three-quarters of that amount coming from Classified advertising as upsell arrangements continued to thrive. Under these arrangements, customers pay an additional fee to have their classified advertisements placed online simultaneously with their publication in the Company’s newspapers. As noted previously, in early 2003 the Company sold its investment in Hoover’s, Inc., for $16.8 million, producing a pre-tax gain of $5.7 million ($3.7 million net of income taxes). The graph that follows shows the 50% growth in Classified advertising over each of the past two years as well as strong growth in other online revenues.

In addition to the Hoover’s sale mentioned above, comparability of the 2003 results to 2002 in IMD was disrupted by another factor. The Company experienced losses and write-offs from its share of certain equity and cost investments in various start-up ventures of $5.2 million in 2002. Absent the above-mentioned items, Interactive Media operating losses increased $300 thousand in 2003 compared to 2002. A $3.6 million increase in revenues was driven by a nearly 50% year-over-year rise in Classified due largely to upsells. Other online revenues associated with the Division’s wholly owned websites and portals showed strong growth as well.

Beginning with the 2001 formation of the Interactive Media Division, the Company anticipated increased losses for several years as innovative products were developed and acquired, new advertiser relationships were built, and the infrastructure to support the Division was formed. The Division remains focused on this development but progress is being made. By the end of 2004, the Company’s two largest online enterprises, TBO.com and TimesDispatch.com, were consistently profitable and the Division’s other enterprises were making progress. Based on the continuation of strong revenue growth and the maturation of its infrastructure, the Company currently expects the Division to become cash flow positive during the latter half of 2006.

Interest expense

In 2004 interest expense decreased $3.3 million to $31 million due primarily to a $42 million reduction in average debt outstanding augmented by an approximate 20 basis point reduction in average rate. In 2003 interest expense decreased $13.5 million due in large part to a decrease in the effective interest rate of approximately 140 basis points. Also fueling the reduction, average debt outstanding decreased $63 million for the year despite a $95.3 million addition to debt in 2003’s third quarter as a result of the adoption of FIN 46, which is discussed more fully in Note 1.

During the first quarter of 2003, all four of the Company’s interest rate swaps with notional amounts totaling $275 million matured; concurrently, four swaps with notional amounts totaling $200 million became effective. Two of these swaps matured in the first quarter of 2004; the remaining two swaps will do the same in the first quarter of 2005. These swaps are part of an overall interest-rate risk management strategy designed to manage interest cost and risk associated with variable interest rates, primarily short-term changes in LIBOR. These instruments are not intended to be traded for profit or loss. They are cash flow hedges that effectively convert the covered portion of the Company’s variable rate debt to fixed rate debt with a weighted average interest rate approximating 4.6% at December 26, 2004. If short-term interest rates were to be higher or lower by one percentage point throughout 2005 with the interest rate swaps terminating as described above, and assuming that the Company’s long-term debt remained unchanged from year end, the Company’s interest expense and income before taxes would change by approximately $3 million.

Income taxes

The Company’s effective tax rate on income from continuing operations was approximately 37%, 37% and 39% in 2004, 2003 and 2002. The decline in 2003’s rate was attributable to a decrease in the proportion of certain nondeductible benefit plan expenses, as well as to higher utilization of certain fuel tax credits.

LIQUIDITY

The Company expects that net cash flows from operations over the next 12 months will provide it with sufficient resources to manage working capital needs, pay dividends, and finance a higher level of capital expenditures; it will look to the unused portion of its credit facilities (described more fully below), if necessary, to fund new growth opportunities. The higher level of capital expenditures in 2005 will include final transitioning to full-power digital signals at the Company’s television stations as well as press projects at the Company’s Publishing operations in Bristol, Opelika-Auburn, and Lynchburg.

The Company has typically generated strong net cash provided by operations (ranging from $125 million to $173 million per year over the last 5 years). Additionally, the Company has historically generated cash from the sale of those operations and investments that were not central to its mission. The Company’s philosophy is to use excess cash flow, whether from operations or from sales proceeds, to repay debt, which has the effect of strengthening the balance sheet. A stronger balance sheet enhances the Company’s ability to qualify for favorable terms under its existing revolving credit facility, negotiate beneficial terms for new borrowing facilities, and produces the financial flexibility to act on attractive acquisition opportunities.

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The following table illustrates this philosophy by highlighting the major cash flows of the Company over the past three years:

(In millions)	2004			2003			2002
Major cash flows
Net cash provided by operations	$	171.3		$	151.6		$	163.9
Proceeds from dispositions		—			29.3			—
Capital expenditures		(37.8	)		(31.8	)		(37.9	)
Dividend payments		(19.0	)		(17.8	)		(16.7	)
Pension plan contribution		(35.0	)		(21.0	)		—
Other		14.5			1.1			25.9
Cash available		94.0			111.4			135.2
Acquisitions		—			(0.4	)		(1.1	)
Repayment of debt	$	94.0		$	111.0		$	134.1

Subsequent to the end of 2004, the majority owner of the Denver Post Corporation exercised its option to buy the Company’s 20% ownership position. Under the terms of the option, which are described more fully in Note 4, the transaction would close in the second quarter of 2005 following an appraisal process to determine the fair market value of the stock. The Company anticipates receiving significant cash proceeds and recording a material gain upon completion of the sale.

The table that follows shows long-term debt and other specified obligations of the Company:

(In millions)

Contractual obligations	Payments Due By Periods
	Total		2005		2006 2007		2008 2009		2010 and beyond
Long-term debt:
Revolving credit facility	$	225.0	$	—	$	225.0	$	—	$	—
Universal shelf registration		200.0		—		200.0		—		—
Borrowings of VIEs		95.3		—		95.3		—		—
Other		13.0		13.0		—		—		—
Operating leases1		19.7		4.6		6.2		2.7		6.2
Broadcast film rights2		94.9		15.1		30.4		32.5		16.9
Estimated benefit payments from Company assets3		43.8		4.5		8.2		8.6		22.5
Purchase obligations4		138.6		107.5		14.2		9.3		7.6
Total specified obligations	$	830.3	$	144.7	$	579.3	$	53.1	$	53.2

¹ Minimum rental commitments under noncancelable lease terms in excess of one year.

² Broadcast film rights include both recorded short-term and long-term liabilities for programs which have been produced and unrecorded commitments to purchase film rights which are not yet available for broadcast.

³ Actuarially estimated benefit payments under pension and other benefit plans expected to be funded directly from Company assets through 2013.

⁴ Includes: 1) all current liabilities not otherwise reported in the table that will require cash settlement, 2) significant purchase commitments for fixed assets, 3) significant non-ordinary course contract-based obligations.

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The Company has in place a $1 billion revolving credit facility and a universal shelf registration which allows for the issuance of public debt or equity totaling $1.2 billion combined (together the “Facilities”). As shown above, at the end of 2004 there were borrowings of $225 million outstanding under the revolving credit facility and $200 million in senior notes outstanding under the universal shelf. The Facilities carry cross-default provisions between the revolving credit and the senior notes and are guaranteed by the Company’s subsidiaries. The revolving credit facility has covenants stipulating certain maximum or minimum levels of interest coverage and leverage. These covenants, which involve debt levels, interest expense, and EBITDA (a measure of cash earnings as defined in the revolving credit agreement), can affect the Company’s maximum borrowing capacity under the Facilities. A significant drop in the Company’s EBITDA or a large increase in the Company’s debt level (without a commensurate increase in EBITDA) could make it challenging to meet the leverage ratio. The Company was in compliance with all covenants throughout the year and expects to remain in compliance going forward. In order to take advantage of a favorable bank-credit-market environment, the Company expects to replace its current revolving credit facility late in the first quarter of 2005 with a similar facility that would not mature until 2010.

The Company’s retirement plan, like many such plans, is in an underfunded position due to a combination of low investment returns in the early part of this century and lower discount rates. As a result, although not required to do so, the Company made a $35 million contribution to its retirement plan trust in early 2004 and a $21 million contribution in 2003 with the expectation of reducing the ultimate amount that it would need to contribute. The Company does not expect to make additional contributions in the near term, but whether it does or does not will depend directly upon future changes in market values, rates of return, discount rates, and plan benefits and design, among other factors. The Company believes that its contributions were the appropriate steps to take for the long-term benefit of the retirement plan, the Company, and its employees.

OUTLOOK FOR 2005

Due to the strength of 2004 and the fact that 2005 is an odd-numbered year, the Company will be challenged to replace certain significant sources of revenue, most notably in the Broadcast Division. Unlike 2004, the Company will not have revenues from Super Bowl advertising nor from Olympics advertising, and it faces the daunting task of replacing nearly $38 million of Political revenues. The Broadcast Division has developed plans to replace most of this revenue, but a shortfall still can be expected. In the Publishing and Interactive Media Divisions, the picture is brighter. Publishing expects to continue the advertising revenue growth levels of the 4^th quarter of 2004 as Classified maintains its strong position and Retail and National show year-over-year growth; higher newsprint prices are anticipated and will offset some of these advances. The Interactive Media Division expects strong revenue growth and should continue its progress to profitability. Higher newsprint prices will favorably impact the Company’s share of SP Newsprint’s results. The Company plans to increase long-term shareholder value through continued strategic capital investments at its current operations while looking for expanded opportunities across the Southeast.

* * * * * * *

Certain statements in this annual report that are not historical facts are “forward-looking” statements, as that term is defined by the federal securities laws. Forward-looking statements include statements related to pending transactions and contractual obligations, critical accounting estimates and assumptions, the impact of new accounting standards and the Internet, and expectations regarding newsprint prices, pension contributions, advertising levels and the effects of changes to FCC regulations. Forward-looking statements, including those which use words such as the Company “believes,” “anticipates,” “expects,” “estimates,” “intends” and similar words, are made as of the date of this filing and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.

Some significant factors that could affect actual results include: changes in advertising demand, changes in circulation levels, the availability and pricing of newsprint, changes in interest rates, the performance of pension plan assets, health care cost trends, regulatory rulings including those related to ERISA and tax laws, and the effects of new credit facilities, acquisitions, investments and dispositions on the Company’s results of operations and its financial condition.

25

Report of Management on Media General, Inc.’s

Internal Control over Financial Reporting

Management of Media General, Inc., (the Company) has assessed the Company’s internal control over financial reporting as of December 26, 2004, based on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that as of December 26, 2004, the Company’s system of internal control over financial reporting was properly designed and operating effectively based upon the specified criteria.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is comprised of policies, procedures and reports designed to provide reasonable assurance, to the Company’s management and board of directors, that the financial reporting and the preparation of financial statements for external purposes has been handled in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (1) govern records to accurately and fairly reflect the transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable safeguards against or timely detection of material unauthorized acquisition, use or disposition of the Company’s assets.

