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

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GANNETT PLAN WITH AMENDMENTS

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GANNETT RETIREMENT PLAN
Restated as of January 1,1998

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GANNETT RETIREMENT PLAN Page ARTICLE I ARTICLE II ARTICLE 111 ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VIA INTRODUCTION .....................;....................................................... DEFINITIONS ..................................................................................
1 2

ELIGIBILITY........................ . ......................................................... 9 SERVICE AND CREDITED SERVICE............................... .......... 10 ELIGIBILITY FOR RETIREMENT INCOME ...............................
18

AMOUNT OF RETIREMENT INCOME AND PAYMENTS ......... 20 PENSION EQUITY PROVISIONS ............................................... 30 PRE-RETIREMENT DEATH BENEFIT TO SPOUSE ................... 38 NORMAL AND OPTIONAL PAYMENT FORMS OF RETlREMENT INCOME.................................................. 40 CONTRIBUTIONS ........................................................i .................. 43

ARTICLE vn
ARTICLE VILT ARTICLE I X ARTICLE X ARTICLE XI ARTICLE XII ARTICLE rn ARTICLE xrv ARTICLE XV
.

FUND...............................................................................................

44

RETIREMENT PLAN COMMITTEE AND OTHER FIDUCIARIES ............................................................... 45 PROVISION TO PREVENT DISCFUMINATION........................... 48

AMENDMENT OF THE PLAN ....................................................... 49
TERMINATION OF THE PLAN ..................................................... 50 MISCELLANEOUS PROVISIONS.............................................. 53 . TOP HEAVY PROVISIONS ............................................................ 55

.RTICLE XVI 4

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ARTICLE I
INTRODUCTION Effective as of January 1, 1998, the Gannett Retirement Plan is amended and restated in its entirety as hereinafter set forth. This amendment and restatement includes amendments made since the 1989 Restatement and incorporates the provisions of the relevant legislation since then. Additionally, the Plan has been amended to introduce a new benefit formula applicable to certain Participants effective January 1, 1998.

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ARTICLE I1 DEFINITIONS "Accrued Benefit" means, for benefits calculated under Article VI, the Basic Retirement Income to begin at Normal Retirement Date under the Normal Form of Payment described in Paragraph 6.02, and determined as of any date pursuant to Paragraph 6.01 as if such date is the Participant's Termination Date. For benefits calculated under Article VIA, a Participant's "Accrued Benefit" at any point in time and expressed as a single life annuity beginning on the Participant's Normal Retirement Date shall be determined as (i) divided by (ii), times (iii): (i) the Participant's Basic Retirement Amount calculated under Paragraph 6A.02 based on potential Credited Service (where potential Credited Service is defined in Paragraph 6.Ol(a)(l)) at Normal Retirement Age and Final Average Earnings as of the determination date the Participant's single life annuity factor (based on the Actuarial Equivalent definition in Paragraph 2.02) at Normal Retirement Age the ratio of the Participant's actual Credited Service as of the determination date to potential Credited Service at Normal Retirement Age (in no event shall such ratio exceed 1).

(ii)

(iii)

"Actuarial Eauivalent" means, for purposes of converting a Participant's. Basic Retirement Income calculated under Article VI into another form of annuity, a benefit of equivalent current value to the benefit which otherwise would have been provided to the Participant, determined on the basis of the following interest and mortality assumptions which may differ from those used in establishing Plan costs and liabilities, and in accordance with the rules established by the Committee:

(a)
(b)

Interest: 8 percent Mortality: 1971 TPF&C Forecast Mortality Table with ages set back 3 years

For purposes of converting a Participant's Basic Retirement Income expressed as a single life annuity at Normal Retirement Age into a lump sum, "Actuarial Equivalent" means a benefit of equivalent current value to the benefit which
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otherwise would have been provided to the Participant, determined using the "applicable mortality table" as defined in Code section 41 7(e)(3)(A)(ii)(I) and 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. For purposes of determining the lump sum value, a deferred annuity factor assuming payment at Normal Retirement Age shall be used, unless the Participant is eligible for early retirement directly from active employment, in which case the lump sum value is determined by applying an immediate annuity factor to the early retirement benefit. For purposes of converting a Participant's Basic Retirement Amount calculated under Article VIA into an immediate single life annuity or other form of immediate annuity, "Actuarial Equivalent" means a benefit of equivalent current value to the benefit which otherwise would have been provided to .the Participant, determined using the "applicable mortality table" as defined in Code section 417(e)(3)(A)(ii)(I) and 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. "Actuarv" means an individual who is an "enrolled actuary" in accordance with regulations under ERISA issued by the Joint Board for the Enrollment of Actuaries. "Affi1iated.Com~anv" means, for purposes of this Plan, any company whose voting stock is more than fifty percent owned by the Company. "Annuitv Starting Date" means the first day of the period for which an amount is paid as an m u i t y or any other form. "Basic Retirement Amount" means the benefit calculated under Article VIA. "Basic Retirement Income" means the benefit calculated under Article VI. "Beneficiarv" means any person, other than a Contingent Annuitant, designated in writing by the Participant (which designation may be changed from time to time) to receive benefits under this Plan payable upon the death of a Participant. If no such designation is in effect at the time of the death of the Participant, or if no person so designated shall survive the Participant, the Beneficiary shall be the Spouse, or if the deceased Participant has no surviving Spouse, the estate of the Participant.

