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

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

Filed by the Registrantþ


Filed by a Party other than the Registranto

Check the appropriate box:
o 
oPreliminary Proxy Statement
o 
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))
þ 
þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

Gray Television, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ
þNo fee required.
o
oFee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.

(1)
 (1)Title of each class of securities to which transaction applies:

 
(2)Aggregate number of securities to which transaction applies:

 
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 
(4)Proposed maximum aggregate value of transaction:

 
(5)Total fee paid:

oFee paid previously with preliminary materials.
 
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)
 (1)Amount Previously Paid:

 
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

TABLE OF CONTENTS

     (3)NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Filing Party:PROXY STATEMENT
VOTING REQUIREMENTS
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
BOARD COMMITTEES AND MEMBERSHIP
BENEFICIAL SHARE OWNERSHIP
EXECUTIVE COMPENSATION
REPORT OF MANAGEMENT PERSONNEL COMMITTEE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF AUDIT COMMITTEE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL NUMBER 2 AMENDMENT OF GRAY’S ESPP
OTHER MATTERS
SHAREHOLDER PROPOSALS FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT
OTHER SHAREHOLDER PROPOSALS FOR PRESENTATION AT NEXT YEAR’S ANNUAL MEETING
AVAILABILITY OF FORM 10-K
HOUSEHOLDING

     (4)Date Filed:

GRAY TELEVISION, INC.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May
Meeting to be held on June 10, 20062009
     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Gray Television, Inc. (“Gray”) will be held at 2:00 p.m.9:30 a.m., local time, on Wednesday, MayJune 10, 2006,2009, at WCTV-TV, 1801 Halstead Boulevard, Tallahassee, Florida 32309,The Peachtree Insurance Center, The Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, for the purpose of considering and acting upon:
• The election of eleven members of Gray’s Board of Directors; and
•
•The election of eleven members of our Board of Directors;
•A proposal to approve an amendment to the Gray Television, Inc. Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 600,000; and
•Such other business and matters or proposals as may properly come before the meeting.
     Only holders of record of Grayour common stock, no par value per share (the “Common Stock”) and Grayour Class A common stock, no par value per share, (the “Class A Common Stock”), at the close of business on March 31, 2006April 9, 2009 are entitled to notice of, and to vote at, the annual meeting. Attendance and voting at the annual meeting is limited to such shareholders of record at the close of business on April 9, 2009 and to any invitees of the Company.
     Your vote is very important. WeIf you are unable to attend the meeting, we encourage you to vote as soon as possible by one of three convenient methods: by calling the toll-free number listed on the proxy card, by accessing the Internet site listed on the proxy card or by signing, dating and returning the proxy card in the enclosed postage-paid envelope.
By Order of the Board of Directors,
J. Mack RobinsonHilton H. Howell, Jr.
Chairman and Chief Executive Officer
Atlanta, Georgia
April 18, 200624, 2009

 

GRAY TELEVISION, INC.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
PROXY STATEMENT
For Annual Meeting of Shareholders
to be Held on MayJune 10, 20062009
     This proxy statement is being furnished by the Board of Directors of Gray Television, Inc., a Georgia corporation (which we refer to as “Gray,” “we,” “us” or “us”“our”), to the holders of Grayour common stock, no par value per share, (the “Common Stock”), and Grayour Class A common stock, no par value per share, (the “Class A Common Stock”), in connection with the solicitation of proxies by Gray’sthe Board of Directors for use at the 20062009 Annual Meeting of Shareholders (the “2006“2009 Annual Meeting”) to be held at WCTV-TV, 1801 Halstead Boulevard, Tallahassee, Florida 32309,The Peachtree Insurance Center, The Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, on Wednesday, MayJune 10, 2006,2009, at 2:00 p.m.,9:30 a.m, local time, and at any adjournments or postponements thereof. Distribution of this proxy statement and a proxy card to shareholders is scheduled to begin on or about April 24, 2009.
     A proxy delivered pursuant to this solicitation is revocable at the option of the person giving the same at any time before it is exercised. A proxy may be revoked, prior to its exercise, by signing and delivering a later dated proxy card, by submitting a later dated proxyvote by Internet or by telephone, by delivering written notice of the revocation of the proxy to Gray’sour Secretary prior to the 20062009 Annual Meeting, or by attending and voting at the 20062009 Annual Meeting. Attendance at the 20062009 Annual Meeting, in and of itself, will not constitute revocation of a proxy. Unless previously revoked, the shares represented by the enclosed proxy will be voted in accordance with the shareholder’s directions if the proxy is duly submitted prior to the 20062009 Annual Meeting.
     If no directions are specified, the shares will be votedFORthe election of the director nominees recommended by the Board of Directors,FORthe approval of the amendment to our Employee Stock Purchase Plan (the “ESPP”) and in accordance with the discretion of the named proxies on other matters properly brought before the 20062009 Annual Meeting.
     The expense of preparing, printing and mailingexpenses associated with this proxy statement and soliciting the proxies sought hereby will be borne by Gray.us. In addition to the use of the mail, proxies may be solicited by our officers, directors and regular employees, of Gray, who will not receive additional compensation therefore, in person or by telephone telegraph or facsimile transmission. Grayother means of communication. We also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of the Common Stockcommon stock and the Class A Common Stockcommon stock as of the record date for the 20062009 Annual Meeting and will provide reimbursement for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly signing and returning the enclosed proxy cardsubmitting your vote will help to avoid additional expense.

3

VOTING REQUIREMENTS
Record Date and Voting Rights
     Gray’sOur Board of Directors has fixed the close of business on March 31, 2006April 9, 2009 as the record date for determining holders of the Common Stockcommon stock and the Class A Common Stockcommon stock entitled to notice of, and to vote at, the 20062009 Annual Meeting. Only holders of record of the Common Stockcommon stock and/or the Class A Common Stockcommon stock on that date will be entitled to notice of, and to vote at, the 20062009 Annual Meeting. Shareholders of record may vote by either:
 • attending the 20062009 Annual Meeting;
 
 • the Internet at http://www.proxyvoting.com/gtn;www.proxyvote.com;
 
 • the telephone at 1-866-540-57601-800-690-6903 as directed on the enclosed proxy card; or
 
 • completing and mailing the enclosed proxy card.
Instructions for voting are included on the enclosed proxy card.
The following information can be found at http://www.proxyvote.com:
•Notice of Annual Meeting;
•Proxy Statement;
•2008 Annual Report on Form 10-K; and
•Form of Proxy.
     As of the record date, March 31, 2006, 43,142,735April 9, 2009, 42,850,019 shares of the Common Stockcommon stock and 5,753,020 shares of the Class A Common Stockcommon stock were outstanding. Each share of the Common Stockcommon stock is entitled to one vote and each share of the Class A Common Stockcommon stock is entitled to ten votes. The total number of possible votes is 100,672,935.100,380,219. A number of votes equal to or greater than a majority of possible votes, or 50,336,46950,190,111 votes (including abstentions and broker non-votes), will constitute a quorum. No business may be transacted at the 20062009 Annual Meeting without a quorum. Abstentions and broker non-votes (where a broker submits a proxy but does not have discretionary authority to vote a customer’s shares on such proposal when specific instructions are not received) will be counted as present for purposes of determining a quorum.
Required VotesVote
     With respect to the election of directors,the director nominees, a majority of the votes is not required; instead, the director nominees will be elected by a plurality of the votes cast, which means that the eleven nominees receiving the most votes will be elected. Votes withheld from any nominee, if a quorum is present, will have no effect on the outcome of voting for directors. Abstentions and broker non-votes will not be counted as “votes cast” and, therefore will have no effect on the outcome of the election of directors.
     With respect to the proposal to approve the amendment to the ESPP, the approval of a majority of the votes cast by the holder’s of the common stock and the Class A common stock, voting together as a single class, is required; provided however, that the total votes cast on this proposal must represent over 50% of the total number of votes entitled to be cast by the holders of all of the outstanding shares of the common stock and the Class A common stock, voting together as a single class. Abstentions and broker non-votes will not be counted as “votes cast” and, therefore will have no effect on the outcome of the

4

approval of the amendment to the ESPP, assuming at least 50% of the total shares entitled to vote are cast.
The holders of the Common Stockcommon stock and the Class A Common Stockcommon stock are not entitled to appraisal rights under Georgia law with respect to the proposalproposals set forth in this proxy statement.

2

PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Nominees
     At the 20062009 Annual Meeting, eleven directors are to be elected to hold office (subject to Gray’s bylaws) until Gray’sour next annual meeting of shareholders and until their successors have been elected and qualified. Each nominee is currently serving as a director. In case any nominee listed in the table below should be unavailable for any reason, which Gray’sour management has no reason to anticipate, your proxy will be voted for any substitute nominee or nominees who may be selected by managementthe Management Personnel Committee prior to or at the 20062009 Annual Meeting, or, if no substitute is selected by managementthe Management Personnel Committee prior to or at the 20062009 Annual Meeting, a motion to reduce the membership of the boardBoard of Directors to the number of nominees available will be presented.
     Our Board of Directors unanimously recommends that you vote “FOR” the election of those directors specified in this proxy statement.
     Set forth below is information concerning each of the nominees.nominees as of April 24, 2009.
                
 Director     Director    
Name Since Age Position Since Age Position
Hilton H. Howell, Jr.  1993   47  Director, Vice Chairman and Chief Executive Officer
William E. Mayher, III  1990   67  Chairman of the Board of Directors  1990   70  Chairman of the Board of Directors
J. Mack Robinson  1993   82  Director, Chairman and Chief Executive Officer  1993   85  Director and Chairman Emeritus
Robert S. Prather, Jr.  1993   61  Director, President and Chief Operating Officer  1993   64  Director, President and Chief Operating Officer
Hilton H. Howell, Jr.  1993   44  Director, Vice Chairman
Richard L. Boger  1991   59  Director  1991   62  Director
Ray M. Deaver  2002   65  Director  2002   68  Director
T. L. Elder  2003   67  Director  2003   70  Director
Zell B. Miller  2005   74  Director  2005   77  Director
Howell W. Newton  1991   59  Director  1991   62  Director
Hugh E. Norton  1987   73  Director  1987   76  Director
Harriett J. Robinson  1997   75  Director  1997   78  Director
Hilton H. Howell, Jr.has been Gray’s Vice Chairman since September 2002 and its Chief Executive Officer since August 2008. Prior to that, he was Gray’s Executive Vice President from September 2000 until August 2008. He is a member of Gray’s Executive Committee. He has served as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, since 1995. He has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1991 and Vice Chairman of Bankers Fidelity Life Insurance Company since 1992. He has been Chairman of the Board of Directors of Triple

5

Crown Media, Inc. (“TCM”) since 2005. Mr. Howell also serves as a director of the following companies: Atlantic American Corporation, Bankers Fidelity Life Insurance Company, Delta Life Insurance Company, Delta Fire and Casualty Insurance Company, American Southern Insurance Company and American Safety Insurance Company. He is the son-in-law of Mr. J. Mack Robinson and Mrs. Harriett J. Robinson, both members of Gray’s Board of Directors.
William E. Mayher, IIIis a member of the Executive Committee, the Audit Committee, the Management Personnel Committee and the 2002 Long Term Incentive Plan Committee of Gray’s Board of Directors and has served as Chairman of Gray’s Board of Directors since August 1993. Dr. Mayher was a neurosurgeon in Albany, Georgia from 1970 to 1998. Dr. Mayher is the Chairman of the Medical College of Georgia Foundation and a past member of the Board of Directors of the American Association of Neurological Surgeons. He also serves as a director of Palmyra Medical Centers and Chairman of the Albany Dougherty County Airport Commission.
     J. Mack Robinsonhas beenwas Gray’s Chairman and Chief Executive Officer sincefrom September 2002.2002 until August 2008. Prior to that, he was Gray’s President and Chief Executive Officer from 1996 through September 2002. He is the Chairman of the Executive CommitteeEmeritus of Gray’s Board of Directors. Mr. Robinson has served as Chairman Emeritus of Triple Crown Media, Inc.TCM since December 30, 2005, and previously served as Chairman of the Board of Bull Run Corporation, from 1994 through its 2005 merger with Triple Crown Media, Inc., Chairman of the Board and President of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1958 President of Atlantic American Corporation, an insurance holding company, from 1988 until 1995 and Chairman of the Board of Atlantic American Corporation, an insurance holding company, since 1974. Mr. Robinson also serves as a director of the following companies: Bankers Fidelity Life Insurance Company, American Independent Life Insurance Company, Georgia Casualty & Surety Company, American Southern Insurance Company and American Safety Insurance Company. He is a directoremeritusof Wachovia Corporation. Mr. Robinson is the husband of Mrs. Harriett J. Robinson and the father-in-law of Mr. Hilton H. Howell, Jr., both members of Gray’s Board of Directors.
     Robert S. Prather, Jr.has served as Gray’s President and Chief Operating Officer since September 2002. Prior to that, he served as Gray’s Executive Vice President-Acquisitions from 1996 through September 2002. He is a member of the Executive Committee of Gray’s Board of Directors. He has served as Chairman of Triple Crown Media, Inc. since December 30, 2005 and was previously

3

President and Chief Executive Officer and a director of Bull Run Corporation, from 1992 through its 2005 merger with Triple Crown Media, Inc.TCM since 2005. He serves as an advisory director of Swiss Army Brands, Inc. and serves on the Board of Trustees of the Georgia World Congress Center Authority and also serves as a member of the Board of Directors for Gabelli Asset Management and Victory Ventures, Inc.
     Hilton H. Howell, Jr.has been Gray’s Vice Chairman since September 2002. Prior to that, he was Gray’s Executive Vice President since September 2000. He is a member of Gray’s Executive Committee. He has served as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, since 1995 and Executive Vice President from 1992 to 1995. He has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1991, and Vice Chairman of Bankers Fidelity Life Insurance Company and Georgia Casualty & Surety Company since 1992. He has been a director of Triple Crown Media, Inc. since December 30, 2005 and was previously a director, Vice President and Secretary of Bull Run Corporation from 1994 through its 2005 merger with Triple Crown Media, Inc. Mr. Howell also serves as a director of the following companies: Atlantic American Corporation, Bankers Fidelity Life Insurance Company, Delta Life Insurance Company, Delta Fire and Casualty Insurance Company, Georgia Casualty & Surety Company, American Southern Insurance Company, American Safety Insurance Company, Association Casualty Insurance Company and Association Risk Management General Agency. He is the son-in-law of Mr. J. Mack Robinson and Mrs. Harriett J. Robinson, both members of Gray’s Board of Directors.
William E. Mayher, IIIis a member of the Executive Committee, the Audit Committee, the Management Personnel Committee, the 2002 Long Term Incentive Plan Committee, the Director Restricted Stock Plan Committee and the Employee Stock Purchase Plan Committee of Gray’s Board of Directors and has served as Chairman of Gray’s Board of Directors since August 1993. Dr. Mayher was a neurosurgeon in Albany, Georgia from 1970 to 1998. Dr. Mayher is immediate past Chairman of the Medical College of Georgia Foundation and a past member of the Board of Directors of the American Association of Neurological Surgeons. He also serves as a director of Palmyra Medical Centers.
Richard L. Bogeris a member of the Audit Committee of Gray’s Board of Directors. Mr. Boger has been President and Chief Executive Officer of Lex-Tek International, Inc., an insurance software company, since February 2002 and was previously President and Chief Executive Officer of Export Insurance Services, Inc., an insurance brokerage and agency.2002. Since July 2003, he has also served as business manager for Owen Holdings, LLLP, a Georgia Limited Liability Limited Partnership andPartnership; since July 2004, has served as General Partner of Shawnee Meadow Holdings, LLLP, a Georgia Limited Liability Limited Partnership; and since March 2006 has served as business manager for Heathland Holdings, LLLP, a Georgia Limited Liability Limited Partnership. Mr. Boger hasHe also beenserves as a directormember of CornerCapthe Board of Trustees of Corner Cap Group of Funds, a “Series” investment company since prior to 1992.series mutual fund.
     Ray M. Deaveris Chairman of the Management Personnel Committee of Gray’s Board of Directors and a member of the 2002 Long Term Incentive Plan Committee the Director Restricted Stock Plan Committee and the Employee Stock Purchase Plan Committee.of Gray’s Board of Directors. Prior to his appointment to Gray’s Board of Directors, Mr. Deaver served as Gray’s Regional Vice President-Texas from October 1999 until his retirement on December 31,in 2001. He was the President and General Manager of KWTX Broadcasting Company and President of Brazos Broadcasting Company from November 1997 until their acquisition by Gray in October 1999. Prior to 1995, he was Vice President of KWTX Broadcasting Company and Brazos Broadcasting Company.

