York Stock Exchange. Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. In particular, our Audit Committee (i) assists the Board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications and independence and the performance of our internal audit function and independent auditors; (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm; (iii) provides a forum for consideration of matters relating to any audit issues; and (iv) prepares the audit committee report that SEC rules require be included in our annual proxy statement. The Audit Committee met once during fiscal year 2006 subsequent to its formation and all members attended, in addition to acting by written consent without a meeting. The members of our Audit Committee are Messrs. Sheehan, Osborne and Rubin. Mr. Sheehan is our Audit Committee chair and our Audit Committee financial expert under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act. Each member of our Audit Committee is ‘‘independent’’ as defined under the Exchange Act and New York Stock Exchange rules.

Compensation Committee   —   The Compensation Committee was established under a written charter adopted in October 2006 and which became effective as of the time GateHouse Media was first listed on the New York Stock Exchange. Our Compensation Committee reviews and recommends policy relating to the compensation and benefits of our officers and employees, including reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other senior officers. This Committee then evaluates performance of these officers in light of those goals and objectives and recommends compensation of these officers based on such evaluations. The Compensation Committee also reviews the Compensation Discussion and Analysis (‘‘CD&A’’) for inclusion in our proxy statement. The Compensation Committee also produces a report on executive officer compensation as required by the SEC to be included in our annual proxy statement. The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation Committee and its members, including the Compensation Committee’s compliance with its own charter. The Compensation Committee met twice during fiscal year 2006 subsequent to its formation and all members attended, in addition to acting by written consent without a meeting. The members of our Compensation Committee are Messrs. Rubin, Bandier and Sheehan, each of whom is ‘‘independent’’ as defined by the New York Stock Exchange. Mr. Rubin is our Compensation Committee chair.

Nominating and Corporate Governance Committee   —   The members of our Nominating and Corporate Governance Committee are Messrs. Osborne, Bandier and Friedman, each of whom is ‘‘independent’’ as defined by the New York Stock Exchange. The primary function of the Nominating and Corporate Governance Committee, established under a written charter adopted in October 2006 and effective as of the time GateHouse Media was first listed on the New York Stock Exchange, is to oversee and assist our Board in identifying, reviewing and recommending nominees for election as directors; advise our Board with respect to Board composition, procedures and committees; recommend directors to serve on each committee; oversee the evaluation of our Board and our management; and develop, review and recommend corporate governance guidelines. The Nominating and Corporate Governance Committee did not meet during 2006 subsequent to its formation. Mr. Osborne is our Nominating and Corporate Governance Committee chair.

Compensation Committee Interlocks and Insider Participation

Messrs. Rubin, Bandier and Sheehan served on the Compensation Committee during 2006. No member of the Compensation Committee is now, or was during 2006 or at any time prior thereto, an officer or employee of GateHouse Media. No member of the Compensation Committee had any relationship with GateHouse Media during 2006 pursuant to which disclosure would be required under applicable SEC rules pertaining to the disclosure of transactions with related persons. None of our executive officers currently serves or ever has served as a member of the board of directors, the compensation committee, or any similar body, of any entity one of whose executive officers serves or served on our Board or the Compensation Committee.

9

Table of Contents

Director Nominees

Stockholder Recommendations

The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations of candidates for membership on the Board according to the procedures described below under ‘‘Identifying and Evaluating Candidates for Directors.’’ In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth below under ‘‘Director Qualifications.’’ Any stockholder recommendations proposed for consideration by the Nominating and Corporate Governance Committee must be in writing, include the candidate’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary
GateHouse Media, Inc.
350 WillowBrook Office Park
Fairport, New York 14450
Fax: (585) 248-9562

Stockholder Nominations

In addition, our Bylaws permit stockholders to nominate directors for consideration at any annual stockholder meeting. For a description of the process for nominating directors at the annual meeting, see ‘‘Questions and Answers – Stockholder Proposals, Director Nominations and Related Bylaw Provisions – Question 25. How may I recommend or nominate individuals to serve as directors?’’ on page 6 of this proxy statement.

Director Qualifications

Our Corporate Governance Guidelines contain Board membership criteria that apply to nominees recommended for a position on our Board. At a minimum, the Nominating and Corporate Governance Committee shall consider (a) whether each such nominee has demonstrated, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of GateHouse Media and (b) the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities. Additional factors which the Nominating and Corporate Governance Committee may consider include a candidate’s specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, material relationships with GateHouse Media and independence from management and GateHouse Media. The Nominating and Corporate Governance Committee also may seek to have the Board represent a diversity of backgrounds, experience, gender and race. Each candidate should be committed to enhancing stockholder value and should have sufficient time to carry out the required duties and to provide insight and practical wisdom based on experience. A candidate’s service on other boards of public companies should be limited to a number that permits the candidate to perform responsibly all director duties. Each director must represent the interest of all our stockholders.

Identifying and Evaluating Candidates for Directors

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee may consider several potential candidates. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. Identified candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee considers properly submitted stockholder

10

---

Table of Contents

recommendations for candidates for the Board to be included in our proxy statement. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee.

Executive Sessions

The independent directors meet at least once each year in regularly scheduled executive sessions. Additional executive sessions may be scheduled by independent directors. The chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee rotate presiding over these sessions.

Communications with Directors

The Board has adopted a process by which stockholders and other interested parties may communicate with the independent directors or the chairperson of any of the committees of the Board by regular mail. You may send communications by regular mail to the attention of the Chairperson, Audit Committee; Chairperson, Compensation Committee; or Chairperson, Nominating and Corporate Governance Committee; or to the independent directors as a group to the Independent Directors, each c/o Corporate Secretary, GateHouse Media, Inc., 350 WillowBrook Ofice Park, Fairport, New York 14450.

GateHouse Media’s management will review all communications received to determine whether the communication requires immediate action. Management will pass on all communications received, or a summary of such communications, to the appropriate director or directors.

Policy on Transactions with Related Persons

The Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Any transaction with GateHouse Media in which a director, executive officer or beneficial holder of more than 5% of the outstanding shares of common stock, or any immediate family member of the foregoing (each, a ‘‘related person’’) has a direct or indirect material interest, and where the amount involved exceeds $120,000, must be specifically disclosed by GateHouse Media in its public filings. See the discussion on page 18 of this proxy statement under the heading ‘‘Related Person Transactions.’’

GateHouse Media’s Code of Business Conduct and Ethics applicable to employees, officers and directors discourages transactions where there is or could be an appearance of a conflict of interest. In addition, this Code requires specific approval by a designated member of management of transactions involving GateHouse Media and the employee, officer or director. GateHouse Media’s Amended and Restated Certificate of Incorporation also provides regulation, definition and guidance on related business activities, corporate opportunities and agreements with significant stockholders.

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Each independent director is entitled to receive an annual retainer of $30,000, payable in two equal semi-annual installments. In addition, an annual fee of $5,000 is paid to the chairs of each of the Audit and Compensation Committees, which fee will also be paid in two equal semi-annual installments. Fees to independent directors may be paid by issuance of GateHouse Media common stock, based on the value of our common stock at the date of issuance, rather than in cash, unless the issuance would prevent such director from being determined to be independent. Such stock must be granted pursuant to a stockholder-approved plan or be otherwise exempt from any applicable New York Stock Exchange listing requirement. All members of our Board are reimbursed for reasonable expenses and expenses incurred in attending Board meetings.

Messrs. Bandier, Friedman, Osborne, Rubin and Sheehan were each granted a number of restricted shares of common stock in October 2006 equal in value to $300,000 based on the fair market value of GateHouse Media shares on the date of grant. These restricted shares will become vested in three equal portions on the last day of each fiscal years 2007, 2008 and 2009, provided the

11

---

Table of Contents

director is still serving as of the applicable vesting date. The independent directors holding these shares of restricted stock (whether or not such shares are vested) will be entitled to any dividends that become payable on such shares during the restricted period so long as such directors continue to serve as directors as of the applicable record dates.

Except as otherwise provided by the plan administrator of the GateHouse Media, Inc. Omnibus Stock Incentive Plan (along with any agreements issued in connection therewith, collectively, the ‘‘Incentive Plan’’), on the first business day after our annual meeting of stockholders and each such annual meeting thereafter during the term of the Incentive Plan, each of the independent directors who is serving following such annual meeting will automatically be granted under the Incentive Plan a number of unrestricted shares of GateHouse Media common stock having a fair market value of $15,000 as of the date of grant; however, Messrs. Bandier, Friedman, Osborne, Rubin and Sheehan, all of whom were granted the restricted shares of common stock described above, will not be eligible to receive these automatic annual grants.

DIRECTOR COMPENSATION TABLE

The following table provides information about the compensation earned by our non-employee directors during 2006.

Name			Cash Retainer(1) ($)						Equity Retainer(2) ($)						Committee Chair Fees(1)						Total ($)
Martin Bandier				$	5,583					$	300,000											$	305,583
Richard L. Friedman					5,583						300,000												305,583
Burl Osborne					5,583						300,000												305,583
Howard Rubin					5,583						300,000					$	931						306,514
Kevin M. Sheehan					5,583						300,000						931						306,514

(1)	Cash retainers and committee chair fees are paid in two equal semi-annual installments. The amounts shown include a prorated amount for October and complete months of November and December.

(2)

The grant date fair value of such awards, as estimated for financial reporting purposes, is $300,000. These restricted shares will become vested in three equal portions on December 31, 2007, December 31, 2008 and December 31, 2009, provided the director is still serving as of the applicable vesting date, and thus are subject to forfeiture.

12

---

Table of Contents

ELECTION OF DIRECTORS

(PROPOSAL 1)

There are two nominees for election to GateHouse Media’s Board this year. In accordance with the terms of GateHouse Media’s Amended and Restated Certificate of Incorporation, the Board is divided into three classes of directors (designated Class I, Class II and Class III) of the same or nearly the same number. At each annual meeting of stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of the Board will be elected each year.

Our Amended and Restated Certificate of Incorporation authorizes a Board consisting of at least three, but no more than seven, members, with the exact number of directors to be fixed from time to time by a resolution of the majority of the Board (or by a duly adopted amendment to the Certificate of Incorporation). Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of management or a change in control.

If you sign your proxy or voting instruction card but do not give instruction with respect to voting for directors, your shares will be voted for the two persons recommended by the Board. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.

Both of our nominees have indicated to us that they will be available to serve as directors. The Nominating and Corporate Governance Committee has approved the nominees. In the event that any nominee should become unavailable, however, the proxy holders, Mary Mastin and Monica Treviso, will vote for such other nominee or nominees as designated by the Board.

The Board recommends a vote for FOR each of the following nominees.

Martin Bandier Director since October 2006 Age 65			Mr. Bandier is currently the Chairman and Chief Executive Officer of Sony/ATV Music Publishing LLC. Previously, Mr. Bandier had served as the Chairman and Chief Executive Officer of EMI Music Publishing since 1991. Mr. Bandier co-founded SBK Entertainment World in 1984 which sold its music publishing interests to EMI Music Publishing in 1989. In 1975, Mr. Bandier co-founded The Entertainment Company. Mr. Bandier is a member of the boards of the United Jewish Appeal, City of Hope, BMI Foundation Inc. and the Songwriter’s Hall of Fame, and he serves as a trustee of the TJ Martell Foundation and Syracuse University. He is a director of The National Music Publishers Association and the Rock and Roll Hall of Fame, and is president of the International Music Publishers Association.

13

---

Table of Contents

Richard L. Friedman Director since October 2006 Age 66			Mr. Friedman is the President and Chief Executive Officer of Carpenter & Company, Inc. of Cambridge, MA, a real estate ownership, development and management firm which operates nationally. Mr. Friedman founded Carpenter & Company, Inc. in 1968. Mr. Friedman has had substantial involvement with numerous business, civic and charitable entities including serving as a director (or member) of: The Steppingstone Foundation, Mt. Auburn Foundation, PNC Bank New England, Johnny Rockets, Inc., The Bridge Fund, and The Dartmouth College Real Estate Advisory Committee. Mr. Friedman received a B.A. from Dartmouth College. Mr. Friedman was appointed by President William J. Clinton as Chairman of the National Capital Planning Commission and continues to work with its Interagency Security Task Force.

The following directors are serving on the Board for a term that ends at the 2008 Annual Meeting:

Burl Osborne Director since October 2006 Age 69			Mr. Osborne formerly held several positions in the Belo Corporation: President, Publishing Division from 1995 to 2001; Director from 1987 to 2002; and Publisher of The Dallas Morning News Co., from 1986 to 2001 with which he became associated in 1980. Mr. Osborne continues as Chairman of the Belo Foundation. In connection with The Associated Press, Mr. Osborne has served as Chairman of the Board since 2002, Director since 1993 and as a member of the Executive Committee. Mr. Osborne also has served as Director and Past Chairman of Southern Newspaper Publishers Association, and a Director of Newspaper Association of America. Currently, he serves as Director of the Committee to Protect Journalists; Director of the National Kidney Foundation; and Director of J.C. Penny Company, Inc. since April 1, 2003. Mr. Osborne earned a Bachelor of Arts degree from Marshall University in Huntington, West Virginia and a Master of Business Administration degree from Long Island University. He also participated in the Advanced Management Program at the Harvard Business School.

14

---

Table of Contents

Michael E. Reed Director since October 2006 Age 40			Mr. Reed become GateHouse Media’s Chief Executive Officer in January 2006. He was formerly the President and Chief Executive Officer of Community Newspaper Holdings, Inc. (‘‘CNHI’’) and had served in that capacity since 1999. Mr. Reed served as CNHI’s Chief Financial Officer from 1997 to 1999. Prior to that, he worked for Park Communications, Inc., a multimedia company, located in Ithaca, New York. Mr. Reed currently serves on the board of directors for the Associated Press and he is also the Chairman of the Audit Committee for the Associated Press. He also serves on the board of directors for the Newspaper Association of America. Mr. Reed is currently a member of the Board of Visitors of the University of Alabama’s College of Communication and Information Sciences and is a member of the Grady College Journalism School’s Board of Advisors.

The following directors are serving on the Board for a term that ends at the 2009 Annual Meeting:

Wesley R. Edens Chairman of the Board since June 2005 Age 45			Mr. Edens is the Chairman of GateHouse Media’s Board and has served in this capacity since June 2005. Mr. Edens has been a principal and Chairman of the Management Committee of Fortress Investment Group LLC since co-founding the same in May 1998. Mr. Edens is responsible for Fortress’ private equity and publicly traded alternative investment businesses. He is Chairman of the board of directors of each of Aircastle Limited, Brookdale Senior Living Inc., Eurocastle Investment Limited, and Mapeley Limited and a director of Crown Castle International Corp. and GAGFAH S.A. Mr. Edens is the Chairman of the board of directors and Chief Executive Officer of Newcastle Investment Corp. Mr. Edens was Chief Executive Officer of Global Signal Inc. from February 2004 to April 2006 and Chairman of the board of directors of Global Signal from October 2002 to January 2007. Mr. Edens serves in various capacities in the following five registered investment companies: Chairman, Chief Executive Officer and Trustee of Fortress Registered Investment Trust and Fortress Investment Trust II; Chairman and Chief Executive Officer of Fortress Brookdale Investment Fund LLC and Fortress Pinnacle Investment Fund LLC and Chief Executive Officer of RIC Coinvestment Fund GP LLC. Prior to forming Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management Inc., where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers. Mr. Edens received a B.S. in Finance from Oregon State University.

15

---

Table of Contents

Howard Rubin Director since October 2006 Age 52			Mr. Rubin is a director of Capstead Mortgage Corporation. Mr. Rubin is also a director of Deerfield Triarc Capital Corp. In addition, he has served as a director of Global Signal Inc. since February 2004. He has over twenty years of experience trading mortgage-backed securities. From 1987 to his retirement in 1999, Mr. Rubin was a Senior Managing Director at Bear Stearns, where he ran the Collateralized Mortgage Obligations desk. Mr. Rubin received a Masters of Business Administration from Harvard Business School and a B.S.E. in Chemical Engineering from Lafayette College. Prior to June 2003, Fortress Investment Group LLC held a one-third interest in Capstead Mortgage Corporation and Wesley R. Edens served as Capstead’s Chief Executive Officer. Fortress sold its interest in Capstead and Mr. Edens resigned from his post as Chief Executive Officer in June 2003. Fortress Investment Group LLC owns a substantial amount of Global Signal common stock and Wesley R. Edens has served as Global Signal’s Chief Executive Officer, President and Chairman of the board of directors. Mr. Edens resigned from his post as Chief Executive Officer and President of Global Signal in April 2006 and resigned from his post as Chairman of the board of directors of Global Signal in January 2007.
Kevin Sheehan Director since October 2006 Age 53			Mr. Sheehan currently provides consulting services to Cerebrus Capital Management LP (2006-present) and provided consulting services to Clayton Dubilier & Rice from 2005 until 2006. Mr. Sheehan was Chairman and Chief Executive Officer of Cendant Corporation’s Vehicle Services Division (included responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Fleet Management and Wright Express) from March 2003 until May 2005. From March 2001 until May 2003, Mr. Sheehan served as Chief Financial Officer of Cendant Corporation. From August 1999 to February 2001, Mr. Sheehan was President-Corporate and Business Affairs and Chief Financial Officer of Avis Group Holdings, Inc. and a Director of that company from June 1999 until February 2001. Since August 2005, Mr. Sheehan has been on the faculty of Adelphi University, serving as a Distinguished Visiting Professor – Accounting, Finance and Economics.

16

---

Table of Contents

COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of our common stock on March 31, 2007 by (i) each of our directors and named executive officers, (ii) each person or group known to us holding more than 5% of our common stock, and (iii) all of our directors and executive officers as a group. Except as otherwise indicated, each owner has sole voting and investment powers with respect to the securities listed. The information provided in the table is based on GateHouse Media’s records, information filed with the SEC and information provided to GateHouse Media, except where otherwise noted.

Name and Address of Beneficial Owner			Number of Shares Beneficially Owned(2)						Percent of Class
Executive Officers and Directors(1)
Michael E. Reed					342,253.00							*
Scott T. Champion					215,453.00							*
Randall W. Cope					135,453.00							*
Mark R. Thompson					35,342.00							*
Polly G. Sack					34,342.00							*
Daniel D. Lewis					0.00							*
Wesley R. Edens(3)					22,725,640.00						58.0	%
Martin Bandier					41,666.67							*
Richard L. Friedman					46,666.67							*
Burl Osborne					28,666.67							*
Howard Rubin					166,666.67							*
Kevin M. Sheehan					33,666.67							*
All directors and executive officers as a group (15 persons)					24,040,638.00						61.4	%
5% Stockholders
Fortress Investment Holdings LLC(3)(4)					22,650,000.00						57.8	%
GPS Partners LLC(5)					2,116,650.00						5.4	%

*	Less than one percent

(1)	The address of each officer or director listed in the table above is: c/o GateHouse Media, Inc., 350 WillowBrook Office Park, Fairport, New York 14450.

(2)	Consists of shares held, including shares of restricted stock subject to vesting.

(3)

Includes 22,650,000 shares held by certain affiliates of Fortress Investment Group LLC (‘‘FIG’’). FIF III Liberty Holdings LLC (‘‘FIF Liberty Holdings’’) directly owns 22,050,000 of such shares. The members of FIF Liberty Holdings are Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) LP, Fortress Investment Fund III (Fund E) LP, Fortress Investment Fund III (Coinvestment Fund A) LP, Fortress Investment Fund III (Coinvestment Fund B) LP, Fortress Investment Fund III (Coinvestment Fund C) LP, Fortress Investment Fund III (Coinvestment Fund D) LP (collectively, the ‘‘Fund III Funds’’). Fortress Fund III GP LLC is the general partner of each of the Fund III Funds and its sole member is Fortress Investment Fund GP (Holdings) LLC. The sole member of Fortress Investment Fund GP (Holdings) LLC is Fortress Operating Entity II LP (‘‘FOE II’’). Fortress Partners Fund LP (‘‘FPF’’), Drawbridge Global Macro Master Fund Ltd. (‘‘Macro Master’’), Drawbridge DSO Securities LLC (‘‘DSO’’) and Drawbridge OSO Securities LLC (‘‘OSO’’) directly own 100,000, 250,000, 212,500 and 37,500 shares, respectively. DSO is wholly owned by Drawbridge Special Opportunities Fund LP (‘‘DBSO LP’’) and OSO is wholly owned by Drawbridge Special Opportunities Fund Ltd. (‘‘DBSO Ltd’’). Drawbridge Special Opportunities Advisors LLC is the investment advisor of each of DBSO LP and DBSO Ltd. (collectively, the ‘‘DBSO Funds’’). Fortress Partners Advisors LLC is the investment advisor of FPF. Drawbridge Global Macro Advisors LLC is the investment advisor of Macro Master. Fortress Operating Entity I wholly owns the investment advisors of each of FPF, Macro Master

17

---

Table of Contents

and the DBSO Funds. Both FOE I and FOE II are wholly owned by FIG Corp. FIG Corp. is wholly owned by FIG. Mr. Edens may be deemed to beneficially own the shares listed as beneficially owned by FIG. Mr. Edens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein and the inclusion of the shares herein shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or otherwise. Similarly, each of the affiliates of FIG listed above disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or otherwise.

(4)	The address of Fortress Investment Holdings LLC is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105.

(5)	The address of GPS Partners LLC is 100 Wilshire Boulevard, Suite 900, Santa Monica, California 90401.

Related Person Transactions

As of March 31, 2007, Fortress Investment Group LLC and certain of its affiliates, including certain funds managed by it or its affiliates (‘‘Fortress’’) beneficially owned 57.8% of GateHouse Media’s outstanding common stock.

In addition, GateHouse Media’s Chairman, Wesley Edens, is the Chairman of the Management Committee of Fortress. GateHouse Media does not pay Mr. Edens a salary or any other form of compensation.

Indebtedness

First Lien Credit Agreement.    GateHouse Media Operating, Inc. (‘‘Operating’’), an indirectly wholly owned subsidiary of GateHouse Media, GateHouse Media Holdco, Inc. (‘‘Holdco’’), a wholly owned subsidiary of GateHouse Media, and certain of their subsidiaries are party to a first lien credit agreement, dated as of June 6, 2006, as amended on June 21, 2006 and October 11, 2006, with a syndicate of financial institutions with Wachovia Bank, National Association as administrative agent. The first lien credit facility provided for a $570.0 million term loan facility and a revolving credit facility with a $40.0 million aggregate loan commitment amount available, including a $15.0 million sub-facility for letters of credit and a $10.0 million swingline facility. The first lien credit facility is secured by a first priority security interest in (i) all present and future capital stock or other membership, equity, ownership or profits interest of Operating and all of its direct and indirect domestic restricted subsidiaries, (ii) 66% of the voting stock (and 100% of the nonvoting stock) of all present and future first-tier foreign subsidiaries and (iii) substantially all of the tangible and intangible assets of Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries. In addition, the loans and other obligations of the borrowers under the first lien credit facility were guaranteed, subject to specified limitations, by Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries.

Borrowings under the first lien credit facility bore interest, at the borrower’s option, equal to the LIBOR Rate for a LIBOR Rate Loan (as defined in the facility), or the Alternate Base Rate for an Alternate Base Rate Loan ( as defined in the facility), plus an applicable margin. The applicable margin was fixed at 2.25% (LIBOR Rate) and 1.25% (Alternate Base Rate). The applicable margin for revolving loans was adjusted quarterly and ranged from 1.5% to 2.0% (LIBOR Rate) and 0.5% to 1.0 (Alternate Base Rate).

The first lien credit facility contains financial covenants that require Holdco to satisfy specified quarterly financial tests, consisting of a total leverage ratio, an interest coverage ratio and a fixed charge coverage ratio. The first lien credit facility also contain affirmative and negative covenants customarily found in loan agreements for similar transactions, including restrictions on our ability to incur indebtedness, create liens on assets, engage in certain lines of business, engage in mergers or consolidations, dispose of assets, make investments or acquisitions, engage in transactions with

18

---

Table of Contents

affiliates, enter into sale leaseback transactions, enter into negative pledges or pay dividends or make other restricted payments (except that after the second lien credit facility has been paid in full and terminated, Holdco is permitted to pay quarterly dividends so long as, after giving effect to any such dividend payment, Holdco and its subsidiaries are in pro forma compliance with each of the financial covenants, including the total leverage ratio). The first lien credit facility contained customary events of default, including defaults based on a failure to pay principal, reimbursement obligations, interest, fees or other obligations, subject to specified grace periods; a material inaccuracy of representations and warranties; breach of covenants; failure to pay other indebtedness and cross-defaults; a Change of Control (as defined in the first lien credit facility); events of bankruptcy and insolvency; material judgments; failure to meet certain requirements with respect to ERISA; and impairment of collateral.

In October 2006, GateHouse Media used a portion of the net proceeds from its initial public offering to pay down $12.0 million of the first lien credit facility, and to repay in full the outstanding balance of $21.3 million under the $40.0 million revolving credit facility. As of December 31, 2006, $558.0 million was outstanding under the first lien credit facility. For fiscal 2006, GateHouse Media paid $23.1 million in interest under the first lien credit facility.

Fortress purchased $87 million of the $610 million first lien credit facility on arms’ length terms in a secondary market transaction. As of December 31, 2006, Fortress continues to hold $85.8 million of the first lien credit facility.

The first lien credit facility was amended and restated on February 27, 2007.

Second Lien Credit Agreement.    Holdco, Operating and certain of their subsidiaries were party to a secured bridge credit agreement, dated as of June 6, 2006, as amended on June 21, 2006, with a syndicate of financial institutions with Wachovia Bank, National Association as administrative agent. This second lien credit facility provided for a $152.0 million term facility that matured on June 6, 2014, subject to earlier maturity upon the occurrence of certain events. The second lien credit facility was secured by a second priority security interest in (i) all present and future capital stock or other membership, equity, ownership or profits interest of Operating and all of its direct and indirect domestic restricted subsidiaries, (ii) 66% of the voting stock (and 100% of the nonvoting stock) of all present and future first-tier foreign subsidiaries and (iii) substantially all of the tangible and intangible assets of Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries. In addition, the loans and other obligations of the borrowers under the second lien credit facility are guaranteed, subject to specified limitations, by Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries.

Borrowings under the second lien credit facility bore interest, at the borrower’s option, equal to the LIBOR Rate for a LIBOR Rate Loan (as defined in the facility) or the Alternate Base Rate for an Alternate Base Rate Loan (as defined in the facility), plus an applicable margin. The applicable margin was fixed at 1.5% (LIBOR Rate) and 0.5% (Alternate Base Rate). For fiscal 2006, GateHouse Media paid $4.2 million in interest under the second lien facility.

Fortress purchased $37.0 million of the $152.0 million second lien credit facility on arms’ length terms in a secondary market transaction.

In October 2006, GateHouse Media used a portion of the net proceeds from its initial public offering to repay in full and terminate the $152.0 million second lien credit facility.

Investor Rights Agreement

On October 24, 2006, GateHouse Media entered into an Investor Rights Agreement with Fortress. The Investor Rights Agreement provides Fortress with certain rights with respect to the nomination of directors to GateHouse Media’s Board as well as registration rights for securities owned by Fortress.

The Investor Rights Agreement requires GateHouse Media to take all necessary or desirable action within its control to elect to its Board so long as Fortress beneficially owns (i) more than 50% of the voting power, four directors nominated by FIG Advisors LLC, an affiliate of Fortress (‘‘FIG

19

---

Table of Contents

Advisors’’), or such other party nominated by Fortress; (ii) between 25% and 50% of the voting power, three directors nominated by FIG Advisors; (iii) between 10% and 25% of the voting power, two directors nominated by FIG Advisors; and (iv) between 5% and 10% of the voting power, one director nominated by FIG Advisors. In the event that any designee of FIG Advisors shall for any reason cease to serve as a member of the Board during his term of office, FIG Advisors will be entitled to nominate an individual to fill the resulting vacancy on the Board.

Pursuant to the Investor Rights Agreement, GateHouse Media grants Fortress, for so long as it beneficially owns at least 5% of its issued and outstanding common stock, ‘‘demand’’ registration rights. Fortress is entitled to an aggregate of four demand registrations. GateHouse Media is not required to maintain the effectiveness of the registration statement for more than 60 days. GateHouse Media is also not required to effect any demand registration within six months of a ‘‘firm commitment’’ underwritten offering to which the requestor held ‘‘piggyback’’ rights and which included at least 50% of the securities requested by the requestor to be included. GateHouse Media is not obligated to grant a request for a demand registration within four months of any other demand registration and may refuse a request for demand registration if, in its reasonable judgment, it is not feasible to proceed with the registration because of the unavailability of audited financial statements.

For as long as Fortress beneficially owns an amount of at least equal to 1% of GateHouse Media’s issued and outstanding common stock, Fortress also has ‘‘piggyback’’ registration rights that allow Fortress to include the shares of common stock that Fortress owns in any public offering of equity securities initiated by GateHouse Media (other than those public offerings pursuant to registration statements on Forms S-4 or S-8) or by any of GateHouse Media’s other stockholders that may have registration rights in the future. The ‘‘piggyback’’ registration rights of Fortress are subject to proportional cutbacks based on the manner of the offering and the identity of the party initiating such offering.

GateHouse Media grants Fortress, for as long as Fortress beneficially owns at least 5% or more of GateHouse Media’s common stock, the right to request shelf registrations on Form S-3, providing for an offering to be made on a continuous basis, subject to a time limit on GateHouse Media’s efforts to keep the shelf registration statement continuously effective and GateHouse Media’s right to suspend the use of a shelf registration prospectus for a reasonable period of time (not exceeding 60 days in succession or 90 days in the aggregate in any 12-month period) if it determines that certain disclosures required by the shelf registration statement would be detrimental to it or its stockholders.

GateHouse Media agrees to indemnify Fortress against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which Fortress sells shares of GateHouse Media’s common stock, unless such liability arose from Fortress’ misstatement or omission, and Fortress has agreed to indemnify GateHouse Media against all losses caused by its misstatements or omissions. GateHouse Media will pay all expenses incident to registration and Fortress will pay its respective portions of all underwriting discounts, commissions and transfer taxes relating to the sale of its shares under such a registration statement.

EXECUTIVE OFFICERS

Michael E. Reed (40) became our Chief Executive Officer in January 2006 and became a director in October 2006. He was formerly the President and Chief Executive Officer of Community Newspaper Holdings, Inc. (‘‘CNHI’’) and had served in that capacity since 1999. Mr. Reed served as CNHI’s Chief Financial Officer from 1997 to 1999. Prior to that, he worked for Park Communications, Inc., a multimedia company, located in Ithaca, New York. Mr. Reed currently serves on the board of directors for the Associated Press and he is also the Chairman of the Audit Committee for the Associated Press. He also serves on the board of directors for the Newspaper Association of America. Mr. Reed is currently a member of the Board of Visitors of the University of Alabama’s Collage of Communication and Information Sciences and is a member of the Grady Collage Journalism School’s Board of Advisors.

20

---

Table of Contents

Mark R. Thompson (45) became our Chief Financial Officer in May 2006. He was formerly Chief Financial Officer of eToys Direct, Inc., an internet retailer and distributor of toys and gifts, from 2005 to 2006. From 1999 to 2005, Mr. Thompson served as Vice President and Senior Vice President – Finance and IT with Crown Media Holdings, Inc., a public cable programming company with more than 100 million customers. Prior to that, Mr. Thompson was the Controller of Hallmark Cards North America from 1995 to 1999. From 1992 to 1995, Mr. Thompson served as the Corporate Controller of Crown Cable, a cable multiple system operator. From 1990 to 1992, Mr. Thompson served in various positions at Hallmark Cards. Inc. in corporate financial reporting and internal audit. From 1986 to 1990, Mr. Thompson was a CPA with the accounting firm KPMG. Mr. Thompson holds master’s and bachelor’s degrees in accounting. Mr. Thompson serves on the board of the Inland Press Association.

Scott T. Champion (47) is our Co-President and Co-Chief Operating Officer responsible for our Western Region. He served as Regional Executive Vice President from 1999 until he was named our Co-President and Co-Chief Operating Officer in June 2005. He was also a director from January 2000 until June 2005. In 1998, he served as our Senior Vice President. Prior to 1998, he served as Senior Vice President, regional manager and district manager of American Publishing Company (‘‘APC’’) and had been employed at APC since 1988. Prior to his employment at APC, Mr. Champion served as the publisher of a group of privately owned publications. Mr. Champion has more than 25 years of experience in the newspaper industry.

Randall W. Cope (46) is our Co-President and Co-Chief Operating Officer responsible for our Southern Midwest Region. Mr. Cope held the position of Executive Vice President from April 2002 until he was named our Co-President and Co-Chief Operating Officer in June 2005. Mr. Cope served as Vice President from December 1998 until he was named our Executive Vice President in April 2002. Mr. Cope also oversees our Specialty Publications Division and national classified advertising network. From 1995 to 1998, Mr. Cope was regional manager and publisher of the Northwest Arkansas Times in Fayetteville, Arkansas, which was owned by APC. Mr. Cope has over 20 years of experience covering all areas of newspaper operations.

Gene A. Hall (55) is an Executive Vice President and has primary responsibility for our Northern Midwest Region. He was appointed our Senior Vice President in January 1998. Prior to his employment with us, he served as a Senior Vice President of APC from 1992 to 1998. Prior to 1992, he served as a regional manager and had been employed at APC since 1988. Prior to his employment at APC, Mr. Hall was the owner and publisher of the Charles City Press Six County Shopper and The Extra in Charles City, Iowa, which GateHouse Media currently owns. Mr. Hall has more than 36 years of experience in the newspaper industry.

Kelly M. Luvison (47) is an Executive Vice President and has primary responsibility for our Atlantic Region. Mr. Luvison served as a regional manager since January 1998, was appointed a Vice President in January 2000 and Executive Vice President in April 2002. Prior to January 1998, Mr. Luvison was a regional manager for APC. Since 1996, Mr. Luvison has been publisher of The Evening Tribune in Hornell, New York, a newspaper GateHouse Media currently owns, in addition to his duties as a regional manager and Vice President.

Polly G. Sack (47) became our Vice President, General Counsel and Secretary in May 2006. She was formerly Senior Vice President and Director of Mergers and Acquisitions of IMG Worldwide, Inc. (‘‘IMG’’), a global sports, media and entertainment company, and had served in that capacity since 2001. Ms. Sack also served as IMG’s associate counsel and a vice president from 1992 to 2001. Prior to that, she worked in private practice for a major international law firm. Ms. Sack holds bachelor’s degrees in civil engineering and mathematics and a master’s degree in civil engineering, in addition to a law degree.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for those executive officers identified in the Summary Compensation Table (the ‘‘Named Executive Officers’’). GateHouse Media’s Compensation Committee was formed in October 2006 and is empowered to review and approve, or in some cases recommend for the approval of the full Board, the annual compensation and compensation procedures for the executive officers of

21

---

Table of Contents

GateHouse Media, including the Named Executive Officers. Notwithstanding our use of the term Named Executive Officers, this discussion does not apply to Daniel D. Lewis who resigned as our Chief Financial Officer, effective June 30, 2006 and prior to the formation of the Compensation Committee.

Objectives of Our Compensation Program

The primary objective of GateHouse Media’s executive compensation program is to attract and retain executives with the requisite skills and experience to help us achieve our business mission and develop, expand and execute business opportunities.

The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals. The Compensation Committee seeks to align the executives’ interests with those of our stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. The Compensation Committee evaluates both performance and compensation to ensure that GateHouse Media maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of peer companies. To that end, the Compensation Committee believes executive compensation packages provided by GateHouse Media to its executives, including the Named Executive Officers, should include both cash and stock-based compensation that reward performance as measured against established goals. Based on the foregoing objectives, the Compensation Committee has structured GateHouse Media’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by GateHouse Media and reward the executives for achieving such goals.

GateHouse Media seeks to achieve these objectives through three key compensation elements:

	•	a base salary;

	•	a performance-based annual bonus (i.e., short-term incentives), which may be paid in cash, shares of stock or a combination of both; and

	•	periodic grants of long-term, equity-based compensation (i.e., longer-term incentives), such as restricted stock units and/or restricted stock, which may be subject to performance based and/or time-based vesting requirements.

Executive Compensation Practices

GateHouse Media’s practices with respect to each of the three key compensation elements identified above, as well as other elements of compensation, are set forth below.

Base Salary

Executive officer base salaries are based on job responsibilities, the individual’s value to GateHouse Media and individual performance with respect to market competitiveness. The salaries of the Named Executive Officers named in the Summary Compensation Table are determined by employment agreements for those officers. The agreements are described under ‘‘Employment Agreements’’ below.

Annual Bonus Incentives for Named Executive Officers

Each of the Named Executive Officers with an employment agreement has either an annual target or non-target bonus that is performance-linked and based upon the achievement of certain performance goals as agreed to by the Named Executive Officer and the Board. The bonus is payable in GateHouse Media’s common stock or cash or a combination thereof. Any bonus that is payable in common stock (a ‘‘Restricted Stock Bonus’’) vests ratably over a specified multi-year period.

The annual bonus process for the Named Executive Officers involves four basic steps:

	•	At the start of the fiscal year:

	(1)	GateHouse Media-wide annual performance goals are established;

22

---

Table of Contents

	(2)	Individual performance measures are established; and

	(3)	The Compensation Committee establishes a target bonus for certain Named Executive Officers.

	•	After the end of the fiscal year:

	(4)	The Compensation Committee measures actual performance (individual and GateHouse Media-wide) against the predetermined performance goals and measures to determine the appropriate adjustment to the target bonus (if applicable), as well as other performance considerations related to unforeseen events during the year.

These four steps are described in more detail below:

(1)    Setting GateHouse Media-wide performance goals.    Early in each fiscal year, the Compensation Committee working with senior management and the Board sets overall performance goals for GateHouse Media.

In determining the extent to which the pre-set performance goals are met for a given period, the Committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events.

(2)    Setting individual performance measures.    As it sets GateHouse Media-wide performance goals, the Committee also sets individual performance measures for each Named Executive Officer. These measures allow the Committee to play a more proactive role in identifying performance objectives beyond purely financial measures, including, for example, exceptional performance of each individual’s functional responsibilities as well as leadership, creativity and innovation, collaboration, development and implementation of growth initiatives and other activities that are critical to driving long-term value for stockholders.

(3)    Setting a target bonus.    The Committee establishes a target bonus amount for that particular Named Executive Officer. The target bonus takes into account all factors that the Committee deems relevant, including the Committee’s assessment of the aggressiveness of the level of growth reflected in GateHouse Media’s annual operating plan.

(4)    Measuring performance.    After the end of the fiscal year, the Committee reviews GateHouse Media’s actual performance against each of the performance goals established at the outset of the year. The Committee makes an assessment of performance against the individual goals set at the outset of the year as well as the Named Executive Officer’s performance in relation to any extraordinary events or transactions. This assessment allows bonus decisions to take into account each Named Executive Officer’s personal performance and contribution during the year. The amount of the bonus may be adjusted up or down depending on the level of performance against the individual goals. The Named Executive Officer’s employment agreement permits the Board to determine whether annual bonuses will be paid in a Restricted Stock Bonus or cash or a combination thereof.

Long-term Incentive Compensation

Purpose.    The long-term incentive program provides a periodic award (typically annual) that is performance-based. The objective of the program is to directly align compensation for Named Executive Officers over a multi-year period with the interests of stockholders of GateHouse Media by motivating and rewarding creation and preservation of long-term stockholder value. The level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to Named Executive Officers and the goals of the compensation program described above.

Restricted Share Grants

Each of the Named Executive Officers has entered into a management stockholder agreement (the ‘‘Management Stockholder Agreements’’) pursuant to which they were awarded restricted share grants. Under the Management Stockholder Agreements, the restricted share grants are subject to a five-year vesting schedule, with one-third of the shares vesting on each of the third, fourth and fifth

23

---

Table of Contents

anniversaries from the grant date. In addition Messrs. Reed, Champion and Cope also purchased additional restricted shares of GateHouse Media common stock which are also subject to the Management Stockholder Agreements. These agreements were filed with the SEC as Exhibits 10.13, 10.14, 10.15, 10.17, 10.19 and 10.21 to GateHouse Media’s Registration Statement on Form S-1 dated July 21, 2006.

Additional restricted share grants were awarded to Mr. Thompson and Ms. Sack, two of the Named Executive Officers, following the adoption of the Incentive Plan in October 2006. The majority of the restricted share grants granted under the Incentive Plan vest in one-third increments on each of the first, second and third anniversaries of the grant date.

During the applicable vesting period, the Named Executive Officers have all the rights of a stockholder, including, without limitation, the right to vote and the right to receive all dividends or other distributions (at the same rate and on the same terms as all other stockholders). During 2006, Mr. Reed received $120,000 in dividends, Mr. Champion received $64,000 in dividends, Mr. Cope received $40,000 in dividends, Mr. Thompson received $6,000 in dividends and Ms. Sack received $6,000 in dividends.

Deferred Compensation Programs

GateHouse Media maintains the Liberty Group Publishing, Inc. Executive Benefit Plan (‘‘Executive Benefit Plan’’), a nonqualified deferred compensation plan for the benefit of certain key employees. Under the Executive Benefit Plan, GateHouse Media credits an amount, determined at GateHouse Media’s sole discretion, to a bookkeeping account established for each participating key employee. The bookkeeping account is credited with earnings and losses based upon the investment choices selected by the participant. The amounts credited to the bookkeeping account on behalf of each participating key employee vest on an installment basis over a period of five years. A participating key employee forfeits all amounts under the Executive Benefit Plan in the event that his or her employment is terminated for ‘‘cause’’ as defined in the Executive Benefit Plan. Amounts credited to a participating key employee’s bookkeeping account are distributable upon termination of the key employee’s employment, and will be made in a lump sum or installments as elected by the key employee. The Executive Benefit Plan was frozen effective as of December 31, 2006, and all accrued benefits of participants under the terms of the Executive Benefit Plan became 100% vested.

GateHouse Media also maintains the Liberty Group Publishing, Inc. Executive Deferral Plan (‘‘Executive Deferral Plan’’), a nonqualified deferred compensation plan for the benefit of certain key employees. Under the Executive Deferral Plan, eligible key employees may elect to defer a portion of their compensation for payment at a later date. Currently, the Executive Deferral Plan allows a participant to defer up to 100% of his or her annual compensation until termination of employment or such earlier period as elected by the participant. Amounts deferred are credited to a bookkeeping account established for this purpose. The bookkeeping account is credited with earnings and losses based upon the investment choices selected by the participant. Amounts deferred under the Executive Deferral Plan are fully vested and non-forfeitable. The amounts in the bookkeeping account are payable to the participant at the time and in the manner elected by the participant.

Benefits and perquisites

The Compensation Committee supports providing benefits and perquisites to our Named Executive Officers that are substantially the same as those offered to other officers of GateHouse Media at the executive’s level, including vacation, sick time, participation in GateHouse Media’s medical, dental and insurance programs, all in accordance with the terms of such plans and programs in effect from time to time.

Policy with respect to the $1 Million Deduction Limit

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the corporation’s chief executive officer and four other most highly compensated executive officers as of the end of the fiscal

24

---

Table of Contents

year. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met.

The Compensation Committee designs certain components of Named Executive Officer compensation to permit full deductibility. The Compensation Committee believes, however, that our stockholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses.

Compensation Committee Report

The Compensation Committee evaluates and establishes compensation for GateHouse Media’s executive officers and oversees other management incentive, benefit and perquisite programs. Management has the primary responsibility for GateHouse Media’s financial statements and reporting process, including the disclosure of executive compensation. With this in mind, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis found on pages 21-25 of this proxy statement. The Compensation Committee is satisfied that the Compensation Discussion and Analysis fairly represents the philosophy, intent and actions of the Compensation Committee with regard to executive compensation, and on that basis, recommend to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE
Howard Rubin, Chairman
Martin Bandier
Kevin M. Sheehan

25

---

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

 summary compensation table 

The following table provides information concerning total compensation earned or paid to the Chief Executive Officer, the Chief Financial Officers and the three other most highly-compensated executive officers of the Company who served in such capacities for the fiscal year ended December 31, 2006 (with the exception of Daniel D. Lewis as explained in the footnotes to the table). These six officers are referred to as the Named Executive Officers in this proxy statement.

Name and Principal Position			Year						Salary ($)						Bonus ($)(2)						Restricted Stock Units ($)(3)						Change in Pension Value and Nonqualified Deferred Compensation Earnings						All Other Compensation ($)(4)						Total Compensation ($)
Michael E. Reed Chief Executive Officer					2006						442,308						200,000						4,299,000						—						1,516,560						6,457,868
Scott T. Champion Co-President and Co-Chief Operating Officer					2006						200,000						200,000						143,300						—						—						543,300
Randall W. Cope Co-President and Co-Chief Operating Officer					2006						200,000						200,000						143,300						—						—						543,300
Mark R. Thompson Chief Financial Officer					2006						152,384						200,000						413,979						—						—						766,363
Polly G. Sack Vice President, General Counsel and Secretary					2006						133,345						200,000						413,979						—						37,225						784,549
Daniel D. Lewis Chief Financial Officer(1)					2006						139,000						32,720						0						—						65,847						237,567

1.	Mr. Lewis voluntarily resigned as Chief Financial Officer effective June 30, 2006.

2.

See the ‘‘Compensation Discussion and Analysis’’ section for a discussion of how the bonus amounts were determined. Of the amounts shown, 50% was paid in GateHouse Media stock in the form of a Restricted Stock Bonus with a 1/2/07 grant date. Such Restricted Stock Bonus is not included in this table under the heading ‘‘Restricted Stock Units.’’

3.

The dollar value of restricted stock set forth in this column is equal to the compensation cost recognized during 2006 for financial statement purposes in accordance with FAS 123R. This valuation method values restricted stock granted during 2006 and previous years. A discussion of the assumptions used in calculating the compensation cost is set forth in Note (2)(a) of the Notes to Consolidated Financial Statements of our 2006 Annual Report to Stockholders. Information regarding the shares of restricted stock granted to certain of our Named Executive Officers during 2006 is set forth in the Grants of Plan-Based Awards Table. The Grants of Plan-Based Awards Table also sets forth the weighted-average grant date fair value of the restricted stock granted during 2006 computed in accordance with FAS 123R.

4.

All Other Compensation for Mr. Reed includes: (i) a one-time sign-on bonus of $1,500,000 and (ii) relocation benefits of $16,560. All Other Compensation for Ms. Sack includes: (i) relocation benefits of $33,475 and (ii) GateHouse Media-paid life insurance premiums of $3,750. All Other Compensation for Mr. Lewis includes: (i) severance payment of $58,475, (ii) GateHouse Media contribution to a defined contribution plan of $5,500 and (iii) unused vacation payment of $1,872.

26

---

Table of Contents

Grants of Plan-Based Awards

We have provided the following Grants of Plan Based Awards table to provide additional information about annual cash incentive compensation, stock options and restricted share awards granted to our Named Executive Officers during the year ended December 31, 2006.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

Name

Grant Date

Threshold

Target

Maximum

Threshold (#)

Target (#)

Maximum (#)

All Other Stock Awards: Number of Shares of Stock or Units (#)(1)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($)

Grant Date Fair Value of Stock and Option Awards ($)(2)

Michael E. Reed

1/3/06

300,000

4,299,000

Scott T. Champion

3/1/06

10,000

143,300

Randall W. Cope

3/1/06

10,000

143,300

Mark R. Thompson

5/10/06

15,000

214,950

10/26/06

13,889

199,029

Polly G. Sack

5/17/06

15,000

214,950

10/26/06

13,889

199,029

Daniel D. Lewis

—

0

0

1.

The amounts set forth in this column reflect the number of restricted share grants granted under the Management Stockholder Agreements (which have a five-year vesting schedule, with one-third of the shares vesting on each of the third, fourth and fifth anniversaries from the grant date) and granted under the Incentive Plan (which have a three-year vesting schedule, with one-third of the shares vesting on each of the first, second and third anniversaries from the grant date).

2.

The dollar values of restricted shares disclosed in this column are equal to the weighted-average grant date fair value computed in accordance with FAS 123R. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 2(a) of the Notes to Consolidated Financial Statements of our 2006 Annual Report to Stockholders.

27

---

Table of Contents

Outstanding Equity Awards at Fiscal Year-End

In addition, we have provided the following Outstanding Equity Awards at Fiscal Year-End table to summarize the equity awards we have made to our Named Executive Officers which are outstanding as of December 31, 2006.

			Option Awards																								Stock Awards
Name			Number of Securities Underlying Unexercised Options Exercisable						Number of Securities Underlying Unexercised Options Unexercisable						Option Exercise Price						Option Expiration Date						Number of Shares or Units of Stock that have not Vested (#)						Market Value of Shares or Units of Stock that have not Vested($)(1)						Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that have not Vested (#)						Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
Michael E. Reed					—						—						—						—						100,000	(2)					1,856,000						—						—
																													100,000	(3)					1,856,000
																													100,000	(4)					1,856,000
Scott T. Champion					—						—						—						—						50,000	(5)					928,000						—						—
																													50,000	(6)					928,000
																													50,000	(7)					928,000
																													3,333.33	(8)					61,867
																													3,333.33	(9)					61,867
																													3,333.33	(10)					61,867
Randall W. Cope					—						—						—						—						30,000	(5)					556,800						—						—
																													30,000	(6)					556,800
																													30,000	(7)					556,800
																													3,333.33	(8)					61,867
																													3,333.33	(9)					61,867
																													3,333.33	(10)					61,867
Mark R. Thompson					—						—						—						—						5,000	(11)					92,800						—						—
																													5,000	(12)					92,800
																													5,000	(13)					92,800
																													4,630	(14)					85,933
																													4,630	(15)					85,933
																													4,630	(16)					85,933
Polly G. Sack					—						—						—						—						5,000	(17)					92,800						—						—
																													5,000	(18)					92,800
																													5,000	(19)					92,800
																													4,630	(14)					85,933
																													4,630	(15)					85,933
																													4,630	(16)					85,993
Daniel D. Lewis					—						—						—						—						—						—						—						—

28

---

Table of Contents

1.

The amounts set forth in this column equal the number of shares of restricted stock indicated multiplied by the closing price of our common stock ($18.56) on December 29, 2006, the last trading day of 2006. There can be no assurance that the amounts shown in the table will ever be realized by the Named Executive Officer.

2.	Shares of restricted stock vest on January 30, 2009.

3.	Shares of restricted stock vest on January 30, 2010.

4.	Shares of restricted stock vest on January 30, 2011.

5.	Shares of restricted stock vest on June 6, 2008.

6.	Shares of restricted stock vest on June 6, 2009.

7.	Shares of restricted stock vest on June 6, 2010.

8.	Shares of restricted stock vest on March 1, 2009.

9.	Shares of restricted stock vest on March 1, 2010.

10.	Shares of restricted stock vest on March 1, 2011.

11.	Shares of restricted stock vest on May 10, 2009.

12.	Shares of restricted stock vest on May 10, 2010.

13.	Shares of restricted stock vest on May 10, 2011.

14.	Shares of restricted stock vest on October 26, 2007.

15.	Shares of restricted stock vest on October 26, 2008.

16.	Shares of restricted stock vest on October 26, 2009.

17.	Shares of restricted stock vest on May 17, 2009.

18.	Shares of restricted stock vest on May 17, 2010.

19.	Shares of restricted stock vest on May 17, 2011.

Option Exercises and Stock Vested

We have provided the following Option Exercises and Stock Vested table to provide additional information about the value realized by our Named Executive Officers on option award exercises and stock award vesting during the year ended December 31, 2006.

Option Awards

Stock Awards

Name

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)

Daniel D. Lewis

—

—

3,000

30,000

Pension Benefits

GateHouse Media does not offer retirement benefits to any of its employees.

Name

Plan Name

Number of Years Credited Service

Present Value of Accumulated Benefit

Payments During 2006

Michael E. Reed

—

—

—

—

Scott T. Champion

—

—

—

—

Randall W. Cope

—

—

—

—

Mark R. Thompson

—

—

—

—

Polly G. Sack

—

—

—

—

Daniel D. Lewis

—

—

—

—

29

---

Table of Contents

Nonqualified Deferred Compensation

The following table sets forth information with respect to contributions to and withdrawals from the Liberty Group Publishing, Inc. Executive Deferral Plan and/or the Liberty Group Publishing, Inc. Executive Benefit Plan to our Named Executive Officer’s during fiscal year ended December 31, 2006.

Name			Executive Contributions in 2006 ($)(1)						Registrant Contributions in 2006 ($)						Aggregate Earnings in 2006 ($)(1)						Aggregate Withdrawals /Distributions ($)						Aggregate Balance at 12/31/06 ($)
Michael E. Reed					-0-						-0-						-0-						-0-						-0-
Scott T. Champion					28,462						5,500						37,986						-0-						305,512
Randall W. Cope					-0-						5,500						4,892						-0-						46,597
Mark R. Thompson					-0-						-0-						-0-						-0-						-0-
Polly G. Sack					-0-						-0-						-0-						-0-						-0-
Daniel D. Lewis					1,694						5,500						1,621						37,582						-0-

1.	No amounts reported in these columns are reported as compensation in the 2006 Summary Compensation Table.

Employment Agreements

Michael E. Reed

Mr. Reed is employed as Chief Executive Officer of GateHouse Media pursuant to an employment agreement effective as of January 30, 2006. Under this agreement, he has the duties and responsibilities customarily exercised by the person serving as chief executive officer of a company the size and nature of GateHouse Media.

Pursuant to his employment agreement, which has an initial three-year term with an automatic one-year renewal unless GateHouse Media or Mr. Reed gives notice of non-renewal within ninety days prior to the end of the term, Mr. Reed receives an annual base salary of $500,000. Mr. Reed also is eligible for an annual, performance-based bonus. The agreement provides that Mr. Reed is eligible to receive an annual target bonus of $200,000 upon the achievement of certain performance goals agreed to by Mr. Reed and GateHouse Media’s Board. The bonus is payable in either GateHouse Media’s common stock or cash in the discretion of the Board, provided that no more than 50% of the bonus shall be payable in GateHouse Media’s common stock without Mr. Reed’s approval. Any Restricted Stock Bonus will vest ratably on the third, fourth and fifth anniversaries of the grant date. For fiscal year 2006 only, Mr. Reed received a ‘‘sign-on’’ cash bonus of $1,500,000. Mr. Reed’s employment agreement also provided for the reimbursement of his reasonable relocation expenses.

Pursuant to his employment agreement, Mr. Reed also received a one-time grant of 300,000 shares of restricted common stock (the ‘‘Initial Stock Grant’’) which vests ratably on January 30, 2009, January 30, 2010 and January 30, 2011 (the third, fourth and fifth anniversaries of his employment agreement’s effective date).

Scott T. Champion

Mr. Champion is employed as Co-President and Co-Chief Operating Officer of GateHouse Media pursuant to an employment agreement effective as of June 6, 2005. Under this agreement, he has the duties and responsibilities customarily exercised by the person serving as president and chief operating officer of a company of the size and nature of GateHouse Media.

Pursuant to his employment agreement, which has an initial three-year term with an automatic one-year renewal unless GateHouse Media or Mr. Champion gives notice of non-renewal within ninety days prior to the end of the term, Mr. Champion receives an annual base salary of $200,000. Mr. Champion also is eligible for an annual, performance-based target bonus of $200,000 based upon the achievement of certain performance goals agreed to by Mr. Champion and GateHouse Media’s Board. The bonus may be a Restricted Stock Bonus. Mr. Champion has the right to receive the lesser of: (x) 50% of the annual target bonus paid in GateHouse Media’s common stock or (y) $100,000 of such bonus payable in cash.

30

---

Table of Contents

Pursuant to his employment agreement, Mr. Champion received an Initial Stock Grant of 150,000 shares which vests ratably on June 6, 2008, June 6, 2009 and June 6, 2010 (the third, fourth and fifth anniversaries of his employment agreement’s effective date).

Randall W. Cope

Mr. Cope is employed as Co-President and Co-Chief Operating Officer of GateHouse Media pursuant to an employment agreement effective as of June 6, 2005. Under the agreement, he has the duties and responsibilities customarily exercised by the person serving as president and chief operating officer of a company the size and nature of GateHouse Media.

Pursuant to his employment agreement, which has an initial three-year term with an automatic one-year renewal unless GateHouse Media or Mr. Cope gives notice of non-renewal within ninety days prior to the end of the term, Mr. Cope receives an annual base salary of $200,000. Mr. Cope also is eligible for an annual, performance-based target bonus of $200,000 based upon the achievement of certain performance goals agreed to by Mr. Cope and GateHouse Media’s Board. The bonus may be a Restricted Stock Bonus. Mr. Cope has the right to receive the lesser of: (x) 50% of the annual target bonus paid in the GateHouse Media’s common stock or (y) $100,000 of such bonus payable in cash.

Pursuant to his employment agreement, Mr. Cope received an Initial Stock Grant of 90,000 shares which vests ratably on June 6, 2008, June 6, 2009 and June 6, 2010 (the third, fourth and fifth anniversaries of his employment agreement’s effective date).

Mark R. Thompson

Mr. Thompson is employed as the Chief Financial Officer of GateHouse Media pursuant to an employment agreement effective as of May 10, 2006. Under this agreement, he has the duties and responsibilities customarily exercised by the person serving as chief financial officer of a company of the size and nature of GateHouse Media.

Pursuant to his employment agreement, which has no guaranteed term of employment or renewal provision, Mr. Thompson receives an annual base salary of $250,000. Mr. Thompson also is eligible for an annual, performance-based bonus, without a target level, based upon the achievement of certain performance goals agreed to by Mr. Thompson and GateHouse Media’s Board. Such bonus may be a Restricted Stock Bonus as determined by the Board and without restriction as to the relative proportions of common stock or cash comprising such bonus. For fiscal year 2006 only, the agreement initially provided that Mr. Thompson would receive a cash bonus of not less than $125,000. Mr. Thompson’s employment agreement was subsequently amended to provide that the bonus may be paid in any combination of cash and/or securities. Mr. Thompson received a bonus of $200,000. Mr Thompson’s employment agreement also provided for the reimbursement of his reasonable relocation expenses.

Pursuant to his employment agreement, Mr. Thompson received an Initial Stock Grant of 15,000 shares which vests ratably on May 10, 2009, May 10, 2010 and May 10, 2011 (the third, fourth and fifth anniversaries of his employment agreement’s effective date).

Polly G. Sack

Ms. Sack is employed as the Vice President, General Counsel and Secretary of GateHouse Media pursuant to an employment agreement effective as of May 17, 2006. Under this agreement, she has the duties and responsibilities customarily exercised by the person serving as chief legal officer of a company of the size and nature of GateHouse Media.

Pursuant to her employment agreement, which has no guaranteed term of employment or renewal provision, Ms. Sack receives an annual base salary of $225,000. Ms. Sack also is eligible for an annual, performance-based bonus, without a target level, based upon the achievement of certain performance goals agreed to by Ms. Sack and GateHouse Media’s Board. Such bonus may be a Restricted Stock Bonus as determined by the Board and without restriction as to the relative

31

---

Table of Contents

proportions of common stock or cash comprising such bonus. For fiscal year 2006 only, the agreement provided that Ms. Sack would receive a cash bonus of not less than $85,000. Ms. Sack received a bonus of $200,000. Ms. Sack’s employment agreement also provided for the reimbursement of her reasonable relocation expenses.

Pursuant to her employment agreement, Ms. Sack received an Initial Stock Grant of 15,000 shares which vests ratably on May 17, 2009, May 17, 2010 and May 17, 2011 (the third, fourth and fifth anniversaries of her employment agreement’s effective date).

Daniel D. Lewis

Mr. Lewis was employed as the Chief Financial Officer of GateHouse Media until his resignation on June 30, 2006. Pursuant to an Employment Termination Agreement dated as of June 2, 2006, Mr. Lewis was entitled to receive five months of his current base salary as the severance payment. Mr. Lewis also received the continuation of his health insurance coverage during the five month severance period.

The Employment Termination Agreement also provided for immediate vesting of 3,000 shares of restricted GateHouse common stock granted to Mr. Lewis pursuant to his Management Stockholder Agreement. Finally, the Employment Termination Agreement provided that GateHouse Media would pay to Mr. Lewis the then-current balance in his executive deferred compensation account and any accrued and unused vacation pay.

All of the Named Executive Officers have restrictive covenants for the benefit of GateHouse Media relating to non-competition during the term of employment and for the one year period following termination of their employment for any reason. Also in their employment agreements are restrictive covenants relating to non-solicitation of GateHouse Media employees, directors, agents, clients, customers, vendors, suppliers or consultants during the term of employment and for the one year period following termination of their employment for any reason.

Potential Payments Upon Termination or Change of Control

The table on page 35 of this proxy statement estimates the amount of compensation payable to each of the Named Executive Officers of GateHouse Media in the event of termination of such executives’ employment upon voluntary termination, termination for cause, death, disability, retirement, involuntary not for cause termination, and termination following a change of control. The amounts shown assume that such termination was effective as of December 31, 2006. The actual amounts to be paid out can only be determined at the time of such executive’s separation from GateHouse Media. A Named Executive Officer is entitled to receive amounts earned during his or her term of employment regardless of the manner in which the Named Executive Officer’s employment is terminated. These amounts include accrued but unpaid base salary and accrued and unused vacation pay through the date of such termination (the ‘‘Accrued Benefits’’). These amounts are not shown in the table. The termination provisions in each of the Named Executive Officer’s employment agreements are substantially identical and are summarized below.

The Management Stockholder Agreements contain a call option exercisable at GateHouse Media’s discretion pursuant to which GateHouse Media may purchase the Named Executive Officer’s nonforfeited common stock, which are subject to the Management Stockholder Agreements, upon termination of the Named Executive Officer’s employment for any reason (the ‘‘Call Option’’). GateHouse Media shall pay the Named Executive Officer: (i) in the case of a termination for cause, the lower of the purchase price of $1,000 per share or the fair market value (as determined by the Board) or (ii) in the case of a termination for any reason other than cause, the fair market value (as determined by the Board).

Additionally, under the Incentive Plan, if the Named Executive Officer’s employment is terminated for any reason, any remaining unvested restricted shares shall immediately be repurchased by GateHouse Media at a price equal to the par value ($.01) per share (the ‘‘Repurchase Obligation’’).

32

---

Table of Contents

Payments Made Upon Voluntary Termination and Termination for Cause

Under the employment agreements, if a Named Executive Officer’s employment is voluntarily terminated or terminated by GateHouse Media for cause, that Named Executive Officer is not entitled to any further compensation or benefits other than Accrued Benefits. Messrs. Champion and Cope would forfeit all restricted shares subject to the Initial Restricted Stock Grant and any additional Restricted Stock Bonuses. Messrs. Reed and Thompson and Ms. Sack would forfeit all unvested shares subject to the Initial Stock Grant and any Restricted Stock Bonuses and, in the case of termination due to an act of dishonesty committed in connection with GateHouse Media business, Messrs. Reed and Thompson and Ms. Sack would forfeit all shares subject to the Initial Stock Grant and any Restricted Stock Bonuses.

Under the Management Stockholder Agreements, GateHouse Media may exercise its Call Option.

Under the Incentive Plan, GateHouse Media shall purchase any remaining unvested restricted shares pursuant to its Repurchase Obligation.

Payments Made Upon Death, Disability or Retirement

Under the employment agreements, if the Named Executive Officer’s employment is terminated by reason of death, the Named Executive Officer shall not be entitled to receive any further compensation or benefits other than the Accrued Benefits and any benefits under a life insurance policy paid for by the Named Executive Officer. If the Named Executive Officer’s employment is terminated by reason of disability or retirement, the Named Executive Officer shall not be entitled to receive any further compensation or benefits other than the Accrued Benefits. If the Named Executive Officer fails to perform his or her duties as a result of disability or incapacity, the Named Executive Officer shall continue to receive his base salary and all other benefits and all other compensation unless and until his or her employment is terminated.

Under the Management Stockholder Agreements, if the Named Executive Officer’s employment is terminated by reason of death or disability, the Named Executive Officer shall be entitled to the restricted shares that would have vested on the next anniversary date following the date of such termination, but in no event less than one-third ( 1/3) of the restricted shares. In addition, GateHouse Media may exercise its Call Option.

Under the Incentive Plan, if the Named Executive Officer’s employment is terminated by reason of death or disability, the Named Executive Officer shall be entitled to the restricted shares that would have vested on the next vesting date following the date of such termination. In addition, GateHouse Media shall purchase any remaining unvested restricted shares pursuant to its Repurchase Obligation.

Payments Made Upon Involuntary not for Cause Termination, or Change in Control with Termination

Under the employment agreements, if the Named Executive Officer’s employment is terminated by GateHouse Media other than for cause, the Named Executive Officer shall be entitled to:

	(i)	the Accrued Benefits;

	(ii)	an amount equal to twelve (12) months’ current base salary;

	(iii)	the annual bonus including any declared bonus not yet paid;

	(iv)	continuation of the Named Executive Officer’s health benefits at the same levels until the earlier of (a) the time it takes the Named Executive Officer to become eligible for benefits from a new employer or (b) twelve (12) months from the date of termination;

	(v)	the shares subject to the Initial Stock Grant and any additional Restricted Stock Bonuses that would have vested on the next anniversary date following the date of such termination, but in no event less than one-third (1/3) each of the shares subject to the Initial Stock Grant and any additional Restricted Stock Bonuses; and

33

---

Table of Contents

	(vi)	if within twelve (12) months of a change in control, 100% of the remaining unvested shares subject to the Initial Stock Grant and an additional Restricted Stock Bonuses, which shall automatically vest.

Under the Management Stockholder Agreements, GateHouse Media may exercise its Call Option.

Under the Incentive Plan, if the Named Executive Officer’s employment is terminated without cause, the Named Executive Officer shall be entitled to the restricted shares that would have vested on the next vesting date following the date of such termination. In addition, GateHouse Media shall purchase any remaining unvested restricted shares pursuant to its Repurchase Obligation. If the termination is within twelve (12) months of a change in control, 100% of the remaining unvested shares shall automatically vest.

The employment agreements reference the definition of change in control in the Incentive Plan. The Incentive Plan defines a change in control as:

	(i)	if any person acquires 50.1% or more of GateHouse Media’s voting securities (other than securities acquired directly from GateHouse Media or its affiliates); or

	(ii)	upon the consummation of a merger or consolidation of GateHouse Media or any subsidiary of GateHouse Media other than a merger or consolidation where at least a majority of the Board immediately following the merger or consolidation shall be at least a majority of the board of the surviving entity or its ultimate parent; or

	(iii)	upon the approval by the stockholders of a complete liquidation or dissolution of GateHouse Media of all or substantially all of GateHouse Media’s assets, other than (i) a sale or disposition by GateHouse Media of GateHouse Media’s assets to an entity of which at least 50.1% of the voting power is owned by the stockholders of GateHouse Media or (ii) a sale or disposition of all or substantially all of GateHouse Media’s assets immediately following which the board members immediately prior thereto constitute at least a majority of the board members of the entity who bought the assets or if the buyer is a subsidiary, the buyer’s ultimate parent.

34

---

Table of Contents

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Event			M. E. Reed						S. T. Champion						R. W. Cope						M. R. Thompson						P.G. Sack						D. D. Lewis
Voluntary Termination and Termination for Cause Call Option(1)				$	464,000					$	928,000					$	556,800					$	-0-					$	-0-					$	-0-
Repurchase Obligation(3)					-0-						-0-						-0-						139						139						-0-
Total				$	464,000					$	928,000					$	556,800					$	139					$	139					$	-0-
Death Accelerated restricted stock				$	1,856,000					$	989,867					$	618,667					$	178,733					$	178,733					$	-0-
Call Option(1)(2)					464,000						928,000						556,800						-0-						-0-						-0-
Repurchase Obligation(3)					-0-						-0-						-0-						93						93						-0-
Life insurance proceeds					-0-						667,000						800,000						-0-						-0-						-0-
Total				$	2,320,000					$	2,584,867					$	1,975,467					$	178,826					$	178,826					$	-0-
Disability Accelerated restricted stock				$	1,856,000					$	989,867					$	618,667					$	178,733					$	178,733					$	-0-
Call Option(1)(2)					464,000						928,000						556,800						-0-						-0-						-0-
Repurchase Obligation(3)					-0-						-0-						-0-						93						93						-0-
Total				$	2,320,000					$	1,917,867					$	1,175,467					$	178,826					$	178,826					$	-0-
Retirement Call Option(1)				$	464,000					$	928,000					$	556,800					$	-0-					$	-0-					$	-0-
Repurchase Obligation(3)					-0-						-0-						-0-						139						139						-0-
Total				$	464,000					$	928,000					$	556,800					$	139					$	139					$	-0-
Involuntary not for Cause Termination
Annual Bonus				$	200,000					$	200,000					$	200,000					$	200,000					$	200,000					$	-0-
Accelerated restricted stock					1,856,000						989,867						618,667						178,733						178,733						30,000
Call Option(1)(2)					464,000						928,000						556,800						-0-						-0-						-0-
Repurchase Obligation(3)					-0-						-0-						-0-						93						93						-0-
Cash severance
payment					500,000						200,000						200,000						250,000						225,000						58,475
Continued health care
benefits					70,984						70,984						70,984						70,984						70,984						1,747
Total				$	3,090,984					$	2,388,851					$	1,646,451					$	699,810					$	674,810					$	90,222
Change in Control with Termination
Annual bonus				$	200,000					$	200,000					$	200,000					$	200,000					$	200,000					$	-0-
Accelerated restricted stock					5,568,000						2,969,600						1,856,000						536,180						536,180						-0-
Call Option(1)(2)					464,000						928,000						556,800						-0-						-0-						-0-
Cash severance
payment					500,000						200,000						200,000						250,000						225,000						-0-
Continued health care
benefits					70,984						70,984						70,984						70,984						70,984						1,747
Total				$	6,802,984					$	4,368,584					$	2,883,784					$	1,057,164					$	1,032,164					$	1,747

(1)

The amounts set forth in this row assume that GateHouse Media exercises its Call Option as provided under all of the Management Stockholder Agreements and pays the Named Executive Officer the fair market value, based on the closing price of its common stock ($18.56) on December 29, 2006, the last trading day of 2006.

(2)	The amounts set forth in this row could also include the accelerated restricted stock amount identified in the preceding row, but are not included herein to avoid counting this potential payment twice.

(3)	The amounts set forth in this row assume that GateHouse Media purchases any remaining unvested restricted shares pursuant to its Repurchase Obligation as provided under the Incentive Plan and pays the Named Executive Officer the par value ($.01) per share.

35

---

Table of Contents

AUDIT COMMITTEE REPORT

Management has the primary responsibility for the integrity of GateHouse Media’s financial information and the financial reporting process, including the system of internal control over financial reporting. GateHouse Media’s independent registered public accounting firm is responsible for conducting independent audits of GateHouse Media’s financial statements and management’s assessment of the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the financial statements and management’s assessment based upon those audits. The Audit Committee is responsible for overseeing the conduct of these activities.

As part of its oversight responsibility, the Audit Committee has reviewed and discussed the audited financial statements, the adequacy of financial controls and the effectiveness of GateHouse Media’s internal control over financial reporting with management and GateHouse Media’s independent registered public accounting firm. The Audit Committee also has discussed with GateHouse Media’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has received the written disclosures and the letter from GateHouse Media’s independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with it that firm’s independence.

Based upon the reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in GateHouse Media’s Annual Report on Form 10-K for the year ended December 31, 2006 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
Kevin M. Sheehan, Chairman
Burl Osborne
Howard Rubin

36

---

Table of Contents

MATTERS RELATING TO THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Change in Independent Auditors

On April 5, 2007, GateHouse Media, upon the approval of its Audit Committee, dismissed KPMG LLP (‘‘KPMG’’) as its independent registered public accounting firm and engaged Ernst & Young LLP (‘‘EY’’) to serve as the independent registered public accounting firm to audit its financial statements for the fiscal year ending December 31, 2007.

KPMG’s reports on GateHouse Media’s financial statements as of December 31, 2005 and 2006 and for the year ended December 31, 2006 and the periods from June 6, 2005 to December 31, 2005 and from January 1, 2005 to June 5, 2005, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles except that they include an explanatory paragraph related to the adoption, during 2006, of Statement of Financial Accounting Standards No. 123(R), ‘‘Share-Based Payment,’’ an explanatory paragraph related to the change of the date to June 30 on which the annual impairment assessment of goodwill and intangible assets with indefinite lives is made, and an explanatory paragraph related to the acquisition of all of GateHouse Media’s outstanding stock in a business combination in June 2005 accounted for as a purchase and as a result, the consolidated financial information for the period after the acquisition is presented on a different cost basis than for the periods prior to the acquisition and therefore, is not comparable.

During the fiscal years ended December 31, 2005 and December 31, 2006, and the subsequent interim period through April 5, 2007: there were (i) no disagreements between GateHouse Media and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports; and (ii) no ‘‘reportable events’’ (as described in Item 304(a)(1)(v) of Regulation S-K), except as disclosed below, related to material weaknesses in the internal control over financial reporting. For the year ended December 31, 2005, KPMG identified two material weaknesses in GateHouse Media’s internal control over financial reporting. These were (1) insufficient analysis of GAAP to determine the appropriate accounting for certain unusual transactions and failure to maintain a policy that requires a formal review of unusual or significant transactions and (2) in conjunction with an acquisition transaction, failure to appropriately establish a new basis of accounting, as required under GAAP, failure to record transaction costs associated with the acquisition transaction in the appropriate period and failure to record in the general ledger post-closing entries to reflect the new basis of accounting. GateHouse Media has authorized KPMG to respond fully to the inquiries of the successor accountant regarding this matter.

No material weaknesses were identified by KPMG for the year ended December 31, 2006.

Appointment of Ernst & Young LLP

On April 5, 2007, GateHouse Media, upon the approval of the Audit Committee, engaged EY as its independent registered public accounting firm.

Prior to the engagement of EY, GateHouse Media did not consult with EY on any matter that (1) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements, in each case where either written or oral advice was provided that EY concluded was an important factor considered by GateHouse Media in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Additional information regarding the services provided to GateHouse Media by KPMG during 2006 is set forth under the caption entitled ‘‘Matters Relating to the Independent Registered Public Accounting Firm.’’

37

---

Table of Contents

Representatives of KPMG and EY are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they wish and to respond to appropriate stockholder questions.

Fees Paid to KPMG.    The following table sets forth the fees for services provided by KPMG during the fiscal years ended December 31, 2006 and December 31, 2005.

			2006						2005
Audit Fees				$	2,502,000					$	504,000
Audit-Related Fees					0						0
Tax Fees					0						0
All Other Fees					125,000						9,000
Total				$	2,627,000					$	513,000

The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services.

Audit Fees.    These are fees for professional services rendered by KPMG for the integrated audit of (a) GateHouse Media’s annual consolidated financial statements, (b) management’s assessment of the effectiveness of internal control over financial reporting and (c) the effectiveness of internal control over financial reporting; the review of financial statements included in GateHouse Media’s Quarterly Reports on Form 10-Q; and services that are typically rendered in connection with the statutory and regulatory filings or engagements. For fiscal year ended December 31, 2006, these fees included $1,618,000 in connection with GateHouse Media’s initial public offering commencing on October 24, 2006.

Audit-Related Fees.    These are fees for assurance and related services rendered by KPMG that are reasonably related to the performance of the audit or the review of GateHouse Media’s financial statements that are not included as audit fees. These services consist of consultation on financial accounting and reporting. For fiscal years 2005 and 2006, no fees were incurred for these services.

Tax Fees.    These are fees for professional services rendered by KPMG with respect to tax compliance, tax advice and tax planning. These services consist of the review of certain tax returns and consulting on tax planning matters. For fiscal years 2005 and 2006, no fees were incurred for these services.

All Other Fees.     In each of the fiscal years ended December 31, 2006 and December 31, 2005, these fees related to due diligence assistance with GateHouse Media’s acquisitions.

Audit Committee Pre-approved Policy.    The Audit Committee is responsible for pre-approving all audit services and permitted non-audit services (including the fees and retention terms) to be performed for GateHouse Media by the independent registered public accounting firm prior to their engagement for such services.

For each engagement, management provides the Audit Committee with information about the services and fees sufficiently detailed to allow the Audit Committee to make an informed judgment about the nature and scope of the services and the potential for the services to impair the independence of the auditor. After the end of the audit year, management provides the Audit Committee with a summary of the actual fees incurred for the completed audit year.

RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
(PROPOSAL 2)

The Audit Committee has appointed EY as GateHouse Media’s independent registered public accounting firm to audit its consolidated financial statements for the fiscal year ending December 31, 2007.

The Board unanimously recommends that you vote ‘‘FOR’’ Proposal 2 relating to the ratification of the appointment of EY as GateHouse Media’s independent registered public accounting firm for the fiscal year ending December 31, 2007.

38

---

Table of Contents

Vote Required

Ratification of the appointment of EY as GateHouse Media’s independent registered public accounting firm for the 2007 fiscal year requires the affirmative vote of a majority of the shares of GateHouse Media common stock present in person or represented by proxy and entitled to be voted at the meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires GateHouse Media’s directors and executive officers, as well as each person or group holding more than 10% of our common stock, to file reports of ownership and changes in ownership of GateHouse Media equity securities with the Securities and Exchange Commission and the New York Stock Exchange. To GateHouse Media’s knowledge, based solely on information furnished to GateHouse Media and written representations by such persons, all of GateHouse Media’s directors and executive officers, as well as each person or group known to us holding more than 10% of our common stock, complied with their filing requirements in 2006, except that Fortress, a beneficial owner of more than 10% of our securities, inadvertently omitted to include 600,000 shares of GateHouse Media common stock owned by Fortress in its original Form 3 filed on October 24, 2006. A Form 3 amendment was filed on April 13, 2007.

OTHER MATTERS

Expense and Method of Proxy Solicitation

The enclosed proxy is solicited by the Board and the entire cost of solicitation will be paid by GateHouse Media. In addition, GateHouse Media may reimburse banks, brokers and other nominees for costs reasonably incurred by them in forwarding proxy materials to beneficial owners of its common stock. GateHouse Media officers and other employees may also solicit the return of proxies. Proxies will be solicited by personal contact, mail, telephone and electronic means.

Householding Information

Some banks, brokers and other nominees are participating in the practice of ‘‘householding’’ proxy statements and annual reports. This means that beneficial holders of GateHouse Media’s common stock who share the same address or household may not receive separate copies of this proxy statement and GateHouse Media’s 2006 Annual Report on Form 10-K. GateHouse Media will promptly deliver an additional copy of either document to you if you write us at: GateHouse Media, Inc. 350 WillowBrook Office Park, Fairport, New York 14450, Attention: Investor Relations.

Annual Report on Form 10-K

GateHouse Media will provide to each stockholder who is solicited to vote at the 2007 Annual Meeting of Stockholders, upon the request of such person and without charge, another free copy of its 2006 Annual Report on Form 10-K. Please write us at: 350 WillowBrook Office Park, Fairport, New York 14450, Attention: Investor Relations.

39

---