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"Board" means the Board of Directors of Gannett Co., Inc.
.-"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the Retirement Plan Committee established in Article

XI.
"Companv" means Gannett Co., Inc., a Delaware corporation with its principal office in Arlington, Va. Company shall also include each of the Participating Affiliates. For purposes of the Plan, Gannett Co., h c . shall be the agent and representative of the Participating AffiIiates and shall in its own name take any action permitted or required under the Plan on behalf of itself and each Participating Affiliate, and any Insurance Company or Trustee shall deal exclusively with Gannett Co., Inc. andlor the Committee. (Also, see definition of Successor Company.) "Com~utation Period" means the calendar year beginning with the calendar year that includes the Employee's frrst Hour of Service. "Contingent Annuitant" means the person designated by the Participant to receive lifetime monthly benefit payments after the Participant's death, in accordance with either the optional form of benefit provided for in Article VIII or the normal form of payment described in Paragraph 6.02 and in Paragraph 6A.04. 2.15 2.16 2.17 2.18
2.19

"Contract" means the agreement between the Company and the Insurance Company, as amended from time to time, to carry out the purposes of the Plan. "Credited Service" means that part of a Participant's Service that is used to calculate benefits under the Plan, as determined pursuant to Paragraph 4.02. "Earlv Retirement Aee" means age 55 with 5 Years of Service. "Earlv Retirement Date" means the date specified in Paragraph 5.02. "Earninns" means base compensation paid to an EmpIoyee plus overtime pay, performance-based bonuses, and Employee pre-tax contributions to plans or policies under Code sections 4 0 1 0 , 125 and 132(f), but excluding any other form of extra compensation and, for Plan Years beginning after December 3 1, 1988, any amount in excess of that permitted under the Code. (See Paragraph 6.12 as to the accrual of benefits for Code section 401(a)(17) employees.) In the case of an Employee in the advertising andlor circulation departments, Earnings shall also include cash sales commissions. In the case of a Participant who is receiving

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benefits from the Gannett Long-Term Disability Plan, Earnings will be based on the rate of base pay in effect on the date of disability. "Effective Date" means January 1, 1976. The effective date of this restatement is January 1, 1998. "Emplovee" means any person engaged in rendering personal services to the Company for any compensation considered wages. "Full-Time Emplovee" means any Employee who is expected to work 35 or more hours per week. The term "Employee" shall include any employee required to be included under Code sections 414(b), (c) or (m) and individuals required to be considered employees under the Ieased employee provisions of Code section 414(n). Any independent contractor shall not be included in this definition. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended fiom time to time. "Final Average Earnings" means the monthly average of a Participant's Earnings during a certain portion of his actual Credited Service, such portion being the 60 consecutive months out of the last 120 months preceding retirement, termination or other determination date that results in the highest average. "Fund" means the assets held under either the Trust Agreement with the Trustee or the Contract with the Insurance Company. "Hour of Service" means each hour in a Computation Period as set forth in Paragraph 4.03. "Insurance Comuanv" means any legal reserve life insurance company selected by the Board to underwrite all or a portion of the benefits provided by this Plan. Where appropriate to the context, the term Insurance Company shall also include the Trustee. "Normal Retirement Ane" means generally the later of (i) age 65 or (ii) the 5th anniversary of the time the Participant commenced participation in the Plan. In the case of Participants who are pilots of Company airplanes and whose benefits are calculated under Article VI, Normal Retirement Age is 60. For Participants hired prior to June 1,1991, Normal Retirement Age is 65. "Normal Retirement Date" means the first day of the calendar month coincident with or next following the Participant's Normal Retirement Age. "Particiuant" means an Employee who participates in the Plan or a former Employee currently receiving or still eligible to receive benefits under the Plan.

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"Partici~atin~ Affiliates" means the Affiliated Companies, or divisions or units thereof, listed in the Plan's appendices, as described below, whose employees are eligible to participate in this Plan. The Gannett Retirement Plan, in its merged state consists of multiple documents to the extent that the plans of Participating Affiliates differ fiom the provisions of the Gannett Retirement Plan itself. For those Affiliates added effective as of December 3 1, 1977 and thereafter, separate appendices to this Plan exist for the Participants covered thereby. Those separate appendices must be read in conjunction with this Plan, and taken together constitute the various plan documents. Effective March 1,1981, the Gannett Retirement Plan Committee may add or eliminate Affiliated Companies from the list of Participating Affiliates in the Plan's appendices, and the Committee is authorized to amend such appendices. The Committee shall keep the Board informed of all such actions on a regular basis, and shall incorporate such additions or deletions in the Plan's appendices. For the purpose of Paragraph 4.04 (and any other section where relevant) a transfer within the Company (i.e., Gannett Co., Inc. and the Participating Affiliates) shall not suspend a Participant's status in this Plan. "Plan" means the Gannett Retirement Plan as set forth herein. "Plan Year" means each 12-month period which begins on the Effective Date of the Plan and on any subsequent January 1. "Predecessor Companv" means any organization which was acquired by the Company or an Affiliated Company. "Primarv Social Securitv Amount" means the monthly Primary Old Age Insurance Amount that a Participant is or would upon application be entitled to receive at Normal Retirement Age determined: (a)

In accordance with the Social Security Act as amended and in effect on the date the Participant retires or terminates employment; and
On the assumption that the Participant's estimated career compensation is to be used in calculating the monthly Primary Old Age Insurance Amount or on the basis of actual earnings.