6

     T.L. (Gene) Elderis a member the Audit Committee of Gray’s Audit Committee.Board of Directors. Until May 2003, Mr. Elder was a partner of Tatum, CFO Partners, LLP,LLC, a national firm of career chief financial officers, and since 2004 has been a Senior Partner of that firm.

4

     Zell B. Milleris a member of the Management Personnel Committee and the Director Restricted Stock2002 Long Term Incentive Plan Committee and the Employee Stock Purchase Plan Committee.of Gray’s Board of Directors. He was U.S. Senator from Georgia from July 2000 until his retirement December 31,in 2004. Prior to that time he was Governor of the State of Georgia from 1991-19991991 until 1999 and Lieutenant Governor from 1975-1991.1975 until 1991. He is an honorary member of the Board of Directors of United Community Banks in Blairsville, Georgia.
     Howell W. Newtonis Chairman of the Audit Committee of Gray’s Board of Directors. Since 1978, Mr. Newton has been President and Treasurer of Trio Manufacturing Co., a textile manufacturing company, since 1978.real estate and investment company.
     Hugh E. Nortonis Chairman of the 2002 Long Term Incentive Plan Committee and is a member of the Management Personnel Committee the Director Restricted Stock Plan Committee and the Employee Stock Purchase Plan Committee of Gray’s Board of Directors. Mr. Norton ishas been President of Norco, Inc., an insurance agency, fromsince 1973 and also is a real estate developer in Destin, Florida.
     Harriett J. Robinsonhas been a director of Atlantic American Corporation since 1989. Mrs. Robinson has also been a director of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1967. Mrs. Robinson is the wife of Mr. J. Mack Robinson and the mother-in-law of Mr. Hilton H. Howell, Jr., both members of Gray’s Board of Directors.
OTHER MATTERS
     Our Board of Directors knows of no other matters to be brought before the 2006 Annual Meeting. However, if any other matters are properly brought before the 2006 Annual Meeting, it is the intention of the named proxies in the accompanying proxy to vote in accordance with their judgment on such matters.
CORPORATE GOVERNANCE
     Gray isWe are in compliance with the New York Stock Exchange (the “NYSE”) corporate governance rules, which were adopted in connection with the Sarbanes-Oxley Act of 2002. The Company hasWe have adopted a Code of Ethics that applies to all of itsour directors, executive officers and employees. If any waiver of this Code is granted, the waiver will be disclosed in a Securities and Exchange Commission (the “SEC”) filing on Form 8-K. Our Code of Ethics and the written charters of our Audit Committee and our Management Personnel Committee, actingwhich acts as our Nominating and Corporate Governance Committee and Compensation Committee under separate charters, as well as our Corporate Governance Principles, are available onunder the heading “Governance Documents” in the “Corporate Governance” section of our website at www.graytvinc.com.www.gray.tv. All such information is also available in print to any shareholder upon request by telephone at (229) 888-9378.(404) 266-8333.
     After considering all applicable regulatory requirements and assessing the materiality of each director’s relationship with the Company,us, our Board of Directors has affirmatively determined that all of our directors are independent within the meaning ofin accordance with Sections 303A.02(a) and (b) of the NYSE listing standards and the standards set forth in the Internal Revenue Code (“IRC”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except forfor: Mr. Robinson, due to his status as an executive officer,family relationships with Mrs. Robinson and Mr. Howell; Mr. Prather, due to his status as an executive officer,officer; Mr. Howell, due to his status as an executive officer,officer; and Mrs. Robinson, due to her family relationships with Mr. Robinson and Mr. Howell. Consequently, our Board of Directors has determined that seven of Gray’sour eleven directors are independent within the meaning ofin accordance with the listing standards of the NYSE.NYSE and the standards set forth in the IRC and the Exchange Act.

5

     Gray encourages shareholderinterested party communication with its Board of Directors. Any shareholderinterested party who wishes to communicate with the Board of Directors or with any particular director, including

7

any independent director, may send a letter to theour Secretary, of the Corporation at Gray Television, Inc., Robert A. Beizer, Secretary, 1750 K Street, NW, Suite 1200, Washington, DC, 20006.D.C., 20006 which communications will be forwarded to the Board of Directors by the Secretary. Any communication should indicate that you are a Gray shareholderan interested party and clearly specify that such communication is intended to be made to the entire Board of Directors or to one or more particular directors.
     The Board of Directors has adopted a policy that all directors on the Board of Directors are expected to attend annual meetings of the shareholders. All the members of Gray’sour Board of Directors atattended the time of the 20052008 Annual Meeting of Shareholders attended the 2005 Annual Meeting of Shareholders.except Zell B. Miller.
     Gray’sThe Board of Directors held sevenfive meetings during 2005.2008. During 2005,2008, each of the directors attended at least 75%all of the aggregate number of meetings of the board and meetings of all committees of the board on which such directors served.
     TheIn accordance with Section 303A.03 of the NYSE listing standards, the independent non-management Directorsdirectors met fourin executive session five times during 20052008 (after every scheduled meeting). As Dr. Mayher is the Chairman of the full Board, he also serves as Chairman of the executive sessions. With respect to potential transactions with related parties required to be disclosed pursuant to Item 404 (a) of Regulation S-K of the Securities and Exchange Commission (“SEC”), the Audit Committee must review and approve such transactions in advance after full disclosure of the nature and extent of the related party’s interest in any such transaction.
BOARD COMMITTEES AND MEMBERSHIP
     Gray’sOur Board of Directors has an Executive Committee. The Executive Committee has and may exercise all of the lawful authority of the full Board of Directors in the management and direction of theour affairs, of Gray, except as otherwise provided by law or as otherwise directed by Gray’sthe Board of Directors. All actions by the Executive Committee are subject to revision and alteration by Gray’sthe Board of Directors, provided that no rights of third parties shall be affected by any such revision or alteration. The Executive Committee held one meeting in 2005.did not meet during 2008. The members of the Executive Committee are Messrs. Howell, Mayher Prather(as Chairman) and Robinson.Prather.
     Gray’sOur Board of Directors has an Audit Committee, the purpose of which is to review and evaluate the results and scope of the audit and other services provided by Gray’sour independent registered public accounting firm, as well as Gray’sour accounting policies and system of internal accounting controls, and to review and approve any transactions between Grayus and itsour directors, officers or significant shareholders. The Audit Committee is governed by a written Audit Committee Charter, which was approved and adopted in its current form by the Board of Directors in February of 2004 was attached as an appendix to Gray’s 2004 Proxy Statement, and can be found on Gray’sour corporate website at www.graytvinc.com.www.gray.tv. The Audit Committee held fivefour meetings during 2005.2008. The members of the Audit Committee are Messrs. Boger, Elder, Mayher and Newton.Newton (as Chairman). The Board of Directors has affirmatively determined that T.L. (Gene) Elder is an “audit committee financial expert” as that term is defined under applicable SEC rules. The Board of Directors has determined that all members of the Audit Committee are independent in accordance with NYSE and the SEC rules governing audit committee member independence. The report of the Audit Committee is set forth in this Proxy Statement under the heading “Report of Audit Committee.”

6

     Gray’sOur Board of Directors has a Management Personnel Committee that functions as both the purposeCompensation Committee and the Nomination and Corporate Governance Committee. The Management Personnel Committee has adopted separate written charters to govern its activities as the Compensation

8

Committee and the Nominating and Corporate Governance Committee, respectively, current copies of which is to makeare available on our corporate website atwww.gray.tv. As the Compensation Committee, the Management Personnel Committee makes recommendations with respect to executive salaries, bonuses and compensation. As such, the Management Personnel Committee also serves as Gray’s Compensation Committee. The Management Personnel Committee held one meetingthree meetings in 2005,2008, during which meetings it performed the functions of both the Compensation Committee and itsNominating and Corporate Governance Committees. Its members are Messrs. Deaver (as Chairman), Mayher, Miller and Norton. The Board of Directors has affirmatively determined that all members of the Management Personnel Committee are independent in accordance with NYSE, SEC and IRC rules governing independence. The report of the Management Personnel Committee is set forth in this Proxy Statement under the heading “Report of Management Personnel Committee.”
     In making its determinations with respect to executive compensation, the Management Personnel Committee has not historically engaged the services of a compensation consultant. However, the Management Personnel Committee has the authority to retain any outside advisors who it deems necessary in order to assist the committee in carrying out its responsibilities.
     In addition to acting as Gray’sour Compensation Committee, the Management Personnel Committee also acts as Gray’sour Nominating and Corporate Governance Committee. The Management Personnel Committee has adopted written charters to govern its activities as the Compensation Committee and the Nominating and Corporate Governance Committee, respectively, copies of which are available on Gray’s corporate website at www.graytvinc.com. In this function, the committee assists the Board of Directors in fulfilling its responsibilities to shareholders by identifying and screening individuals qualified to become our directors, of Gray, recommending candidates to the Board of Directors for all directorships, evaluating the set of corporate governance principles and guidelines applicable to Grayus that the Board of Directors has adopted, and overseeing the evaluation of the Board of Directors and management. In recommending candidates to the Board of Directors for nomination as directors, the Management Personnel Committee considers such factors as it deems appropriate, consistent with its charter, including but not limited to judgment, skills, diversity, integrity and experience. The committee does not assign a particular weight to these individual factors. Rather, the committee looks for a unit of factors that, when considered along with the experience and credentials of the other candidates and existing directors, will provide shareholders with a diverse and experienced Board of Directors. Historically, Gray haswe have not used a recruiting firm to assist with this process.
     The Management Personnel Committee will consider recommendations for director nominees submitted by shareholders. The Management Personnel Committee’s evaluation of candidates recommended by Gray Shareholdersour shareholders does not differ materially from its evaluation of candidates recommended from other sources. Shareholders wishing to recommend director candidates for consideration by the Management Personnel Committee may do so by writing to theour Secretary, of Gray, giving the candidate’s name, biographical data, qualifications and qualifications.all other information that is required to be disclosed under the applicable rules and regulations of the SEC. The foregoing information should be forwarded to the Nominating and Corporate Governance Committee, c/o Robert A. Beizer, Secretary, 1750 K Street, NW, Suite 1200, Washington, DC,D.C., 20006.
     Gray’sOur Board of Directors has a 20022007 Long Term Incentive Plan Committee, the purpose of which is to make recommendations concerning grants of stock options, awards and grants under the 20022007 Long Term Incentive Plan, the Gray Television, Inc. Directors’ Restricted Stock Plan (the “Directors’ Restricted Stock Plan”) and the Employee Stock Purchase PlanESPP and is the Committeecommittee designated to administer the Employee Stock Purchase Plan.ESPP. The 20022007 Long Term Incentive Plan Committee held two meetings in 2005,2008, and its members are Messrs. Deaver, Mayher, Miller and Norton.Norton (as Chairman) all of which are “non-employee directors” under applicable SEC rules.

79

Summary of Committee Memberships.
Audit CommitteeManagement Personnel Committee
Howell W. Newton as ChairmanRay M. Deaver as Chairman
Richard L. BogerWilliam E. Mayher, III
T. L. ElderZell B. Miller
William E. Mayher, IIIHugh E. Norton
2007 Long Term Incentive Plan CommitteeExecutive Committee
Hugh E. Norton as ChairmanWilliam E. Mayher, III as Chairman
Ray M. DeaverHilton H. Howell, Jr.
William E. Mayher, IIIRobert S. Prather, Jr.
Zell B. Miller
BENEFICIAL SHARE OWNERSHIP
     The following table sets forth certain information regarding the beneficial ownership of the Class A Common Stockcommon stock and the Common Stockcommon stock as of March 23, 2006April 6, 2009 by (i) any person who is known to us to be the beneficial owner of more than five percent of the Class A Common Stockcommon stock or the Common Stock,common stock, (ii) all directors, (iii) all executive officers named in the Summary“Summary Compensation TableTable” herein and (iv) all directors and executive officers as a group. For purposes of this table, a person is deemed to be a beneficial owner of a security if he or she has or shares the power to vote or to direct the voting of such security, or the power to dispose or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any securities that such person has the right to acquire beneficial ownership of within 60 days. Except as otherwise indicated, the persons named in the Summary Compensation Table hereintable below have sole voting and investment power with respect to all shares shown as a group. Warrants and optionsbeneficially owned by them. The information as to acquirebeneficial ownership has been furnished by the respective persons listed in the following table. The percentages of each class are based on 5,753,020 shares of Class A Common Stock or the Common Stock included in the amounts listed below are currently exercisable or will becommon stock and 42,850,019 shares of common stock outstanding as of April 6, 2009. Shares underlying outstanding stock options exercisable within 60 days after March 23, 2006.of such date are deemed to be outstanding for purposes of calculating the percentage owned by such holder.

