EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



 Exhibit 10.8 
  
 MEDIA GENERAL, INC. 
  
 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN 
  
 Amended and Restated 
  
 Effective November 24, 2003 
  
 Media General, Inc., hereby amends and restates the Media General, Inc., Executive Supplemental Retirement Plan (the “Plan”) for the benefit of the eligible officers and executive employees of Media General,
Inc., and its wholly owned subsidiaries (collectively the “Company”) that was originally adopted on May 24, 1979, and amended and restated from time to time. 
  
 1. Purpose. The Plan is intended to advance the interests of the Company by providing certain of its officers and
other key executive employees with supplemental retirement benefits and thus an additional incentive to promote the success of the Company and to encourage the employees to remain employed by the Company. The Plan is intended to be (and shall be
construed and administered as) an “employee pension benefit plan” under the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is unfunded and maintained by the Company solely to provide retirement
income to a select group of management or highly compensated employees, as such group is described under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 
  
 2. Administration of Plan. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the
“Committee”). 







 3. Eligibility and Participation. Any salaried executive employee of the Company shall be eligible
to participate in the Plan. 
  
 From the employees eligible to
participate in the Plan, the Committee may from time to time select those employees whom the Committee shall recommend to the Board for participation in the Plan. In selecting those employees who shall be recommended at any time, the Committee shall
consider the position and responsibilities of the eligible employees, the value of their services to the Company and such other factors as the Committee deems pertinent. 
  
 As promptly as practicable after the Committee shall have made recommendations to the Board, the Board shall review the
recommendations of the Committee and in the Board’s discretion designate all or any number of those employees as shall have been recommended by the Committee as participants in the Plan. Set forth in Exhibit A and in Exhibits B and C attached
hereto are the Participants and Special Participants, respectively, who have been designated from time to time. 
  
 4. Supplemental Retirement Benefit. 
  
 (a) The Company shall pay a supplemental retirement benefit to each Participant upon his retirement after attaining age fifty-five (55). Upon the death of
a Participant, a death benefit will be paid to his spouse or designated beneficiary in accordance with the provisions of paragraph 6 hereof. 
  
 (b) Subject to the provisions of (c), (d), (e) and (f) of this paragraph 4, the amount of the supplemental retirement benefit payable to a Participant
shall be equal to the difference between the amounts determined under (1) and (2), as follows: 
  
 (1) An amount equal to 55% of the Participant’s average annual compensation for the five calendar years of his employment by the
Company prior to his death or retirement during which his compensation 
  

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 was the highest. If the Participant has been employed by the Company for less than five years, the
average compensation for such number of years shall be used in this computation. 
  
 (2) An amount equal to the total of the annual retirement benefits the Participant is entitled to receive under the Employees Retirement
Plan of the Participating Companies of Media General, Inc. (the “Retirement Plan”) and all other retirement plans or benefit arrangements providing for a pension payable with respect to the Participant’s employment by the Company or
any other employer (collectively, the “Pension Plans”). For purposes of this Plan, the joint and survivor annuity provided under such Employees’ Retirement Plan and the comparable form of benefit under any other retirement plan or
benefit arrangement taken into account in this computation shall be deemed to be the applicable form of benefit. Distributions under the MG Advantage 401(k) Plan or Media General, Inc. Deferred Compensation Plan shall not be taken into account in
this computation, and in the case of Participants who are admitted to the Plan on or after January 1, 1991, benefits provided under a plan or arrangement that is sponsored by an employer other than the Company shall not be included in the
determination of the amount under this paragraph 4(b)(2). 
  
 No benefit shall be
payable if the amount computed under (2) equals or exceeds the amount computed under (1). 
  
 For purposes of the Plan, a Participant’s compensation for a calendar year shall mean the sum of (i) a Participant’s highest base rate salary that is payable during the calendar year and (ii) the Incentive
Bonus that is payable to such Participant with respect to the prior calendar year. The determination of compensation shall be made for each calendar year during which a Participant is employed by the Company irrespective of the number of days during
each such calendar year that the Participant is actually employed by the Company. In the case of a Participant who is entitled to receive supplemental disability payments under paragraph 5, the benefit payable under paragraph 5 shall be treated as
compensation for purposes of paragraph 4. 
  
 (c) The benefit
payments provided in paragraph 4(b) shall be reduced if such payments commence upon the Participant’s retirement prior to attaining age sixty-three (63). If a 
  

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 Participant retires prior to attaining age sixty-three (63), the benefit payment shall be an amount equal to the amount
of the benefit payment computed as provided in paragraph 4(b) multiplied by the applicable factor in the table set forth below: 
  

			
	Age at Retirement

	  	Reduced Benefit Factor


	62	  	92.3%
	61	  	84.6%
	60	  	76.9%
	59	  	70.7%
	58	  	64.6%
	57	  	58.4%
	56	  	53.8%
	55	  	49.2%

  
 The reduction of any benefit payment
required by this paragraph 4(c) can be waived by the Committee in its sole discretion. 
  

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 (d) If a Participant who enters the Plan on or after January 1, 1991, terminates his employment with the
Company, other than on account of his death or disability, prior to completing 15 full years of service to the Company after his admission to the Plan, the percentage of average annual compensation used to determine the amount in paragraph 4(b)(1)
shall be reduced to the following percentage: 
  

			
	Years of Service (in Plan)

	  	Benefit Percentage


	14	  	54%
	13	  	53%
	12	  	52%
	11	  	51%
	10	  	50%
	  9	  	45%
	  8	  	40%
	  7	  	35%
	  6	  	30%
	  5	  	25%
	  4	  	20%
	  3	  	15%
	  2	  	10%
	  1	  	5%
	  0	  	0%

  
 (e) If a Participant
who entered the Plan prior to January 1, 1991 terminates his employment with the Company prior to January 1, 1996, other than on account of his death or disability, the percentage of average annual compensation provided in paragraph 4(b)(1) shall be
reduced to the following percentage: 
  

			
	Year Employment Terminates

	  	Benefit Percentage


	1995	  	54%
	1994	  	53%
	1993	  	52%
	1992	  	51%
	1991	  	50%

  
 (f) The benefit
payment computed under paragraph 4(b), as reduced by paragraphs 4(c) and 4(d), shall be an annual amount which shall be payable in monthly installments commencing on the first day of the first month following the termination of the
Participant’s employment by the Company and terminating with the last installment paid prior to the Participant’s death. 
  

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 (g) At the Participant’s option, he may elect, at least ninety (90) days prior to the time benefit
payments are first payable hereunder, to receive reduced benefit payments in exchange for the Company’s agreement to make one hundred and twenty (120) monthly payments under the Plan irrespective of the death of the Participant and/or his
spouse. The amount of the reduction of the benefit to be paid to the Participant and to his spouse upon his death will be determined by an actuarial consulting firm selected by the Company. The Participant shall designate who shall be the recipient
of the guaranteed payments upon the death of the survivor of the Participant and his spouse. In the absence of such designation, payments shall be made to the Participant’s estate. 
  
 (h) Notwithstanding the foregoing provisions, Special Participants shall be entitled to receive only those supplemental
retirement benefits specified in Exhibits B and C respectively. 
  
 5. Supplemental Disability Benefit. 
  
 (a) In
the event a Participant terminates his employment by the Company on account of his disability, which for purposes of the Plan is defined as the inability to perform the services required by his position with the Company by reason of any medically
determinable, physical or mental impairment which can be expected to be of long-continued and indefinite duration, he will not be treated as having retired from the Company during the period of his disability for purposes of paragraph 4, and he will
be paid a supplemental disability benefit until the earlier of (i) the date he resumes his employment with the Company in his former position, or (ii) the date he attains the age of sixty three (63). 
  

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 (b) The supplemental disability benefit shall be an amount equal to the difference between the amounts
determined under (1) and (2) below as follows: 
  
 (1) An amount equal to the Participant’s base compensation for the year in which he becomes disabled plus an amount equal to the incentive bonus, if any, that is payable to such Participant with respect to the calendar year next
preceding the year in which he becomes disabled. Such amount will be increased or decreased for each subsequent calendar year by a factor that is equal to the increase or decrease in the average covered compensation of all participants in the
Employees Retirement Plan of Media General, Inc., from year to year. 
  
