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

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PLAN

Restated as of January 1, 1998 Amendment No. 1 Effective July 27, 1999, Garnett Co., Inc. hereby amends the Gannett Retirement Plan, Restated

as of ~anuary 1998, (the "Plan") as follows: 1,
- Section 2.13 of the Plan is amended by replacing such Section in its entirety with the following:
1.

putation Period" means, for purposes of calculating eligibility to participate pursuant to Section 3.01(e), the first twelve-month period starting with the date of the Employee's first Hour of Service, and subsequent cderidar years begii-zing with the calendar year following the calendar year that includes the Employee's first Hour of Service. For purposes of calculating the vesting and Credited Service of an Employee whose s e ~ c is calculated pursuant to the elapsed time method, e "Computation Period" means the twelve-month period beginning on the first day on which the Employee completes an Hour of Service and successive twelvemonth periods beginning on each anniversary thereof For purposes of calculating the vesting and Credited Service of an Employee whose service is not calculated pursuant to the elapsed time method, "Computation Period" means the calendar year beginning with the calendar year that includes the Employee's first Hour of Service and subsequent calendar years. However, for purposes of calculating the vesting Senice of an Employee whose service is not calculated pursuant to the elapsed time method and whose first hour of service is credited before January 1, 1998, "Computation Period" means the twelve-month period beginning on the first day on which the Employee completes an Hour of Service and successive twelvemonth periods beginning on each anniversary thereof 2. Section 2.27 of the Plan is amended by replacing such Section in its entirety with the following: 2.27
- '

ct

.

"Normal Retirement Age" meqs generally the later of (i) age 65 or (ii) the 5th anniversary of the time the Participant commenced participation in the Plan. For Participants hired prior to June 1, 1991, Normal Retirement Age is 65.

'3. Section 3.0 1 of the Plan is amended by adding the following new subdivision (e) to the end of such Section, as follows:

(e)

For Employees whose &st hour of Service is credited on or after the date Amendment No. 1 to the Gannett Retirement Plan is adopted, an Employee will not commence participation in this Plan until the January lSor July 1 following ' the later of the date the Employee attains age 21 or completes one year of Service during the Employee's Computation Period.

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Section 4.02 of the Plan is amended by adding the following new subdivision (d) to the end of such Section, as follows:
4.

(d)

After an Employee becomes a Participant, such Participant w l be given credit for i l the Credited Service that he would have earned but for the eligibility restrictions set forth at Section 3.01(e).

Article V I of the Plan is amended by adding the following new Section 6.15 to the 5. end of such Article, to provide as follows: 6.15 Ben& Calc-. The following special rules shall be used to calculate the benefit of a Participant who is a pilot of the Company's airplanes, whose benefit is calculated under this Article V I and who retires and commences benefits before attaining age 65. If such a Participant retires and commences benefits on or before attaining age 60, the amount of his benefit will be calculated under this Article VI under the assumption that the Participant's Normal Retirement Age is age 60. If such a Participant retires and commences benefits after age 60 but before age 65, his benefit will be calculated as the sum of (i) the benefit he accrued after age 60 with such benefit calculated based on the Participant's Normal Retirement Age being age 65, plus (ii) the benefit the Participant had accrued at age 60 under the assumption that the Participant's Normal Retirement Age is age 60.

Section 13.01 of the Plan is amended by replacing such Section in its 6. entirety with the following:
13.O1 R i ~ hto Amend, The Board, or a committee of the Board acting on its behalf, t

reserves the right at any time and from time to time, subject to the limitations hereinafter provided, to amend in whole or in part any or all provisions of the Plan. Each amendment to the Plan will be in writing and will become effective on the date specified therein.

~ & e :Richard L. Clapp Title: Senior Vice President/ Human Resources

''

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. 2

Effective January 1,2000, Gannett Co., Jnc. hereby amends the Gannett Retirement Plan, Restated as of January 1, 1998, (the "Plan") as follows: Section 13.01 of the Plan is amended by replacing such Section in its entirety 1. with the following: 13.01 The Board, or a committee of the Board acting on its behalf, reserves the right, at any time and from time to time, subject to the limitations hereinafter provided, to amend in whole or in part any or all provisions of the Plan. Each amendment of the Plan will be in writing, and will become effective on the date specified therein. The Board delegates the following amendment and related powers to the Committee: The Committee is authorized to amend the Plan by adding or eliminating I. Affiliated Companies (or divisions or units of an Affiliated Company) to or from the Plan: The Committee is authorized to amend the appendices to the Plan that set forth 2. the benefit provisions applicable to such Affiliated Companies (or divisions or units of an Affiliated Company); and The Committee is authorized to merge another qualified retirement plan into 3. the Plan, transfer a portion of the assets of the Plan to another qualified retirement plan and amend the appendices to the Plan to reflect such transactions.

GANNETT CO., INC.

By:
Name: Richard L. Clapp -. Title: Senior Vice President1 Human Resources

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. 3

Effective October 31,2001, Gannett Co., h c . hereby amends the Gannett Retirement Plan, restated as of January 1, 1998, (the "Plan") as follows: Section 13.01 of the Plan is amended by replacing such Section in its entirety with I. the following:
13.01 The Board, or a committee of the Board acting on its behalf, reserves the right, at any time and fiom time to time, subject to the limitations hereinafter provided, to amend in whole or in part any or all provisions of the Plan. Each amendment of the Plan will be in writing, and will become effective on the date specified therein. The Board delegates the following amendment and related powers to the Committee:

The Committee is authorized to amend the Plan by adding or eliminating 1. Affiliated Companies (or divisions or units of an Affiliated Company) to or from the Plan; The Committee is authorized to amend the appendices to the Plan that set 2. forth the benefit provisions applicable to such Affiliated Companies (or divisions or units of an Affiliated Company); The Committee is authorized to merge another qualified retirement plan 3. into the Plan, transfer a portion of the assets of the Plan to another qualified retirement plan and amend the appendices to the Plan to reflect such transactions; and 4. The Committee is authorized to adopt any amendment that it deems necessary or appropriate to qualify or maintain the Plan and the Trust Fund as a plan and trust meeting the requirements of Sections 401(a) and 501(a) of the Code or any other applicable provisions and the regulations issued thereunder, and to revise the Plan to respond to legislative or regulatory changes applicable to the Plan.

l WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its N duly authorized officer as of October 22,2001.
GANNETT CO., INC.

By: Title: Senior Vice Prksident/Hurnan Resources

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. 4 Gannett Co., Inc. hereby amends the Garnett Retirement Plan, Restated as of January 1, 1998, (the "Plan") as follows: Effective January 1,2002, Section 2.19 of the Plan is amended by adding the 1. following new sentence to the end thereof: Effective for Plan Years beginning on and after January 1,2002, the annual Earnings for a Participant that are taken into account in determining benefit accruals in any Plan Year shall not exceed $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code). For purposes of determining benefit accruals in a Plan Year, a Participant's Earnings for any Plan Year prior to January 1,2002 shall not exceed the Code section 401(a)(17) limitation that was in effect for that year (ignoring the ability to retroactively increase such limitations as a result of the Economic Growth and Tax Relief Reconciliation Act of 2001). 2. Effective January 1,2001, Section 6.07 of the Plan is amended by replacing the last paragraph of such Section with the following: For purposes of this Paragraph, a Participant's compensation means the total remuneration paid to the Participant by the Company during the Plan Year for personal services actually rendered including pre-tax salary reduction contributions to any Code Section 4010 , 1 2 5 or 132(f)plan or arrangement, but excluding Company contributions to this Plan or any other plan of deferred compensation, amounts realized upon the exercise of stock options or the lifting of restrictions on restricted stock.
3. Effective January 1,2001, Sections 6.14 and 6A.01 of the Plan are amended by adding the following new subsection (h) to the end of each Section:
(h)

Each Participant of a Participating Affiliate that sponsored or participated in a pension plan that is mergd into this Plan on or after January 1, 1998 if this Plan or the appendix to this Plan calls for such Participant's benefit to be calculated under a formula set forth in Article VI or the appendix rather than Article VIA.

4. Effective December 31,2001, Article VIA is amended by adding the following new Section 6A. 12 to the end of such Article: 6A.12 Suecial Rules ApuIvinn to Business Units Formerly Covered under the Central Newspapers. Inc. Retirement Plan. For purposes of this Section, the Central Newspapers, Inc, Retirement Plan will hereinafter be referred to as the

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"CNI Plan", business units formerly participating in the CNI Plan will hereinafter be referred to as the "CNI Business Units", and employees of CNI Business Units who are eligible to participate in the Plan as of December 31,2001 will hereinafter be referred to as the "CNI Participants". On December 3 1,2000, the CNI Plan was merged into this Plan. After the merger, eligible employees of CNI Business Units continued to accrue benefits under the provisions of the CNI Plan that were memorialized in the appendix to this Plan and which may be amended from time to time (the "CNI Plan provision^'^). Effective January 1,2002, certain CNI Participants shall have their retirement benefits calculated under the pension equity provisions of this PIan (including, but not limited to, Articles VIA, VII, and VIII), as modified below, rather than the CNI Plan Provisions. The following special rules shall apply to CNI Participants and shall govern their benefits notwithstanding any transfer to another business unit of Gannett: (1) CNZ Participants who are, as of January 1,2002, fully vested and at least age 40 shall be provided a one-time opportunity to elect to continue to have their benefits calculated under the CNI Plan Provisions or under the pension equity provisions of this Plan, as modified below. The Committee, or its delegate, shall establish rules and procedures governing the election. Except for CNI Participants who are eligible to make the election described above and who elect to continue to have their retirement benefits calculated under the CNI Plan Provisions, all CNI Participants shall have their benefits calculated under the pension equity provisions of this Plan as modified in the following manner: (a) The ''Starting Percentaae" shall mean the percentage resulting from dividing (i) by (ii): (i) The Transitional Present Value as of December 3 1,2001 of the Participant's benefit under the Plan as of December 3 1, 2001. The Participant's Final Average Earnings as of December 3 1,2001.

(2)

(ii)
(b)

"Transitional Present Value" shall mean the actuarial present value of the Participant's benefit as of December 3 1,2001 based on the Participant's age in completed years and months and the following assumptions:
(i) (ii)

Mortality: Interest:

1983 GAM table (unisex)

5% interest per year

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(iii)

Except for those CNI Participants working for the Alexandria business unit who were hired prior to January 1, 2000, the following additional assumptions shall be used to calculate the Transitional Present Value for all CNI Participants whose benefit is calculated under this Article:

Form of payment: Single life annuity form Participants under age 55: The initial pension equity lump sum for conversion is based on the subsidized earIy retirement benefit available to a vested terminated employee. The early retirement benefit at age 55 is then multiplied by a present value factor deferred to age 55. Participants over age 55: The initial pension equity lump sum for conversion is based on the accrued benefit payable at the later of age 65 or current age. The accrued benefit is then multiplied by a present value factor deferred to age 65 (for those under 65) or a present value factor based on current age (for those over 65).
(iv) For CNI Participants working for the Alexandria business unit who were hired prior to January 1,2000, the following assumptions shall be used to calculate the Transitional Present Value:

Form of payment: 10 Year Certain and Life The initial pension equity lump sum for conversion is based on the accrued benefit payable at the later of age 65 or current age. To calculate this lump sum, the accrued benefit is multiplied by a present value factor deferred to age 65 (for those under 65) or a present value factor based on current age (for those over 65). (c) (d) The Transition Percentage shall be zero. The Total Basic Percentage and Total Supplemental Percentage shall be calculated for each year or partial year of Credited Service earned after December 3 1,2001. Additionally, for purposes of applying the tables at Section 6A.O3(a) and Section 6A.03(e), Credited Service shall refer to the Participant's credited service under the CNI Plan provisions for service before January 1,2002 plus Credited Service under the pension equity provisions of this Plan for service on or after that date. A CNI Participant who made employee contributions may withdraw, or upon his death his Beneficiary may withdraw, such contributions, plus interest, under the rules set forth in the CNI Plan Provisions for such contributions. Interest will be credited on such contributions in the same manner that interest is credited on employee contributions under the CNI Plan Provisions. If a CNI Participant elects to withdraw his employee contributions, plus interest, such Participant's Basic Retirement Amount shall be reduced by the Actuarial Equivalent of the benefit attributable to the withdrawn Employee contributions, plus interest.

