Edgar Filing: LIBERTY CORP

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The Liberty Corporation
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(LIBERTY LETTERHEAD)

March 27, 2002

Dear Shareholder:

We cordially invite you to attend the 2002 Annual Meeting of Shareholders
of The Liberty Corporation on Tuesday, May 7, 2002, at 10:30 a.m. at the Westin
Poinsett Hotel located at 120 South Main Street, Greenville, South Carolina
29601.

The accompanying Notice of Meeting and Proxy Statement describe the matters
to be considered and voted upon at the meeting. We will also review the major
Company developments in 2001.

Your participation in the affairs of Liberty is important, regardless of
the number of shares you hold. To ensure your representation at the meeting,
whether or not you attend, please complete and return the enclosed proxy card as
soon as possible.

We look forward to seeing you on May 7. Coffee will be served prior to the
meeting, when the members of the Board of Directors hope to visit with you.

Cordially,

/s/ HAYNE HIPP
Hayne Hipp
President

THE LIBERTY CORPORATION

135 SOUTH MAIN STREET
GREENVILLE, S. C. 29601

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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March 27, 2002

To the Shareholders of The Liberty Corporation:

The Annual Meeting of Shareholders of The Liberty Corporation will be held
at the Westin Poinsett Hotel located at 120 South Main Street, Greenville, South
Carolina, on Tuesday, May 7, 2002 at 10:30 a.m., local time, for the following
purposes:

1. To elect four directors to serve for the terms indicated in the
Proxy Statement.

2. To ratify the selection of independent public accountants.

3. To transact such other business as may properly come before the
meeting.

Holders of Common Stock at the close of business on March 15, 2002 will be
entitled to vote at the meeting or any adjournment thereof.

A copy of the 2001 Annual Report to Shareholders is enclosed.

By Order of the Board of Directors

Martha G. Williams
Vice President, General Counsel
& Secretary

EACH SHAREHOLDER IS URGED TO VOTE THE ENCLOSED PROXY PROMPTLY. IN THE EVENT
A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE MAY, IF HE WISHES, REVOKE HIS
PROXY AND VOTE HIS SHARES IN PERSON.

Mailing Date: March 27, 2002

THE LIBERTY CORPORATION

135 SOUTH MAIN STREET
GREENVILLE, S. C. 29601

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PROXY STATEMENT

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The 2002 Annual Meeting of Shareholders of The Liberty Corporation
("Liberty" or the "Company") will be held on May 7, 2002 for the purposes set
forth in the Notice of Annual Meeting. The accompanying form of proxy is
solicited on behalf of the Board of Directors in connection with this meeting
and any adjournment thereof. Directors, officers or employees of Liberty may
solicit proxies in person or by mail, telephone or other means of electronic
transmission. The cost of soliciting proxies will be borne by Liberty. Liberty
will also reimburse brokers, banks and other custodians, nominees and
fiduciaries for reasonable expenses incurred in forwarding proxy materials to
beneficial owners of the Company's stock and obtaining their voting
instructions.

Each shareholder is entitled to one vote for each share of Common Stock of
Liberty held at the close of business on March 15, 2002, the record date for the
Annual Meeting. On that date there were 19,745,878 shares of Common Stock
outstanding.

A proxy in the accompanying form that is properly executed, duly returned
and not revoked will be voted in accordance with instructions contained therein.
If no instructions are given with respect to a matter to be acted upon, proxies
will be voted in accordance with the recommendations of the Board of Directors
on such matter. A proxy may be revoked at any time before it is voted by written
notice to the Company's Corporate Secretary, by delivery of a later dated proxy,
or by attending the Annual Meeting and voting in person.

In voting on the election of directors, shareholders may vote in favor of
all nominees or withhold their votes as to some or all nominees. In voting on
the ratification of the selection of independent public accountants,
shareholders may vote FOR, AGAINST or ABSTAIN with respect to the proposal.
Unless other instructions are indicated on the proxy card, all properly executed
proxies received by the Company will be voted FOR the election of all the
nominees named under "Election of Directors" and FOR the selection of Ernst and
Young LLP as the Company's 2002 independent public accountants. Some proxies may
include broker non-votes. A broker non-vote occurs when a broker holding stock
in street name does not have discretion to vote the shares on a particular
matter without receiving specific instructions from the beneficial owner and no
such instructions have been received.

The election of directors is decided by a plurality of the shares voting in
person or by proxy at the Annual Meeting. Votes withheld and broker non-votes
will not be included in vote totals for director nominees and will have no
effect on the outcome of the election. The selection of independent public
accountants will be determined by a majority of the shares voting in person or
by proxy at the Annual Meeting. Abstentions and broker non-votes will not affect
the outcome of the vote on this matter.

The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares is necessary to constitute a quorum at the Annual
Meeting. Any proxy authorized to be voted at the meeting on any matter
(including on routine matters pursuant to the discretionary authority granted in
management's proxy), whether or not the proxy specifies to "WITHHOLD AUTHORITY",
to "ABSTAIN" or to effect a broker non-vote on any proposal, will be counted in
establishing a quorum.

ITEM 1. ELECTION OF DIRECTORS

INFORMATION RESPECTING THE BOARD AND NOMINEES

The Board, which held four meetings during 2001, has standing Audit,
Compensation, and Nominating Committees. The memberships and principal
responsibilities of these Committees are described below.

