Edgar Filing: MEDIA GENERAL INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Media General, Inc.
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(Name of Registrant as Specified In Its Charter)

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[LOGO] MEDIA GENERAL

Notice of 2002
Annual Meeting
and
Proxy Statement

Friday, May 24, 2002
11:00 a.m.
Richmond Newspapers Production Facility
5555 Chamberlayne Road (U.S. 301)
Mechanicsville, Virginia

[LOGO] Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001
(804)649-6000 www.mediageneral.com
Fax (804) 649-6400
Media
General

J. Stewart Bryan III
Chairman Chief Executive
April 8, 2002

Dear Stockholder:

You are cordially inv ited to attend Media General's 2002 Annual
Meeting on Friday, May 24, 2002.

Our Annual Meeting will be held at the Richmond Newspapers
Production Facility, 5555 Chamberlayne Road (U.S. 301, just north of
its intersection with I-295), Mechanicsville, Virginia.

I am pleased to announce this year that Reid Ashe has been
nominated to stand for election as a Class B Director. As you know,
Reid moved to Richmond this past summer from Tampa, where he had been
the Publisher of The Tampa Tribune, to become our President and Chief
Operating Officer. Reid has proven a valuable member of our management
team, and we look forward to his advice and counsel as a member of
your Board of Directors.

We also are pleased to offer stockholders the opportunity to
receive stock-holder communications electronically. For more
information, see "Electronic Delivery of Proxy Materials and Annual
Report."

Whether or not you plan to be present at the Annual Meeting, we
value your vote. Most stockholders have a choice this year of voting
over the Internet, by telephone or by using a traditional proxy card.
Please refer to your proxy card or the information forwarded by your
bank, broker or other holder of record to see which options are
available to you. However you choose to vote, please do so at your
earliest convenience.

I look forward to seeing you on May 24.

Yours sincerely,

/s/ J. Stewart Bryan III
J. Stewart Bryan III
Publishing . Broadcast . Interactive Media

[LOGO] MEDIA GENERAL

NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS

To the Class A and Class B Common Stockholders
of Media General, Inc.

Please take notice that the 2002 Annual Meeting of Stockholders of Media
General, Inc., will be held at the Richmond Newspapers Production Facility,
5555 Chamberlayne Road (U.S. 301), Mechanicsville, Virginia, on Friday, May 24,
2002, at 11:00 a.m. for the following purposes:

1. To elect a Board of Directors for the ensuing year;

2. To act upon such other matters as properly may come before the
meeting.

Holders of the Company's Class A and Class B Common Stock of record at the
close of business on March 22, 2002, are entitled to notice of and to vote at
the meeting.

Your attention is directed to the accompanying Proxy Statement.

By Order of the Board of Directors

GEORGE L. MAHONEY, Secretary

Richmond, Virginia
April 8, 2002

Stockholders are requested to vote over the Internet, by telephone or by
completing and returning the accompanying proxy card in the envelope provided,
whether or not they expect to attend the meeting in person. Internet and
telephone voting facilities will close at 11:00 a.m. E.S.T. on May 23, 2002. A
proxy may be revoked at any time before it is voted.

PROXY STATEMENT

2002 Annual Meeting of Stockholders

SOLICITATION OF PROXIES

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Media General, Inc. (the Company), to be used at
the 2002 Annual Meeting of Stockholders to be held at the Richmond Newspapers
Production Facility, 5555 Chamberlayne Road (U.S. 301, just north of its
intersection with I-295), Mechanicsville, Virginia, on Friday, May 24, 2002, at
11:00 a.m. All shares entitled to vote and represented by properly completed
proxies received prior to the meeting and not revoked will be voted at the
meeting in accordance with instructions. Internet and telephone voting
facilities will close at 11:00 a.m. E.S.T. on May 23, 2002. A proxy may be
revoked by a Stockholder at any time before it is voted.

The Annual Report to the Stockholders of the Company, including financial
statements for the fiscal year ended December 30, 2001, and this Proxy
Statement and accompanying proxy card, are being mailed to Stockholders on or
about April 8, 2002.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company had outstanding 22,510,114 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as
of March 22, 2002. Only holders of record at the close of business on such date
will be entitled to vote, and each share of Class A or Class B Stock will be
entitled to one vote on each matter as to which such class is entitled to vote.

The following table shows the stock ownership as of the most recent
practicable date of all persons known by the Company to have been the
beneficial owners of more than 5% of the outstanding shares of any class of the
Company's securities and the stock ownership of the directors and officers of
the Company as a group. All such information is based on information furnished
by or on behalf of the persons listed, who have sole voting power and sole
dispositive power as to all shares of Class A and Class B Stock listed unless
noted to the contrary.

Amount
Title and Nature Percent
Name and Address of of of Beneficial of
Beneficial Holder Class Ownership Class
------------------- ------- ------------- -------

J. Stewart Bryan III Class A 2,219,092(1) 9.9%
333 East Franklin Street Class B 428,036(1) 76.9%
Richmond, VA 23219

Jane Bryan Brockenbrough Class B 55,580(2) 10.0%
c/o Bryan Brothers
1802 Bayberry Court, Suite 302
Richmond, VA 23226

Mario J. Gabelli Class A 7,419,636(3) 33.0%
One Corporate Center
Rye, NY 10580

Fidelity Investments Institutional Class A 1,952,399(4) 8.7%
Operations Company, Inc.
82 Devonshire Street
Boston, MA 02109

All directors and executive Class A 2,590,384(5) 11.5%
officers as a group Class B 428,036 76.9%

--------
(1) The shares listed for J. Stewart Bryan III include 4,800 shares of Class A
Stock held by a private foundation controlled by Mr. Bryan, 45,367 shares
of Class A Stock held (as of February 28, 2002) for his benefit by the MG
Advantage 401(k) Plan (the 401(k) Plan), 74,200 shares of Class A Stock
registered in his name under the Media General, Inc., Restricted Stock Plan
(the Restricted Stock Plan), 205,433 shares of Class A Stock subject to
currently exercisable options, 535,200 shares of Class A Stock held by
trusts of which Mr. Bryan serves as a fiduciary and shares in the control
of the voting and disposition of the shares, 1,040,378 shares of Class A
Stock held by the David Tennant Bryan Revocable Declaration of Trust (the
D.T. Bryan Trust) of which Mr. Bryan serves as a co-trustee, and 373,000
shares of Class B Stock held by the D. Tennant Bryan Media Trust (the Media
Trust), of which Mr. Bryan serves as sole trustee. Mr. Bryan, the D.T.
Bryan Trust and the Media Trust constitute a group for certain purposes.

(2) Jane Bryan Brockenbrough additionally has sole voting and dispositive power
as to 23,000 shares of Class A Stock.

(3) According to a Schedule 13D, amended as of June 12, 2001, the shares listed
include shares held by Mr. Gabelli or entities under his direct or indirect
control, including 4,811,256 shares held by GAMCO Investors, Inc. (GAMCO),
and 2,608,000 shares held by Gabelli Funds, LLC (Gabelli Funds). In the
aggregate, such shares are attributable to Mr. Gabelli and to Gabelli Group
Capital Partners, Inc., and to Gabelli Asset Management, Inc., parent
companies of GAMCO and Gabelli Funds. Mr. Gabelli and such entities, in the
aggregate, have sole dispositive power for all shares except 98,450 shares
for which there is no voting power. The Schedule 13D states that if the
aggregate voting power of the Gabelli entities should exceed 25% of their
voting interest in the Company, the 2,608,000 shares held by Gabelli Funds
will be voted by a proxy voting committee for each of the approximately 20
funds advised by Gabelli Funds. Another Gabelli-controlled entity holds 380
shares of Class B Stock.

(4) Fidelity Investments serves as trustee of the 401(k) Plan, and the
1,952,399 Class A shares held as of February 28, 2002, are held in that
capacity. The 401(k) Plan provides that shares held for the 401(k) Plan are
to be voted by the trustee in the same proportion as instructions received
from participants. Subject to certain restrictions, participants have the
right to direct the disposition of shares of Class A Stock held for their
benefit by the 401(k) Plan.

(5) Includes an aggregate of 402,469 Class A shares subject to currently
exercisable stock options.

ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for the holders of the
Class A Stock voting separately and as a class to elect 30% of the Board of
Directors (or the nearest whole number if such percentage is not a whole
number) and for the holders of the Class B Stock to elect the balance.
Accordingly, of the ten directors to be elected, three will be Class A
Directors to be elected by the Class A Stockholders, and seven will be Class B
Directors to be elected by the Class B Stockholders. The By-laws of the
Company, consistent with applicable Virginia law, provide that in the election
of each class of Directors, those receiving the greatest number of votes of
each class of Stockholders entitled to vote for such Directors shall be
elected. Abstentions and non-votes by brokers, banks and other nominee holders
of record shall not be counted for or against any nominee. The Directors
elected will serve until the next Annual Meeting of Stockholders. All of the
nominees listed below except Mr. Ashe presently are members of the Board.
Unless authority is withheld, the proxies will be voted for the election as
Directors of the persons named below, or, if for any reason any of such persons
are unavailable, for such substitutes as management may propose. The Company
has no reason to believe that any of the nominees will be unavailable. The
following material is based on information submitted by the person named.
Unless noted to the contrary, each Director has sole voting power and sole
dispositive power as to all shares listed as owned beneficially by him or her.

Number and Percentage*
of Shares Beneficially
Owned March 22, 2002
Director ------------------------------
Name Age Since Class A(1) % Class B %
---- --- -------- ---------- --- ------- ----

Class A Directors
Charles A. Davis...... 53 1989 15,245 --
Robert V. Hatcher, Jr. 71 1991 11,044 --
John G. Medlin, Jr.... 68 1994 11,442 --

Class B Directors
O. Reid Ashe, Jr...... 53 -- 28,072(2) --
J. Stewart Bryan III.. 63 1974 2,219,092(3) 9.9% 428,036 76.9%
Marshall N. Morton.... 56 1997 114,917(4) --
Thompson L. Rankin.... 61 2001 4,461 --
Wyndham Robertson..... 64 1996 9,561 --
Henry L. Valentine, II 74 1991 33,746(5) --
Walter E. Williams.... 66 2001 1,204 --

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*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares, if any, held in the 401(k) Plan as of February 28, 2002.
Also includes deferred Class A Stock units credited, as of December 31,
2001, to non-employee Directors' accounts pursuant to the Media General,
Inc., Directors' Deferred Compensation Plan, as follows: Mr. Davis--10,664
units; Mr. Hatcher--9,163 units; Mr. Medlin--9,061 units; Miss
Robertson--8,261 units; Mr. Valentine--9,865 units; Mr Rankin--3,261 units;
Mr. Williams--1,204 units. For further information as to deferred Class A
Stock units, see page 5.
(2) For further information as to stock held by Mr. Ashe, see "Stock Ownership
of Executive Officers."
(3) For further information as to stock held by Mr. Bryan, see "Voting
Securities and Principal Holders Thereof."
(4) For further information as to stock held by Mr. Morton, see "Stock
Ownership of Executive Officers."
(5) Of the shares of Class A Stock listed, Mr. Valentine shares voting and
dispositive power as a co-trustee as to 18,500 shares. The shares listed do
not include 3,000 shares of Class A Stock held by Mr. Valentine's wife, as
to which Mr. Valentine disclaims any voting or dispositive power.

Directors

CHARLES A. DAVIS is Vice Chairman of Marsh & McLennan Companies, Inc., and
is President and Chief Executive Officer of Marsh & McLennan Capital, Inc. He
previously was a limited partner in The Goldman Sachs Group, L.P., and was a
partner for more than five years in the investment banking firm of Goldman,
Sachs & Co. Mr. Davis also serves as a director of Merchants Bancshares, Inc.,
and Progressive Corporation.

ROBERT V. HATCHER, JR. is the former Chairman of the Board and Chief
Executive Officer of Johnson & Higgins, an insurance consulting and brokerage
firm, having served in that position for more than five years.

JOHN G. MEDLIN, JR. is Chairman Emeritus of Wachovia Corporation. He
previously served from 1988 to 1998 as Chairman of Wachovia Corporation and,
from 1977 through 1993, as Chief Executive Officer. Mr. Medlin also serves as a
director of BellSouth Corporation, Burlington Industries, Inc., R.J. Reynolds
Tobacco Holdings, Inc., and USAirways Group, Inc.

O. REID ASHE, JR. is President and Chief Operating Officer of the Company
and assumed those responsibilities in July 2001. He previously served as the
President and Publisher of The Tampa Tribune from 1997 to 2001, and he was the
President and Associate Publisher of The Tampa Tribune from 1996 to 1997.

J. STEWART BRYAN III is Chairman of the Board and Chief Executive Officer
of the Company and has served in those capacities since July 1990. He was
President of the Company from July 1990 to July 2001. Prior to July 1990, he
had served as Vice Chairman of the Board and Executive Vice President of the
Company since 1985, and as Chief Operating Officer of the Company since 1989.
He additionally has been Publisher of the Richmond Times-Dispatch for more than
five years.

MARSHALL N. MORTON was elected Vice Chairman of the Board in 2001 and is
the Company's Chief Financial Officer, a position he has held for more than
five years. He was the Company's Senior Vice President from 1989 to 2001.

THOMPSON L. RANKIN retired in 1997 as President and Chief Executive Officer
of Lykes Bros. Inc., having served in that position for more than five years.
He also is the former Chairman of the Board and Chief Executive Officer of
Lykes Energy, Inc., and served in that position for more than five years. He
previously served on the Board of Directors of the Company from 1985 to 1994.
Mr. Rankin also serves as a director of TECO Energy, Inc.

WYNDHAM ROBERTSON retired in March 1996 as Vice President for
Communications at the University of North Carolina, having served in that
position for more than five years. She previously was an Assistant Managing
Editor for Fortune magazine and worked with that organization for 24 years.

HENRY L. VALENTINE, II is Chairman of Davenport & Company LLC, a Richmond,
Virginia, investment banking firm, and has served in that position for more
than five years.

WALTER E. WILLIAMS has served on the faculty of George Mason University,
Fairfax, Virginia, since 1980 and was the chairman of the Economics Department
from 1995 to 2001. Additionally, he is an author, columnist and frequent
television and radio commentator.

Board and Committee Meetings

The full Board of Directors held five regular bi-monthly meetings during
2001.

The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee and the Compensation Committee. The Board has
not formed a nominating committee.

The Executive Committee presently consists of Messrs. Bryan, Hatcher,
Morton and Valentine. The Executive Committee is empowered, with certain
limitations, to exercise all of the powers of the Board of Directors when the
full Board is not in session. The Executive Committee met regularly six times
during 2001 on a bi-monthly schedule that alternates with the regular meetings
of the full Board of Directors.

The Audit Committee presently consists of Miss Robertson and Messrs. Davis,
Rankin and Valentine. This committee oversees the audit function of the
Company, both with regard to internal auditors and outside auditors, which are
recommended to the Board by this committee. In this capacity, the committee
meets with internal and outside auditors, approves all engagements of auditors
and reviews all annual Securities and Exchange Commission (the SEC) filings
made by the Company. The Audit Committee met twice during 2001. Each member of
the Audit Committee is "independent," as that term is defined by the applicable
listing standards of the New York Stock Exchange.

The Compensation Committee presently consists of Messrs. Hatcher, Medlin
and Williams. This committee has general responsibility for employee
compensation, makes recommendations to the Board concerning officer and
director compensation and oversees the operation of the compensation related
benefit plans. The Compensation Committee met twice during 2001.

Pursuant to the Media General, Inc., Directors' Deferred Compensation Plan,
each Director who has not at any time served as an employee of the Company (an
Outside Director) receives 50% of his or her annual compensation, which annual
compensation is $75,000 in 2002, in deferred Class A Stock units and may elect
to receive the other 50% of annual compensation in cash or deferred stock
units. All Outside Directors but one elected to receive all available 2001
compensation in deferred stock units.

STOCK OWNERSHIP OF EXECUTIVE OFFICERS

The following table lists the beneficial ownership of the Company's Class A
and Class B Stock by the executive officers named in the "Summary Compensation
Table" as of March 22, 2002.

Number and Percentage* of Shares
Beneficially Owned March 22, 2002
---------------------------------
Name Class A(1) % Class B %
---- ---------- --- ------- ----

J. Stewart Bryan III... 2,219,092(2) 9.9% 428,036(2) 76.9%
Marshall N. Morton..... 114,917(3) --
H. Graham Woodlief, Jr. 61,244(4) --
O. Reid Ashe, Jr....... 28,072(5) --
James A. Zimmerman..... 62,683(6) --

--------
*Percentages of stock ownership less than one percent are not shown.

(1) Includes shares held in the 401(k) Plan as of February 28, 2002.

(2) For further information as to stock held by Mr. Bryan, see "Voting
Securities and Principal Holders Thereof."

(3) Shares listed for Mr. Morton include 66,300 shares subject to currently
exercisable options and 25,400 shares registered in his name under the
Restricted Stock Plan.

(4) Shares listed for Mr. Woodlief include 40,534 shares subject to currently
exercisable options and 15,000 shares registered in his name under the
Restricted Stock Plan.

(5) Shares listed for Mr. Ashe include 15,434 shares subject to currently
exercisable options and 9,300 shares registered in his name under the
Restricted Stock Plan. Mr. Ashe is co-trustee, along with his wife, of
2,840 shares held in a revocable trust.

(6) Shares listed for Mr. Zimmerman include 38,800 shares subject to currently
exercisable options and 12,400 shares registered in his name under the
Restricted Stock Plan.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth annual and long-term compensation for the
last three years for the Company's Chief Executive Officer and the four other
most highly compensated executive officers.

Summary Compensation Table

Long-Term Compensation
Annual Compensation Awards
------------------------------ ----------------------------
Other Annual All Other
Name and Salary Bonus Compensation Restricted Stock Compensation
Principal Position Year ($) ($) ($)(1)(4) ($)(2) Options (#) ($)(3)(4)
------------------ ---- -------- -------- ------------ ---------------- ----------- ------------

J. Stewart Bryan III, 2001 $875,000 $ -- $343,939 $2,575,000 38,100 $431,156
Chairman and 2000 830,000 346,894 7,547 -- 29,900 49,189
Chief Executive Officer 1999 780,000 314,157 6,237 1,172,200 15,300 49,200

Marshall N. Morton, 2001 525,000 -- 57,343 803,400 11,400 106,387
Vice Chairman and 2000 485,000 165,848 -- -- 8,700 24,588
Chief Financial Officer 1999 450,000 148,291 -- 474,692 6,200 23,987

O. Reid Ashe, Jr.,* 2001 375,562 -- 44,066 288,400 4,100 72,527
President and Chief
Operating Officer

H. Graham Woodlief, Jr., 2001 390,000 -- 50,391 453,200 6,500 70,815
Vice President 2000 360,000 106,031 1,656 -- 4,900 13,858
1999 335,000 103,125 1,380 300,316 3,900 13,786

James A. Zimmerman,** 2001 342,500 -- 32,496 370,800 5,300 58,514
Vice President

--------
* Mr. Ashe assumed the positions of President and Chief Operating Officer on
July 1, 2001, concurrently with being named an executive officer of the
Company.

** Mr. Zimmerman assumed the position of Vice President on January 1, 2001,
concurrently with being named an executive officer of the Company.

(1) The amounts disclosed under this column for the most recent fiscal year
consist of the following:

Above-Market Tax Gross-Up
Amounts Earned Associated with
on Deferred Variable Universal
Compensation Life Insurance for the
During the Benefit of the Named
Name Fiscal Year Executive Officer (4) Total
---- -------------- ---------------------- --------

J. Stewart Bryan III... $16,042 $327,897 $343,939
Marshall N. Morton..... -- 57,343 57,343
O. Reid Ashe, Jr....... -- 44,066 44,066
H. Graham Woodlief, Jr. 3,677 46,714 50,391
James A. Zimmerman..... -- 32,496 32,496

(2) At December 30, 2001, the number and value of the aggregate restricted
stock awards held by named executive officers were: Mr. Bryan--123,910 and
$6,325,606; Mr. Morton--25,400 and $1,296,670; Mr. Ashe--9,300 and
$474,765; Mr. Woodlief--15,000 and $765,750; and Mr. Zimmerman--12,400 and
$633,020. Shares were awarded in the name of each executive, and each has
all rights of other Class A Stockholders, including dividends, subject to
certain restrictions and forfeiture provisions.

(3) The amounts disclosed under this column for the most recent fiscal year
consist of the following:

Dollar Value of Dollar Value of
Insurance Premiums Insurance Premiums
Annual Company Paid by the Company Paid by the Company
Contributions to With Respect to Variable With Respect to Term
Vested and Unvested Universal Life Insurance for Life Insurance for the
Defined Contribution the Benefit of the Benefit of the Named
Name Plans Named Executive Officer (4) Executive Officer Total
---- -------------------- ---------------------------- ---------------------- --------

J. Stewart Bryan III... $33,806 $397,139 $211 $431,156
Marshall N. Morton..... 36,800 69,452 135 106,387
O. Reid Ashe, Jr....... 19,107 53,374 46 72,527
H. Graham Woodlief, Jr. 14,101 56,579 135 70,815
James A. Zimmerman..... 19,067 39,358 89 58,514

(4) During 2001 the Company replaced the benefits under an existing
company-funded life insurance plan with variable universal life insurance
policies. Although the expense to the Company is relatively unaffected, the
variable universal life insurance premiums, paid to third parties, and tax
gross-ups, withheld and remitted to taxing authorities, are considered
compensation to the named executive officer in the year paid.

Option Grants in Last Fiscal Year

The following table provides information on stock options granted in fiscal
2001 to the named executive officers.

Individual Grants
--------------------------------------------------------------
% of Total Grant
Number of Options Date
Securities Underlying Granted to Exercise or Present
Options Granted Employees in Base Price Value
Name (#)(1) Fiscal Year ($/Share) Expiration Date ($)(2)
---- --------------------- ------------ ----------- --------------- --------

J. Stewart Bryan III... 38,100 15.6% $51.405 Jan. 30, 2011 $721,538
Marshall N. Morton..... 11,400 4.7% 51.405 Jan. 30, 2011 215,893
O. Reid Ashe, Jr....... 4,100 1.7% 51.405 Jan. 30, 2011 77,646
H. Graham Woodlief, Jr. 6,500 2.7% 51.405 Jan. 30, 2011 123,097
James A. Zimmerman..... 5,300 2.2% 51.405 Jan. 30, 2011 100,371

--------
(1) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
officers during fiscal 2001 under the provisions of the 1996 Employee
Non-Qualified Stock Option Plan (the 1996 Plan). Options granted under the
1996 Plan are exercisable in one-third increments over a three-year period
and expire 10 years after the date of grant. The options also become fully
exercisable upon, and must be exercised within 12 months of, the optionee's
death during employment or retirement after age 55.

(2) Option values were computed using the Black-Scholes pricing model. The
assumptions used in the model were: expected volatility of .2399;
zero-coupon government bond yield of 5.3%; dividend yield of 1.26%; and
time to exercise of 10 years. Additionally, a 5.72% discount was applied to
reflect three-year pro rata vesting (3% per year probability of
forfeiture). The actual value, if any, an executive may realize will depend
on the amount by which the stock price on the date of exercise exceeds the
exercise price. There is no assurance that the value actually realized by
an executive will be at or near the value estimated by use of the
Black-Scholes model.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table provides information with respect to options exercised
during fiscal 2001 and the number and value of stock options outstanding at the
fiscal year-end.

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Shares Fiscal Year-End (#) at Fiscal Year-End ($)(1)
- Acquired On Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------

J. Stewart Bryan III... 19,800 $287,074 168,767 63,133 $2,990,691 $16,033
Marshall N. Morton..... -- -- 52,133 19,267 852,593 6,497
O. Reid Ashe, Jr....... -- -- 7,967 6,933 77,866 2,410
H. Graham Woodlief, Jr. 8,400 255,208 37,334 11,066 657,823 4,087
James A. Zimmerman..... 2,800 81,963 34,367 9,133 631,582 3,458

--------
(1) The amount listed represents the difference between the closing price of
the Company's Class A Stock at the end of fiscal 2001 ($51.05) and the
exercise price per share, multiplied by the number of shares covered by the
options.

Pension Plan Table

The following table reflects the estimated aggregate retirement benefits to
which certain executive officers of the Company, including each of the named
executive officers in the Summary Compensation Table, are entitled under the
provisions of the Company's non-contributory, funded Employees Retirement Plan
and the Executive Supplemental Retirement Plan (the Plans). The amount of
benefit assumes that the executive has completed a minimum of 15 years of
service. The benefit amount will be reduced for service of less than 15 years,
or if the executive retires prior to attaining age 63. Additional benefits are
not earned for service in addition to 15 years.

Lifetime Annual Benefit
Highest Five-Year at or After
Average Compensation Normal Retirement Date
-------------------- -----------------------

$ 150,000 $ 82,500
250,000 137,500
350,000 192,500
450,000 247,500
550,000 302,500
650,000 357,500
750,000 412,500
850,000 467,500
950,000 522,500
1,050,000 577,500
1,150,000 632,500
1,250,000 687,500
1,350,000 742,500
1,450,000 797,500

The amount of benefit for the executive officers named in the Summary
Compensation Table is derived by averaging each officer's five highest years of
"Annual Compensation," as reflected in the "Salary" and "Bonus" columns of such
tables. Retirement benefits shown are payable without offset for Social
Security in monthly installments as life annuities, or in other optional forms,
upon retirement after attaining age 63. Benefits for executives who
participated in both plans prior to January 1, 1991, are reduced by the amount
of benefits payable to them under pension plans of former employers.

Audit Committee Report

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors and operates under a written charter adopted
by the Board. Company management has the primary responsibility for the
financial statements and the reporting process including the systems of
internal controls. In fulfilling these oversight responsibilities, the
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments and
the clarity of disclosures in the financial statements.

In addition, the Committee reviewed with the independent auditors their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. The

Committee also has discussed with the independent auditors the auditors'
independence from management and the Company, including the matters in the
written disclosures and letter required by the Independence Standards Board and
received by the Committee, and considered the compatibility of non-audit
services with the auditors' independence.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls and the overall quality of the Company's financial
reporting. The Committee held two meetings during 2001.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements at, and for the three years ended December 30,
2001, be included in the Annual Report on Form 10-K for filing with the SEC.

The Audit Committee

Charles A. Davis, Chairman
Thompson L. Rankin
Wyndham Robertson
Henry L. Valentine, II

Audit and Non-Audit Fees

The following table presents fees rendered by Ernst & Young LLP for fiscal
2001:

Amount
- --------

Audit Fees (a).................... $623,000
Financial Information Systems
Design and Implementation Fees. 0
All Other Fees (b)................ 266,000

(a) Fees billed by Ernst & Young for professional services rendered for the
audit of the Company's annual financial statements and for the reviews of
the financial statements included in the Company's quarterly reports on
Form 10-Q for the fiscal year ended December 30, 2001.

(b) Fees billed by Ernst & Young for services rendered to the Company during
fiscal 2001, other than the services described above under "Audit Fees."
These fees consisted of $175,000 for audit-related services, principally
services performed in connection with statutory or regulatory audits of
employee benefit plans and the review of non-recurring SEC filings, and
$91,000 for tax-related advice.

Compensation Committee Report

Media General's compensation system is a management tool that is used to
support and reinforce key operating and strategic goals. It is applied
consistently to all salaried employees.

The Company's compensation programs for management employees are designed
to build a strong link between an individual's performance and his or her
related compensation opportunities as well as to align the interests of key
Media General employees with those of the Stockholders. These two elements
induce eligible employees to be more responsive to the needs of the Company.
Periodically, the Company reviews its compensation programs with independent
consultants to ensure that, corporately, it is competitive and is taking
advantage of current thinking in the field of compensation management.

The Compensation Committee feels that a tightly administered program that
rewards eligible managers for appropriate performance is a constructive way to
attract and retain talented personnel. Eligibility to participate in Media
General's annual and long-term incentive programs is determined by the
Committee assisted by recommendations from the Chief Executive Officer.

There are three components to total executive compensation at Media
General: base salary and short- and long-term incentives. Using both general
and specific media industry surveys targeted to the Company's size along with
published data on executive compensation levels, the Committee has established
second quartile (51st-75th percentile) targets for each component. The number
of companies participating in such surveys varies but averages about 75 in any
given year.

Base salary levels are determined with reference to external competitive
levels (as described previously) and internal equity. Pay and performance then
are linked through the use of the two incentive programs.

The short-term incentive program combines specific threshold, target and
maximum performance goals established at the beginning of the measurement year
with award targets, as described previously. All goals are based on profit and
asset utilization levels and are established individually for each business
unit and for the Company. Cash awards are paid based on the accomplishment of
these goals. Maximum awards are attained at 150% of goal. Barring exceptional
circumstances, which, in the Committee's opinion, were not under operating unit
control, no bonuses are paid to units earning less than 80% of their goal.

A long-term incentive program is used to reward sustained stock price
growth and/or achievement of long-term, pre-established earnings per share
growth targets. Awards in this program are made in the form of stock options
(typically awarded to eligible participants annually at fair market value on
the grant date, vesting over a three-year period) and restricted stock
(typically granted to selected executive officers every other year with
restrictions (currently ten years) on sale that may be lifted if pre-
established earnings per share growth targets are met). The combined expected
value of stock-based awards is targeted to achieve competitive levels of total
compensation as described earlier; for those selected executive officers who
are eligible to receive both restricted stock and stock options, annual grants
are awarded on the basis that 60% of the competitive long-term incentive target
would be delivered through restricted stock. The Committee notes that the
relative value of a given award at the end of the measurement period will
depend on the growth in value of the common stock of the Company

over the time period. The vesting and ten-year trading restrictions emphasize
the long-term nature of these awards and encourage eligible employees to remain
in the employ of the Company.

Section 162(m) of the Internal Revenue Code disallows a deduction for
compensation in excess of $1,000,000 paid to any of the executive officers
named in the Summary Compensation Table, unless such excess compensation
qualifies as "performance-based compensation" under Section 162(m) and related
Internal Revenue Service regulations. The Compensation Committee seeks to
maximize the deductibility of compensation paid to executive officers but also
recognizes that the payment of non-deductible compensation may at times be in
the best interests of the Company.

CEO Compensation During 2001

Mr. Bryan's base salary in 2001 of $875,000 was 5.4% above that of the
preceding year. In the aggregate, corporate performance did not attain the
targeted level for any bonus payment, and none was paid. The Company also paid
$397,139 of premium on Mr. Bryan's behalf and a tax gross-up of $327,897 during
the year as the Company replaced the benefits Mr. Bryan had under an existing
company-funded life insurance plan with a variable life insurance policy. At
the beginning of 2001, a stock option award of 38,100 shares of Media General
Class A Stock was made to Mr. Bryan. As in the past, this award as well as Mr.
Bryan's base salary and bonus formula were developed in accordance with
competitive practice, as outlined previously, and were based on the standard
provisions of Media General's annual and long-term incentive plans.

The Compensation Committee

Robert V. Hatcher, Jr., Chairman
John G. Medlin, Jr.
Walter E. Williams

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act)
requires that the Company's Executive Officers, Directors and persons owning
more than 10% of the Company's Class A Stock file reports of ownership and
changes in ownership with the SEC and with the Company.

Based solely upon a review of such reports furnished to the Company, the
Company believes that during the fiscal year ended December 30, 2001, the
Executive Officers, Directors and persons owning in excess of 10% of the
outstanding shares of the Company's Class A Stock complied with the filing
requirements of Section 16(a), except that Mr. Bryan, individually and as a
co-trustee of a family trust, filed two forms, each reporting one transaction,
after the prescribed filing dates, and Mr. Morton filed one report, involving
one transaction, after the prescribed filing date, and except that no Section
16(a) filings were made by GAMCO Investors, Inc., or Gabelli Funds, LLC (the
Gabelli entities), each a 10% holder. The Gabelli entities previously have
asserted that such filings were not required by reason of an exemption for
shares held by an institution without the purpose or effect of changing or
influencing the control of an issuer. The foregoing exemption is not available
to the Gabelli entities, in the Company's view. Several of the Gabelli entities
previously also have asserted the absence of a pecuniary interest in the shares
they beneficially own. See "Voting Securities and Principal Holders Thereof."

Performance Graph

The Company's Class A Stock, which previously had been traded on the
American Stock
Exchange, was transferred to the New York Stock Exchange during 2001.

The following graph shows the cumulative total Stockholder return on the
Company's Class A Stock over the last five fiscal years as compared to the
returns of the Standard & Poor's (S&P) Publishing (Newspapers) Index, the
American Stock Exchange (AMEX) Market Index, and the New York Stock Exchange
(NYSE) Market Index. The graph assumes $100 was invested on December 31, 1996,
in the Company's Class A Stock, the S&P Publishing (Newspapers) Index, the AMEX
Market Index and the NYSE Market Index and also assumes reinvestment of
dividends.

[CHART]

Comparison of Five-Year Cumulative Total Return
Media General, Inc., S&P Publishing (Newspaper) Index,
AMEX Market Index and NYSE Market Index

1996 1997 1998 1999 2000 2001
Media General, Inc. $100 $136.10 $164.82 $174.37 $124.39 $176.87
S&P Publishing (Newspaper) 100 163.02 168.72 231.84 199.12 204.57
AMEX Market Index 100 120.33 118.69 147.98 146.16 139.43
NYSE Market Index 100 131.56 156.55 171.42 175.51 159.87

APPOINTMENT OF INDEPENDENT AUDITORS

At its January 2002 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 2002
fiscal year. Ernst & Young LLP has examined the accounts of the Company for
many years, including 2001. The Company has been advised by Ernst & Young LLP
that it is an independent public accounting firm within the meaning of the
applicable rules and regulations of the SEC. A representative of Ernst & Young
LLP will be present at the Annual Meeting to make a statement, if he desires to
do so, and to respond to appropriate questions from Stockholders.

STOCKHOLDER NOMINATIONS AND PROPOSALS

Stockholders who believe they are eligible to have their proposals included
in the Company's Proxy Statement for the 2003 Annual Meeting of Stockholders,
in addition to other applicable requirements established by the SEC, must
ensure that their proposals are received by the Secretary of the Company not
later than December 10, 2002.

The By-laws of the Company establish an advance notice procedure for
eligible Stockholders to make nominations for Director and to propose business
to be transacted at an Annual Meeting. The Company's By-laws additionally
provide that nominations for Director and proposals for business must be given
to the Secretary of the Company not less than 90 days nor more than 120 days
prior to the date of an Annual Meeting. The Company's By-laws also require that
certain specific information accompany a Stockholder notice of nomination or
proposal for business.

The By-laws of the Company provide that the Annual Meeting of Stockholders
shall be held during the Company's second fiscal quarter on a date fixed by the
Board of Directors. The Company's 2003 Annual Meeting will be held on May 23,
2003. A copy of the Company's By-laws may be obtained by writing to the
Secretary of the Company.

SOLICITATION OF PROXIES

The Company may solicit proxies in person or by telephone or mail. The cost
of solicitation of proxies, including the reimbursement to banks and brokers
for reasonable expenses in sending proxy material to their principals, will be
borne by the Company. Officers and other employees of the Company may
participate in such solicitation, for which they will receive no special or
additional compensation. In addition, the Company has retained D. F. King & Co.
to assist in the solicitation of proxies for a basic fee of $8,000, plus
reimbursement of out-of-pocket expenses.

OTHER MATTERS

Management does not intend to present, nor, in accordance with the
Company's By-laws, has it received proper notice from any person who intends to
present, any matter for action by Stockholders at the Annual Meeting, other
than as stated in the accompanying Notice. However, the enclosed proxy confers
discretionary authority with respect to the transaction of any other business
which properly may come before the meeting, and it is the intention of the
persons named in the enclosed proxy to vote the same in accordance with their
best judgment.

Electronic Delivery of Proxy Materials and Annual Report

The Notice of Annual Meeting, Proxy Statement and 2001 Annual Report are
available at www.mediageneral.com. Instead of receiving paper copies of these
materials in the mail in the future, most Stockholders can elect to receive an
email which will provide a link to these documents on the Internet. Opting to
receive proxy materials online helps to reduce the Company's printing and
mailing costs and provides Stockholders with a convenient, automatic link to
the proxy vote site.

Most Stockholders desiring to enroll in this electronic delivery service
may do so by visiting www.investpower.com and following the prompts for email
enrollment; others will find a separate page with electronic delivery
information in the envelope containing their proxy materials. "Street name"
Stockholders can check the information in the proxy materials provided by their
bank or broker.

Enrollment is effective until cancelled, and Stockholders may withdraw
consent to electronic delivery at any time and resume receiving Stockholder
communications in printed form. Please call Media General Investor Relations at
(804) 649-6103 with any questions.

By Order of the Board of Directors

GEORGE L. MAHONEY, Secretary

Richmond, Virginia
April 8, 2002

ANNUAL MEETING OF STOCKHOLDERS

MEDIA GENERAL, INC.

Co. # ____________ CLASS A COMMON STOCK Acct. # __________
MAY 24, 2002

-------------------------
PROXY VOTING INSTRUCTIONS
-------------------------

TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.

TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.

Note: If you vote by Internet or telephone, please do not mail in your proxy
card.

Internet and telephone voting are available 24 hours a day - 7 days a week!

Internet and telephone voting facilities will close at 11:00 a.m. E.S.T. on May
23, 2002.

-------------------------------
YOUR CONTROL NUMBER IS
-------------------------------

(arrow) Please Detach and Mail in the Envelope Provided (arrow)

[X] Please mark your votes
as in this example

The Board of Directors recommends a vote FOR the following proposal.

Item 1. For Withhold
Election of Directors. [_] [_]

FOR, except vote withheld for the following nominee(s):

-------------------------
NOMINEES:
CLASS A DIRECTORS
-----------------
Charles A. Davis
Robert V. Hatcher, Jr.
John G. Medlin, Jr.

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED.

THIS PROXY REVOKES ALL PREVIOUS PROXIES. UNLESS INDICATED

TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.

Signature: _______________ Date: _____ Signature: ______________ Date: ______

Note: Please sign as name appears printed above. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee or
guardian, please give full title.

Electronic Delivery: In order to receive future proxy materials and annual
-------------------
reports electronically, please visit "www.investpower.com" and follow the
prompts for email enrollment. To complete enrollment, you will need the
company number and account number on top of the reverse side of this card.