(b)

This definition is relevant to the benefit formula in Paragraph 6.01 which provides for an offset of the Primary Social Security Amount. In determining such Amount, a Participant's estimated compensation shall be used for all years before
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retirement or separation of employment. For purposes of this paragraph, such "estimated compensation" is determined by applying a salary scale (six percent per annum), projected backwards, to the Employee's Earnings (as defined in Paragraph 2.19) at separation or retirement. For retirement and terminations prior to Normal Retirement Age, level compensation (i.e., base pay at termination) will be projected to such age. For those who retire after age 60 and 25 years of Credited Service, no future earnings will be projected. Each Participant shall have the right to have this benefit offset computed on the basis of the Participant's actual salary history instead of estimated compensation. Each Participant shall be provided with written notice of the right to supply the actual salary history and of the financial consequences of failing to supply such history. The notice shall be given each time the summary plan description is provided to a Participant and also upon separation fiom service. The notice shall inform the Participant that the actual salary history can be obtained from the Social Security Administration. If the Participant supplies documentation of actual salary history, the Participant's Social Security benefit which was previously estimated shall be recalculated using the actual earnings. Such documentation must be supplied within six months following the later of (1) the date of the Participant's termination of employment (by retirement or otherwise) and (2) the date the Participant is notified as to the amount of the Participant's benefit. 2.35 2.36 "Retirement Income" means the amount of monthly benefit for which a Participant is eligible. "Service" means the years considered toward meeting eligibility for and attaining nonforfeitable rights to a monthly benefit under the Plan, determined pursuant to Paragraph 4.01. "Spouse" means the person who is married to a Participant on the relevant date to which reference is made in the Plan. "Spouse's Benefit" means the benefit payable to the Participant's Spouse as described in Article VII. . "Standard Work Yeary'means 1820 Hours of Service. Prior to January 1, 1989, a Standard Work Year was 1950 Hours of Service. "Successor Comuanv" means any company which upon the dissolution, merger, consolidation, other reorganization or discontinuance of the Company will continue the Plan.

2.37
2.38

2.39

2.40

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"Termination Date" means the date on which a Participant ceases to be an Employee other than by reason of death or retirement. "Trust Aueement" means the agreement between the Company and the Trustee, as amended from time to time, to cany out the purposes of the Plan. "Trustee" means the trustee appointed by the Board. Where appropriate to the context, the term Trustee shall also include the Insurance Company.

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ARTICLE 1 1 1 ELIGIBILITY Emplovees. An Employee of the Company or a Participating Affiliate will become a Participant in the Plan on the first day of the month coincident with or next following employment provided that: (a) the Employee is not a member of a collective bargaining unit for which . there is evidence that retirement benefits were the subject of good-faith bargaining between the Company and employee representatives, unless the members of such unit are eligible to become Participants pursuant to a collective bargaining agreement. the Employee is not a leased employee. the Employee has not waived his participation in the Plan. the Employee is not a contract worker hired through an outside agency, or a worker who the Company treats as an independent contractor or who is otherwise classified as not being an employee of the Company for purposes of the Plan, regardless of the worker's actual status.

(b)
(c) (d)

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ARTICLE I V SERVICE AND CREDITED SERVICE Service. Service means the years of an Employee's employment by the Company, any Predecessor Company, any Affiliated Company or entity that is included in the Company's controlled group of corporations under Code section 414(b) or is under the Company's common control under Code section 414(c) (but only with respect to employment during which such control existed); provided, however, that the determination of any Employee's Service will be subject to the following rules (also see Paragraphs 4.04 and 4.05): (a) The computation of Service will be made on the basis of elapsed time for Full-Time Employees and on the basis of Hours of Service performed by the Employee during each Computation Period for other Employees. If, in any Computation Period, an Employee completes at least 1,000 Hours, the Employee will be considered as having completed one Year of Service with respect to total employment during such Computation Period, and any Hours worked in excess of 1,000 in such Computation Period will not entitle the Employee to any additional Service for the current or any other Computation Period. Notwithstanding the foregoing, any Service prior to January 1, 1989 will be considered as Service only to the extent it would have been recognized as Service in accordance with the Plan as it existed on or prior to December 31, 1988. Service as to the specified Participating Affiliates will be counted as follows: Gateway - measured from February 1, 1980 Guam - measured from February 2, 1970 Credited Service. Credited Service means that part of a Participant's Service that is used in determining the amount of Basic Retirement Income under Article VI or Basic Retirement Amount under Article VLA. Credited Service will be determined in accordance with the following rules:

(b)

(c)

(d)

(a)

Credited Service will be measured in terms of Hours of Service completed during a Computation Period, using the following rules for measuring:

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(i)'

One year of Credited Service will be given if the Participant completes in the Computation Period the number (or more) of Hours of Service required to complete a Standard Work Year. No Credited S-ce will be given if the Participant completes less than 1,000 Hours of Service in the Computation Period, unless

(ii)

(A)

the Computation Period is the Employee's initial Computation Period and the Employee has Credited Service in a subsequent Computation Period in which case Credited Service for the initial Computation Period will be determined as in (iii) following, or the Computation Period is the Employee's final Computation Period and the Employee has Credited Service in a prior Computation Period in which case Credited Service for the final Computation Period wiIl be determined as in (iii) following.

@)

(iii)

If, during a Computation Period, Credited Service is not determined in accordance with (i) or (ii), each of which takes precedence over (iii), Credited Service for the Computation Period will be given based upon the ratio that Hours of Service in such Computation Period bear to the Hours of Service in a Standard Work Year. Credited Service will be given if the Participant is receiving benefits under the Gannett Long Term Disability Plan but not beyond the date the Participant elects to receive retirement benefits under this Plan. Credited Service under this provision will be counted by using the number of years and months the Participant receives the disability benefits, in which case Paragraph 4.03(a)(i)(5) shall not apply.