10

                     
                  Combined
                  Voting
  Class A         Percent of
  Common Stock Common Stock Common
  Beneficially Owned Beneficially Owned and Class A
  (GTN.A) (GTN) Common
Name Shares Percent Shares Percent Stock
Robert A. Beizer  —   *   16,181   *   * 
Richard L. Boger  3,736   *   44,941   *   * 
Ray M. Deaver  —   *   327,696   *   * 
T. L. Elder  2,000   *   21,000   *   * 
Hilton H. Howell, Jr. (1) (2)  681,550   11.8%  461,283   1.1%  7.2%
William E. Mayher, III  13,500   *   139,750   *   * 
Zell B. Miller  —   *   20,500   *   * 
Howell W. Newton  2,625   *   25,225   *   * 
Hugh E. Norton  13,500   *   39,750   *   * 
Robert S. Prather, Jr. (3)  76,873   1.3%  405,920   *   1.2%
Harriett J. Robinson (2) (4) (5)  3,656,617   63.6%  1,712,693   4.0%  38.1%
J. Mack Robinson (2) (5) (6)  3,656,617   63.6%  1,712,693   4.0%  38.1%
James C. Ryan (3)  —   *   48,354   *   * 
George H. Nader (7)  359,998   6.3%  —   *   3.6%
Mario J. Gabelli (8)  238,275   4.1%  3,409,749   8.0%  5.8%
Dimensional Fund Advisors LP (9)  —   *   3,203,916   7.5%  3.2%
FMR LLC (10)  —   *   3,478,397   8.1%  3.5%
Amalgamated Gadget, L.P. (11)  —   *   2,860,956   6.7%  2.9%
Highland Capital Management L.P. (12)  —   *   5,859,486   13.7%  5.8%
All directors and executive officers as a group (13) (13 persons)  3,894,796   67.6%  3,009,423   7.0%  41.6%
                     
                  Combined
                  Voting
  Class A         Percent of
  Common Stock Common Stock Common
  Beneficially Owned Beneficially Owned and Class A
  (GTN.A) (GTN) Common
Name Shares Percent Shares Percent Stock
Robert A. Beizer (1)  -0-   *   48,976   *   * 
Richard L. Boger  3,736   *   19,931   *   * 
Ray M. Deaver  -0-   *   317,696   *   * 
T. L. Elder  2,000   *   11,000   *   * 
Hilton H. Howell, Jr. (2) (3)  712,050   12.3%  507,276   1.2%  7.5%
William E. Mayher, III  13,500   *   29,750   *   * 
Zell B. Miller  -0-   *   10,500   *   * 
Howell W. Newton  2,625   *   13,500   *   * 
Hugh E. Norton  13,500   *   29,750   *   * 
Robert S. Prather, Jr. (4)  251,174   4.4%  563,665   1.3%  3.0%
Harriett J. Robinson (3) (5) (6)  3,210,870   52.3%  873,517   2.0%  31.4%
J. Mack Robinson (3) (6) (7)  3,210,870   52.3%  873,517   2.0%  31.4%
James C. Ryan (1)  -0-   *   108,037   *   * 
Jackson S. Cowart, IV  356   *   33,954   *   * 
Mario J. Gabelli (8)  -0-   *   4,501,179   10.5%  4.5%
Dimensional Fund Advisors Inc. (9)  -0-   *   3,585,800   8.3%  3.6%
Columbia Wanger Asset Management, L.P. (10)  -0-   *   2,167,000   5.0%  2.2%
Wellington Management Company, L.L.P. (11)  -0-   *   3,390,200   7.9%  3.4%
Olstein & Associates, L.P. (12)  -0-   *   3,047,800   7.1%  3.0%
George H. Nader (13)  359,998   6.3%  -0-   *   3.6%
All directors and named executive officers as a group (14 persons)  3,547,506   57.7%  2,466,552   5.5%  35.7%
* Less than 1%.
(1)Includes options to purchase the Common Stock, as follows: Mr. Beizer — 35,721 shares of the Common Stock and Mr. Ryan — 100,013 shares of Common Stock.
 
(2)(1) Includes 59,075 shares of the Class A Common Stockcommon stock owned by Mr. Howell’s wife directly and as trustee for her children, as to which shares he disclaims beneficial ownership. Also includes options to purchase 139,103102,870 shares of Common Stock. Mr. Howell’s address is 4370 Peachtree Road, NE, Atlanta, Georgia 30319.common stock.
 
(3)(2) Includes as to Messrs. Robinson and Howell and Mrs. Robinson, an aggregate of 545,605555,605 shares of the Class A Common Stockcommon stock and 173,000151,000 shares of the Common Stockcommon stock owned by certain companies of which Mr. Howell is an officer and a director, Mr. Robinson is an officer, director and a principal or sole shareholder and Mrs. Robinson is a

8

director.
 
(3) director. Also includes warrantsIncludes options to purchase 37,500 shares of the Class A Common Stock owned by one of these companies.common stock, as follows: Mr. Ryan — 35,719 shares; and Mr. Prather — 142,875 shares.
 
(4) Includes 225Includes: (a) an aggregate of 976,676 shares of the Class A Common Stockcommon stock and 200848,350 shares of the Common Stock owned by Mr. Prather’s wife, as to which shares he disclaims beneficial ownership. Includescommon stock, options to purchase 10,803142,875 shares of the common stock owned by Mrs. Robinson’s husband and (b) 1,189,180 shares of the Class A Common Stock and options to purchase 449,199common stock, 109,750 shares of the Common Stock.
(5)Includes: (a) an aggregate of 494,875 shares of the Class A Common Stock and 123,211 shares of the Common Stock, options to purchase 11,570 shares of the Class A Common Stock, options to purchase 448,056 shares of the Common Stock and warrants to purchase 75,000 shares of the Class A Common Stock owned by Mrs. Robinson’s husband; (b) warrants to purchase 112,500 shares of the Class A Common Stock; and (c) 1,062,380 shares of the Class A Common Stock, 43,750 shares of the Common Stock and warrants to purchase 150,000 shares of the Class A Common Stockcommon stock owned by Mrs. Robinson, as trustee for her daughters. Mrs. Robinson disclaims beneficial ownership of all such securities. Mrs. Robinson’s address is 4370 Peachtree Road NE, Atlanta, Georgia 30319.
 
(6)(5) Includes as to Mr. Robinson and Mrs. Robinson, an aggregate of 101,200130,300 shares of the Class A Common Stockcommon stock and 100,000 shares of the common stock owned by Gulf Capital Services, Ltd.

11

(7)(6) Includes: (a) options to purchase 11,570 shares of Class A Common Stock and options to purchase 448,056142,875 shares of the Common Stock;common stock and (b) warrants to purchase 75,0001,994,036 shares of the Class A Common Stock held by Mr. Robinson;common stock and (c) 1,682,620464,950 shares of the Class A Common Stock and 129,250 shares of the Common Stockcommon stock owned by Mr. Robinson’s wife directly and as trustee for their daughters, warrants to purchase 262,500 shares of the Class A Common Stock held by Mr. Robinson’s wife directly and as trustee for their daughters. Mr. Robinson disclaims beneficial ownership of all such securities.
(7)Mr. Robinson’sNader’s address is 4370 Peachtree Road NE, Atlanta,P.O. Box 271, West Point, Georgia 30319.31833.
 
(8) This information was furnished to Grayis based solely on Gray’s review of a Schedule 13D/A filed with the SEC by Gabelli Funds, Inc. and also by Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer. The Schedule 13D/A reports the beneficial ownership of the Common Stock as follows: Gabelli Funds, LLC —1,665,515 shares; GAMCO Investors, Inc. — 2,769,494 shares, Gabelli Securities, Inc. — 21,170, Gabelli Advisers, Inc. —25,000 shares and MJG Associates, Inc. — 20,000. The address of Mr. Gabelli and Gabelli Funds, Inc. is One Corporate Center, Rye, New York 10580.
 
(9) This information was furnished to Grayis based solely on Gray’s review of a Schedule 13G13G/A filed with the SEC by Dimensional Fund Advisors Inc.LP. The address of Dimensional Fund Advisors Inc.L.P. is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.Palisades West, Building One, 6300 Bee Cove Road, Austin, Texas 78746.
 
(10) This information was furnished to Grayis based solely on Gray’s review of a Schedule 13G filed with the SEC by Columbia Wanger Asset Management, L.P.FMR LLC and also by Edward C. Johnson 3rd and various entities which he directly or indirectly controls. The address of Columbia Wanger Asset Management, L.P.FMR LLC is 227 West Monroe82 Devonshire Street, Suite 3000, Chicago Illinois 60606.Boston, Massachusetts 02109.
 
(11) This information was furnished to Grayis based solely on Gray’s review of a Schedule 13G13G/A filed with the SEC by Wellington Management Company, L.L.P.Amalgamated Gadget, L.P. The shares were purchased by Amalgamated Gadget, L.P. for and on behalf of R2 Investments, LDC. The address of Wellington Management Company, L.L.P.Amalgamated Gadget, L.P. is 75 State301 Commerce Street, , Boston, Massachusetts 02109.Suite 3200, Fort Worth, Texas 76102.
 
(12) This information was furnished to Grayis based solely on Gray’s review of a Schedule 13G13G/A filed with the SEC by Olstein & Associates,Highland Capital Management, L.P. and also by Mr. James D. Dondero and various entities which he directly or indirectly controls. The address of Olstein & Associates,Highland Capital Management, L.P. is 4 ManhattanvilleTwo Galleria Tower, 13455 Noel Road, Purchase, New York 10577.Suite 800, Dallas, Texas 75240.
 
(13) Mr. Nader’s addressThe addresses for each of the directors and named executive officers is P.O. Box 271, West Point,4370 Peachtree Road NE, Atlanta, Georgia 31833.30319.

912

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Management Personnel Committee.
     The Management Personnel Committee of the Board of Directors serves as our Compensation Committee and administers our executive compensation program and has the overall responsibility for approving and evaluating director and officer compensation plans, policies and programs. The Management Personnel Committee, in its capacity as the Compensation Committee, approves the compensation of each of our executive officers and all television station General Managers and establishes the compensation of our Board of Directors. The Management Personnel Committee consists of four members of our Board of Directors, Messrs. Deaver, Mayher, Miller and Norton. The Board of Directors has affirmatively determined that all members of the Management Personnel Committee are independent in accordance with NYSE, SEC and IRC rules governing independence.
Compensation Philosophy and Policy.
     Generally, we strive to establish compensation practices and provide compensation opportunities that attract, retain and reward our executives and strengthen the mutuality of interests between our executives and our shareholders in order to motivate them to maximize shareholder value. We believe that the most effective executive compensation program is one that is conservative, yet competitive, and which aligns long-term compensation to the creation of shareholder value.
     The goals of our executive compensation program for 2008 were to retain, motivate and reward our executive officers. To achieve such goals, we relied primarily on salaries and other compensation for each of our executive officers. The Management Personnel Committee’s policy for determining an executive’s salary, bonus and stock option grants was based on the position and responsibility of such executive, his impact on the operations and profitability of Gray and the knowledge and experience of such executive.
     Under current policy, our Chief Executive Officer, with input from our President and Chief Operating Officer, recommends the annual compensation level, including bonuses, for all officers (including himself) of Gray and its subsidiaries to the Management Personnel Committee for its review and approval. Once the Management Personnel Committee has completed its review, has made any adjustments to the recommended compensation it deems appropriate and has approved the annual compensation levels for our officers, it reports to the Board of Directors.
Elements of the Company’s Compensation Program.
     Our compensation program for our named executive officers is designed to provide our executive officers with a combination of cash (guaranteed and incentive-based) and equity-based compensation to align the officers’ interests with the shareholders. The executive compensation program primarily consists of the following elements:
•base salary;
•cash bonuses; and
•long-term incentive compensation including incentive stock options and other equity-based awards.

13

     The Management Personnel Committee has not established a policy for allocating between the different forms of compensation. Instead, the Management Personnel Committee strives to achieve an appropriate mix between the different forms of compensation in order to (i) motivate the named executive officers to deliver superior performance in the short-term by providing competitive base salaries and annual incentive cash bonuses, (ii) align the interests of the named executive officers with the long-term interests of the shareholders through the grant of equity-based compensation and (iii) provide an overall compensation package that promotes executive retention.
Process for Establishing Executive Compensation.
     We do not have employment agreements with any of the named executive officers to form the primary basis for these officers’ compensation.
     Our Chief Executive Officer, with input from our President and Chief Operating Officer, annually reviews the performance of each of the other named executive officers and makes recommendations to the Management Personnel Committee regarding compensation for the other named executive officers. Based upon the recommendations made by the Chief Executive Officer, the Management Personnel Committee then determines the amount of compensation for all named executive officers.
     Although we believe that the compensation structure is similar to that of other comparable companies, we did not specifically compare such structure with that of other companies with respect to 2008 compensation. Rather, the Management Personnel Committee compared salaries and bonuses of our executive officers for the last five years, compared stock price performance, compared history of accomplishments in 2008, compared net operating profit and operating profit margins and arrived at what it considered adequate and competitive compensation.
     In determining whether to grant annual cash bonuses, incentive stock options, or other awards, the Management Personnel Committee considers each named executive officer’s performance and contribution to our profits and business plan objectives. When measuring an executive officer’s individual contribution and performance, the Management Personnel Committee examines these factors, as well as qualitative factors that necessarily involve a subjective judgment by the Management Personnel Committee. In making such subjective determination, the Management Personnel Committee does not base its determination on any single performance factor nor does it assign relative weights to factors, but considers a mix of factors, including evaluations of superiors, and evaluates an individual’s performance against such mix in absolute terms in relation to other executive officers at Gray.
     Compensation for our Chief Executive Officer and our President and Chief Operating Officer is established in the same manner as our other executive officers. The Management Personnel Committee considers suggestions as to such compensation made by those individuals along with the Management Personnel Committee’s goals of providing a compensation program that is equitable in a competitive marketplace, encourages achievement of strategic objectives and creation of shareholder value, and recognizes and rewards individual achievements. These factors are considered as a group, without particular weight given any single factor, and are necessarily subjective in nature.

14

     The following discussion of executive compensation includes information about our named executive officers who are listed in the following table:
       
  Exec.    
  Officer    
Name Since Age Position
Hilton H. Howell, Jr. 2000 47 Vice Chairman and Chief Executive Officer
J. Mack Robinson 1996 85 Chairman Emeritus
Robert S. Prather, Jr. 1996 64 President and Chief Operating Officer
James C. Ryan 1998 48 Senior Vice President and Chief Financial Officer
Robert A. Beizer 1996 69 Vice President for Law and Development and Secretary
Base Salary.
     The annual base salary component of our executive compensation program provides each named executive officer with a fixed minimum amount of annual cash compensation. Salaries for the named executive officers are generally subject to annual review and adjustment by the Management Personnel Committee. Adjustments are considered and made by taking into account adjustments suggested by our Chief Executive Officer and our President and Chief Operating Officer and by weighing those suggestions against past base salaries and other subjective criteria, such as an individual’s past and expected performance and contributions to our business and other factors discussed above.
     The following table sets forth the 2008 base salaries paid by us to each of our named executive officers:
     
Name Salary
Hilton H. Howell, Jr. (1) $250,000 
J. Mack Robinson $400,000 
Robert S. Prather, Jr. $950,000 
James C. Ryan $350,000 
Robert A. Beizer $320,000 
(1)Mr. Howell’s annual base salary was $125,000 from January 1, 2008 until August 2008 when he became Gray’s Chief Executive Officer and his annual base salary was increased to $250,000.
Cash Bonus.
     Historically, we have provided cash bonus awards to certain of our senior employees, including all of the named executive officers. The cash bonuses serve as an annual short-term incentive program designed to recognize and reward employees who make significant contributions towards achieving the annual business plan.
     Cash bonuses are contingent upon operating results and the achievement of certain financial performance objectives. An executive’s annual bonus is based on a percentage of his annual base salary. These considerations are subjective in nature and the Management Personnel Committee does not assign

15

relative weights thereto. Whether or not a bonus is in fact earned by an executive is linked to the attainment, by us as a whole or for the business unit in which such executive has operating responsibility, of predetermined operating profit targets based on budgeted operating revenues (which is an objective analysis) and the individual’s contribution to us or the business unit (which is a subjective analysis).
     Except for the named executive officers, substantially all current employees are eligible for annual cash bonuses if certain performance targets, set by management, are met. The Management Personnel Committee meets during the first quarter of each year once adequate financial and other performance data from the prior fiscal year becomes available for review and determines the amount of bonuses for the named executive officers. We pay the bonuses in the first quarter. The employee has to be employed by us on the date of payment in order to receive payment of the bonus.
     For 2008, we did not pay bonuses to our named executive officers due to the general economic downturn which resulted in lower than expected revenues.
Long-Term Incentive Compensation.
     In order to align the interests of our executives and other key management personnel responsible for our growth with the interests of our shareholders, we have established the 2007 Long Term Incentive Plan, which provides for equity-based awards. It is our practice to grant options with an exercise price equal to the closing price of our Class A common stock and/or our common stock on the date of grant. The decision to issue options and other awards begins with our Chief Executive Officer and our President and Chief Operating Officer suggesting that an award is appropriate, and the Management Personnel Committee then considers the suggestion. In 2008, we did issue stock options to the named executive officers under the 2007 Long Term Incentive Plan. The stock options are listed in the “Grants of Plan-Based Awards in 2008” table.
     In deciding whether or not to grant an option to an individual and in determining the number of shares subject to an option so granted, as well as the terms of other incentive awards, the Management Personnel Committee takes into account subjective considerations, including the level of such executive’s position and the individual’s contribution to our objectives.
     Type, vesting and other characteristics of awards within the Management Personnel Committee’s discretion are determined on a case by case basis taking into consideration the suggestion of our Chief Executive Officer and our President and Chief Operating Officer, as well as the subjective criteria discussed above.
Capital Accumulation (401(k)) Plan.
     We currently sponsor the Gray Television, Inc. Capital Accumulation Plan (the “Capital Accumulation Plan”) to encourage eligible employees to defer a part of their current income to provide for their retirement, death or disability under the provisions of Section 401(k) of the IRC. The plan covers all of our employees. Under the Capital Accumulation Plan, participants may elect to make pre-tax savings deferrals from their compensation each year, subject to annual limits on such deferrals imposed by the IRC. We may also, at our discretion, on an annual basis, make a matching contribution with respect to a participant’s elective deferrals and/or may make additional voluntary contributions. For the year ended December 31, 2008, we matched 50% of each employee’s contribution up to 6% of such employee’s gross pay. Participants are immediately vested in their voluntary contributions plus the actual earnings thereon. Employer contributions and earnings thereon become 100% vested after the participant completes three years of service. The only form of benefit payment under the Capital

16

Accumulation Plan is a single lump-sum payment equal to the vested balance in the participant’s account. The vested portion of a participant’s accrued benefit is payable upon such employee’s termination of employment, attainment of age 59 1/2, retirement, total and permanent disability or death. Participants may also make in-service withdrawals from their pre-tax contributions under the plan for certain specified instances of hardship.
Income Deduction Limitations.
     Section 162(m) of the IRC generally sets a limit of $1 million on the amount of compensation that we may deduct for federal income tax purposes in any given year with respect to the compensation of each of the named executive officers. However, certain “performance-based” compensation that complies with the requirements of Section 162(m) is not included in the calculation of the $1 million cap. The Management Personnel Committee has historically had a general policy of structuring performance-based compensation arrangements for its executive officers whose compensation might exceed the $1 million cap in a way that will satisfy Section 162(m)’s conditions for deductibility, to the extent feasible and after taking into account all relevant considerations. However, we also need flexibility to pursue our incentive and retention objectives, even if this means that a portion of executive compensation may not be deductible by us. Accordingly, the Management Personnel Committee may, from time to time, approve elements of compensation for certain officers that are not fully deductible, under appropriate circumstances.
Employee Stock Purchase Plan (“ESPP”).
     We offer an ESPP to eligible employees (including the named executive officers) to provide eligible employees (including the named executive officers) with an opportunity to purchase our common stock through payroll deductions as a means of purchasing our common stock as a long-term investment.
Gray Pension Plan
     The “Pension Benefits in 2008” table describes the general terms of the Gray Television, Inc. Retirement Plan (“Pension Plan”) in which the named executive officers participate, the years of credited service, and the present value of each executive’s accumulated pension benefit, assuming payment begins at age 65, or has already begun for Mr. Robinson (currently age 85). In the event of death before retirement, 50% of the accrued benefit will become payable to the surviving spouse at the time the deceased participant would have reached age 65. If the deceased participant had completed ten or more years of service, the survivor benefit may commence as early as the time the deceased participant would have reached age 55. If the deceased participant would have been eligible for early retirement at the time of death, survivor benefits may commence as soon as practicable. Any benefits that commence before the deceased participant would have reached age 65 will be reduced the same as early retirement benefits would have been reduced. In the event a disability occurs before retirement, the accrued benefit will become payable at age 65. No break in service will occur, and benefits will continue to accrue during disability. In the event of voluntary termination, the vested accrued benefit will become payable at age 65. If the participant had completed ten or more years of service, the benefit may commence as early as age 55. If the participant had completed less than five years of credited service, the accrued benefit is not vested, and no future benefits would be payable from the Pension Plan.

17

EXECUTIVE COMPENSATIONSummary Compensation Table
     The following table sets forth a summary of the compensation of Gray’sour Chief Executive Officer, Chief Financial Officer, and the fourthree other most highly compensated executive officers for the yearyears ended December 31, 2005.2008, 2007 and 2006.
Summary Compensation Table
                 
 Change in    
                         Pension    
 Long Term   Value and    
 Compensation Awards   Nonqualified    
 Securities   Deferred    
 Restricted Underlying   Stock Option Compensation All Other  
Name and Annual Compensation Stock Options All Other Salary Bonus Awards Awards Earnings Compensation Total
Principal Position Year Salary ($) Bonus ($) Awards SARs (#) Compensation ($) Year ($)(2) ($)(3) ($)(4) ($)(5) ($)(6) ($)(7) ($)
J. Mack Robinson, 2005 400,000 -0- -0- 125,000  72,923(1)
Chairman, Chief 2004 350,000 400,000 13,530 50,000  56,920(1)
Hilton H. Howell, Jr. 2008 170,765 — 20,239 15,830 16,321 65,174 288,329 
Vice Chairman, Chief 2007 125,000 100,000 25,730 87,528 8,364 59,405 406,027 
Executive Officer 2003 350,000 250,000 48,750 40,000  36,205(1) 2006 125,000 100,000 18,400 121,477 3,555 54,385 422,817 
and Director (1) 
 
J. Mack Robinson 2008 400,000 — 20,239 237,455 25,698 81,779 765,171 
Chairman Emeritus
 2007 400,000 300,000 25,730 — 23,488 77,014 826,232 
and Director  2006 400,000 300,000 18,400 — 20,095 75,601 814,096 
 
Robert S. Prather, Jr. 2005 768,000 750,000 -0- 125,000  63,422(2) 2008 950,000 — 135,439 395,758 47,056 114,294 1,642,547 
President, 2004 650,000 650,000 13,530 50,000  49,298(2) 2007 900,000 900,000 797,463 — 34,063 106,923 2,738,449 
Chief Operating 2003 450,000 275,000 1,420,750 41,000  35,300(2) 2006 850,000 850,000 612,800 — 24,812 85,496 2,423,108 
Officer and Director  
 
James C. Ryan 2005 275,000 200,000 -0- 31,250  9,046(3) 2008 350,000 — — 59,364 21,842 20,010 451,216 
Senior Vice 2004 250,000 150,000 -0- -0-  5,888(3)
President and 2003 225,000 100,000 -0- 11,250  5,661(3)
Chief Financial Officer 
Robert A. Beizer, 2005 294,000 25,000 -0- -0-  22,324(4)
Senior Vice President 2007 325,000 265,000 — — 12,897 13,470 616,367 
and Chief Financial
 2006 300,000 250,000 — — 7,037 10,806 567,843 
Officer 
 
Robert A. Beizer 2008 320,000 — — — 32,706 28,078 380,784 
Vice President-Law 2004 285,000 25,000 -0- -0-  18,321(4) 2007 315,000 30,000 — — 22,944 24,749 392,693 
and Development 2003 275,000 10,000 -0- 10,500  12,378(4) 2006 305,000 25,000 — — 13,605 24,022 367,627 
Hilton H. Howell, Jr. 2005 125,000 -0- -0- 90,000  37,441(5)
Vice Chairman and 2004 100,000 75,000 13,530 -0-  35,000(5)
Director 2003 100,000 -0- 48,750 -0-  25,500(5)
and Secretary 
 
(1) For 2005, includes term life insurance premiums of $8,034, matching contributions by2008, Mr. Howell’s annual base salary was $125,000 from January 1, 2008 until August 2008 when he became Gray’s 401(k) plan of $7,000, director’s fees of $46,000Chief Executive Officer and payments of $11,889 by Gray’s defined benefit pension plan. For 2004, includes term life insurance premiums of $8,771, matching contributions by Gray’s 401(k) plan of $4,500, director’s fees of $32,200 and payments of $11,449 by Gray’s defined benefit pension plan. For 2003, includes term life insurance premiums of $6,205, matching contributions by Gray’s 401(k) plan of $4,500 and director’s fees of $25,500.his annual base salary was increased to $250,000.
 
(2) For 2005, includes term life insuranceEach of $12,245, long-term disability insurance premium paymentsthe named executive officers contributed a portion of $2,177, matching contributions by Gray’s 401(k) plan of $3,000 and director’s fees of $46,000. For 2004, includes term life insurance of $8,849, long-term disability insurance premium payments of $2,249, matching contributions by Gray’s 401(k) plan of $6,000 and director’s fees of $32,200. For 2003, includes term life insurance of $3,096, long-term disability insurance premium payments of $2,249, matching contributions by Gray’s 401(k) plan of $4,455 and director’s fees of $25,500.his salary to our Capital Accumulation Plan. The disclosed salary amounts are before the named executive officer’s contributions.
 
(3) For 2005, includes matching contributions by Gray to its 401(k) planNo annual cash bonuses were paid for performance in 2008. The annual cash bonus amounts for performance in 2007 were paid in the first quarter of $7,000, term life insurance premiums2008. The annual cash bonus amounts for performance in 2006 were paid in the first quarter of $1,5402007. We accrued these amounts for financial reporting purposes in 2007 and long-term disability insurance premium payments or accruals of $506. For 2004, includes matching contributions by Gray to its 401(k) plan of $4,500, term life insurance premiums of $882 and long-term disability insurance premium payments or accruals of $506. For 2003, includes matching contributions by Gray to its 401(k) plan of $4,500, term life insurance premiums of $655 and long-term disability insurance premium payments or accruals of $506.2006, respectively.
 
(4) For 2005, includes matching contributionsRepresents expense recognized by Grayus in 2008, 2007 and 2006, respectively, for the fair value of restricted stock granted in 2008 as well as prior fiscal years, in accordance with Statement of Financial Accounting Standards No. 123(R), “Share Based Payment” (“SFAS 123(R)”). These amounts reflect our accounting expense for these awards and do not correspond to its 401(k) plan of $7,000, term life insurance premiums of $13,042 and long-term disability insurance premium payments or accruals of $2,282. For 2004, includes matchingthe actual

1018

  contributionsvalue that will be recognized by Graythe named executives. For additional information on the valuation assumptions with respect to its 401(k) plan of $4,500, term life insurance premiums of $11,196the 2007 and long-term disability insurance premium payments or accruals of $2,625. For 2003, includes matching contributions by Gray2006 grants, refer to its 401(k) plan of $4,500, term life insurance premiums of $5,148 and long-term disability insurance premium payments or accruals of $2,730.Note H — Stock Based Compensation to the consolidated audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008.
 
(5) Represents expense recognized by us in 2008, 2007 and 2006, respectively, in accordance with SFAS 123(R), for stock options granted in 2008 as well as prior fiscal years. This amount reflects our accounting expense for the stock options, and does not correspond to the actual value that will be recognized by the executive, which depends solely on the market value of our common stock at the time the options are exercised. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. For additional information on the valuation assumptions with respect to the grants, refer to Note — H Stock Based Compensation to the consolidated audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008.
(6)Represents for 2008, the change in pension value, calculated as the difference between the present value of accumulated benefits at December 31, 2008, and the present value of accumulated benefits at December 31, 2007, adjusted for benefit payments made during the year. Represents for 2007, the change in pension value, calculated as the difference between the present value of accumulated benefits at December 31, 2007, and the present value of accumulated benefits at December 31, 2006, adjusted for benefit payments made during the year. Represents for 2006, the change in pension value, calculated as the difference between the present value of accumulated benefits at December 31, 2006, and the present value of accumulated benefits at December 31, 2005, includes term lifeadjusted for benefit payments made during the year. The present values of accumulated benefits at December 31, 2008, 2007 and 2006 were calculated using the assumptions that were used for the December 31, 2008, 2007 and 2006 financial statement disclosures, which were the 1983 group annuity mortality tables, separately for males and females, and a 5.79%, 6.10% and 6.00% interest discount, respectively. See the “Pension Benefits in 2008” table for additional information, including the present value assumptions used in this calculation.
(7)See the “All Other Compensation Table” below for additional information.

19

All Other Compensation Table
     The following table describes each component of the “All Other Compensation” column in the “Summary Compensation Table.”
                                 
              Company          
      Dividends     Contributions Company        
      Paid on Discounted to Defined Paid     Pension  
      Stock Securities Contribution Insurance Directors’ Plan  
      Awards Purchases Plans Premiums Fees Payments Total
Name Year ($)(1) ($)(2) ($)(3) ($)(4) ($)(5) ($)(6) ($)
Hilton H. Howell, Jr.  2008   1,890   3,825   6,623   2,836   50,000   —   65,174 
   2007   1,920   3,825   5,625   1,035   47,000   —   59,405 
   2006   1,320   2,250   3,125   690   47,000   —   54,385 
                                 
J. Mack Robinson  2008   1,890   —   7,750   9,439   50,000   12,700   81,779 
   2007   1,920   —   7,750   8,034   47,000   12,310   77,014 
   2006   1,320   —   7,500   8,034   47,000   11,747   75,601 
                                 
Robert S. Prather, Jr.  2008   25,290   3,825   3,840   31,339   50,000   —   114,294 
   2007   33,120   3,825   3,557   19,421   47,000   —   106,923 
   2006   18,120   —   2,827   17,549   47,000   —   85,496 
                                 
James C. Ryan  2008   —   —   7,750   12,260   —   —   20,010 
   2007   —   —   7,750   5,720   —   —   13,470 
   2006   —   —   7,500   3,306   —   —   10,806 
                                 
Robert A. Beizer  2008   —   —   5,247   22,831   —       28,078 
   2007   —   —   6,736   18,013   —   —   24,749 
   2006   —   —   6,559   17,463   —   —   24,022 
(1)Represents dividends paid to each named executive officer in 2008, 2007 and 2006, respectively, on all awards of restricted common stock. Messrs. Robinson, Prather and Howell have received grants of restricted common stock in their capacities as directors. Dividends are paid on all shares of restricted stock despite any vesting schedule and in a manner consistent with all other outstanding common shares.
(2)Represents the amount of expense recognized by us, in accordance with SFAS123(R), associated with the ESPP for each named officer in 2008, 2007 and 2006, respectively. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the IRC and to provide our eligible employees with an opportunity to purchase our common stock through payroll deductions. The price per share at which shares of common stock may be purchased under the ESPP during 2008, 2007 and 2006 was 85% of the fair market value of the common stock on the last day of the purchase period.
(3)Represents the amount of expense recognized by us during 2008, 2007 and 2006, respectively, in accordance with SFAS 123(R) for the Capital Accumulation Plan for each named executive officer. The Capital Accumulation Plan provides additional retirement benefits for substantially all employees. The Capital Accumulation Plan is intended to meet the requirements of Section 401(k) of the IRC. The Capital Accumulation Plan allows an investment option in our common stock and Class A common stock. It also allows for a percentage match to be made by a

20

contribution of our common stock. Employee contributions to the Capital Accumulation Plan, up to 6% of the employees’ gross pay, are matched by our contributions. Our percentage match amount is declared by our Board of Directors before the beginning of each plan year and is made by a contribution of our common stock. Our percentage match was 50% during the years ended December 31, 2008, 2007 and 2006. Our matching contributions vest, based upon each employee’s number of years of service, over a period not to exceed five years. In addition to our matching contributions, we authorized voluntary contributions for 2007 and 2006 for active participants in the Capital Accumulation Plan. These voluntary contributions were equal to 1% of each active participant’s earnings for 2007 and 2006. Contributions and vesting for the named executive officers are the same as for all other eligible employees.
(4)Represents insurance premiums of $465, matching contributions by Gray’s 401(k) plan of $4,976paid to each named executive officer. Mr. Howell was compensated $2,836, $1,035 and director’s$690 in 2008, 2007 and 2006, respectively. Mr. Robinson was compensated $9,439, $8,034 and $8,034 in 2008, 2007 and 2006, respectively. Mr. Prather was compensated $31,339, $19,421, and $17,549 in 2008, 2007 and 2006, respectively. Mr. Ryan was compensated $12,260, 5,720 and $3,306, respectively. Mr. Beizer was compensated $22,831, $18,013 and $17,463 in 2008, 2007 and 2006, respectively.
(5)Represents directors fees of $42,000. For 2004, includes term life insurance premiums of $300, matching contributions by Gray’s 401(k) plan of $2,500paid to each named executive officer in 2008, 2007 and director’s fees of $32,200. For 2003, includes director’s fees of $25,500.2006 who is also a director. See the “Director Compensation in 2008” table for additional information.
(6)Represents pension benefits paid to the named executive officer in 2008, 2007 and 2006. See the “Pension Benefits in 2008” table for additional information.

