THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Gray Television, Inc. (GTN)

4/14/2006 Proxy Information

Hilton H. Howell is the son-in-law of Mr. J. Mack Robinson and Mrs. Harriett J. Robinson, both members of Gray’s Board of Directors.

Mr. Deaver served as Gray Television, Inc.’s Regional Vice President-Texas from October 1999 until his retirement in December 2001.

J. Mack Robinson, Chairman and Chief Executive Officer and a director of Gray, has been Chairman Emeritus of Triple Crown Media, Inc. (“TCM”) since December 30, 2005 and previously served as Chairman of the Board of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Robinson is also the beneficial owner of outstanding shares of TCM common stock (including certain shares as to which such beneficial ownership is disclaimed by Mr. Robinson). Robert S. Prather, Jr., President and Chief Operating Officer and a director of Gray, has been Chairman of TCM since December 30, 2005 and was President, Chief Executive Officer and a director of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Prather is also the beneficial owner of outstanding shares of TCM common stock (including certain shares as to which such beneficial ownership is disclaimed by Mr. Prather). Hilton H. Howell, Jr., Vice Chairman and a director of Gray, has been a director of Triple Crown Media, Inc. since December 30, 2005 and was Vice President, Secretary and a director of Bull Run Corporation from 1994 until its 2005 merger with TCM. Mr. Howell is also the beneficial owner of outstanding shares of TCM.

Through a rights-sharing agreement with Host Communications, Inc. (“Host”), a wholly owned subsidiary of Triple Crown Media, Inc., a related party, the Company participates jointly with Host in the marketing, selling and broadcasting of certain collegiate sporting events and in related programming, production and other associated activities related to the University of Kentucky. This initial agreement commenced April 1, 2000 and terminated April 15, 2005. The Company shared with Host the profit or loss from these activities. Individual revenues and expenses under this agreement were not separately recorded in the Company’s statement of operations; rather the net amount received is included in broadcasting revenues. The Company’s operating results for 2005, 2004 and 2003 include net profit from these activities of $123,356, $101,475 and $104,396, respectively. As a result of the rights-sharing agreement, in certain circumstances, the Company could be called upon for payment of a share of certain upfront rights fees. During 2003, the Company paid $1.5 million to Host as an advance under this provision. No similar payments were made in 2004 or 2005. As of December 31, 2005 and 2004, the Company had $1.6 million and $1.4 million, respectively, recorded as a related party receivable. Between January 1, 2006 and February 17, 2006, the Company received payments totaling $1.6 million for full payment of the related party receivables.

On October 12, 2004, the University of Kentucky jointly awarded a new sports marketing agreement to the Company and Host. The new agreement commenced on April 16, 2005 and has an initial term of seven years with the option to extend the license for three additional years. Aggregate license fees to be paid to the University of Kentucky over a full ten year term for the agreement will approximate $80.5 million. The Company and Host will share equally the cost of the license fees. Under the new sports marketing agreement, the Company paid $1.8 million to the University of Kentucky and recognized a loss of $137,000 during 2005.

On April 22, 2002, Gray issued $40 million (4,000 shares) of a redeemable and convertible preferred stock to a group of private investors and designated it as Series C Preferred Stock. As part of the transaction, holders of Gray’s Series A and Series B Preferred Stock, which included J. Mack Robinson, Harriett J. Robinson and certain of their affiliates, exchanged all of the outstanding shares of each respective series, an aggregate fair value of approximately $8.6 million, for an equal number of shares of the Series C Preferred Stock. On August 4, 2004, a special committee of independent directors authorized and approved the repurchase of 36 shares of Series C Convertible Preferred shares of stock from Mr. Robinson at its stated redemption price of $10,000 per share. During 2005, Gray paid preferred stock dividends of approximately $659,200 to the affiliated holders of the Series C Preferred Stock.

Gray obtains certain workers compensation insurance coverage from Georgia Casualty & Surety Co., which is a wholly-owned subsidiary of Atlantic American Corporation, a publicly traded company in which J. Mack Robinson and certain of his affiliates have a substantial ownership interest. During 2005, Gray paid insurance premiums of approximately $440,831 to Georgia Casualty.

Gray obtains certain liability, umbrella and workers’ compensation insurance coverages through Insurance Associates of Georgia, an insurance agency which is owned by a son-in-law of Hugh E. Norton, a director of Gray. During 2005, in connection with these coverages, Insurance Associates of Georgia retained commissions of $ 236,582 paid to it by the various insurance companies providing insurance to Gray and paid $98,426 of such commissions to Norco, Inc. an insurance agency of which Mr. Norton is President and which is owned by Mr. Norton’s wife and daughter. The board has reviewed these arrangements and has determined that, notwithstanding these payments, Mr. Norton is independent within the meaning of Section 303A.02(b) of the NYSE listing standards as further explained under the heading “Corporate Governance.”

On December 30, 2005, the Company completed the previously announced spin-off of Triple Crown Media, Inc. Also on December 30, 2005, Triple Crown Media and Bull Run Corporation completed the merger of Bull Run Corporation into a subsidiary of Triple Crown Media. As a result of the spin-off and merger, the Company’s shareholders as of December 30, 2005 owned approximately 95% of Triple Crown Media’s outstanding common stock and certain former holders of Bull Run Corporation held the remaining 5%.

Each of J. Mack Robinson, a director and the Company’s Chairman and Chief Executive Officer; Robert S. Prather, Jr. , a director and the Company’s President and Chief Operating Officer; and Hilton H. Howell, Jr. a director and the Vice Chairman of the Company had a material interest in the Triple Crown Media/Bull Run Corporation spin-off and merger. Each was a director and officer of Bull Run Corporation. Mr. Prather and Mr. Howell are directors and officers of Triple Crown Media. Each received cash, common stock and options as part of the merger. Also, as part of the merger Mr. Robinson received preferred stock and was released from a $58.9 million personal guaranty of Bull Run Corporation. The merger and these interests are more particularly described in the Triple Crown Media’s November 29, 2005 Proxy Statement/Prospectus/Information Statement that was previously distributed to our shareholders, a copy of which is available at www.sec.gov and www.gray.tv.