Internal controls over financial reporting may not prevent or detect all misstatements. Additionally, projections as to the effectiveness of controls to future periods are subject to the risk that controls may not continue to operate at their current effectiveness levels due to changes in personnel or in the Company’s operating environment.

Ernst & Young LLP, the Independent Registered Public Accounting Firm that audited the Company’s consolidated financial statements, has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting which is included elsewhere in this annual report.

January 26, 2005

/s/ J. Stewart Bryan III	/s/ Marshall N. Morton	/s/ O. Reid Ashe Jr.
J. Stewart Bryan III	Marshall N. Morton	O. Reid Ashe Jr.
Chairman and	Vice Chairman and	President and
Chief Executive Officer	Chief Financial Officer	Chief Operating Officer

26

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting

The Board of Directors and Stockholders

Media General, Inc.

We have audited management’s assessment, included in the accompanying Report of Management on Media General, Inc.’s Internal Control over Financial Reporting, that Media General, Inc. maintained effective internal control over financial reporting as of December 26, 2004, based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Media General, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Media General, Inc. maintained effective internal control over financial reporting as of December 26, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Media General, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 26, 2004, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Media General, Inc., as of December 26, 2004, and December 28, 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 26, 2004, and our report dated January 26, 2005 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Richmond, Virginia

January 26, 2005

27

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Media General, Inc.

We have audited the accompanying consolidated balance sheets of Media General, Inc., as of December 26, 2004, and December 28, 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended December 26, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Media General, Inc., at December 26, 2004, and December 28, 2003, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended December 26, 2004, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 2003 the Company changed its method of accounting for variable interest entities to comply with the accounting provisions of FASB Interpretation No. 46.

As discussed in Note 2 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and certain other indefinite-lived intangible assets to comply with the accounting provisions of Statement of Financial Accounting Standards No. 142.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Media General, Inc.’s internal control over financial reporting as of December 26, 2004, based on criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 26, 2005, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Richmond, Virginia

January 26, 2005

28

Media General, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Fiscal Years Ended
	December 26, 2004			December 28, 2003			December 29, 2002
Revenues	$	900,420		$	837,423		$	831,582
Operating costs:
Production		375,752			356,694			345,647
Selling, general and administrative		309,300			292,986			272,430
Depreciation and amortization		66,036			65,467			65,401
Total operating costs		751,088			715,147			683,478
Operating income		149,332			122,276			148,104
Other income (expense):
Interest expense		(31,082	)		(34,424	)		(47,874	)
Investment income (loss) - unconsolidated affiliates		1,551			(4,672	)		(14,129	)
Other, net		7,477			10,666			(115	)
Total other income (expense)		(22,054	)		(28,430	)		(62,118	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle		127,278			93,846			85,986
Income taxes		47,093			34,800			33,944
Income from continuing operations before cumulative effect of change in accounting principle		80,185			59,046			52,042
Discontinued operations:
Income from discontinued operations (net of income taxes of $551 in 2003 and $787 in 2002)		—			964			1,377
Gain on sale of operations (net of income taxes of $3,860 in 2003)		—			6,754			—
Cumulative effect of change in accounting principle (net of income tax benefit of $3,420 in 2003 and $12,188 in 2002)		—			(8,079	)		(126,336	)
Net income (loss)	$	80,185		$	58,685		$	(72,917	)
Earnings (loss) per common share:
Income from continuing operations before cumulative effect of change in accounting principle	$	3.43		$	2.56		$	2.27
Income from discontinued operations		—			0.33			0.06
Cumulative effect of change in accounting principle		—			(0.35	)		(5.51	)
Net income (loss)	$	3.43		$	2.54		$	(3.18	)
Earnings (loss) per common share - assuming dilution:
Income from continuing operations before cumulative effect of change in accounting principle	$	3.38		$	2.52		$	2.24
Income from discontinued operations		—			0.33			0.06
Cumulative effect of change in accounting principle		—			(0.35	)		(5.44	)
Net income (loss)	$	3.38		$	2.50		$	(3.14	)

Notes to Consolidated Financial Statements begin on page 34.

29

Media General, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and per share amounts)

ASSETS

	December 26, 2004			December 28, 2003
Current assets:
Cash and cash equivalents	$	9,823		$	10,575
Accounts receivable (less allowance for doubtful accounts 2004 - $5,994; 2003 - $7,011)		117,177			113,226
Inventories		8,021			6,171
Other		35,826			32,649
Total current assets		170,847			162,621
Investments in unconsolidated affiliates		93,277			89,994
Other assets		59,676			60,277
Property, plant and equipment, at cost:
Land		31,248			32,877
Buildings		269,341			269,842
Machinery and equipment		518,606			503,985
Construction in progress		13,280			10,669
Accumulated depreciation		(410,176	)		(383,285	)
Net property, plant and equipment		422,299			434,088
Excess of cost over fair value of net identifiable assets of acquired businesses		832,004			832,004
FCC licenses and other intangibles		790,709			807,771
Total assets	$	2,368,812		$	2,386,755

Notes to Consolidated Financial Statements begin on page 34.

30

LIABILITIES AND STOCKHOLDERS’ EQUITY

	December 26, 2004			December 28, 2003
Current liabilities:
Accounts payable	$	27,000		$	22,210
Accrued expenses and other liabilities		92,163			83,424
Income taxes payable		7,708			8,769
Total current liabilities		126,871			114,403
Long-term debt		437,960			531,969
Borrowings of consolidated variable interest entities		95,320			95,320
Deferred income taxes		390,132			362,769
Other liabilities and deferred credits		134,760			174,833
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock ($5 cumulative convertible), par value $5 per share: authorized 5,000,000 shares; none outstanding
Common stock, par value $5 per share:
Class A, authorized 75,000,000 shares; issued 23,230,109 and 22,989,506 shares		116,150			114,947
Class B, authorized 600,000 shares; issued 555,992 shares		2,780			2,780
Additional paid-in capital		46,067			34,595
Accumulated other comprehensive income (loss):
Unrealized gain on equity securities		2,222			3,498
Unrealized loss on derivative contracts		(5,971	)		(9,757	)
Minimum pension liability		(46,903	)		(44,725	)
Unearned compensation		(9,408	)		(11,670	)
Retained earnings		1,078,832			1,017,793
Total stockholders’ equity		1,183,769			1,107,461
Total liabilities and stockholders’ equity	$	2,368,812		$	2,386,755

Notes to Consolidated Financial Statements begin on page 34.

31

Media General, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except shares and per share amounts)

	Class A Shares		Common Stock						Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Unearned Compensation			Retained Earnings			Total
			Class A			Class B
Balance at December 30, 2001	22,420,065		$	112,100		$	2,783		$	10,006		$	(21,013	)	$	(6,780	)	$	1,066,572		$	1,163,668
Net loss				—			—			—			—			—			(72,917	)		(72,917	)
Unrealized gain on equity securities (net of deferred taxes of $3,168)				—			—			—			5,560			—			—			5,560
Unrealized gain on derivative contracts (net of deferred taxes of $2,552)				—			—			—			4,598			—			—			4,598
Minimum pension liability (net of deferred tax benefit of $20,500)				—			—			—			(35,924	)		—			—			(35,924	)
Comprehensive loss																						(98,683	)
Cash dividends to shareholders ($0.72 per share)				—			—			—			—			—			(16,662	)		(16,662	)
Exercise of stock options	250,694			1,253			—			6,920			—			—			—			8,173
Stock issuances	3,619			18			—			180			—			—			—			198
Income tax benefits relating to restricted shares and exercised options				—			—			2,418			—			—			—			2,418
Amortization of unearned compensation				—			—			—			—			1,274			—			1,274
Other	(21,912	)		(109	)		(3	)		(1,020	)		—			—			—			(1,132	)
Balance at December 29, 2002	22,652,466			113,262			2,780			18,504			(46,779	)		(5,506	)		976,993			1,059,254
Net income				—			—			—			—			—			58,685			58,685
Unrealized gain on equity securities (net of deferred taxes of $2,009)				—			—			—			3,498			—			—			3,498
Reclassification of gains included in net income (net of deferred taxes of $2,139)				—			—			—			(3,607	)		—			—			(3,607	)
Unrealized gain on derivative contracts (net of deferred taxes of $2,659)				—			—			—			4,705			—			—			4,705
Minimum pension liability (net of deferred tax benefit of $4,765)				—			—			—			(8,801	)		—			—			(8,801	)
Comprehensive income																						54,480
Cash dividends to shareholders ($0.76 per share)				—			—			—			—			—			(17,800	)		(17,800	)
Exercise of stock options	173,144			866			—			6,213			—			—			—			7,079
Stock issuances	157,488			787			—			8,031			—			(8,645	)		—			173
Income tax benefits relating to restricted shares and exercised options				—			—			1,507			—			—			—			1,507
Amortization and forfeitures of unearned compensation	(3,900	)		(20	)		—			(199	)		—			2,481			—			2,262
Other	10,308			52			—			539			—			—			(85	)		506
Balance at December 28, 2003	22,989,506			114,947			2,780			34,595			(50,984	)		(11,670	)		1,017,793			1,107,461
Net income				—			—			—			—			—			80,185			80,185
Unrealized loss on equity securities (net of deferred tax benefit of $742)				—			—			—			(1,276	)		—			—			(1,276	)
Unrealized gain on derivative contracts (net of deferred taxes of $2,147)				—			—			—			3,786			—			—			3,786
Minimum pension liability (net of deferred tax benefit of $1,248)				—			—			—			(2,178	)		—			—			(2,178	)
Comprehensive income																						80,517
Cash dividends to shareholders ($0.80 per share)				—			—			—			—			—			(18,955	)		(18,955	)
Exercise of stock options	228,868			1,144			—			8,711			—			—			—			9,855
Stock issuances	3,735			19			—			210			—			—			—			229
Income tax benefits relating to restricted shares and exercised options				—			—			2,036			—			—			—			2,036
Amortization of unearned compensation				—			—			—			—			2,262			—			2,262
Other	8,000			40			—			515			—			—			(191	)		364
Balance at December 26, 2004	23,230,109		$	116,150		$	2,780		$	46,067		$	(50,652	)	$	(9,408	)	$	1,078,832		$	1,183,769

Notes to Consolidated Financial Statements begin on page 34.