(e)

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(f)

If a CNI Participant elects to receive his benefit in the form of a 10 Year Certain and Continuous Annuity and the Participant dies before the expiration of the 10 year period, the Participant's Beneficiary may elect to receive the commuted value of the remaining guaranteed payments. The interest rate used for purposes of calculating the commuted value of such amount shall be the "applicable interest rate" as defined in Code section 417(e)(3)(A)(ii)(II) except that the "applicable interest rate" for distributions made in a given Plan Year shall be the applicable interest rate for the second month preceding the first day of the Plan Year. CNI Participants working for the Alexandria business unit who were hired prior to January 1,2000 may elect to receive their benefit in the form of a 5 Year Certain and Continuous Annuity or a 15 Year Certain and Continuous Annuity, in addition to the other forms of optional benefits available under Section 8.04. The Early Retirement Date for CNI Participants shall be age 55 and CNI Participants who are active employees of Gannett or its Affiliates upon attaining age 55 shall be 100% vested in their benefit.

(g)

(h)

The following special rules shall apply to employees of CNI Business Units that are not active Plan Participants as of December 3 1,2001: (1) Except as set forth in (2) below, an individual who becomes employed by a CNI Business Unit after December 3 1,2001 or an individual who was actively employed by a CNI Business Unit on December 3 1,2001 but was not a CNI Participant on that date shall commence participating in this Plan under the same terms and conditions as other new employees and the provisions of this Section shall not apply to such a Participant. Special rules apply to an individual who accrued a benefit under the CNI Plan Provisions but is not an active Participant as of December 3 1,2001 and who returns to a position with the Company or a Participating Affiliate that is eligible to receive benefits under the Plan (e.g., individuals who are reemployed). The benefits for such an individual will be determined in the same manner described above for CNI Plan Participants who have not attained age 40 on January 1,2002, as modified by the following: (a) Such a Participant will have a Starting Percentage calculated in accordance with the assumptions set forth above except that the '"Transitional Present Value" will be calculated as of the date that the Participant becomes eligible to earn a benefit under Article VIA.

(2)

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(b)

The "Transitional Present Value" will be calculated using the "applicable mortality tableyy defined in Code as section 417(e)(3)(A)(ii)(I) and the "applicable interest rate" as defined in Code section 41 7(e)(3)(A)(ii)(II) except that the "applicable interest rate" shall be the appIicable interest rate for the second month preceding the first day of the Plan Year in which the Participant becomes eligible to earn a benefit under Article VIA.

Notwithstanding the provisions set forth above, employees of a CNI Business Unit who are represented by a collective bargaining unit that has not agreed to the changes contemplated by this amendment shall continue to have their benefits calculated under the CNI Plan Provisions (if the agreement called for such provisions to apply) rather than the provisions set forth above. Nothing in this Section 6A.12 shall be construed to eliminate or reduce a Participant's rights under Code Section 41 1(d)(6), and the regulations thereunder, with respect to any benefit accrued as of December 3 1, 2001.
5.

Effective January 1,2000, the Plan is amended by deleting current Section 16.01(c) of the Plan and renumbering cunent Sections 16.01 (d), (e) and (f) as Sections 16.01(c), (d) and (e), respectively.
GANNETT CO., INC.

Name: Title:

Richard L. Clapp Senior Vice President1 Human Resources

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age and the total years of Credited Service a Participant has earned under the Plan as of such year pursuant to the following table:

I If the sum of the
Participant's Age and Credited Service is

...

I

Basic Percentage Earned for a Year of Credited Service after January 1,2003 - 1%
2%

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

1

I

5%
6% 8% 10%

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 earned at least 20 years of Credited Service:
1f the sum of 'the Participant's Age and Credited Service is Basic Percentage Earned for a Year of Credited Service after January 1,2003
9%
11%

...

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

13%
2

age For purposes of applying the above tables, the sum of a Payticipant7s 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. For partial years of Credited Service, the Basic Percentage is prorated by multiplying the Participant's partial year of Credited Service by the Basic Percentage. 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

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with respect to Credited Service earned after his rehire date and after January 1,2003. Effective January 1,2003, Section 6A.O3(e) of the Plan is amended by adding the 2. following new Section to the end thereof: Notwithstanding the foregoing, Participants hired or rehired on or after January 1, 2003 shall earn no Supplemental Percentages for Credited Service earned after the date theyare hired or rehired, respectively. GANNETT CO., INC.