(arrow) FOLD AND DETACH HERE (arrow)

Class A MEDIA GENERAL, INC. Class A

ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2002

PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

O. Reid Ashe, Jr., J. Stewart Bryan III, George L. Mahoney and Marshall N.
Morton, or any of them, the proxies of the undersigned, with power of
substitution, are hereby appointed to vote all Class A Common Stock which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Friday, May 24, 2002, and any adjournment thereof, as follows on the reverse
side and upon such other business as may properly come before the meeting for
the vote of such Stockholder.

PLEASE NOTE ANY ADDRESS CHANGE HERE

To ensure timely receipt of your vote and to help the Company reduce costs, you
are encouraged to submit your voting instruction over the Internet or by
telephone: simply follow the instructions on the reverse side of this card.
Internet and telephone voting facilities will close at 11:00 a.m. E.S.T. on May
23, 2002.

If you choose to submit your voting instruction by mail, just mark, sign and
date this proxy card on the reverse side and return it promptly in the envelope
provided. Please date and sign this proxy as name appears. Joint owners should
each sign personally. Trustees and others signing in a representative capacity
should indicate the capacity in which they sign.

(continued and to be dated and signed on other side)

ANNUAL MEETING OF STOCKHOLDERS

MEDIA GENERAL, INC.

Co. # ____________ CLASS B COMMON STOCK Acct. # __________
MAY 24, 2002

-------------------------
PROXY VOTING INSTRUCTIONS
-------------------------

TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.

Note: If you vote by Internet or telephone, please do not mail in your proxy
card.

Internet and telephone voting are available 24 hours a day - 7 days a week!

Internet and telephone voting facilities will close at 11:00 a.m. E.S.T. on May
23, 2002.

----------------------------
YOUR CONTROL NUMBER IS
----------------------------

(arrow) Please Detach and Mail in the Envelope Provided (arrow)

[X] Please mark your votes
as in this example

The Board of Directors recommends a vote FOR the following proposal.

Item 1. For Withhold
Election of Directors. [_] [_]

FOR, except vote withheld for the following nominee(s):

-------------------------
NOMINEES:
CLASS B DIRECTORS
-----------------
O. Reid Ashe, Jr.
J. Stewart Bryan III
Marshall N. Morton
Thompson L. Rankin
Wyndham Robertson
Henry L. Valentine, II
Walter E. Williams

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED.

THIS PROXY REVOKES ALL PREVIOUS PROXIES. UNLESS INDICATED

TO THE CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.

Signature: _________________ Date: ___ Signature: _________________ Date: ____

Note: Please sign as name appears printed above. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee or
guardian, please give full title.

Class B MEDIA GENERAL, INC. Class B

ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2002

PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

O. Reid Ashe, Jr., J. Stewart Bryan III, George L. Mahoney and Marshall N.
Morton, or any of them, the proxies of the undersigned, with power of
substitution, are hereby appointed to vote all Class B Common Stock which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Friday, May 24, 2002, and any adjournment thereof, as follows on the reverse
side and upon such other business as may properly come before the meeting for
the vote of such Stockholder.

PLEASE NOTE ANY ADDRESS CHANGE HERE

(continued and to be dated and signed on other side)

ANNUAL MEETING OF STOCKHOLDERS

MEDIA GENERAL, INC.
EMPLOYEES' MG ADVANTAGE 401 (K) PLAN
MAY 24, 2002

-------------------------
PROXY VOTING INSTRUCTIONS
-------------------------

TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.

Note: If you vote by Internet or telephone, please do not mail in your
instruction card.

Internet and telephone voting are available 24 hours a day - 7 days a week!

Internet and telephone voting facilities will close at 11:00 a.m. E.S.T. on May
21, 2002.

-------------------------
YOUR CONTROL NUMBER IS
-------------------------

(arrow) FOLD AND DETACH HERE (arrow)

[X] Please mark your votes
as in this example

Item 1. For Withhold
Election of Directors. [_] [_]

FOR, except vote withheld for the following nominee(s):

-------------------------

The Board of Directors recommends a vote FOR the following proposal.

NOMINEES:
CLASS A DIRECTORS
-----------------
Charles A. Davis
Robert V. Hatcher, Jr.
John G. Medlin, Jr.

RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED.

THIS INSTRUCTION REVOKES ALL PREVIOUS INSTRUCTIONS. UNLESS INDICATED TO THE
CONTRARY, IT WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS.

Signature: ______________________________________________ Date: ______________

Note: Please date and sign this Instruction as name appears printed hereon and
return in the enclosed envelope promptly or use the telephone or Internet voting
procedure.

Class A MEDIA GENERAL, INC. Class A
EMPLOYEES' MG ADVANTAGE 401(K) PLAN
ANNUAL MEETING OF STOCKHOLDERS - MAY 24, 2002

THIS INSTRUCTION CARD IS SOLICITED BY FIDELITY MANAGEMENT TRUST COMPANY

As a participant in the MG Advantage 401(K) Plan, you have the right to direct
Fidelity Management Trust Company, as Trustee, regarding how to vote the shares
of Media General, Inc. Class A Common Stock credited to your account at the
Annual Stockholder Meeting to be held on May 24, 2002, and any adjournment
thereof, as follows on the reverse side and upon such other business as may
properly come before the meeting for the vote of such Stockholder.

The shares credited to your account will be voted as directed. If no direction
is made, if the card is not signed, or if the card is not received by May 21,
2002, the shares credited to your account will be voted in the same proportion
as directions received from participants.

If you choose to submit your voting instruction by mail, just mark, sign and
date this proxy instruction on the reverse side and return it promptly in the
envelope provided. Please date and sign this Instruction as name appears.

(continued and to be dated and signed on other side)