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

Case 1:03-cv-02671-RPM

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PART II(aa) Appendix A GANNETT CO., INC. RETIREMENT PLAN [CENTRAL NEWSPAPERS, INC. RETIREMENT PLAN) PLAN PROVISIONS This Appendix contains special provisions for employees of McCormick who were hired prior to January 1,2000. 1. Eligibility for Participation: All participants in the McCormick Plan on May 3 1, 1996 become participants in this plan on June 1,1996. All other employees become participants in the plan upon the later of date of hire and attainment of age 21.
2.

Definitions: (a)
(b)

Old Plan Formula: The benefit accrued under the plan as of December 3 1, 1988, plus 1.75% of compensation for each year of service after December 3 1,1988. New Plan Formula: For service after December 3 1, 1999, 1.2% of Final Average Compensation, multiplied by Credited Service after December 3 1, 1999. New Plan Minimum: 1.2% of Final Average Compensation multiplied by years of Credited Service after December 3 1, 1999. Result not less than 1.875% of Final Average Compensation up to $16,224 multiplied by years of Credited Service after December 3 1, 1999.

(c)

3.

Accrued Benefit: The greater of (a) and (b): (a)
(b)

Benefit determined under the Old Plan Formula for all years of service. Benefit determined under the Old Plan Formula for years of service prior to January 1,2000 plus benefit determined under New Plan Formula for years of service after December 3 1, 1999.

4.

Normal Retirement Benefit: (a)
(b)

Eligibility: First of the month coincident with or next following attainment of age 65. Benefit: Accrued Benefit payable in equal monthly installments.

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Gannett Co., Inc. Retirement Plan

PART II(aa) Appendix A (continued)

5.

Early Retirement Benefit: (a)
(b)

Eligibility: First of the month coincident with or next following attainment of age 55 and completion of 10 years of service. Benefit: Accrued Benefit payable in equal monthly installments, reduced if payments commence prior to age 65. (i) If the Accrued Benefit is determined under (3)(a) above, reduction is based on actuarial equivalence factors determined using the UP-1984 Mortality Table and a 6% interest rate. If the Accrued Benefit is determined under 3(b) above, reduction is 1/30 per year for each year prior to age 65.

(ii) 6.

Postponed Retirement Benefit: (a)
(b)

Eli~bilitv:Retirement after attainment of age 65. Benefit: Accrued Benefit payable immediately in equal monthly installments.

7.

Vesting Benefit: (a)
(b)

Eli~bilitv:Completion of 5 years of Continuous Service or attainment of age 65. Benefit: Accrued Benefit payable in equal monthly installments, unreduced at age 65. Early Commencement of Payment: Payments may commence as early as age 55 as follows: (i) If the Accrued Benefit is determined under (3)(a) above, reduction is based on actuarial equivalence factors determined using the UP- 1984 Mortality Table and a 6% interest rate. If the Accrued Benefit is determined under (3)(b) above, reduction is 1115 per year for each of the first 5 years that the benefit commences prior to age 65 plus 1/30 for each of the next 5 years.

(c)

(ii)

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Gannett Co., Inc. Retirement Plan

PART II(aa) Appendix A (continued)

8.

Preretirement Death Benefit: (a)
(b)

Eligibility: 5 or more years of Continuous Service Benefit: (i) Death from vested terminated status: 50% of the benefit payable had the Participant elected a 50% Contingent Annuity, commencing on the I st day of the month on the later of the date of death and the date of the employee's 55th birthday; (ii) Death from active service: Benefit payable at date of death equal to 100 times the monthly accrued benefit which would have been payable at the employee's Normal Retirement Date.

9.

Postretirement Death Benefits: None other than what is provided under normal and optional forms of payment.

10. Normal Form of Payment:
(a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% contingent annuity.

11.

Optional Forms of Payment: (a)
(b)

Life annuity. 5, 10 or 15 year certain and life annuity 50% or 100% contingent annuity

(c)

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PART II(aa) Appendix B GANNETT CO., rNC. RETIREMENT PLAN [CENTRAL NEWSPAPERS, INC. RETIREMENT PLAN) PLAN PROVISIONS This Appendix contains provisions for certain employees of Central Newspapers, Inc. (CNI) who are covered by the pension equity provision of the Gannett Retirement Plan as outlined in Part I. 1. 2. Effective Date: January 1,2002. Eligibility: (a) Participants as of January 1,2002 who are fully vested and at least age 40 will be provided with a one-time choice to elect to continue benefit coverage under the provisions of the former CNI Retirement Plan or elect to participate in the pension equity provisions as modified in this Appendix.

(b) All other participants will have their benefits calculated under the pension equity provisions as modified in this Appendix.
(c) 3. Participants who were part of the one-time choice program that transfer to another location will continue to be covered under the formula chosen at January 1,2002.

Definitions: (a) Starting Percentage: (i) divided by (ii): (i) (ii)
(b)

The Transitional Present Value as of December 3 1,2001 Final Average Compensation as of December 3 1,2001.

Transitional Present Value: The actuarial present value of the participant's Accrued Benefit as of December 3 1,2001 based on: (i) (ii) (iii) (iv) the participant's age as of December 31,2001, the 1983 Group Annuity Mortality table (unisex basis), 5% interest per year, for participants covered under Appendix A of this section, a 10-year certain and life annuity, commencing at the later of age 65 or attained age as of December 3 1,2001,

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Gannett Co., Inc. Retirement Plan

PART II(aa) Appendix B (continued) for participants not covered under Appendix A of this section, a single life annuity, commencing at: (A) Participants Age 55 or greater: the later of age 65 or attained age as of December 31,2001. (B) Participants under Age 55: age 55, with the Accrued Benefit reduced as for terminated vested participants from the CNI Retirement Plan.

(v)

(c) (d) (e)
(f)

A x : Attained age in years and completed months as of December 3 1,2001.

Transition Percentage: The Transition Percentage shall be zero. Accrued Benefit: Benefit as defined in Part I1 (aa.I), without regard to offset for withdrawal of employee contributions, if any, as of December 3 1,2001. Vesting: All participants covered by the provisions of the CNI Retirement Plan will be 100% vested upon attainment of age 55, without regard to years of service under the plan.

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SI-250 PART II(ab) GANNETT CO., INC. RETIREMENT PLAN (PENSION PLAN FOR NON-BARGAINING UNIT EMPLOYEES OF HONOLULU STAR-BULLETIN) PLAN PROVISIONS 1. Effective Date: January 1,1994 as amended through January 1,2000. The plan was spun off from the Hawaii Newspaper Operators and Associated Employers Retirement Plan for NonBargaining Unit Employees. This plan was frozen as of March 15,2001. Eliaible Employee: All employees of the non-bargaining unit. Eliaibilitv for Participation: First day of the month coincident with or next following date of hire. Definitions: (a) Vesting Service: A year is granted for 1,000 hours of service in the 12-month period commencing on date of hire and each anniversary thereof.