(iv)

(b)

Credited Service will exclude the following Periods of Service: (i) (ii) Service following a transfer of employment as described in Paragraph 4.04.
Any Service during a period when the Employee did not make any

mandatory contributions. (iii) Any Service rendered prior to the adoption of this Plan, except to the extent such Service was specifically recognized for purposes of

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determining benefits in accordance with the provisions of the Plan as it existed on the day prior to the Effective Date. For this purpose only, eligibility requirements using age andlor service provisions shall be ignored, but specific date limitations, if any, shown in the appendices to the Plan or provisions of the Plan as it existed prior to the Effective Date shall be honored. Credited Service will not include periods of employment at the following prior to the date indicated: Visalia - January 1,1949 - January 1,1964 Sioux Falls Cape Publications - March 1, 1966 Phoenix (KPNX) - January 1,1969 - February 2,1970 Guam Marietta - May 1,1970 K*USA (Denver) - February 1, 1972 Atlanta (WXL4-TV) - August 27,1974 Cincinnati Enquirer - September 26, 1975 USA Weekend - January 10,1980 Gateway - February 1,1980 Marin - January 1,1982 KARE (Minneapolis) -April 13, 1983 Peekskill (Evening Star) - January 1, 1986 WFMY-TV Greensboro - February 1, 1988 WTLV-TV Jacksonville - February 1, 1988 Rockford Magazines -December 1, 1989 GreenBay -January1,1989 Wausau - January 1,1989 Citizen Publishing Company - January 1, 1990 Springfield Offset - September 1, 1991 Palm Spring Weeklies - September 7, 1990 TNI Partners - January 1,199 1 Tulare - May 1,1993 Nursing Spectrum - January 1, 1995 kkansas Television - June 1. 1995 WTSP-TV Tampa-St. Petersburg - December 9, 1996 WZZM-TV Grand Rapids - February 1,1997 KMOH-TV Kingman - January 1,1998 KNAZ-TV Flagstaff - January 1, 1998 Printed Media Companies - January 1, 1998 WGRZ-TV Buffalo - January 1, 1998 Such other periods for other Participating Affiliates as set forth in the Plan appendices

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Credited Service determined as of December 3 1, 1988, will be retained for plans of Participating Affiliates under provisions then in effect. The Plan appendices set forth rules and conditions applying to Credited Service for Participating Affiliates. Hours of Service. Hours of Service will be computed as follows: (a)

In each Computation Period during employment an Employee will receive one Hour of Service for each hour for which the Employee is paid or entitled to be paid for the performance of duties. These hours will be credited to the Employee for the Computation Period in which the duties are performed.
(i) The following payments in a Computation Period, whether or not for the performance of duties, will give rise to Hours of Service for the purpose of determining breaks-in-service (no more than 501 Hours of Service will be credited under this paragraph for any single continuous period whether or not such period occurs in a single Computation Period): (1) Back pay for hours of employment not already included in Hours of Service for the Computation Period to which such back pay is allocable. Holiday pay. Vacation pay. Payment made directly by the Company to the Employee during a period of absence approved or authorized by the Company in accordance with policies applicable on a uniform, nondiscriminatory basis to Employees in similar circumstances. Disability or sick pay.

(2)

(3)
(4)

(5)

As to the computation of Hours for a period during which no services were performed, Hours shall be calculated and credited pursuant to Section 2530.200@)-2 of the Department of Labor's regulations which is incorporated herein by this reference.

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(ii)

The following periods will also be considered as giving rise to Hours under (i) of this Paragraph 4.03(a) only, even though no payment is involved:
(1)

Authorized leave of absence without pay granted in accordance with uniform, nondiscriminatory policies for Employees in similar circumstances. Credit shall also be given for any maternity or paternity Ieave ( pregnancy of the Employee, 1 birth or adoption of Employee's child, caring for the Employee's child immediately following birth or adoption) taken by an Employee. Hours of Service pursuant to maternitylpaternity leave shall be credited in the Computation Period in which the absence begins only if the additional hours would prevent a one-year break-in-service; otherwise, these hours shall be credited in the immediately following Computation Period. Temporary layoff which is a result of involuntary separation that does not involve discharge for cause and which does not exceed 52 consecutive weeks.

(2)

(b)

In each Computation Period in which the Employee is on military leave while rights are protected by law and provided that the Employee reports for work within the period required by law and is returned to employment, Hours of Service will be determined on the basis of 190 hours for each month of military leave.

Transfers of Emvlovrnent. Each Employee who becomes a Participant and is subsequently transferred to a nonparticipating Affiliated Company or to a non-participating collective bargaining unit will be deemed to have become suspended under the Plan as long as the Employee continues to be in the employ of the Company, or an Affiliated Company. (a)

During any such periodof suspension, Service will accumulate pursuant to Paragraph 4.01 as if the Employee were in employment, but there will be no accumulation of Credited Service after the date of transfer.
The suspended Participant's eligibility for Retirement Income pursuant to Article V, and the amount of his Retirement Income pursuant to Article VI or Article VIA, will be determined when the Employee ceases to be an Employee of the Company and of any Affiliated Company to which the

(b)

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Employee is transferred. Such date will be deemed the Termination Date (except as provided in subparagraph (c) below). (c) If a suspended Participant is transferred back to employment status and again becomes a Participant in this Plan, the Employee then will accumulate additional Credited Service based on Hours of Service after the date of transfer. The Employee,-ineffect, will be a transfer into this Plan with prior Credited Service under this Plan being treated in the same manner as would prior Credited Service with an Affiliated Company. Special rules applying to certain Participating Affiliates are noted in the Plan appendices. Where an Employee who previously was in a nonparticipating collective . bargaining unit or was employed by a nonparticipating company becomes a Participant, Credited Service will be based on Hours of Service after the date the Employee becomes a Participant. Credited Service may be credited for prior service in instances specifically agreed to by the Company. Such agreements shall be noted in the Plan appendices.