 (2) An amount equal to the aggregate amount of compensation received by the Participant with respect to services performed by the Participant for the Company and any other employer (including the Participant himself
in the case of self-employment income) during the period he is receiving supplemental disability payments hereunder plus an amount equal to the Social Security benefits, if any, that such Participant is entitled to receive during the period.

  
 (c) The supplemental disability benefit payment provided in
paragraph 5(b) shall be an annual amount which shall be payable in monthly installments commencing on the first day of the first month following the suspension of the Participant’s employment by the Company on account of his disability and
continuing until he resumes his employment with the Company in his former position or until he attains the age of sixty-three (63). 
  
 (d) If a Participant attains the age of sixty-three (63) while he is entitled to receive supplemental disability benefit payments under the Plan, he will
be deemed to have retired from the Company for purposes of paragraph 4 as of such date, and such supplemental disability benefit payments will cease and he will be entitled to receive the benefit payment computed under paragraph 4 commencing on the
first day of the first month following such date. 
  
 (e)
Notwithstanding the foregoing provisions, Special Participants shall not be entitled to any disability benefits. 
  
 6. Death Benefit. 
  
 (a) Upon the death of a Participant receiving or entitled to receive benefit payments under the Plan, the Company shall pay a death benefit as hereinafter
provided. 
  

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 (b) A spouse’s benefit shall be payable only in the event the Participant was married to the spouse
at the time of the termination of the Participant’s employment by the Company. 
  
 (c) The benefit payable to a Participant’s spouse shall be an amount equal to the difference between the amounts computed under (1) and (2) as follows: 
  
 (1) An amount equal to 80% of the amount determined under
paragraph 4(b)(1). 
  
 (2) An amount equal to the
total of the benefits the Participant’s spouse is entitled to receive under the Pension Plans taken in account in computing the amount under paragraph 4(b)(2). 
  
 No benefit shall be payable hereunder if the amount computed under (2) equals or exceeds the amount computed under (1). If the Participant
has made an election to receive a reduced benefit pursuant to paragraph 4(g), the amount of the spouse’s benefit will be determined by an actuarial consulting firm selected by the Company at the time such election is made. 
  
 (d) The spouse’s benefit shall be paid to the surviving spouse in
monthly installments commencing on the first day of the first month following the Participant’s death and continuing until the death or remarriage of the surviving spouse. 
  
 (e) In the event of the death of a Participant prior to the termination of his employment by the Company, the spouse’s
benefit shall nevertheless be payable as provided herein. 
  
 (f)
Upon the death of a Participant who has not retired and who is not married at the time of his death, the Company shall pay to the estate of such Participant a lump sum payment equal to the present value of the benefit payments that would have been
made to such Participant pursuant to paragraph 4 during the 10 year period following his death determined as if 
  

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 such Participant had retired at age sixty-three (63) and lived for ten (10) years. In determining such present value, the
discount rate shall be a rate equal to the yield on 10 year government obligations determined on the last day of the month next preceding the lump sum payment hereunder, which payment shall be made within ninety (90) days of the date of the
Participant’s death. 
  
 (g) Notwithstanding the foregoing
provisions, a surviving spouse of a Special Participant shall be entitled to a spousal benefit only in accordance with the schedule on Exhibit B. No other benefit shall be payable to any other person. 
  
 7. Election of In-Service Distributions. 
  
 (a) Eligibility. A Participant who has at least fifteen (15) full years of
service with the Company after his admission to the Plan, who has attained the age of 65 and who has remained in the employ of the Company may elect to begin in-service distributions of his supplemental retirement benefit. 
  
 (b) Election of Benefit. A Participant satisfying the eligibility
requirements of paragraph 7(a) may make an irrevocable written election to begin receiving in-service payments. Such written election must be filed with the Company not later than the January 1 of the year prior to the year in which the Participant
wishes to begin receiving in-service payments; provided, however, that a Participant who is eligible to make such election as of the effective date of this amendment shall make such an election not later than December 25 of that year in order to
receive an initial distribution in that year. An election made under this paragraph 7(b) shall override all other provisions of the Plan that set forth distribution rules, and the Participant’s and Spouse’s benefits shall be paid under the
provisions of this paragraph 7. 
  