2.
3.

4.

(b) Benefit Service: A year is granted for each period of employment while employee is nonbargaining and receiving or entitled to receive compensation or LTD payments. Fulltime employees are credited with 1/12 of a year of Benefit Service for each completed month and 1/30 of a month for each additional day. Part-time employees are credited with 1/12 of a year for each 162.5 hours of service. In general, periods of employment with a nonparticipating affiliate do not count as Benefit Service unless otherwise specifically stated.
(c) Compensation: Total cash payments paid to an employee including salary, wages and bonuses, vacation and holiday pay, sick pay, pay received during any leave of absence, and temporary disability payments. Excluded are workers' compensation payments plus any additional pay, such as buy-out incentives. Final Average Monthly Compensation: Average of the participant's Compensation during the 60 highest consecutive months out of the last 120 months, but not less than the salary from March 18,1985 through March 17,1986. Norrnal Retirement Date: First of the month coincident with or next following attainment of age 65.

(d)

(e) 5.

Miniinum Benefit (For Participants with Prior Benefit Service Under the Advertiser or Persis Non-Bargaining Unit Retirement Plan): 1.75% of Final Average Monthly Compensation, multiplied by years of Benefit Service, including Benefit Service earned under the Retirement Plan for Non-Bargaining Unit Employees of Advertiser Publishing Company, Ltd. and the Persis Corporation and Associated Employers Retirement Plan for Non-Bargaining Unit Employees, less retirement income payable under the Advertiser and Persis plans.

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Gannett Co., Inc. Retirement Plan 6. Accrued Benefit is the greatest of (a), (b) or (c), if applicable: (a)
(b)

PART II(ab) (continued)

Accrued Benefit as of March 3 1, 1984; 1.75% of Final Average Monthly Compensation multiplied by years of Benefit Service; Minimum Benefit.

(c) 7.

Normal Retirement Benefit: (a)
(b)

Eligibility: Retirement on Normal Retirement Date. Monthly Benefit: Accrued Benefit payable immediately.

8.

Early Retirement Benefit; (a)
(b)

Eligibility: First of the month coincident with or next following age 55. Monthlv Benefit: Accrued benefit reduced 113% for each month payment commences prior to age 65.

9.

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after Normal Retirement Date. Monthly Benefit: The greater of (i) and (ii), where (i) The Accrued Benefit calculated with Benefit Service and Final Average Monthly Compensation as of the Postponed Retirement Date; (ii) The Accrued Benefit on Normal Retirement Date, actuarially increased to Postponed Retirement Date. The actuarial increase is determined using the 1994 GAR Unisex Mortality Table and 7% interest for periods of service commencing on or after January 1,2006 (Unisex Pension 1984 Mortality Table setback two years and an interest rate of 6.5% per year for periods of service prior to January 1,2006).

(c) 10.

Time of Pavment: Any first of the month coincident with or next following Postponed Retirement.

Termination Benefit: (a) Eligibility: Five years of Vesting Service or attainment of age 55.

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PART II(ab) (continued)

(b)

Benefit: (i) If accumulated contributions remain in the plan, then the benefit equals the Accrued Benefit. (ii) If accumulated contributions are withdrawn, then the benefit equals the Accrued Benefit, except that the period of Employment prior to July 1, 1974 is excluded from Benefit Service.

(c) 11.

Time of Payment: Any time after eligibility for Early Retirement, reduced if payment commences prior to age 65.

Disability Retirement Benefit: (a) Eligibility: Totally and permanently disabled while an active employee with 15 years of Vesting Service and not receiving or eligible to receive benefits under the long term disability plan of the company. Monthly Benefit: Accrued Benefit based on Benefit Service and Final Average Monthly Compensation as of the Disability Retirement Date. Time of Payment: First day of the month immediately following the later of completion of six consecutive months of disability or the date the disability was established.

(b)

(c) 12.

Preretirement Spouse's Benefit: (a)
(b)

EliFzibilitv: Earlier of age 55 or completion of five years of Vesting Service. Benefit: One-half of the Accrued Benefit, payable as an actuarially equivalent 50% Joint and Survivor annuity, assuming the employee terminated on date of death, survived to the date payments commence and retired on that date. Time of Payment: The deceased employee's Normal Retirement Date, or, if elected, a reduced annuity is payable anytime after the date the employee would have attained age 55.

(c) 13.

Employee Contributions: As of July 1, 1974, no employee contributions were required or permitted.

14.

Normal Form of Payment: (a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% Joint and Survivor annuity.

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Gannett Co., Inc. Retirement Plan

PART II(ab) (continued)

15. Optional Forms of Payment: Single life annuity; 50%, 66 213% and 100% Joint and Survivor annuity; level income annuity. 16. Maximums on Benefits and Pay: All benefits and pay used in any plan year may not exceed the maximum limitations for that year as defined by the Internal Revenue Code. Such dollar limitations increase automatically as they become effective. 17. Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), payment will be made in the form of a lump sum. The present value is calculated using the interest rate on 30-year Treasury Securities specified for the month of November in the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. 18. Minimum Distribution Requirements: Payment of any participant's pension benefit shall commence not later than the April 1 of the calendar year following the calendar year in which the participant attains age 70 112. 19. Cessation of Benefit Accruals: Effective March 15,2001, all benefits under the plan are fkozen and participants will not accrue additional benefits under the Plan. In addition, all participants who are active employees on March 14,2001 will be 100% vested in the Plan.

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PART II(ac) GANNETT CO., INC. RETIREMENT PLAN [PENSION PLAN FOR BARGAINING UNIT EMPLOYEES OF HONOLULU STAR-BULLETIN) PLAN PROVISIONS

1. Effective Date: January 1, 1994 as amended through January 1,2000. The plan was spun off fiom the Hawaii Newspaper Operators and Associated Employers Retirement Plan for Bargaining Unit Employees. This plan was frozen as of March 15,2001. 2.
3.

Eligibility for Participation: First day of the month coincident with or next following completion of one year of Vesting Service. Definitions: (a) Vesting Service: A year is credited for each 12-month period commencing on hire date or any anniversary thereof during which the participant was continuously employed. No such 12-month period ending after December 3 1, 1975 will be excluded if the participant has at least 1,000 Hours of Service during that period. Benefit Service: The period of employment during which the participant was enrolled in the Plan and received or was entitled to receive compensation. Benefit Service prior to January 1, 1976 is credited according to the provisions in effect on December 3 1, 1975. In general, periods of employment with a nonparticipating affiliate do not count as Benefit Service unless otherwise specifically stated. Compensation: Total cash payments paid to an employee including straight time, premium and night shift pay, holiday and vacation pay, sick pay, pay during approved leave of absence, and temporary disability income payments. Excluded for this purpose are overtime pay, LTD plan payments, workers' compensation payments and any other additional compensation.