The Audit Committee, which met four times during 2001, currently includes
J. Thurston Roach, Chairman, William O. McCoy and John H. Mullin, III. The Audit
Committee is responsible for recommending to the Board of Directors the
engagement or discharge of the independent public accountants, reviewing with
the independent public accountants the plan and results of the audit engagement,
overseeing the engagement or discharge of internal audit accountants,
maintaining regular communication with the providers of the internal audit
function, reviewing the scope and results of the Company's internal audit
procedures, approving the services to be performed by the independent public
accountants, reviewing the degree of independence of the public accountants,
considering the range of audit and non-audit fees and reviewing the adequacy of
the Company's system of internal accounting controls.

The Compensation Committee, which met two times during 2001, currently
includes John R. Farmer, Chairman, Edward E. Crutchfield and Eugene E. Stone,
IV. This Committee establishes the salaries and other forms of executive
compensation for senior executives of the Company and its subsidiaries, develops
and maintains compensation plans for such senior executives and grants benefits
under such plans.

The Nominating Committee, which met one time since the last annual meeting,
currently includes W. W. Johnson, Chairman, Dr. Benjamin F. Payton and William
B. Timmerman. This Committee recommends selection to management and to the Board
of Directors of nominees for election as Directors and considers the performance
of incumbent Directors in determining whether to nominate them for re-election.
The Nominating Committee will consider nominees recommended by shareholders for
the 2003 meeting provided such nominations are made in writing in accordance
with the procedures set forth in the Company's Bylaws and are submitted no later
than November 28, 2002 to the Corporate Secretary at the Company's above-stated
address for referral to the Nominating Committee.

The Board of Directors is divided into three classes; and at each annual
meeting, one class is elected. The Nominating Committee has recommended the
election of Benjamin F. Payton as a Director to hold office for a term of one
year, expiring with the annual shareholders meeting to be held in 2003, and has
recommended the election of Frank E. Melton, John H. Mullin, III and Eugene E.
Stone, IV as Directors to hold office for terms of three years, expiring with
the annual shareholders meeting to be held in 2005. All Directors will continue
in office until their successors are duly elected and qualified. The terms of
office of the other six Directors continue until the annual meeting of
shareholders held in the year shown for their respective classes. The Board of
Directors and management concur in this recommendation.

Should any one or more of the nominees become unavailable to accept
nomination for election as a Director, the persons named in the enclosed proxy
will vote for the election of such other persons as

management may recommend, unless the Board reduces the number of Directors. The
nominees receiving a plurality of the votes cast will be elected as Directors.

Following is information about each nominee for Director or Director whose
term continues after the meeting, including certain biographical data.

NOMINEES FOR DIRECTOR

FOR A TERM EXPIRING IN MAY 2003:

BENJAMIN F. PAYTON is President of Tuskegee University, Tuskegee, Alabama.
He was elected a Director of Liberty in 1973 and is also a Director of AmSouth
Bancorporation, Praxair, Inc., and Ruby Tuesday, Inc. Dr. Payton is 69 years
old.

FOR TERMS EXPIRING IN MAY 2005:

FRANK E. MELTON has served as Chairman and Chief Executive Officer of TV-3,
Inc. Foundation since 1997. Prior to the purchase of Civic Communications
Corporation by Liberty, Mr. Melton was Chairman and Chief Executive Officer of
Civic, a television broadcasting company located in Jackson, Mississippi. He had
held this position since 1984. Mr. Melton was first elected a Director of
Liberty in 2001. He is 51 years old.

JOHN H. MULLIN, III is Chairman of Ridgeway Farm, LLC, a company engaged in
timber and agricultural activities, located in Brookneal, Virginia. He also
serves as a Director of Alex. Brown Realty, Inc. and Progress Energy, Inc. and
is a Trustee of The Putnam Funds. Mr. Mullin has served as a Director of Liberty
since 1989. He is 60 years old.

EUGENE E. STONE, IV, is Chief Executive Officer of Stone International,
LLC, a clothing manufacturer, located in Greenville, South Carolina. He has held
this position since April, 1999 and previously served as Chief Executive Officer
of Stone Manufacturing, LLC, and as Chairman of Umbro International, Inc. Mr.
Stone first became a Director of Liberty in 1996 and also serves as a Director
of The South Financial Group, Inc. He is 63 years old.

DIRECTORS CONTINUING IN OFFICE

TERMS EXPIRING IN MAY 2003:

HAYNE HIPP has served as Chief Executive Officer of Liberty since 1979 and
as Chairman since 1995. From 1981 until February 5, 2002, he also served as
President. Mr. Hipp has served as a Director of Liberty since 1977 and also
serves on the Board of SCANA Corporation. He is 62 years old.

J. THURSTON ROACH is a private investor. Previously, he served as President
and Chief Executive Officer of HaloSource Corporation, a chemtech company based
in Seattle, Washington, (10/00-10/01); as Chief Financial Officer and Senior
Vice President of Owens Corning (1/99-3/00) and as President of its North
American Building Materials Systems Business (2/98-12/98). Prior to that time,
Mr. Roach served as Vice Chairman of Simpson Investment Company (7/97-2/98) and
President of Simpson Timber Company (1/96-7/97). He was first elected a Director
of Liberty in 1994 and also serves as a Director of Deltic Timber Corporation
and CellFor Inc. Mr. Roach is 60 years old.