By:

~ 2 2 %
Richard L. Clapp Senior Vice President,' Human Resources

Name: Title:

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GANNETT RETIREMENT PLAN
Restated as of January 1, 1998 Amendment No. 6 Gannett Go., Inc. hereby amends the Gannett Retirement Plan, restated as of January 1, as 1998, (the "Planyy), follows: Effective December 31,2002, Paragraph 2.02 of the Plan is amended to add the 1. following sentence to the end thereof: Effective for distributions with annuity starting dates commencing on or after December 3 1,2002, the "applicable mortality table as defined in Code section 417(e)(3)(A)(ii)(I)" shall mean such mortality table prescribed in Revenue Ruling 2001-62. The mortality table in such Revenue Ruling shall be used for purposes of adjusting any benefit or limitation under Code sections 415@)(2)(B), (C), or @) (as set forth in Paragraph 6.07 of the Plan), and for purposes of satisfying the requirements of Code section 417(e). Effective January 1,2002, Paragraph 6.07(a)(ii) of the Plan is amended by 2. replacing "90,000" with "$1 60,000". 3. Effective January 1,2002, the second and third paragraphs of Paragraph 6.07 are amended by replacing such paragraphs with the following:

If the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the actuarial equivalent of the defined benefit dollar limitation applicable to the Participant at age 62 (adjusted under 6.07(c) above, if required). The defined benefit dollar limitation applicable at an age prior to age 62 is determined as the lesser of: (i) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using the interest rate and mortality table specified in Paragraph 2.02 of the Plan; and (ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate assumption and the mortality table specified in Paragraph 2.02 of the Plan. If any benefits are forfeted upon the death of the Participant, the full mortality decrement is taken into account.
If the benefit of a Participant begins after the Participant attains age 65, the defined benefit dollar limitation applicable to the Participant at the later age is the annual benefit payable in the form of a straight life annuity beginning at the later age that is actuarially equivalent to the defined benefit dollar limitation applicable to the Participant at age 65 (adjusted under 6.07(c) above, if required). The actuarial equivalent of the defined benefit dollar limitation applicable at an age after age 65 is determined a s the lesser of (i) the actuarial equivalent (at such age) of the

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defined benefit dollar limitation computed using the interest rate and mortality table specified in Paragraph 2.02 of the Plan; and (ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate assumption and the mortality table specified in Paragraph 2.02 of the Plan. For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored. Benefit increases resulting from the increase in the limitations of section 41501) of the Code shall be provided only to those Participants who earn one Hour of Service on or after January 1,2002. Effective January 1,2002, Paragraph 6.13(b) is amended by adding the following 4. new provision to the end thereof Notwithstanding the foregoing, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be paid only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified delined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.
5.

Effective January 1,2002, Paragraph 6.13(c) is replaced with the following new

provision:
An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, a qualified plan described in section 401 (a) of the Code, an annuity contract described in section 403@) of the Code, or a plan described in section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality o f a state or political subdivision of a state and which agrees to separately account for amounts that are transferred into such plan fiom this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in section 414(p) of the Code.

Effective January 1,2002, Paragraph 16.01(b) is amended by adding to the end 6. thereof the following new provision: Effective January 1,2002, for purposes of satisfying the minimum benefit requirements of section 416(c)(l) of the Code and the Plan, in determining years of service with the Company, any service with the Company shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of section 41001) of the Code) no key employee or former key employee.

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Effective January 1,2002, Paragraph 16.02 of the Plan is amended by replacing 7. the second sentence of such Paragraph with the following: The present values of accrued benefits of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under section 41 6(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation fiom service, death, or disability, this provision shall be applied by substituting "5-year period" for "I-year period." The accrued benefits of auy individual who has not performed services for the Company during the 1-year period ending on the determination date shall not be taken into account. Effective January 1,2002, Paragraph 16.03 is amended by replacing such 8. Paragraph with the following: Key Employee Definition. A key employee means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the Company having annual compensation greater than $130,000 (as adjusted under section 416(i)(l) of the Code for Plan Years beginning after December 3 1,2002), a 5-percent owner of the Company, or a 1percent owner of the Company having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with section 416(i)(l) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

GANNE'IT CO., INC.

By: Name: Richard L. Clapp Title: Senior Vice Presidentmuman Resources

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. 7

Effective May 5,2003, Gannett Co., Inc. hereby amends the Gannett Retirement Plan, restated as of January 1, 1998, (the "Plan"), as follows: Section 2.30 of the Plan is amended by replacing the fxst sentence in such section 1. with the following: "Particivatinn Affiliates" means each partnership, company, or other entity (or a business unit thereof) listed in the Plan's appendices, as described below, whose employees are eligible to participate in this Plan, provided that Gannett Co., h c . owns, directly or indirectly, at least a 50% interest in such partnership, company or other entity. Section 2.30 of the Plan is amended by replacing in the last paragraph of such 2. Section the term "Affiliated Companies" with "eligible entities". Section 13.01 of the Plan is amended by replacing the term "Affiliated Company" 3. with "Participating Affiliate" and the term "Affiliated Companies" with "Participating Affiliates" in each case where such terms appear in such Section.

Dated: May 5,2003

GANNETT CO., INC.

Name: ~ i c h k L. Clapp d Title: Senior Vice ~ r e s i d e n t ~ ~ u m a n Resources

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. 8 Effective December - 2004, Gannett Co., Inc. hereby amends the Gannett Retirement , Plan, restated as of January 1, 1998, (the "Plan"), as follows: 1. The Plan is amended to add the following new Article XVII:
ARTICLE XVII Minimum Required Distributions

Effective Date of this Article

SECTION 17.1 The provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The requirements of this Article will take precedence over any inconsistent provisions in the Plan. SECTION 17.2 All distributions required under this Article will be determined and made in accordance with the Treasury regulations under section 40 1(a)(9) of the Internal Revenue Code. SECTION 17.3 The following definitions apply to this Article: "Designated beneficiary" means the individual who is designated as the beneficiary under Section 2.08 of the Plan and is the designated beneficiary under section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. "Distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning afier the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 17.4. "Life expectancy" means the life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

Requirements of Treasury Regulations Incorporated Definitions

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"Required beginning date" shall mean the date that is specified in Section 5.03(a) of the Plan Time and Manner of Distribution SECTION 17.4 The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (a) If the Participant's surviving Spouse is the Participant's sole designated beneficiary, then distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 112, if later. If the Participant's surviving Spouse is not the @) Participant's sole designated beneficiary, then distributions to the designated beneficiary will begin by December 3 1 of the calendar year immediately following the calendar year in which the Participant died.

If there is no designated beneficiary as of (c) September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 3 1 of the calendar year containing the fifth anniversary of the Participant's death.
(d) If the Participant's surviving Spouse is the Participant's sole designated beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 17.4, other than section 17.4(a), will apply as if the surviving Spouse were the Participant. For purposes of this Section 17.4 and Section 17.7, unless section 17.4(d) applies, distributions are considered to begin on the Participant's required beginning date. If section 17.4(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under section 17.4(a). If distributions annuity payments irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving Spouse before the date distributions are required to begin to the surviving Spouse under section 17.4(a)), the date distributions are considered to begin is the date distributions actually commence. Unless the Participant's interest is distributed in the

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form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 17.5, 17.6 and 17.7 of this Article. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations. Any part of the Participant's interest which is in the form of an individual account described in section 414(k) of the Code will be distributed in a manner satisfying the requirements of section 401(a)(9) of the Code and the Treasury regulations that apply to individual accounts. Determination of Amount to be Distributed Each Year SECTION 17.5 If the Participant's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements: (a) the annuity distributions will be paid in periodic payments made at intervals not longer than one year;
(b) the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Section 17.6, or 17.7;

(c) once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted;
(d) payments will either be non-increasing or increase only as follows:
(1) by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics; (2) to the extent of the reduction in the amount of the Participant's payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in Section 17.6 dies or is no longer the Participant's Beneficiary pursuant to a qualified domestic relations order within the meaning of section 414@);

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(3) to provide cash refunds of employee contributions upon the Participant's death; or

(4) to pay increased benefits that result from a Plan amendment. The amount that must be distributed on or before the Participant's required beginning date (or, if the Participant dies before distributions begin, the date distributions are required to begin under Section 17.4(a) or @)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semiannually, or annually. All of the Participant's benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant's required beginning date. Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. Requirements for Annuity Distributions that Commence During Participant's Lifetime SECTION 17.6 If the Participant's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a non-Spouse Beneficiary, annuity payments to be made on or after the Participant's required beginning date to the designated Beneficiary after the Participant's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Q&A-2 of section 1.401 (a)(9)-6 of the Treasury regulations. If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a non-Spouse Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated Beneficiary after the expiration of the period certain. Unless the Participant's Spouse is the sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant's lifetime

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may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9of the Treasury regulations for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the excess of 70 over the age of the Participant as of the Participant's birthday in the year that contains the annuity starting date. If the Participant's Spouse is the Participant's sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Participant's applicable distribution period, as determined under this paragraph or the joint life and last survivor expectancy of the Participant and the Participant's Spouse as determined under the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and Spouse's attained ages as of the Participant's and Spouse's birthdays in the calendar year that contains the annuity starting date. Requirements for Minimum Distributions where Participant Dies Before Date Distributions Begin SECTION 17.7 If the Participant dies before the date distribution of his or her interest begins and there is a designated Beneficiary, the Participant's entire interest will be distributed, beginning no later than the time described in Section 17.4(a) or (b), over the life of the designated Beneficiary or over a period certain not exceeding: (a) unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year immediately following the calendar year of the Participant's death; or
(b) if the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year that contains the annuity starting date.

If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 3 1 of the calendar year containing

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the fifth anniversary of the Participant's death. If the Participant dies before the date distribution of his or her interest begins, the Participant's surviving Spouse is the Participant's sole designated Beneficiary, and the surviving Spouse dies before distributions to the surviving Spouse begin, this Section will apply as if the surviving Spouse were the Participant, except that the time by which distributions must begin will be determined without regard to Section 17.4(a). The Plan Appendix is hereby amended to add the following provision in the 2. appropriate section of the Appendix: In 2004, the Southern New Jersey Newspapers, Inc. Profit Sharing Plan was terminated. In connection with such termination, the benefit of a participant whose Gannett Retirement Plan benefit is offset by his Southern New Jersey Newspapers, Inc. Profit Sharing Plan benefit will be calculated as follows: (i) If the participant's Gannett Retirement Plan benefit is calculated under the pension equity formula, the participant's pension benefit will be offset dollar-fordollar by the amount of the profit sharing benefit that is distributed to the participant in connection with the termination of the Southern New Jersey Newspapers, Inc. Profit Sharing Plan. If the participant's Gannett Retirement Plan benefit is calculated under the "offset" forrnula, the participant's pension benefit will be offset by the Annuity Equivalent of the participant's Southern New Jersey Newspapers, Inc. Profit Sharing Plan benefit that is distributed to the participant in connection with the termination of the Southern New Jersey Newspapers, Inc. Profit Sharing Plan, with such offset calculated as of the date the participant commences benefits under the Gannett Retirement Plan.

(ii)

The above provisions shall only apply to those participants who had account balances under the Southern New Jersey Newspapers, Inc. Profit Sharing Plan when final distributions were made from that plan in December 2004.

GANNETT CO., INC.

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GANNETT RETIREMENT PLAN Restated as of Janualy 1, 1998
Amendment No. 9 Ullless otherwise noted below effective March 28,2005, Gwnelt Co.,Tnc. hereby amends the Gannett Retiremelit Plan, restated as of January 1, 1.998, (the "Plan")), as follows:
1.

Thc P1a.n is arncndcd by replacing subparagraph 6.1 1(a)(i) with the following:
(a)

(i)

lf the Actuarial Equivalent presenl value of lnonthly paymc;nls or Retirement Income to any person is less than $1,000, thc Cornmiltee shall direct payment to such person o r thc thcn prcscnt value of such Retirement Income ia,one sum.

2.

The Plan is a~iiended replacing the first sentence-of subparag-aph 6 1 1 by wilh the lollowing:

If the Actuarial Equivalcnt prcscnt valuc of such payments is $1,000 or more up to $10,000, the Comlnittee sliall allow a tenninated vested Participant, Spouse or Beneficiasy to clcct to immcdiattdy rcccivc such amount in one sum or in the nolmal form of benefit set forth in Paragraph 6.02.
The Plan is amended by replacing the last sentence of subparagraph 6.1 1(a)(ii) 3. with tlic following:
If the Actuarial Equivalent present value of such payments is $1,000 or more, the coi~seilt payment a11J waiver of the nnrnlal form of benefi t, if any, by the to Participant is required in accordance with Code sections 401 (aI(11) and 417, and if the Actuarial Eq~lival present value of such payments is $5,000 QI- more, the ent corlscrlt l o paymanl and waivcr 01 normal form orbcnefit, if' any, by thc the Participant's Spouse, if any, is also rcquircd in accordance with Code scctio~ls (a)(11) and 417. 401

4.

