Free Brief in Opposition to Motion - District Court of Colorado - Colorado

Case 1:03-cv-02671-RPM

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix A (continued)

Dates of acquisition are maintained in the employee's personnel record and are summarized below. Property Cincinnati Enquirer Gannett Outdoor of Chicago (sold 10196) Gannett Outdoor Co. of Arizona (sold 8/21/92) Gannett Outdoor Co. of DetroitIMichigan (sold 10196) Gannett Outdoor Co. of Kansas City (sold 10196) Gannett Outdoor Co. of St. Louis (sold 10196) Gannett Outdoor Co. of Colorado (sold 10196) Gannett Outdoor Co., Inc. of Northern California (sold 10196) Gannett Outdoor Co. of Texas (sold 12/96) Gannett Outdoor Co., Inc. of Southern California (sold 10196) Gannett Transit of New York (sold 10196) Los Angeles (KIIS-AMIFM) (sold 12/9/96) San Diego (KSDO-AMIKCLX-FM) (sold 12/9/96) Chicago (WGCI) (sold 12/27/97) St. Louis (KUSA-AMIKSD-FM) (sold 9/30/93) Tampa (WDAE-AMIWUSA-FM) (sold 12/9/96) Houston (KKBQ) (sold 12/27/97) Dallas (KHKS) (sold 12/27/97) Kansas City (KCMOIKCMO-FM) (sold 8/93) Seattle (KNUA) Phoenix (KPNX) Oklahoma City (KOCO) (sold 1131/97) Denver (K*USA) Atlanta (WXIA) Minneapolis (KARE) -Nonunion Boston (WLVI) -Nonunion (sold 4/94) Greensboro (WFMY) Jacksonville (WTLV) Acquisition Date 9/26/75*

**

1/1/69**** 3/1/69*** 11/4/74*** 10/1/69 12115/70 211172 3/1/72 6/1/72***** 11/1/72 7/1/88 8/27/74 (FM) 9/1/75 (AM) 9/1/76 4114178 4/79 7/1/80 (WUSA) 6/27/84 (WDAE) 12/4/84 1/2/236 7/29/86 9/8/86 1/1/69 8/1/70 2/1/72 8/27/74 4/13/83 6/23/83 2/1/88 2/1/88

* ** *** **** *****

9/1/75 is used for purposes of limiting Credited Service. Gannett Outdoor of Chicago was established by Gannett Co., Inc. in 1985. All employees receive Credited Service froin their original date of employment. 3/1/69 applies to former Eller Outdoor of Michigan and 11/4/74 to former Eller Outdoor of Flint-Grand Rapids. Gannett Outdoor Co. of Arizona was sold during 1992. 1/1/92 is used for purposes of limiting Credited Service for Painters' Union members only.

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix A (continued)

4.

United Advertising; (Gannett Outdoor of Connecticut/New Jersey): (a) Service (and Credited Service): An employee is credited with a year of Service for each calendar year during which he works at least 100 hours. During the first and last plan years of employment, each full month of employment in which the employee completes at least 8 hours of Service is counted as 1/12 of a year of Service.

5.

Lansdale: (a) Service: An employee is credited with a year of Service for each 12-consecutive-month period beginning on the employment date and each subsequent anniversary during which 1,000 hours of service are completed. Credited Service: The number of years and months of employment.

(b)

6.

Hattiesburg;, Madison County and Jackson. Ms.: (a) Service: An employee is credited with a year of Service for each 12-consecutivemonth period beginning on the employment date and each subsequent anniversary during which 1,000 hours of service are completed. For vesting eligibility, one year of Service is granted for each plan year beginning on or after January 1, 1966 in which the employee completes 1,000 hours of service. Credited Service: (i) For periods of employment prior to January 1, 1976, Credited Service is equal to the number of years and months of employment beginning on date of hire and ending on December 3 1, 1975. For periods of employment beginning on and after January 1, 1976, one year of Credited Service is granted for each Computation Period in which the employee completes at least 1,800 hours of service. If the employee completes at least 1,000 but less than 1,800 hours of service, credit is granted for a partial year equal to the ratio of hours of service to 1,800. For participants in the plan on December 3 1, 1975, a Computation Period is a calendar year. For all other participants, a Computation Period is the first employment year in which a year of Service is completed, and subsequent employment years.

(b)

(ii)

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix A (continued)

7.

Austin (KWE) and Vineland: (a) Service: For vesting eligibility, one year of Service is credited for any plan year during which at least one hour of service is completed, excluding service prior to the plan year in which an employee attains age 18. Credited Service: One year of Credited Service is granted for each plan year beginning on or after January 1, 1979 (January 1, 1977 for Vineland) in which the employee completes at least 2,000 hours of service and is a plan participant. Credit is granted for a partial year (calculated to the nearest 11100) equal to the ratio of hours of service to 2,000.

(b)

8.

Detroit (former Combined Pension Plan): (a) Service: In general, one year of Service for vesting eligibility is credited for any plan year during which at least one hour of service is completed, excluding service prior to the plan year in which an employee attains age 18. Credited Service: (i) (ii) Prior to Januaw 1. 1976: All regular employment completed during a plan year (to the nearest month). On and after January 1,1976: One year of Credited Service is granted for each plan year in which the employee completes at least 2,340 hours of service and is a plan participant. Partial years are credited based on the ratio of hours of service completed to 2,340 for initial and final years of participation and for part-time employees. A participant formerly represented by AFTRA is granted Credited Service for employment prior to the date of decertification in accordance with (i) and (ii) above.

(b)

(iii)

9.

