EX-10.1






Exhibit 10.1




March 20, 2009



GAMCO Asset Management Inc.


One Corporate Center


Suite 1900


Rye, New York 10580-1435-1422


Attn: Peter Goldstein, Esq.



Ladies and Gentlemen:



This letter constitutes the agreement (the “Agreement”) between Fisher Communications,
Inc. (the “Company”) and GAMCO Asset Management Inc. (“GAMCO”), with respect to the
matters set forth below:



1. Board Matters. The Company agrees that the Company and the Company’s Board of
Directors (the “Board”) will cause the slate of nominees standing for election, and
recommended by the Board, at the 2009 annual meeting of shareholders of the Company (the “2009
Annual Meeting”) to include (i) one incumbent director (the “Incumbent Nominee”), and
(ii) each of David Lorber and Paul A. Bible (the “GAMCO Nominees”) (such three directors,
the “2009 Nominees”). GAMCO will, and will cause each of its controlled affiliates to,
vote on an equal basis all shares of Voting Securities that it is entitled to vote at the 2009
Annual Meeting in favor of the election of each of the 2009 Nominees (including the GAMCO Nominees)
at the 2009 Annual Meeting. If, prior to the 2012 annual meeting of shareholders of the Company,
either of the GAMCO Nominees (or any replacement thereof) is unable or unwilling to serve as a
director, then GAMCO (and no other person, group, or entity) shall select a replacement director,
and the Company shall take any and all action to fill such vacancy with such replacement director,
subject to the reasonable determination of the Nominating and Corporate Governance Committee that
any proposed replacement meets the independence and qualification standards with respect to serving
as a director. The Company represents and warrants that the execution, delivery and performance of
this Agreement will not cause a default or event of default under any material agreement to which
the Company or any of its subsidiaries is a party.



2. Withdrawal of Nominations; Termination of Proxy Solicitation. GAMCO has submitted
to the Company notice by letter dated January 30, 2009 (the “Notice”) of its intention to
nominate three individuals for election to the Board at the 2009 Annual Meeting. Subject to the
Company’s compliance with Section 1 hereof, GAMCO hereby withdraws these director
nominations and the related Notice. Concurrently with the execution of this Agreement, GAMCO will
cease, and will cause all of its controlled affiliates to cease, any and all efforts with respect
to any proxy solicitation in connection with such nominations, except as provided in Section 1.



3. Role of GAMCO Nominees. The Company agrees that each of the GAMCO Nominees, upon
election or appointment to the Board, will serve as an integral member of the Board and will be
governed by the same protections and obligations regarding confidentiality, conflicts of interest,
fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have
the same rights and benefits, including with respect to committee consideration, insurance
coverage, indemnification and contribution rights, exculpation, advancement of expenses, and
compensation and fees, access to personnel and information as are applicable to all independent
directors of the Company. So long as either GAMCO Nominee is a member of the Board, he will be
permitted to serve on any committee or committees of the Board for which he indicates an interest
and which the Board determines to be appropriate based on the knowledge and experience of the GAMCO
Nominee.



4. Indemnification. In connection with the GAMCO Nominees’ indemnification rights,
the Company agrees to pay all expenses (including attorney’s fees) incurred by a GAMCO Nominee,
who, at the time of such action, suit or proceeding, is a former director, to the same extent as if
he or she was a present director of the Company.



5. Press Release. The Company and GAMCO shall consult with each other before issuing
any press release with respect to this Agreement or any GAMCO Nominee.



6. Specific Performance. Each of GAMCO and the Company acknowledges and agrees that
irreparable injury to the other party to this Agreement would occur in the event any provision of
this Agreement was not performed in accordance with its specific terms. It is accordingly agreed
that GAMCO and the Company will each be entitled to specific enforcement of, and injunctive relief
to prevent any violation of, the terms of this Agreement, and in either case no bond or other
security shall be required in connection therewith.



7. Governing Law; Entire Agreement. This Agreement, and any claim arising out of,
relating to or associated with this Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Delaware without reference to the conflict of laws
principles or any other principle that could require the application of the laws of any other
jurisdiction. This Agreement contains the entire understanding of the parties with respect to the
subject matter hereof.




FISHER COMMUNICATIONS, INC.




By: /s/ Colleen B. Brown

Name: Colleen B. Brown

Title: President and Chief Executive

Officer




Accepted and agreed:



GAMCO ASSET MANAGEMENT, INC.



By:  /s/ Peter D. Goldstein

Name: Peter D. Goldstein

Title: Director of Regulatory Affairs