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 (c) Definitions 
  

(1) Accrued Benefit. Accrued Benefit means the supplemental retirement benefit that a Participant has earned, calculated under
paragraph 4(b), based on his five-year average annual compensation as of the effective date of benefit determination. 
  
 (2) Actuarial Equivalent. Actuarial Equivalent means a benefit of equal value computed using the interest and mortality assumptions
specified under the terms of the Retirement Plan. 
  
 (3) In-Service Distribution Date. In-Service Distribution Date means the date as of which in-service distributions are calculated and begin. 
  
 (4) Gross Supplemental Retirement Benefit. Gross Supplemental Retirement Benefit means the benefit calculated prior to any qualified plan
offsets (but after any reductions due to a Participant’s prior election to exchange benefits under this Plan for rights in and to a life insurance contract under the provisions of this Plan prior to November 24, 2003). 
  
 (d) Payment of In-Service Distribution. The lump sum present value shall be
calculated equal to the Actuarial Equivalent of a Participant’s Accrued Benefit determined as of a Participant’s In-Service Distribution Date. If a Participant made a prior election to exchange benefits under this Plan for rights in and to
a life insurance contract under the provisions of this plan prior to November 24, 2003, that Participant’s lump sum present value shall be reduced by the premium payments actually made by the Company prior to November 24, 2003. The Participant
shall receive payment of the lump sum present value in two parts as follows: 
  
 (1) 35% of the Participant’s lump sum benefit as of his In-Service Distribution Date shall be payable on, or as soon as administratively practical following, his In-Service Distribution Date; and, 
  
 (2) the remaining present value will be paid as a life
annuity in annual installments commencing on the first day of January of the second year following his In-Service Distribution Date. 
  
 (e) Termination of Employment. Upon the Participant’s termination of employment or retirement following the election of in-service distributions
under this paragraph 7, the Participant shall continue to receive payments of his benefit in the form elected at his In-Service Distribution Date. 
  

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 (f) Death of Participant. Upon the death of a Participant receiving benefit payments under this paragraph
7, a spouse’s benefit shall be payable only in the event the Participant was married to the spouse at the time of the termination of Participant’s employment by the Company. The benefit payable to the Participant’s spouse shall be an
amount equal to the difference between the amounts computed under (1) and (2) as follows: 
  
 (1) an amount equal to 80% of the Participant’s Gross Supplemental Retirement Benefit determined at the Participant’s In-Service
Distribution Date, reduced by the lump sum benefit amount determined under paragraph 7(d)(1), minus 
  
 (2) an amount equal to the total of the benefit the Participant’s spouse is entitled to receive under the Pension Plans determined as
of the Participant’s In-Service Distribution Date. 
  
 The spouse’s
benefit shall be paid to the surviving spouse in annual installments commencing on the later of the first day on which benefits would have been payable to the Participant under paragraph 7(d)(2) or the first day of the first month following the
Participant’s death. Such benefit shall continue until the death or remarriage of the surviving spouse. 
  
 (g) Limitation of Benefits. In no event shall the payments made to an electing Participant pursuant to this paragraph 7 be more than the total payments
that Participant would have received pursuant to the Plan had that Participant actually retired from the Company at the time of the Participant’s paragraph 7(b) election. The Company specifically shall apply this requirement before making any
payments pursuant to paragraph 7(d) and before making any payments pursuant to paragraphs 7(e) or 7(f). 
  

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 8. Non-Compete Provision. A Participant shall not, without the written consent of the Company,
directly or indirectly enter into or in any manner take part in any business, profession or other endeavor which shall be in competition with the business of the Company, either as an employee, agent, independent contractor, owner or otherwise in
any state in which the Company is conducting business. 
  
 9.
Miscellaneous Provisions. 
  
 (a) No Participant or spouse
shall have any right to receive benefits under the Plan prior to the termination of the Participant’s employment by the Company. 
  
 (b) In the event of the termination of a Participant’s employment by the Company prior to his death, disability or retirement, or in the event a
Participant breaches the noncompete provision in paragraph 8, all rights of the Participant and his spouse and all obligations of the Company under the Plan shall cease. 
  
