Scott J. Pollei c/o Dolan Media Company 222 South Ninth Street, Suite 2300 Minneapolis, MN 55402

Exhibit 10.2

Xxxxx X. Xxxxxx
c/x Xxxxx Media Company
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000

February 3, 2009

Xxxx X. Xxxxxxxxx
Chair, Compensation Committee
Xxxxx Media Company
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000

Re: Waiver of 2009 Base Salary Increase

Dear Xxxx:

Reference is made to that certain Amended and Restated Employment Agreement dated effective as of April 1, 2007, as the same may be amended from time to time, between Xxxxx Media Company (the “Company”) and Xxxx X.X. Xxxxxxx (the “Employment Agreement”). Capitalized terms used, but not otherwise defined, in this letter agreement, shall have the meanings ascribed to such terms in my Employment Agreement.

Section 2.1 of my Employment Agreement provides, in relevant part:

For the calendar year beginning January 1, 2008, and for each subsequent calendar year during the Employment Period, the Company will pay Executive a Base Salary equal to the Base Salary for the previous calendar year increased by the positive percentage change, if any, in the CPI. . . from the month of December from two (2) years prior to the month of December from the previous year.

By this letter, I hereby waive my right to the increase in my Base Salary described in Section 2.1 of my Employment Agreement for calendar year 2009. I further acknowledge and agree that my Base Salary for the calendar year 2009 will be $264,000 until such time as the Compensation Committee determines, if at all, to award an increase to my Base Salary. Further, if the Compensation Committee determines to award an increase to my Base Salary at any time in 2009, I hereby authorize the Compensation Committee to award, in its discretion, an increase in an amount less than the increase required under Section 2.1 of my Employment Agreement.

The waiver provided here is for the increase due to me under my Employment Agreement for the calendar year 2009 only and does not constitute a waiver of (a) an increase to my Base Salary for calendar year 2010 or any subsequent years that my Employment Agreement is in effect or (b) any other compensation for which I am eligible under my Employment Agreement, short-term cash incentive plans, or any other Company plans, including the 2007 Incentive Compensation Plan. I further confirm that my waiver of an increase to my Base Salary for the calendar year 2009 does not constitute a “Good Reason” as defined in my Employment Agreement.

This waiver shall be governed by the laws of the State of Minnesota without reference to its conflicts of law principles. This waiver may be executed by facsimile or email transmission and in one or more counterparts, each of which shall constitute an original and which, together, shall constitute on instrument.

Sincerely,
 

/s/ Xxxxx X. Xxxxxx  

Xxxxx X. Xxxxxx 

Acknowledged:

XXXXX MEDIA COMPANY

/s/ Xxxx X. Xxxxxxxxx By: Xxxx X. Xxxxxxxxx

Its: Compensation Committee Chair