WILLIAM B. TIMMERMAN is Chairman of the Board, President and Chief
Executive Officer of SCANA Corporation, an energy and telecommunications company
located in Columbia, South Carolina. He has held these positions since March 1,
1997. Mr. Timmerman was elected President of SCANA in December 1995 and Chief
Operating Officer in August 1996. Mr. Timmerman was first elected a Director of
Liberty in 1997 and also serves as a Director of SCANA Corporation and ITC
DeltaCom, Inc. He is 55 years old.

FOR TERMS EXPIRING IN MAY 2004:

EDWARD E. CRUTCHFIELD is retired Chairman of Wachovia Corporation (formerly
First Union Corporation), a bank holding company, located in Charlotte, North
Carolina, where he also served as Chief Executive Officer until March 10, 2000.
Mr. Crutchfield has served as a Director of Liberty since 1989 and also serves
as a Director of VF Corporation. He is 60 years old.

JOHN R. FARMER is Senior Director of Goldman Sachs, London, England, an
investment banking firm. He assumed this position in 1999 and formerly served as
a Limited Partner of The Goldman Sachs Group, L.P., New York, New York. Mr.
Farmer was first elected a Director of Liberty in 1995. He is 63 years old.

WILLIAM O. MCCOY has been a partner with Franklin Street Partners, an
investment management firm located in Chapel Hill, North Carolina, since
December, 1997. From April, 1999, until August, 2000, Mr. McCoy served as
Interim Chancellor of the University of North Carolina at Chapel Hill, and from
February, 1995 until November, 1998, he served as Vice President and Chief
Financial Officer of the University of North Carolina. Mr. McCoy has served as a
Director of Liberty since 1984 and also serves as a Director of Progress Energy,
Inc., Fidelity Investments, North Carolina Capital Management Trust, Acterna
Corporation and Duke Realty Corporation. He is 68 years old.

EXECUTIVE COMPENSATION

The following information is given as to the chief executive officer and
the other four most highly compensated officers (collectively the "Senior
Executives") who received salary and bonus for 2001 from Liberty and its
subsidiaries of more than $100,000.

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------- ------------------------
SHARES
RESTRICTED UNDERLYING ALL OTHER
STOCK STOCK COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR SALARY ($) BONUS ($) ($) (2) OPTIONS (#) ($) (3)
------------------------------ ---- ---------- --------- ---------- ----------- ------------

James M. Keelor.................. 2001 $483,326 $ -0- $ -0- 75,000 $15,300
President of Liberty 2000 466,667 87,500 287,244 10,060 15,810
1999 403,845 135,877 207,500 -0- 15,360

Hayne Hipp....................... 2001 400,000 -0- 3,555,000 -0- 15,300
Chairman & CEO of Liberty 2000 450,000 412,500 1,113,350 -0- 14,648
1999 460,898 (4) 881,875 -0- 18,046

Howard L. Schrott................ 2001 370,847 -0- -0- 62,000 -0-
Chief Financial Officer of Liberty

Martha G. Williams............... 2001 275,000 -0- 888,750 35,000 15,300
Vice President, General Counsel & 2000 256,450 162,500 358,976 6,005 15,810
Secretary of Liberty 1999 235,083 165,785 247,703 -0- 18,046

Jonathan W. Norwood.............. 2001 89,904 21,000 -0- 12,500 -0-
Controller of Liberty

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1. Mr. Keelor was elected President of Liberty on February 5, 2002 and
previously served as President of Cosmos Broadcasting Corporation, a wholly
owned subsidiary of Liberty. Mr. Schrott first became an Executive Officer of
Liberty on January 1, 2001; and Mr. Norwood first became an Executive Officer
of Liberty on April 1, 2001.
2. The aggregate restricted shareholdings at December 31, 2001 for each
individual named in the Summary Compensation Table were as follows: Hayne
Hipp -- 100,000 shares valued at $4,115,000 and Martha G. Williams -- 25,000
shares valued at $1,028,750. Messrs. Keelor, Schrott and Norwood do not have
any outstanding shares of restricted stock. Dividends are paid on restricted
stock at the same rate as paid on all outstanding shares of the Company's
Common Stock.
3. "All Other Compensation" details Company contributions under the Retirement
and Savings Plan for each named individual during 2001 (the last completed
fiscal year).
4. In lieu of the $375,000 cash bonus previously reported in 1999, Mr. Hipp
elected to receive restricted stock. The amount of this bonus is included in
the value of the restricted stock award reported for 2000.

STOCK OPTIONS

The following table sets forth information with respect to stock options
granted during 2001 to the Senior Executives named in the Summary Compensation
Table pursuant to the Performance Incentive Compensation Program.

STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS

% OF TOTAL
OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE VALUE ($)
---- ------- --------------- ----------- ---------- ----------

James M. Keelor......................... 75,000 10.61% $33.35 3/29/2011 $615,045
Hayne Hipp.............................. -0- n/a n/a n/a -0-
Howard L. Schrott....................... 62,000 8.77% $33.35 3/29/2011 508,437
Martha G. Williams...................... 35,000 4.95% $33.35 3/29/2011 287,021
Jonathan W. Norwood..................... 12,500 1.77% $33.35 3/29/2011 102,508

In accordance with Securities and Exchange Commission ("SEC") rules, the
Black-Scholes pricing model was chosen to estimate the grant-date present value
of the options set forth in this table. The Company's use of this model should
not be constructed as an endorsement of its accuracy at valuing options. All
stock option valuation models, including the Black-Scholes model, require a
prediction about the future movement of the stock price. The real value of the
options in this table depends upon the actual performance of the Company's stock
during the applicable period.