(b)

(c)

(d) Average Monthly Compensation: Average of a participant's Compensation during any 12month period for which such average is calculated. (e) 4. Normal Retirement Date: First of the month coincident with or next following attainment of age 65 or the second anniversary of plan participation, if later.

Minimum Benefit: (a)
(b)

Eligibility: Participant in the plan fioin initial eligibility until at least age 55. Monthly Benefit: $6.00 per year of Benefit Service, less any retirement income payable fiom the Retirement Plan for Non-Bargaining Unit Employees of Advertiser Publishing Company, Ltd.

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Gannett Co., Inc. Retirement Plan
5.

PART II(ac) (continued)

Accrued Benefit: (a) Prior to April 1, 1986: The benefit is the greater of the sum of the Past Service Benefit and the Future Service Benefit or the Minimum Pension. Past Service Benefit is greater of (1) or (2):

I

(1) The benefit accrued under the predecessor plan as of December 3 1,1973; (2) 1% of the Average Monthly Compensation in 1973 up to $500, plus 1.5% of Average Monthly Compensation in 1973 in excess of $500, multiplied by years of Benefit Service prior to January 1, 1974, reduced by any retirement income payable from the Retirement Plan for Non-Bargaining Unit of Advertiser Publishing Company, Ltd.

Future Service Benefit: 1.5% of Average Monthly Compensation up to $1,100, plus 2% of Average Monthly Compensation in excess of $1,100 for each year of Benefit Service after January 1,1974. Minimum Pension: Minimum Benefit defined above.
(b)

On and After April 1,1986: The benefit is the sum of the Past Service Benefit and the Future Service Benefit. Past Service Benefit is greater of (1) or (2): (1) The benefit accrued under the predecessor plan as of March 3 1, 1986; (2) 1.5% of Average Monthly Compensation fi-om March 18, 1985 through March 17,1986 times Benefit Service as of March 3 1,1986.

Future Service Benefit: 1-5% of Average Monthly Compensation up to $1,100, plus 2% of Average Monthly Compensation in excess of $1,100 for each year of Benefit Service from April 1,1986 through December 3 1, 1989, plus 2% of Average Monthly Compensation for each year of Benefit Service after January 1,1990. 6. Normal Retirement Benefit: (a)
(b)

Eligibility: Retirement on Normal Retirement Date. Monthly Benefit: Accrued Benefit payable immediately.

7.

Early Retirement Benefit: (a)
(b)

I

Eligibility: First of the month coincident with or next following age 55. Monthly Benefit: Accrued benefit reduced 113% for each month payment commences prior to Normal Retirement Date.

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Gannett Co., Inc. Retirement Plan
8.

PART II(ac) (continued)

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after Normal Retirement Date. Monthly Benefit: The greater of (i) and (ii), where (i) The Accrued Benefit calculated with Benefit Service and Average Monthly Compensation as of the Postponed Retirement Date; (ii) The Accrued Benefit on Normal Retirement Date, actuarially increased to Postponed Retirement Date. The actuarial increase is determined using the 1994 GAR Unisex Mortality Table and 7% interest for periods of service commencing on or after January 1,2006 (Unisex Pension 1984 Mortality Table setback two years and an interest rate of 6.5% per year for periods of service prior to that date).

(c)

Time of Payment: Any first of the month coincident with or next following Postponed Retirement.

9.

Termination Benefit: (a)
(b)

Eligbilitv: Five years of Vesting Service or attainment of age 55. Benefit: (i) If accumulated contributions remain in the plan, then the benefit equals the Accrued Benefit. (ii) If accumulated contributions are withdrawn, then the benefit equals the Accrued Benefit less the portion derived fiom the accumulated contributions.

(c]

Time of Payment: Any time after eligibility for Early Retirement, reduced if payment commences prior to age 65.

10. Disability Benefit: (a) Eligbility: Totally and permanently disabled while an active employee with 15 years of Vesting Service and not receiving or eligible to receive benefits under the long term disability plan of the company. Monthly Benefit: Accrued Benefit based on Benefit Service and Average Monthly Compensation to the Disability Retirement Date. If the participant is not receiving Social Security Disability Income, this benefit shall not be less than $60 per month. Time of Payment: First day of the month immediately following the later of completion of six consecutive months of disability or the date the disability was established.

(b)

(c)

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Gannett Co., Inc. Retirement Plan 11. Preretirement Spouse's Benefit: (a)
(b)

PART II(ac) (continued)

Eli~bilitv:Earlier of age 55 or completion of five years of Vesting Service. Benefit: One-half of the Accrued Benefit, payable as an actuarial equivalent 50% Joint and Survivor annuity, assuming the participant terminated on date of death, survived to the date payments commence and retired on that date. Time of payment: The deceased participant's Normal Retirement Date, or, if elected, a reduced annuity is payable anytime after the date the participant would have attained age 55.

(c)

12. Employee Contributions: were as follows (on an annual basis): (a)
(b)

From April 15, 1974 to March 17,1976: 1.50% of compensation up to $3,000 plus 2.75% of the excess; From March 18, 1976 to March 17, 1982: 0.50% of compensation up to $3,000 plus 1.00% of the excess; From March 18, 1982 to March 17, 1984: 0.25% of compensation up to $3,000 plus 0.50% of the excess; From March 18, 1984 on: no contributions.

(c)
(d)

13. Normal Form of Payment: (a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% Joint and Survivor annuity.

14.

Optional Forms of Payment: Single life annuity; 50%, 66 213% and 100% Joint and Survivor annuity; level income annuity.

15. Maximums on Benefits and Pay: All benefits and pay used in any plan year may not exceed the maximum limitations for that year as defined by the Internal Revenue Code. Such dollar limitations increase automatically as they become effective. 16. Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), payment will be made in the form of a lump sum. The present value is calculated using the interest rate on 30-year Treasury Securities specified for the month of November in the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. 17. Minimum Distribution Requirements: Payment of any participant's pension benefit shall commence not later than the April 1 of the calendar year following the calendar year in which the participant attains age 70 112.

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Gannett Co., Inc. Retirement Plan 18.

PART II(ac) (continued)

Cessation of Benefit Accruals: Effective March 15,2001, all benefits under the plan are fiozen and participants will not accrue additional benefits under the Plan. In addition, all participants who are active employees on March 14,2001 will be 100% vested in the Plan.

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PART II(ad) GANNETT CO.. INC. RETIREMENT PLAN (PENSION PLAN FOR BARGAINING UNIT EMPLOYEES OF HAWAII NEWSPAPER AGENCY) PLAN PROVISIONS

1.

