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     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Gray Television, Inc. (“Gray”) will be held at 9:30 a.m., local time, on Wednesday, May 2, 2007,June 10, 2009, at The Peachtree Insurance Center, The Executive Board Room, 5^th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, for the purpose of considering and acting upon:

     Only holders of record of Grayour common stock, no par value per share and Grayour Class A common stock, no par value per share, at the close of business on March 30, 2007April 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.

Atlanta, Georgia
April 11, 200724, 2009

     This proxy statement is being furnished by the Board of Directors of Gray Television, Inc., a Georgia corporation (which we refer to as “Gray,” the “Company,” “we,” “us” or “us”“our”), to the holders of Grayour common stock, no par value per share, and Grayour Class A common stock, no par value per share, in connection with the solicitation of proxies by Gray’sthe Board of Directors for use at the 20072009 Annual Meeting of Shareholders (the “2007“2009 Annual Meeting”) to be held at The Peachtree Insurance Center, The Executive Board Room, 5^th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, on Wednesday, May 2, 2007,June 10, 2009, at 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 11, 2007.24, 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 20072009 Annual Meeting, or by attending and voting at the 20072009 Annual Meeting. Attendance at the 20072009 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 20072009 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 Gray Television, Inc. 2007 Long Term Incentiveamendment to our Employee Stock Purchase Plan (the “2007 Incentive Plan”“ESPP”) and in accordance with the discretion of the named proxies on other matters properly brought before the 20072009 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 or other means of communication. GrayWe also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of the common stock and the Class A common stock as of the record date for the 20072009 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.

     Gray’sOur Board of Directors has fixed the close of business on March 30, 2007April 9, 2009 as the record date for determining holders of the common stock and the Class A common stock entitled to notice of, and to vote at, the 20072009 Annual Meeting. Only holders of record of the common stock and/or the Class A common stock on that date will be entitled to notice of, and to vote at, the 20072009 Annual Meeting. Shareholders of record may vote by either:

     As of the record date, March 30, 2007, 42,061,037April 9, 2009, 42,850,019 shares of the common stock and 5,753,020 shares of the Class A common stock were outstanding. Each share of the common stock is entitled to one vote and each share of the Class A common stock is entitled to ten votes. The total number of possible votes is 99,591,237.100,380,219. A number of votes equal to or greater than a majority of possible votes, or 49,795,62050,190,111 votes (including abstentions and broker non-votes), will constitute a quorum. No business may be transacted at the 20072009 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.

     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 2007 Incentive Plan,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 orof the

approval of the 2007 Incentive Planamendment to the ESPP, assuming at least 50% of the total shares entitled to vote are cast.

     The holders of the common stock and the Class A common stock are not entitled to appraisal rights under Georgia law with respect to the proposals set forth in this proxy statement.

Crown Media, Inc. (“TCM”) 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.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, Georgia Casualty & Surety Company, American Southern Insurance Company and American Safety Insurance Company, Association Casualty Insurance Company and Association Risk Management General Agency.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, 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 pastthe 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 Robinsonwas Gray’s Chairman and Chief Executive Officer from September 2002 until August 2008. Prior to that, he was Gray’s President and Chief Executive Officer from 1996 through September 2002. He is Chairman Emeritus of Gray’s Board of Directors. Mr. Robinson has served as Chairman Emeritus of TCM since December 2005, Chairman of the Board and President of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1958 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 Southern Insurance Company and American Safety Insurance Company. 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.

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. He also serves as a member of the Board of Trustees of Corner Cap Group of Funds, a 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.

     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, LLC, a national firm of career chief financial officers, and since 2004 has been a Senior Partner of that firm.

     Zell B. Milleris a member of the Management Personnel Committee the Director Restricted Stock Plan Committee, the Employee Stock Purchase Plan Committee and the 2002 Long Term Incentive Plan Committee.Committee of Gray’s Board of Directors. He was U.S. Senator from Georgia from July 2000 until his retirement on 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 has 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.