 (c) The Plan shall be unfunded for federal income tax purposes and for purposes of Title I of ERISA. The Plan constitutes a
mere promise by the Company to make future benefit payments. Nevertheless, for the convenience of the Company, a trust fund may be established to segregate certain assets for the purpose of paying benefits under the Plan. The Company shall be the
beneficial owner of such assets, and no Participants or Beneficiary shall have any right, title, or interest in or to any such assets. 
  
 (d) Benefits payable to or for the benefit of a Participant or Beneficiary shall not be assignable and shall not be subject to the claims of creditors of
such Participant or Beneficiary. 
  
 (e) The Company reserves the
right at any time to amend, modify or terminate the Plan, in whole or in part. Any such amendment, modification or termination of the Plan shall 
  

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 be made by a resolution adopted by the Board of Directors and distributed to Participants within sixty (60) days from the
later of the date of adoption or the effective of such action; provided, however, that the Company shall not amend the Plan retroactively in such a manner as to deprive any Participant or Beneficiary of any benefit to the extent that such benefit
was accrued and vested prior to the amendment, modification or termination. 
  
 (f) A Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for
herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payment of any debts or judgments, or be reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise.

  
 10. Waiver of Vesting and Benefit Accrual Limitations.
The Board may, in its sole discretion, waive, modify or amend all or any portion of the provisions of the Plan that have the effect of limiting the amount or the timing of payments that are to be made under the Plan. Such action by the Board may be
made on a case by case basis or may be made with respect to all Participants. 
  
 11. Claims Procedure. Any claim by a Participant or his Beneficiary (hereafter “Claimant”) for benefits shall be submitted to the Committee. The Committee shall be responsible for deciding whether
such claim is within the scope provided by the Plan (a “Covered Claim”) and for providing full and fair review of the decision with respect to such claim. In addition, the Committee shall provide a full and fair review in accordance with
ERISA, including without limitation Section 503 thereof. 
  

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 Each Claimant or other interested person shall file with the Committee such pertinent information as the
Committee may specify, and in such manner and form as the Committee may specify and provide, and such person shall not have any rights or be entitled to any benefits or further benefits hereunder, as the case may be, unless such information is filed
by the Claimant or on behalf of the Claimant. Each Claimant shall supply at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered
Claim or if the Claimant shall fail to furnish such proof as is requested, no benefits or no further benefits hereunder, as the case may be, shall be payable to such Claimant. 
  
 Notice of a decision by the Committee with respect to a claim shall be furnished to the Claimant within ninety (90) days
following the receipt of the claim by the Committee (or within ninety (90) days following the expiration of the initial ninety (90) day period, in a case where there are special circumstances requiring extension of time for processing the claim). If
special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Committee to the Claimant prior to the expiration of the initial ninety (90) day period. The notice of extension
shall indicate the special circumstances requiring the extension and the date by which the notice of decisions with respect to the claim shall be furnished. Commencement of benefit payments shall constitute notice of approval of a claim to the
extent of the amount of the approved benefit. If such claim is wholly or partially denied, such notice shall be in writing and worded in a manner calculated to be understood by the Claimant, and shall set forth (i) the specific reason or reasons for
the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an 
  

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 explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s claims review
procedure. If the Committee fails to notify the Claimant of the decision regarding his or her claim in accordance with these “Claims Procedure” provisions, the claim shall be deemed denied and the Claimant shall then be permitted to
proceed with the claims review procedure provided herein. 
  
 Within sixty (60) days following receipt by the Claimant of notice of the claim denial, or within sixty (60) days following the close of the ninety (90) day period referred to herein, or if the Committee fails to notify the Claimant of the
decision within such ninety (90) day period, the Claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision
denying the claim. Prior to the decision of the Committee, the Claimant shall be given an opportunity to review pertinent documents and to submit issues and comments to the Committee in writing. The decision of the Committee shall be made within
sixty (60) days following receipt by the Committee of the request for review (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing such denied
claim). The Committee shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review. 
  
 For all purposes under the Plan, the decision with respect to a claim if no
review is requested and the decision with respect to a claim if review is requested shall be final, binding and conclusive on all interested parties as to matters relating to the Plan. 
  

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 IN WITNESS WHEREOF, the Plan has been duly amended, restated as of the 24th day of November, 2003. 
  

			
	 MEDIA GENERAL, INC.

		
	 By
	 	 /s/ Marshall N. Morton




  

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