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

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APPENDIX

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Gannett Co., Inc. Retirement Plan Plan Provisions
INTRODUCTION

I

Part I contains provisions of the Gannett Retirement Plan effective January 1, 1998 for all participants except those eligible for Part 11. Participants eligible for Part I1 are those described below: each participant who has completed at least five years of Credited Service and will be at (i) least age 55 as of June 30,1998 each participant whose age plus Credited Service in years and months as of June 30,1998 (ii) totals at least 75 (iii) each participant who is a member of a collective bargaining unit that has not bargained for the provisions of Part I each participant who is receiving long term disability benefits fkom one of the Gannett(iv) sponsored long term disability plans as of December 3 1, 1997 each participant employed at the Detroit Newspaper Partnership (formerly the Detroit (v) Newspaper Agency);including the Detroit Free Press and prior to its sale, The Detroit News, and each participant employed at TNI Partners or The Citizen (vi) each participant who terminated employment prior to January 1, 1998, and does not return to active employment (vii) each participant employed at Central Newspapers, Inc. as of January 1,2001 (see Part II(aa) Appendix B for employees who are covered by Part I effective January 1,2002) (viii) each participant employed at the Honolulu Advertiser or Hawaii Newspaper Agency. Parts I1 (a) and I1 (b) contain summaries of the general provisions of the Gannett Retirement Plan prior to January 1, 1998. Parts II(c) through II(ah) contain exceptions to the general provisions for participating affiliates who retained some or all prior plan provisions and for members of collective bargaining units. The combination of these parts constitutes a complete description of the Gannett Retirement Plan. The latest amendments reflected in these summaries became effective January 1, 1998. 1. The general outline in Part I applies to all properties and all participants except as noted above. 2. The general outline contained in Part I1 (a) applies to certain einployees (as noted above) of the following properties:

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Gannett Co., Inc. Retirement Plan Reference Name Gannett Property Gannett Co., Inc. Binghamton Press Co., Inc. Elmira Star Gazette, Inc. Ithaca Journal News, Inc. North Western Publishing Company The Courier News The Saratogian, Inc.(sold February 15, 1998) Utica Observer -Dispatch Inc. Guam The New Mexican -Santa Fe (sold) Westchester Rockland Newspapers, Inc. (excluding Journal-News Division) Nonunion Employees of The StatesmanJournal Company Cape Publications, Inc. Nonunion Employees of Niagara Falls Gazette Publishing Corporation (sold March 31, 1997) Pensacola News-Journal, Inc. Rockford Newspapers, Inc. The Sun Company (sold March 1999) The Times Herald Company Public Opinion (became part of Texas-New Mexico Partnership December 25,2005 with benefits frozen as of February 28,2006) News-Press Publishing Company The Fremont Messenger Company The Times Company (sold June 4,2001) Palladium Item Huntington Publishing Company News Printing Company (Sold November 19, 1997)

Westchester Rockland Salem Brevard Niagara

Pensacola Rockford San Bernardino Port Huron Chambersburg

Fort Myers Fremont/Port Clinton Marietta Richmond Huntington Tarentum

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Gannett Co., Inc. Retirement Plan Propertv Nonunion Employees of Speidel Newspapers, Inc. and certain Unions who adopted these provisions

Reference Name Speidel Chillicothe (sold July 1998) Fort Collins Poughkeepsie Reno Sioux Falls St. Cloud Visalia Federated Battle Creek Bellingham Boise Lafayette Lansing Marion Olympia Southern New Jersey (Cherry Hill)

Monroe Springfield Shreveport Salem County Burlington Muskogee Marin USA Today Jackson, Tn. USA Weekend Florida Offset Nashville Offset St. Thomas

Nonunion Employees of: Federated Publications, Inc. Battle Creek Enquirer Lafayette Journal & Courier Chronicle -Tribune The State Journal The Bellingham Herald (sold August 28, 2005) The 0lympian (Sold August 28,2005) The Idaho Statesman (sold August 28,2005) Southern New Jersey Newspapers, Inc. excluding participants formerly employed at Suburban Newspapers, the Courier-Post Pressmen, Paperhandlers and Mechanics News-Star-World Publishing Corporation Springfield Newspapers, Inc. The Times Publishing Company, Ltd. and Newspaper Production Company Salem County Sampler (sold in 1995) McClure Newspapers, Inc. -Burlington Division Oklahoma Press Publishing Company California Newspapers, Inc. (sold September 2000) USA Today Jackson Sun USA Weekend Florida Offset Nashville Offset The Virgin Islands Daily News (sold in 1997)

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Gannett Co., Inc. Retirement Plan Reference Name Boston Offset Nashville St. Louis Offset Atlanta Offset Green Bay Wausau Brevard Yellow Pages Binghamton Yellow Pages Springfield Offset Louisville Peekskill North Hills
3.

Property Boston Offset Newspaper Printing Corporation and Tennessean Newspapers, Inc. St. Louis Offset Atlanta Offset Green Bay Press-Gazette Wausau Daily Herald Brevard Yellow Pages (sold July 1996) Binghamton Yellow Pages (sold July 1996) Springfield Offset Courier-Journal and Louisville Times The Evening Star of Peekskill The North Hills News Record (sold November 19, 1997)

The general outline contained in Part II(b) applies to certain employees (as noted above) of the following properties: Reference Name Camden -Suburban Wilmington Property Former employees of The Suburban Newspaper Group Nonunion Employees of Wilmington News Journal Company and certain Unions who adopted the plan Nonunion Employees of Combined Communications, The Cincinnati Enquirer, and certain Unions who adopted the plan

CCC and Cincinnati Cincinnati Enquirer Seattle (KNUA) Phoenix (KPNX) Denver &*USA) Atlanta (WXIA) Minneapolis (KARE) -Nonunion Certain sold units as indicated in Appendix A of Part II(b)

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Gannett Co., Inc. Retirement Plan Property United Advertising Corporation: (sold October 1996) Gannett Outdoor Co. of Connecticut Gannett Outdoor Co., Inc. of New Jersey Lansdale Hattiesburg and Madison County Jackson, Ms. Austin (KVUE) Detroit -Newsroom Detroit Newspaper Partners Detroit Free Press Washington (W*USA) Vineland Palm Springs Times Graphics, Inc. and Atlantic County Weeklies The Desert Sun and Desert Sun Community Newspaper Group Newspaper Production Company and the Times (became part of Texas-New Mexico Partnership April 1,2003) Tucson Great Falls Little Rock Little Rock (KTHV) Tampa (WTSP-TV) Grand Rapids (WZZM-TV) Citizen Publishing Company and TNI Partners Nonunion Employees of Great Falls Tribune Arkansas Gazette Coinpany (sold in 1991) KTHV (Arkansas Television Company) WTSP-TV WZZM-TV Equitable Publishing Co., Inc. (sold September 2001) Hattiesburg American Publishing Company and Madison County Herald Mississippi Publishers Corporation of Jackson KWE-TV (sold May 3 1, 1999) The Detroit News (sold August 3,2005) Detroit Newspaper Partnership (formerly Detroit Newspaper Agency) Detroit Free Press

Reference Name United Advertising

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Gannett Co., Inc. Retirement Plan

Parts II(c) through II(ah) contain outlines that apply to certain employees (as noted above) for the following properties: Part II(c) Part II(d) Part II(e) Part II(f) part II(g) Part 1101) Part II(i) Part II(j) Part II(k) Part II(1) Part II(m) Part II(n) Part II(0) Part II(p) Collective bargaining units of the companies shown under reference name of Federated above Journal-News Division of Westchester Rockland Newspapers, Inc. Union Employees of The Statesman-Journal Company Courier-Post Pressmen and Paperhandlers (and Mechanics who terminated prior to January 3 1,1997) Bargaining Employees of Speidel Newspapers, Inc. Union Employees of Niagara Falls Gazette Publishing Corporation (sold March 3 1,1997)

KARE Retirement Plan for Television Technicians
WLVI Retirement Plan for Television Technicians (sold April 1994) El Paso Printing Pressmen and Stereotypers and Electrotypers Union No. 139 Des Moines Register and Tribune Pension Plan for Production Employees Retirement Plan for Employees of KTVY, Inc. (sold) KOLD-TV and WALA-TV Employees' Pension Plan (sold) Union Employees of Wilmington News Journal Company Arkansas Gazette Company Pension Plan for Union Employees (sold) Great Falls Tribune Retirement Plan for Union Employees

Part II(r) Part II(s) Part II(t) Part II(u) Part II(v)

Union Employees of Courier-Journal and Louisville Times Shreveport Times and Newspaper Production Company The Detroit News-Newspaper Guild (frozen) Multimedia, Inc. [for a complete list of properties, see Part II(u)l Army Times

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Gannett Co., Inc. Retirement Plan Part II(w) Part II(x) part IVY) Part II(z) Part II(aa) Part II(ab) Part II(ac) Part II(ad) Part II(ae) Part II(af) Part II(ag) Asbury Park Press and Home News Tribune (participants who terminated employment prior to January 1, 1998) Hourly-Rate Employees of Multimedia Entertainment, Inc. Pension Plan for Multimedia KSDK, Inc. Employees Pension Plan for Thomson Newspapers Pension Plan for Central Newspapers, Inc. Pension plan for Non-Bargaining Unit Employees of Honolulu Star-Bulletin Pension Plan for Bargaining Unit Employees of Honolulu StarBulletin Pension Plan for Bargaining Unit Employees of Hawaii Newspaper Agency Pension Plan for Bargaining Unit Employees of Honolulu Advertiser Pension Plan for Non-Bargaining Unit Employees of Hawaii Newspaper Agency Observer & Eccentric Newspapers, Inc. for Employee Members of Local 22 (HomeTown CommunicationsNetwork, Inc.) Suburban Communications Corporation Employee Pension Plan (HomeTown Communications Network, Inc.)

Part II(ah)

4.

A11 Properties: Retiree Increase Effective January 1, 1981: An increase in retirement benefits was effective January 1, 1981 for retirees and beneficiaries who received their first payment on or before January 1, 1978. Benefits were increased 5% plus twotwelfths of 1% for each month retirement preceded January 1, 1978, up to a maximum of 15%. All increases were subject to a minimum of $20.00 per month and a maximum of $150.00 per month.

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PART I GANNETT CO.. INC. RETIREMENT PLAN PLAN PROVISIONS 1. Effective Date: Amended and restated effective January 1, 1998. Effective dates prior to January 1,.1998 are included in Part 11. Employees of properties below become eligible on the later of January 1, 1998 or the date shown. Dates shown below indicate the date the formula under this plan becomes effective. Reference Name Nursing Spectrum Kingman (KMOH-TV) Flagstaff (KNAZ-TV) Minneapolis Offset (Printed Media Companies) Buffalo (WGRZ-TV) Army Times Publishing Asbury Park Press Portland (WCSH-TV) Bangor (WLBZ-TV) TCI Cable (Kansas) Daily Record (Mon-istown) Times Beacon Newspaper (Manahawkin) Ocean County Observer (Toms River) Sacramento/Stockton/Modesto (KXTV-TV) Tucker Communications, Inc. Columbia (WLTX-TV) East Valley Newspapers Opelousas Daily World Thomson Newspapers [for a complete list of properties, see Part II(z)] Anned Forces Action Advertising (Fond du Lac) Prairie Publications January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1999 January 1,1999 January 1,1999 June 1,1999 January 1,2000 January 1,2000 January 1,2000 January 1,2001 January 1,2001 January 1,2003 January 1,2003 January 1,2003

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Gannett Co., Inc. Retirement Plan Consumer Press Pioneer Shopper FisherITopics Nursing Spectrum (Nurseweek) Texas-New Mexico Newspapers Partnership Corporate Infinet Murfi-eesboro Franklin City Publications/Nashville Lifestyles Mid York Weekly Tallahassee Democrat The following have been sold/shutdown: Multimedia Cable Illinois on January 3 1,2001 Multimedia Cablevision -Oklahoma on January 3 1,2001 Multimedia Cablevision Air Capital on January 1, 2001 Music City News, Multimedia Cablevision on January 3 1,2000 CNI Vincennes during 2002 Gannett Telemarketing on December 3 1,2003 Gainesville (The Times) on February 26,2004 Telematch was shutdown in 2004. Bellingham Herald was sold August 28,2005 Boise Idaho Statesman was sold August 28,2005 The Olympian was sold August 28,2005 January 1,2003 January 1,2003 January 1,2003 February 1,2003 April 1,2003 July 1,2003 February 1,2004 February 1,2004 June 1,2004 October 1,2004 September 1,2005

PART I (continued)

Accruals for covered employees at these properties listed above cease on the sale or shutdown date. For vested participants, benefits accrued to the date of sale become payable under the terms of the plan applicable to vested terminated employees or deferred early retirees, if retirement eligible on the date of sale. Benefits for employees of the Texas-New Mexico Newspaper Partnership, El Paso and Chambersburg are frozen as of February 28,2006, and such employees shall not earn any additional benefits after such date.

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

PART I (continued)

June 19, 1996 for Iowa City Press and Composing June 25, 1998 for Battle Creek Union August 1998 for Des Moines Composing and Electricians September 28,1998 for Salem Union March 1999 for The Graphic Communications International Union at Boise April 2000 for The Newspaper Guild of Greater Philadelphia at the Wilmington NewsJournal July 1,2002 for Fond du Lac (Winnebago Union) 2. Eli~bilitv Participation: Effective July 27, 1999, for all employees hired after July 27, 1999 for (the date of adoption), the January 1 or July 1 following attainment of age 21 and completion of one year of service. An employee who is covered under a collective bargaining agreement becomes a participant only if the agreement provides for participation. Unions at the following units have an agreement for participation in this plan: Port Huron Rochester Louisville Atlanta (WXIA) Washington (W*USA)

(a)

Computation Period: The 12-month period beginning on the first day on which an hour of service is completed and each anniversary thereof. For part-time employees hired before January 1,1976 and after January 1, 1998, the computation period is the calendar year. Credited Service*: (For benefit accrual) For the following units, no Credited Service is considered prior to the date shown: Nursing Spectrum Kingman (KMOH-TV) Flagstaff (KNAZ-TV) Minneapolis Offset (Printed Media Companies) Buffalo (WGRZ-TV) Portland (WCSH-TV) Bangor (WLBZ-TV) Asbury Park Press Daily Record (Morristown) Times Beacon Newspaper (Manahawkin) Ocean County Observer (Toms River) Sacramento/Stockton/Modesto(KXTV-TV) Columbia (WLTX-TV) East Valley Newspapers Tucker Cornrnunications, Inc. Thomson Newspapers January 1,1995 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1998 January 1,1999 January 1,1999 January 1,1999 June 1,1999 January 1,2000 January 1,2000 January 1,2000 August 1,2000

(b)

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

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Gannett Co., Inc. Retirement Plan Opelousas Daily World Consumer Press (Great Falls) Pioneer Shoppers St. George Weekly) Action Advertising (Fond du Lac) Armed Forces (Springfield Offset) Prairie Publications (Sioux Falls Weekly) Nursing Spectrum (Nurseweek) Texas-New Mexico Newspapers Partnership (applies to former employees of MediaNews Group, Inc. only) Corporate Infinet Murfieesboro Franklin City Publications/NashvilleLifestyles Mid York Weekly Tallahassee Democrat ConXion (Rochester) (i) October 1,2000 February 1,2002 February 1,2002 August 1,2002 October 1,2002 October 1,2002 February 1,2003 April 1,2003

PART I (continued)

July 1,2003 February 1,2004 February 1,2004 June 1,2004 September 1,2004 September 1,2005 October 1,2005

(ii)

(iii) (c)

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 fiom 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. For units participating prior to January 1, 1998, Credited Service limits and special Credited Service definitions for employment prior to 1998 are shown in Part 11.

Service*: (For eligibility and vesting) (i) 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

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

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Gannett Co., Inc. Retirement Plan

PART I (continued) 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.

(ii)

For units participating prior to January 1, 1998, special Service definitions for employment prior to 1998 are shown in Part 11.

(d) Accrued Benefit: (i) divided by (ii), times (iii): (i) (ii) (iii) (e) The benefit described in 4(b) based on potential Credited Service at Normal Retirement Age and Final Average Earnings as of determination date. The Actuarial Equivalent single life annuity factor at Normal Retirement Age. The ratio of actual Credited Service as of determination date to potential Credited Service at Normal Retirement Age, with a maximum of one.

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 for the year in which earned, even though paid in the following year. 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. For participants of Nursing Spectrum, no earnings are included prior to January 1, 1995.

(g)

Basic Percentage: (i) Based on participant's total years of Credited Service, including years prior to January 1,1998* First 10 years of Credited Service Second 10 years of Credited Service Years of Credited Service in excess of 20 Basic Percentage earned for each year of Credited Service after December 31,1997** 5%

For Multimedia participants who first became eligible to participate on January 1, 1998, the Basic Percentage is based on service from date of hire. (ii) For a Participant who is hired on or after January 1,2003 (including fonner MediaNews Group, Inc. employees who became participants in this plan as the result of the formation of the Texas-New Mexico Newspapers Partnership), Basic

*

**

For Sacramento (KXTV), service prior to the effective date is included. For Nursing Spectrum, service prior to the effective date is included, but no earlier than January 1, 1995. For Sacramento (KXTV), no credited service is considered prior to the effective date.

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Gannett Co., Inc. Retirement Plan

PART I (continued) Percentage means the sum of the Percentages a Participant earns for each year, or partial year, of Credited Service earned after January 1,2003. The Basic Percentage a Participant earns for any one year of Credited Service eamed after January 1,2003 is based on the Participant's age and the total years of Credited Service a Participant has earned under the Plan as of such year pursuant to the following table: If the sum of the Participant's Age and Credited Service is . . . Less than 45 Greater than or equal to 45 but less than 55 Greater than or equal to 55 but less than 65 Greater than or equal to 65 but less than 75 Greater than or equal to 75 but less than 85 Greater than or equal to 85 Basic Percentage earned for each year of Credited Service after January 1,2003 1% 2% 5%

In lieu of the preceding table, the following table shall apply for Credited Service earned after the date that a Participant has attained age 50 and eamed at least 20 years of Credited Service: If the sum of the Participant's Age and Credited Service is . . . Greater than or equal to 70 but less than 75 Greater than or equal to 75 but less than 85 Greater than or equal to 85 Basic Percentage earned for each year of Credited Service after January 1,2003***
9%

11% 13%

For purposes of applying the above table, the sum of a Participant's age and Credited Service is calculated by rounding down the Participant's age and Credited Service to their nearest completed months and adding such results together. In addition to Participants hired after January 1,2003, the above table shall be used to calculate the Basic Percentage earned by a Participant who is rehired after January 1,2003 with respect to Credited Service earned after his rehire date and after January 1,2003. This provision only impacts rehires who were previously accruing benefits under the Pension Equity Provisions.
(h) Total Basic Percentage: The sum of Basic Percentages earned for each year or partial year of Credited Service after December 3 1, 1997. The Basic Percentage is prorated for partial years of Credited Service.

***

For Corporate Infinet and Nursing Spectrum (Nurseweek), service prior to the effective date is included.

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Gannett Co., Inc. Retirement Plan (i) Starting Percentage: (i) divided by (ii) (i)

PART I (continued)

Present value of the accrued benefit as of December 3 1, 1997 payable at Norrnal Retirement Age (age 60 for Wilmington Union) under the plan as described in Part I1 based on 5% interest and 1983 GAM Unisex Mortality. Plus, for certain employees involved in an Iowa City decertification, employee contributions with interest as of December 3 1, 1997. For Asbury Park participants, the Account Balance described in Part II(w)(3)(g) as of December 3 1, 1997, plus the actuarial present value of the Grandfathered Benefit described in Part II(w)(3)(i) as of December 31, 1997 based on 5% interest and 1983 GAM Unisex Mortality. The accrued benefit is net of all Prior Plan Offsets, but calculated prior to any offset for: - benefits accrued under a union plan - benefits under a prior Knight-Ridder plan described in (3)(n)(iii) - benefits attributable to employee contributions - the Southern New Jersey profit-sharing plan.

(ii)

Final Average Earnings as of December 3 1, 1997. For CNI participants, the starting percentage is as described in Part I1 (aa) Appendix B.

(j)

Transition Percentage: (i) Eligibility: Attainment of age 50 or attainment of age 45 with 10 years of Service as of June 30, 1998 and an active participant in this plan, or the Army Times Pension Plan as of December 3 1, 1997. Participants at Asbury Park Press do not receive transition percentage. Percentage: 0.8% times years of Credited Service as of December 3 1, 1997 accrues for each Plan Year beginning January 1,1998 and ending December 3 1, 2002 during which the participant earns at least 1,000 hours of Service (maximum 4% times years of Credited Service as of December 3 1,1997). Upon attainment of age 55 and completion of 5 Years of Service while in active employment, the maximum transition percentage is credited.

(ii)

(k)

Supplemental Percentage: Based on participant's total years of Credited Service, including years prior to January 1,1998 First 10 years of Credited Service Years of Credited Service in excess of 10 Supplemental Percentage earned for each year of Credited Service after December 3 1, 1997 2% 3%

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Gannett Co., Inc. Retirement Plan

PART I (continued)

For Multimedia participants who first became eligible to participate on January 1, 1998, the Supplemental Percentage is based on service from date of hire. Participants hired or rehired on or after January 1,2003 shall earn no Supplemental percentage for Credited Service earned after the date they are hired or rehired. (1) Total Supplemental Percentage: The sum of Supplemental Percentages earned for each year or partial year of Credited Service after December 3 1, 1997. The Supplemental Percentage is prorated for partial years of Credited Service.

(m) Social Security Wage Base: Social Security Wage Base as of the earlier of year of termination, retirement, or year participant attains Social Security Normal Retirement Age. (n) 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 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. Conversions fi-om annuities to lump sums are based on the definition of Actuarial Equivalence below. For prior defined contribution plans, the participant's account balance at the earlier of termination or withdrawal is: A. If the applicable date is prior to January 1, 1998, converted to a deferred full cash-refund annuity payable at age 65 based on the PBGC rates in effect at the applicable date for plan terminations, or If the applicable date is on or after January 1, 1998, applied as an offset to the participant's lump sum value.

(ii)

B.

If (A) is applicable, the offset is applied to the accrued benefit as of December 3 1, 1997, and the Starting Percentage is adjusted to reflect the offset. If (B) is applicable, the participant's Total Basic Percentage is reduced by the ratio of the defined contribution account balance to the participant's Final Average Earnings on the applicable date. (iii) For any employee who participates 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 or Corporate is applied as an offset as described in (i) above.

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Gannett Co., Inc. Retirement Plan (0)

PART I (continued)

Actuarial Equivalence: For purposes of converting an annuity into a lump sum value and for converting a pension equity value into a single life annuity or any other form of payment, 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 (1983 GAM Unisex Mortality Table Prior to January 1,2003). Benefits are assumed payable at the later of normal or actual retirement age unless the participant retires early from active employment and receives an immediate annuity or if an immediate annuity is payable to a beneficiary. Participating Affiliates: Effective January 1, 1976: Binehamton Press Co.. Inc. ~o&ier-~ews Co. Elmira Star Gazette, Inc. Gannett Newspaper Advertising Sales, Inc. Gannett News Service Gannett Supply Corp. Guam Publications, Inc. Ithaca Journal-News, Inc. Northwestern Publishing Co. The New Mexican, Inc. The Saratogian, Inc. Utica Observer-Dispatch, Inc. Effective December 3 1, 1977: Cape Publications, Inc. Fairpress, Inc. Federated Publications, Inc. Huntington Publishing Co. McClure Newspapers, Inc. -Chambersburg Division News Printing Co. News Press Publishing Company Niagara Falls Gazette Publishing Company Palladium Publishing Corp. Pensacola News-Journal, Inc. Rockford Newspapers, Inc. Southern N.J. Newspapers, Inc. Speidel Newspapers, Inc. Springfield Newspapers, Inc. The Fremont Messenger Co. The News-Journal Company The Statesman Journal Co. The Suburban Newspaper Group The Sun Co., of San Bernardino The Times Co. The Times Herald Co. The Times Publishing Company, Limited Westchester Rockland Newspaper, Inc.

(p)

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Gannett Co., Inc. Retirement Plan

PART I (continued)

Effective July 1, 1979: Combined Communications Corporation The Cincinnati Enquirer, Inc. Oakland Tribune, Inc. Effective January 1, 1980: Coffeyville Publishing Company, Inc. Effective February 1, 1980: Gateway Productions, Inc. Effective Januarv 1, 1982: California Newspapers, Inc. McClure Newspapers, Inc. -Burlington Division Oklahoma Press Publishing Company Sturgis Journal, Inc. The Bulletin Company Roy N. Lotspeich Publishing Company, Inc. Effective January 1, 1983: Mississippi Publishers Corporation Mississippi Publishers Corporation-Hattiesburg Division USA Today Effective January 1. 1984: Southland Publishing Company, inc. El Paso Pressmen Tel-Sel Effective June 28, 1985: Des Moines Register and Tribune Effective January 1, 1986: El Paso Times Newspaper Production Company The Evening News Association WUSA-TV (formerly WDVM-TV), a division of the Evening News Association The Desert Sun Publishing Co. Times Graphics, Inc. KOLD-TV, a division of Universal Communications Corporation WALA-TV, a division of Universal Coinrnunications Corporation KTVY, Inc. Effective July 1, 1986: The St. Thomas Daily News

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Gannett Co., Inc. Retirement Plan Effective Januarv 1, 1987: The Arkansas Gazette The Tennessean Effective Februarv 1, 1988: WFMY-TV Greensboro WTLV-TV Jacksonville Effective January 1, 1989: The Green Bay Press-Gazette The Wausau Daily-Herald Effective January 1, 1990: Citizen Publishing Company Effective April 1, 1990: Great Falls Tribune Effective September 7. 1990: Palm Springs Weeklies Effective January 1, 1991: TNI Partners Effective September 1, 1991: Springfield Offset Effective January 1, 1992: Courier-Journal and Louisville Times Effective May 1, 1992: North Hills News Record Effective January 1, 1993: Shreveport Times and Newspaper Production Company Effective June 1, 1995: Arkansas Television Company

PART I (continued)

Effective April 1, 1996: Tampa (WTSP-TV) Multimedia, Inc. and any company, which prior to the acquisition of Multimedia, Inc. by Gannett Co.. Inc. was affiliated with Multimedia, Inc. and which had adopted the Retirement plan for Multimedia, Inc. and ~ffiliated Employers Effective December 9, 1996: Tampa (WTSP-TV)

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Gannett Co., Inc. Retirement Plan Effective February 1, 1997: Grand Rapids (WZZM-TV) Effective January 1, 1998: Kinrrman (KMOH-TV) ~la&taff ('KNAz-TV) ' Minneapolis Offset (Printed Media Companies) Buffalo (WGRZ-TV) Army Times Publishing Co., Inc. Asbury Park Press and Home News Tribune Nursing Spectrum Portland (WCSH-TV) Bangor (WLBZ-TV) Effective June 1, 1999: Sacramento/Stockton/Modesto (KXTV-TV) Effective January 1, 1999: Daily Record (Morristown) Times Beacon Newspapers (Manahawkin) Ocean County Observer (Toms River) Effective January 1,2000: Columbia (WLTX-TV) East Valley Newspapers Tucker Communications, Inc. Effective January 1,2001: Central Newspapers, Inc. Opelousas Daily News Thomson Newspapers Effective April 1, 200 1: Honolulu Star-Bulletin Hawaii Newspaper Agency Honolulu Agency Effective April 1,2003: Texas-New Mexico Newspapers Partnership Effective July 1,2003: Corporate Infinet Effective February 1,2003 : Nursing Spectrum (Nurseweek) Effective February 1.2004: Murfreesboro Franklin

PART I (continued)

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Gannett Co., Inc. Retirement Plan Effective June 1,2004: City Publications/Nashville Lifestyles Effective October 1,2004: Mid York Weekly Effective August 3,2005: Tallahassee Democrat

PART I (continued)

I
I

4.

Basic Pension Benefits: (a) Elinibilitv: 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: A lump sum benefit equal to [(i) + (ii) - (iii)], minimum (iv), (v) and (vi) (i) (A) multiplied by (B) below: (A) Total Basic Percentage plus Starting Percentage plus Transition Percentage (B) Final Average Earnings. (ii) (iii) (iv) Total Supplemental Percentage multiplied by Final Average Earnings in excess of the Social Security Wage Base. For Southern New Jersey, the profit sharing balance at termination. For participants in the plan prior to January 1, 1998, the Actuarial Equivalent lump sum value of the accrued benefit as of December 3 1,1997, including any early retirement subsidies. Actuarial Equivalent of the accrued benefit. For Army Times participants, the lump sum actuarial equivalent value as of December 3 1, 1996 of the accrued benefit on that date with actuarial equivalence based on the PBGC rates in effect for plan terminations during 1996, the UP84 mortality table and an assumed retirement age of 62.

(b)

I

(v) (vi)

5.

Basic Vested Benefits: (a) 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.

(b) Prospective Benefit: Benefit described in 4(b) above based on service at termination, payable immediately in the form of a lump sum or Actuarial Equivalent immediate annuity. Only a single life annuity or a 100% Contingent Annuity is available. No additional interest or accruals are credited after termination.

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Gannett Co., Inc. Retirement Plan

PART I (continued)

-I
i

6.

Basic Early Retirement Benefits: (a)
(b)

Elirribilitv: The first day of any month on or after both attainment of age 55 and completion of five years of Service. Prospective Benefit: Benefit described in 4(b) above based on service at retirement, payable immediately in the form of a lump sum or actuarial equivalent immediate annuity. No additional interest or accruals are credited after retirement.

7.

Disability Benefits: (a) Effective January 1, 1980, certain employees who become permanently disabled have disability benefits payable fiom 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 fkom the Gannett Long-Term Disability Plan.

(b)

8.

Preretirement Death Benefits: (a) Eligbilitv: For active employees, vested terminations 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. Prospective Benefit: The benefit that would have been payable had the participant terminated on the first of the month following or coincident with the date of death. Eligible spouses may elect to receive a lump sum distribution or an actuarial equivalent single life annuity. 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 Norwich) with interest over the total payments received by the spouse, if any. Louisville Preretirement Death Benefit: See Item 8(e) of Part II(a) for special death benefit provisions applicable to active participants at Louisville as of December 3 1, 1988.

(b)

(c)

(d) 9.

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.

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1

Gannett Co., Inc. Retirement Plan

PART I (continued)

For participants at El Paso on December 3 1, 1988 who die after retirement fiom active employment, and do not elect a lump sum payment of their retirement benefit, see item 9(b) of Part II(b).

I

10. Basic Postponed Retirement Benefits: (a) Eligibility: 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 Social Security Wage Base frozen as of the participant's Social Security Normal Retirement Age. Reductions attributable to the Annuity Equivalents of account balances fiom defined contribution plans and not reflected in the Starting Percentage, are determined at actual retirement age. Reductions attributable to other defined benefit plans, and not reflected in the Starting Percentages, are frozen at the age 65 levels.

(c)

For special provisions regarding participants born before July 1, 1928 and who attained age 70% after 1987, and 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).

11.
I

Employee Contributions: (a)
(b)

Currently, no contributions are required of employees. 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 Tarenturn Richmond Huntington Speidel Federated Nonvich Louisville

I

All employee contributions and earnings thereon are fully vested. For San Bernardino, employee contributions include the prior profit-sharing balance.

1

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Gannett Co., Inc. Retirement Plan

PART I (continued)

(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 the average 30-year Treasury rates in effect during November of the immediately prior year. Upon withdrawal of employee contributions and interest thereon, the employee's lump sum benefit is reduced by the withdrawn amount if withdrawn on or after January 1,1998. For withdrawals prior to January 1,1998, the accrued benefit as of December 3 1,1997 is reduced by the benefit described in item (1l)(d) of Part II(a), and the Starting Percentage is recalculated.

(d)

12.

Normal and Optional Forms of Benefits: Benefits described above are lump sum amounts. The normal form for single participants is an Actuarial Equivalent single life annuity. The normal form for married employees is an Actuarial Equivalent 100% contingent annuity with the spouse as the beneficiary. All employees who retire on or after their early retirement date may elect any of the following optional forms of benefits: (a) Life annuity. 50%, 66 2/3%, 75% or 100% contingent annuitant options. 10-year certain and continuous annuity. Lump sum distribution.

(b)
(c) (d) 13. 14. 15.

Small Lump Sum Distributions: If the lump sum benefit is less than $1,000, the benefit will be paid in a lump sum ($5,000 prior to March 28,2005). Minimum Distribution Requirements: See item (14) of Part II(a). 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. Transfers to Corporate Payroll: 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 profit sharing plan account balances.

16.

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Gannett Co., Inc. Retirement Plan

PART I (continued)

17. Transfers from Nonparticipating Unions to Participating Status: Starting Percentages calculated as of December 3 1, 1997 reflect these provisions where applicable, except for offsets due to prior union benefits. The total lump sum benefit is offset by the lump sum value of the prior union benefit using 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 prior to January 1,2003). 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: Starting Percentages calculated as of December 3 1, 1997 reflect these provisions where applicable, except for offsets due to prior union benefits. 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. The benefit attributable to credited service under the participating union formula, if different from the benefits described in this Part I, will be converted to a Starting Percentage based on the definition of Actuarial Equivalence in item 3(0) as of date of transfer. If the participant was actively employed on or before December 3 1, 1997, and meets requirement (i) or (ii) of the Introduction, benefits are calculated under the applicable provisions of Part 11. 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. Service with a Nonparticipating Affiliate: In general, Service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. 20. Rehired Employees: (a) Employees whose age as of June 30, 1998 plus Service at termination is at least 75, or who were retirement eligible at tennination, are covered under the applicable provisions in Part 11. For other employees who terminated prior to December 3 1,1997 and are subsequently rehired after January 1, 1998, the present value of the accrued benefit for the Starting Percentage is determined using the accrued benefit as of the prior termination date, age at rehire, an assumed retirement age of 65, average 30-year Treasury rates in effect during November of the year immediately prior to the date of reemployment and the 1994 GAR Unisex Mortality Table (1983 GAM Unisex Mortality Table prior to January 1,2003). The Starting Percentage is the ratio of this present value to the Final Average Earnings used to calculate the accrued benefit at the prior date of tennination.

(b)

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Gannett Co., Inc. Retirement Plan
21.

PART I (continued)

Transfers fkom Pension Equity to Non-Pension Equity: The lump sum benefit as of date of transfer plus the annuity benefit accrued fiom date of transfer through termination.

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PART I Appendix A GANNETT CO.. INC. RETIREMENT PLAN PLAN PROVISIONS This appendix contains special provisions for employees of the Texas-New Mexico Newspapers Partnership, El Paso and Chambersburg who were active plan participants accruing benefits under Part I of this document as of February 28,2006. Benefits for these employees are fi-ozen as of February 28, 2006 and such employees shall not earn any additional benefits after such date. 1. Applicable Interest Rate: The interest rate prescribed by the Secretary of the Treasury under IRC Section 417(e)(3) for the month of November of the Plan Year immediately preceding the first day of the applicable Plan Year. 2. Applicable Mortality: The mortality table prescribed in Rev. Rul. 2001-62 or any successor table prescribed by the Commissioner of Internal Revenue in revenue rulings, notices or other published guidance. 3. Service: Service continues to accrue after February 28,2006 for hours of service with the TexasNew Mexico Newspapers Partnership or Gannett Co., Inc. for purposes of calculating whether a participant has vested in hisiher benefit.

4. Credited Service: Credited Service is frozen as of February 28,2006.
5. Final Average Earnings: Final Average Earnings is frozen as of February 28,2006

6. Initial Account Balance: A lump sum benefit equal to [(i) + (ii)] (i) multiplied by (b) below: (a) Total Basic Percentage plus Starting Percentage plus Transition Percentage, all as of February 28,2006 (b) Final Average Earnings as of February 28,2006. (ii) Total Supplemental Percentage multiplied by Final Average Earnings in excess of the Social Security Wage Base, all as of February 28,2006. The Initial Account Balance is calculated as of February 28,2006.

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SI-27 Gannett Co., Inc. Retirement Plan PART I Appendix A (continued)

2. Accrued Benefit: The greatest of (i), (ii) or (iii): (i) (ii) The Accrued Benefit calculated under Part I as of February 28,2006 without regard to this Appendix A. The Initial Account Balance projected to Normal Retirement Date with the lesser of 3% and the Applicable Interest Rate converted to an annuity at Normal Retirement Age using the Applicable Interest Rate and Applicable Mortality assumption. The Accrued Benefit as of December 3 1, 1997.

(iii)

3. Interest Credits: Interest Credits shall be added to a Participant's Account Balance as of the earlier of (a) the last day of each Plan Year or (b) the date the Participant commences benefit payments. The Interest Credits added to a Participant's Account Balance shall be determined by multiplying the Account Balance as of the first day of the Plan Year, but no earlier than the February 28,2006, by the lesser of an annual rate of 3% or the Applicable Interest Rate; provided, however, that, any such amount shall be proportionately reduced if the Interest Credit is added to a Participant's Account Balance prior to the last day of the Plan Year.

4. Prospective Benefits: The prospective benefit payable as a lump sum is equal to the greater of the following:
(i) (ii) (iii) The Initial Account Balance with Interest Credits to the date the participant commences benefits. The lump sum Actuarial Equivalent of the Accrued Benefit calculated under Part I as of February 28,2006 without regard to this Appendix A. The lump sum Actuarial Equivalent of the Accrued Benefit as of December 3 1,1997, including any early retirement subsidies to which the participant is entitled at commencement.

5. Normal and Optional Forms of Benefits: Prospective Benefits described above are lump sum amounts. The normal form for single participants is an Actuarial Equivalent single life annuity. The normal form for married employees is an Actuarial Equivalent 100% contingent annuity with the spouse as the beneficiary.

All employees who retire on or after their early retirement date may elect any of the following optional forms of benefits: (i) (ii) (iii) (iv) Life annuity. 50%, 66 2/3%, 75% or 100% contingent annuitant options. 10-year certain and continuous annuity. Lump sum distribution (also available prior to early retirement date)

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SI-29 PART II(a) GANNETT CO., INC. RETIREMENT PLAN PLAN PROVISIONS 1. Effective Date: Amended and restated effective January 1, 1998. Prior to the January 1, 1978 merger, the prior plans of the properties included in this Part II(a) were last restated effective January 1, 1976. Later dates indicate the date the formula under this plan became effective. Reference Name San Bernardino (sold March 1999) Chambersburg Fort Myers FremontIPort Clinton Marietta (sold June 4,2001) Richmond Santa Fe Tarenturn (sold November 19, 1997) Speidel Federated Southern New Jersey (Cherry Hill) Monroe Springfield Shreveport Burlington Muskogee July 1, 1976 October 1, 1976 July 1, 1976 May 1,1976 December 1,1976 January 1,1977 January 1,1977 January 1,1978 January 1,1978 January 1,1978* January 1,1978 January 1,1980 July 1, 1980 September 1, 1977 January 1,1982 January 1,1982

*

Actual date is January 1, 1976, with changes for nonunion employees effective January 1, 1978.

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Gannett Co., Inc. Retirement Plan Salem County (sold 1995) September 1, 1981 January 1,1982 January 1,1983 January 1,1984 May 1,1984 April 1,1985 July 1, 1985 July 1, 1985 January 1,1986 July 1,1986 May 1,1987 January 1,1989 January 1,1989 December 1, 1989 September 1, 1991 January 1,1992" May 1,1992 April 24,1993

PART II(a) (continued)

1I

Marin (sold September 2000) USA Today Gainesville Nonvich USA Weekend Des Moines -Office Jackson, Tn. Peekskill St. Thomas (sold 1997) Nashville Green Bay Wausau

I

Rockford (magazine) Springfield Offset Louisville North Hills (sold November 19, 1997) Tulare

*

The Courier-Journal and Louisville Times Retirement Plan was merged into this plan effective January 1, 1992. Provisions described in Part II(a) are effective from original date of hire.