     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, which 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.gray.tv.www.gray.tv. All such information is also available in print to any shareholder upon request by telephone at (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.

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

any independent director, may send a letter to theour Secretary, of the Corporation at Gray Television, Inc.,

Committee and the Nominating and Corporate Governance Committee, respectively, current copies of which are available on Gray’sour corporate website at www.gray.tv.www.gray.tv. As the Compensation Committee, the Management Personnel Committee makes recommendations with respect to executive salaries, bonuses and compensation. The Management Personnel Committee held twothree meetings in 2006,2008, during which meetings it performed the functions of both the Compensation Committee and Nominating 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 Committeecommittee 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. 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 Gray’sour Secretary, giving the candidate’s name, biographical data, qualifications and all other information that is required to be disclosed under the applicable rules and regulations of the Securities and Exchange Commission.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 2006,2008, and its members are Messrs. Deaver, Mayher, Miller and Norton (as Chairman) all of which are “non-employee directors” under applicable Securities and Exchange CommissionSEC rules.

     The following table sets forth certain information regarding the beneficial ownership of the Class A common stock and the common stock as of March 26, 2007April 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 stock or the common stock, (ii) all directors, (iii) all executive officers named in the Summary“Summary Compensation TableTable” herein and (iv) all directors and executive officers named in the Summary Compensation Table herein 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 table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The information as to beneficial ownership has been furnished by the respective persons listed in the abovefollowing table. The percentages of each class are based on 5,753,020 shares of Class A common stock and 42,061,03742,850,019 shares of common stock outstanding as of March 26, 2007.April 6, 2009. Shares underlying outstanding stock options or warrants exercisable within 60 days of such date are deemed to be outstanding for purposes of calculating the percentage owned by such holder.

 

     The Management Personnel Committee of the Board of Directors serves as Gray’sour Compensation Committee and administers our executive compensation program and has the overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.programs. The Management Personnel Committee, in its capacity as the Compensation Committee, approves the compensation of each of the Company’sour executive officers and all Television Stationtelevision station General Managers and in its capacity as the Nominating and Corporate Governance Committee, establishes the compensation of theour 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.

     Generally, the Company striveswe strive to establish compensation practices and provide compensation opportunities that attract, retain and reward itsour executives and strengthen the mutuality of interests between itsour executives and the Company’sour shareholders in order to motivate them to maximize shareholder value. The Company believesWe 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 20062008 were to retain, motivate and reward our executive officers. To achieve such goals, we relied primarily on salaries bonuses 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.

     The Company’sOur compensation program for itsour named executive officers is designed to provide the Company’sour executive officers with a combination of cash (guaranteed and incentive-based) and equity-based compensation to align the officers’ interests with the Company’s shareholders. The Company’s executive compensation program primarily consists of the following elements:

     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.

     The Company doesWe do not have employment agreements with any of the named executive officers to form the primary basis for each of these officers’ compensation.

     Gray’sOur Chief Executive Officer, with input from our President and Chief Operating Officer, annually reviewreviews 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 Gray believeswe believe that itsthe compensation structure is similar to that of other comparable companies, itwe did not specifically compare such structure with that of other companies with respect to 2006 compensation in 2006.2008 compensation. Rather, the Management Personnel Committee compared salaries and bonuses of Gray’sour executive officers for the last five years, compared stock price performance, and compared history of accomplishments in 2005,2008, 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 the Company’sour profits and business plan objectives. For non-executive officers and employees, the Management Personnel Committee approves operating profit targets annually. 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 President/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.

     The annual base salary component of the Company’sour executive compensation program provides each named executive officer with a fixed minimum amount of annual cash compensation. Salaries for the Company’s 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 President/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 20062008 base salaries paid by the Companyus to each of our named executive officers:

relative weights thereto. For 2006, bonuses ranged from 8% to approximately 100% of an executive’s base salary. Whether or not a bonus is in fact earned by an executive is linked to the attainment, by Grayus as a whole or for the business unit forin 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 Grayus or the business unit (which is a subjective analysis).