32

Media General, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Years Ended
	December 26, 2004			December 28, 2003			December 29, 2002
Cash flows from operating activities:
Net income (loss)	$	80,185		$	58,685		$	(72,917	)
Adjustments to reconcile net income (loss):
Cumulative effect of change in accounting principle		—			8,079			126,336
Depreciation		43,543			46,504			46,693
Amortization		22,493			19,021			18,802
Deferred income taxes		28,376			22,594			18,078
Provision for doubtful accounts		4,365			4,558			3,902
Investment (income) loss - unconsolidated affiliates		(1,551	)		4,672			14,129
Distribution from unconsolidated affiliate		—			—			4,100
Write-down of investments		—			—			4,793
Gain on settlement		(6,109	)		—			—
Net gain on discontinued operations		—			(6,754	)		—
Gain on sale of investment		—			(5,746	)		—
Net cash provided by operations		171,302			151,613			163,916
Change in assets and liabilities:
Retirement plan contributions		(35,014	)		(21,000	)		—
Accounts payable, accrued expenses and other liabilities		4,437			1,477			10,434
Reduction in advance from unconsolidated newsprint affiliate		—			(6,667	)		—
Other, net		(2,337	)		1,340			2,891
Net cash provided by operating activities		138,388			126,763			177,241
Cash flows from investing activities:
Capital expenditures		(37,835	)		(31,774	)		(37,903	)
Purchase of businesses		—			(375	)		(1,124	)
Proceeds from sales of investment and discontinued operations		—			29,286			—
Contribution to unconsolidated newsprint affiliate		—			(2,000	)		—
Other investments		(2,204	)		(2,973	)		(1,633	)
Other, net		1,440			520			5,547
Net cash used by investing activities		(38,599	)		(7,316	)		(35,113	)
Cash flows from financing activities:
Increase in debt		313,500			286,000			251,000
Repayment of debt		(407,509	)		(396,968	)		(385,091	)
Cash dividends paid		(18,955	)		(17,800	)		(16,662	)
Proceeds from stock options exercised		9,855			7,079			8,173
Other, net		2,568			1,538			2,594
Net cash used by financing activities		(100,541	)		(120,151	)		(139,986	)
Net (decrease) increase in cash and cash equivalents		(752	)		(704	)		2,142
Cash and cash equivalents at beginning of year		10,575			11,279			9,137
Cash and cash equivalents at end of year	$	9,823		$	10,575		$	11,279

Notes to Consolidated Financial Statements begin on page 34.

33

Media General, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Significant Accounting Policies

Fiscal year

The Company’s fiscal year ends on the last Sunday in December.

Principles of consolidation

The accompanying financial statements include the accounts of Media General, Inc., subsidiaries more than 50% owned, and certain variable interest entities for which Media General, Inc. is the primary beneficiary (collectively the Company). All significant intercompany balances and transactions have been eliminated. The equity method of accounting is used for investments in other companies in which the Company has significant influence; generally, this represents investments comprising approximately 20 to 50 percent of the voting stock of companies and certain partnership interests. Other investments are generally accounted for using the cost method.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company reevaluates its estimates on an ongoing basis. Actual results could differ from those estimates.

Presentation

Certain prior-year financial information has been reclassified to conform with the current year’s presentation.

Revenue recognition

The Company’s principal sources of revenue are the sale of advertising in newspapers, the sale of newspapers to individual subscribers and distributors, and the sale of airtime on television stations. In addition, the Company sells advertising on its newspaper and television websites and portals, and derives revenues from other online activities. Advertising revenue is recognized when advertisements are published, aired or displayed, or when related advertising services are rendered. Newspaper advertising contracts, which generally have a term of one year or less, may provide rebates or discounts based upon the volume of advertising purchased during the terms of the contracts. Estimated rebates and discounts are recorded as a reduction of revenue in the period the advertisement is displayed. This requires the Company to make certain estimates regarding future advertising volumes. Estimates are based on various factors including historical experience and advertising sales trends. These estimates are revised as necessary based on actual volume realized. Subscription revenue is recognized on a pro-rata basis over the term of the subscription. Amounts received from customers in advance are deferred until earned.

Cash and cash equivalents

Cash in excess of current operating needs is invested in various short-term instruments carried at cost that approximates fair value. Those short-term investments having an original maturity of three months or less are classified in the balance sheet as cash equivalents.

Derivatives

Derivatives are recognized as either assets or liabilities on the balance sheet at fair value. If a derivative is a hedge, a change in its fair value is either offset against the change in the fair value of the hedged item through earnings, or recognized in Other Comprehensive Income (OCI) until the hedged item is recognized in earnings. Any difference between fair value of the hedge and the item being hedged, known as the ineffective portion, is immediately recognized in earnings in the line item “Other, net” during the period of change. For derivative instruments that are designated as cash flow hedges, the effective portion of the change in value of the derivative instrument is reported as a component of the Company’s OCI and is reclassified into earnings (interest expense for interest rate swaps and newsprint expense for newsprint swaps) in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Company’s current earnings during the period of change. Derivative instruments are carried at fair value on the Consolidated Balance Sheets in the applicable line item “Other assets” or “Other liabilities and deferred credits”.

Accounts receivable and concentrations of credit risk

Media General is a diversified communications company which sells products and services to a wide variety of customers located principally in the southeastern United States. The Company’s trade receivables result from its publishing, broadcast and interactive media operations. The Company routinely assesses the financial strength of significant customers, and this assessment, combined with the large number and geographic diversity of its customer base, limits its concentration of risk with respect to trade receivables. The Company maintains an allowance for doubtful accounts based on both the aging of accounts at period end and specific allocations for certain customers.

Inventories

Inventories consist principally of raw materials (primarily newsprint) and broadcast equipment, and are valued at the lower of cost or market. The value of newsprint inventories and broadcast equipment is determined by the first-in, first-out, and specific identification methods, respectively.

Self-Insurance

The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs, as well as automobile and general liability claims. The Company’s responsibility for workers’ compensation and auto and general liability claims are capped at a certain dollar level (generally $150 thousand to $250 thousand, depending on claim type). Insurance liabilities are calculated on an undiscounted basis based on actual claim data and estimates of incurred but not reported claims. Estimates for projected settlements and incurred but not reported claims are based on development factors, including historical trends and data, provided by a third party.

Broadcast film rights

Broadcast film rights consist principally of rights to broadcast syndicated programs, sports and feature films and are stated at the lower of cost or estimated net realizable value. Program rights and the corresponding contractual obligations are recorded as other assets (based upon the expected use in succeeding years) and as other liabilities (in accordance with the payment terms of the contract) in the Consolidated Balance Sheets when programs become available for use. Generally, program rights of one year or less are amortized using the straight-line method; program rights of longer duration are amortized using an accelerated method.

34

Property and depreciation

Plant and equipment are depreciated, primarily on a straight-line basis, over their estimated useful lives which are generally 40 years for buildings and range from 3 to 20 years for machinery and equipment. Depreciation deductions are computed by accelerated methods for income tax purposes. Major renovations and improvements and interest expense incurred during the construction period of major additions are capitalized. Expenditures for maintenance, repairs and minor renovations are charged to expense as incurred.

Intangible and other long-lived assets

When indicators of impairment are present, management evaluates the recoverability of long-lived tangible and finite-lived intangible assets by reviewing current and projected profitability using undiscounted cash flows of such assets. Annually, or more frequently if impairment indicators are present, management evaluates the recoverability of indefinite-lived intangibles by reporting unit using estimated discounted cash flows to determine their fair value.

Intangibles consist of goodwill (which is the excess of purchase price over the net assets of businesses acquired), FCC licenses, subscriber lists, network affiliations, other broadcast intangibles, intellectual property, and trademarks. With the adoption of SFAS No. 142 in 2002, amortization of indefinite-lived intangibles ceased, but finite-lived intangibles continued to be amortized by the straight-line method over periods ranging from 1 to 12 years; in December 2003 network affiliation intangible assets were determined to have a finite life of 40 years and amortization was initiated. A reevaluation of network affiliation intangible asset lives resulted in this asset being amortized over 25 years beginning with the fourth quarter of 2004. Internal use software is amortized on a straight-line basis over its estimated useful life, not to exceed 5 years.

Income taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Comprehensive income

The Company’s comprehensive income consists of net income, minimum pension liability adjustments, unrealized gains and losses on certain investments in equity securities (including reclassification adjustments), and changes in the value of derivative contracts as well as the Company’s share of OCI from its investments accounted for under the equity method.

Stock-based compensation

The Company’s three stock-based employee compensation plans, which are described more fully in Note 8, are accounted for in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Under APB 25, no compensation expense is recorded because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant. The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for 2004, 2003 and 2002, respectively: risk-free interest rates of 3.84%, 3.71%, and 4.91%; dividend yields of 1.36%, 1.38% and 1.33%; volatility factors of .48, .40 and .48; and an expected life of 8 years.

	Years Ended
(In thousands, except per share amounts)	2004			2003			2002
Net income (loss), as reported	$	80,185		$	58,685		$	(72,917	)
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(4,590	)		(4,450	)		(4,458	)
Pro forma net income (loss)	$	75,595		$	54,235		$	(77,375	)
Earnings (loss) per share:
Basic—as reported	$	3.43		$	2.54		$	(3.18	)
Basic—pro forma	$	3.24		$	2.35		$	(3.37	)
Diluted—as reported	$	3.38		$	2.50		$	(3.14	)
Diluted—pro forma	$	3.18		$	2.31		$	(3.33	)

New accounting pronouncements

In December 2004, the Financial Accounting Strandards Board (FASB) issued Statement 123(R), Share-Based Payment, which addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for equity instruments of the company or liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. This statement eliminates the ability to account for share-based compensation transactions using APB No. 25 and requires instead that such transactions be accounted for using a fair-value-based method to recognize compensation expense. This statement will be effective for public companies for interim or annual periods beginning after June 15, 2005 (earlier adoption is permitted). The Company plans to adopt the statement as of the beginning of the third quarter in 2005 but has not yet determined which transition methodology it will utilize. The Company also continues to evaluate option-pricing models to value share-based transactions initiated after the date of adoption of Statement 123(R).

In September 2004 the Securities and Exchange Commission announced, under EITF Topic No. D-108, that the residual method (until

35

now, a method in common use in the broadcast industry) will no longer be accepted as an appropriate method to value acquired assets other than goodwill. Effective no later than the beginning of the first fiscal year after December 15, 2004, registrants will be required to use a direct valuation method for impairment testing on all identifiable intangible assets, including those previously valued using the residual method. Any excess carrying value over the fair value calculated using a direct method would be reported as a cumulative effect of a change in accounting principle. The Company’s FCC licenses were originally valued using a residual method. The Company is evaluating the impact of this announcement but does expect that using a direct method will result in a material change to the carrying value of intangible assets related to its FCC licenses.

In the second quarter of 2004, the Company adopted (retroactive to the beginning of the year) FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. See Note 9 for a complete discussion of the effects of the Act.