21

Stock Options GrantedGrants of Plan-Based Awards in 20052008
     UnderThe following table provides information about grants of plan-based awards granted to the 2002 Long Term Incentive Plan, which was approved by Gray’s shareholders on September 16, 2002, allnamed executive officers and key employees are eligible forin 2008. Our plan-based awards include grants of stock options and other stock-based awards. At December 31, 2005,restricted stock. During 2008, no incentive or performance-based awards were granted to the totalnamed executive officers. The stock options granted on February 1, 2008 and restricted stock granted on March 12, 2008 were granted in shares of our common stock. There were no grants of Class A common stock options or restricted Class A common stock during 2008. The table below presents the following information with respect to the stock options granted in 2008: (1) the grant date; (2) the number of stock options granted, which consist of stock options granted to Mr. Howell, Mr. Robinson, Mr. Prather and Mr. Ryan; (3) the per share exercise price of the stock options, which reflects the closing price of our common stock on the date of grant; and (4) the grant date fair value of each stock option award computed under SFAS 123(R). The table below presents the following information with respect to the restricted common stock awards granted in 2008: (1) the grant date; (2) the number of shares authorized for issuance for futureof restricted stock granted, which consist of shares granted to Mr. Robinson, Mr. Prather and Mr. Howell; (3) the base price of the restricted stock awards, which reflects the closing price of our common stock on the date of grant; and (4) the grant date fair value of each equity award computed under the 2002 Long Term Incentive Plan was 2,823,947SFAS 123(R).
                     
          All Other      
      All Other Option      
      Stock Awards:     Grant Date
      Awards: Number of Exercise or Fair Value
      Number of Securites Base Price of Stock
      Shares of Underlying of Share and Option
  Grant Stock Options Awards Awards
            Name Date (#) (#) ($/Sh) ($)
Hilton H. Howell, Jr.  2/1/08   —   20,000   7.64   36,000 
   3/12/08   5,000   —   4.94   24,700 
                     
J. Mack Robinson  2/1/08   —   300,000   7.64   540,000 
   3/12/08   5,000   —   4.94   24,700 
                     
Robert S. Prather, Jr.  2/1/08   —   500,000   7.64   900,000 
   3/12/08   5,000   —   4.94   24,700 
                     
James C. Ryan  2/1/08   —   75,000   7.64   135,000 
                     
Robert A. Beizer  —   —   —   —   — 
     The stock options granted on February 1, 2008 vest on February 1, 2010 and expire on February 1, 2013. The restricted stock granted on March 12, 2008 vested 20% on December 31, 2008 and an additional 20% will vest on December 31 of 2009, 2010, 2011 and 2012. Dividends are paid on all shares of restricted stock despite the Common Stock, subject to adjustmentvesting schedule in the event of any change in thea manner consistent with all other outstanding shares of such stock by reason of a stock dividend, stock split, recapitalization, merger, consolidation or other similar changes generally affecting shareholders of Gray.common shares.

22

Outstanding Equity Awards at December 31, 2008
     The 2002 Long Term Incentive Plan is administered by the 2002 Long Term Incentive Plan Committee, which consists of members of the Management Personnel Committee of the Board of Directors who are not eligible for selection as participants under the Plan. The Plan is intended to provide additional incentives and motivation for our employees. The 2002 Long Term Incentive Plan Committee is authorized in its sole discretion to determine the individuals to whom options will be granted, the type and amount of such options and awards and the terms thereof; and to prescribe, amend and rescind rules and regulations relating to the Plans, among other things.     The following table containsprovides information on the stock options granted duringoption awards held by the year endednamed executive officers at December 31, 2005. Options that were granted during 2005 were under2008. This table includes unexercised and unvested stock option awards. Each stock option award is shown separately for each of the 2002 Long Term Incentive Plan and were optionsnamed executive officers. The stock option award exercise prices shown below are rounded to purchase the Common Stock. No stock appreciation rights were granted in 2005.two decimal points.
                         
  Option Awards
          Number of Number of    
          Securities Securities    
          Underlying Underlying    
          Unexercised Unexercised Option  
      Option Options Options Exercise Option
  Class Grant Exercisable Unexercisable Price Expiration
             Name of Stock Date (#) (#) ($) Date
Hilton H. Howell, Jr. Common  09/20/05   102,870   —   9.71   09/20/10 
  Common  02/01/08   —   20,000   7.64   02/01/13 
                         
J. Mack Robinson Common  06/08/05   142,875   —   9.71   06/07/10 
  Common  02/01/08   —   300,000   7.64   02/01/13 
                         
Robert S. Prather, Jr. Common  06/08/05   142,875   —   9.71   06/07/10 
  Common  02/01/08   —   500,000   7.64   02/01/13 
                         
James C. Ryan Common  06/08/05   35,719   —   9.71   06/07/10 
  Common  02/01/08   —   75,000   7.64   02/01/13 
                         
Robert A. Beizer  —   —   —   —   —   — 

1123

     The following table provides information on restricted stock awards held by the named executive officers at December 31, 2008. Each restricted stock award is shown separately for each of the named executive officers. The vesting schedule for each restricted stock award is shown following the stock awards table. The market value of the stock awards is based on our common stock closing market price of $0.40 per share as of December 31, 2008, which was the last trading day of the year.
                 
  Stock Awards
              Market
          Number of Value
          Shares or of Shares
          Units of or Units of
      Stock Stock That Stock That
      Award Have Not Have Not
  Class Grant Vested Vested
             Name of Stock Date (#) ($)
Hilton H. Howell, Jr. Common  01/01/06   2,000   800 
  Common  01/01/07   3,000   1,200 
  Common  03/12/08   4,000   1,600 
                 
J. Mack Robinson Common  01/01/06   2,000   800 
  Common  01/01/07   3,000   1,200 
  Common  03/12/08   4,000   1,600 
                 
Robert S. Prather, Jr. Common  01/01/06   2,000   800 
  Common  01/01/07   3,000   1,200 
  Common  03/12/08   4,000   1,600 
                 
James C. Ryan  —   —   —   — 
                 
Robert A. Beizer  —   —   —   — 
Grant
DateVesting Schedule for Stock Awards
01/01/0620% vests in 2006; 20% vests in 2007; 20% vests in 2008; 20% vests in 2009; 20% vests in 2010
01/01/0720% vests in 2007; 20% vests in 2008; 20% vests in 2009; 20% vests in 2010; 20% vests in 2011
03/12/0820% vests in 2008; 20% vests in 2009; 20% vests in 2010; 20% vests in 2011; 20% vests in 2012
     For additional information about the stock option awards and restricted stock awards, see the description of equity incentive compensation in the “Compensation Discussion and Analysis.”

24

Option Grants In 2005Exercises and Stock Vested in 2008
                         
                  Potential Realizable
  Individual Grants Value at Assumed
  Number of % Of Total         Annual Rates of
  Securities Options         Stock Price
  Underlying Granted To Exercise or     Appreciation for
  Options Employees in Base Price Expiration Option Term (1)
Name Granted 2005 ($/Share) Date 5% ($) 10% ($)
Mr. Robinson  125,000   23.0   11.10   6/7/2010   383,341   847,083 
Mr. Prather  125,000   23.0   11.10   6/7/2010   383,341   847,083 
Mr. Ryan  31,250   5.7   11.10   6/7/2010   95,835   211,771 
Mr. Beizer  -0-   -0-   -0-   -0-   -0-   -0- 
Mr. Howell  90,000   16.5   11.10   9/20/2010   276,005   609,899 
     The following table provides information, for the named executive officers, on the number of shares of stock awards vested in 2008 and the value realized by each before payment of any applicable withholding tax.
                     
      Option Awards Stock Awards
      Number     Number  
      of Shares Value of Shares Value
      Acquired Realized Acquired Realized
  Class on Exercise on Exercise on Vesting on Vesting
             Name of Stock (#) ($) (#) ($)
Hilton H. Howell, Jr.(1) Common  —   —   3,000   1,200 
                     
J. Mack Robinson(2) Common  —   —   3,000   1,200 
                     
Robert S. Prather, Jr.(3) Common  —   —   51,000   65,520 
                     
James C. Ryan  —   —   —   —   — 
                     
Robert A. Beizer  —   —   —   —   — 
 
(1) Amounts reported in these columns represent amounts that may be realized upon exerciseMr. Howell acquired 3,000 shares of options immediately prior tocommon stock having a market value of $0.40 per share on December 31, 2008 when the expirationrestrictions on those shares lapsed.
(2)Mr. Robinson acquired 3,000 shares of their term assumingcommon stock having a market value of $0.40 per share on December 31, 2008 when the specified compounded ratesrestrictions on those shares lapsed.
(3)Mr. Prather acquired 3,000 shares of appreciation (5%common stock having a market value of $0.40 per share on December 31, 2008 when the restrictions on those shares lapsed and 10%)48,000 shares of common stock having a market value of $1.34 per share on the Common Stock over the term of the options. These numbers are calculated based on rules promulgated by the SEC and do not reflect Gray’s estimate of future stock price growth. Actual gains, if any, on stock option exercises and the Common Stock holdings will be dependent on the timing of such exercise and the future performance of the Common Stock. There can be no assurance that the rates of appreciation assumed in this table can be achieved or that the amounts reflected would be received by the option holder.October 6, 2008.

25

Stock Options ExercisedPension Benefits in 2008
     The following table sets forth information about stock options that were exercised during 2005 andon the number of shares andpension benefits for the value of grants outstanding as of December 31, 2005 for each named executive officer.
Aggregated Option Exercises in 2005
and December 31, 2005 Option Values
                             
      Shares     Number of Securities Value of Unexercised
  Class of Acquired Value Underlying Unexercised In-The-Money
  Common On Realized Options at 12/31/05 Options at 12/31/05 ($) (1)
Name Stock Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
Mr. Robinson Class A  -0-   -0-   10,000   -0-   -0-   -0- 
  Common  -0-   -0-   392,000   -0-   -0-   -0- 
Mr. Prather Class A  -0-   -0-   9,337   -0-   -0-   -0- 
  Common  -0-   -0-   393,000   -0-   -0-   -0- 
Mr. Ryan Common  -0-   -0-   87,500   -0-   -0-   -0- 
Mr. Beizer Common  10,500   26,337   40,000   -0-   -0-   -0- 
Mr. Howell Common  -0-   -0-   31,700   90,000   -0-   -0- 
(1)Value is based on the closing price of the Class A Common Stock and the Common Stock of $7.82 and $8.59, respectively at December 31, 2005, less the exercise price.

12

Retirementofficers under the Pension Plan,
     Gray sponsors which is a defined benefit pension plan, intended to be tax qualified, for certain of its employees and the employees of all of its subsidiaries whichthat have been designated as participating companies under the plan. A participating employee who retires on or after attaining age 65 and who has completed five years of service upon retirement may be eligible to receive during his lifetime, in the form of monthly payments, an annual pension equal to (i) 22% of the employee’s average earnings for the highest five consecutive years during the employee’s final 10ten years of employment multiplied by a factor, the numerator of which is the employee’s years of service credited under the plan before 1994 and the denominator of which is the greater of 25 or the years of service credited under the plan, plus (ii) 0.9% of the employee’s monthly average earnings for the highest five consecutive years in the employee’s final 10ten years of employment added to 0.6% of monthly average earnings in excess of Social Security covered compensation, multiplied by the employee’s years of service credited under the plan after 1993, with a maximum of 25 years minus years of service credited under (i) above. For participants as of December 31, 1993, there is a minimum benefit equal to the projected benefit under (i) at that time. For purposesThe following table shows the years of illustration, annual estimated pensioncredited service, present value of accumulated benefits and benefit payments upon retirement of participating employees in specified salary classifications are shown inreceived (if any) during 2008, for the following table:named executive officers:
Pension Plan Table
                         
  Years of Service 
Remuneration (1) 10  15  20  25  30  35 
$  15,000 $1,350  $2,016  $2,676  $3,336  $3,300  $3,300 
    25,000  2,250   3,360   4,460   5,560   5,500   5,500 
    50,000  4,578   6,814   9,014   11,214   11,000   11,000 
    75,000  8,328   11,974   15,274   18,574   16,500   16,500 
  100,000  12,078   17,134   21,534   25,934   22,000   22,000 
  150,000  19,578   27,454   34,054   40,654   33,505   33,000 
  200,000  27,078   37,774   46,574   55,374   45,355   44,000 
  250,000 and above  27,528   38,822   48,467   58,113   48,208   44,660 
             
          Payments
  Number Present During
  of Years Value of Last
  Credited Accumulated Fiscal
  Service Benefit Year
             Name (#)(1) ($)(2) ($)(3)
Hilton H. Howell, Jr.  6   40,134   — 
             
J. Mack Robinson  10   139,067   12,700 
             
Robert S. Prather, Jr.  7   191,600   — 
             
James C. Ryan  10   93,094   — 
             
Robert A. Beizer  13   346,545   — 
 
(1) Five-year average annual compensation (2005 Basis).Computed as of the same Pension Plan measurement date as used for 2008 financial statement reporting purposes.
(2)The Present Value of Accumulated Benefit was calculated using the assumptions that were used for 2008 financial statement reporting purposes, which were the 1983 Group Annuity Mortality Table, separately for males and females, and a 5.79% interest discount rate.
(3)Represents payments made during 2008. Mr. Robinson is the only named executive officer presently required to receive benefit payments under the terms of Gray’s Pension Plan.

