Exhibit
      10.2








RESTRICTED
      SHARE AGREEMENT


UNDER
      THE
      GATEHOUSE MEDIA, INC.


OMNIBUS
      STOCK INCENTIVE PLAN





This
      Award Agreement (this "Restricted Share Agreement"), dated as of January 3,
      2008
      (the "Date of Grant"), is made by and between GateHouse Media, Inc., a Delaware
      corporation (the "Company"), and xxx (the "Participant"). Capitalized terms
      not
      defined herein shall have the meaning ascribed to them in the GateHouse Media,
      Inc. Omnibus Stock Incentive Plan (the "Plan"). Where the context permits,
      references to the Company shall include any successor to the
      Company.





1.
      Grant
      of Restricted Shares. The Company hereby grants to the Participant xxx Shares
      (such shares, the "Restricted Shares"), subject to all of the terms and
      conditions of this Restricted Share Agreement and the Plan.





2.
      Lapse
      of Restrictions.





(a)
      Vesting.





(i)
      General. Subject to the provisions set forth below, the restrictions on Transfer
      (as defined in Section 9 hereof) set forth in Section 2(b) hereof shall lapse
      with respect to the number of Restricted Shares specified for each Vesting
      Date
      as follows:





Vesting
                Date
            
            Number
                of Restricted SharesJanuary
                3, 2009
            
            
            x,xxxJanuary
                3, 2010
            
            
            x,xxxJanuary
                3, 2011
            
            
            x,xxx





subject
      in each case to the continued employment of the Participant by the Company
      or
      one of its Subsidiaries or Affiliates from the date hereof through the relevant
      Vesting Date, and provided that the Participant has not given notice of
      resignation, as of each such Vesting Date, subject to paragraph (ii) of this
      Section 2(a).





(ii)
      Following Certain Terminations of Employment. Subject to the next sentence,
      upon
      termination of the Participant's employment with the Company and its
      Subsidiaries and Affiliates for any reason (including the death or Disability
      of
      the Participant), any Restricted Shares in respect of which the restrictions
      on
      Transfer described in this Section shall not already have lapsed shall be
      immediately repurchased by the Company at a price equal to the par value per
      Share and neither the Participant nor any of the Participant's successors,
      heirs, assigns, or personal representatives shall thereafter have any further
      rights or interests in such Restricted Shares. Notwithstanding the
      foregoing:





(x)
      in
      the event that the Participant's employment with the Company or a Subsidiary
      or
      Affiliate is terminated by the Company without Cause, then the Restricted Shares
      (if any) which are due to vest at the next Vesting Date shall vest on the date
      of such termination of employment, and the restrictions on Transfer of such
      Restricted Shares set out in Section 2(b) shall lapse, subject to the
      Participant's execution of a separation agreement prepared by the Company (or
      any Subsidiary of Affiliate) which includes, inter alia, a general release
      of
      claims; and








(y)
      in
      the event that the Participant's employment is terminated by the Company without
      Cause within 12 months following a Change of Control, then 100% of the
      Restricted Shares that are not vested as of the date of such termination shall
      immediately vest.





(b)
      Restrictions. Until the restrictions on Transfer of the Restricted Shares lapse
      as provided in Section 2(a) hereof, or as otherwise provided in the Plan, no
      Transfer of the Restricted Shares or any of the Participant's rights with
      respect to the Restricted Shares, whether voluntary or involuntary, by operation
      of law or otherwise, shall be permitted. Unless the Administrator determines
      otherwise, upon any attempt to Transfer Restricted Shares or any rights in
      respect of Restricted Shares, before the lapse of such restrictions, and all
      of
      the rights related thereto, shall be immediately repurchased by the Company
      at a
      price equal to the par value per Share.





3.
      Adjustments. Pursuant to Section 5 of the Plan, in the event of a Change in
      Capitalization as described therein, an equitable substitution or proportionate
      adjustment shall be made in a manner determined by the Administrator to the
      number and kind of securities or other property (including cash) issued or
      issuable in respect of outstanding Restricted Shares.