In January 2003 the FASB issued FASB Interpretation 46, Consolidation of Variable Interest Entities. In general, the Interpretation requires that the assets, liabilities, and activities of a Variable Interest Entity (VIE) be consolidated into the financial statements of the enterprise that has the controlling financial interest. The Company adopted the Interpretation as of the beginning of the third quarter in 2003 and began consolidating certain VIEs which own real property leased to the Company. During 2002, the Company entered into lease agreements whereby variable interest entities borrowed approximately $100 million to refinance existing leased real estate facilities; the facilities are leased to the Company for a term of up to five years. The Company may cancel the leases by purchasing or arranging for the sale of the facilities. Upon adoption of FIN 46, the Company added the assets (primarily buildings) and the liabilities (primarily debt) of the VIEs to its balance sheet and recognized a cumulative effect of change in accounting principle of $8.1 million (net of $3.4 million in taxes). Additionally, beginning with the third quarter of 2003, the Company began recognizing non-cash expense for depreciation and amortization, and reporting as interest expense certain amounts which had previously been reported as rent expense. The Company’s cash flow was not affected by the adoption of this Interpretation. If the Company had consolidated the VIEs for all periods presented, pretax income would have been lower by $3 million and $1.6 million, in 2002, and the first half (prior to adoption) of 2003, respectively, due to the aforementioned non-cash expense. At December 26, 2004, the Company had assets of approximately $80 million related to VIEs (and pledged as collateral for the VIEs’ debt) included on its Consolidated Balance Sheet.

The FASB issued two proposed statements in December 2003, which are expected to be finalized in early 2005. The first proposed statement, Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3, would require retrospective application (rather than cumulative effect treatment) for changes in accounting principles unless it is impracticable to determine the cumulative impact of period-specific effects of the accounting change. A change would be applied to the earliest period for which it is practicable and a corresponding adjustment to retained earnings would be made. If it would be impracticable to determine the cumulative effect, an accounting change would be applied prospectively from the earliest date practicable. This final standard would be effective for accounting changes made in periods beginning after December 15, 2005. The second proposed statement, Earnings Per Share – an Amendment of FASB Statement No. 128, would amend FAS No. 128 in several ways, most notably the number of incremental shares included in the denominator in year-to-date diluted earnings per share calculations would be computed by using the weighted average market price of common shares for the year-to-date period rather than by using the weighted average of incremental shares for each quarterly period during the year. This final standard will be effective for periods beginning after December 15, 2004. The Company does not expect that this proposed statement will have a significant impact on its calculated earnings per share.

Note 2: Intangible Assets

Effective with the beginning of 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. This statement established a new accounting standard for goodwill and certain other indefinite-lived intangible assets. It also established a new method of testing those assets for value impairment. It continued to require recognition of these items as assets but amortization as previously required by APB Opinion No. 17, Intangible Assets, ceased upon adoption in fiscal 2002. It also required that these assets be separately tested for impairment annually, or more frequently if impairment indicators arise, at the reporting-unit level using a fair-value-based approach. A reporting unit is defined as an operating segment or one level below an operating segment. The provisions of this statement apply not only to balances arising from acquisitions completed after June 30, 2001, but also to the unamortized balances at the date of adoption. Intangible assets that have finite lives continue to be amortized over their useful life.

At December 30, 2001 (prior to adoption), the Company had net goodwill of $934 million and other intangibles of $865 million. The other intangibles consisted of FCC licenses, network affiliations, assembled workforce, subscriber lists and other broadcast intangibles. Based on provisions in the standard, assembled workforce (approximating $4 million) was combined into goodwill and the useful lives of goodwill, FCC licenses and network affiliations were determined to be indefinite; accordingly, their amortization ceased. Subscriber lists and other broadcast intangibles were determined to have finite lives. These lives were reevaluated and remained unchanged. The indefinite-lived intangibles were evaluated for impairment by reporting unit, using estimated discounted cash flows to determine their fair value. Poor economic conditions in 2001 led to reduced expectations for cash flows in future years. This resulted in an impairment loss of $126.3 million (net of a $12.2 million tax benefit), reported as a cumulative effect of change in accounting principle in the 2002 financial statements. This impairment loss was attributable to goodwill, network affiliations and FCC licenses in the Broadcast Segment reporting units of $106.2 million, $12.4 million and $7.7 million, respectively.

In December 2003, the Securities and Exchange Commission indicated that network affiliation intangibles should not have indefinite lives. At that time, in accordance with SFAS No. 142, the Company performed an impairment test of its network affiliations (no impairment was indicated), assigned a 40-year life based on its good relationships with its networks and its long history of renewing these agreements, and initiated amortization. Effective at the beginning of the fourth quarter of 2004, the Company reevaluated the remaining useful life of these assets and determined that the life should be 25 years because this was deemed to be the length of time before a material modification

36

of the underlying contract would occur.

The Consolidated Statements of Operations include recorded amortization expense for finite-lived intangibles of $17.1 million, $12.3 million and $11.9 million in 2004, 2003 and 2002, respectively. Currently, intangibles amortization expense, including network affiliations, is projected to be approximately $18.8 million in 2005 and 2006, decreasing to approximately $18.3 million in 2007, $16.8 million in 2008 and $12.6 million in 2009. The following table shows the gross carrying amount and accumulated amortization for intangible assets as of December 26, 2004, and December 28, 2003:

	As of December 26, 2004				As of December 28, 2003
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets (including network affiliation, advertiser, programming and subscriber relationships):
Broadcast	$	279,201	$	58,309	$	279,201	$	44,694
Publishing		34,281		23,500		34,281		20,482
Interactive Media		2,112		1,180		2,112		751
Total	$	315,594	$	82,989	$	315,594	$	65,927
Indefinite-lived intangible assets:
Goodwill:
Broadcast	$	195,173			$	195,173
Publishing		636,831				636,831
Total goodwill		832,004				832,004
FCC licenses		558,021				558,021
Trademarks		83				83
Total	$	1,390,108			$	1,390,108

Note 3: Dispositions and Discontinued Operations

In October 2003, the Company sold Media General Financial Services, Inc. (MGFS), a component of its Interactive Media Division, to CenterPoint Data, Inc. The Company recorded an after-tax gain of $6.8 million (net of income taxes of $3.9 million). The following results of MGFS have been presented as income from discontinued operations in the accompanying consolidated statements of operations:

	Fiscal Years Ended
(In thousands)	December 28, 2003		December 29, 2002
Revenues	$	3,854	$	5,218
Costs and expenses		2,339		3,054
Income before income taxes		1,515		2,164
Income taxes		551		787
Income from discontinued operations	$	964	$	1,377

Note 4: Investments

The Company’s equity method investments include a one-third partnership interest in SP Newsprint Company (SPNC), a domestic newsprint manufacturer, a 20% interest in the Denver Post Corporation (Denver), which the Company recognizes on a one-month lag, and an approximate 18% interest in a limited partnership investment company, which the Company recognizes on a three-month lag. Additionally, the Company has a small interest in a national online database of classified advertising and e-commerce; equity losses recorded by the Company during 2002 reduced the value of the latter investment to zero. Summarized financial information for the Company’s investment in these unconsolidated affiliates is presented in the following chart:

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(In thousands)	2004		2003
Current assets	$	115,804	$	104,667
Noncurrent assets		541,726		595,770
Current liabilities		72,478		103,681
Noncurrent liabilities		277,998		296,756

(In thousands)	2004		2003			2002
Net sales	$	562,963	$	476,997		$	435,352
Gross profit (loss)		26,636		10,196			(16,459	)
Net income (loss)		7,264		(13,971	)		(47,481	)
Company’s equity in net income (loss)		1,551		(4,672	)		(14,129	)

The Company is committed to purchase approximately 40 thousand tons of newsprint annually from SPNC. In 2004, the Company purchased approximately 58 thousand tons of newsprint from SPNC at market prices, which totaled $27 million and approximated 42% of the Company’s newsprint needs; in 2003 and 2002, the Company purchased approximately 55 thousand and 50 thousand tons, respectively, of newsprint from SPNC which approximated 39% and 38% of the Company’s newsprint needs and totaled approximately $23 million and $20 million in those years. The Company has agreed to contribute additional equity (up to $4.7 million) if SPNC’s liquidity, as defined, were to fall below a minimum threshold. This agreement terminates on December 31, 2005. During 2003, the Company returned an advance of $6.7 million to SPNC and made a $2 million pro-rata capital contribution. Summarized financial information for the Company’s investment in SPNC, accounted for by the equity method, is presented in the following chart. These results for SPNC were influenced by newsprint selling prices, which rose throughout 2003 and 2004.

SP Newsprint Company:

(In thousands)	2004		2003
Current assets	$	103,671	$	93,531
Noncurrent assets		449,577		484,926
Current liabilities		67,672		99,906
Noncurrent liabilities		244,804		239,823

(In thousands)	2004		2003			2002
Net sales	$	555,058	$	469,151		$	421,158
Gross profit (loss)		44,986		27,416			(4,622	)
Net income (loss)		3,010		(16,142	)		(40,560	)
Company’s equity in net income (loss)		1,003		(5,381	)		(13,544	)

Denver is the parent company of The Denver Post, a Colorado daily newspaper. The majority owner of Denver has an option to purchase the Company’s 20% interest prior to July of 2005. The price would be determined based on mutually agreed terms or independent appraisals of Denver’s fair value.

Retained earnings of the Company at December 26, 2004, included $29.7 million related to undistributed earnings of unconsolidated affiliates.

The Company accounts for its other investments under the cost method. During 2003, the Company made an investment of $4 million in NTN Communications, Inc., a publicly traded company to whom the Company has licensed proprietary game content for five years. It made an additional investment of $2 million in 2004. Additionally, in 2003 the Company sold its shares of Hoover’s Inc. (a provider of business information) for $16.8 million and reported a pretax gain of $5.7 million ($3.7 million net of income taxes), which is included in the line item Other, net (after being specifically identified and reclassified from Other Comprehensive Income). Proceeds from the sale were used to repay debt. Additionally, the Company has made various investments in dot.com companies. The performance of these investments has mirrored the wider economic situation related to the dot.com industry and several write-downs and write-offs have ensued as a result. In 2002, investments in two companies approximating $4.8 million were written-off due to permanent impairment. The first company, which invests in emerging enterprises, recorded impairment losses in its portfolio. The second company developed additional uses for the digital broadcast spectrum but was unable to produce a commercially viable product; this company is currently in bankruptcy.

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Note 5: Long-Term Debt and Other Financial Instruments

Long-term debt at December 26, 2004, and December 28, 2003, was as follows:

(In thousands)	2004		2003
Revolving credit facility	$	225,000	$	325,000
6.95% senior notes due in 2006, net of discount		199,960		199,937
Borrowings of consolidated variable interest entities		95,320		95,320
Bank lines		13,000		7,000
Capitalized leases		—		32
Long-term debt	$	533,280	$	627,289

In June 2001 the Company entered into a five-year revolving credit facility committing a syndicate of banks to lend the Company up to $1 billion. Interest rates under the facility are based on the London Interbank Offered Rate (LIBOR) plus a margin ranging from 0.75% to 1.50% (.85% at December 26, 2004), determined by the Company’s leverage ratio, as defined. Under this facility, the Company pays fees (0.15% at December 26, 2004) on the entire commitment of the facility at a rate also based on its leverage ratio. The Company’s debt covenants require the maintenance of an interest coverage ratio in addition to the leverage ratio, as defined.

The Company also has a universal shelf registration for combined public debt or equity securities totaling up to $1.2 billion under which it has issued $200 million of senior notes due September 1, 2006. These senior notes (sold at a slight discount) pay a coupon rate of 6.95% semi-annually in March and September. Covenants under these notes include limitations on liens, sale-leaseback transactions, and indebtedness. Additionally, these notes are currently guaranteed by the Company’s subsidiaries.

As of December 26, 2004, the Company was in compliance with all covenants. The Company’s projections indicate that the covenants will continue to be met throughout 2005.

At December 26, 2004, the Company had borrowings of $13 million from bank lines due within one year classified as long-term debt in accordance with the Company’s intention and ability to refinance these obligations on a long-term basis under existing facilities. The interest rate on the bank lines was 3.4% at December 26, 2004. Additionally, the Company had $95 million in debt as a result of consolidating certain variable interest entities (VIEs) and has recorded interest on this debt based on current commercial paper rates. See Note 1 for a further discussion of VIEs.

Long-term debt maturities during the five years subsequent to December 26, 2004, aggregating $533.3 million, are as follows: 2005 – $13 million; 2006 – $425 million; 2007 – $95.3 million.

Toward the end of the first quarter of 2003, four of the Company’s interest rate swaps with notional amounts totaling $275 million matured; concurrently, four swaps with notional amounts totaling $200 million became effective. Toward the end of the first quarter of 2004, two of these swaps with notional amounts totaling $100 million matured, leaving two remaining swaps with notional amounts of $50 million each which will mature in the first quarter of 2005. These swaps are cash flow hedges that effectively converted the covered portion of the Company’s variable rate debt to fixed rate debt with a weighted average interest rate approximating 4.6% at December 26, 2004. The Company entered into these interest rate swap agreements to manage interest cost and cash flows associated with variable interest rates, primarily short-term changes in LIBOR; changes in cash flows of the interest rate swaps offset changes in the interest payments on the covered portion of the Company’s revolving credit agreement. In connection with these interest rate swap agreements, the Company recorded in Other Comprehensive Income after-tax gains of $1.8 million in 2004 and $2.8 million in 2003. There was no impact on net income due to ineffectiveness. The Company’s exposure to credit loss on its interest rate swap agreements in the event of non-performance by the counterparties is believed to be remote due to the Company’s requirement that the counterparties have a strong credit rating.

The table below includes information about the carrying values and estimated fair values of the Company’s financial instruments at December 26, 2004 and December 28, 2003:

	2004				2003
(In thousands)	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Assets:
Investments	$	9,723	$	9,723	$	11,662	$	11,662
Liabilities:
Long-term debt:
Revolving credit facility		225,000		225,000		325,000		325,000
6.95% senior notes		199,960		208,853		199,937		218,815
Borrowings of consolidated variable interest entities		95,320		95,320		95,320		95,320
Bank lines		13,000		13,000		7,000		7,000
Interest rate swap agreements		262		262		3,054		3,054

The Company’s investments which have a readily determinable value and are classified as available-for-sale are carried at fair value, with unrealized gains or losses, net of deferred taxes, reported as a separate component of stockholders’ equity. The Company’s other investments which do not have readily determinable fair values are carried at cost which approximates fair value. The interest rate swaps are carried at fair value based on a discounted cash flow analysis of the estimated amounts the Company would have received or paid to terminate the swaps. Fair values of the Company’s senior notes were estimated, in both years, using discounted cash flow analyses based on the Company’s incremental borrowing rates for similar types of borrowings. The borrowings under the Company’s revolving credit facility, bank lines and variable interest entities approximated their fair value.

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Note 6: Business Segments

The Company, located primarily in the southeastern United States, is a diversified communications company which has three operating segments: Publishing, Broadcast and Interactive Media. The Publishing Segment, the Company’s largest based on revenue and segment profit, includes 25 daily newspapers and nearly 100 weekly newspapers and other publications, and the Company’s 20% interest in Denver. The Broadcast Segment consists of 26 network-affiliated broadcast television stations and a provider of equipment and studio design services. The Interactive Media Segment consists of all of the Company’s online enterprises and an online provider of games and puzzles.

Management measures segment performance based on operating cash flow (operating income plus depreciation and amortization) as well as profit or loss from operations before interest, income taxes, and acquisition related amortization. Amortization of intangibles is not allocated to individual segments although the intangible assets themselves are included in identifiable assets for each segment. Intercompany sales are accounted for as if the sales were at current market prices and are eliminated in the consolidated financial statements. The Company’s reportable segments, which are managed separately and contain operations that have been aggregated, based on similar economic characteristics, are strategic business enterprises that provide distinct products and services using diverse technology and production processes.

Information by segment is as follows:

(In thousands)	Publishing			Broadcast			Interactive Media			Eliminations			Total
2004
Consolidated revenues	$	566,487		$	323,653		$	13,920		$	(3,640	)	$	900,420
Segment operating cash flow	$	152,727		$	111,363		$	(4,688	)				$	259,402
Allocated amounts:
Equity in net income (loss) of unconsolidated affiliates		743						(195	)					548
Depreciation and amortization		(23,370	)		(18,880	)		(1,448	)					(43,698	)
Segment profit (loss)	$	130,100		$	92,483		$	(6,331	)					216,252
Unallocated amounts:
Interest expense														(31,082	)
Investment income – SP Newsprint														1,003
Acquisition intangibles amortization														(17,062	)
Corporate expense														(38,732	)
Other														(3,101	)
Consolidated income before income taxes													$	127,278
Segment assets	$	936,121		$	1,188,446		$	16,309					$	2,140,876
Corporate														227,936
Consolidated assets													$	2,368,812
Segment capital expenditures	$	17,695		$	17,033		$	683					$	35,411
Corporate														2,424
Consolidated capital expenditures													$	37,835

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(In thousands)	Publishing			Broadcast			Interactive Media			Eliminations			Total
2003
Consolidated revenues	$	544,059		$	286,233		$	9,663		$	(2,532	)	$	837,423
Segment operating cash flow	$	148,104		$	87,760		$	(5,644	)				$	230,220
Allocated amounts:
Equity in net income of unconsolidated affiliate		709												709
Gain on sale of Hoover’s								5,746						5,746
Depreciation and amortization		(25,896	)		(20,988	)		(1,360	)					(48,244	)
Segment profit (loss)	$	122,917		$	66,772		$	(1,258	)					188,431
Unallocated amounts:
Interest expense														(34,424	)
Investment loss – SP Newsprint														(5,381	)
Acquisition intangibles amortization														(12,272	)
Corporate expense														(37,271	)
Other														(5,237	)
Consolidated income from continuing operations before income taxes and cumulative effect of change in accounting principle													$	93,846
Segment assets	$	941,359		$	1,201,747		$	17,335					$	2,160,441
Corporate														226,314
Consolidated assets													$	2,386,755
Segment capital expenditures	$	8,467		$	19,544		$	1,247					$	29,258
Discontinued MGFS capital expenditures														10
Corporate														2,506
Consolidated capital expenditures													$	31,774
2002
Consolidated revenues	$	528,514		$	298,930		$	6,059		$	(1,921	)	$	831,582
Segment operating cash flow	$	152,019		$	101,412		$	(5,936	)				$	247,495
Allocated amounts:
Equity in net loss of unconsolidated affiliates		(172	)					(413	)					(585	)
Write-off of investments								(4,793	)					(4,793	)
Depreciation and amortization		(27,000	)		(21,285	)		(801	)					(49,086	)
Segment profit (loss)	$	124,847		$	80,127		$	(11,943	)					193,031
Unallocated amounts:
Interest expense														(47,874	)
Investment loss – SP Newsprint														(13,544	)
Acquisition intangibles amortization														(11,933	)
Corporate expense														(32,266	)
Other														(1,428	)
Consolidated income from continuing operations before income taxes and cumulative effect of change in accounting principle													$	85,986
Segment assets	$	954,828		$	1,216,521		$	25,451					$	2,196,800
Discontinued MGFS assets														1,005
Corporate														149,206
Consolidated assets													$	2,347,011
Segment capital expenditures	$	8,972		$	23,593		$	2,515					$	35,080
Discontinued MGFS capital expenditures														2
Corporate														2,821
Consolidated capital expenditures													$	37,903

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Note 7: Taxes on Income

Significant components of income taxes from continuing operations are as follows:

(In thousands)	2004		2003		2002
Current:
Federal	$	16,614	$	11,403	$	10,155
State		2,103		754		660
Total		18,717		12,157		10,815
Deferred:
Federal		26,520		21,384		21,695
State		1,856		1,259		1,434
Total		28,376		22,643		23,129
Income taxes	$	47,093	$	34,800	$	33,944

Temporary differences, which gave rise to significant components of the Company’s deferred tax liabilities and assets at December 26, 2004, and December 28, 2003, are as follows:

(In thousands)	2004			2003
Deferred tax liabilities:
Difference between book and tax bases of intangible assets	$	337,069		$	324,479
Tax over book depreciation		97,010			92,973
Other		6,260			10,307
Total deferred tax liabilities		440,339			427,759
Deferred tax assets:
Employee benefits		(24,798	)		(32,732	)
Acquired net operating losses		(3,099	)		(3,259	)
Other comprehensive income items		(29,927	)		(30,825	)
Other		(3,923	)		(7,699	)
Total deferred tax assets		(61,747	)		(74,515	)
Deferred tax liabilities, net		378,592			353,244
Deferred tax assets included in other current assets		11,540			9,525
Deferred tax liabilities	$	390,132		$	362,769

Reconciliation of income taxes computed at the federal statutory tax rate to actual income tax expense from continuing operations is as follows:

(In thousands)	2004			2003		2002
Income taxes computed at federal statutory tax rate	$	44,547		$	32,846	$	30,095
Increase (reduction) in income taxes resulting from:
State income taxes, net of federal income tax benefit		2,573			1,308		1,362
Other		(27	)		646		2,487
Income taxes	$	47,093		$	34,800	$	33,944

The Company paid income taxes of $14.6 million, $8.5 million and $4.3 million, respectively, net of refunds in 2004, 2003 and 2002.