26

Potential Payments Upon Termination or Change in Control
     Employees may become participantsAs described in “Compensation Discussion and Analysis,” the named executive officers do not have employment agreements nor agreements with us which provide severance in the plan, providedevent of a change in control except to the extent that they have attained age 21the 2007 Long Term Incentive Plan, the Director’s Restricted Stock Plan, the Pension Plan and have completedthe Capital Accumulation Plan contain such provisions that are applicable to all participants. The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the named executive’s employment had terminated (by virtue of death, disability or otherwise), or there had been a change in control, on December 31, 2008, given the named executive officer’s compensation and service levels as of such date and, if applicable, based on our closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Pension Plan, Capital Accumulation Plan, disability benefits, life insurance and accrued vacation pay. Finally, following his retirement in August 2008, we entered into a consulting agreement with Mr. Robinson, under which he will receive annual compensation of $400,000 beginning as of January 1, 2009; however, Gray will review this arrangement with Mr. Robinson at the end of one year to determine whether to extend, alter or terminate the arrangement.
     For the purposes of service. Average earningsthis discussion, “disability” generally means total disability, resulting in the grantee being unable to perform his job, and “change of control” means any of the following: (1) any person becomes the beneficial owner of 45% or more of the combined voting power of our then outstanding shares; (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (3) there is consummated any consolidation or acquisition in which we are basednot the continuing or surviving corporation or pursuant to which shares of our common stock are converted into cash, securities or other property; (4) there is consummated any consolidation or acquisition of us, in which we are the continuing corporation, in which the holders of our common stock immediately prior to the acquisition do not own 51% percent or more of the stock of the surviving corporation immediately after the acquisition; (5) there is consummated any sale, lease, exchange or other transfer of substantially all our assets; or (6) our shareholders approve any plan or proposal for our liquidation or dissolution.
     Due to the number of factors that affect the nature and amount of any benefits provided upon the pension compensationevents discussed below, any actual amounts paid to a participating employee by a participating company. Pension compensation for a particular year as used foror distributed may be different. Factors that could affect these amounts include the calculation of retirement benefits includes salaries, overtime pay, commissions and incentive payments receivedtiming during the year andof any such event or our stock price. Mr. Robinson is the employee’s contributiononly named executive officer who was eligible to the Gray Television, Inc. Capital Accumulation Plan (the “Capital Accumulation Plan”), described below. Pension compensation reported in the Summary Compensation Table for 2005 and 2004 includes amounts paid in 2005 and 2004 based on earnings, including incentive awards, earned in preceding years. The maximum annual compensation considered for pensionreceive immediate benefits under the planGray Pension Plan as of December 31, 2008, which benefits are described previously in 2005 was $210,000.the “Pension Benefits in 2008” table.
     Benefits are computedIf one of the named executive officers were to die or become disabled, or if there were to be a change in control, any unexercisable stock options granted before the date of that event would become exercisable and remain exercisable until the later of one year from the date of death or the expiration date of the grant.
     The Director’s Restricted Stock Plan provides that any remaining restrictions on awards of restricted stock generally lapse upon the death or disability of the named executive officer, and in the event of a straight life annuity basischange of control, all shares of restricted stock will become immediately and are not subjectfully transferable, and all periods of restriction will expire and the 2007 Long Term Incentive Plan Committee, which administers the Restricted Stock Plan, will be deemed to waive any deduction for Social Security or other offset amounts.forfeiture provisions provided

1327

with respect to any award. As of December 31, 2005,2008, the named executive officers did not hold any option awards with intrinsic value (that is, their options had an exercise price in excess of Grayour common stock price) that were exercisable or would have become exercisable or vested if the named executive officer had died or become disabled, or if there had been a change of control, based upon the closing price of our common stock on such date.
Director Compensation
     The current compensation and benefit program for directors is designed to fairly pay directors for time and effort required to be an effective director of a company of our size and scope; to align directors’ interests with the long-term interests of shareowners; and to be simple, transparent and easy for shareholders to understand. Our directors’ compensation for 2008 included the following years of credited service:compensation elements:
     
Description Years ofAmount ($)
NameCredited Service
J. Mack RobinsonChairman of the Board’s annual retainer fee  740,000 
Robert S. Prather, Jr.Director’s annual retainer fee  435,000 
James C. RyanChairman of the Board fee per board meeting  74,000 
Robert A. BeizerDirector’s fee per board meeting  103,000 
Hilton H. Howell, Jr.Audit Committee chairman fee per committee meeting  34,000
Audit Committee member fee per committee meeting3,500
Other Committee chairman fee per committee meeting3,000
Other Committee member fee per committee meeting3,000 
Capital Accumulation Plan
     Effective October 1, 1994, we adopted the Capital Accumulation Plan for the purpose of providing additional retirement benefits for substantially all employees. The Capital Accumulation Plan is intended to meet the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended.
     Contributions to the Capital Accumulation Plan are made by the employees of Gray. Gray matches a percentage of each employee’s contribution which does not exceed 6% of the employee’s gross pay. The percentage to be matched by Gray is determined by the Board of Directors before the beginning of each calendar year and is made with a contribution of the Common Stock. The percentage of the employee’s contribution (up to 6% of the employee’s gross pay) matched by Gray for the year ended December 31, 2005 was 50%. In addition, during 2005 Gray made an additional contribution to each participant in the Capital Accumulation Plan equal to 1% of such participant’s annual salary for the year ended December 31, 2005. Gray’s matching contributions vest based upon an employee’s number of years of service, over a period not to exceed three years.
Compensation of Directors
     The standard arrangement for directors’ fees is set forth in the table below.
     
Description Amount 
Chairman of the Board’s annual retainer fee $40,000 
Director’s annual retainer fee  35,000 
Director’s fee per board meeting  3,000 
Chairman of the Board fee per board meeting  4,000 
Audit Committee chairman fee per committee meeting  4,000 
Audit Committee member fee per committee meeting  3,500 
Other Committee chairman fee per committee meeting  3,000 
Other Committee member fee per committee meeting  3,000 
     Directors are paid the above fee arrangement for participation in person or by telephone in any meeting of the Board of Directors or any committee thereof.

14

     In addition, Graywe adopted the Directors’ Restricted Stock Plan in 2003. Under the Directors’ Restricted Stock Plan, Zell B. Miller received aPursuant to that plan, we may grant of 5,000our directors restricted shares of Common Stock during the year ended December 31, 2005. The restricted shares grantedour common stock that vest over five years in equal annual increments. Under the Directors’ Restricted Stock Plan, a maximum of 10,000 restricted shares of Common Stockcommon stock may be granted to each director in any calendar year.

28

Director Compensation in 2008
     The table below presents the directors’ compensation for 2008:
                     
          Change in    
          Pension    
          Value and    
  Fees     Nonqualified    
  Earned or     Deferred    
  Paid in Stock Compensation All Other  
  Cash Awards Earnings Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)(4) ($)
William E. Mayher, III
Chairman of the Board of Directors
  86,000   20,239   —   1,890   108,129 
                     
Richard L. Boger  64,000   20,239   —   1,890   86,129 
                     
Ray M. Deaver  62,000   20,239   —   1,890   84,129 
                     
T. L. Elder  64,000   35,359   —   1,890   101,249 
                     
Hilton H. Howell, Jr.  50,000   20,239   16,321   15,174   101,734 
                     
Zell B. Miller  62,000   34,699   —   1,800   98,499 
                     
Howell W. Newton  66,000   20,239   —   1,890   88,129 
                     
Hugh E. Norton  62,000   20,239   —   1,890   84,129 
                     
Robert S. Prather, Jr.  50,000   135,439   47,056   64,294   296,789 
                     
Harriett J. Robinson  50,000   20,239   —   1,890   72,129 
                     
J. Mack Robinson  50,000   20,239   25,698   31,779   127,716 
(1)Represents the amount of cash compensation earned in 2008 for Board of Directors and committee service.
(2)Represents the dollar amount recognized for financial statement reporting purposes with respect to the 2008 fiscal year for the fair value of restricted stock granted in 2008 as well as prior fiscal years, in accordance with SFAS 123(R). Fair value is calculated using the closing price of our common stock on the date of grant. The differences in the amounts shown among members of the Board of Directors largely reflect length of service. Mr. Prather’s stock awards compensation also includes current year expense, in accordance with SFAS 123(R), recognized by us related to grants of 160,000 shares of restricted stock granted in 2006, which were granted to him as a senior executive. As of December 31, 2008, only employee directors held stock options and those options are described in the “Outstanding Equity Awards at December 31, 2008” table and the “Summary Compensation Table.”
(3)Represents the change in pension value, calculated as the difference between the present value of accumulated benefits at December 31, 2008 and the present value of accumulated benefits at

29

December 31, 2007, adjusted for benefit payments made during the year. The present value of accumulated benefits at December 31, 2008 was calculated using the assumptions that were used for the December 31, 2008 financial statement disclosures, which were the 1983 Group Annuity Mortality Table, separately for males and females, and a 5.79% interest discount. The present value of accumulated benefits at December 31, 2007 was calculated using the assumptions that were used for the December 31, 2007 financial statement disclosures, which were the 1983 Group Annuity Mortality Table, separately for males and females, and a 6.10% interest discount. See the “Pension Benefits in 2008” table for additional information, including the present value assumptions used in this calculation.
(4)Represents all other compensation earned by the named director. For Mr. Robinson, Mr. Howell and Mr. Prather refer to the “All Other Compensation Table,” with the exception of directors’ fees, which are reported separately in this “Director Compensation in 2008” table. For the remaining directors, the amount reported represents dividends earned in 2008 by each director on the number of shares of restricted stock originally granted to them by us.
     The members of our Board of Directors are reimbursed for reasonable travel expenses incurred by them during the execution of their duties as members of our Board of Directors and any committees. These expenses include but are not limited to mileage, hotel rooms, meals and air transportation.
REPORT OF MANAGEMENT PERSONNEL COMMITTEE
The following Report of the Management Personnel Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Gray under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent Gray specifically incorporates this Report by reference therein.
     The Management Personnel Committee, acting in its capacity as the Compensation Committee, has reviewed and discussed the “Compensation Discussion and Analysis” contained in this Proxy Statement with management and, based on such review and discussion, the Management Personnel Committee has recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included herein and in Gray’s Annual Report on Form 10-K for the year ended December 31, 2008.
     Submitted by the Management Personnel Committee of the Board of Directors.
Ray M. Deaver, Chairman
William E. Mayher, III
Zell B. Miller
Hugh E. Norton
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     Ray M.Messrs. Deaver, William E. Mayher, III, Zell B. Miller and Hugh E. Norton are the members of the Management Personnel Committee, which serves as theour Compensation Committee of Gray.Committee. No member of the Management Personnel Committee was an employee or officer of Gray or any of its subsidiaries during 2005.
REPORT OF MANAGEMENT PERSONNEL COMMITTEE
The following Report of the Management Personnel Committee does not constitute soliciting material and should not be deemed filed2008 or incorporated by reference into any other filing by Gray under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Gray specifically incorporates this Report by reference therein.
     The Management Personnel Committee of the Board of Directors administers our executive compensation program.
     The goals of our executive compensation program for 2005 were to attract, retain, motivate and reward qualified persons serving as executive officers. To achieve such goals we rely primarily on salaries, bonuses, options and other compensation for each of our executive officers. Under current policy, our Chief Executive Officer determines the recommended annual compensation level, including bonuses, for all other officers of Gray and its subsidiaries, and then submits these recommendations to the Management Personnel Committee for its review and approval. Such determinations of the Management Personnel Committee are reported to the full Board of Directors, which then has the opportunity to consider and amend such determinations concerning the compensation payable to executive officers. In 2005, the full Board of Directors approved the determinations of the Management Personnel Committee with respect to compensation without making any changes thereto. The Management Personnel Committee’s policy for determiningwas formerly an executive’s salary, bonus and stock option grants is based on the responsibility of such executive, his or her impact on the operations and profitabilityofficer of Gray or any of its subsidiaries, except that Mr. Deaver served as Gray’s Regional Vice President-Texas from October 1999 until his retirement in December 2001. He was the business unit for which such executive has operating responsibilityPresident and the knowledgeGeneral Manager of KWTX Broadcasting Company and experiencePresident of such executive.
     In 2005, the Management Personnel Committee utilized the foregoing criteria to determine executive salaries, bonuses and option grants and such salaries, bonuses and option grants are consistent with the foregoing policy. An executive’s annual bonus is based on a percentage of his or her annual base salary. These considerations are subjective in nature and the Management Personnel Committee does not assign relative weights thereto. For 2005, bonuses rangedBrazos Broadcasting Company from 0% to approximately 98% of an executive’s base salary. Whether or not a bonus is in fact earned by an executive is linked to the attainment,November 1997 until their acquisition by Gray or the business unit for which such executive has operating responsibility, of predetermined operating profit targets based on budgeted operating revenues (which is an objective analysis) and the individual’s contribution to Gray or the business unit (which is a subjective analysis). The Management Personnel Committee approves the operating profit targets annually. When measuring an executive’s individual contribution and performance, the Management Personnel Committee examinesin October 1999. No “compensation committee

1530

the factors, as well as qualitative factors that necessarily involve a subjective judgment by the Management Personnel Committee. In making such subjective determination, the Management Personnel Committee does not base its determination on any single performance factor nor does it assign relative weights to factors, but considers a mix of factors, including evaluations of superiors, and evaluates an individual’s performance against such mix in absolute terms in relation to other executives at Gray. In deciding whether or not to grant an option to an individual and in determining the number of shares subject to an option so granted, the Management Personnel Committee takes into account subjective considerations, including the level of such executive’s position and the individual’s contribution to Gray. Although the Management Personnel Committee believes that its compensation structure is similar to that of other comparable communications companies, it did not specifically compare such structure with that of other companies in 2005.interlocks” existed during 2008.
     The annual compensation of Mr. Robinson, Gray’s Chairman and Chief Executive Officer, was set by the Management Personnel Committee at $400,000 in 2005. Mr. Robinson did not receive a bonus in 2005. His compensation was set after reviewing Gray’s overall performance, success in meeting strategic objectives and the Chief Executive Officer’s personal leadership and accomplishments.
     Submitted by the Management Personnel Committee of the Board of Directors.
Ray M. Deaver, Chairman
William E. Mayher, III
Zell B. Miller
Hugh E. Norton
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
     J. Mack Robinson, Chairman and Chief Executive Officer and a director of Gray, has been Chairman Emeritus of Triple Crown Media, Inc. (“TCM”) since December 30, 2005 and previously served as Chairman of the Board of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Robinson is also the beneficial owner of outstanding shares of TCM common stock (including certain shares as to which such beneficial ownership is disclaimed by Mr. Robinson). Robert S. Prather, Jr., President and Chief Operating Officer and a director of Gray, has been Chairman of TCM since December 30, 2005 and was President, Chief Executive Officer and a director of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Prather is also the beneficial owner of outstanding shares of TCM common stock (including certain shares as to which such beneficial ownership is disclaimed by Mr. Prather). Hilton H. Howell, Jr., Vice Chairman and a director of Gray, has been a director of Triple Crown Media, Inc. since December 30, 2005 and was Vice President, Secretary and a director of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Howell is also the beneficial owner of outstanding shares of TCM.
     Through a rights-sharing agreement with Host Communications, Inc. (“Host”), a wholly owned subsidiary of Triple Crown Media, Inc., a related party, the Company participates jointly with Host in the marketing, selling and broadcasting of certain collegiate sporting events and in related programming, production and other associated activities related to the University of Kentucky. This initial agreement commenced April 1, 2000 and terminated April 15, 2005. The Company shared with Host the profit or loss from these activities. Individual revenues and expenses under this agreement were not separately recorded in the Company’s statement of operations; rather the net amount received is included in broadcasting revenues. The Company’s operating results for 2005, 2004 and 2003 include net profit from these activities of $123,356, $101,475 and $104,396, respectively. As a result of the rights-sharing

16

agreement, in certain circumstances, the Company could be called upon for payment of a share of certain upfront rights fees. During 2003, the Company paid $1.5 million to Host as an advance under this provision. No similar payments were made in 2004 or 2005. As of December 31, 2005 and 2004, the Company had $1.6 million and $1.4 million, respectively, recorded as a related party receivable. Between January 1, 2006 and February 17, 2006, the Company received payments totaling $1.6 million for full payment of the related party receivables.
     On October 12, 2004, the University of Kentucky jointly awarded a new sports marketing agreement to the Company and Host. The new agreement commenced on April 16, 2005 and has an initial term of seven years with the option to extend the license for three additional years. Aggregate license fees to be paid to the University of Kentucky over a full ten year term for the agreement will approximate $80.5 million. The Company and Host will share equally the cost of the license fees. Under the new sports marketing agreement, the Company paid $1.8 million to the University of Kentucky and recognized a loss of $137,000 during 2005.
     On April 22, 2002, Gray issued $40 million (4,000 shares) of a redeemable and convertible preferred stock to a group of private investors and designated it as Series C Preferred Stock. As part of the transaction, holders of Gray’s Series A and Series B Preferred Stock, which included J. Mack Robinson, Harriett J. Robinson and certain of their affiliates, exchanged all of the outstanding shares of each respective series, an aggregate fair value of approximately $8.6 million, for an equal number of shares of the Series C Preferred Stock. On August 4, 2004, a special committee of independent directors authorized and approved the repurchase of 36 shares of Series C Convertible Preferred shares of stock from Mr. Robinson at its stated redemption price of $10,000 per share. During 2005, Gray paid preferred stock dividends of approximately $659,200 to the affiliated holders of the Series C Preferred Stock.
     Gray obtains certain workers compensation insurance coverage from Georgia Casualty & Surety Co., which is a wholly-owned subsidiary of Atlantic American Corporation, a publicly traded company in which J. Mack Robinson and certain of his affiliates have a substantial ownership interest. During 2005, Gray paid insurance premiums of approximately $440,831 to Georgia Casualty.
     Gray obtainsWe obtain certain liability, umbrella and workers’ compensation insurance coverages through Insurance Associates of Georgia, an insurance agency whichthat is owned by a son-in-law of Hugh E. Norton, a directorone of Gray.our directors. During 2005,2008, in connection with these coverages, Insurance Associates of Georgia retained commissions of $ 236,582$156,861 paid to it by the various insurance companies providing insurance to Grayus and paid $98,426$98,906 of such commissions to Norco Holdings, Inc., an insurance agency, of which Mr. Norton is President and which is owned by Mr. Norton’s wife and daughter. The board has reviewed these arrangements and has determined that, notwithstanding these payments, Mr. Norton is independent within the meaning ofin accordance with Section 303A.02(b) of the NYSE listing standards and the standards set forth in the IRC and the Exchange Act as further explained under the heading “Corporate Governance.”
     OnFor the year ended December 30, 2005,31, 2008, we made payments to Georgia Casualty and Surety Co. in the Company completed the previously announced spin-offamount of Triple Crown Media, Inc. Also on December 30, 2005, Triple Crown Media and Bull Run Corporation completed the merger of Bull Run Corporation into a subsidiary of Triple Crown Media. As a result of the spin-off and merger, the Company’s shareholders as of December 30, 2005 owned approximately 95% of Triple Crown Media’s outstanding common stock and certain former holders of Bull Run Corporation held the remaining 5%.
     Each of J. Mack Robinson, a director and the Company’s$183,000 for insurance services provided. Hilton H. Howell, Jr., our Vice Chairman and Chief Executive Officer; Robert S. Prather, Jr. , a directorOfficer, and the Company’s President and Chief Operating Officer; and Hilton

17

H. Howell, Jr. a director and the Vice Chairman of the Company had a materialhis affiliates have an ownership interest in Atlantic American Corporation, a publicly traded company, which was the Triple Crown Media/Bull Run Corporation spin-offparent company of Georgia Casualty and merger. EachSurety Co. During 2008, Georgia Casualty and Surety Co. was sold to a director and officer of Bull Run Corporation. Mr. Prather and Mr. Howell are directors and officers of Triple Crown Media. Each received cash, common stock and options as part of the merger. Also, as part of the mergerparty that is not related to Gray.
     In December 2008, Gray entered into a consulting contract with Mr. Robinson received preferred stockin which he agrees to consult and was released fromadvise Gray with respect to its television stations and all related matters in connection with various proposed or existing television stations. In return for his services, Mr. Robinson will receive annual compensation of $400,000 beginning as of January 1, 2009; however, Gray will review this arrangement with Mr. Robinson at the end of one year to determine whether to extend, alter or terminate the arrangement. Mr. Robinson served as Gray’s Chief Executive Officer until his resignation in August 2008 and he continues to serve as a $58.9 million personal guarantymember of Bull Run Corporation. The mergerGray’s Board of Directors and these interests are more particularly described in the Triple Crown Media’s November 29, 2005 Proxy Statement/Prospectus/Information Statement that was previously distributedas Chairman Emeritus. This consulting contract is filed as Exhibit 10.9 to our shareholders, a copy of which is available at www.sec.gov and www.gray.tv.Annual Report as filed on Form 10-K.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
     Section 16(a) of the Securities Exchange Act of 1934 requires the directors, executive officers and persons who own more than 10ten percent of a registered class of a company’s equity securities to file with the SEC initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) of such class of equity securities. Such officers, directors and greater than 10ten percent shareholders of a company are required by SEC regulations to furnish the company with copies of all such Section 16(a) reports that they file.
     To our knowledge, based solely on our review of the copies of such reports furnished to usfiled with the SEC during the year ended December 31, 2005,2008, all Section 16(a) filing requirements applicable to itsour officers, directors and 10ten percent beneficial owners were met, except that ten percent shareholder Highland Capital Management, LP failed to timely file four Form 4 reports for a total of eight transactions; director Robert S. Prather, Jr. failed to timely report two transactionsone transaction on a Form 4 and directors4; director J. Mack Robinson Harriet J. Robinson, and Hilton H. Howell, Jr. each failed to timely report a singleone transaction on a Form 4. Officers Jackson S. Cowart, IV4; and James C. Ryan eachdirector Harriet J. Robinson failed to timely report a singleone transaction on a Form 4.
STOCK PERFORMANCE GRAPH
The following stock performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Gray under the Securities Act of 1933, as amended or the Securities Exchange Act, except to the extent Gray specifically incorporates these graphs by reference therein.
     The following graphs compare the cumulative total return of the Common Stock and the Class A Common Stock from December 

31 2000 to December 31, 2005 as compared to the stock market total return indexes for (1) The New York Stock Exchange Market Index and (2) The New York Stock Exchange Industry Index based upon the Television Broadcasting Stations Index on December 31, 2000.

     The graphs assume the investment of $100 in the Common Stock and the Class A Common Stock, the New York Stock Exchange Market Index and the NYSE Television Broadcasting Stations Index on December 31, 2000. Dividends are assumed to have been reinvested as paid.

18

COMMON STOCK

COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

(PERFORMANCE GRAPH)

                         
Fiscal Year Ending
 COMPANY/INDEX/MARKET12/31/200012/31/200112/31/200212/31/200312/31/200412/31/2005
 Gray Television, Inc.  100.00   71.15   67.23   104.96   109.36   70.01 
 TV Broadcasting Stations  100.00   97.50   80.01   106.30   106.46   102.96 
 NYSE Market Index  100.00   91.09   74.41    96.39   108.85   117.84 

CLASS A COMMON STOCK

COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE

COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

(PERFORMANCE GRAPH)

                         
Fiscal Year Ending
 COMPANY/INDEX/MARKET12/31/200012/31/200112/31/200212/31/200312/31/200412/31/2005
 Gray Television Cl A  100.00   88.22   75.75   97.58   92.63   59.91 
 TV Broadcasting Stations  100.00   97.50   80.01   106.30   106.46   102.96 
 NYSE Market Index  100.00   91.09   74.41   96.39   108.85   117.84 

19

REPORT OF AUDIT COMMITTEE
     The following Report of the Audit Committee, together with references in this Proxy Statement to the independence of the Audit Committee members and the Audit Committee Charter, does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Gray under the Securities Act of 1933, as amended, or the Securities Exchange Act, except to the extent Gray specifically incorporates this Report by reference therein.
     The Audit Committee of our Board of Directors is comprised of four directors who are independent and financially literate within the meaning ofin accordance with the NYSE listing standards and the SEC rules regarding audit committees. In addition, the Board of Directors has determined that T. L. Elder is an “audit committee financial expert” as defined by applicable SEC rules. In accordance with its written charter, which was approved and adopted in its current form by our Board of Directors in February 2004, the Audit Committee assists our Board of Directors in the oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Gray. In addition, the Audit Committee has the authority to select our independent registered public accounting firm. Gray’s Audit Committee Charter prohibits a member of the Audit Committee from serving on more than three public company audit committees.
     Management has primary responsibility for Gray’s financial statements and the overall reporting process, including Gray’s system of internal controls. PricewaterhouseCoopersMcGladrey & Pullen, LLP, our independent registered public accounting firm, audits the annual consolidated financial statements prepared by management and expresses an opinion on whether those statements fairly present, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed our audited consolidated financial statements for the year ended December 31, 20052008 and discussed them with both management and PricewaterhouseCoopersMcGladrey & Pullen, LLP.
     Management is responsible for establishing, assessing and reporting on Gray’s system of internal control over financial reporting. PricewaterhouseCoopersMcGladrey & Pullen, LLP is responsible for performing an independent audit of management’s assessment of and of Gray’s internal control over financial reporting and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight of this process. In connection with these responsibilities, the Audit Committee met with management and PricewaterhouseCoopersMcGladrey & Pullen, LLP to review and discuss management’s assessment of the effectiveness of Gray’s internal controls over financial reporting.
     The Audit Committee has also discussed with PricewaterhouseCoopersMcGladrey & Pullen, LLP the matters required to be discussed by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants.
     The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopersMcGladrey & Pullen, LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, issued by the Independence Standards Board, and has discussed and confirmed with PricewaterhouseCoopersMcGladrey & Pullen, LLP its independence fromwith respect to Gray. In addition, the Audit Committee has considered whether the provision of the non-audit services provided by PricewaterhouseCoopersMcGladrey & Pullen, LLP is compatible with maintaining PricewaterhouseCoopers LLP’sthat independence.
     Based upon this review, the Audit Committee recommended to the full Board of Directors that our audited consolidated financial statements be included in Gray’s Annual Report on Form 10-K for the year ended December 31, 20052008 and filed with the SEC.

2032

     Submitted by the Audit Committee of the Board of Directors.
Howell W. Newton, Chairman
Richard L. Boger
T. L. Elder
William E. Mayher, III
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     PricewaterhouseCoopersMcGladrey & Pullen, LLP hashave been Gray’sour principal independent accountants since January 7, 2002.
     PricewaterhouseCoopersMay 26, 2006. McGladrey & Pullen, LLP audited our annual financial statements for the yearyears ended December 31, 20052008, 2007 and 2006. Pending the approval or our Audit Committee, we have selected PricewaterhouseCoopersMcGladrey & Pullen, LLP as our independent registered public accounting firm to audit our financial statements and our internal control over financial reporting for the year ending December 31, 2006.2009. A representative of PricewaterhouseCoopersMcGladrey & Pullen, LLP is expected to be present at the 20062009 Annual Meeting, will have the opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions. We have decided not to ask our shareholders to ratify the appointment of McGladrey & Pullen, LLP, as our independent registered public accounting firm for the year ending December 31, 2009.
     During the year ended December 31, 2005 and through May 26, 2006, neither we nor anyone on our behalf consulted with McGladrey & Pullen, LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us by McGladrey & Pullen, LLP that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Fees
     The fees billed by PricewaterhouseCoopersMcGladrey & Pullen, LLP for 20052008 and 20042007 were as follows:
                
 2005 2004  2008 2007 
Audit fees (1) $1,836,000 $1,186,000  $952,321 $869,935 
Audit related fees (2) -0- 87,000  89,096 135,217 
Tax fees (3) 162,000 224,000  — — 
All other fees -0- -0-  — — 
          
 
Total $1,998,000 $1,497,000  $1,041,417 $1,005,152 
          
 
(1) For 2005 and 2004, auditAudit fees include estimated fees for the current year audit, fees for quarterly reviews of our reports on Form 10-Q and consultation concerning accounting issues discussed with the SEC when applicable and consultation concerning compliance with Rule 404 of the Sarbanes-Oxley Act of 2002, which requires the independent registered public accounting firm to audit our evaluation of internal control over financial reporting. Also for 2005, includes fees and expenses for the audit of TCM’s 2004, 2003 and 2002 financial statements, fees for services related to the TCM S-1/S-4 registration statement and for fees related to certain debt financing activities.applicable.
 
(2) Fees billed for audit and other services that are typically performed by auditors. In 2004, theseThese fees were for audits of our employee benefit plans.
(3)Fees billed for the review of federal and state income tax returns and for consultations concerning tax compliance and income tax planning.
     All audit related services, tax services and other non-audit services must be, and all of the expenses for such services in 2008 and 2007 were, pre-approved by the Audit Committee, which also

33

concluded that the provision of such services was compatible with the maintenance of McGladrey & Pullen, LLP’s independence in the conduct of its auditing functions.
     In accordance with its written charter, the Audit Committee reviews and discusses with PricewaterhouseCoopersMcGladrey & Pullen, LLP, on a periodic basis, any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and preapprovespre-approves all audit and permitted non-audit services (including the fees and terms thereof) to be performed for Grayus by itsour independent registered public accounting firm.
PROPOSAL NUMBER 2
AMENDMENT OF GRAY’S ESPP
     Our Board of Directors has approved and recommends that the shareholders approve an amendment to increase by 600,000 the number of shares of our common stock reserved for issuance under Gray’s ESPP, resulting in a total of 1,100,000 shares available for issue under the plan. Under the plan approved by our shareholders in May 2003, a total of 500,000 shares of our common stock were reserved for issuance. As of April 9, 2009, this increase represents approximately 1.4% of our outstanding common stock. In the event the shareholders fail to approve the amendment to the ESPP, the plan will continue in operation pursuant to its terms with no change to the number of shares authorized for issuance thereunder.
     The Board of Directors has determined that it is advisable to increase the maximum number of shares of our common stock available for issuance under the ESPP in response to the current price per share of our common stock and to facilitate our ability to continue to utilize the plan. We believe that the ESPP assists us in attracting and retaining skilled personnel by providing employees of Gray with an opportunity to purchase our common stock through payroll deductions.
     A summary of the ESPP appears below.
Our Board of Directors unanimously recommends that you vote “FOR” approval of the amendment to the ESPP to increase the number of shares available for issuance under the plan.
Summary of the Employee Stock Purchase Plan
Administration.The ESPP will be administered by the 2007 Long Term Incentive Plan Committee of Gray’s Board of Directors (the “LTIP Committee”), which will have the authority to administer the plan and to resolve all questions relating to the administration of the plan.
Shares Available for Issuance.As originally approved by our shareholders in May 2003, a total of 500,000 shares of our common stock were reserved for issuance under the plan. As amended, the ESPP would provide for the issuance of an additional 600,000 shares of our common stock, for an aggregate of 1,100,000 shares reserved for issuance under the plan and available for purchase, subject to adjustment in the event of a stock split, stock dividend or other similar change in the common stock or the capital structure of Gray.
Eligibility.All full-time employees of Gray and its subsidiaries with at least one year of service are eligible to participate in the ESPP. Non-employee directors and certain five percent shareholders of Gray are not eligible to participate. As of April 9, 2009, the majority of Gray’s full-time employees would be eligible to participate in the ESPP.

