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Exhibit
10.6.2
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This Second Amendment to
Employment Agreement (“Amendment”) is entered into on
July 25, 2006 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, as amended as of June 30,
2005.
Gannett and McCorkindale
agree to supplement and amend the Agreement, effective as of
June 30, 2006, as follows:
1. The parties intend the
Agreement to be governed by and subject to the requirements of
Section 409A of the Internal Revenue Code. If any provision of
the Agreement would otherwise conflict with or frustrate this
intent, that provision will be interpreted and deemed amended so as
to avoid the conflict. Therefore, to comply with Section 409A,
certain of Mr. McCorkindale’s retirement benefits
described in Section 9(b) of the Agreement will be delayed or
paid for by Mr. McCorkindale during the period of July 1,
2006 through and including December 31, 2006. After the
expiration of this six-month period following his retirement,
Mr. McCorkindale will be reimbursed for payments made by him
for such benefits during this period. All other retirement benefits
to be provided to Mr. McCorkindale that were earned and
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