Effective Date: October 1, 1963 as amended through January 1,2000. The plan was spun off fi-om the Hawaii Newspaper Operators and Associated Employers Retirement Plan for Bargaining Unit Employees. Eligibility for Participation: First day of the month coincident with or next following completion of one year of Vesting Service. Definitions: (a) Vesting; Service: A year is credited for each 12-month period commencing on hire date or any anniversary thereof during which the employee was continuously employed. No such 12-month period ending after December 3 1, 1975 will be excluded if the employee has at least 1,000 Hours of Service during that period. Benefit Service: The period of employment during which the employee was a participant in the Plan and received or was entitled to receive compensation. Benefit Service prior to January 1, 1976 is credited according to the provisions in effect on December 3 1, 1975. In general, periods of employment with a nonparticipating affiliate do not count as Benefit Service unless otherwise specifically stated. compensation: Total cash payments paid to an employee including straight time, premium and night shift pay, holiday and vacation pay, sick pay, pay during approved leave of absence, and temporary disability income payments. Excluded for this purpose are overtime pay, LTD plan payments, workers' compensation payments and any other additional compensation. Average Monthly Compensation: Average of a participant's Compensation during any 12month period for which such average is calculated. Normal Retirement Date: First of the month coincident with or next following attainment of age 65 or the second anniversary of plan participation, if later.

2. 3.

(b)

(c)

(d) (e) 4.

Minimnuin Benefit: (a)
(b)

Eli~bilitv:Participant in the Plan froin initial eligibility until at least age 55. Monthly Benefit: $6.00 per year of Benefit Service, less any retirement income payable fi-om the Retirement Plan for Non-Bargaining Unit Employees of Advertiser Publishing Colnpany, Ltd.

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Gannett Co., Inc. Retirement Plan 5. Accrued Benefit: (a)

PART II(ad) (continued)

Prior to April 1, 1986: The benefit is the greater of the sum of the Past Service Benefit and the Future Service Benefit or the Minimum Pension. Past Service Benefit is greater of (1) or (2): (1) The benefit accrued under the predecessor plan as of December 31, 1973; (2) 1% of the Average Monthly Compensation in 1973 up to $500, plus 1.5% of Average Monthly Compensation in 1973 in excess of $500, multiplied by Years of Benefit Service prior to January 1,1974, reduced by any retirement income payable fiom the Retirement Plan for Non-Bargaining Unit of Advertiser Publishing Company, Ltd.

Future Service Benefit: 1.5% of Average Monthly Compensation up to $1,100, plus 2% of Average Monthly Compensation in excess of $1,100 for each year of Benefit Service after January 1,1974. Minimum Pension: Minimum Benefit defined above.
(b)

On and After April 1,1986: The benefit is the sum of the Past Service Benefit and the Future Service Benefit. Past Service Benefit is greater of (1) or (2): (1) The benefit accrued under the predecessor plan as of March 3 1, 1986; (2) 1.5% of Average Monthly Compensation fi-om March 18, 1985 through March 17, 1986 times Benefit Service as of March 3 1,1986.

Future Service Benefit: 1-5% of Average Monthly Compensation up to $1,100, plus 2% of Average Monthly Compensation in excess of $1,100 for each year of Benefit Service from April 1, 1986 through December 3 1, 1989, plus 2% of Average Monthly Compensation for each year of Benefit Service after January 1,1990. 6. Normal Retirement Benefit: (a)
(b)

Eligibility: Retirement on Nonnal Retirement Date. Monthly Benefit: Accrued Benefit payable immediately.

7.

Early Retirement Benefit: (a)
(b)

Eli~bilitv:First of the inonth coincident with or next following age 55. Monthly Benefit: Accrued benefit reduced 113% for each inonth payment commences prior to Normal Retirement Date.

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Gannett Co., Inc. Retirement Plan

PART II(ad) (continued)

8.

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after Normal Retirement Date. Monthly Benefit: The greater of (i) and (ii), where (i) The Accrued Benefit calculated with Benefit Service and Average Monthly Compensation as of the Postponed Retirement Date; (ii) The Accrued Benefit on Normal Retirement Date, actuarially increased to Postponed Retirement Date. The actuarial increase is determined using the 1994 GAR Unisex Mortality Table and an interest rate of 7% for periods of service commencing on or after January 1,2006 (Unisex Pension 1984 Mortality Table setback two years and an interest rate of 6.5% per year for periods of service prior to that date).

(c)
9.

Time of Pavment: Any first of the month coincident with or next following Postponed Retirement.

Termination Benefit: (a)
(b)

Elinibilitv: Five years of Vesting Service or attainment of age 55. Benefit: (i) If accumulated contributions remain in the plan, then the benefit equals the Accrued Benefit. (ii) If accumulated contributions are withdrawn, then the benefit equals the Accrued Benefit less the portion derived fiom the accumulated contributions.

(c)

Time of Payment: Any time after eligibility for Early Retirement, reduced if payment commences prior to age 65.

10. Disability Benefit: (a) Elifibilitv: Totally and permanently disabled while an active employee with 15 years of Service and not receiving or eligible to receive benefits under the long tenn disability plan of the company. Monthly Benefit: Accrued Benefit based on Benefit Service and Average Monthly Compensation to the Disability Retirement Date. If the participant is not receiving Social Security Disability Income, this benefit shall not be less than $60 per month. Tiine of Pavment: First day of the month immediately following the later of completion of six consecutive months of disability or the date the disability was established.

(b)

(c)

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Gannett Co., Inc. Retirement Plan 11. Preretirement Spouse's Benefit: (a)
(b)

PART II(ad) (continued)

Elifibilitv: Earlier of age 55 or completion of five years of Vesting Service. Benefit: One-half of the Accrued Benefit, payable as an actuarially equivalent 50% Joint and Survivor annuity, assuming the participant terminated on date of death, survived to the date payments commence and retired on that date. The deceased participant's Normal Retirement Date, or, if elected, a reduced annuity is payable anytime after the date the participant would have attained age 55.

(c) 12.

Employee Contributions: were as follows (on an annual basis): (a)
(b)

From April 15, 1974 to March 17, 1976: 1.50% of compensation up to $3,000 plus 2.75% of the excess; From March 18, 1976 to March 17, 1982: 0.50% of compensation up to $3,000 plus 1.00% of the excess; From March 18, 1982 to March 17,1984: 0.25% of compensation up to $3,000 plus 0.50% of the excess;

(c)

(d) From March 18, 1984 on: no contributions. 13. Normal Form of Paytnent: (a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% Joint and Survivor annuity.

14. 15.

Optional Forms of Pament: Single life annuity; 50%, 66 213% and 100% Joint and Survivor annuity; level income annuity. Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), payment will be made in the form of a lump sum. The present value is calculated using the interest rate on 30-year Treasury Securities specified for the month of November in the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table.

16. Maximums on Benefits and Pay: All benefits and pay used in any plan year may not exceed the maximum limitations for that year as defined by the Internal Revenue Code. Such dollar limitations increase automatically as they become effective. 17. Minimum Distribution Requirements: Payment of any participant's pension benefit shall commence not later than the April 1 of the calendar year following the calendar year in which the participant attains age 70 112.