Thc Plan is amended by replacing subparagraph GA.O5(a) wit11 the following;
(a)

If the lump s u m present valuc of a tcm~inatcdParticipant's vested Basic Kelil-emelit A1110unt is less than $1,000, the benefit shall be paid in a lump sum,

5. The Plan is amended by replacing the last sentence of subparagraphs 6A.O5(b), (c) and (d) wit11 the following: If the Actuarial Equivalcnt prcscnt value orsnch payments is $1,000 or more, the consent to payment and waiver of thc norma1 lorn olbcncfit, if any, by thc Participant is required in accordance with Code sections 401(a)(11) and 417, and

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if the Actuarial Equivalent present valilc, oEsuch payrncilts is $5,000 or more, Lhe coi~scfit payment and waiver of the normal foim o f benufit, if my, by rhc to Participant's Spouse, if ally, is also required in accordance with Code sections 401(a)(11) and 417.

Effective August 3,2005, Sections 6.14(1) and 6A.Ol(f) arc amended by replacing 6. the reference to "Detroit Newspaper Agcncy" with "Detroit Newspaper Parlnership (including thc Detroit Frcc Press, and, prior to its sale, The Iletroit News)".
Eircctivc Dcccmber 3 1, 2005, the Appendix to the Plan (includi~lg, not limited but 7. the provisions to freeze the pension benefits of employees of the Texas-New Mcxico Newspapers Parh~ersllip orFebrua~y as 28,2006) is hereby adopted in the fann attached hereto.
10

Nmo:R o x ~ w V. Homing c
Title: Vice Presidentlliuinm

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GANNETT CO., INCI. BENEFIT PLANS COMMITTEE
'fie undersigned, being all of the duly designatcd members ofthe Ganna~t Co., Inc. Benelit Plans Committee, hereby approve Ilie following resolulions:

RESOLVED; That the Denefxt Plans Commiltec hcrcby approves Amendil~ent 9 to Nn. the Gal~liett Retirement Plan, sul~ject such additiot~al 10 chai~ges may be deemed appropriate as by the Vice PresidenlM~~man Resou~rcas, hcr solc discretion, with advice of coul~sel.Such in Amendment, including sucl~ additional changes, ("Amendment No. 9")shall bc filcd with the official records of this Corporati~n sl~all deemed ratified and approved in all. respects by and be
this Colnmittec.
KESOI,Vk:D: That each officer of this Coi~omtion hcreby authorized and empowered is l cxcculc: ally documents ancl lakc such other actions as he or she ]may deem desirable in ordcr o to carry out t11c intentions of these resolutions and the implementation o ~ h n c n d m c nNo. 9, ~ I C J t any such documcnts cxccutcd by them or actions taken by them shaIl be deemed to bc ratified

and approved in all respects by this Committee.

IN WITNESS WHEREOF, we have signed this Consent as of February L7,2006,

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GA]\,riVETTRETIREMENT PLAN
Restated as of January 1, 1998
Amendment No. 10

Effective January 1,2006, G m e t t Co., Inc. hereby amends the G m e t t Retirement Plan,
restated as of January 1 1991., (the 'tPIaflYy), follrrws: , as

The Plan is adleaded by revising Section 2.02 to replace the references to "8 percent" and "1971 TFP&C Forecast Mortality Table with ages set back 3 years" with "'7 percent" and "'1 994 GAR Mortality Table", respehvely.

Dated:

GANMeTT CQ., INC,

B Y : g Nam : Roxanne V. Homing Title: Vice PresidentM[ua)m

(# /, -/

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v

ources

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GANNETT RETIREMENT PLAN Restated as of January 1, 1998 Amendment No. I 1 Effective as of January I, 2006, Gannett Co., Inc. hereby amends the Gannett 1998, (the "Plan"), to clarify the definition of Retirement Plan, restated as of January I, "Earnings" under such Plan, as follows:
The Plan is amended by replacing the first sentence of Section 2.19 with the following:

"EarningsJ'means base compensation paid to an Employee plus overtime pay, performance-based bonuses (which, as apoint of clarification, excludes any award made under the Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan, or any predecessor or successor plan thereto, other than the cash-based performance bonuses paid annually under such plan), and Employee pre-tax contributions to plans or policies under Code sections 401(k), 125 and 132(f), but excluding any other form of extra compensation and, for Plan Years beginning after December 31, 1988, any amount in excess of that permitted under the Code.

Dated: February 20,2006

GANNETT CO., INC.

2

Name: Roxanne V. Horning Title: Vice PresidentIHuman