MEDIA GENERAL, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
Effective May 19, 1995
1. Purpose. The purpose of this Plan is to attract and
retain qualified persons of experience and ability, who are not
employees or former employees of the Company, for service as
members of the Board of Directors by granting them shares of the
Company's Class A Common Stock, subject to certain restrictions
set forth below, to compensate them for their contributions to
the growth and profits of the Company and thereby to align their
compensation with the long-term growth and profitability of the
(a) "Act" shall mean The Securities Exchange Act of
1934, as amended.
(b) "Annual Director's Fee" shall mean the annual fee
paid by the Company to each Eligible Director of the Company,
which fee may be modified from year to year.
(c) "Board" shall mean the Board of Directors of the
(d) "Committee" shall mean the Compensation and Stock
Option Committee, as appointed from time to time by the Board.
(e) "Common Stock" shall mean Class A Common Stock of
Media General, Inc.
(f) "Company" shall mean Media General, Inc.
(g) "Director" shall mean any member of the Board.
(h) "Disability" shall mean the Recipient's inability
to perform the services required by his position on the Board 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.
(i) "Effective Date" shall mean the date specified in
Section 14 hereof.
(j) "Eligible Director" or "Non-Employee Director"
shall mean any Director who is not an employee or former employee
of the Company or any of its subsidiaries or affiliates.
(k) "Plan" shall mean this Media General, Inc.,
Restricted Stock Plan for Non-Employee Directors.
(l) "Recipient" shall mean an Eligible Director of the
Company to whom Restricted Shares are allocated pursuant to this