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GANNETT CO., INC. RETIREMENT PLAN (PENSION PLAN FOR BARGAINING UNIT EMPLOYEES OF HONOLULU ADVERTISER) PLAN PROVISIONS

1. 2.

Effective Date: January 1, 1964, as amended through January 1,2000. Eligibility for Participation: First day of the month coinciding with or next following one year of Vesting Service. Prior to January 1, 1988, employees age 63 or over were not eligible to participate in the plan. Definitions: (a) Vesting Service: A year is credited for each 12-month period commencing on hire date or any anniversary thereof during which the employee was continuously employed. No such 12-month period ending after December 3 1, 1975 will be excluded if the employee has at least 1,000 Hours of Service during that period. Benefit Service: The period of employment during which the employee was a participant in the Plan and received or was entitled to receive compensation. Benefit Service prior to January 1, 1976 is credited according to the provisions in effect on December 3 1, 1975. In general, periods of employment with a nonparticipating affiliate do not count as Benefit Service unless otherwise specifically stated. Compensation: Total cash payments paid to an employee including straight time, premium and dight shift pay, holiday and vacation pay, sick pay, pay during approved leave of absence, and temporary disability income payments. Excluded for this purpose are overtime pay, LTD plan payments, workers' compensation payments and any other additional compensation. Average Monthly Compensation: Average of a participant's Compensation during any 12month period for which such average is calculated. Normal Retirement Date: First of the month coincident with or next following attainment of age 65 or the second anniversary of plan participation, if later.

3.

(b)

(c)

(d) (e)

4.

Minimuin Benefit: (a)
(b)

Eli~bilitv:Participant in the plan from initial eligibility until at least age 55. Monthly Benefit: $6.00 per year of Benefit Service.

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Gannett Co., Inc. Retirement Plan 5. Accrued Benefit: (a)

PART II(ae) (continued)

Prior to April 1, 1986: The benefit is the greater of the sum of the Past Service Benefit and the Future Service Benefit or the Minimum Pension. Past Service Benefit is greater of (1) or (2): (1) The benefit accrued under the predecessor plan as of December 3 1, 1973; (2) 1% of the Average Monthly Compensation in 1973 up to $500, plus 1.5% of Average Monthly Compensation in 1973 in excess of $500, multiplied by years of Benefit Service prior to January 1, 1974.

Future Service Benefit: 1.5% of Average Monthly Compensation up to $1,100, plus 2% of excess of $1,100 for each year of Benefit Service after January 1, 1974. Miniinum Pension: Minimum Benefit defined above.
(b)

On and After April 1,1986: The benefit is the sum of the Past Service Benefit and the Future Service Benefit. Past Service Benefit is greater of (1) or (2): (1) (2) The benefit accrued under the predecessor plan as of March 3 1, 1986; 1.5% of Average Monthly Compensation fkom March 18, 1985 through March 17, 1986 times Benefit Service as of March 3 1,1986.

Future Service Benefit: 1.5% of Average Monthly Compensation up to $1,100, plus 2% of Average Monthly Compensation in excess of $1,100 for each year of Benefit Service fiom April 1, 1986 to December 3 1,1989, plus 2% of Average Monthly Compensation for each year of Benefit Service after January 1, 1990.
6.

Normal Retirement Benefit: (a)
(b)

Eligibility: Normal Retirement Date. Monthly Benefit: Accrued Benefit payable immediately.

7.

Early Retirement Benefit: (a)
(b)

Elirzibility: First of the month coincident with or next following age 55. Monthly Benefit: Accrued benefit reduced 113% for each month payments commence prior to Normal Retirement Date.

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Gannett Co., Inc. Retirement Plan 8. Postponed Retirement Benefit: (a)
(b)

PART II(ae) (continued)

Eligibility: Retirement after Normal Retirement Date. Monthly Benefit: The greater of (i) and (ii), where (i) The Accrued Benefit calculated with Benefit Service and Average Monthly Compensation as of the Postponed Retirement Date; (ii) The Accrued Benefit on Normal Retirement Date, actuarially increased to Postponed Retirement Date. The actuarial increase is determined using the 1994 GAR Unisex Mortality Table and an interest rate of 7% for periods of service commencing on or after January 1,2006 (the Unisex Pension 1984 Mortality Table setback two years and an interest rate of 6.5% per year for periods of service prior to that date).

(c)
9.

Time of Pawent: Any first of the month coincident with or next following Postponed Retirement.

Termination Benefit: (a)
(b)

Elinibilitv: Five years of Vesting Service or attainment of age 55. Benefit: (i) If accumulated contributions remain in the plan, then the benefit equals the Accrued Benefit. (ii) If accumulated contributions are withdrawn, then the benefit equals the Accrued Benefit less the portion derived fiom the accumulated contributions.

(c)

Time of Pavment: Any time after eligibility for Early Retirement, reduced if payment commences prior to age 65.

10. Disability Benefit: (a) Eli~bilitv:Totally and permanently disabled while an active employee with 15 Years of Vesting Service and not receiving or eligible to receive benefits under the long term disability plan of the company. Monthly Benefit: Accrued Benefit based on Benefit Service and Average Monthly Compensation to the Disability Retirement Date. If the participant is not receiving Social Security Disability Income, this benefit shall not be less than $60 per month. Time of Payment: First day of the month immediately following the later of completion of six consecutive months of disability or the date the disability was established.

(b)

(c)

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Gannett Co., Inc. Retirement Plan 11. Preretirement Spouse's Benefit: (a)
(b)

PART II(ae) (continued)

Eli~bility:Earlier of age 55 or completion of five years of Vesting Service. Benefit: One-half of the Accrued Benefit, payable as an actuarially equivalent 50% Joint and Survivor annuity, assuming the participant terminated on date of death, survived to the date payments commence and retired on that date. The deceased participant's Normal Retirement Date, or, if elected, a reduced annuity is payable anytime after the date the participant would have attained age 55.

(c) 12.

Employee Contributions: were as follows (on an annual basis): (a)
(b)

From April 15, 1974 to March 17, 1976: 1.50% of compensation up to $3,000 plus 2.75% of the excess; From March 18, 1976 to March 17, 1982: 0.50% of compensation up to $3,000 plus 1.00% of the excess; From March 18, 1982 to March 17, 1984: 0.25% of compensation up to $3,000 plus 0.50% of the excess; From March 18, 1984 on: no contributions.

(c) (d)

13. Normal Form of Payment: (a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% Joint and Survivor annuity.

14. 15.

Optional Forms of Payment: Single life annuity; 50%, 66 213% and 100% Joint and Survivor annuity; level income annuity. Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 (prior to June 1,2005, $5, OOO), payment will be made in the form of a lump sum. The present value is calculated using the interest rate on 30-year Treasury Securities specified for the month of November in the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table.

16. Maximums on Benefits and Pay: All benefits and pay used in any plan year may not exceed the maximum limitations for that year as defined by the Internal Revenue Code. Such dollar limitations increase automatically as they become effective. 17. Minimuin Distribution Requirements: Payment of any participant's pension benefit shall commence not later than the April 1 of the calendar year following the calendar year in which the participant attains age 70 112.

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PART II(af) GANNETT CO., INC. RETIREMENT PLAN (PENSION PLAN FOR NON-BARGAINING UNIT EMPLOYEES OF HAWAII NEWSPAPER AGENCY) PLAN PROVISIONS

I

1. 2. 3.

Effective Date: January 1, 1964, as amended through January 1,2000. Eligibility for Participation: First day of the month coincident with or following the date of hire. Definitions: (a)
(b)

Vesting Service: A year is credited for 1,000 hours of service in the 12-month period commencing on the date of hire and each anniversary thereof. Benefit Service: A year is credited for each period of employment while employee is receiving or entitled to receive compensation or LTD payments. Full-time employees are credited with 1/12 of a year of Benefit Service for each completed month and 1/30 of a month for each additional day. Part-time employees are credited with 1/12 of a year for each 162.5 hours of service. In general, periods of employment with a nonparticipating affiliate do not count as Benefit Service unless otherwise specifically stated. Compensation: Total cash payments paid to an employee including salary, wages and bonuses, vacation and holiday pay, sick pay, pay received during any leave of absence, and temporary disability payments. Excluded are workers' compensation payments plus any additional pay, such as buy-out incentives. Final Average Monthly Compensation: Average of the participant's Compensation during the 60 highest consecutive months out of the last 120 months, but not less than the salary fkom March 18,1985 through March 17,1986. Normal Retirement Date: First of the month coincident with or next following attainment of age 65.

(c)

(d)
-

(e) 4.

Accrued Benefit: (a)
(b)

1.75% of Final Average Monthly Compensation, multiplied by years of Benefit Service. For employees with prior service under the Persis Non-Bargaining Unit Retirement Plan on January 29, 1993 who became participants of this plan on January 1, 1994: 1.75% of Final Average Monthly Compensation, multiplied by years of Benefit Service on or after January 30, 1993, plus the benefit accrued under the Persis Corporation and Associated Employers Retirement Plan for Non-Bargaining Unit Employees.

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Gannett Co., Inc. Retirement Plan 5. Normal Retirement Benefit: (a)
(b)

PART II(af) (continued)

Eligibility: Normal Retirement Date. Monthly Benefit: Accrued Benefit payable immediately.

6.

Early Retirement Benefit: (a)
(b)

Eligibility: First of the month coincident with or next following age 55. Monthly Benefit: Accrued Benefit reduced 113% for each month payments commence prior to age 65.

7.

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after Normal Retirement Date. Monthly Benefit: The greater of (i) and (ii), where (i) The Accrued Benefit calculated with Benefit Service and Final Average Monthly Compensation calculated as of the Postponed Retirement Date; (ii) The Accrued Benefit on Normal Retirement Date increased to Postponed Retirement Date. The actuarial increase is determined using the 1994 GAR Unisex Mortality Table and an interest rate of 7% for periods of service commencing on or after January 1,2006 (Unisex Pension 1984 Mortality Table setback two years and an interest rate of 6.5% per year for periods of service prior to that date).

(c) 8.

Time of Payment: Any first of the month coincident with or next following Postponed Retirement.

Termination Benefit: (a)
(b)

Eligibility: Five years of Vesting Service or attainment of age 55. Benefit: (i) If accuinulated contributions remain in the plan, then the benefit equals the Accrued Benefit. (ii) If accuinulated contributions are withdrawn, then the benefit equals the Accrued Benefit less the portion derived from the accumulated contributions.

(c)

Time of Payment: Any time after eligibility for Early Retirement, reduced if payment commences prior to age 65.

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Gannett Co., Inc. Retirement Plan 9. Disability Benefit: (a)

PART II(af) (continued)

Eli~bilitv:Totally and permanently disabled while an active employee with 15 Years of Service and not receiving or eligible to receive benefits under the long term disability plan of the company. Monthly Benefit: Accrued Benefit based on Benefit Service and Final Average Monthly Compensation to the Disability Retirement Date. Time of Pawent: First day of the month immediately following the later of completion of six consecutive months of disability or the date the disability was established.

(b)

(c)

10. Preretirement Spouse's Benefit: (a)
(b)

Eli~bilitv:Earlier of age 55 or completion of five years of Vesting Service. Benefit: One-half of the Accrued Benefit, payable as an actuarially equivalent 50% Joint and Survivor annuity, assuming the participant terminated on date of death, survived to the date payments commence and retired on that date. Time of Pavment: The deceased participant's Normal Retirement Date, or, if elected, a reduced annuity is payable anytime after the date the employee would have attained age 55.

(c)

11. Employee Contributions: As of July 1, 1974, no employee contributions were required or permitted. 12. Normal Form of Payment:

(a)
(b)

Single Members: Life annuity. Married Members: Actuarial equivalent 50% Joint and Survivor annuity.

13.

Optional Forms of Payment: Single life annuity; 50%, 66 213% and 100% Joint and Survivor annuity; level income annuity.

14. Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), payment will be made in the form of a lump sum. The present value is calculated using the interest rate on 30-year Treasury Securities specified for the month of November in the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. 15. Maximums on Benefits and Pay: All benefits and pay used in any plan year may not exceed the maximum limitations for that year as defined by the Internal Revenue Code. Such dollar limitations increase automatically as they become effective.

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Gannett Co., Inc. Retirement Plan

PART II(af) (continued)

16. Minimum Distribution Requirements: Payment of any participant's pension benefit shall commence not later than the April 1 of the calendar year following the calendar year in which the participant attains age 70 112.

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PART II(ag) GANNETT CO., INC. RETIREMENT PLAN (OBSERVER & ECCENTRIC NEWSPAPERS PENSION PLAN FOR EMPLOYEE MEMBERS OF LOCAL 22 OF THE NEWSPAPER GUILD) flomeTown Communications Network, Inc.) PLAN PROVISIONS 1.
2.

Effective Date: May 15, 1997. This plan was merged into the Gannett Retirement Plan effective December 3 1,2005. Elifibilitv for Participation: Employee members of the above collective bargaining unit or coincident with employed at the Observer and Eccentric Newspaper, on the January lSt July lSt or following the later of completion of one year of Vesting Service or attainment of age 21. All active participants in the HomeTown Suburban Communications Corporation Pension Plan (SCC Plan) as of the Effective Date shall be immediately eligible to participate in this plan as of the Effective Date. If an Employee not eligible for this plan becomes employed in an eligible position, participation is immediate if age and service conditions have been met. Definitions:
(a)

3.

Plan Year: The initial plan year is May 15, 1997 through December 3 1,1997. Subsequent plan years are the 12-month periods commencing each January 1. For purposes of determining Vesting and Benefit Service below, the calendar years prior to January 1, 1998 are deemed to be "Plan Years". Vesting Service: A year of Vesting Service is earned for each Plan Year, including periods prior to the effective date, in which an employee is credited with 1,000 hours of service. For service prior to December 3 1, 1994, Vesting Service is determined under the terms of the SCC Plan. Participants become 100% vested upon attainment of Normal Retirement Age. Benefit Service: A year is Benefit Service is earned for each Plan Year, including periods prior to the effective date but after December 3 1, 1994, in which an employee is credited with 1,000 hours of service. Normal Retirement Age: A participant's 65&birthday. Normal Retirement Date: First of the month coincident with or next following Normal Retirement Age. Actuarial Equivalent: For purposes of determining optional forms of payment other than a lunp sum or any other form other than a non-decreasing annuity, and for determining postponed retirement benefits, 7% interest and the 1994 GAR Unisex Mortality Table (6% interest and the UP84 Unisex Mortality table prior to January 1,2006, and for all periods of service prior to that date and subsequent to December 3 1,1994 for determining postponed retirement benefits; other basis were in effect prior to January 1, 1995.).

(b)

(c)

(d) (e)
(f)

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Gannett Co., Inc. Retirement Plan

PART II(ag) (continued)

(ii) For purposes of determining lump sums or any other form of payment other than a nondecreasing annuity, 30-year Treasury rates in effect during November of the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. In determining lump sum values, benefits are assumed payable at the later of normal or actual retirement age unless the participant retires early from active employment and receives an immediate annuity or if an immediate annuity is payable to a beneficiary. 4. Basic Pension Benefits: (a)
(b)

Eligibility: Normal Retirement Date. Pros~ective Benefit: (i) plus (ii) plus (iii) plus (iv), payable monthly: (i) (ii) Monthly accrued benefit earned under the SCC plan as of December 3 1, 1994. $30 multiplied by years of Benefit Service earned January 1, 1995 through December 31, 1998.

(iii) $3 1 multiplied by years of Benefit Service earned January 1,1999 through December 31, 1999. (iv) $32 multiplied by years of Benefit Service earned subsequent to December 3 1, 1999. 5. Basic Vested Benefits: (a)
(b)

Eligibility: Five years of Vesting Service. Prospective Benefit: Benefit calculated as in 4(b) above based on Benefit service at termination, reduced 6110th~ 1% for each month payments commence prior to age 65. of

6.

Basic Early Retirement Benefits:
(a)

Eligibility: First of the month coincident with or next following age 60 and completion of 5 Years of Vesting Service. Prospective Benefit: Benefit calculated as in 4(b) above based on Benefit service at termhation, reduced 6110th~ 1% for each month payments commence prior to age 65. of

(b)

7.
8.

Disability Benefits: None other than those payable upon termination, if vested. Preretirement Death Benefits: (a) Eligibility: Benefit payable to surviving spouse of a vested participant who dies prior to commencing benefits, without having elected a waiver of such coverage. Prospective Benefit for Deaths on or After Attainment of Early Retirement Eligibility: The benefit that would have been payable under the 50% joint and survivor option had the participant retired early on the first of the month following or coincident with the date of death.

(b)

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Gannett Co., Inc. Retirement Plan

PART I1 (ag) (continued)

(c)

Prospective Benefit for Deaths Prior to Attainment of Early Retirement Eliiribilitv: The benefit that would have been payable under the 50% joint and survivor option if the participant had separated from service on date of death (for participants in active service at death), survived to the earliest retirement date, retired on such date, and then died. Timing of Payments: Unless otherwise elected, not later than what would have been the participant's Normal Retirement Date. Spouse may elect commencement at any time on or of after participant's earliest retirement date, but not later than December 3 lSt the year in of which the participant would have attained age 70 112, or if later, December 3 lSt the calendar year immediately following the calendar year in which the participant died. Reduction for Automatic Coverage: 1115othof 1% for each complete month the coverage is in effect, commencing with the later of (1) the first day of the Plan Year in which the participant attains age 35, or (2) January 1, 1985, and ending with the earlier of (3) the first day of the month following attainment of age 60, or (4) the participant's date of death.

(d)

(e)

9.

Basic Postponed Retirement Benefits: Benefit calculated as in 4(b) above based on service at actual retirement, but not less than the benefit accrued to the end of the immediately prior plan year, actuarially increased to actual retirement date based on the Actuarial Equivalence definition above in item (3) of this Section (ag). Employee Contributions: None.

10.

11. Normal and Optional Forms of Payment: Normal form for unmarried participants is a single life annuity. Married participants receive the basic benefits described above actuarially reduced to provide for a 50% joint and survivor option with the spouse as beneficiary. All employees may elect any of the following actuarially equivalent optional forms of benefit: (a) Life Annuity (for married participants)

(b) Payments over a period certain in monthly, quarterly, semiannual, or annual cash installments with period certain not to exceed the life expectancy of the participant or joint life expectancy of the participant and beneficiary, if applicable
(c) (d) (e)
12.

10-years certain and life 50% joint and survivor Lump Sum (if present value does not exceed $10,000).

Small Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 ($5,000 prior to January 1,2006), payment will be made in the form of a lump sum.

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PART II(ah) GANNETT CO., INC. RETIREMENT PLAN (SUBURBAN COMMUNICATIONS CORPORATION PENSION PLAN) (HomeTown Communications Network, Inc.) PLAN PROVISIONS 1. Effective Date: January 1,197 1. Benefits under this plan were fi-ozen as of December 3 1,1993. This plan was merged into the Gannett Retirement Plan effective December 3 1,2005. Eliaibility for Participation: Any employee on the January lStor July lSt coincident with or following the later of completion of one year of Vesting Service or attainment of age 21. Prior to May 15, 1997, members of Local 22 of the Newspaper Guild participated in this plan. Subsequent to that date members of the Guild are not eligible to participate in this plan. Definitions: (a) Plan Year: The 12-month period commencing each January 1.

2.

3.

(b) Prior Plan: Suburban Communications Corporation Employees Pension Plan, as amended and restated as of January 1,2003, and further amended December 19,2003. Benefits under this plan were frozen as of December 3 1, 1993.
(c) Vesting Service: A year of Vesting Service is earned for each Plan Year in which an employee is credited with 1,000 hours of service. (d) Benefit Service: As deterrnined under the Prior Plan for service prior to January 1, 1994. (e) Compensation: Wages, as defined in IRS Code Section 3401(a) and all other payments of compensation, exclusive of severance pay and amounts paid under any benefit plans to which the employer makes contributions, for a calendar year ending with or within the Plan Year. If an employee has less than 1,820 hours of service, wages will be increased by the ratio of 1,820 to actual hours of service for the relevant calendar year. Wages include amounts which are deferred pursuant to a salary reduction agreement.

(f) Average Monthly Compensation: The monthly Compensation of a participant averaged over the five consecutive calendar years out of the last ten completed calendar years of einployment which produce the highest monthly average. For employees with less than five calendar years of employment at the determination date, the average is computed over all years and months of employment.
(g) Career Average Monthlv Coinpensation: Compensation divided by 12. For employees with less than 12 months of service from the beginning of the calendar year to date of determination, the average is computed over the actual months worked. (h) Normal Retirement Age: A participant's 65thbirthday.

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Gannett Co., Inc. Retirement Plan

PART II(ah) (continued)

(i) Normal Retirement Date: First of the month coincident with or next following Normal Retirement Age.
(j) Actuarial Equivalent:

(i) For purposes of determining optional forms of payment other than a lump sum or any other form other than a non-decreasing annuity, and for determining postponed retirement benefits, 7% interest and the 1994 GAR Unisex Mortality Table (6% interest and the UP84 Unisex Mortality table prior to January 1,2006, and for all periods of service prior to that date and subsequent to December 3 1,1994 for determining postponed retirement benefits; other bases were in effect prior to January 1, 1995.). (ii) For purposes of determining lump sums or any other form of payment other than a nondecreasing annuity, 30-year Treasury rates in effect during November of the year immediately prior to the date of distribution and the 1994 GAR Unisex Mortality Table. In determining lump sum values, benefits are assumed payable at the later of normal or actual retirement age unless the participant retires early fkom active employment and receives an immediate annuity or if an immediate annuity is payable to a beneficiary.

(k) Prirnaw Insurance Amount: The projected primary old age insurance benefit that the participant would be eligible to receive at age 65, determined in accordance with the Social Security Act in effect on the earliest of December 3 1, 1993, the employee's retirement or termination date, or the date the participant attains age 65. The benefit is based on an estimated wage history as follows: (i) For the last complete calendar year of employment prior to the year containing the determination date, 12 times Average Monthly Compensation (ii) For years prior to the year in (i), based on the annual rate of increase reported by the Social Security administration. (iii) For retirements and terminations prior to age 65, Average Monthly Compensation is assumed to age 65.
The Primary Insurance Amount is fi-ozen as of December 3 1,1993. (1) Covered Compensation: The average of the Social Security taxable wage base for each calendar year during the 35-year period ending with the last day of the current calendar year. 4. Basic Pension Benefits: (a) Eligibility: Normal Retirement Date. (b) Prospective Benefit: greater of (i) and (ii) for service fkom January 1, 1989 through December 3 1, 1993, plus (iii). For union participants in the plan prior to May 15, 1997, (i) plus (iii). (i) Social Security Offset Benefit: (A) times (B) (A) 48% of Average Monthly Compensation as of December 3 1, 1993 less 83 113% of the Primary Insurance Amount (B) Years of Credited Service (maximum 30) divided by 30.

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Gannett Co., Inc. Retirement Plan

PART II(ah) (continued)

(ii) Career Average Benefit: For each year or partial year, 518% of Career Average Monthly Compensation plus 518% of Career Average Monthly Compensation in excess of the Integration Level. The Integration Level is greater of $10,000 and one-half of Covered Compensation. (iii) Frozen Accrued Benefit as of December 3 1,1988, as defined in the Prior Plan. 5. Basic Vested Benefits: (a) Eligibility: All participants actively employed as of December 3 1, 1993 became 100% vested as of that date. (b) Prospective Benefit: Benefit payable at Normal Retirement Date equals the greater of (i) and (ii), plus (iii). For union participants in the plan prior to May 15, 1997, (i) plus (iii). (i) Benefit in 4(b)(i) based on prospective Credited Service to Normal Retirement Date, multiplied by the ratio of Plan Years of Service beginning with the Effective Date of the Prior Plan to Plan Years of Service beginning with the Effective Date of the Prior Plan and projected to Normal Retirement Date, with the ratio not to exceed one.

(ii) Benefit in 4(b)(ii) above. (iii) Frozen Accrued Benefit as of December 3 1,1988, as defined in the Prior Plan. (c) Early Commencement of Payments: The benefit shall equal the amount described in (b) above, reduced by 6110th~ 1% for each of the first 60 months payments commence prior to age 65, of and actuarially reduced for additional months early. 6. Basic Early Retirement Benefits: (a) Eligibility: First of the month coincident with or next following attainment of age 55.
(b) Prospective Benefit: Benefit in 5(b) above reduced by 6110th~ 1% for each of the first 60 of months payments commence prior to age 65, and actuarially reduced for additional months early.

7. Disability Benefits: None other than those payable at termination, if vested.
8. Preretirement Death Benefits: (a) Elinibiliw: Benefit payable to surviving spouse of a vested participant who dies prior to commencing benefits, without having elected a waiver of such coverage. (b) Prospective Benefit for Deaths on or After Attainment of Early Retirement Eligibility: The benefit that would have been payable under the 50% joint and survivor option had the participant retired early on the first of the month following or coincident with the date of death.

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Gannett Co., Inc. Retirement Plan

PART II(ah) (continued)

(c) Prospective Benefit for Deaths Prior to Attainment of Age 55: The benefit that would have been payable under the 50% joint and survivor option if the participant had separated fiom service on date of death (for participants in active service at death), survived to the earliest retirement date, retired on such date, and then died. (d) Timing of Payments: Unless otherwise elected, not later than what would have been the participant's Normal Retirement Date. Spouse may elect commencement at any time on or after of participant's earliest retirement date, but not later than December 3 lSt the year in which the of participant would have attained age 70 112, or if later, December 3 lSt the calendar year immediately following the calendar year in which the participant died.

9. Basic Postponed Retirement Benefits: Benefit calculated as in 4(b) above based on service at actual retirement, but not less than the benefit accrued to the end of the immediately prior plan year, actuarially increased to actual retirement date based on the Actuarial Equivalence definition above in item (3) of this Section (ah).
10. Employee Contributions: None. 11. Normal and Optional Forms of Payment: Normal form for unmarried participants is a single life annuity. Married participants receive the basic benefits described above actuarially reduced to provide for a 50% joint and survivor option with the spouse as beneficiary. All employees may elect any of the following actuarially equivalent optional forms of benefit: (a) Life Annuity (for married participants)
(b) Payments over a period certain in monthly, quarterly, semiannual, or annual cash installments with period certain not to exceed the life expectancy of the participant or joint life expectancy of the participant and beneficiary, if applicable

(c) 10-years certain and life (d) 50% joint and survivor (e) Lump Sum (if present value does not exceed $10,000). 12. Small Lump Sum Distributions: If the actuarial present value of monthly benefit payments is less than $1,000 ($5,000 prior to January 1,2006), payment will be made in the form of a lump sum.

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