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

Case 1:03-cv-02671-RPM

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I

Gannett Co., Inc. Retirement Plan Union plan provisions were in effect for the following groups of employees prior to:

PART II(a) (continued)

October 1, 1978 for Poughkeepsie pressmen. January 1,1979 for Poughkeepsie composition. May 1, 1979 for Salinas pressmen. July 1, 1979 for Sioux Falls mailroom. January 1,1983 for Reno union. January 1, 1990 for Lafayette Composition and Pressmen. November 1, 1990 for Stockton Newspaper Guild. September 1, 1990 for St. Cloud composition. July 1, 1992 for Niagara ITU. June 16, 1993 for Des Moines mailers. October 4, 1994 for Lansing camera and platemaking departments (GCIU Local 12). November 1994 for Louisville pressmen. December 19, 1994 for St. Cloud cameramen, platemakers and pressroom (GCIU Local 142), and for Springfield pressroom (GCIU Local 203). June 6, 1996 for Iowa City Press and Composing Union. October 29, 1997 for Lansing Newsroom September 28, 1998 for Salem June 25, 1998 for Battle Creek August 1, 1998 for Des Moines Composing and Electricians March 1999 for Boise (Federated) April 2000 for The Newspaper Guild of Greater Philadelphia at Wilmington
I

i

The following have been sold: Santa Fe in 1991; The Salem County Sampler in 1995; Brevard and Binghamton Yellow Pages in July, 1996; The Niagara Falls Gazette on March 3 1, 1997; The Virgin Island Daily News (St. Thomas) on December 30, 1997; Tarentum and North Hills on November 19,1997; The Saratogian on February 15,1998; San Bernardino in March 1999; Marietta on June 4,2001. Gainesville on February 26,2004 Bellingham Herald on August 28,2005 Boise (The Idaho Statesman) on August 28,2005 The Olympian on August 28,2005 Accruals for covered employees at these properties cease on the sale date. For vested participants, benefits accrued to the date of sale become payable under the tenns of the plan applicable to vested terminated employees or deferred early retirees, if retirement eligible on the date of sale. San Bernardino employees are entitled to the plan's early retirement provisions, provided they remain employed until age 55 with 10 years of service. Effective February 28,2006, the benefits for Chambersburg employees shall be fiozen and such employees shall accrue no further benefits after such date.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

2.

Eligibility for Participation: The first day of the month coincident with or next following date of hire. An employee who is covered by a collective bargaining agreement becomes a participant only if the agreement specifically provides for participation. Employees of Shreveport who were hired prior to September 1, 1977 are eligible for benefits in Part II(s). For Louisville, all participants as of December 3 1, 1988 under the terms of the provisions as then in effect remain participants. All other employees become participants on the later of January 1, 1989 or the first day of the month coincident with or next following date of hire. Additional participants are listed in Supplements No. 1 and No. 2 of Appendix D of this Part II(a). The maximum age provision was eliminated as of January 1, 1988. Any active employee previously excluded by this provision became a participant retroactively according to the requirements otherwise in effect on the date of employment.

3.

Definitions: (a) Computation Period: The 12-monthperiod beginning on the first day on which an hour of service is completed and each anniversary thereof. For part-time employees hired prior to January 1, 1976 (January 1, 1989 for Louisville) or after January 1, 1998, the computation period is the calendar year.

(b) Credited Service*: (For benefit accrual)
(i) Before the prior plan restatement date: Generally, years and months of employment from date of hire less service when the employee was eligible to contribute but did not. For part-time employees of all units except Louisville, no Credited Service is given prior to January 1, 1976. For the following units, no Credited Service is considered prior to the date shown: January 1, 1946 Stockton (sold 11/28/94) Visalia January 1,1949 Sioux Falls January 1,1964 Brevard March 1,1966 Guam February 2, 1970 USA Weekend January 10,1980 Marin January 1,1982** Peekskill January 1, 1986 Green Bay January 1,1989 Wausau January 1,1989 Rockford (magazine) December 1, 1989 Springfield Offset September 1, 1991*** Tulare May 1,1993

:

** ***

*

Actual date is maintained in the employee's personnel record. For participants of Marin who did not withdraw their profit-sharing balances on January 1, 1982, the credited service limit is no longer applicable. For service prior to September 1, 199 1, the benefit calculated under the prior Times-Journal plan is payable from this plan.

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Gannett Co., Inc. Retirement Plan (ii)

PART II(a) (continued) For all years on or after the prior plan restatement date and before 1989: Generally, one year of Credited Service is granted for each employment year in which the participant accumulated 1,950 hours. Partial years of Credited Service are granted for employment years during which the employee completed between 1,000 and 1,950 hours as the ratio of actual hours worked to 1,950, with a maximum of one year granted for each employment year. Effective January 1, 1980, Credited Service based on 37.5 hours per week was credited for participants who were disabled and eligible under the short-term or long-term disability plans of the Company. For part-time employees of Louisville hired before January 1, 1989, Credited Service prior to 1989 is granted under the provisions of the prior Louisville plan in effect on December 3 1, 1988. For full-time employees of Louisville hired before January 1, 1989, Credited Service prior to 1989 is granted as in (iv) below based on elapsed time fi-om date of participation. For years beginning on or after January 1, 1989: Generally, one year of Credited Service is granted for each Computation Period in which the participant accumulates 1,820 hours. Partial years of Credited Service are granted for each Computation Period during which the employee completes at least 1,000 hours as the ratio of actual hours worked to 1,820. Credit is granted for less than 1,000 hours during the employee's final Computation Period if Credited Service has accrued in a prior Computation Period. For full-time employees, Credited Service is measured using elapsed time fi-om the first of the month following date of hire to the end of the month in which termination occurs. Effective January 1, 1989, Credited Service based on 35 hours per week is credited for participants who are disabled and eligible under the short-term or long-term disability plans of the Company. For Nashville employees hired before January 1, 1989, one year of Credited Service is accrued for each year in which 500 or more hours of service are completed. For full years of employment, no Credited Service accrues if less than 500 hours of employment are completed. For partial years of employment, a partial year of Credited Service is given equal to the ratio of the number of hours of service during the year to 500, with a maximum of 1.

(iii)

(vi)

All service with Multimedia prior to and after the date of acquisition is includable in the determination of Credited Service under this plan, subject to all the provisions of this plan (e.g., break-in-service rules and hours requirements). All Credited Service for Chambersburg participants is frozen as of February 28, 2006.

(vii)

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Gannett Co., Inc. Retirement Plan (c) Service*: (For eligibility and vesting) (i)

PART II(a) (continued)

Before the prior plan restatement date: As credited under terms of the plans in effect prior to restatement. For part-time employees, no Service is credited for periods of employment prior to January 1, 1976. For Guam, no Service is credited for periods of employment prior to February 2,1970. On or after the prior plan restatement date: In general, for full-time employees, Service is measured using the elapsed time method except for the final year of employment. In the final year of employment, a participant is credited with a full year of Service only if the number of credited hours equals or exceeds 1,000. Hours are credited at the rate of 190 hours for each month in which the participant works at least one hour. For part-time employees, one year of Service is credited for each Computation Period in which at least 1,000 hours of service are completed. Service continues to accrue for disabled employees who are eligible for benefits from the short-term or long-term disability plans of the Company. All service with Multimedia prior to and after the date of acquisition is includable in the determination of service under this plan, subject to all the provisions of this plan (e.g., break-in-service rules and hours requirements). Service for Chambersburg participants includes all periods of employment with the Texas-New Mexico Newspaper Partnership.

(ii)

(ii)

(iii) (d) (e)

Accrued Benefit: The benefit described in 5(b) based on date'of determination and payable at Normal Retirement Age. Earnings: Basic compensation, including commissions, overtime pay and performancerelated bonuses, but excluding deferred compensation and profit sharing distributions andlor contributions. Performance-related bonuses are included when earned, even if not yet paid. In the final calendar year of employment, a pro rata bonus is assumed, if applicable. For an eligible disabled participant, the basic compensation at the rate in effect at date of disability will be assumed to continue for the purposes of determining both Final Average Earnings and the Primary Social Security Benefit. Louisville one-time decertification bonuses paid in 1994 are includable in Earnings.

(f)

Final Average Earnings: The average of the participant's Earnings during the 60 consecutive months of Credited Service out of the last 120 months of Credited Service prior to retirement or termination resulting in the highest average. Credited Service for this purpose is without regard to any limitations based on dates of acquisition. Final Average Earnings for each Charnbersburg participant is frozen as of February 28,2006.

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*Actual date is maintained in the employee's personnel record.

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Gannett Co., Inc. Retirement Plan (g)

PART II(a) (continued)

Primarv Social Security Benefit: The projected primary old age insurance benefit that the participant would be eligible to receive at the later of age at normal retirement date or the current age, but no later than the employee's Social Security Normal Retirement Age, determined in accordance with the Social Security Act in effect on the earlier of the employee's retirement or termination date or the date the participant attains Social Security Normal Retirement Age. For retirements and terminations prior to normal retirement age, constant (annualized) earnings to the earlier of normal retirement date or the date the participant attains Social Security Normal Retirement Age are assumed. For those who retire at or after age 60 with at least 25 years of Credited Service, zero future earnings are assumed. The Primary Social Security benefit is fi-ozen as of February 28,2006 for each Chambersburg participant.

(h) (i)

Social Security Offset: 50% of the Primary Social Security Benefit prorated over 35 years of Credited Service. Minimum Retirement Income: Benefit payable as a life annuity at age 65, or current age if older, that the participant had accrued under the plan as of December 3 1, 1988 based on the provisions as then in effect. For Louisville, factors for converting fi-om the prior plan normal form of a 10-year certain and continuous annuity to a life annuity are a 7% increase at age 65 or older, reduced 112% for each year payment precedes age 65. For vested terminations and normal or postponed retirement, the age 65 factor applies. For early retirement, the appropriate factor for age at retirement applies.

(j)

Coordination With Predecessor Plans: Participants who were covered by plans sponsored by affiliated companies prior to the adoption of this plan by the affiliate are generally guaranteed a total retirement income equal to the benefit that would have been provided by this plan as if all Credited Service had been counted as Credited Service under this plan. Alternative benefits ate also 'calculated which may be larger. Where they apply, the alternative provisions are contained in Appendices to this Part II(a).

(k) Minimum Benefit: For nonunion participants and union participants whose retirement benefits are not subject to collective bargaining, who retire from active employment after January 1, 1980, $600 per year reduced by ,00333 for each month early retirement precedes the normal retirement date. (Applicable for employees covered under collective bargaining agreements only if specifically provided for in the agreement.) (1) Prior Plan Offsets: For certain properties, the benefits calculated under the provisions of this plan are offset by amounts paid or payable under a prior plan. Prior Plan Offsets include: (i) For participants in the prior profit sharing andlor defined benefit plans maintained by Marin, Huntington, Des Moines, Jackson and USA Weekend, the Annuity Equivalent of the profit sharing balance with interest to date of termination or the prior plan benefit payable at the prior plan's nonnal retirement age, whichever applies.

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Gannett Co., Inc. Retirement Plan (ii)

PART II(a) (continued) For participants in the prior profit-sharing plan maintained by Marin who terminated prior to March 1996 and did not withdraw their profit-sharing balances on or before January 1, 1982, the Annuity Equivalent of the profit-sharing balance with interest to January 1, 1985. Annuity Equivalents for these participant's are maintained in the employee's personnel record. The Prior Plan Offset does not apply to Marin participants who withdrew their profit-sharing on or before January 1, 1982 or Marin participants who terminate on or after March 1996. For participants in the prior profit sharing plan maintained by Burlington, the Annuity Equivalent of the profit sharing balance with interest to the earlier of the date of termination or June 30, 1993. For participants in the prior profit sharing plan maintained by Gainesville, the Annuity Equivalent of the profit sharing balance with interest to the earlier of date of termination or June 30, 1994. For participants in the prior profit sharing plan maintained by Nashville, the Annuity Equivalent of the pre-1968 profit sharing balance with interest to the earlier of date of withdrawal, date of termination or September 30, 1995. For participants who formerly participated in a plan sponsored by a union, the benefit accrued in the union plan up to the effective date of the decertification or transfer from the union position covered by the prior plan, based only on service concurrent with that credited under this plan, is applied as an offset to a Gannett all-service benefit payable at age 65. Former members of the Stockton Newspaper Guild receive an all-service benefit with no offset. For Rockford, the union benefit payable at early retirement age is applied as an offset to the early retirement benefit. For prior defined contribution plans, the participant's account balance at the earlier of withdrawal or termination is converted to a full cash-refund annuity based on the PBGC interest rates in effect at termination for lump sum distributions upon plan termination.

(iii)

(iv)

(9

(vi)

(vii)

For participants in any of the prior defined benefit plans maintained by several of the properties for which benefits were purchased, the paid-up benefit held by an insurance company. For participants in the prior profit sharing plan maintained by Muskogee, the Annuity Equivalent of the profit sharing balance with interest to the earlier of the date of termination or March 3 1, 1995. For former employees of the Detroit Newspaper Partners who participate in this plan and previously participated in a plan sponsored by Knight-Ridder and for whom service counted under that plan is also counted as Credited Service under this plan, the benefit accrued under the Knight-Ridder plan up to transfer to the Detroit Newspaper Partners is applied as an offset to the Gannett all-service benefit payable at age 65.

(viii)

(ix)

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

(m) Participant's Share (applies to Nonvich only): An amount equal to the sum of contributions made by The Bulletin Company on behalf of a participant under the plan in effect prior to December 22, 1976 accumulated with interest to the date of termination. Effective January 1, 1989, interest will be credited at the Pension Reform Rate for each year beginning on and after January 1, 1988. Future accumulations are based on the average 30-year Treasury rates in effect during November of the year immediately prior to the date of termination and the 1994 GAR Unisex Mortality Table (1983 GAM Unisex Mortality Table Prior to January 1,2003). All participants' shares, plus interest thereon, are 100% vested. (n) Annuity Equivalent means, in general, the account balance fiom a former or concurrent defined contribution plan, converted to an actuarially equivalent annuity using full cash refund rates (life annuity rates for Southern New Jersey) based on the interest component of the PBGC rates in effect on the date of termination and the TPF&C Forecast Mortality Table with ages set back three years. Such benefits are assumed payable at the later of normal or actual retirement age unless the participant retires early fi-om active employment and receives an immediate annuity or if an immediate annuity is payable to a beneficiary. For Marin, the Annuity Equivalent is determined as of January 1, 1985. For Burlington, the Annuity Equivalent is determined as of the earlier of termination or June 30, 1993. For participants who terminate after June 30, 1993, the Annuity Equivalent at normal retirement age is the deferred full cash-refund annuity based on the June 30, 1993 profit-sharing balance, the participant's age on June 30, 1993, and the PBGC interest rates in effect for lump sum distributions upon plan termination during June 1993. For participants who retire early fiom active employment, the Annuity Equivalent at early retirement is the immediate full cash-refund annuity based on the single sum value at early retirement of the Annuity Equivalent at normal retirement age (using June 1993 PBGC rates), the participant's age at retirement and the PBGC interest rates in effect for lump sum distributions during June 1993. For Gainesville, the Annuity Equivalent is determined in the same manner as for Burlington except that the relevant date is June 30, 1994 (instead of June 30, 1993). For Muskogee, the Annuity Equivalent is determined in the same manner as for Burlington except that the relevant date is March 3 1, 1995 (instead of June 30, 1993). For Nashville, the Annuity Equivalent is determined in the same manner as for Burlington except that the relevant date is September 30, 1995 (instead of June 30, 1993). For Southern New Jersey, the Annuity Equivalent is determined in the same manner as for Burlington except that the relevant date is September 30,2003 (instead of June 30, 1993), and the Annuity Equivalent is a single life annuity (instead of a full cash-refund annuity). Those participants whose retirement benefits are offset by the Annuity Equivalent of a profit sharing account balance can purchase such an annuity, determined as above, from this plan. In general, the payment required to purchase the annuity is the profit-sharing account balance. For Marin, Burlington, Gainesville, Muskogee and Nashville, the required payment is the single sum value of the Annuity Equivalent based on PBGC interest rates in effect for lump sum distributions during the month as of which the Annuity Equivalent is determined with the following maximum. The required payment for these named properties

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

will be no more than the single sum value of the Annuity Equivalent based on interest rates in effect for lump sum distributions on the date of termination. (0) Minimum Predecessor Plan Benefit (applies to Louisville only): In no event shall a participant in the predecessor plan in effect on February 28, 1979 receive a benefit that is less than the benefit determined under the predecessor plan if it continued unchanged and the participant's basic compensation remained unchanged from calendar year 1978, calculated as follows: 1.2% of 1978 Basic Annual Compensation up to $7,200 plus 1.7% of 1978 Basic Annual Compensation in excess of $7,200 for each year of Credited Service up to 35 years.

I
!

4.

Basic Pension Benefits: (a) Eligbilitv: The first of the month coincident with or next following the later of attainment of age 65 or the fifth anniversary of participation. For participants as of June 1, 1991, the service requirement does not apply. Prospective Benefit: [The greater of (i), (ii), (iii), (iv) or (v), but in no event greater than (vi), less (vii)], minimum (viii) or (ix). (i) (A) minus (B) plus (C) below: (A) 2% of Final Average Earnings times Credited Service up to a maximum of 25 years plus .7% of Final Average Earnings times Credited Service in excess of 25 years. (B) the Social Security Offset, but not greater than 50% of the result from (A). (C) for Springfield Offset, the accrued benefit as of August 3 1,1991 under the plan as then in effect. Accrued benefits are maintained in the Company's files. Effective January 1, 1998, this benefit is increased 26.5% for employees actively employed as of that date. For Green Bay, Wausau, Springfield Offset and participants of Marin who withdrew their profit-sharing balances on or before January 1, 1982, the benefit determined under (i)(A) is based on credited service without regard to the limitation in 3(b)(i) [All Service] and multiplied by the ratio of years of Credited Service to years of All Service. For Federated and Tarentum, see the special provisions outlined in Appendix C of this Part II(a).

(b)

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Gannett Co., Inc. Retirement Plan (ii) (iii) The Minimum Retirement Income.

PART II(a) (continued)

The Minimum Benefit. For Green Bay, the Minimum Benefit is applied to the total of the benefit payable fi-om this plan plus the Annuity Equivalent of the prior profit sharing account balance. The alternative benefit described in Appendices A and B of this Part II(a). The Minimum Predecessor Plan Benefit. For employees who transfer fi-om an affiliated company which does not participate in this plan: the benefit described in (i), (ii) or (iii) calculated assuming that nonunion Service with the affiliated company counts as Credited Service in this plan, but decreased by any benefit the employee may receive under the provisions of a plan maintained by the affiliated company. For Burlington, Muskogee, Gainesville, certain participants of Marin who terminated prior to March 1986, Huntington, Des Moines, Jackson, USA Weekend, Nashville, certain decertified unions, and participants with paid-up benefits, the Prior Plan Offset. For Southern New Jersey, the Annuity Equivalent of the profit sharing balance at termination. For Southern New Jersey, $4 per month per year of Credited Service. For Nashville, the normal retirement benefit accrued under the predecessor plan as of April 30,1987.

(iv) (v) (vi)

(vii)

(viii) (ix) 5.

Basic Vested Benefits: (a)
(b)

Elinibilitv: In general, participants are 100% vested after five years of Service or, for participants as of June 1, 1991, attainment of age 65, if earlier. Prospective Benefit: Benefit payable at age 65 equals [the greater of (i), (ii), (iii) or (iv), but in no event greater than (v), less (vi)], minimum (vii) or (viii). (i) (A) minus (B) plus (C) below: (A) the benefit as described in 4(b)(i)(A) above based on prospective Credited Service at normal retirement, multiplied by the ratio of actual Credited Service to prospective Credited Service at normal retirement. the Social Security Offset, but not greater than 50% of the result from (A). for Springfield Offset, the accrued benefit as of August 3 1, 1991 under the plan as then in effect. Effective January 1, 1998, this benefit is increased 26.5% for employees actively employed as of that date.

(B)
(C)

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued) For Green Bay, Wausau, Springfield Offset and participants of Marin who withdrew their profit-sharing balances on or before January 1, 1982, the benefit as described in 4(b)(i)(A) above based on prospective credited service without regard to the limitation in 3(b)(i) [All Service] and multiplied by the ratio of years of Credited Service to years of All Service. For Federated and Tarentum, see the special provisions outlined in Appendix C of this Part II(a).

(ii) (iii) (iv) (v) (vi) (vii) (viii) (c)

The Minimum Retirement Income. The alternative benefit described in Appendices A and B of this Part II(a). The Minimum Predecessor Plan Benefit. The benefit described in 4(b)(vi). The offset described in 4(b)(vii) based on an Annuity Equivalent payable at normal retirement age, if applicable. For Southern New Jersey, $4 per month per year of Credited Service. For Nashville, the normal retirement benefit accrued under the predecessor plan as of April 30,1987.

Early Commencement of Pawents: A participant may elect to have benefit payments commence on the first of any month coincident with or following attainment of age 55, but no later than the normal retirement date. The benefit shall equal the amount described in (b) above, actuarially reduced for each month payment commencement date precedes normal retirement date.

6.

Basic Early Retirement Benefits: (a) Eligibility: If hired prior to January 1, 1980, the first day of any month within ten years of the participant's normal retirement date. If hired on or after January 1, 1980, and for all employees of properties participating on or after January 1,1980, the first day of any month on or after both attainment of age 55 and completion of five years of Service. For all new properties, the five years of Service may include years prior to January 1, 1980. Prospective Benefit: (i) unless (ii), (iii), (iv) or (v) applies, but not less than (vi) or (vii), where:

(b)

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Gannett Co., Inc. Retirement Plan (i)

PART II(a) (continued) Benefit payable before age 62: S(b)(i)(A) above, less any vested benefit attributable to nonunion Service with a nonparticipating affiliate* payable at age 65, reduced by .00333 for each month early retirement date precedes normal retirement date, plus, for Springfield Offset, 5(b)(i)(C) above reduced by 112% for each month early retirement date precedes age 62 (age 60, with respect to the special minimum for participants as of December 3 1, 1980). For participants who retire from active employment on or after age 60 with at least 25 years of Credited Service, the reduction is .00208 per month. Benefit payable on or after age 62: Benefit payable before age 62 less the Social Security Offset in 5(b)(i)(B) reduced for payment prior to age 65 in accordance with percentage reductions in Social Security benefits. The applicable factor is the one for age 62 or actual early retirement age, if later. For Federated and Tarenturn, see the special provisions outlined in Appendix C of this Part II(a). For Burlington, Muskogee, Gainesville, Nashville and participants with paid-up benefits, the benefits payable before and after age 62 are first determined without regard to the Prior Plan Offset, and then reduced by the Prior Plan Offset payable at early retirement age. For all other units with Prior Plan Offsets, the benefit payable before age 62 is reduced by the Prior Plan Offset payable at age 65, prior to the application of the early retirement factor. The benefit payable on or after age 62 is determined as described above. For Rockford, the benefits payable before and after age 62 are not reduced by any Prior Plan Offset payable fi-om a union plan until the earliest retirement age under the prior plan, and are then reduced by the actual benefit payable fi-om the union plan. For Southern New Jersey, the benefits payable before and after age 62 are first determined without regard to the profit sharing balance, and then reduced by the Annuity Equivalent of the profit sharing balance at early retirement.

If 5(b)(ii), 5(b)(iii) or 4(b)(iii) exceed 5(b)(i), then the early retirement benefit is calculated according to (ii), (iii) or (iv) below as applicable based on the greatest benefit. For Green Bay, the Minimnun Benefit in 4(b)(iii) is applied to the total of the benefit in 5(b)(i) plus the Annuity Equivalent of the prior profit sharing account balance.

*For a participant with a vested benefit attributable to nonunion Service with a nonparticipating affiliate, Credited Service in 6(b)(i) shall include Credited Service with the nonparticipating affiliate
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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

For Louisville, the early retirement benefit is calculated according to (i) above or (ii), (iv) or (v) below as applicable based on the greatest of the following benefits:
t

5(b)(i) reduced by the appropriate early retirement factor as described in 6(b)(i). 5(b)(ii) reduced by 11360th for each of the first 36 months early and 11240th for each additional month early. 4(b)(iii) reduced by .00333 for each month early. 5(b)(iv) reduced by the appropriate early retirement factor as described in 6(b)(i).

(ii)

Minimum Early Retirement Income: The benefit payable before age 62 is the sum of the Minimum Retirement Income in 4(b)(ii) plus the Social Security Offset in 4(b)(i)(B), reduced by the appropriate early retirement factor as described in 6(b)(i). For Louisville, the benefit payable before age 62 is the sum of the Minimum Retirement Income in 4(b)(ii) reduced by 11360th for each of the first 36 months early and 11240th for each additional month early, plus the Social Security Offset in 4(b)(i)(B) reduced by the appropriate early retirement factor as described in 6(b)(i). The benefit payable on or after age 62 is determined as in 6(b)(i) based on the benefit payable before age 62. Reductions due to offsets described in 4(b)(vi) and (vii) are taken as described in 6(b)(i) above.

(iii)

If the alternative benefit in 5(b)(iii) applies, then the benefit payable is the alternative benefit described in Appendices A and B of this Part II(a), less the Prior Plan Offset described in 4(b)(vii) applied as described in 6(b)(i) above. Minimum Early Retirement Benefit: The benefit payable at early retirement and for life is the Minimum Benefit in 4(b)(iii) reduced by .00333 for each month early retirement precedes the normal retirement date. For Burlington, Muskogee, Gainesville, Nashville and participants with paid-up benefits, the benefit payable at early retirement is first determined without regard to the Prior Plan Offset, and then reduced by the Prior Plan Offset payable at early retirement age. For Southern New Jersey, the benefit payable at early retirement is first determined without regard to the profit sharing balance, and then reduced by the Annuity Equivalent of the profit sharing balance at early retirement. Otherwise, reductions due to offsets described in 4(b)(vi) and (vii) are taken before application of the early retirement factor. Minimum Predecessor Plan Benefit: The benefit payable before age 62 is the sum of the Minimum Predecessor Plan Benefit in 4(b)(v) plus the Social Security Offset in 4(b)(i)(B), reduced by the appropriate early retirement factor as described in 6(b)(i). The benefit payable on or after age 62 is determined as in 6(b)(i) based

(iv)

(v)

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued) on the benefit payable before age 62. Reductions due to prior plan offsets described in 4(b)(vi) and (vii) are taken as described in 6(b)(i) above.

(vi)
.

For Southern New Jersey, if the sum of the profit sharing balance at early retirement and the actuarially equivalent value of the benefit in 5(b)(vii) exceeds the actuarially equivalent value of the benefit in 6(b)(i), (ii) or (iv), whichever applies, prior to the reduction for the profit sharing annuity, then the benefit payable at early retirement and for life is the benefit in 5(b)(vii) reduced by the applicable early retirement factor in 6(b)(i). No reduction due to the profit sharing annuity is taken fi-om this benefit. For Nashville, if the minimum in 5(b)(viii) applies, then the benefit payable on or after age 62 is this greater benefit reduced by the applicable early retirement factor in 6(b)(i). The benefit payable before age 62 is the sum of the benefit payable on or after age 62 plus the Social Security Offset in 4(b)(i)(B) reduced for payment prior to age 65 as described in 6(b)(i). No reduction due to the Prior Plan Offset is taken from these benefits.

(vii)

7.

Disability Benefits: (a) Effective January 1, 1980, certain employees who become permanently disabled have disability benefits payable fi-om a separate long-term disability plan. Benefits from this Retirement Plan are payable at age 65 or when LTD coverage ceases, if later. Benefits are based on continued service accrual to actual retirement date and annual Earnings subsequent to disability equal to the annual earnings rate as of the date of disability. For participants at Nonvich prior to May 1, 1984 who become totally disabled after attainment of age 40 and completion of ten years of Service, an alternate benefit based on the provisions of The Bulletin Company plan prior to May 1, 1984 is available in lieu of benefits payable fi-om the Gannett Long-Term Disability Plan.

(b)

8.

Preretirement Death Benefits: (a) Eligibility: (i) For active employees, Louisville vested terminations prior to January 1, 1988, other vested terminations prior to January 1, 1988 and on or after September 4, 1974, and deferred retirees: A benefit is payable to the spouse of any participant who dies after earning the right to a vested benefit provided they have been married for at least one year prior to the participant's death. For vested terminations on and after January 1, 1988: A benefit is payable to the eligible spouse provided the participant did not elect to waive this option. Prior to January 1, 1989, coverage was provided on an optional basis for nonunion participants at Rockford, and those who elected the option paid a charge for the coverage.

(ii) (iii)

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PART II(a) (continued)

(b)

Prospective Benefit for Deaths On or After Attainment of Age 55: The benefit that would have been payable* under the 100% contingent annuity option had the participant retired early on the first of the month following or coincident with the date of death. Prospective Benefit for Deaths Prior to Attainment of Age 55: The benefit that would have been payable* under the 100% contingent annuity option if the participant had separated from service on the date of death (for participants in active service at death), survived to the earliest early retirement date, retired on such date, and then died. For covered spouses of vested terminations prior to January 1, 1989, benefits are payable under the 50% contingent annuity option. For spouses of vested terminations on and after January 1, 1988 who did not waive the option, benefits are reduced for each year between the effective date of the option and the date of death as follows: For Years Between Ages 35 - 45 45 - 55 55 - 65 100% CA Level 0.2% per year 0.4% 1.O% 50% CA Level 0.1% per year 0.2% 0.5%

(c)

(d)

Duration of Pavment: Life of the spouse. For Springfield Offset, with respect to the accrued benefit as of August 3 1, 1991, an employee may elect, with-spousal consent, that the actuarial equivalent of such benefit be paid to a beneficiary in equal installments over a 60-month period or as a lump sum benefit. For deaths on or after attainment of age 55, such payments to a beneficiary will be made if the employee has no spouse.

(e)

Louisville Preretirement Death Benefit: (i) Eli~bilitv:For active participants at Louisville as of December 3 1, 1988, a benefit is payable to the beneficiary of any eligible participant who dies prior to normal retirement date. Prospective Benefit: The greater of two benefits, compared on the basis of actuarial present value: (A) The contingent annuity benefit described above payable to a surviving spouse (doesn't apply if beneficiary is not spouse). (B) A lump sum payment equal to basic compensation for the 1988 calendar year, rounded to the next multiple of $500.

(ii)

*

Prior Plan Offsets are not applied to preretirement death benefits payable to eligible spouses of Des Moines, Jackson and USA Weekend participants. [See Appendix B of this Part II(a)].

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PART II(a) (continued)

(f)

Other Preretirement Death Benefits: For plans that were contributory and for Nonvich, beneficiaries will receive the excess, if any, of the employee contributions (Participant's Share for Nonvich) with interest over the total payments received by the spouse, if any.

9.
I

Postretirement Death Benefits: None except as may be provided under the normal form of annuity or election of an option except that: For plans that were contributory and for Nonvich, beneficiaries will receive the excess, if any, of the employee contributions (Participant's Share for Nonvich) with interest over the total benefit paid to the participant and any contingent annuitant. For participants at Huntington who were participants in the predecessor plan as of December 3 1, 1975, and who retire after January 1, 1973, a lump sum payment of $2,000.

I

10. Basic Postponed Retirement Benefits: (a) Elinibilitv: Effective January 1, 1988, the first of any month following a participant's normal retirement date. Credited Service for all employment following the normal retirement date is retroactively given to any participant on January 1, 1988 who was:
-

age 65 or older, actively employed, and

-

- not in receipt of benefits.

(b)

Prospective Benefit: The benefit as described in 4(b) above based on Final Average E d n g s and Credited Service as of postponed retirement date, but using the Primary Social Security Benefit frozen as of the participant's Social Security Normal Retirement Age. Reductions to the pension benefit attributable to other defined benefit plans are frozen at the age 65 level. Reductions attributable to the Annuity Equivalents of account balances from defined contribution plans are determined at actual retirement age except for Marin, Burlington and Gainesville, where the Annuity Equivalents are frozen at the age 65 level. For special provisions regarding participants who remain actively employed beyond the April 1 following the calendar year in which they attain age 70 %, see item (14) of this Part II(a).

(c)

11.

Employee Contributions: (a) Currently, no contributions are required of employees.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

(b)

Several prior plans were contributory. Employee contributions are retained in the Trust for some employees of the following properties: Salem Niagara San Bernardino Port Huron Marietta Tarentum Richmond Huntington Speidel Federated Norwich Louisville

All employee contributions and earnings thereon are fully vested. For San Bemardino, employee contributions include the prior profit-sharing balance. (c) Effective January 1, 1989, employee contributions are credited with interest at the Pension Reform Rate for each year beginning on and after January 1, 1988. Future accumulations are based on the PBGC interest rate structure in effect on the first day of the plan year in which termination or retirement occurs. Effective January 1, 1998, future accumulations are based on interest equal to the average 30-year Treasury rates in effect during November of the immediately prior year. (d) Upon withdrawal of employee contributions and interest thereon, an adjustment is made to the employee's normal retirement benefit to reflect the value of such withdrawn amount. The resulting benefit shall be the larger of (i) (ii) (e) the benefit computed using all Credited Service less Credited Service applicable to the period for which the withdrawn contributions applied, or the total benefit payable to the employee less the Benefit Attributable to the Employee's Contributions.

Benefit Attributable to the Employee's Contributions: The projected accumulated value of the employee's contributions at normal retirement or later is converted to an annuity based on the applicable interest rate and applicable mortality table described in (13) with the offset not greater than that resulting fiom the use of 8% interest and the TPF&C Forecast Mortality Table with ages set back three years. For withdrawals prior to January 1,1998, the Benefit Attributable to the Employee's Contributions is determined in accordance with the provisions in effect on the date of withdrawal.

Normal and Optional Forms of Benefits: Normal form for unmarried employees is a life annuity. Married employees receive the basic benefits described above actuarially reduced to provide for a 100% contingent annuitant option with the spouse as the contingent annuitant. For Springfield Offset, with respect to the accrued benefit as of August 3 1, 1991, the 100% contingent annuity is equal to 80% of the benefit otherwise payable to the employee, plus or minus 112% for each year the spouse is older or younger than the employee, with a maximum of 85%. For Louisville participants who terminated with a vested benefit prior to January 1, 1989, the normal form is a 10-year certain and continuous annuity.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

I 1 I
13.

All employees may elect any of the following optional forms of benefits: (a)
(b)

Life annuity. 50%, 66 2/3%, 75% or 100% contingent annuitant options. 10-year certain and continuous annuity.

(c)

I

Lump Sum Distributions: If the present value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), payment will be made in the form of a lump sum. Lump sum values are determined based on the average 30-year Treasury rates in effect during November of the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. In general, deferred rates are applied for benefits payable at age 65 to vested terminated participants and benefits payable at the employee's age 55 to spouses of vested participants who die prior to age 55; immediate rates are applied for benefits payable immediately to retired participants and to spouses of vested participants who die on or after age 55. If the present value of monthly benefit payments is $1,000 (prior to March 28,2005, $5,000) or more but not greater than $10,000, the participant may elect payment in a single sum. Immediate annuities payable in the normal form are also available. For Louisville, when the benefit payable is based on the Minimum Retirement Income, the lump sum value shall not be less than that determined based on the provisions of the Louisville plan in effect on December 3 1, 1988. For Springfield Offset, with respect to the accrued benefit as of August 3 1, 1991, an employee may elect that the actuarial equivalent of such benefit be paid in the form of a lump sum. Actuarial equivalence is based on (a) or (b), whichever provides the greater lump sum: (a) (b) the average 30-year Treasury rate in effect during November of the year immediately prior to date of distribution and the 1994 GAR Unisex Mortality, the PBGC rates in effect for the month immediately prior to the distribution date and the UP84 (Unisex) mortality table.

14. Minimum Distribution Requirements: For employees who attain age 70 l/z prior to 1999, payment of benefits shall begin no later than the April 1 following the calendar year in which an employee attains age 70 ?4 even though the employee has not yet retired. For employees who become participants after June 1, 1991, payments do not begin until the participant completes five years of Service. Commencement of benefits may have been delayed to April 1,1990 for such employees who attained age 70 ?4in 1988. For active employees who attained age 70 ?4prior to 1988, payments begin at actual retirement date, if later. For employees receiving in-service benefit payments, benefits are recalculated each December 3 1 during employment and at actual retirement based on all service and earnings through that date and offset by a benefit which is the actuarial equivalent of the accumulated value of past benefit payments made. The offset may not reduce the benefit below the amount in payment status.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

For employees who attain age 70 ?4after 1998, payment of benefits does not commence until the participant's postponed retirement date. After age 70 ?4 these participants receive annual accruals equal to the better of an actuarial increase or the regular annual accrual. The comparison is done starting with the January 1 of the second calendar year following the year age 70 % occurs. For the first applicable year, the value of the actuarial increase is measured fiom April 1.

1
I

15.

Maximums on Benefits and Pay: All benefits and pay for any calendar year may not exceed the maximum limitations for that year as defined in the Internal Revenue Code. Dollar limits increase automatically as such changes become effective. [See Appendix E of this Part II(a).] Transfers to Corporate Pavroll: In general, benefits payable to employees on Corporate payroll are the benefits calculated under the provisions of this plan offset by benefits accrued under any other plan maintained by the Company. These offsets include both defined benefit plan accruals and Annuity Equivalents based on profit sharing plan account balances. Corporate transfers from Green Bay and Wausau have their benefits calculated as described in Appendix A of this Part II(a) using the earlier of date of transfer to Corporate payroll or January 1, 1989 as the GRP Participation Date. For the participant who transfers back to Green Bay or Wausau local payroll fiom Corporate payroll prior to January 1, 1989, benefits are equal to the greater of (a) the benefit described in Appendix A of this Part II(a) using the date of transfer to Corporate as the GRP Participation Date offset by the Annuity Equivalent of his profit-sharing account balance; or
(b) the benefit described in Appendix A of this Part II(a) using January 1,1989 as the GRP Participation Date.

,

16.

Corporate transfers fiom Southern New Jersey Newspapers, including Courier-Post Pressmen but excluding Suburban Newspapers, have their benefits calculated as described in this Part II(a) for other Southern New Jersey employees. Corporate transfers fiom a former Multimedia unit have their accrued benefit calculated as the sum of (a) plus (b) below: (c) For service prior to the transfer date, the accrued benefit calculated under the applicable Multimedia benefit formula described in Part II(u) based on service accrued to date of transfer, but average earnings and the Social Security benefit as of the determination date, plus (d) For service after the transfer date, a future-service benefit under the applicable provisions of this Part II(a). In general, this is a benefit based on service after date of transfer only. (See Appendix A, A-4: Basic Pension Benefits, (b)(iv)(A) of this Part II(a), for a description of the future-service benefit under the provisions of this Part II(a).) The service in the denominator of the "Service Ratio" includes pre- and post-transfer service.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

17. Transfers from Nonparticipating Unions to Participating Status: An employee who transfers from a nonparticipating collective bargaining unit and subsequently becomes a participant in this plan will receive credit for Service (for eligibility and vesting) prior to the date of transfer. Credited Service (for benefit accrual) accrues from date of participation in the prior plan, if any. If the employee was not covered by a pension plan prior to the date of transfer, Credited Service accrues from date of transfer only. 18. Transfers Between Participating Unions and Nonunion Status: For participants who have transferred from a participating union to an eligible nonunion position, or visa versa, the applicable benefit formula is the one applicable to the participant's employment status as of the date of determination (termination, death, retirement or disablement). The benefit is based on all Credited Service granted while employed in both union and nonunion positions. The accrued benefit is subject to a minimum of the benefit accrued as of the date of transfer. For transfers into unions with career pay benefit formulas, the accrued benefit after the transfer date equals the accrued benefit as of the date of transfer plus career pay accruals for service after the date of transfer. 19. 20. Service with a Nonparticipating Affiliate: In general, Service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Additional Benefits (applies to Louisville only): Benefit amounts and payment forms for participants listed in Supplements No. 1 and No. 2 of Appendix D of this Part II(a) are as described in these supplements. Benefits shown are payable in addition to any other benefits provided under the plan. Transfers prior to January 1, 1998 from Units Covered Under Multimedia Provisions: For participants who transfer from a Multimedia unit to a unit covered under other retirement plan provisions, the accrued benefit is the sum of (a) plus (b) below: (a) For service prior to transfer date, the Multimedia benefit formula based on average earnings and the Social Security benefit as of the determination date, plus For service after transfer, a future-service benefit under the applicable provisions of this Part II(a). In general, this is a benefit based on service after date of transfer only. (See Appendix A, A-4: Basic Pension Benefits, (b)(iv)(A) of this Part II(a) for a description of the futureservice benefit under the provisions of this Part II(a).) Note that the service in the denominator of the "Service Ratio" includes pre- and post-transfer service. This applies to all transfers fi-om Multimedia, including those who transferred prior to the April 1, 1996 plan merger. For participants who die after such a transfer, any preretirement spouses' death benefits payable will be based on the 100% contingent annuity form of payment. 22. Transfers Subsequent to January 1, 1998 froin Units Described in Part 11: Participants who transfer after January 1, 1998 will retain their benefit formula fi-om prior to the transfer date.

2 1.

(b)

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Gannett Co., Inc. Retirement Plan 23. Special Early Retirement Programs: (a) Nashville -The Tennessean:

PART II(a) (continued)

I
I
!

Eligbilitv: Employees in certain departments who attain age 60 on or before December 3 1, 1989 and retire before December 3 1, 1989. Benefits: Early retirement benefit prior to reduction by the Prior Plan Offset plus temporary supplemental payments (in place of the regular plan supplement) equal to two times the Social Security supplement under the regular plan. Supplemental payments cease at the later of age 65 or two years after retirement.
(b) Nashville -The Tennessean:

Eligbility: Newsroom employees who attain age 60 on or before December 3 1, 1989 and retire on the date specified by the Company. Benefits: Early retirement benefit prior to reduction by the Prior Plan Offset. (c) Bridgewater: Elinibilitv: CWA members who attain age 60 on or before December 3 1, 1990 and retire on or before June 1,1990. Benefits: Benefits based on Credited Service at date of retirement plus one additional year for each seven years actually completed. Early retirement reductions based on age at retirement plus additional years as described above. (d) Westchester: Eligbilitv: Participants who attain age 55 and complete 15 years of Service on or before February 28, 1991 and retire on or before April 1, 1991. Benefits: Early retirement benefit plus temporary suppleinental payments (in place of the regular plan supplement) equal to two times the Social Security supplement under the regular plan. Supplemental payments cease at the later of age 65 or two years after retirement. (e) Poughkeepsie: Eligbilitv: Participants who attain age 55 on or before December 3 1, 1991 and retire on January 1,1992. Benefits: Early retirement benefit plus temporary supplemental payments (in place of the regular plan supplement) equal to two times the Social Security supplement under the regular plan. Supplemental payments cease at the later of age 62 or two years after retirement.

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Gannett Co., Inc. Retirement Plan (f) Louisville:

PART II(a) (continued)

Elinibilitv: Employees of certain departments who attain age 55 prior to December 3 1, 1986 or December 3 1, 1987 as applicable and elect to retire prior to the relevant December 3 1. Benefits: Accrued benefit reduced 11360th for each of the first 36 months and 11240th for each additional month retirement precedes age 60 plus temporary supplemental payments equal to the estimated age 65 Primary Social Security Benefit, assuming earnings remain at the current level until age 65, payable until age 65. (g) Shreveport: Elit5bilitv: Participants who attain age 55 and complete at least 10 years of service on or before December 3 1, 1992 and retire on or before January 1, 1993. Benefits: Early retirement benefit plus temporary supplemental payments (in place of the regular plan supplement). For participants in the former separate plans, the supplement equals the estimated Social Security benefit (assuming no earnings after retirement) payable on the date supplement ceases prorated over 35 years of service. For participants covered under the offset provisions of the GRP, the supplement equals two times the Social Security supplement under the regular plan. Supplemental payments cease at the later of age 62 or two years after retirement.
(h)

Louisville: Elit5bilitv: Employees who attain age 59 and complete at least 10 years of service on or before April 30, 1995 and retire on or before July 1, 1995. Benefits: Early retirement benefit plus temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f), payable until age 65, or for two years, if longer.

(i)

Bridgewater: Elinibilitv: CWA employees who attain age 60 on or before December 3 1, 1995, have guaranteed positions and retire on or before June 1, 1995. Benefits: One additional year is added to age (for purposes of determining early retirement factors and prospective service) and Credited Service for each seven years of Credited Service earned under the plan.

(j) Des Moines:

Elinibilitv: Employees in the Newsroom, Advertising and Marketing departments who attain age 62 and complete at least 10 years of service on or before February 1, 1996 and retire on or before February 1, 1996.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

Benefits: Early retirement benefit plus temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f), payable until age 65, or for two years, if longer.

(k)

Louisville: Eligbility: Employees of certain departments who attain age 58 and have at least 10 years of service on or before December 3 1,2001 who are not on long-term disability or corporate payroll. Benefits: Accrued benefit reduced 11360th for each of the first 36 months and 11240th for each additional month retirement precedes age 60 with early retirement reductions based on age at retirement plus three additional years. In addition, a temporary supplemental payment equal to the estimated age 62 primary Social Security Benefit, assuming earnings remain at the current level until age 62, payable until age 65, or for two years, if longer.

(1)

Brevard: Elirzibilitv: Non-Union employees in the Production Department who will be at least age 55 as of December 3 1,2001 with age plus Credited Service greater than, or equal to, 75 and who retire on or before March 1,2002. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years.

(m) Louisville: Eligbility: Employees of certain departments who attain age 56 and have at least 10 years of service on or before May 3 1,2002 and retire on or before April 1,2002 and are not on long-term disability or corporate payroll. Benefits: Accrued benefit based on age at retirement plus three additional years plus temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f), payable until age 65, or for two years, if longer. In addition, an extra $50 per month in pension benefits is paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare. (n) Des Moines: Eligibility: Non-Union employees in the Plateroom & lnaging Department who attain age 59 and complete at least 30 years of service on or before December 3 1,2001 and who retire on or before March 1,2002. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years. In addition, temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f) are payable until age 65, or for one year if longer.

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Gannett Co., Inc. Retirement Plan

PART II(a) (continued)

(0)

Charnbersburg: Elimbilitv: Non-Union employees of certain departments who attain age 54 and have at least 10 years of service on or before December 3 1,2001 and who retire on or before November 12,2001. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years.

(p) Nashville:

Elifibilitv: Employees of certain departments who attain age 55 and have at least 10 years of service on or before December 3 1,2001 and who retire on or before April 1,2002. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years, plus temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f), payable until age 65, or for two years, if longer. In addition, an extra $50 per month in pension benefits is paid to participants over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare. (q) Westchester: Eli~bilitv:Non-Union employees of certain departments who attain age 60 and have at least 10 years of service on or before December 3 1,2001 and who retire on or before March 1,2002. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years. In addition, an extra $50 per month in pension benefits is paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare. (r) Louisville: Elimbilitv: Employees of certain departments who are at least age 57 as of September 1, 2004 and are not on long-term disability or corporate payroll. Benefits: Accrued benefit based on age at retirement plus three additional years plus temporary supplemental payments (in place of the regular plan supplement) equal to the estimated age 65 Primary Social Security Benefit as described in item (3)(f), payable until age 65, or for two years, if longer. In addition, an extra $50 per month in pension benefits is paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare.

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Gannett Co., Inc. Retirement Plan (s) Honolulu Advertiser:

PART II(a) (continued)

Eli~bilitv:Employees of the Dispatchers department who attain age 55 and have at least 25 years of service as of June 1,2004. Benefits: Unreduced accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years. In addition, an extra $50 per month in pension benefits paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare. (t) Honolulu Advertiser: Elinibilitv: Employees of the Pressroom who attain age 57 and have at least 35 years of service as of June 1,2004. Benefits: Unreduced accrued benefit plus a severance allowance equal to one week's pay for each year of service up to a maximum of 40 weeks pay at your straight-time hourly rate at retirement. In addition, an extra $50 per month in pension benefits paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare.

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PART II(a) Appendix A GANNETT CO.. INC. RETIREMENT PLAN PLAN PROVISIONS This appendix contains special provisions applicable to certain employees with Prior Plan Offsets [as described in item 3(1) of Part II(a)] where the offset is due to a profit sharing account balance. Certain employees of the following properties are covered: Property Burlington Muskogee Gainesville Marin* Huntington GRP Participation Date January 1, 1982 January 1, 1982 January 1,1984 January 1,1982 January 1,1973

For employees at these properties who participated in the prior profit sharing plans, a total retirement income is calculated equal to the benefit they would be entitled to if "all-service" from date of employment were used to determine "Credited Service" under this plan. An alternative benefit is also calculated which provides the annuity value of the profit sharing account balance for service prior to the GRP Participation Date during which the profit sharing plan was in effect. 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 profit sharing account balance is converted into an Annuity Equivalent using full cash refund rates based on the layered PBGC interest rates in effect for lump sum distributions on the date of termination and the 1971 TPF&C Forecast Mortality Table with ages set back three years prior. For Marin, the Annuity Equivalent is determined as of January 1, 1985. For Burlington, the Annuity Equivalent is determined as of June 30, 1993. For Gainesville, the Annuity Equivalent is determined as of June 30, 1994. For purposes of determining the alternative benefit for all calculations and the Prior Plan Offset for vested benefits, the Annuity Equivalent is assumed payable at the later of age 65 or actual retirement. For Marin, Burlington and Gainesville, the Annuity Equivalent is frozen at the age 65 le