The information set forth in the following table includes the number of
shares of Common Stock acquired on exercise of stock options by the Senior
Executives named in the Summary Compensation Table during 2001 and the value
realized by these exercises calculated by multiplying the closing price of the
Company's stock on the exercise date by the number of shares acquired, less the
option price paid by the Senior Executives to the Company in order to acquire
these shares. Also shown is the number of unexercised options to purchase the
Company's Common Stock held by each of the Senior Executives at December 31,
2001, as well as the value of these unexercised options calculated by
multiplying the closing price of the Company's stock on December 31, 2001 by the
number of underlying shares, less the option price that would be paid by the
Senior Executives to the Company in order to acquire these shares.

AGGREGATED OPTION EXERCISES IN 2001 AND YEAR-END OPTION VALUES

NUMBER OF SHARES VALUE OF SHARES
UNDERLYING UNDERLYING
UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
AT 12/31/01 (#) OPTIONS AT 12/31/01 ($)
SHARES ------------------- ------------------------
ACQUIRED ON VALUE EXERCISABLE/ (1) EXERCISABLE/ (1)
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE (2) UNEXERCISABLE (2)
---- ------------ ------------ ------------------- ------------------------

James M. Keelor............... 10,060 $110,961 (1) 40,000 (1) $ 15,750
(2) 75,000 (2) 585,000

Hayne Hipp.................... -0- -0- (1) -0- (1) -0-
(2) -0- (2) -0-

Howard L. Schrott............. -0- -0- (1) -0- (1) -0-
(2) 62,000 (2) 483,600

Martha G. Williams............ -0- -0- (1) 53,505 (1) $225,837
(2) 35,000 (2) 273,000

Jonathan W. Norwood........... -0- -0- (1) -0- (1) $ -0-
(2) 12,500 (2) 97,500

Closing price of Company stock on New York Stock Exchange on December 31,
2001 was $41.15.

DIRECTORS COMPENSATION

In 2001 each Director who is not also an officer of Liberty or one of its
subsidiaries received a non-statutory stock option award that granted the holder
the right to purchase 15,000 shares of the Company's Common Stock at an option
price of $33.35 per share. The options will vest twenty percent per year
beginning March 29, 2002, and will expire at the close of business on March 29,
2011. Travel expenses incurred by a Director in attending a meeting of the Board
or a Committee are also reimbursed.

The Audit Committee Report, the Compensation Committee Report on Executive
Compensation and the performance graph which follow shall not be deemed to be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding
any general statement contained in any such filing incorporating this proxy
statement by reference, except to the extent the Company incorporates such
Reports and graph by specific reference.

BOARD AUDIT COMMITTEE REPORT

The Audit Committee is currently composed of Messrs. J. Thurston Roach,
Chairman, William O. McCoy and John H. Mullin, III, all of whom are non-employee
directors deemed to be independent, as

defined under the rules of the New York Stock Exchange. The Committee provides
overall guidance to the Company's audit function and operates under a written
Charter approved by the Board of Directors, a copy of which is attached to this
proxy statement as Appendix A.

In fulfilling its oversight responsibilities, the Committee reviewed and
discussed with management the audited consolidated balance sheets for the years
ended December 31, 2000 and 2001, and the related statements of consolidated
income, shareholder's equity and comprehensive income and cash flows for each of
the three years in the period ended December 31, 2001. The Committee also
discussed certain matters with Ernst & Young LLP, the Company's independent
auditors for the year ended December 31, 2001, as required by the American
Institute of Certified Public Accountants Statement on Auditing Standards No.
61, Communication with Audit Committees. Furthermore, the Committee received a
formal written statement from its external auditors consistent with the
disclosures required by the Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and discussed with
representatives of Ernst & Young LLP that firm's independence from management
and the Company.

In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for year-end 2001 be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 for filing with the Securities
and Exchange Commission.

The table below discloses the aggregate fees billed for professional
services rendered by Ernst & Young LLP for the year ended December 31, 2001 for:
(1) the audit of the Company's annual financial statements for the year-ended
December 31, 2001 and the reviews of the financial statements included in the
Company's Forms 10-Q for that year, (2) financial information systems design and
implementation as described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (17CFR 210.2-01(c)(4)(ii))
and (3) all other fees.

AGGREGATE AUDIT FEES BILLED FOR YEAR 2001

SERVICE PROVIDED AMOUNT
---------------- ----------

Audit Fees.................................................. $ 245,000
Financial Information Systems Design and Implementation
Fees...................................................... -0-
All Other Fees.............................................. 1,200,000(a)(b)
----------
Total............................................. $1,445,000
==========

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(a) Includes audit related fees in the amount of $169,000 for internal audit
services, consultation and assistance relating to the sale of the insurance
operations and other related services.
(b) Includes fees in the amount of $1,031,000 for outsourcing of tax function
and income tax consultation.

The Audit Committee has considered whether the provision of the services
covered in the above table is compatible with maintaining the principal
accountant's independence and found no incompatibility. None of the hours
expended on Ernst & Young's engagement to audit the Company's financial
statements for the year ended December 31, 2001 were attributed to work
performed by persons other than Ernst & Young's full-time permanent employees.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

J. Thurston Roach William O. McCoy John H. Mullin, III

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is currently composed of Messrs. John R. Farmer,
Chairman, Edward E. Crutchfield and Eugene E. Stone, IV, all of whom are
non-employee directors. The Committee provides overall guidance to the
compensation programs and stock ownership plans established for the Company's
executive officers, comprised mainly of operating subsidiary managers. Set forth
below is the Committee's report addressing the Company's compensation policies
for 2001.

Policies. To maintain and grow the Company's leadership position in terms
of market share, revenue and profitability, the Compensation Committee
establishes compensation policies which are intended to: (1) reward capable and
productive employees and (2) reinforce the Company's business strategies.

At present, the executive compensation program is composed of annual
incentive cash bonus, long-term incentive awards of stock options and restricted
stock, and salary and benefits generally available to executives in the media
industry. The Company is subject to the loss of the deduction for compensation
in excess of $1,000,000 paid to certain of the Company's executives unless the
design and administration of the compensation programs comply with the
requirements of Section 162(m) of the Internal Revenue Code. The Company
generally has endeavored to satisfy the conditions required to preserve the
deductibility of such executive compensation in the past and will continue to do
so in the future. However, in specific situations after considering the costs of
not satisfying Section 162(m) of the Code, the Company appropriately rewards
individual performance regardless of tax deductibility.

Comparability. The Committee annually reviews the executive compensation
program, including an analysis of competitive market data. This data compares
the Company's compensation practices to those of groups of comparator companies
that have business operations in the media industry and that are similar in size
in terms of revenues and assets. Salaries are generally targeted at the 50th
percentile of the salaries of comparable positions at the comparator companies.
The opportunity for executive officers to earn compensation in excess of the
50th percentile is provided by the annual performance-based bonus plan and the
long-term stock ownership plans. The Performance Graph in this proxy statement
displays, in addition to the Company and the S&P 500, a peer group of
broadcasting companies. The peer group companies, comprised of Granite
Broadcasting Corporation, Hearst-Argyle Television, Inc., Media General Inc.;
Paxson Communications Corporation, Sinclair Broadcast Group, Inc. and Young
Broadcasting, Inc., are included in the comparator groups used for compensation
purposes.

Annual Performance Incentive. The Compensation Committee's emphasis on
tying pay to corporate, business unit and individual performance is reflected in
the 2001 Management Bonus Plan (the "Bonus Plan"). The Bonus Plan provided for
cash bonus awards to executive officers based on the 2001 actual versus target
earnings performance of the Company and various other individual or operating
measures tailored to an individual executive's area of responsibility. As
earnings and shareholder value increase, bonus payouts increase proportionally.
The target awards set for the executive officers reflected the Committee's
subjective judgment as to the extent to which the participant could contribute
to the achievement of the Company's financial goals. Threshold actual earnings
of the Company were required before an executive officer became eligible for a
bonus other than spot bonuses to selected officers with very high personal
achievements contributing significantly to the Company's long-term success. No
bonuses were awarded under the Bonus Plan to executive officers of the Company
since the actual earnings of the Company were lower than threshold target
earnings of the Company. A one-time spot bonus was awarded to Mr. Norwood for
individual achievement.

Long-term Performance Incentive. The Company's Performance Incentive
Compensation Program (the "Program") is designed to align a significant portion
of the executive compensation program with shareholder interests. The Program
permits the granting of several types of stock-based awards, all of which can be
performance based at the Committee's election:

- Stock Option. A right vesting over a period of years as established
by the Compensation Committee and terminating after ten years to
purchase shares of Common Stock at a price equal to the market value
of the Common Stock on the date the option is awarded.

- Restricted Stock. Shares of Common Stock which the recipient cannot
sell or otherwise dispose of until a restriction period lapses and
which are forfeited if the recipient terminates employment for any
reason other than retirement, disability or death prior to the lapse
of the restriction period.

- Phantom Units. Book accounts for participants which can be vested in
increments over time and paid by delivery of a number of shares of
Common Stock equal to the number of phantom shares held in the book
account and which are forfeited if the recipient terminates employment
for any reason other than retirement, disability or death prior to
vesting.

Formulas tied to an executive officer's base salary were utilized in
establishing the number of shares of restricted stock and stock options for each
2001 award. No emphasis was placed on the number of shares in previous awards.

Salaries. Executive officers were granted base salary increases effective
March 1, 2001 after evaluating executives' levels of performance, responsibility
and internal equity issues, and after evaluating the range of salaries paid by
the comparative group of companies.

Chief Executive Officer. After evaluating the competitive total
compensation market data for the comparator companies and the prior year
performance of the Company against its bonus targets, at its February 6, 2001
meeting the Committee determined that a salary of $400,000, together with an
award of 100,000 shares of restricted stock, vesting twenty percent per year
beginning February 23, 2002, would be appropriate for the Chief Executive
Officer.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

John R. Farmer Edward E. Crutchfield Eugene E. Stone, IV

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2001 there were no interlocking relationships involving the
Company's executive officers and its directors.

CERTAIN TRANSACTIONS

William B. Timmerman, Chairman of the Board, President and Chief Executive
Officer of SCANA Corporation, is a Director of Liberty. During 2001 subsidiaries
of Liberty sold advertising time to SCANA Corporation that totaled approximately
$120,000 (including the value of non-utility, in-kind services provided by SCANA
Corporation to Liberty's subsidiaries). It is anticipated that similar
transactions will occur in the future.

Management believes that the terms of the arrangements described in this
"Certain Transactions" section are as favorable to Liberty as are similar
transactions between unrelated parties.

FIVE-YEAR SHAREHOLDER RETURN COMPARISON

The Performance Graph below compares cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index and a selected peer
group.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG THE LIBERTY CORPORATION, THE S & P 500 INDEX
AND A PEER GROUP

(PERFORMANCE GRAPH)

-------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
-------------------------------------------------------------------------------------

The Liberty Corporation 100 121 130 114 112 116
S & P 500 100 133 171 208 189 166
Peer Group 100 132 147 142 107 109

* $100 invested on 12/31/1996 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.

Note:

The peer group consists of Granite Broadcasting Corporation; Hearst-Argyle
Television, Inc.; Media General Inc.; Paxson Communications Corporation;
Sinclair Broadcast Group, Inc.; and Young Broadcasting, Inc.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table shows as of January 31, 2002, the shares of Liberty
Common Stock beneficially owned (as that term is defined by Rule 13d-3 issued by
the SEC under the Securities Exchange Act of 1934) by all persons who
beneficially own more than 5% of the shares of such stock.

NATURE AND AMOUNT OF
BENEFICIAL OWNERSHIP
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL PERCENTAGE
AND/OR AND/OR SHARES OF
INVESTMENT INVESTMENT BENEFICIALLY OUTSTANDING
NAME AND ADDRESS POWER(1) POWER(2) OWNED COMMON STOCK
---------------- ----------- ------------- ------------ ------------

Gabelli Funds, Inc.
One Corporate Center
Rye, NY 10580-1434......................... 3,885,998(3) 0 3,885,998 19.68%

Hayne Hipp
PO Box 502
Greenville, SC 29602....................... 483,477(4) 1,994,989(5) 2,478,466 12.55%

William R. Patterson
999 Peachtree Street, NE
Atlanta, GA 30309-3996..................... 0 1,853,804(6) 1,853,804 9.39%

---------------

Notes:
1. Except as otherwise indicated in these Notes, each person has sole voting and
investment power with respect to the designated shares.
2. Shares shown in this column are included in the totals for more than one
person as follows: Hayne Hipp shares voting and investment power with William
R. Patterson and other persons with respect to 208,000 shares. Except as
otherwise indicated in these Notes, both voting and investment power are
shared with respect to the shares designated in this column.
3. Amendment No. 29 to Schedule 13D filed with the SEC on September 27, 2000,
reflects that Gabelli Funds, Inc. is the ultimate parent of a variety of
companies engaged in the securities business and is the beneficial owner of
the above shares, including 3,863,698 shares for which sole voting power is
held and 3,885,998 shares for which sole investment power is held.
4. Includes 100,000 restricted shares as to which he has sole voting power but
no investment power and 21,591 shares held in trust for the benefit of
charity and/or family and non-family members of which Hayne Hipp serves as
sole Trustee.
5. Includes 12,045 shares held of record by his wife and 310,431 shares held in
trust for the benefit of his children and/or charity of which his wife serves
as Co-Trustee.
6. Includes 1,853,804 shares for which shared voting power is held and 1,581,392
shares for which shared investment power is held.

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the shares of Liberty Common Stock owned
beneficially (as that term is defined by Rule 13d-3 issued by the SEC under the
Securities Exchange Act of 1934), unless otherwise

indicated, by each Director and nominee and by all executive officers and
Directors of Liberty as a group on January 31, 2002.

PERCENTAGE OF
NUMBER OF SHARES OUTSTANDING SHARES
SHAREHOLDER(1) OF COMMON STOCK OF COMMON STOCK
-------------- ---------------- ------------------

Edward E. Crutchfield....................................... 8,030(2) .04%
John R. Farmer.............................................. 11,030(3) .06%
Hayne Hipp.................................................. 2,478,466(4) 12.55%
W. W. Johnson............................................... 6,830(3) .03%
James M. Keelor............................................. 122,791(5) .62%
William O. McCoy............................................ 8,430(3) .04%
Frank E. Melton............................................. 8,000(3) .04%
John H. Mullin, III......................................... 8,030(3) .04%
Jonathan W. Norwood......................................... 2,500(6) .01%
Benjamin F. Payton.......................................... 6,230(3) .03%
J. Thurston Roach........................................... 8,030(3) .04%
Howard W. Schrott........................................... 13,400(7) .07%
Eugene E. Stone, IV......................................... 7,030(3) .04%
William B. Timmerman........................................ 6,030(3) .03%
Martha G. Williams.......................................... 210,558(8) 1.07%
All Directors, Nominees for Director and Executive Officers
as a Group (15 persons)................................... 2,905,385(9) 14.71%

---------------

Notes:

1. None of the Directors and executive officers is the beneficial owner of any
equity securities of any of Liberty's subsidiaries. Except as otherwise
indicated in these Notes, each of the individuals named above has sole voting
and investment power with respect to the shares listed for such person.
2. Includes options to purchase 3,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program and 5,030 shares held by
a charitable foundation of which Mr. Crutchfield is a Trustee. Mr.
Crutchfield disclaims beneficial ownership of the 5,030 shares held by the
charitable foundation.
3. Includes options to purchase 3,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program.
4. See "Principal Holders of Voting Securities" table and Notes 2, 4 and 5
thereto for a more complete description of the nature and amount of
beneficial ownership by Hayne Hipp.
5. Includes options to purchase 55,000 shares currently exercisable under
Liberty's Performance Incentive Compensation Program.
6. Includes options to purchase 2,500 shares currently exercisable under
Liberty's Performance Incentive Compensation Program.
7. Includes options to purchase 12,400 shares currently exercisable under
Liberty's Performance Incentive Compensation Program.
8. Includes 25,000 restricted shares as to which she has sole voting power but
no investment power and options to purchase 60,505 shares currently
exercisable under Liberty's Performance Incentive Compensation Program.

9. Includes 125,000 restricted shares as to which they have sole voting but no
investment power and options to purchase 160,405 shares currently exercisable
under Liberty's Performance Incentive Compensation Program.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Act of 1934 requires the Company's
Directors and executive officers and persons who own more than 10% of the
Company's Common Stock to file with the SEC and the New York Stock Exchange
various reports as to ownership of such Common Stock. Such persons are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on a review of the copies of
such forms furnished to the Company and written representations to the Company
that no other reports were required, all the applicable Section 16(a) filing
requirements were complied with during 2001.

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Subject to shareholder ratification, the Board of Directors has appointed
the firm of Ernst and Young LLP as independent public accountants for the year
2002. The appointment was made upon the recommendation of the Audit Committee,
which is composed of Directors who are not officers or otherwise employees of
Liberty.

If the shareholders do not ratify the selection of Ernst and Young LLP, the
selection of independent certified public accountants will be reconsidered and
made by the Board of Directors. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board
feels that such a change would be in the best interests of the Company and its
shareholders.

The appointment of the firm of Ernst & Young LLP as independent public
accountants for Liberty was ratified by the shareholders at Liberty's last
Annual Meeting. Representatives of the firm are expected to be present at the
Annual Meeting of Shareholders and will be available to respond to appropriate
questions and will have the opportunity to make a statement should they so
desire.

Ratification of the appointment of independent public accountants requires
that the votes cast favoring the action exceed the votes cast opposing the
action. The Board of Directors and management recommend that the shareholders
vote "FOR" such ratification.

SHAREHOLDERS' PROPOSALS

To be considered for inclusion in the proxy materials for the Company's
2003 Annual Meeting, a shareholder proposal must be received by the Corporate
Secretary at the Company's above-stated address on or before November 28, 2002.
Any such proposal must comply with Rule 14a-8 of Regulation 14A of the SEC proxy
rules and must contain certain information specified in the Bylaws of the
Company.

To have a nomination or item of business brought before the Company's 2003
Annual Meeting, but not included in the Company's proxy material for that
meeting, a shareholder must deliver the required notice of such nomination or
item to the Corporate Secretary at the Company's above-stated address between
October 30, 2002 and November 28, 2002.

The Company's Bylaws set forth certain procedures that a shareholder must
follow and specific information which must be provided to nominate persons for
election as directors or to introduce an item of business at an annual meeting,
even if such item is not to be included in the Company's proxy material. A copy
of the Company's Bylaws, containing such procedural requirements and
information, may be obtained without charge by any shareholder by written
request addressed to the Corporate Secretary at the principal executive offices
of the Company.

MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS

In December 2000 the Securities and Exchange Commission adopted rules
permitting companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for annual reports and proxy statements sent to two or more
shareholders residing at the same address by delivering a single annual report
and proxy statement to that address. This practice, known as "householding," is
designed to reduce printing and postage costs for companies.

This year, a number of brokers with accountholders who are Liberty
shareholders will be householding proxy materials. A single annual report and
proxy statement will be delivered to multiple shareholders sharing an address
unless contrary instructions are received from one or more of the shareholders.
Once shareholders receive a notice from their broker that householding will be
used for delivery of communications to their address, householding will continue
until further notification or until their consent is revoked. If any
shareholders residing at such an address wish to receive a separate annual
report and proxy statement in the future, they should notify their broker or
telephone Liberty's Corporate Secretary, Martha G. Williams, at (864) 241-5400
or write to her at 135 South Main Street, Greenville, South Carolina 29601.

Shareholders who currently receive multiple copies of Liberty's annual
report and proxy statement at their address may request householding by
contacting their broker; or, if the shareholder is a shareholder of record, a
written request should be sent to Liberty's transfer agent, American Stock
Transfer & Trust Company, at 6201 15th Avenue, 3rd Floor, Brooklyn, New York
11219, Attention: Isaac J. Kagan.

OTHER MATTERS

The Board of Directors and management of Liberty know of no business to be
presented at the meeting other than the two items specified above. If other
matters are duly presented for action, it is the intention of the persons named
in the enclosed proxy to vote on such matters in accordance with their judgment.

Martha G. Williams
Vice President, General Counsel
& Secretary
Greenville, South Carolina
March 27, 2002

APPENDIX A

AUDIT COMMITTEE CHARTER
AS APPROVED ON MAY 8, 2001

ORGANIZATION

The Audit Committee of the Board of Directors shall be comprised of not
less than three directors, all of whom are independent of the Company's
management and free of any relationship that, in the opinion of the Board of
Directors, would interfere with their exercise of independent judgment as a
Committee member. Additionally, the Audit Committee will be composed of members
who, in the opinion of the Board, possess the qualifications set forth by
regulators and the New York Stock Exchange. All Committee members shall be
appointed annually subject to reappointment.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders, and the
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of financial reports of the Company.
In so doing, it is the objective of the Audit Committee to maintain free and
open avenues of communication between the directors, the independent auditors,
and the management of the Company as their duties relate to financial
accounting, reporting, organizational governance and controls.

AUTHORITY

The Audit Committee is granted the authority to investigate any activity of
the Company, and all employees are directed to cooperate as requested by members
of the Committee. The Committee is empowered to retain outside counsel or
persons having special competence as necessary to assist the Committee in
fulfilling its responsibilities.

PROCEDURES

The Audit Committee requires that Liberty's chief financial officer serve
as the management liaison. In addition the Audit Committee invites the general
counsel and representative from Liberty's independent auditors to attend Audit
Committee meetings, with the exception of executive and private sessions.

In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible. The objective is to ensure to
the directors and shareholders that the corporate accounting and reporting
practices of the Company are in accordance with all requirements and are of the
highest quality. The Committee is the Board's principal agent in assuring the
quality of audit procedures, the independence of the Company's independent
auditors, the integrity of management, and the adequacy of disclosures to
shareholders.

A-1

GENERAL

In order to fulfill these responsibilities the Audit Committee will:

1. Meet at least three times each year, or more frequently as the
Committee deems necessary.

2. Prepare minutes of each meeting which are to be sent to Committee
members and approved at subsequent meetings. Submit the minutes of all
meetings of the Audit Committee to the Board of Directors.

3. Review reports received from regulators and other legal and
regulatory matters that may have a material effect on the financial
statements or related Company compliance policies.

4. Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose if,
in its judgment, that is appropriate.

5. Report the results of the annual audit to the Board of Directors.

6. Obtain the full Board of Directors' approval of this Charter and
review and reassess this Charter annually. The Audit Committee will also
publish this Charter in the proxy statement at least once every three years
or in the year after significant modifications are made.

7. Review and approve the letter from the Audit Committee that
recommends to the full Board of Directors that the audited financial
statements of the Company be included in the Company's Annual Report on
Form 10-K for filing with the Securities and Exchange Commission. This
letter will be included in the Company's proxy statement and is to disclose
whether or not the Committee has reviewed and discussed with management and
the independent auditors, as well as discussed within the Committee
(without management or the independent auditors present), the financial
statements and the quality of accounting principles and significant
judgments affecting the financial statements. It is also to confirm the
Committee's receipt from the independent auditors of the written
communications required by Independence Standards Board Standard No. 1, and
that the Committee has discussed the independent auditor's independence
with the independent auditor.

RELATIONSHIP IN REGARD TO THE INDEPENDENT AUDITOR

In order to fulfill these responsibilities the Audit Committee will:

1. Establish a relationship between the independent auditors and the
Board of Directors. This shall include ensuring a clear understanding
exists with the independent auditors that they are accountable to the Board
of Directors reporting through the Audit Committee.

2. Review the recommendation of the Company's management for the
selection, retention or discharge of the independent auditors for the
ensuing year. The Committee is then to recommend the appointment of the
independent public accountants to the full Board of Directors who have the
ultimate authority in deciding to engage, evaluate, and if appropriate,
terminate their services.

3. Provide sufficient opportunity for the independent auditors to meet
with the members of the Audit Committee without members of management
present.

4. Inquire of management and the independent auditors about
significant risks or exposures and assess the steps management has taken to
minimize such risks to the Company.

A-2

5. Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit for the current year and
the procedures to be utilized, and the adequacy of the independent
auditor's compensation.

6. Assure interim financial review of the Securities and Exchange
Commission Form 10-Q by the independent auditors prior to filing with the
appropriate parties. The chair of the Committee may represent the entire
Committee for the purposes of this review.

7. Review with financial management and the independent auditors the
results of their timely analysis of significant financial reporting issues
and practices, including changes in, or adoptions of, accounting principles
and disclosure practices. Discuss any other matters required to be
communicated to the Committee by the auditors including any comments or
recommendations of the independent auditors.

8. Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders.

9. On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional services
as required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees. In addition, review with the independent
auditors the nature and scope of any disclosed relationships or
professional services.

A-3

THE LIBERTY CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.

The undersigned hereby appoints Sophia G. Vergas and Mark D. Wesson, or
either of them, as proxies, with full power of substitution, to represent the
undersigned at the 2002 Annual Meeting of Shareholders of The Liberty
Corporation ("Liberty") to be held at 10:30 a.m. on May 7, 2002, at the Westin
Poinsett Hotel located at 120 South Main Street, Greenville, South Carolina, and
at any adjournment thereof, and to vote all the shares of Liberty stock which
the undersigned would be entitled to vote if personally present.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH INSTRUCTIONS CONTAINED HEREIN. IN THE ABSENCE OF SUCH INSTRUCTIONS, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney,
executor, administrator, trustee, guardian or officer of a corporation, please
give full title as such.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

_____________________________________ _______________________________________

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary below) listed below

1. Election [ ] [ ]
of
Directors:

NOMINEES: BENJAMIN F. PAYTON, FRANK E. MELTON, JOHN H. MULLIN, III,
EUGENE E. STONE, IV

INSTRUCTION: To withhold authority to vote for a particular nominee, mark
the "FOR" box and strike a line through the name(s) of the nominee(s). Your
shares will be voted for the remaining nominee(s).

2. Proposal to approve the appointment of Ernst & Young LLP as independent
public accountants for Liberty.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before said meeting.

DATE:
-------------------------------- ------------------------ --------------
SHAREHOLDER(S) SIGN HERE CO-OWNER SIGN HERE

NOTE: PLEASE BE SURE TO SIGN AND DATE THIS PROXY.