Washington (W*USA): (a) Service: Prior to the original effective date, years of Service were determined in accordance with the predecessor plan. Thereafter, one year of Service is credited for any plan year in which at least one hour of service is completed.

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix A (continued)

(b)

Credited Service: Prior to June 26, 1978, Credited Service was determined in accordance with the predecessor plan. Thereafter, one year of Credited Service is granted for each calendar year in which at least 1,000 hours of service are completed. In general, a fraction of a year of Credited Service is granted for any calendar year in which the participant terminates and completes less than 1,000 hours of service, equal to the ratio of the number of days in the calendar year the participant was employed to 365, rounded to the next highest one-twelfth.

10. Palm Springs: (a) Service: One year of Service for vesting eligibility is credited for any plan year during which at least one hour of service is completed, excluding service prior to the plan year in which an employee attains age 18. Credited Service: (i) Prior to May 1, 1976: One year of Credited Service is granted for each year of continuous employment as a permanent, full-time employee, including the year begun prior to and completed subsequent to May 1,1976. On and after May 1, 1976: One year of Credited Service is granted for each plan year in which the employee completes at least 2,000 hours of service and is a plan participant. Credit is granted for a partial year (calculated to the nearest 11100) equal to the ratio of hours of service to 2,000. For former employees of the Daily News division of Associated Desert Newspapers, Inc. who became employees of the employer on July 26, 1979, no Credited Service is given prior to that date.

(b)

(ii)

(iii)

11.

El Paso: (a) Service and Credited Service: Service and Credited Service equal the number of years and months of employment beginning on date of hire. Any non-contiguous service in an ineligible employment classification prior to becoming a participant is excluded.

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PART II(b) Appendix B GANNETT CO., INC. RETIREMENT PLAN PLAN PROVISIONS This appendix contains special provisions applicable to certain employees with Prior Plan Offsets [as described in item 30) of Part II(b)] where the offset is due to an accrued benefit fiom a defined benefit plan. Certain employees of the following properties are covered: Property Detroit Newspaper Partners Great Falls -Nonunion* Detroit Free Press GRP Participation Date November 27,1989 March 28,1990 August 3,2005

For employees at these properties who participated in the prior defined benefit plans, a total retirement income is calculated equal to the benefit described in 4(b) based on all years of Credited Service as defined in the prior defined benefit plan until GRP participation plus credited service accrued fi-om GRP participation . An alternative benefit is also calculated which provides the prior plan benefit for service prior to the GRP Participation Date during which credited service accrued under the prior plan. The employee's total retirement income is the larger of the "all-service" benefit or the alternative benefit. This plan pays a benefit equal to the difference between the total retirement income and the Prior Plan Offset. The provisions in this appendix are alternatives and apply only if they produce a greater benefit than the similarly numbered provisions in Part 110). B-4. Basic Pension Benefits: (b)(iv) (A) (B) B-5. The alternative benefit is the sum of (A) and (B) below: The benefit as determined under 4(b)(i) based on the employee's actual years of Credited Service under the Gannett Retirement Plan after the GRP Participation Date. The benefit accrued under the prior plan payable at the prior plan's normal retirement date.

Basic Vested Benefits: (b)(iii) The alternative benefit is the sum of (A) and (B) below: The benefit as determined under 5(b)(i) based on the employee's actual years of Credited Service under the Gannett Retirement Plan after the GRP Participation Date. The benefit accrued under the prior plan payable at the prior plan's normal retirement date.

(A)
(B)

*

Applies only to participants who were employed in a nonunion position as of the acquisition date.

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix B (continued)

B-6.

Basic Early Retirement Benefits: (b)(iii) If the alternative benefit calculated in B-5 applies, then the early retirement benefit is the benefit determined in B-5 reduced by .00333 for each month early retirement date precedes normal retirement date.

B-8.

Preretirement Death Benefits: Benefits are determined as described in item 8 of Part II(b) except that the basis for all calculations is the employee's total retirement income, not just the portion attributable to Credited Service under the Gannett Retirement Plan. For the Detroit Newspaper Partners and the Detroit Free Press, Prior Plan Offsets are applied at the earliest possible commencement date of the prior plan death benefit.

B-12. Normal and Optional Forms of Benefits: Normal and optional forms are as described in item 12 of Part I@). Actuarial reductions are applied to the amount payable from this plan only, i.e., after offsets for prior plan benefits.

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PART II(b) Appendix C GANNETT CO., INC. RETIREMENT PLAN PLAN PROVISIONS This appendix contains special provisions applicable to former members of the Painters' Unions at St. Louis Outdoor and Texas Outdoor. Property St. Louis Texas Decertification Date June 19,1989 December 3 1,1991

The provisions in this appendix apply in conjunction with the similarly numbered provisions in Part II(b). C-4. Basic Pension Benefits: The benefit in 4(b)(i) is the sum of (A) and (B) below: (A) (B) The accrued normal retirement benefit as of decertification under the provisions of the union plan prior to decertification with full restoration of any lost credits. The benefit as determined under 4(b)(i) based on the employee's actual years of Credited Service under the Gannett Retirement Plan after decertification.

The offset in 4(b)(vi) is the normal retirement benefit payable from the union. However, any delay in the commencement of benefit payments from the union (at St. Louis, due to the participant's continued employment after 1989) will be made up from the Gannett Retirement Plan in that no offset will be applied until such time as payments from the union begin. The total benefit, prior to the union offset, will not be less than the benefit which could have been earned had the participant remained a union member. C-5. Basic Vested Benefits: The benefit in 5@)(i) and the offset in 5(b)(v) are determined based on the provisions described in C-4 above. The benefit in 5(c) is the benefit detennined before or after the Prior Plan Offset, as applicable, reduced.for early retirement as described in 5(c) using this plan's factors.

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I

Gannett Co., Inc. Retirement Plan

PART II(b) Appendix C (continued)

C-6.

Basic Early Retirement Benefits: The benefit in 6(b)(i) is determined based on the provisions described in C-4 above, before or after the Prior Plan Offset, as applicable, reduced for early retirement as described in 6(b)(i) using this plan's factors.

I

C-8.

Preretirement Death Benefits: Benefits are determined as described in item 8 of Part II(b). Prior Plan Offsets are applied only to the extent that preretirement death benefits are payable fiom the union plan.

I

C-12. Normal and Optional Forms of Benefits: Normal and optional forms are as described in item 12 of Part I@). Actuarial reductions are applied to the amount payable fiom this plan, before or after the Prior Plan Offset, as applicable, using this plan's factors.

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PART II(b) Appendix D GANNETT CO., INC. RETIREMENT PLAN BENEFITS FOR CERTAIN ATLANTA (WXIA) EMPLOYEES

1. Prior Plan Accrued Benefits: Monthly Accrued Benefit as of August 27, 1974 $60.12 106.22 55.82 106.22 92.49 106.22 106.22 106.22 106.22

Name Gary Coffman Frederick Congdon Thomas D. King Clarence P. Matthews Wolfgang R. Schoenfeld Melvin R. Weiss Larry A. West Doug Westbrook John Marshall Wiggins 2.

Career Pay Formula: The annual benefit accrual is .75% of earnings up to the breakpoint plus 1.5% of earnings in excess of the breakpoint. The breakpoint was $4,800 from 1963 through July 1966, and $6,600 thereafter.

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PART II(b) Appendix E GANNETT CO., INC. RETIREMENT PLAN PLAN PROVISIONS This appendix contains special provisions for all active participants on or after January 1, 1994 whose accrued benefit as of a date on or after January 1,1994 is based on Earnings in excess of $150,000 for a plan year beginning prior to January 1, 1994 (i-e., all active participants whose frozen accrued benefit as of December 3 1,1993 is based on Earnings in excess of $150,000 and that frozen accrued benefit exceeds the current accrued benefit under the plan if the provisions in this appendix are ignored). For these participants the provisions in this appendix are alternatives and apply only if they produce a greater benefit than the similarly numbered provisions in Part II(a). E-4. Basic Pension Benefits: (b)(iv) (A) (B) The alternative benefit is the sum of (A) and (B) below: The benefit determined under 4(b)(i) based on the employee's years of Credited Service earned on and after January 1, 1994 ("Future Service"). The fiozen accrued benefit as of December 31,1993, i.e., the accrued benefit as of December 3 1, 1993 without regard to the $150,000 limitation on Earnings, but taking into account the limitations on Earnings in effect for 1993 and earlier years.

E-5.

Basic Vested Benefits: (b)(iii) (A) (B) The alternative benefit is the sum of (A) and (B) below: The benefit determined under (5)(b)(i) based on Future Service only. The fiozen accrued benefit as of December 31,1993, i.e., the accrued benefit as of December 3 1, 1993 without regard to the $150,000 limitation on Earnings, but taking into account the limitations on Earnings in effect for 1993 and earlier years.

E-6.

Basic Early Retirement Benefits: (b)(iii) If the alternative benefit calculated in E-5 applies, then the early retirement benefit is the benefit determined in E-5 reduced by .00333 for each month early retirement precedes nonnal retirement date.

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PART II(b) Appendix F GANNETT CO., INC. RETIREMENT PLAN PROVISIONS APPLICABLE TO FORMER PARTICIPANTS OF THE RETIREMENT PLAN FOR EMPLOYEES OF ARKANSAS TELEVISION COMPANY (KTHV) 1. Accrued Benefit as of June 30, 1995: (i) plus [(ii) times (iii)], times (iv), minimum (v). (i) (ii) (iii) (iv) (v) 30% of Average Compensation. 10% of Average Compensation in excess of 1994 Social Security Covered Compensation (SSCC) based on the participant's date of birth. the ratio of prospective Credited Service at normal retirement to 15, maximum 1.0. the ratio of actual Credited Service to prospective Credited Service at normal retirement. the monthly accrued benefit as of May 3 1,1994 minus $10. For participants with less than 13.333 years of Prospective Credited Service, item (i) is increased by .75% of Average Compensation (maximum SSCC) for each year by which service is less than 13.333. 2. Prior Plan Definitions: (a)
(b)

Average Compensation: Average of the highest 5 complete and consecutive Plan Years of Compensation out of the last 10 Plan Years of participation. Plan Year: 12-month period beginning June 1. Compensation: In general, W-2 earnings less relocation expense reimbursement. Credited Service: In general, elapsed time fi-omdate of hire.

(c) (d) 3.

Lump Sum Basis for June 30,1995 Accrued Benefit: (a) Interest: Average of 30-year Treasury rates in effect during November of the year immediately prior to the date of distribution. Mortality: 1994 GAR Unisex Mortality.

(b)

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Gannett Co., Inc. Retirement Plan

PART II(b) Appendix F (continued)

4.

Conversion Basis for Prior Plan's Normal Form (10-Year Certain and Continuous) to Single Life Annuity: (a)
(b)

Interest: 7% per year. Mortality: 1994 GAR Unisex Mortality Table.

5.

Prior Plan Early Retirement Factors: (a)
(b)

Applicability: Applied to June 30, 1995 accrued benefit when applied as a minimum to the early retirement benefit (see item (7) below). The reduction is 1115th for each of the first five years and 1130th for each of the next five years by which retirement precedes the normal retirement date.

I

6.

Prior Plan Option Factors: (a) Optional Forms Available:
-

50%, 75%, 100% contingent annuities with spouse as beneficiary period certain annuities lump sum

(b)

Basis: As specified in item (4) above.

7.

In no case shall a participant's benefit be less than June 30, 1995 accrued benefit reduced by the prior plan's early retirement and option factors.

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PART II(c) GANNETT CO., INC. RETIREMENT PLAN (COLLECTIVE BARGAINING UNITS OF FEDERATED) PLAN PROVISIONS 1. Effective Date: June 1, 1949.

2. Elirzibilitv for Participation: Employees as of December 3 1, 1975 who were members of the previous plan are eligible immediately. All others are eligible on the first of the month coincident with or next following completion of one year of service.
3.

Definitions: (a) Basic Annual Earnings: Total base compensation excluding bonuses and overtime.

(b) Previous Plan: Plan as it was in effect immediately prior to January 1, 1975.
(c) Taxable Wage Base: Earnings up to the Social Security Wage Base.

(d) Previous Plan Accrued Retirement Income Credit: Annual amount of retirement income credited under the Previous Plan as of January 1, 1975. (e) Dependent Spouse: Participant's husband or wife who derives more than 50% of his or her support from participant's income. Continuous Service: An employee's latest period of uninterrupted employment. Continuity is not broken by sick leave, vacation, approved leaves-of-absence or military service provided employment is resumed within 90 days of earliest eligibility for discharge for a period of at least one year.

(9

4.

Basic Pension Benefits: The sum of (i) and (ii): (i) (ii)
110% of Previous Plan Accrued Retirement Income Credit, if any.

1.4% of Basic Annual Earnings up to the Taxable Wage Base plus 2% of such earnings in excess of the Taxable Wage Base for each year of participation after January 1,1975.

5.

Basic Vested Benefits: Eligibility and early commencement of payments are as described in Part II(a) except that participants are 100% vested only after five years of Continuous Service. Benefits are calculated according to 4 above. Basic Early Retirement Benefits: (a) Eligibility: Participants may elect early retirement within ten years of their normal retirement date.

6.

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Gannett Co., Inc. Retirement Plan
(b)

PART II(c) (continued)

Prospective Benefit: Benefits as described in 4 above reduced by .00333 for each month early retirement date precedes normal retirement date.

7.

Disability Benefits: (a) Eli~bilitv:Attainment of age 50, completion of 15 years of Continuous Service and qualification for disability benefits under Title I1 of the Federal Social Security Act after six months of disability. Prospective Benefit: (i) (ii) To normal retirement date: Benefits as described in 4 above accrued to date of disability. After normal retirement date: Benefit being paid, adjusted appropriately, to provide for normal form.

(b)

8.

Preretirement Death Benefits: (a) Prior to January 1, 1987: (i) Eligibility: Spouses of participants who die while in active employment having completed ten years of Continuous Service and attained age 55 provided they have been married to the participant for at least one year. In the event no spouse survives at date of participant's death, benefits are payable (in equal shares) to minor children to age 18 or age 23 if a full-time student. Prospective Benefit: (A) but not less than (B): (A) 40% of the benefit as described in 4 assuming constant Basic Annual Earnings, constant Taxable Wage Base and service to normal retirement date. The participant's benefit as described under 6(b) assuming participant had retired at date of death, and had elected immediate commencement of payments. (Note that this benefit would be reduced for the 50% contingent annuity option.)

(ii)

(B)

(iii)

For Participants who attained age 50 and completed ten years of Continuous Service as o f December 3 1, 1975: Benefits a& payable to Dependent Spouses as described in (ii) above. In addition, benefits are actuarially reduced if the Dependent Spouse is more than ten years younger than the participant. Duration of Benefits: To death of spouse or until minor children fail to qualify as dependent (see above), if minor children were eligible.

(iv)

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Gannett Co., Inc. Retirement Plan
(b)

PART II(c) (continued)

On and After January 1, 1987: Benefits are provided for eligible spouses as described in item 8 of Part II(a) except the assumed form of payment to the participant is a 50% contingent annuity, subject to a minimum of the benefits payable under the provisions described in (a) above. In the event no spouse survives at date of participant's death, benefits are payable to eligible minor children as described in (a) above.

9.

~

Basic Postponed Retirement Benefits: Eligibility as described in item 10 of Part II(a). Benefits continue to accrue after normal retirement date as in 4 above. Employee Contributions: None after January 1, 1975. For additional provisions regarding vesting, accumulation and withdrawal, see Part II(a). Normal and Optional Forms of Benefits: (a) Participants who do not meet eligibility requirements for a preretirement death benefit [as described in 8(a)] at the earlier of the date retirement income commences or normal retirement date: life annuity. All others: The benefit described in 4 above, actuarially reduced to provide a 50% contingent annuity to the Dependent Spouse. Optional forms are as described in item 12 of Part II(a)

10.
11.

(b)

(c)

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PART II(d) GANNETT CO., INC. RETIREMENT PLAN (JOURNAL-NEWS DIVISION OF WESTCHESTER ROCKLAND NEWSPAPERS, INC.) PLAN PROVISIONS 1. 2. Effective Date: January 1, 1969. Eli~bilitv Participation: All full-time, permanent employees who have completed three years for of service and are less than age 56 on the date of participation, provided that they were eligible prior to 1969 and they have not elected to join the new plan. Definitions: (a)
(b)

3.

Earninas: Earnings at age 60, including overtime. Credited Service: Years and months of continuous service fiom three years after date of hire. In general, service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Normal Retirement Date: The first day of the month coincident with or immediately following attainment of age 65.

(b)

4.

Basic Pension Benefits: The product of (i) times (ii) with a maximum of (iii): (i) (ii) (iii) 20% of Earnings not in excess of $3,600 plus 40% of the excess over $3,600. years of Credited Service to the later of actual or Normal Retirement Date divided by 15 (maximum = 1). maximum benefit of $9,000 per year.

5.

Basic Vested Benefits: (a)
(b)

Eli~bilitv:All employees who terminate after completing five or more years of continuous service. Prospective Benefit: Same as 4 above, based upon five-year average earnings and multiplied by both the ratio of continuous service to termination date over continuous service at retirement and the vesting percentage. Prior to January 1, 1989, the vesting percentage was 50% after completing five years of Credited Service and increased 10% per year to 100% after ten years. On and after January 1, 1989, the vesting percentage is 100% after completing five years of continuous service.

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Gannett Co., Inc. Retirement Plan 6. Basic Early Retirement Benefits: (a)
(b)

PART II(d) (continued)

Eli~bilitv:All employees within ten years of Normal Retirement Date. Prospective Benefit: Benefit as described in 4 above based on service at termination and reduced by 11180th for each of the first 60 months and by 11360th for each of the next 60 months that early retirement date precedes Normal Retirement Date.

7.

Disabilitv Benefits: (a)
(b)

Eli~bilitv:All employees who have completed 15 or more years of Credited Service and who are age 50 or over. Prospective Benefit: Same as 4 above, based upon Credited Service to date of disability and earnings at time of disability. Maximum Benefit: Benefit the employee would have been entitled to receive had he retired on his Normal Retirement Date multiplied by the greater of 711Oths or a &action, the numerator of which is his actual service to disability date and the denominator of which is his projected service to Normal Retirement Date.

(c)

8.
9.

Preretirement Death Benefits: Benefits are provided for eligible spouses as described in item 8 of Part II(a). Postretirement Death Benefits: The basic benefits described above are payable for life with 60 monthly payments guaranteed. In addition, benefits are provided as required under ERISA for married participants with an actuarial reduction in the benefits otherwise payable. Basic Postponed Retirement Benefits: The larger of (i) the benefit described in 4 above based on Credited Service through actual retirement date or (ii) the benefit, as described in 4 above, that would have been payable had the participant retired on the Normal Retirement Date, actuarially increased to date of actual retirement, but not in excess of $9,000. Employee Contributions: Employees contribute 2% of earnings (excluding overtime) not in excess of $3,600 plus 4% of earnings (excluding overtime) in excess of $3,600. No contributions are required towards benefits in excess of the $9,000 maximum. For additional provisions regarding vesting, accumulation and withdrawal, see Part II(a).
An alternative calculation is done upon withdrawal of employee contributions and applies if it produces a larger benefit for the participant. Interest applied to accumulate contributions &om date of termination to normal retirement date is 3% per year. Rates specified in the prior Bankers' Life contract are used to convert the benefit to an annuity.

10.

11.

12. Lump sums are available to all retirees based on current lump sum rates and current methods for determining the employer-providedbenefit, or on the alternative method and prior Bankers' Life rates, if greater.

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Gannett Co., Inc. Retirement Plan

PART II(d) (continued)

13.

Normal and Optional Forms of Benefits: For unmarried participants, the normal form is a fiveyear certain and continuous annuity. All other normal and optional forms are as described in item 12 of Part II(a).

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PART II(e) GANNETT CO.. INC. RETIREMENT PLAN {UNION EMPLOYEES OF THE STATESMAN-JOURNAL COMPANY) PLAN PROVISIONS

1.

Restatement Date: January 1, 1976. participated on the first day of the month following attainment of age 25 and completion of one year of service, provided they elected to contribute. Prior to the January 1, 1976 restatement, eligibility was the January 1 after attainment of age 30 and completion of one year of service, provided the employee elected to contribute. Employees not otherwise eligible on January 1, 1987 become participants on the first day of the month following attainment of age 21 and completion of one year of service, but not earlier than January 1, 1987, provided the employee elects to contribute.

2 Eligibility for Participation: Effective January 1, 1976, and prior to January 1, 1987, employees .

3.

Definitions: (a)
(b)

Year of Service: A Year of Service is earned for each calendar year in which an employee is credited with 1,000 hours of service. Year of Credited Service: A Year of Credited Service is earned for each Year of Service from date of participation to the earlier of termination or retirement during which the employee contributes to the plan. Years of Service prior to January 1, 1960 are credited up to 15 years if the employee contributed. In general, Years of Service with a nonparticipating affiliate do not count as Credited Service unless otherwise specifically stated. Compensation: Basic compensation, excluding cash sales commissions, overtime pay, profit sharing distributions and/or contributions, bonuses or incentive payments.

(c) 4.

Basic Pension Benefits: The sum of (i), (ii) and (iii): (i) (ii) (iii) The benefit accrued to December 3 1, 1974 as maintained in the employee's personnel record plus .005 of the annual Coinpensation for each year of Credited Service after January 1, 1975 plus .O1 of that portion of the annual Compensation in excess of $4,800 for each year of Credited Service after January 1, 1975.

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II

Gannett Co., Inc. Retirement Plan 5. Basic Vested Benefits: (a)
(b)

PART II(e) (continued)

~

Eligibility: Five Years of Service, excluding service prior to the year in which age 18 is attained. Prospective Benefit: Benefit as described in 4 above accrued to date of termination, payable at age 65. Early Commencement of Payments: Benefits may be payable on or after early retirement date, reduced as in 6(b) below.

(c)
I

6.

Basic Early Retirement Benefits: (a)
(b)

Eligibility: The first day of any month after the date when age plus Credited Service equals 70. Prospective Benefit: Benefit as described in 4 above accrued to date of early retirement, reduced by .00555 for each of the first 60 months early retirement date precedes normal retirement date, further reduced by .00277 for each month early retirement precedes age 60.

7.

Disability Benefits: (a)
(b)

Eligibility: Ten Years of Service. Proswective Benefit (payable to the earlier of recovery fi-om disability or death): The actuarial equivalent of the vested benefit as described in 5(b) above.

8. 9.

Preretirement Death Benefits: Benefits are provided for eligible spouses as described in item 8 of Part II(a) except the assumed form of payment to the participant is a 50% contingent annuity. Basic Postponed Retirement Benefits: The larger of (i) the benefit described in 4 above based on Credited Service and Compensation through actual retirement date or (ii) the benefit, as described in 4 above, which would have been payable had the participant retired on the normal retirement date, actuarially increased to date of actual retirement.

10. Emplovee Contributions: Each employee, while a member of the plan, shall contribute 1 112% of the first $4,800 of annual Compensation plus 3% of the excess over $4,800. For additional provisions regarding vesting, accumulation and withdrawal, see Part II(a). 11. Normal and Optional Forms of Benefits: As described in Part II(a) except the normal form for married employees is an actuarially reduced 50% contingent annuity.

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PART II(f) GANNETT CO., INC. RETIREMENT PLAN fCOURIER-POST PRESSMEN, PAPERHANDLERS AND MECHANICS) PLAN PROVISIONS 1. 2. 3. Effective Date: January 1, 1973; restated January 1, 1978. (Benefit levels updated through August, 2003.) Eli~bility Participation: January 1 coincident with or next following date of employment. for Basic Pension Benefits: Effective September 1,2002, for certain Pressmen, listed in Appendix A of this Part II(f), a monthly benefit will be determined as follows: Hired pre September 1. 1991 (a) $74.74 x service rendered prior to September 1,2000; plus
(b)

$80.04 x service rendered between September 1,2000 and August 3 1,2002; plus $84.29 x service rendered on between September 1,2002 and August 31,2003; plus

(c)

(d) $87.99 x service rendered on or after September 1,2003 Hired post Aupgst 3 1,1991 (a) $43.80 x service rendered prior to September 1,2000; plus
(b)

$49.10 x service rendered between September 1,2000 and August 3 1,2002; plus $53.35 x service rendered between September 1,2002 and August 31,2003; plus $57.05 x service rendered on or after September 1,2003

(c) (d)

Effective June 1,2003, for the Paperhandlers, a monthly benefit will be determined as follows: (a)
(b)

$27.00 x service rendered prior to June 1,2001;plus $49.20 x service rendered between June 1,2001 and May 3 1,2002; plus $69.45 x service rendered between June 1,2002 and May 3 1,2003; plus $73.75 x service rendered on or after June 1,2003

(c) (d) 4.

Basic Vested Benefits: Eligibility and early commencement of payments are as described in Part II(a) except that participants are 100% vested only after five years of Service. Benefit as described in 3 based on Credited Service at time of termination, payable at age 65.

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Gannett Co., Inc. Retirement Plan 5.

PART II(F) (continued)

Basic Early Retirement Benefits: Eligibility is the first day of any month after attainment of age 55 and completion of ten years of Service. Benefit as described in 3 based on Credited Service at time of early retirement, reduced by .00333 for each month early retirement date precedes normal retirement date. Preretirement Death Benefits: Benefits are provided for eligible spouses as described in item 8 of Part II(a). Benefits, payable as a 100% contingent annuity, are available for non-spouse beneficiaries. Effective January 1, 1993, participants are not charged for electing this coverage.

6.

7.
8.

Normal and Optional Forms of Benefits: As described in Part II(a) except the normal form for married employees is an actuarially reduced 50% contingent annuity. The Mechanics ceased participation in this plan on January 3 1, 1997, and joined the union pension plan sponsored by the International Association of Machinists Local 724. As of January 3 1, 1997 the benefit level was $27.00 per month times all completed years and months of Credited Service.

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PART II(f) Appendix A GANNETT CO., INC. RETIREMENT PLAN {COURIER-POST PRESSMEN) EMPLOYEES AS OF SEPTEMBER 1,1991 ELIGIBLE FOR ENHANCED BENEFITS Social Security Number

Employee Herman Kuni, Jr. Edward Ward George Noble Kenneth Hoguet Joseph Kennedy Samuel Hampton Berry Robey Herbert Porst Bernard Hull, Jr. Casper Colluro Robert Buecheler James Daly Leroy Marshall Michael Gleason John Murnrnaw John Nahill Stephen Larwa Richard P. Nebel Edward Seixas Adin B. Mickle Alfred Saccomanno Thomas McManus Phillip Ferrara William Robinson Patrick Kennedy Joseph Marano Thomas J. McCaughan, Sr. Warren M. Stout Phillip J. Biscardi, Jr. William Ganzel Michael Dean Frank C. Cook Sean P. Mickle Thomas W. McCaughan, Jr.

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PART II(g) GANNETT CO., INC. RETIREMENT PLAN {BARGAINING EMPLOYEES OF SPEIDEL NEWSPAPERS, INC.) PLAN PROVISIONS

1.
2.

Effective Date: December 3 1, 1945. Amended and restated effective December 3 1, 1976 and December 3 1, 1977. Eli~bilitv Participation: Participants in the plan as of December 30, 1976 remained for participants. Prior to January 1, 1987, any other employee became a participant on the earliest of any June 30 or December 3 1 following completion of one Year of Service and attainment of age 25, or completion of two Years of Service, if earlier. Prior to the December 3 1, 1976 amendment, the participation eligibility was the December 3 1 following two Years of Service. Employees not otherwise eligible on January 1, 1987 become participants on the earliest of any June 30 or December 3 1 following completion of one Year of Service and attainment of age 21, or completion of two Years of Service, if earlier, but in no case earlier than June 30, 1987.

3.

Definitions: (a) Year of Service: (i) (ii) For periods prior to December 3 1, 1976 -service as determined under the prior plan. For periods on and after December 31,1976 -one Year of Service will be granted for each 12-month period beginning on the later of the participant's date of employment or December 3 1, 1976 and each anniversary thereof during which 1,000 hours of service are completed, including service with a subsidiary or affiliate, periods of absence due to military service and employment with a predecessor company as required by ERISA. No service will be granted for periods of employment during which the employee was eligible to make contributions to the plan but did not.

(b)

Credited Service: The aggregate number of years and fkactional years of employment determined as described below: (i) For periods prior to December 3 1, 1976 -under the terms of the prior plan. In general, this is contributory service adjusted to allow for past service as appropriate for employees of the newspaper on the date of acquisition by Speidel.

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Gannett Co., Inc. Retirement Plan

PART II(g) (continued)

(ii)

For periods on and after December 3 1,1976 -one year of Credited Service will be granted for each 12-month period beginning on the later of the participant's date of employment or December 3 1, 1976 and each anniversary thereof during which the participant is paid for 1,000 or more hours of service. No credit will be given for less than 1,000 hours except during partial years of employment due to termination, disability, retirement or death when credit will be given in the ratio of hours worked to 2,000. If a participant completes less than 501 hours, a break in service occurs. No credit will be given for periods of employment during which the employee was eligible to make contributions to this plan but did not. In general, periods of employment with a nonparticipating affiliate do not count as Credited Service unless otherwise specifically stated.

(iii)

(c) (d)

Earnings: Total compensation as reported on the W-2 form for each year. Final Earnings: The highest average Earnings during any five consecutive full calendar years within the last ten years of participation but not in excess of $65,000.

4.

Basic Pension Benefits: (a) Elifibilitv: Participants who have attained age 61 on their date of participation or who were participants in the prior plan, according to the schedule below; otherwise, on the December 3 1 nearest the participant's 65th birthday. Age Nearest Birthday on Date of Coverage 61 to 65 inclusive 66 to 69 inclusive 70 or over Normal Retirement Date The fifth anniversary of participation December 3 1 nearest age 70 The first anniversary of participation

(b) Prospective Benefit: The greater of (i) or (ii), plus (iii):
(i) (ii) 1 114% of Final Earnings for each year of Credited Service. The yearly amount of retirement income accrued as of December 3 1, 1974 (or December 3 1, 1975 for employees of the Times Publishing Company, Inc. or the Transcript Publishing Company).

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Gannett Co., Inc. Retirement Plan (iii)

PART II(g) (continued) For employees of the Sioux Falls Argus-Leader who became participants prior to December 3 1, 1963 and were covered under Prudential's Group Annuity Contract GA-9039, the amount of retirement income accrued under the Sioux Falls ArgusLeader plan prior to December 3 1, 1963. For participants of the former plan at St. Cloud, the amount of retirement income accrued to December 3 1, 1975. (These prior plan benefits are contained in the employees' plan records.)

5.

Basic Vested Benefits: (a)
(b)

Eli~bilitv:All participants who have completed five Years of Service or attained age 55. Prospective Benefit: The benefit described in 4(b) based on Credited Service to termination date is payable at the participant's normal retirement date. Early Commencement of Pavment: With the consent of the Company, participants may elect to have their benefit commence on the last day of any month within ten years preceding normal retirement date, reduced as described in 6(b) below. Refund of Employee Contributions: Any participant who terminates without a vested interest will receive a refund of employee contributions credited with interest.

(c)

(d) 6.

Basic Early Retirement Benefits: (a)
(b)

Elinibilitv: All participants who terminate within ten years of their normal retirement date. Prospective Benefit: The benefit described in 4(b) based on Credited Service to early retirement date, reduced by -00333 for each month by which payment commencement precedes normal retirement date.

7.

Preretirement Death Benefits: (a) Prior to January 1, 1987: (i) Eli~bility:Spouses of active participants who are eligible for early retirement but die prior to their actual retirement date provided they had been married for at least one full year prior to the participant's death. Prospective Benefit: The benefit that would have been payable had the participant retired early as of the last day of the month on or next following the date of death with the benefit payable under the 50% contingent annuitant form for the first ten years. Thereafter, 50% of this amount for the remainder of the spouse's lifetime.

(ii)

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Gannett Co., Inc. Retirement Plan (iii)
(b)

PART II(g) (continued) If a surviving spouse dies within ten years of the participant, death payments will be made to a beneficiary until the end of such ten-year period.

On and After Januarv 1, 1987: Benefits are provided for eligible spouses as described in item 8 of Part II(a) except the assumed form of payment to the participant is a 50% contingent annuity, subject to a minimum of the benefits payable under the provisions described in (a) above. If the participant was not eligible for the preretirement spouse's coverage, the beneficiary will receive a refund of the participant's contributions with credited interest computed to the date of death.

(c)

8.
9.

Postretirement Death Benefits: Remainder of the guaranteed 120 monthly payments, if any, payable to the designated beneficiary. Basic Postponed Retirement Benefits: The larger of the benefit as determined in 4(b) as of normal retirement date increased by 0.6% for each month during the first two years and by 0.7% for each month during the next two years and by 0.8% for each additional month for which actual retirement is postponed beyond normal retirement date, or the benefit as determined in 4(b) using Credited Service and Final Earnings as of actual retirement date. Employee Contributions: 2% of the first $3,000 of Earnings and 5% of any Earnings in excess of $3,000 but not in excess of $65,000 for each year of Credited Service. For additional provisions regarding vesting, accumulation and withdrawal, see Part II(a).

10.

11. Normal and Optional Forms of Benefits: The basic benefits described above are payable under the 10-year certain and life form except for employees of the Sioux Falls Argus-Leader who receive the special benefit described in 4(b) in which case the form is a life annuity. Single employees receive the basic benefits as described above. Married employees receive this benefit actuarially reduced to provide for a 50% contingent annuity with the spouse as contingent annuitant after the expiration of the 10-year certain period. Participants may elect the following optional forms of payment: (a)
(b)

lo-, 15- or 20-year certain and life. loo%, 66 213% or 50% contingent annuity.

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PART II(h) GANNETT CO., INC. RETIREMENT PLAN (UNION EMPLOYEES OF NIAGARA FALLS GAZETTE PUBLISHING CORPORATION) (Sold March 3 1, 1997) PLAN PROVISIONS 1. Effective Date: Amended and restated effective July 1, 1976. 2. Elinibility for Participation: Participants in the prior plan on July 1, 1976 remained participants. Prior to January 1,1987, other employees became participants upon attainment of age 25 and completion of one year of Service, but not prior to July 1, 1976. Participation date prior to July 1, 1976 was the July 1 on or after both completion of five years of Service and attainment of age 35, nearest birthday. Employees not otherwise eligible on January 1, 1987 become participants upon attainment of age 21 and completion of one year of Service, but not earlier than January 1, 1987.
3.

Definitions: (a) Compensation: The total annual amount paid to a participant for personal services actually rendered including any bonuses but excluding commissions, overtime or any other fonn of extra remuneration. Average Compensation: The average from the later of date of participation or January 1, 1980 to date of termination or retirement. Year of Participation: Any plan year (July 1 to June 30, prior to June 30, 1977; July 1, 1977 to December 3 1, 1977; calendar years starting January 1, 1978) during which a participant is credited with 1,000 hours of service.

(b)

(c)

4.

Basic Pension Benefits: (a)
(b)

Elinibility: All participants on the first of the month following attainment of age 65, but not prior to January 1, 1979. Prospective Benefit: The sum of (i) plus (ii) but not greater than (iii): (i) the annual annuity amount set forth in Appendix A of this Part II(h) representing the benefit to which these participants were entitled under the terms of the prior plan as of July 1, 1974. 314th~ 1% of the Average Compensation received after December 3 1, 1979 of times Years of Participation after July 1, 1974. $6,000.

(ii) (iii)

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Gannett Co., Inc. Retirement Plan
5.

PART II(h) (continued)

Basic Vested Benefits: (a)
(b)

Eligibility: Completion of five years of Service excluding service prior to the year in which age 18 is attained. Prospective Benefit: The benefit described in 4(b) above based on Average Compensation at termination but assuming participation to normal retirement date multiplied by a fraction, the numerator of which is actual participation to date of termination and the denominator of which is participation to normal retirement date. Early Commencement of Benefits: Actuarially reduced benefits are payable on or after early retirement date.

(c)

6.

Basic Early Retirement Benefits: (a) Elinibilitv: Attainment of age 55.

(b) Prospective Benefit: The benefit described in 4(b) above based on Average Compensation and Years of Participation at early retirement date, actuarially reduced for early commencement of payments as described in Appendix C of this Part 1 1 0 .
7. Preretirement Death Benefits: (a) Prior to January 1, 1987: (i) (ii) Elinibilitv: Spouses of married participants who die after attaining the requirements for early retirement provided they have elected this option. Prospective Benefit: 50% of the benefit that would have been payable if early retirement had been elected at date of death under the 50% contingent annuitant option. This benefit is reduced by 1124th of 1% for each month between the date the option was elected and the date of death. Duration of Payments: Life of the spouse.

(iii)
(b)

On and After Januaw 1, 1987: Benefits are provided for eligible spouses as described in item 8 of Part II(a) except the assumed form of payment to the participant is a 50% contingent annuity, subject to a minimum of the benefits payable under the provisions described in (a) above.

8. 9.

Basic Postponed Retirement Benefits: Eligibility as described in item 10 of Part II(a). Benefits continue to accrue after normal retirement date as in 4 above. Employee Contributions: None after January 1, 1967. Prior accumulated contributions were returned to plan participants during 1981. For additional provisions regarding vesting, accumulation and withdrawal, see Part II(a).

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PART II(h) (continued)

10. Normal and Optional Forms of Benefits: As described in Part II(a) except the normal form for married employees is an actuarially reduced 50% contingent annuity. In addition, a Social Security adjustment option is provided. Benefits are converted to actuarially equivalent optional forms using the percentages set forth in Appendix C of this Part II(h). Benefits payable to married employees who elect the preretirement spouse benefit option are reduced by 1124th of 1% for each month that such election precedes the participant's date of retirement or death.
11. Benefits for Nonunion Emplovees: Certain paid-up benefits for nonunion employees attributable to service under the prior plan are payable under the insurance contract. See Appendix B of this Part II(h).