2134

Offering Period.The ESPP designates purchase periods, accrual periods and exercise dates. Purchase periods are monthly successive periods that begin on the first day of each month and end on the last day of each month.
Purchase Price.On the first day of each purchase period, a participating employee is granted a purchase right which is a form of option to be automatically exercised on the last day of the purchase period (the “exercise date”). During a purchase period, deductions are to be made from the pay of participants in accordance with their authorizations and credited to their accounts under the ESPP. When the purchase right is exercised, the participant’s withheld salary is used to purchase shares of common stock under the plan. The price per share at which shares of the common stock may be purchased under the ESPP during any purchase period (the “option price”) is 85% of the fair market value of the common stock on the exercise date (i.e., the last day of the purchase period). The LTIP Committee has the discretion to establish a different option price for a purchase period, provided that such option price will not be less than 85% of the fair market value of the common stock on the exercise date.
Payment of Purchase Price; Payroll Deductions.Payroll deductions shall be in whole percentage increments of a participant’s regular base pay, plus commissions paid, overtime, bonuses or shift-premiums, exclusive of income from stock options or stock purchases thereunder or imputed fringe benefit income. Purchases by a participant in any calendar year are limited to common stock with a fair market value (determined as of the date of purchase) of $25,000. Additional limitations on the amount of the common stock that may be purchased under the ESPP during any calendar year are imposed by the IRC.
     Under the terms of the ESPP, a participant may not sell or dispose of any common stock purchased through the plan unless the participant has held such stock for a period of no less than three months. However, in order to obtain more favorable tax treatment, participants will be required to hold such stock for a longer period of time. See “United States Federal Income Tax Consequences” below for further discussion.
Adjustments and Amendments of the Plan. Adjustments in the ESPP will be made to reflect stock dividends, recapitalizations and similar events. Subject to any applicable shareholder approval requirements, including any shareholder approval requirements under Section 423 of the IRC, the LTIP Committee may amend the ESPP at any time. The ESPP will not be subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The ESPP is not, nor is it intended to be, qualified under Section 401(a) of the IRC.
United States Federal Income Tax Consequences
     The following is a brief summary of the United States federal income tax consequences to U.S. participants and Gray with respect to the shares purchased under the ESPP. The summary does not purport to be complete and does not discuss any FICA, FUTA or estate and gift tax consequences nor does it discuss any tax consequences arising under the laws of any state or local jurisdiction or non-U.S. jurisdiction.
     The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the IRC. Under a plan which so qualifies, a participant recognizes no taxable income upon either the grant or the exercise of purchase rights. The participant will not recognize taxable income until there is a disposition of the shares acquired under the ESPP. For purposes of this summary,

35

a “disposition” includes any transfer of the shares other than certain transfers at death, certain tax-free exchanges, or a mere pledge or hypothecation.
     The tax treatment of a disposition of shares acquired under the ESPP will depend on whether the tax “holding period” requirements are satisfied. Generally, these requirements are satisfied if a participant does not dispose of shares acquired in a given purchase period within two years after the granting of the option to purchase such shares and within one year after the purchase of such shares.
     If a participant disposes of shares before the tax holding period requirements are satisfied with respect to such shares, then the participant will recognize ordinary income at the time of such disposition equal to the fair market value of such shares on the date of purchase minus the purchase price. Any additional gain or loss in excess of this amount will be treated as capital gain or loss.
     If a participant disposes of shares after the tax holding period requirements are satisfied with respect to such shares, or if the participant dies while owning such shares, then the participant will recognize ordinary income in the year of disposition equal to the lesser of (i) the excess of the fair market value of such shares at the time the option to purchase was granted over the option price of such shares (computed as of the grant date), or (ii) the excess of the fair market value of such shares at the time of the disposition, or the participant’s death, over the purchase price of such shares. Any additional gain or loss upon the disposition will be long-term capital gain or loss.
     Gray is generally not allowed any deductions upon either the grant or exercise of the purchase rights. If the tax holding period requirements are not satisfied with respect to the disposition of any shares acquired under the ESPP, then Gray will be entitled to a tax deduction in the year of such disposition equal to the amount of ordinary income recognized by the participant as a result of such disposition. In all other cases, Gray is entitled to no deduction.
Participation in the Plan
     Participation in the ESPP is voluntary and is dependent on each eligible employee’s election to participate and his or her determination as to the level of payroll deductions. Accordingly, future purchases under the ESPP are not determinable. In addition, because benefits under the ESPP will depend on the fair market value of our common stock at various future dates, it is not possible to determine at this time the benefits that will be received by employees if the amendment is approved by the shareholders.

36

EQUITY COMPENSATION PLAN INFORMATION
     The following table gives information about the Common Stockcommon stock and Class A Common Stockcommon stock that may be issued upon the exercise of options, warrants and rights under all existing equity compensation plans as of December 31, 2005.2008.
Equity Compensation Plan Information
             
Equity Compensation Plan Information
          Number of securities remaining
  Number of securities to     available for future issuance
  be issued upon exercise Weighted average under equity compensation
  of outstanding options, exercise price of plans (excluding securities
  warrants and rights outstanding options reflected in 1st column)
Plan Category (in thousands) warrants and rights (in thousands)
Common Stock:
            
Equity compensation plans approved by security holders (1)  1,949  $8.31   4,665 
             
Equity compensation plans not approved by security holders  —  $—   — 
             
Total  1,949       4,665 
             
             
Class A Common Stock:
            
Equity compensation plans approved by security holders (1)  —  $—   1,000 
             
Equity compensation plans not approved by security holders  —  $—   — 
             
Total  —       1,000 
             
             
  Number of      Number of securities 
  securities to be      remaining available 
  issued upon  Weighted-average  for future issuance 
  exercise of  exercise price of  under equity 
  outstanding  outstanding  compensation plans 
  options, warrants  options, warrants  (excluding securities 
Plan Category and rights  and rights  reflected in 1st column) 
Common
            
Equity compensation plans approved by security holders (1)
  1,664,378  $11.20   4,598,532 
             
Equity compensation plans not approved by security holders  -0-  $-0-   -0- 
           
Total  1,664,378       4,598,532 
           
             
Class A Common
            
Equity compensation plans approved by security holders(1)
  19,337  $17.81   1,350 
             
Equity compensation plans not approved by security holders  -0-  $-0-   -0- 
           
Total  19,337       1,350 
           
(1) Includes securities available for future issuance under the 2002 Long-Term2007 Long Term Incentive Plan. The 2007 Long Term Incentive Plan allows us to grant share-based awards for a total of 6.0 million shares of stock with not more than 1.0 million of the total 6.0 million shares as Class A common stock and the remaining shares as common stock. The number of securities available for future issuance assumes 1.0 million shares are available for Class A common stock and 6.0 million shares are available for common stock. If any shares of Class A common stock are awarded, this will reduce the number of shares of common stock available for issuance.

37

OTHER MATTERS
     Our Board of Directors knows of no other matters to be brought before the 2009 Annual Meeting. However, if any other matters are properly brought before the 2009 Annual Meeting, it is the intention of the named proxies in the accompanying proxy to vote in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS FOR INCLUSION
IN NEXT YEAR’S PROXY STATEMENT
     Proposals of shareholders intended to be presented at Gray’s 2007our 2010 Annual Meeting of Shareholders must be received at our principal executive offices by December 19, 2006,25, 2009, in order to be eligible for inclusion in our proxy statement and form of proxy for that meeting.
OTHER SHAREHOLDER PROPOSALS FOR PRESENTATION
AT NEXT YEAR’S ANNUAL MEETING
     For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the 20072010 Annual Meeting of Shareholders, management will be able to vote proxies in its discretion if we: (1) receive notice of the proposal before the close of business on March 4, 200710, 2010 and advise shareholders in the 20072010 proxy statement about the nature of the matter and

22

how management intends to vote on such matter; or (2) receive notice of the proposal after the close of business on March 4, 2007.10, 2010. Notices of intention to present proposals at the 20072010 Annual Meeting of Shareholders should be addressed to Gray Television, Inc., Attention: Robert A. Beizer, Secretary, 1750 K Street, NW, Suite 1200, Washington, DC,D.C., 20006.
AVAILABILITY OF FORM 10-K
     Gray’sOur Annual Report on Form 10-K is available online at www.gray.tv. GrayWe will provide to any shareholder, without charge, upon written request, a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2005,2008, as filed with the SEC. Such requests should be addressed to Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, Attention: Investor Relations.
HOUSEHOLDING
     As permitted under the Exchange Act, to the extent shareholders receive a hard copy of the proxy by mail, only one copy of this proxy statement is being delivered to shareholders residing at the same address, unless such shareholders have notified Grayus of their desire to receive multiple copies of this proxy statement. GrayWe will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, Attention: Investor Relations. Shareholders residing at the same address and currently receiving only one copy of the proxy statement may contact Investor Relations at the address above to request multiple copies of the proxy statement in the future. Shareholders residing at the same address and currently receiving multiple copies of the proxy statement may contact Investor Relations at the address above to request that only a single copy of the proxy statement by mailed in the future.

2338







GRAY TELEVISION, INC.
PROXY FOR 2006 ANNUAL MEETING4370 PEACHTREE ROAD, N.E.
ATLANTA, GA 30319
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF SHAREHOLDERSFUTURE SHAREHOLDER COMMUNICATIONS
This Proxy is Solicited on Behalf of
If you would like to reduce the Board of Directors ofcosts incurred by Gray Television, Inc.
     The undersigned shareholder hereby appoints William E. Mayher, III in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and J. Mack Robinson, and each of themannual reports electronically via e-mail or either one of them, with full power to appoint his substitute, attorneys and proxies to represent the undersigned shareholder andInternet. To sign up for electronic delivery, please follow the instructions above to vote and act with respect to all shares of Common Stock, no par value per share, and Class A Common Stock, no par value per share, of Gray Television, Inc. (“Gray”), held of record by the undersigned on March 31, 2006, at the Annual Meeting of Shareholders of Gray to be held on May 10, 2006 at 2:00 p.m., local time, at WCTV-TV, 1801 Halstead Boulevard, Tallahassee, Florida 32309 and at any adjournment or postponement of that meeting.
     IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTED FOR THE PROPOSAL IN THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER, INCLUDING SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE MEETING.
(Continued and to be signed, on the reverse side)
Address Change/Comments (Mark the corresponding box on the reverse side)

—FOLD AND DETACH HERE—
Dear Shareholder:
     Gray Television, Inc. encourages you to take advantage of convenient ways by which you can vote your shares. You can vote your shares electronically through the Internet or the telephone. This eliminates the need to return the proxy card.
     To vote your shares electronically you must use the control number. The control number is the series of numbers printed in the box on the bottom right corner of the other side of this card. This control number must be used to access the system.
1.To vote over the Internet:
Log on tousing the Internet and, gowhen prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the website http://www.proxyvoting.com/gtn.day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Gray Television, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTE IN PERSON
You may attend the meeting and vote in person with this ballot.











2.To vote over the telephone:
On a touch-tone telephone call 1-866-540-5760, 24 hours a day, 7 days a week.
     Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card.
     If you choose to vote your shares electronically, there is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    
                                                            M12854 Please mark
here for address change[]
or comments
SEE REVERSE SIDE.KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

            
GRAY TELEVISION, INC.For
All		Withhold
All		For All
Except		To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
THE BOARD OF DIRECTORS OF GRAY UNANIMOUSLY RECOMMENDS YOUA VOTE “FOR” THE FOLLOWING PROPOSAL:PROPOSAL 1 AND PROPOSAL 2.
ooo
Vote on Directors
           
1.ELECTION OF DIRECTORS The proposal to elect the eleven directors named below (the “Nominees”), to serve as members of Gray’s Board of Directors, to serve until the next Annual Meeting of Shareholders of Gray and until their successors are duly elected and qualified.
           
  Nominees:        
  01.
01)  Richard L. Boger 05.07)  Howell W. Newton
02)  Ray M. Deaver08)  Hugh E. Norton
03)  T. L. Elder09)  Robert S. Prather, Jr.
04)  Hilton H. Howell, Jr.10)  Harriett J. Robinson
05)  William E. Mayher, III 09. Robert S. Prather, Jr.11)  J. Mack Robinson
  02. Ray M. Deaver06.06)  Zell B. Miller 10. Harriett J. Robinson
  03. T.L. Elder 07. Howell W. Newton 11. J. Mack Robinson
Vote on Proposal
ForAgainstAbstain
2.A proposal to approve an amendment to the Gray Television, Inc. Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 600,000.ooo
  04. Hilton H. Howell, Jr. 08. Hugh E. Norton
NOTE.Such other business as may properly come before the meeting or any adjournment thereof.
    
           
Signature [PLEASE SIGN WITHIN BOX]     oFORall Nominees listed above (except
as marked to the contrary below)		oWithhold Authority to vote for all Nominees listed above
Instructions: To withhold authority to vote for any individual Nominee, write that Nominee’s name in the following space provided:
2.In their discretion, the Proxies are authorized to vote upon such of the matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
DATED:
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
Date     Signature (if held jointly)(Joint Owners)Date
This Proxy revokes all prior proxies with respect to the Annual Meeting and may be revoked prior to its exercise.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNED FOR ESTATES, TRUSTS OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.

*FOLD AND DETACH HERE*
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
Internet and telephone voting is available through 11:59 p.m. Eastern Time the day prior to annual meeting day.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
INTERNET

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
HTTP://WWW.PROXYVOTING.COM/GTN
M12855
Use
Gray Television, Inc.
The shareholder hereby appoints William E. Mayher, III and Hilton H. Howell, Jr. or either of them, as proxies, each with the Internetpower to appoint his substitute, and hereby authorizes them to represent and to vote, your proxy. Have your proxy card in hand when you accessas designated on the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephonereverse side of this ballot, all of the shares of common stock and Class A common stock of Gray Television, Inc. that the shareholder is entitled to vote your proxy. Have your proxy card in hand when you call.at the Annual Meeting of Shareholders to be held at 9:30 a.m., local time, June 10, 2009, at The Peachtree Insurance Center, The Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319 and any adjournment or postponement thereof.
ORTHIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
IF YOU VOTE YOURPLEASE MARK, SIGN, DATE AND RETURN THIS PROXY BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE