##### 



FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this Agreement) is made and
entered into as of this 19th day of May, 2003, by and between THE LIBERTY
CORPORATION, a South Carolina corporation (the Borrower), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Agent (the Agent) and a Bank.

R E C I T A L S:

The Borrower and the Agent are parties to a 364-Day Credit Agreement dated
as of March 21, 2001 (as amended by the First Amendment to Credit Agreement
dated as of October 2001, the Second Amendment to Credit Agreement dated March
19, 2002, the Third Amendment to Credit Agreement dated May 20, 2002, and as
may from time to time be further amended, restated or otherwise modified, the
Credit Agreement). Capitalized terms used in this Agreement which are not
otherwise defined in this Agreement shall have the respective meanings assigned
to them in the Credit Agreement.

The Borrower has requested that the Agent amend the Credit Agreement to
modify certain provisions of the Credit Agreement as more fully set forth
herein. Subject to the terms and conditions of this Agreement, the Agent is
willing to agree to the requested amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Capitalized Terms. All capitalized undefined terms used in
this Agreement shall have the meanings assigned thereto in the Credit
Agreement.

SECTION 2.1. Amendment to Definitions.

(a)  The definitions of the following quoted terms which are set forth in
Section 1.01 of the Credit Agreement are hereby amended in their entirety as
follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated EBIT for any period means the sum of (i)
Consolidated Net Income for such period; (ii) Consolidated Interest
Expense for such period; (iii) taxes on income of the Borrower and its
Consolidated Subsidiaries for such period to the extent deducted in
determining Consolidated Net Income for such period; (iv) losses from
Permitted Investments of the Borrower and its Consolidated Subsidiaries;
and (v) non-cash non-recurring charges or losses, if any of the Borrower
and its Consolidated Subsidiaries for such period, minus the sum of (a)
non-cash non-recurring gains, if any of the Borrower and its Consolidated
Subsidiaries for such period, (b) interest income of the Borrower and its
Consolidated Subsidiaries for such period, and (c) income from Permitted
Investments of the Borrower and its Consolidated Subsidiaries. In
determining Consolidated EBIT for any period, any Consolidated Subsidiary
acquired during such period by the Borrower or any other Consolidated
Subsidiary shall be included on a pro forma, historical basis (after
giving effect to any adjustments to Consolidated EBIT of such newly
acquired Consolidated Subsidiary, which such adjustments have been (x)
identified in writing by the Borrower at the time of such acquisition and
(y) approved by the Agent) as if it had been a Consolidated Subsidiary
for the entire period.                                                                                                                                                                
|
| | Consolidated EBITDA for any period means the sum of (i)
Consolidated Net Income for such period; (ii) Consolidated Interest
Expense for such period, (iii) taxes on income of the Borrower and its
Consolidated Subsidiaries for such period to the extent deducted in
determining Consolidated Net Income for such period, (iv) Depreciation
for such period, (v) amortization of intangible assets of the Borrower
and its Consolidated Subsidiaries for such period, (vi) losses from
Permitted Investments of the Borrower and its Consolidated Subsidiaries,
and (vii) non-cash non-recurring charges or losses, if any of the
Borrower and its Consolidated Subsidiaries for such period, minus the sum
of (a) non-cash non-recurring gains, if any of the Borrower and its
Consolidated Subsidiaries for such period, (b) interest income of the
Borrower and its Consolidated Subsidiaries for such period, (c) income
from Permitted Investments of the Borrower and its Consolidated
Subsidiaries for such period. In determining Consolidated EBITDA for any
period, any Consolidated Subsidiary acquired during such period by the
Borrower or any other Consolidated Subsidiary shall be included on a pro
forma, historical basis (after giving effect to any adjustments to
Consolidated EBITDA of such newly acquired Consolidated Subsidiary, which
such adjustments have been (x) identified in writing by the Borrower at
the time of such acquisition and (y) approved by the Agent) as if it had
been a Consolidated Subsidiary for the entire period.
|
| | Permitted Acquisition means any Acquisition or any Acquisition
Option by the Borrower or a Subsidiary of any business which is engaged
in the same or related line of business as the Borrower and its
Subsidiaries, with respect to which each of the following requirements
shall have been satisfied:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

16



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) as of the closing of any Acquisition, the execution of any
Binding Acquisition Option or the exercise of any Non-Binding Acquisition
Option, as applicable, such Acquisition, Binding Acquisition Option or
Non-Binding Acquisition Option, as applicable, has been approved and
recommended by the board of directors of the Person to be acquired or
from which such business is to be acquired;
|
| | (b) as of the closing of any Acquisition, the execution of any
Binding Acquisition Option or the exercise of any Non-Binding Acquisition
Option, as applicable, after giving effect thereto, the acquiring party
must not be insolvent and the Borrower and its Consolidated
Subsidiaries, on a consolidated basis, must not be insolvent (as
insolvent is defined in Section 4.14); and        
|
| | (c) as of the closing of any Acquisition, the execution of any
Binding Acquisition Option or the exercise of any Non-Binding Acquisition
Option, as applicable, no Default shall exist or occur as a result of,
and after giving effect to, such Acquisition, Binding Acquisition Option
or Non-Binding Acquisition Option, as applicable.                                                           
|
| | Permitted Investment means any investment (other than any
investment constituting an Acquisition) by the Borrower or any Subsidiary
made after the Closing Date to the extent the aggregate cost of
investments so made does not after December 31, 2002 exceed $75,000,000.                                                                                                                      
|
| | Termination Date shall mean May 18, 2004, as such date may be
extended from time to time in accordance with Section 2.05(b).                                                                                                                                                                                                                                                                      

(b)  Section 1.01 of the Credit Agreement is amended by adding the
following defined terms (in alphabetical order):



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Acquisition Option means the collective reference to all Binding
Acquisition Options and all Non-Binding Acquisition Options.                                                                                                                   
|
| | Binding Acquisition Option means any option of the Borrower or
any of its Subsidiaries to consummate any Acquisition, which such option
is not a Non-Binding Acquisition Option.                                                                
|
| | Non-Binding Acquisition Option means any option of the Borrower
or any of its Subsidiaries to consummate any Acquisition, which such
option may be cancelled at any time and for any reason without penalty by
the Borrower or its Subsidiaries.

SECTION 2.2. Amendment to Section 2.06. The table set forth in Section
2.06(a)(ii) of the Credit Agreement is hereby deleted in its entirety and the
following table is substituted in lieu thereof:

|                                                             |  |                   |       |  
|------------------------------------------------------------ |  | ----------------- | ----- | -
|Leverage Ratio                                               |  | Applicable Margin
|                                                             |  |                  
|Less than or equal to
1.0 to 1.0                             |  |                   | 0.625 | %
|                                                             |  |                   |       |  
|Less than or equal to
1.5 to 1.0 but greater
than 1.0 to 1.0 |  |                   | 0.750 | %
|                                                             |  |                   |       |  
|Less than or equal to
2.0 to 1.0 but greater
than 1.5 to 1.0 |  |                   | 0.875 | %
|                                                             |  |                   |       |  
|Less than or equal to
2.5 to 1.0 but greater
than 2.0 to 1.0 |  |                   | 1.125 | %
|                                                             |  |                   |       |  
|Greater than 2.5 to
1.0                                      |  |                   | 1.375 | %

17



---



##### 



SECTION 2.3. Amendment to Section 2.07. The table set forth in Section
2.07(a) of the Credit Agreement is hereby deleted in its entirety and the
following table is substituted in lieu thereof:

|                                                              |  |                |       |  
|------------------------------------------------------------- |  | -------------- | ----- | -
|Leverage Ratio                                                |  | Commitment Fee
|                                                              |  |               
|Less than or equal to
1.0 to 1.0                              |  |                | 0.125 | %
|                                                              |  |                |       |  
|Less than or equal to
1.5 to 1.0 but greater
than 1.0 to 1.0  |  |                | 0.175 | %
|                                                              |  |                |       |  
|Less than or equal to
2.0 to 1.0 but greater
than 1.50 to 1.0 |  |                | 0.225 | %
|                                                              |  |                |       |  
|Less than or equal to
2.5 to 1.0 but greater
than 2.0 to 1.0  |  |                | 0.275 | %
|                                                              |  |                |       |  
|Greater than 2.5 to
1.0                                       |  |                | 0.325 | %

SECTION 2.4. Amendment to Section 5.03. Section 5.03 of the Credit
Agreement is hereby amended by deleting the number 2.5 located in the fourth
line of such section and inserting the number 3.0 in lieu thereof.

SECTION 2.5. Amendment to Section 5.05. Section 5.05 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SECTION 5.05 Restricted Payments. The Borrower will not declare or
make any Restricted Payment if the amount of such Restricted Payment,
when aggregated with all other Restricted Payments made after December
31, 2002, would exceed the sum of (a) $100,000,000 plus (b) fifty percent
(50%) of cumulative Net Income of the Borrower for all fiscal periods
beginning January 1, 2003; provided that: (i) in no event shall the
Borrower declare or make any Restricted Payment if after giving effect to
the payment of any such Restricted Payment, a Default shall have occurred
and be continuing; and (ii) for purposes of this Section 5.05 only, Net
Income shall be determined without regard to any effect on Net Income
resulting solely from any treatment of post-retirement benefits of the
Borrower and its Consolidated Subsidiaries required by Financial
Accounting Standards Board Statement No. 106.

SECTION 2.6. Amendment to Section 5.08. Section 5.08 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SECTION 5.08 Investments. The Borrower and its Subsidiaries shall
not make investments in any Person except investments (i) in direct
obligations of the United States Government maturing within one year,
(ii) in certificates of deposit issued by a commercial bank whose credit
is satisfactory to the Agent, (iii) in commercial paper rated A-1 or the
equivalent thereof by Standard & Poors Corporation or P-I or the
equivalent thereof by Moodys Investors Service, Inc. and in either case
maturing within 6 months after the date of acquisition, (iv) in tender
bonds the payment of the principal of and interest on which is fully
supported by a letter of credit issued by a United States bank whose
long-term certificates of deposit are rated at least AA or the equivalent
thereof by Standard & Poors Corporation and Aa or the equivalent thereof
by Moodys Investors Service, Inc., (v) constituting Permitted
Investments, and (vi) constituting Permitted Acquisitions.

18



---



##### 



SECTION 3. Conditions to Effectiveness. The effectiveness of this
Agreement and the obligations of the Agent hereunder are subject to the
following conditions, unless the Required Banks waive such conditions:



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) receipt by the Agent of a duly executed counterpart of this
Agreement signed by the Borrower;                                                                                
|
| | (b) payment of all outstanding fees and expenses due and payable to
the Agent, including, without limitation, the reasonable fees and
disbursements of counsel for the Agent; and
|
| | (c) the representations and warranties of the Borrower contained in
Section 5 of this Agreement shall be true on and as of the date hereof.                                      

SECTION 4. Effect of Amendment. Except as expressly amended hereby, the
Credit Agreement and the other Loan Documents shall be and remain in full force
and effect. The amendment granted herein is specific and limited and shall not
constitute a modification, acceptance or waiver of any other provision of or
default under the Credit Agreement, the other Loan Documents or any other
document or instrument entered into in connection therewith or a future
modification, acceptance or waiver of the provisions set forth therein (except
to the extent necessary to give effect to the specific amendment set forth
herein).

SECTION 5. Representations and Warranties.

(a)  By its execution hereof, the Borrower hereby certifies that each of
the representations and warranties set forth in the Credit Agreement and the
other Loan Documents is true and correct as of the date hereof as if fully set
forth herein and that no Default or Event of Default has occurred and is
continuing as of the date hereof.

(b)  By its execution hereof, the Borrower hereby represents and warrants
that the Borrower has the right, power and authority and has taken all
necessary corporate or other action to authorize the execution, delivery and
performance of this Agreement and each other document executed in connection
herewith to which it is a party in accordance with their respective terms.

(c)  This Agreement and each other document executed in connection herewith
has been duly executed and delivered by the duly authorized officers of the
Borrower, and each such document constitutes the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms.

SECTION 6. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket fees and expenses of the Agent in connection with the
preparation, execution and delivery of this Agreement, including, without
limitation, the reasonable fees and disbursements of counsel for the Agent.

SECTION 7. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same agreement.

SECTION 8. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Georgia.

SECTION 9. Fax Transmission. A facsimile, telecopy or other reproduction
of this Agreement may be executed by one or more parties hereto, and an
executed copy of this Agreement may be delivered by one or more parties hereto
by facsimile or similar instantaneous electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Agreement as well as any facsimile, telecopy or
other reproduction hereof.

SECTION 10. Effective Date. This Agreement shall be effective as of May
19, 2003.

[Signature Page Follows]

19



---



##### 



IN WITNESS WHEREOF, the parties hereto have executed and delivered, or
have caused their respective duly authorized officers or representatives to
execute and deliver, this Agreement as of the day and year first above written.



| | BORROWER:
| | ---------



| | THE LIBERTY CORPORATION
| | -----------------------



| | By:_____________________________
Name:___________________________
Title:____________________________
| | ----------------------------------------------------------------------------------------------------



| | WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and a Bank
| | --------------------------------------------------------



| | By:_____________________________
Name:___________________________
Title:____________________________
| | ----------------------------------------------------------------------------------------------------

20