(d)

Reem~lovment.A Participant whose employment as an Employee ceases will have reached a Termination Date for purposes of determining eligibility for Retirement Income pursuant to Article V and the amount of such Retirement Income pursuant to Article VI or Article VIA. If later reemployed and not subject to Paragraph 4.04(c), the Participant then will be treated as follows: (a) If the Participant does not have a vested right to receive a benefit pursuant to Article V, VI or VIA, upon reemployment the Participant will be treated as a new employee only for purposes of Article 111. Any Service such Participant may have had before the most recent Termination Date will be reinstated upon return to employment only if the number of years of consecutive breaks in Service (a Computation Period in which an Employee has less than 501 Hours of Service pursuant to Paragraph 4.03) at the time of reemployment (inclusive of Computation Periods while not in employment) is less than 5 or the number of Years of Service to be reinstated, whichever is greater. If Service is reinstated, then any Credited Service accumulated during the period of such Service also will be reinstated. If the Participant has a vested right to receive a benefit pursuant to Article V, VI or VIA and the Participant has not commenced distributions fiom the Plan, upon reemployment the Participant will be reinstated as a Participant, with Service and Credited Service before the most recent Termination Date added to any Service and Credited Service accumulated during subsequent employment.

(b)

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(c)

If the Participant has a vested right to receive a benefit pursuant to Article V, VI or VIA and the Participant is receiving benefit payments from the Plan, benefit payments may be suspended as determined by the Committee in a uniform and nondiscriminatory manner, for all calendar months which begin during the period of employment, and shall be resumed on the first day of the month next following the cessation of employment. Suspension shall apply only with respect to any month during which the Participant has 40 or more Hours of Service with the Company or a Participating Affiliate. The amount of such payment shall be the greater of (i) the benefit the Participant had been entitled to receive immediately prior to the suspension provided for herein, or (ii) the benefit the Participant would be entitled to receive upon the ultimate cessation of employment taking into account, where required by the applicable benefits provisions, service and compensation figures during the suspension, taking into account prior benefit payments. No actuarial adjustment shall be made to account for the period of suspension or the fact that benefits commence after Normal Retirement Age, except, in the latter case, as may be provided for in the deferred retirement provisions of Paragraph 5.03. If such a Participant's death occurs while in employment, payments due any Beneficiary or Contingent Annuitant will be made in accordance with Article VII.

(d)

If the Participant had a vested right to receive a benefit pursuant to Article V, VI or VIA and the Participant received a lump sum distribution of his Accrued Benefit, upon reemployment the Participant will be reinstated as a Participant, with Service before the most recent Termination Date added to any Service accumulated during subsequent employment. The Participant's benefit under Article VI or Article VIA shall be calculated taking into account only his Credited Service subsequent to his reemployment date and the Participant's Credited Service prior to his reemployment date shall be disregarded, if the Participant: (i) had a vested right to receive a benefit pursuant to Article VI or Article VIA when he previously terminated service; and (ii) on or before the end of the second Plan Year following the Plan Year in which he was terminated, the Participant received a lump sum distribution equal to or greater than the present value of his Accrued Benefit. Notwithstanding the previous paragraph, the Participant's prior Credited Service will be taken into account for purposes of calculating the Basic Percentage and Supplemental Percentage the Participant earns for a period of service after his reemployment date under Article VIA. If the second sentence of the previous paragraph does not apply, the Participant's

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Credited Service prior to his reemployment date shall not be disregarded, but his Accrued Benefit will be offset by the value of the benefit he previously received.

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ARTICLE V ELIGIBILITY FOR RETIREMENT INCOME Normal Retirement Date. A Participant's Normal Retirement Date will be the first day of the calendar month coincident with or next following the Participant's Normal Retirement Age. Earlv Retirement Date. A Participant who has attained age 55 and has completed 5 Years of Service may retire on an Early Retirement Date which will be the first day of the month following the Iater of: (a)
(b)

the Participant's Termination Date; or the 59th day after the date on which notification of termination was made either by the Participant to the Company, or by the Company to the Participant.

The Retirement Income payable will depend upon the Participant's age and Credited Service at his benefits commencement date. Postuoned ~etirement Date. A Participant may elect to defer retirement to the first day of any month following the Participant's Normal Retirement Date. (a) A Participant who attains age 70 112 on or before December 31, 1998 and who remains in employment will receive payments commencing by the April 1 following the calendar year in which the Participant attains age 70 112 or, if earlier, actual retirement. A Participant who attains age 70 112 after December 31, 1998, except a Participant who is a "fivepercent owner" (within the meaning of section 416(i)(l)@)(i) of the Code), and who remains in employment will not be entitled to receive payments of Retirement Income until actual retirement. A Participant who is a "five-percent owner" will receive payments commencing by the April 1 following the calendar year in which the Participant attains age 70 112 or, if earlier, actual retirement. If a Participant's benefit commences after April 1 of the calendar year following the year in which the Participant attains age 70 112, the Participant's benefit will be actuarially adjusted to take into account the period after such date in which the Participant was not receiving any benefits under the Plan. Such adjustment shall be made in accordance with the requirements of Code section 401 (a)(9) and the rules and regulations thereunder.

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Retirement Income will begin on the first day of the month coincident with or next following the day such benefits must commence in accordance with the foregoing after Normal Retirement Date, and such first payment date will be the Participant's Postponed Retirement Date. The amount and form of the Participant's Retirement Income will be based on Final Average Earnings and Credited Service at the time payments commence, taking into account any prior payment of retirement benefits.
(b)

If the Participant should die after his Normal Retirement Date but before his Postponed Retirement Date, any payments that would have become due to a surviving Spouse or Beneficiary upon death after retirement will be made as if the Participant's Postponed Retirement Date had been the first day of the month coinciding with or next following the date of death.

Vesting Date. A Participant whose Termination Date occurs before being eligible to retire on a Normal or Early Retirement Date but after having met the vesting requirement under the Plan, will be entitled to the vested percentage of his Accrued Benefit. The vesting requirement at Termination Date, and the vested percentage of Deferred Vested Retirement Income, is as follows: Vesting Reauirement (i) (ii) Less than 5 Years of Service
5 or more Years of Service

Vesting Percentage

A Participant who terminates when his vested Percentage equals 0% will be deemed to have received his full benefit under the Plan.

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ARTICLE VI

AMOUNT OF RETlREMENT INCOME AND PAYMENTS
Basic Retirement Income. The Participant's Basic Retirement Income with monthly payments beginning at his Normal Retirement Date before adjustment for the normal form or optional form of payment is equal to the excess of (a) over (b), with a minimum benefit s f (c) where: (a) equals (I) times (2),where;

(1)

equals 2% of Final Average Earnings multiplied by potential Credited Service (assuming Service at the rate in the Standard Work Year from the date of death, termination or retirement until the Normal Retirement Date and using actual Credited Service for periods prior to the determination date) up to a maximum of twenty-five (25) years, plus 0.7% of Final Average Earnings multiplied by potential Credited Service in excess of twenty-five (25) years, and equals the ratio of actual Credited Service to potential Credited Service, and

(2) (b)
(c)

equals 50% of Primary Social Security Amount prorated over 35 years of Credited Service, and equals 50% of (a).

This excess, as well as any other amounts payable under this Article, may be adjusted as described in Paragraphs 6.03, 6.05, 6.06,6.07 and 6.08. For a Participant who is receiving benefits fiom the Gannett Long Term Disability Plan, the Retirement Income shall commence on the first of the month next following the month in which the last disability payment is made if such time is later than the Participant's Normal Retirement Date. The minimum benefit payable under this Plan for a Participant who retires on or after his Early Retirement Date while in active employment shall be $50 per month at Normal Retirement Date with a .00333 percent reduction in said amount for each .month of payment prior to Normal Retirement Date in the event of early retirement. 6.02 Normal Form of Pavrnent. Retirement Income will be payable in the normal form as follows:

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(a)

If a Participant does not have a Spouse on the date Retirement lncome is to begin, Retirement Income will be payable in the form of a single life annuity, which is an annuity payable for the Participant's life with no fiuther payment after the Participant's death. A Participant who has a Spouse and (i) (ii) (iii) (iv) Begins to receive payments under the Plan on or after Normal Retirement Age, or Dies on or after Normal Retirement Age while still working for the Company, or Begins to receive payments on or after Early Retirement Age, or Separates from service on or after attaining either Early or Normal Retirement Age and after being entitled to payment of benefits from the Plan and thereafter dies before beginning to receive such benefits,

(b)

shall receive payments under this Plan in a reduced amount that is the Actuarial Equivalent of the amount in (a). Such reduced amount will be payable in the form of the Contingent Annuitant Option with the Spouse's income set at 100% of the Participant's reduced amount. Retirement Income at the Normal Retirement Date. The Retirement hcome payable at the Normal Retirement Date to a Participant who first retires at that Date will be the Basic Retirement Income multiplied by the Actuarial Equivalent factor for the normal form or any optional form in effect and elected at the time of determination. Earlv Retirement Income. (a) If the Participant terminates employment on or after his Early Retirement Date but prior to his Normal Retirement Date, payment of Retirement Income will commence no later than Normal Retirement Date but earlier upon the Participant's request. If the Participant has not both attained age 60 and completed 25 years of Credited Service at termination of employment, Retirement Income will be determined as foIIows:

(b)

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(i)

Prior to the Participant's 62nd birthday, it will be equal to the Basic Retirement Income determined in accordance with Paragraph 6.01 without regard to subparagraph (b) of such Paragraph multiplied by the factor in Paragraph 6.03, and further multiplied by a factor equal to 1.00000 reduced by -00333 for each full month by which commencement of the Participant's Retirement hcome precedes Normal Retirement Date. On or after the Participant's 62nd birthday the amount in (i) will be reduced by the amount in subparagraph (b) of Paragraph 6.01 multiplied by the same factor used in (i) from Paragraph 6.03, and further multiplied by a factor determined in accordance with the Social Security Act based on the assumption that such the Participant's Social Security benefit is payable on the later of the Participant's 62nd birthday or Early Retirement Date, whether or not the Participant is in actual receipt of Social Security benefits. The Social Security factor is equal to 100% less 5/9 of 1% for each of the first 36 months and 5/12 of 1% for each additional month by which the date assumed payable precedes Social Security normal retirement age. The benefit, after the reduction, is subject to a minimum of 50% of the amount payable prior to the reduction.

(ii)

(c)

If the Participant has both attained age 60 and completed 25 years of Credited Service at termination of employment, Retirement Income will be determined as under (b), except that in (b)(i) the factor .00208 shall replace the factor .00333.

Deferred Vested Retirement Income. A Participant who has a vested benefit pursuant to Paragraph 5.04 will have a Deferred Vested Retirement Income equal to the Basic Retirement Income of Paragraph 6.01 determined at his Termination Date multiplied by his Vesting Percentage. Payment will commence at what would have been the Participant's Normal Retirement Date, unless a commencement date coinciding with or following what would have been the Participant's Early Retirement Date is requested. The amount payable will be the vested Accrued Benefit multiplied by the Actuarial Equivalent factor appropriate to reflect the early commencement of benefits, if applicable. In the case of a Participant who terminates employment on or after January 1, 1988, with a vested benefit and who elects the Spouse's Benefit described in Article VII, the amount payable will be reduced by the charge to the former Participant attributable to such Spouse's Benefit as further specified in Paragraph 7.03.

6.06

Adiustment For Other Qualified Retirement Plan Benefits. The amount of Retirement Income determined in accordance with any preceding paragraph of this Article VI will be adjusted to take into account the value of any benefits to

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which a Participant is entitled, or which the Participant has received, under any other qualified retirement plan toward which the Company, an Affiliated Company or a predecessor employer made contributions or was obligated to contribute at any time unless adjustment for such benefits is specifically precluded under a bargaining agreement. Any adjustment pursuant to this Paragraph 6.06 will be made in a nondiscriminatory manner with respect to persons in similar circumstances. Maximum Benefit. The maximum annual benefit payable under this Plan and all other defined benefit plans of the Company shall be limited to the maximum amounts permitted under Code section 415. In general, except as provided in Paragraph 6.08 of the Plan, in no event may a Participant's annual Retirement Income payments under the Plan, and any other defined benefit plan of the Company or an Affiliated Company, exceed the product of (a), (b), (c) and (d) below: (a) is the lesser of: (i) 100% of the Participant's highest average annual compensation during any 3 consecutive calendar years of active participation under the Plan, or $90,000 adjusted to reflect future Consumer Price Index changes to the extent permitted by Treasury Regulations issued under section 415 ofthe Code, as amended from time to time;

(ii)

(b)

is the Actuarial Equivalent factor applicable to any option elected under Article VIII except that such factor will be deemed to be 100% for purposes of this paragraph if the applicable form of payment is a Contingent Annuitant Option, described in subparagraph (b) of Paragraph 8.04 with the Participant's Spouse designated as Contingent Annuitant; is the ratio, but not more than 1, of such Participant's years of Credited . Service to 10; and is a factor equal to the lesser of (1) 1.OO or (2) 1.25 minus the ratio of (A) the sum of (i) the Company's or an Affiliated Company's contributions made on behalf of such Participant under any defined contribution plan, (ii) any forfeitures reallocated to such Participant's account under the terms of any such plan, and (iii) any portion of such Participant's own contributions to any such plan after December 3 1, 1988, and any portion prior to January 1, 1989, in excess of 6% of annual compensation (except that any such excess contributed before January 1, 1976 shall be ignored),

(c) (d)

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to @) the lesser of (i) 25% of such Participant's annual compensation or (ii) $30,000 adjusted for future Consumer Price Index changes to the extent permitted under Treasury Regulations, for each prior Year of Service. Effective for limitation years beginning after December 3 1, 1999, the limitations pertaining to Code Section 415(e) shall no longer be applicable. Accordingly, for such limitation years, (d) shall equal 1. For any benefit payment which is to commence after the Social Security retirement age, the maximum dollar limitation shall be the actuarial equivalent of the maximum dollar benefit payable at the Social Security retirement age. In computing actuarial equivalency, the interest assumption shall be the lesser of five percent or the percent specified in Paragraph 2.02 for determining actuarially equivalent benefits. For any benefit payment which is to commence before the Social Security retirement age, the maximum dollar limitation shall be reduced in accordance with this paragraph. The dollar limitation for a Participant who has reached age 62 but not the Social Security retirement age shall be reduced by 5/9 of 1 percent for each of the first 36 months and 5/12 of 1 percent for each additional month that the Participant's annuity starting date.precedes Social Security retirement age. For any benefits paid prior to age 62, the maximum dollar limit shall be further reduced for months prior to age 62 on an actuarial basis using for this purpose the actuarial assumptions in Paragraph 2.02 applicable for lumps sums under M c l e VI or optional forms under Article VIA, or 5% interest and the applicable mortality table specified in Paragraph 2.02, whichever results in the lower maximum dollar limit. Notwithstanding the foregoing, if a Participant's annual benefit does not exceed $10,000 and the Participant had not at any time participated in a defined contribution plan maintained by the Company, the full amount of such retirement income benefit shall be paid without regard to the above limitations. 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 salary reduction contributions to any 401(k) or 125 plan, 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. 6.08 Alternative Maximum Benefit. Notwithstanding the provisions of Paragraph 6.07, in no event shall a Participant's annual benefit payable under this Plan be less than the benefit which the Participant had accrued under the Plan as of December 31,1982 or as of December 3 1,1988 (whichever is higher); provided, however, that in determining such benefit, no changes in terms and

R151801.4

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conditions of the Plan on or after July 1, 1982 (or on or after January 1, 1989), shall be taken into account. Normal Retirement Benefit. A Participant's normal retirement benefit shall be the greater of what a Participant could have received under the early retirement provision of the Plan or the benefit commencing at Normal Retirement Date. Benefits Not Decreased by Certain Social Securitv Chanpes. Any benefits which are being paid to a Participant, Beneficiary, or Contingent Annuitant under this Plan and the vested benefit of a Participant who has separated from the service of the Company shall not be decreased by reason of any post-separation I increase in the benefit levels or the wage base under Title I of the Social Security Act effective after the later of September 2,1974, or the date of first receipt of any benefit provided by this Plan. In the case of a Participant who separates from the service of the Company with a vested benefit and who returns to employment and participation in the Plan, such vested benefit shall not be decreased by reason of any post-separation increase in Social Security benefit levels or wage base effective after September 2,1974, and during separation from service which would decrease the benefits to which the Participant could have been entitled had reemployment not occurred after separation. Payment of Benefits. (a) (i) If the Actuarial Equivalent present value of monthly payments of Retirement Income to any person is less than $5,000, the Committee shall direct payment to such person of the then present value of such Retirement Income in one sum. If the Actuarial Equivalent present value of such payments is $5,000 or more up to $10,000, the Committee shall allow a terminated vested Participant, Spouse or Beneficiary to elect to immediately receive such amount in one sum or in the normal form of benefit set forth in Paragraph 6.02. Additionally, if the Actuarial Equivalent present value of payments to an Alternate Payee pursuant to a valid Qualified Domestic Relations Order (as such t e n s are defined in Code section 414@)) is up to $10,000, the Committee shall allow the Altemate Payee to immediately receive such amount in one sum or in the form of a single life annuity for the Alternate Payee's life. The Participant or Alternate Payee shall be eligible to elect benefits under this subsection (ii) only for the period of time that the Committee sets for benefits offered under this subsection (ii). The consent to payment and waiver of the normal form of benefit, if any, by the Participant and

(ii)

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Spouse, if any, is required in accordance with Code sections 401(a)(11) and 41 7.
(b)

Payment of any benefit for the lifetime of a person will cease with the last payment due on or before the date of death. If the Committee determines that a person entitled to receive any benefit payment is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Trustee to make payments to a legal representative or to a relative or other person for that person's benefit, or to apply the payment for the benefit of such person in such manner as the Committee considers advisable. Any payment of a benefit in accordance with the provisions of this subparagraph will be a complete discharge of any liability to make such payment.

(c)

(d)

h no event shall payments begin later than sixty days after the close of the Plan Year in which the latest of the following occurs: (1) the Participant's attainment of age 65; (2) the termination of the Participant's service with the Company; or (3) the date specified in writing to the Committee by the Participant; provided that such date is not later than the time period prescribed for commencing benefits set forth in Paragraph 5.03(a).

Code Section 40 1(aM17) Emplovees. Each section 401(a)(17) employee's (as hereinafter defined) accrued benefit under this Plan shall be the greater of the accrued benefit determined for the employee under (1) and (2) below: (1) the employee's accrued benefit determined with respect to the benefit formula applicable for a Plan Year beginning on or after January 1, 1994, as applied to the employee's total years of service taken into account under the Plan for the purpose of benefit accruals, or the sum oE (a) the employee's accrued benefit as of the last day of the last Plan Year beginning before January 1, 1994, frozen in accordance with section 1.401(a)(4)-13 of the Treasury regulations, and the employee's accrued benefit determined under the benefit formula applicable for a Plan Year beginning on or after January 1, 1994, as applied to the employee's years of service credited to the employee for Plan Years beginning

(2)

(b)

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on or after January I, 1994, for purposes of benefit accruals.

A section 401(a)(17) employee means an employee whose current accrued benefit as of a date on or after the first day of the Plan Year beginning on or after January 1, 1994, is based on Earnings for a Year beginning prior to the first day of the first Plan Year beginning on or after January 1, 1994, that exceeded $150,000.

In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, for Plan Years beginning on or after January 1,1994, the annual Earnings of each Participant taken into account under the Plan shall not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with section 40 1(a)(17)@3) of the Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determinationperiod) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.
For plan years beginning on or after January 1, 1994, any reference in this Plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit set forth in this provision. If Earnings for any prior determination period are taken into account in determining a Participant's benefits accruing in the current Plan Year, the Earnings for that prior determination period are subject to the OBRA '93 annual compensation limit in effect for that prior determination period. For this purpose, for determinationperiods beginning before the first day of the first Plan Year beginning on or after January 1,1994, the OBRA '93 annual compensation limit is $1 50,000, as adjusted for inflation. Direct Rollovers. (a) Effective January 1, 1993, and notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Paragraph 6.13, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

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(b)

"Eligible rollover distribution" shall mean any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net h unrealized appreciation ~ t respect to employer securities).

(2)

(3)

(c)

"Eligible retirement plan" means 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, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to a Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
A "distributee" includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving Spouse and the Employee's or former Employee's Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former Spouse.

(d)

(e)

A "direct rollover" is a payment by the Plan to the eligible retirement plan specified by the distributee.

S~ecial Rule for Benefits Subsesuent to Januarv 1, 1998. Effective January 1, 1998, the retirement benefit of each Participant, except a Participant noted below, will be calculated in accordance with Article VIA and not Article VI of this Plan. The following Participants will continue to have their retirement benefits calculated under this Article VI or as otherwise specified in the Plan appendices:

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(a)

Each Participant who terminated with a vested benefit prior to December 3 1, 1997 and who does not return to active employment in a position with the Company or a Participating Affiliate that is eligible to receive benefits under Article VIA. Each active Participant as of December 3 1, 1997 who has completed at least five years of Service as of June 30,1998 and who will be at least age 55 as of June 30,1998. Each active Participant as of December 3 1,1997 whose age plus Service in completed years and months as of June 30,1998 totals at least 75. Each Participant who is a member of a collective bargaining unit that has not bargained to receive benefits under Article VIA of the Plan. Each Participant receiving long term disability benefits fiom the Gannett Long Term Disability Plan as of December 3 1,1997 and who does not return to active employment with the Company or a Participating Affiliate in a position that is eligible to receive benefits under Article VIA. Each active Participant employed at the Detroit Newspaper Agency, TNI Partners or The Citizen on or after December 3 1,1997, provided that such Participant is not transferred to a position with the Company or a Participating Affiliate that is eligible to receive benefits under Article VIA. Each Participant who transferred to a nonparticipating Affiliate on or prior to December 3 1, 1997 and who does not return to a position with the Company or a Participating Affiliate that is eligible to receive benefits under Article VIA.

(b)

(c) (d) (e)

(f)

(g)