4.
      Legend
      on Certificates. The Participant agrees that any certificate issued for
      Restricted Shares (or, if applicable, any book entry statement issued for
      Restricted Shares) prior to the lapse of any outstanding restrictions relating
      thereto shall bear the following legend (in addition to any other legend or
      legends required under applicable federal and state securities
      laws):





THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      UPON
      TRANSFER AND RIGHTS OF REPURCHASE (THE "RESTRICTIONS") AS SET FORTH IN THE
      GATEHOUSE MEDIA, INC. OMNIBUS STOCK INCENTIVE PLAN AND A RESTRICTED SHARE
      AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND GATEHOUSE MEDIA, INC.,
      COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT
      TO
      DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY
      WAY
      OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE
      NULL
      AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES
      AS
      PROVIDED BY SUCH PLAN AND AGREEMENT.





5.
      Certain Changes. The Administrator may accelerate the date on which the
      restrictions on transfer set forth in Section 2(b) hereof shall lapse or
      otherwise adjust any of the terms of the Restricted Shares; provided that,
      subject to Section 5 of the Plan, no action under this Section shall adversely
      affect the Participant's rights hereunder.











6.
      Notices. All notices and other communications under this Restricted Share
      Agreement shall be in writing and shall be given by facsimile or first class
      mail, certified or registered with return receipt requested, and shall be deemed
      to have been duly given three days after mailing or 24 hours after transmission
      by facsimile to the respective parties, as follows: (a) if to the Company,
      GateHouse Media, Inc., 350 WillowBrook Office Park, Fairport, NY 14450 , Attn:
      General Counsel and (b) if to the Participant, using the contact information
      on
      file with the Company. Either party hereto may change such party's address
      for
      notices by notice duly given pursuant hereto.





7.
      Securities Laws Requirements. The Company shall not be obligated to issue Shares
      to the Participant free of the restrictive legend described in Section 4 hereof
      or of any other restrictive legend, if such transfer, in the opinion of counsel
      for the Company, would violate the Securities Act of 1933, as amended (the
      "Securities Act") (or any other federal or state statutes having similar
      requirements as may be in effect at that time).





8.
      No
      Obligation to Register. The Company shall be under no obligation to register
      the
      Restricted Shares pursuant to the Securities Act or any other federal or state
      securities laws.





9.
      Protections Against Violations of Agreement. Until such time as the Restricted
      Shares are fully vested in accordance with Section 2(a) hereof, no purported
      sale, assignment, mortgage, hypothecation, transfer, charge, pledge,
      encumbrance, gift, transfer in trust (voting or other) or other disposition
      of,
      or creation of a security interest in or lien on, any of the Restricted Shares
      or any agreement or commitment to do any of the foregoing (each a "Transfer")
      by
      any holder thereof in violation of the provisions of this Restricted Share
      Agreement will be valid, except with the prior written consent of the Board
      of
      Directors of the Company (such consent shall be granted or withheld in the
      sole
      discretion of the Board of Directors).





Any
      purported Transfer of Restricted Shares or any economic benefit or interest
      therein in violation of this Restricted Share Agreement shall be null and void
      ab initio, and shall not create any obligation or liability of the Company,
      and
      any person purportedly acquiring any Restricted Shares or any economic benefit
      or interest therein transferred in violation of this Restricted Share Agreement
      shall not be entitled to be recognized as a holder of such Shares.





Without
      prejudice to the foregoing, in the event of a Transfer or an attempted Transfer
      in violation of this Restricted Share Agreement, the Company shall have the
      right (in its sole discretion) to require a repurchase from the Participant
      of
      such Restricted Shares the subject of the Transfer or attempted Transfer at
      a
      price per Share equal to the par value per Share.





10.
      Taxes. The Participant understands that he or she (and not the Company) shall
      be
      responsible for any tax liability that may arise as a result of the transactions
      contemplated by this Restricted Share Agreement. The Participant shall pay
      to
      the Company promptly upon request, and in any event at the time the Participant
      recognizes taxable income in respect to the Restricted Shares (or, if the
      Participant makes an election under Section 83(b) of the Code in connection
      with
      such grant), an amount equal to the taxes the Company determines it is required
      to withhold at the lowest applicable rate determined by the Company under
      applicable tax laws with respect to the Restricted Shares. The Participant
      may
      satisfy the foregoing requirement by making a payment to the Company in cash
      or,
      with the approval of the Administrator, in its sole discretion, by electing
      to
      have the Company repurchase Shares which the Participant already owns and in
      such event the Company shall repurchase such number of Shares having a value
      equal to the minimum amount of tax required to be withheld. Such Shares shall
      be
      valued at their Fair Market Value on the date as of which the amount of tax
      to
      be withheld is determined. Any fractional amounts shall be settled in cash.
      The
      Participant shall promptly notify the Company of any election made pursuant
      to
      Section 83(b) of the Code. A form of such election is attached hereto as Exhibit
      A.








THE
      PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND
      NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE,
      EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE
      THIS
      FILING ON THE PARTICIPANT'S BEHALF.





The
      Participant acknowledges that the tax laws and regulations applicable to the
      Restricted Shares and the disposition of the Restricted Shares following vesting
      are complex and subject to change, and it is the sole responsibility of the
      Participant to obtain his or her own advice as to the tax treatment of the
      terms
      of this Restricted Share Agreement.





BY
      SIGNING THIS AGREEMENT, THE PARTICIPANT REPRESENTS THAT HE OR SHE HAS REVIEWED
      WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
      CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE
      OR
      SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR
      REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE PARTICIPANT UNDERSTANDS
      AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY
      TAX
      LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT.





11.
      Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
      time any provision of this Restricted Share Agreement shall in no way be
      construed to be a waiver of such provision or of any other provision
      hereof.





12.
      Confidentiality. The Participant acknowledges that during the period of his
      or
      her employment with the Company or any Subsidiary of Affiliate, he or she shall
      have access to the Company's Confidential Information (as defined below). All
      books of account, records, systems, correspondence, documents, and any and
      all
      other data, in whatever form, concerning or containing any reference to the
      works and business of the Company or its affiliated companies shall belong
      to
      the Company and shall be given up to the Company whenever the Company requires
      the Participant to do so. The Participant agrees that the Participant shall
      not
      at any time during the term of the Participant's employment or thereafter,
      without the Company's prior written consent, disclose to any person (individual
      or entity) any information or any trade secrets, plans or other information
      or
      data, in whatever form, (including, without limitation, (a) any financing
      strategies and practices, pricing information and methods, training and
      operational procedures, advertising, marketing, and sales information or
      methodologies or financial information and (b) any Proprietary Information
      (as
      defined below)), concerning the Company's or any of its affiliated companies'
      or
      customers' practices, businesses, procedures, systems, plans or policies
      (collectively, "Confidential Information"), nor shall the Participant utilize
      any such Confidential Information in any way or communicate with or contact
      any
      such customer other than in connection with the Participant's employment by
      the
      Company. The Participant hereby confirms that all Confidential Information
      constitutes the Company's exclusive property, and that all of the restrictions
      on the Participant's activities contained in this Agreement and such other
      nondisclosure policies of the Company are required for the Company's reasonable
      protection. Confidential Information shall not include any information that
      has
      otherwise been disclosed to the public not in violation of this Agreement.
      This
      confidentiality provision shall survive the termination of this Restricted
      Share
      Agreement and shall not be limited by any other confidentiality agreements
      entered into with the Company or any of its affiliates.








With
      respect to any Confidential Information that constitutes a "trade secret"
      pursuant to applicable law, the restrictions described above shall remain in
      force for so long as the particular information remains a trade secret or for
      the two year period immediately following termination of Participant's
      employment for any reason, whichever is longer. With respect to any Confidential
      Information that does not constitute a "trade secret" pursuant to applicable
      law, the restrictions described above shall remain in force during Participant's
      employment and for the two year period immediately following termination of
      Participant's employment for any reason. The Participant agrees that the
      Participant shall promptly disclose to the Company in writing all information
      and inventions generated, conceived or first reduced to practice by him alone
      or
      in conjunction with others, during or after working hours, while in the employ
      of the Company (all of which is collectively referred to in this Agreement
      as
      "Proprietary Information"); provided, however, that such Proprietary Information
      shall not include (a) any information that has otherwise been disclosed to
      the
      public not in violation of this Agreement and (b) general business knowledge
      and
      work skills of the Participant, even if developed or improved by the Participant
      while in the employ of the Company. All such Proprietary Information shall
      be
      the exclusive property of the Company and is hereby assigned by the Participant
      to the Company. The Participant's obligation relative to the disclosure to
      the
      Company of such Proprietary Information anticipated in this Section shall
      continue beyond the Participant's termination of employment and the Participant
      shall, at the Company's expense, give the Company all assistance it reasonably
      requires to perfect, protect and use its right to the Proprietary
      Information.





For
      purposes of this Section, the "Company" refers to the Company and any
      incorporated or unincorporated affiliates of the Company, including any entity
      which becomes the Participant's employer as a result of any reorganization
      or
      restructuring of the Company for any reason. The Company shall be entitled,
      in
      connection with its tax planning or other reasons, to terminate the
      Participant's employment (which termination shall not be considered a
      termination for any purposes of this Restricted Share Agreement, any employment
      agreement or otherwise) in connection with an invitation from another affiliate
      of the Company to accept employment with such affiliate in which case the terms
      and conditions hereof shall apply to the Participant's employment relationship
      with such entity mutatis mutandis.





13.
      Governing Law. This Restricted Share Agreement shall be governed by and
      construed according to the laws of Delaware.





14.
      Incorporation of Plan. The Plan is hereby incorporated by reference and made
      a
      part hereof, and the Restricted Shares and this Restricted Share Agreement
      shall
      be subject to all terms and conditions of the Plan and this Restricted Share
      Agreement.








15.
      Amendments; Construction. The Administrator may amend the terms of this
      Restricted Share Agreement prospectively or retroactively at any time, but
      no
      such amendment shall impair the rights of the Participant hereunder without
      his
      or her consent. To the extent the terms of Section 12 above conflict with any
      prior agreement between the parties related to such subject matter, the terms
      of
      Section 12 shall supersede such conflicting terms and control. Headings to
      Sections of this Restricted Share Agreement are intended for convenience of
      reference only, are not part of this Restricted Share Agreement and shall have
      no affect on the interpretation hereof.





16.
      Survival of Terms. This Restricted Share Agreement shall apply to and bind
      the
      Participant and the Company and their respective permitted assignees and
      transferees, heirs, legatees, executors, administrators and legal
      successors.





17.
      Rights as a Shareholder. During the period until the restrictions on Transfer
      of
      the Restricted Share lapse as provided in Section 2(a) hereof, the Participant
      shall have all the rights of a shareholder with respect to the Restricted Shares
      save only the right to Transfer the Restricted Shares. Accordingly, the
      Participant shall have the right to vote the Restricted Shares and to receive
      any ordinary dividends paid to or made with respect to the Restricted
      Shares.





18.
      Agreement Not a Contract for Services. Neither the Plan, the granting of the
      Restricted Shares, this Restricted Share Agreement nor any other action taken
      pursuant to the Plan shall constitute or be evidence of any agreement or
      understanding, express or implied, that the Participant has a right to continue
      to provide services as an officer, director, employee, consultant or advisor
      of
      the Company or any Subsidiary or Affiliate for any period of time or at any
      specific rate of compensation.





19.
      Authority of the Administrator; Disputes. The Administrator shall have full
      authority to interpret and construe the terms of the Plan and this Restricted
      Share Agreement. The determination of the Administrator as to any such matter
      of
      interpretation or construction shall be final, binding and
      conclusive.





20.
      Representations. The Participant has reviewed with the Participant's own tax
      advisors the Federal, state, local and foreign tax consequences of the
      transactions contemplated by this Restricted Share Agreement. The Participant
      is
      relying solely on such advisors and not on any statements or representations
      of
      the Company or any of its agents. The Participant understands that he or she
      (and not the Company) shall be responsible for any tax liability that may arise
      as a result of the transactions contemplated by this Restricted Share
      Agreement.





21.
      Severability. Should any provision of this Restricted Share Agreement be held
      by
      a court of competent jurisdiction to be unenforceable, or enforceable only
      if
      modified, such holding shall not affect the validity of the remainder of this
      Restricted Share Agreement, the balance of which shall continue to be binding
      upon the parties hereto with any such modification (if any) to become a part
      hereof and treated as though contained in this original Restricted Share
      Agreement.





22.
      Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan
      and this Restricted Share Agreement. The Participant has read and understands
      the terms and provisions of the Plan and this Restricted Share Agreement, and
      accepts the Restricted Shares subject to all the terms and conditions of the
      Plan and this Restricted Share Agreement. The Participant hereby agrees to
      accept as binding, conclusive and final all decisions or interpretations of
      the
      Administrator upon any questions arising under this Restricted Share
      Agreement.








IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Restricted
      Share Agreement on the day and year first above written.





GATEHOUSE
      MEDIA, INC.





By
      ______________________________


Name
      ____________________________


Title
      _____________________________








xxx








_________________________________


The
      Participant











EXHIBIT
      A


ELECTION
      UNDER SECTION 83(b)





The
      undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
      Revenue Code of 1986, as amended, to include in taxpayer's gross income for
      the
      current taxable year the amount of any compensation taxable to taxpayer in
      connection with taxpayer's receipt of the property described below:





1.
      The
      name address, taxpayer identification number and taxable year of the undersigned
      are as follows:





NAME
      OF
      TAXPAYER: _________________________________________________





NAME
      OF
      SPOUSE: ____________________________________________________





ADDRESS:
      ____________________________________________________________





IDENTIFICATION
      NO. OF TAXPAYER: ___________________________________





IDENTIFICATION
      NUMBER OF SPOUSE: _________________________________





TAXABLE
      YEAR: ______________________________________________________





2.
      The
      property with respect to which the election is made is described as follows:
      _______ shares of Common Stock, par value $0.01 per share, of GateHouse Media,
      Inc. ("Company").





3.
      The
      date on which the property was transferred is: ________________,
      20__.





4.
      The
      property is subject to the following restrictions:





The
      property may not be transferred and are subject to forfeiture under the terms
      of
      an agreement between the taxpayer and the Company. These restrictions lapse
      upon
      the satisfaction of certain conditions in such agreement.





5.
      The
      fair market value at the time of transfer, determined without regard to any
      restriction other than a restriction which by its terms will never lapse, of
      such property is: $ ________________.





6.
      The
      amount (if any) paid for such property is: $ ______________.





The
      undersigned has submitted a copy of this statement to the person for whom the
      services were performed in connection with the undersigned's receipt of the
      above-described property. The transferee of such property is the person
      performing the services in connection with the transfer of said
      property.





The
      undersigned understands that the foregoing election may not be revoked except
      with the consent of the Commissioner.








Dated:
      _______________, 200_  ________________________________________


Taxpayer





The
      undersigned spouse of taxpayer joins in this election.





Dated:
      _______________, 200_  ________________________________________


Spouse
      of
      Taxpayer