The Company’s federal income tax returns have been examined by the Internal Revenue Service (IRS) or closed by statute of limitations through fiscal year 2000 and, with the exception of one issue relating to the Company’s Corporate Owned Life Insurance (COLI) plan, all significant issues have been resolved. The COLI issue is the subject of a coordinated IRS initiative, which has been asserted on a national level against many large corporate taxpayers with COLI plans. The IRS is currently examining the Company’s tax returns for fiscal years 2002 and 2003. Various state returns are currently under examination by state tax authorities. The results of examinations are not expected to be material to the Company’s results of operations, financial position or cash flow.

During 2004, Congress passed the most sweeping corporate tax legislation since the Tax Reform Act of 1986, and on October 22, 2004, the President signed the American Jobs Creation Act of 2004 into law.

42

The new law contains over 250 provisions, many of which will impact the Company in some manner. However, the addition of the Qualified Production Activity Deduction (QPAD), which has the effect of reducing the corporate income tax rate for domestic manufacturers, will have the most significant impact on the Company’s income tax provision. The QPAD will be phased in over five years beginning with 2005. The statute underlying the QPAD is not well defined, and the Company is awaiting further guidance and regulation by the Treasury Department to fully evaluate the new law and determine its impact on the Company.

Note 8: Common Stock and Stock Options

Holders of the Class A common stock are entitled to elect 30% of the Board of Directors and, with the holders of Class B common stock, also are entitled to vote on the reservation of shares for stock awards and on certain specified types of major corporate reorganizations or acquisitions. Class B common stock can be converted into Class A common stock on a share-for-share basis at the option of the holder. Both classes of common stock receive the same dividends per share.

Each non-employee member of the Board of Directors of the Company participates in the Directors’ Deferred Compensation Plan. The plan provides that each non-employee Director shall receive half of his or her annual compensation for services to the Board in the form of Deferred Stock Units (DSU); each Director additionally may elect to receive the balance of his or her compensation in cash or DSU. Other than dividend credits, deferred stock units do not entitle Directors to any rights due to a holder of common stock. DSU account balances may be settled after the Director’s retirement date by a cash lump-sum payment, a single distribution of common stock, or annual installments of either cash or common stock over a period of up to ten years. The Company records expense annually based on the amount of compensation paid to each director as well as an adjustment for changes in the Company’s stock price. Expense recognized in 2004, 2003 and 2002 under the plan was $.6 million, $.8 million and $1 million, respectively.

Stock-based awards are granted to key employees in the form of nonqualified stock options and restricted stock under the 1995 Long-Term Incentive Plan (LTIP). The plan is administered by the Compensation Committee of the Board of Directors. Grant prices of stock options are determined by the Committee and shall not be less than the fair market value on the date of grant. Options are exercisable during the continued employment of the optionee but not for a period greater than ten years and not for a period greater than one year after termination of employment, and they generally become exercisable at the rate of one-third each year from the date of grant. Restricted stock is awarded in the name of each of the participants; these shares have all the rights of other Class A shares, subject to certain restrictions and forfeiture provisions. At December 26, 2004, the following shares remain restricted under the terms of the plan: 150,400 shares granted in 2003, 114,900 shares granted in 2001, and 62,700 shares granted in 1999. Restrictions on the shares expire no more than ten years after the date of award, or earlier if pre-established performance targets are met. All restricted stock granted prior to 1999 has been issued. The plan will continue until terminated by the Company.

Unearned compensation was recorded at the date of the restricted stock awards based on the market value of the shares. Unearned compensation, which is shown as a separate component of stockholders’ equity, is being amortized to expense over a vesting period (not exceeding ten years) based upon expectations of meeting certain performance targets. The amount amortized to expense in 2004, 2003 and 2002 was $2.3 million, $2.3 million and $1.3 million, respectively.

Options to purchase Class A common stock were granted to key employees under the 1976 and 1987 nonqualified stock option plans prior to the 1995 LTIP. The Company will not make any future awards under these two former plans and past awards are not affected. Options outstanding under the plans are exercisable during the continued employment of the optionee, but not for a period greater than ten years after the date of grant for options granted subsequent to the 1991 amendment to the 1987 plan and for a period of not greater than three years after termination of employment.

A summary of the Company’s stock option activity, and related information for the years ended December 26, 2004, December 28, 2003 and December 29, 2002, follows:

	2004					2003					2002
Options	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price
Outstanding-beginning of year		1,302,952		$	48.31		1,156,660		$	44.99		1,094,619		$	40.64
Granted		344,300			63.23		355,100			56.03		343,100			50.37
Exercised		(228,868	)		43.06		(173,144	)		40.89		(250,694	)		32.60
Forfeited		(10,763	)		58.03		(35,664	)		53.29		(30,365	)		51.43
Outstanding-end of year		1,407,621			52.74		1,302,952			48.31		1,156,660			44.99
Price range at end of year	$	2 to $63				$	2 to $56				$	2 to $52
Price range for exercised shares	$	28 to $56				$	19 to $52				$	2 to $52
Available for grant at end of year		824,566					1,158,103					1,477,539
Exercisable at end of year		773,000					739,324					682,042
Weighted-average fair value of options granted during the year	$	31.22				$	23.93				$	25.68

43

The following table summarizes information about stock options outstanding at December 26, 2004:

Options Outstanding							Options Exercisable
Range of Exercise Prices		Number Outstanding	Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
$	2.50	8,400		*	$	2.50	8,400	$	2.50
	28.13-32.50	119,600	1 year	**		31.61	119,600		31.61
	46.38-51.41	535,162	6 years	***		49.79	453,926		49.69
	52.06-63.23	744,459	8 years			58.82	191,074		54.12
	2.50-63.23	1,407,621				52.74	773,000		47.48

* Exercisable during lifetime of optionee

** With the exception of 38,200 options which were issued on 11/17/89 for $32.50 that are exercisable during the continued employment of the optionee and for a three-year period thereafter

*** With the exception of 31,000 options which were issued on 8/21/87 for $46.50 that are exercisable during the continued employment of the optionee and for a three-year period thereafter

Note 9: Retirement Plans

The Company has a funded, qualified non-contributory defined benefit retirement plan which covers substantially all employees, and non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. The Company also has an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. The previously mentioned plans are collectively referred to as the “Plans.” The Company uses a measurement date of December 31 for the Plans.

With the passage of time, actual experience differs from the assumptions used in determining the Company’s pension and postretirement benefit obligations. These differences, coupled with external economic factors, cause periodic revision of the assumptions. The differences in actual versus expected return on plan assets, actual versus expected health care cost trends, as well as changes in the discount rate and other assumptions give rise to actuarial gains and losses in the tables that follow. They are recognized over the expected service period of active participants.

Benefit Obligations

The following table provides a reconciliation of the changes in the Plans’ benefit obligations for the years ended December 26, 2004, and December 28, 2003:

	Pension Benefits						Other Benefits
(In thousands)	2004			2003			2004			2003
Change in benefit obligation:
Benefit obligation at beginning of year	$	335,271		$	286,854		$	42,055		$	38,466
Service cost		12,287			10,133			396			389
Interest cost		20,841			19,604			2,059			2,541
Participant contributions		—			—			704			638
Actuarial loss (gain)		11,926			33,473			(4,924	)		4,090
Benefit payments		(14,809	)		(14,793	)		(4,410	)		(4,069	)
Benefit obligation at end of year	$	365,516		$	335,271		$	35,880		$	42,055

44

The accumulated benefit obligation at the end of 2004 and 2003 was $308 million and $286 million, respectively. The Company’s policy is to fund benefits under the supplemental executive retirement, excess, and postretirement benefits plans as claims and premiums are paid. As of December 26, 2004, and December 28, 2003, the benefit obligation related to the supplemental executive retirement and ERISA excess plans included in the preceding table was $43.8 million and $36.5 million, respectively. The Plans’ benefit obligations were determined using the following assumptions:

	Pension Benefits				Other Benefits
	2004		2003		2004		2003
Discount rate	5.90	%	6.00	%	5.90	%	6.00	%
Compensation increase rate	3.50		3.50		3.50		3.50

A 10% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2004 and 2005. This rate was assumed to decrease gradually each year to a rate of 5% in 2011 and remain at that level thereafter. These rates can have a significant effect on the amounts reported for the Company’s postretirement obligations. A one-percentage point increase or decrease in the assumed health care trend rates would change the Company’s accumulated postretirement benefit obligation by approximately $1.2 million and the Company’s net periodic cost by less than $70 thousand.

Plan Assets

The following table provides a reconciliation of the changes in the fair value of the Plans’ assets for the years ended December 26, 2004, and December 28, 2003:

	Pension Benefits						Other Benefits
(In thousands)	2004			2003			2004			2003
Change in plan assets:
Fair value of plan assets at beginning of year	$	208,117		$	166,681		$	—		$	—
Actual return on plan assets		19,423			32,051			—			—
Employer contributions		36,276			24,178			3,706			3,431
Participant contributions		—			—			704			638
Benefit payments		(14,809	)		(14,793	)		(4,410	)		(4,069	)
Fair value of plan assets at end of year	$	249,007		$	208,117		$	—		$	—

The asset allocation for the Company’s funded retirement plan at the end of 2004 and 2003, and the target allocation for 2005, by asset category, are as follows:

	Target Allocation	Percentage of Plan Assets at Year End
Asset Category	2005	2004		2003
Equity securities	60%-70%	73	%	67	%
Fixed income securities	30%-40%	27	%	33	%
Total		100	%	100	%

As plan sponsor of the funded retirement plan, the Company’s investment strategy is to achieve a rate of return on the plan’s assets that, over the long-term, will fund the plan’s benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plan’s returns is the asset allocation policy. The Company’s investment policy provides absolute ranges (55%-75% equity, 25%-45% fixed income) for the plan’s long-term asset mix. Within these ranges, the Company sets target allocations (currently 60%-70% equity, 30%-40% fixed income); the Company periodically (at least annually) reviews and rebalances the asset mix if necessary. The Company also periodically evaluates each investment manager to determine if that manager has performed satisfactorily when compared to the defined objectives, similarly invested portfolios, and specific market indices.

45

Funded Status

The following table provides a statement of the funded status of the Plans at December 26, 2004, and December 28, 2003:

	Pension Benefits						Other Benefits
(In thousands)	2004			2003			2004			2003
Funded status:
Plan assets less than benefit obligation	$	(116,509	)	$	(127,154	)	$	(35,880	)	$	(42,055	)
Unrecognized prior-service cost		457			809			—			—
Unrecognized actuarial loss		127,348			114,432			7,354			12,447
Prepaid (accrued) benefit cost		11,296			(11,913	)		(28,526	)		(29,608	)
Components of accrued benefit cost:
Accrued benefit liability		(62,111	)		(82,422	)		(28,526	)		(29,608	)
Intangible asset		918			1,330			—			—
Accumulated other comprehensive income		72,489			69,179			—			—
Net amount recognized	$	11,296		$	(11,913	)	$	(28,526	)	$	(29,608	)

Expected Cash Flows

The following table includes amounts that are expected to be contributed to the Plans by the Company and amounts the Company expects to receive in Medicare subsidy payments. It reflects benefit payments that are made from the Plans’ assets as well as those made directly from the Company’s assets and includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge; actual amounts could be materially different.

	Pension Benefits		Other Benefits		Medicare Subsidy Receipts
Employer Contributions
2005 (expectation) to participant benefits	$	1,545	$	2,920	$	—
Expected Benefit Payments / Receipts
2005		14,059		2,920		—
2006		14,204		2,835		273
2007		14,794		2,942		282
2008		15,500		3,063		287
2009		16,277		3,171		288
2010-2014		98,036		16,276		1,354

Net Periodic Cost

The following table provides the components of net periodic benefit cost for the Plans for fiscal years 2004, 2003 and 2002:

	Pension Benefits									Other Benefits
(In thousands)	2004			2003			2002			2004		2003		2002
Service cost	$	12,287		$	11,074		$	9,308		$	396	$	389	$	360
Interest cost		20,841			19,604			18,867			2,059		2,541		2,453
Expected return on plan assets		(24,617	)		(21,956	)		(24,398	)		—		—		—
Amortization of prior-service cost		352			443			576			—		—		—
Amortization of net loss		4,203			—			52			168		395		115
Net periodic benefit cost	$	13,066		$	9,165		$	4,405		$	2,623	$	3,325	$	2,928

46

The net periodic costs were determined using the following assumptions:

	Pension Benefits				Other Benefits
	2004		2003		2004		2003
Discount rate	6.00	%	6.75	%	6.00	%	6.75	%
Expected return on plan assets	9.00		9.00		—		—
Compensation increase rate	3.50		3.75		3.50		3.75

The reasonableness of the expected return on the funded retirement plan assets was determined by three separate analyses: 1) review of 18 years of historical data of portfolios with similar asset allocation characteristics, 2) analysis of 10 years of historical performance assuming the current portfolio mix and investment manager structure, and 3) a projected portfolio performance, assuming the plan’s target asset allocation, done by a third party. Net periodic costs for 2005 will use a discount rate of 5.90%, an expected rate of return on plan assets of 9.00%, and a compensation increase rate of 3.50%.

Assumed health care cost trends can be a significant component of postretirement costs. In December of 2003 Congress passed the “Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the Act). The Act established a prescription drug benefit under Medicare, known as “Medicare Part D,” and a federal subsidy to sponsors of retiree health care benefit plans that are at least actuarially equivalent to Medicare Part D. The Company believes that benefits provided to certain participants will be actuarially equivalent to Medicare Part D, and, accordingly, the Company will be entitled to the subsidy payments. The Act reformed Medicare in such a way that the Company expects to receive these subsidy payments beginning in 2006 for continuing retiree prescription drug benefits and also expects a reduction in the rate of participation by current employees in the plan. In the second quarter, based on available guidance, the Company adopted (retroactive to the beginning of 2004) FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (FSP 106-2). FSP 106-2 requires that the effects of the federal subsidy be considered an actuarial gain and recognized in the same manner as other actuarial gains and losses; it also requires certain disclosures for employers that sponsor postretirement health care plans which provide prescription drug benefits. Upon retroactive adoption of the Act, the accumulated postretirement benefit obligation (APBO) was reduced by $5.6 million ($2.8 million of which was related to the expected subsidy payments), which resulted in a decrease in the Company’s net periodic postretirement benefit cost of approximately $800,000 ($400,000 of which related to the expected subsidy payments) in 2004.

The Company also sponsors a 401(k) plan covering substantially all employees under which the Company matches 100% of participant pretax contributions up to a maximum of 4% of the employee’s salary. Eligible account balances may be rolled over from a prior employer’s qualified plan. Contributions charged to expense under the plan were $7.7 million, $7.5 million and $7.4 million in 2004, 2003 and 2002, respectively.

Note 10: Earnings Per Share

The following chart is a reconciliation of the numerators and the denominators of the basic and diluted per share computations for income from continuing operations before cumulative effect of change in accounting principle, as presented in the Consolidated Statements of Operations.

	2004						2003						2002
(In thousands, except per share amounts)	Income (Numerator)			Shares (Denominator)	Per Share Amount		Income (Numerator)			Shares (Denominator)	Per Share Amount		Income (Numerator)			Shares (Denominator)	Per Share Amount
Basic EPS
Income from continuing operations available to common stock-holders before cumulative effect of change in accounting principle	$	80,185		23,356	$	3.43	$	59,046		23,085	$	2.56	$	52,042		22,949	$	2.27
Effect of Dilutive Securities
Stock options				170						159						165
Restricted stock and other		(30	)	203				(52	)	164				(53	)	122
Diluted EPS
Income from continuing operations available to common stock-holders plus assumed conversions before cumulative effect of change in accounting principle	$	80,155		23,729	$	3.38	$	58,994		23,408	$	2.52	$	51,989		23,236	$	2.24

47

Note 11: Commitments, Contingencies and Other

Broadcast film rights

Over the next 8 years the Company is committed to purchase approximately $77 million of program rights that currently are not available for broadcast, including programs not yet produced. If such programs are not produced the Company’s commitment would expire without obligation.

Lease obligations

The Company rents certain facilities and equipment under operating leases. These leases extend for varying periods of time ranging from one year to more than twenty years and in many cases contain renewal options. Total rental expense amounted to $6 million in 2004, $6.9 million in 2003 and $8.6 million in 2002. Minimum rental commitments under operating leases with noncancelable terms in excess of one year are as follows: 2005 – $4.6 million; 2006 – $3.5 million; 2007 – $2.7 million; 2008 – $1.7 million; 2009 – $1 million; subsequent years – $6.2 million.

Newsprint swap

As part of its third quarter 2000 sale of Garden State Paper, the Company entered into a seven-year financial newsprint swap agreement with Enron North America Corporation (Enron). In late November of 2001 the Company terminated the newsprint swap agreement for reasons including misrepresentations made by Enron at the time the contract was signed. Enron filed for bankruptcy shortly thereafter. The Company believed that no further payments were due by either party under the agreement. Enron disputed the Company’s position, and in late 2003, filed a claim for damages and certain declaratory relief. The Company has since settled this matter together with certain claims that it had made against the Enron bankruptcy estate for an amount less than it had accrued. Accordingly, the Company recorded a pre-tax gain of $6.1 million (after-tax $0.16 per diluted share) in the fourth quarter of 2004, which is included in Other, net in the accompanying Statements of Operations.

Interest

In 2004, 2003 and 2002, the Company’s interest expense related to continuing operations was $31.1 million (net of $0.2 million capitalized), $34.4 million and $47.9 million (net of $0.5 million capitalized), respectively. Interest paid for all operations during 2004, 2003 and 2002, net of amounts capitalized, was $28.5 million, $32 million and $45.3 million, respectively.

Other current assets

Other current assets included program rights of $13.5 million and $13.8 million at December 26, 2004, and December 28, 2003, respectively.

Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

(In thousands)	2004		2003
Payroll and employee benefits	$	28,720	$	26,851
Program rights		14,610		14,293
Unearned revenue		20,446		20,572
Accrued settlement		8,750		—
Interest		6,142		7,127
Other		13,495		14,581
Total	$	92,163	$	83,424

Other, net

Other, net consisted of the following:

(In thousands)	2004		2003		2002
Gain on settlement	$	6,109	$	—	$	—
Gain on sale of Hoover’s		—		5,746		—
Write-down of investments		—		—		(4,793	)
Other		1,368		4,920		4,678
Total	$	7,477	$	10,666	$	(115	)

48

Media General, Inc.

Quarterly Review

(Unaudited, in thousands, except per share amounts)

	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2004
Revenues	$	208,156	$	224,890	$	217,644		$	249,730
Operating income		22,525		36,365		31,726			58,716
Net income		9,100		18,533		15,713			36,839
Net income per share		0.39		0.79		0.67			1.57
Net income per share - assuming dilution		0.38		0.78		0.66			1.55
Shares traded		5,357		6,401		5,256			4,633
Stock price range	$	62.35-68.53	$	63.84-72.48	$	53.70-64.60		$	53.85-65.33
Quarterly dividend paid	$	0.20	$	0.20	$	0.20		$	0.20
2003
Revenues	$	196,088	$	210,715	$	205,086		$	225,533
Operating income		15,534		35,169		26,183			45,390
Income from continuing operations before cumulative effect of change in accounting principle		6,622		17,238		11,445			23,741
Discontinued operations		389		267		301			7
Gain on sale of discontinued operations		—		—		—			6,754
Cumulative effect of change in accounting principle		—		—		(8,079	)		—
Net income		7,011		17,505		3,667			30,502
Income per share from continuing operations before cumulative effect of change in accounting principle		0.28		0.75		0.50			1.03
Income per share from continuing operations before cumulative effect of change in accounting principle - assuming dilution		0.28		0.74		0.49			1.00
Net income per share		0.30		0.76		0.16			1.32
Net income per share - assuming dilution		0.30		0.75		0.16			1.29
Shares traded		4,896		5,689		4,583			4,490
Stock price range	$	47.26-61.40	$	48.41-59.04	$	55.65-63.62		$	60.57-68.00
Quarterly dividend paid	$	0.19	$	0.19	$	0.19		$	0.19

• Media General, Inc., Class A common stock is listed on the New York Stock Exchange under the symbol MEG. The approximate number of equity security holders of record at January 30, 2005, was: Class A common – 1,729, Class B common – 12.

• Includes the recognition, at the beginning of the third quarter in 2003, of a charge related to variable interest entities of $8.1 million, net of a tax benefit of $3.4 million, as the cumulative effect of a change in accounting principle resulting from the adoption of FASB Interpretation 46, Consolidation of Variable Interest Entities.

• The Company sold Media General Financial Services, a component of its Interactive Media Division, in the fourth quarter of 2003 and reported a net gain of $6.8 million, net of income taxes of $3.9 million.

49

Ten-Year Financial Summary

(In thousands, except per share amounts)

Certain of the following data were compiled from the consolidated financial statements of Media General, Inc., and should be read in conjunction with those statements and Management’s Discussion and Analysis which appear elsewhere in this report.

	2004			2003			2002			2001
Summary of Operations
Operating revenues	$	900,420		$	837,423		$	831,582		$	801,620
Net income (loss)	$	80,185		$	58,685		$	(72,917	)	$	18,204
Adjustments to reconcile to operating cash flow:
Cumulative effect of change in accounting principle (a)		—			8,079			126,336			—
(Income) loss from discontinued operations (b)					(964	)		(1,377	)		(1,491	)
Gain on sale of MGFS (b)					(6,754	)		—			—
Loss (gain) on sale of GSP operations (b)		—			—			—			(280	)
Gain on sale of Cable operations (b)		—			—			—			—
Extinguishment of debt (c)		—			—			—			—
Gain on sale of Denver Newspapers, Inc. common stock		—			—			—			—
Investment (income) loss – unconsolidated affiliates		(1,551	)		4,672			14,129			(19,949	)
Other, net		(7,477	)		(10,666	)		115			8,414
Interest expense		31,082			34,424			47,874			54,247
Income taxes (c)		47,093			34,800			33,944			12,170
Operating income		149,332			122,276			148,104			71,315
Depreciation and amortization		66,036			65,467			65,401			113,625
Operating cash flow	$	215,368		$	187,743		$	213,505		$	184,940
Per Share Data: (a)(b)(c)
Income (loss) from continuing operations	$	3.43		$	2.56		$	2.27		$	0.72
Discontinued operations		—			0.33			0.06			0.08
Cumulative effect of change in accounting principle		—			(0.35	)		(5.51	)		—
Net income (loss)	$	3.43		$	2.54		$	(3.18	)	$	0.80
Per Share Data – assuming dilution: (a)(b)(c)
Income (loss) from continuing operations	$	3.38		$	2.52		$	2.24		$	0.71
Discontinued operations		—			0.33			0.06			0.08
Cumulative effect of change in accounting principle		—			(0.35	)		(5.44	)		—
Net income (loss)	$	3.38		$	2.50		$	(3.14	)	$	0.79
Other Financial Data:
Total assets (d)	$	2,368,812		$	2,386,755		$	2,347,011		$	2,534,059
Working capital		43,976			48,218			49,051			62,541
Capital expenditures		37,835			31,774			37,903			58,122
Total debt (d)		533,280			627,289			642,937			777,662
Cash dividends per share		0.80			0.76			0.72			0.68

50

	2000			1999			1998			1997			1996			1995
Summary of Operations
Operating revenues	$	825,090		$	689,101		$	685,469		$	639,593		$	489,445		$	425,638
Net income (loss)	$	53,719		$	881,316		$	70,874		$	(10,490	)	$	70,498		$	53,232
Adjustments to reconcile to operating cash flow:
Cumulative effect of change in accounting principle (a)		—			—			—			—			—			—
(Income) loss from discontinued operations (b)		2,521			(6,362	)		(23,977	)		(14,485	)		(15,232	)		(14,793	)
Gain on sale of MGFS (b)		—			—			—			—			—			—
Loss (gain) on sale of GSP operations (b)		13,774			—			—			—			—			—
Gain on sale of Cable operations (b)		(8,286	)		(798,719	)		—			—			—			—
Extinguishment of debt (c)		—			2,128			—			101,613			—			—
Gain on sale of Denver Newspapers, Inc. common stock		—			(30,983	)		—			—			—			—
Investment (income) loss – unconsolidated affiliates		(5,131	)		(9,067	)		(22,193	)		(21,037	)		(27,188	)		(19,034	)
Other, net		(15,479	)		(11,436	)		34			(1,401	)		5,239			(5,298	)
Interest expense		42,558			45,014			61,027			59,131			12,680			3,858
Income taxes (c)		38,323			49,914			26,419			(13,363	)		30,176			18,734
Operating income		121,999			121,805			112,184			99,968			76,173			36,699
Depreciation and amortization		101,473			72,398			69,025			65,898			32,544			27,765
Operating cash flow	$	223,472		$	194,203		$	181,209		$	165,866		$	108,717		$	64,464
Per Share Data: (a)(b)(c)
Income (loss) from continuing operations	$	2.58		$	2.88		$	1.76		$	(0.95	)	$	2.10		$	1.47
Discontinued operations		(0.33	)		30.37			0.91			0.55			0.58			0.57
Cumulative effect of change in accounting principle		—			—			—			—			—			—
Net income (loss)	$	2.25		$	33.25		$	2.67		$	(0.40	)	$	2.68		$	2.04
Per Share Data – assuming dilution: (a)(b)(c)
Income (loss) from continuing operations	$	2.55		$	2.84		$	1.74		$	(0.94	)	$	2.08		$	1.45
Discontinued operations		(0.33	)		29.94			0.89			0.54			0.57			0.56
Cumulative effect of change in accounting principle		—			—			—			—			—			—
Net income (loss)	$	2.22		$	32.78		$	2.63		$	(0.40	)	$	2.65		$	2.01
Other Financial Data:
Total assets (d)	$	2,561,282		$	2,340,374		$	1,917,346		$	1,814,201		$	1,025,484		$	1,016,743
Working capital		58,339			167,546			29,129			34,716			13,373			22,938
Capital expenditures		45,731			65,788			59,933			43,728			28,510			29,076
Total debt (d)		822,077			59,838			928,101			900,140			276,318			327,235
Cash dividends per share		0.64			0.60			0.56			0.53			0.50			0.48

(a) Includes the recognition in July of 2003 of a charge related to variable interest entities of $8.1 million (net of a tax benefit of $3.4 million) as the cumulative effect of a change in accounting principle resulting from the adoption of FASB Interpretation 46, Consolidation of Variable Interest Entities. Also includes the recognition in January of 2002 of an impairment charge related to indefinite-lived intangibles of $126.3 million (net of a tax benefit of $12.2 million) as the cumulative effect of a change in accounting principle resulting from the adoption of SFAS No. 142, Goodwill and Other Intangible Assets.

(b) The Company sold Media General Financial Services in October 2003 and reported a gain of $6.8 million (net of a tax benefit of $3.9 million), sold its Garden State Paper operation in September 2000 and reported a loss of $13.5 million (net of a tax benefit of $6.1 million), including a small favorable adjustment in 2001, and sold its Cable Television operations in October 1999 and reported a gain of $807 million (net of income taxes of $513.6 million), including a small favorable adjustment in 2000. All prior periods have been restated to reflect these items as discontinued operations (net of tax).

(c) In 1999 the Company incurred a charge of $2.1 million, representing the cost associated with the termination of interest rate swaps, while in 1997 the Company incurred a charge of $101.6 million, representing the debt repayment premium and write-off of associated debt issuance costs related to the redemption of debt assumed in a January 1997 acquisition.

(d) Upon adoption of FASB Interpretation 46, the Company added $86 million of assets (primarily buildings) and $94 million of liabilities (primarily debt) related to VIEs.

51

The Tampa Tribune

Richmond Times-Dispatch

Winston-Salem Journal

Hernando Today

Highlands Today

Jackson County Floridan

Manassas Journal Messenger

Potomac (Woodbridge) News

Culpeper Star-Exponent

The (Lynchburg) News & Advance

The (Charlottesville) Daily Progress

The (Waynesboro) News Virginian

Danville Register & Bee

Eden (NC) Daily News

The Reidsville (NC) Review

Bristol Herald Courier

Hickory Daily Record

Statesville Record & Landmark

The (Morganton) News Herald

The (Marion) McDowell News

(Concord) Independent Tribune

The Dothan Eagle

Opelika-Auburn News

The Enterprise Ledger

(Florence) Morning News

EX-21

Exhibit 21

Subsidiaries of the Registrant

Listed below are the major subsidiaries of the Company, including equity investees, each of which is in the consolidated financial statements of the Company and its Subsidiaries, and the percentage of ownership by the Company (or if indented, by the subsidiary under which it is listed). Subsidiaries omitted from the list would not, if aggregated, constitute a significant subsidiary:

Name of Subsidiary	Jurisdiction of Incorporation	Securities Ownership
Media General Communications, Inc.	Delaware	100	%
Media General Operations, Inc.	Delaware	100	%
Media General Broadcasting of South Carolina Holdings, Inc.	Delaware	100	%
Professional Communications Systems, Inc.	Florida	100	%
The Tribune Company Holdings, Inc.	Delaware	100	%
NES II, Inc.	Virginia	100	%
Virginia Paper Manufacturing Corp.	Georgia	100	%
SP Newsprint Company (Partnership)	Georgia	33.33	%
The Denver Post Corporation	Delaware	20	%

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Media General, Inc. of our reports dated January 26, 2005, with respect to the consolidated financial statements of Media General, Inc. and Media General, Inc. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Media General, Inc., included in the 2004 Annual Report to Stockholders of Media General, Inc.

Our audits also included Note 12 to the consolidated financial statements and the financial statement schedule of Media General, Inc., listed in Item 15(a). Note 12 and this schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, as to which the date is January 26, 2005, Note 12 to the consolidated financial statements and the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the following Registration Statements of our reports dated January 26, 2005, with respect to the consolidated financial statements of Media General, Inc. and Media General, Inc. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Media General, Inc., incorporated herein by reference, and our report included in the preceding paragraph with respect to Note 12 to the consolidated financial statements and the financial statement schedule of Media General, Inc., included in this Annual Report (Form 10-K) of Media General, Inc., for the fiscal year ended December 26, 2004.

Registration Statement Number	Description
2-56905	Form S-8
33-23698	Form S-8
33-26853	Form S-3
33-52472	Form S-8
333-16731	Form S-8
333-16737	Form S-8
333-69527	Form S-8
333-54624	Form S-8
333-57538	Form S-8
333-67612	Form S-3

/s/ Ernst & Young LLP

Richmond, Virginia

March 7, 2005

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, J. Stewart Bryan III, certify that:

1. I have reviewed this annual report on Form 10-K of Media General, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2005

/s/ J. Stewart Bryan III

J. Stewart Bryan III,

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Marshall N. Morton, certify that:

1. I have reviewed this annual report on Form 10-K of Media General, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2005

/s/ Marshall N. Morton

Marshall N. Morton

Vice Chairman and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Media General, Inc. (the “Company”) on Form 10-K for the year ended December 26, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, J. Stewart Bryan III, Chief Executive Officer, and Marshall N. Morton, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Stewart Bryan III

J. Stewart Bryan III

Chairman and Chief Executive Officer

March 9, 2005

/s/ Marshall N. Morton

Marshall N. Morton

Vice Chairman and Chief Financial Officer

March 9, 2005