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.

     Section 162(m) of the CodeIRC generally sets a limit of $1 million on the amount of compensation that the Companywe may deduct for federal income tax purposes in any given year with respect to the compensation of each of the Named Executive Officers.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, the Companywe also needsneed flexibility to pursue itsour incentive and retention objectives, even if this means that a portion of executive compensation may not be deductible by the Company.us. Accordingly, the Management Personnel Committee hasmay, from time to time, approvedapprove elements of compensation for certain officers that are not fully deductible, and may do so in the future under appropriate circumstances.

     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 the Company’sour common stock through payroll deductions as a means of purchasing theour common stock as a long-term investment.

     The “Pension Benefits in 2008” table describes the general terms of the CompanyGray 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 long-term investment.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.

     The following table sets forth a summary of the compensation of Gray’sour Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers for the yearyears ended December 31, 2008, 2007 and 2006.

     The following table describes each component of the All“All Other CompensationCompensation” column in the Summary“Summary Compensation tableTable.”

     The following table provides information about grants of plan-based awards granted to the named executive officers in 2006. The Company’s2008. Our plan-based awards include grants of stock options and restricted stock. During 2006,2008, no stock options or incentive or performance-based awards were granted to the named executive officers. Therefore, theThe 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 2006stock 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:awards granted in 2008: (1) the grant date; (2) the number of shares of 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 Gray’sour common stock on the date of grant; and (4) the grant date fair value of each equity award computed under SFAS 123(R).

     The following table provides information on the stock option awards held by the named executive officers at December 31, 2006.2008. This table includes unexercised and unvested stock option awards. Each stock option award is shown separately for each of the named executive officers. All stock option awards held by the named executive officers were vested as of December 31, 2006 except for one stock option award held by Mr. Howell. This stock option award will vest on September 20, 2007. The stock option award exercise prices shown below are rounded to two decimal points.

     The following table provides information on therestricted stock awards held by the named executive officers at December 31, 2006. This table includes vested and unvested stock awards.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 the Grayour common stock closing market price of $7.33$0.40 per share as of December 29, 2006,31, 2008, which was the last trading day of the year.

     None of the named executive officers exercised any stock options or similar instruments in 2006.     The following table provides information, for the named executive officers, on the number of shares of stock awards vested in 20062008 and the value realized by each before payment of any applicable withholding tax.

     The following table sets forth information on the pension benefits for the named executive officers under the Gray Pension Plan, which is a 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

     As described in Compensation“Compensation Discussion and Analysis,” the named executive officers do not have employment agreements nor agreements with the Companyus which provide severance in the event of a change in control except to the extent that the 2002 Long-Term2007 Long Term Incentive Plan, and the Director’s Restricted Stock Plan, the Pension Plan and the 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, of Gray, on December 29, 2006,31, 2008, given the named executive’sexecutive officer’s compensation and service levels as of such date and, if applicable, based on the Company’sour closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Gray 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 this 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 Gray’sour then

     The following table provideswith respect to any award. As of December 31, 2008, the named executive officers did not hold any option awards with intrinsic value (that is, the value based upon the Company’stheir options had an exercise price in excess of our common stock price, (and in the case of options less the exercise price)) of equity awards 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, as of December 29, 2006 and that would have been in-the-money on such date based upon the closing price of the Company’sour common stock on such date.

     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 Gray’sour 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 20062008 included the following compensation elements:

     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.

     In addition, Graywe adopted the Directors’ Restricted Stock Plan in 2003. Pursuant to that plan, Graywe may grant itsour directors restricted shares of Grayour 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 stock may be granted to each director in any calendar year.

     The table below presents the Directors’directors’ compensation for 2006.2008: