AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”) is made as of June 30, 2005, between Gannett Co., Inc., a
Delaware corporation (“Gannett”), and Douglas H. McCorkindale (“McCorkindale”).
This Amendment amends an Employment Agreement (“Agreement”) between the parties dated July 21, 2003. The
Agreement permits McCorkindale to terminate his employment in the event Gannett no longer retains him as President and Chief
Executive Officer. Gannett desires to retain McCorkindale’s services as Chairman through his contract expiration date of June
30, 2006, and McCorkindale is willing to make his services available for this period.
Gannett and McCorkindale therefore agree to amend the Agreement as follows:
1. The first sentence of Section 1, Employment , of the Agreement is deleted and replaced by the following: “Gannett
hereby continues the employment of McCorkindale as its Chairman as of July 15, 2005, or in such other senior executive
position as the Board of Directors and McCorkindale shall mutually agree upon.”
2. Section 3, Compensation , of the Agreement is deleted and replaced by the following:
3. Compensation . During the term of McCorkindale’s employment, Gannett shall pay him a base salary at the rate of
$1,600,000 per annum or such greater amount as the Executive Compensation Committee shall determine. Such salary shall
be payable in accordance with Gannett’s standard payroll practices for senior executives. Gannett may pay McCorkindale a
bonus in such amount and at such time or times as the Executive Compensation Committee shall determine. With respect
to McCorkindale’s bonus for 2005, the Executive Compensation Committee shall determine the amount on a basis
consistent with past practice, as adjusted in the Committee’s discretion based on the Company’s overall performance.
3. Paragraph (a)(i) of Section 6, Termination of Agreement by McCorkindale , is deleted and replaced by the following: