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

Case 1:03-cv-02671-RPM

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PART II(u) Appendix I GANNETT CO., rNC. RETIREMENT PLAN [MULTIMEDIA, INC.1 PLAN PROVISIONS This appendix contains special provisions for participants at MCCV who were actively employed as of the date of acquisition of June 30, 1980. Eligibility 1. The following participants became eligible to participate on March 2, 1981 subject to the following provisions: (a) Employees eligible as of March 2, 1981: Joyce Determan Glenna Bartlette Debbie Davis Shar Isaacs Donald Sbarra Harry Schenk Patsy Selby Pat Trollep Terri Barr Carolina Doll Robert Duensing

(b)
(c) (d)

Credited service for service prior to January 1, 1981 is granted as one-half year of service for each year of service. Credited service for 1981 and later is granted according to item (3)(e) of this Part II(u). Credited service is granted for all years of service prior to becoming a participant in the Thrift Plan.

2 Certain former employees of Allied Protective Systems, Inc. who became employees of .
Multimedia Cablevision, Inc. on September 30, 1991 became eligible to participate in the Prior Plan as of September 20, 1991 and receive credit for Years of Service prior to September 20, 1991 for vesting only.

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PART II(u) Appendix J GANNETT CO., INC. RETIREMENT PLAN (MULTIMEDIA, INC.) PLAN PROVISIONS This appendix contains special provisions for participants at Multimedia Cablevision-Illinois (sold) who were actively employed as of the date of acquisition of Dowden Communications, Inc. on February 13, 1992. Eligibility Certain former employees of Dowden Communications, Inc. who became employees of Multimedia Cablevision of Illinois, Inc. on February 13, 1992 became eligible to participate in the Prior Plan as of February 13, 1992 and receive credit for Years of Service prior to February 13, 1992 for vesting only.

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PART II(u) Appendix K GANNETT CO., INC. RETIREMENT PLAN (MULTIMEDIA, INC.) PLAN PROVISIONS Effective January 1, 1993 the accrued benefit for each nonbargaining employee of Multimedia KSDK, Inc. was transferred to the Prior Plan fiom the Multimedia, Inc. Pension Plan for KSDK Employees (the "KSDK Plan"). The following provisions apply to participants at St. Louis (KSDK) who were actively employed as of January 1,1993. Definitions 1.
2.

Credited Service: Employees receive Vesting and Credited Service for all years credited under the KSDK Plan. Earnings: Basic compensation, including incentive pay, deferred compensation under the 40 1(k) plan and salary reductions under any Section 125 plan maintained by the employer, but excluding overtime and bonuses.

Average Earnin~s: average of all Earnings determined from the later of January 1, 1966 or The date of participation to normal retirement date. ... Applicable Benefit Formula for (4)(b)(iii) 3. The sum of (a) and (b), but not less than the greatest of (c), (d), (e) and (f): (a)
(b)

the accrued benefit as of December 3 1, 1992 under the KSDK Plan the benefit,providedunder this plan based on Credited Service and prospective Credited Service after January 1, 1993 only

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Gannett Co., Inc. Retirement Plan

PART II(u) Appendix K (continued)

(c)

the benefit provided for all Credited Service under the KSDK Plan formula as in effect on January 1, 1993, taking into account any changes in the participant's compensation, the sum of (i) and (ii) below: (i) For service prior to January 1, 1966, (1.0% of Earnings up to $6,600 with Pulitzer for 1965, plus 1-25% of such Earnings in excess of $6,600) times Years of Credited Service with Pulitzer as a participant in the KSDK Plan, but prior to January 1,1966 For service on or after January 1, 1966, (1.O% of Earnings up to $6,600 with Pulitzer and successor employers plus 1.50% of such Earnings in excess of $6,600) for each Year of Credited Service after December 3 1, 1965. Credited Service for the calculation of this item (c) is limited to 30 years. If total Credited Service exceeds 30 years, the highest 30 years of earnings will be used to determine the benefit.

(ii)

(iii)

(d) (e)

The participant's accrued benefit as of December 31, 1988. For participants with at least 20 years of Credited Service, the greater of (i) and (ii): (i) (ii) $1,200. (113 of Average Earnings) less $540.

(0

The benefit accrued under the Joseph Pulitzer Pension Plan as of February 28, 1983.

Basic Early Retirement Benefits under the KSDK Plan as of December 3 1, 1992 (a) Eli~bilitv: Completion of ten Years of Service and attainment of age 55, or completion of five Years of Service and attainment of age 60. Early Commencement of Pawents: Actuarially Equivalent accrued benefit.

(b)

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PART II(v) GANNETT CO., INC. RETIREMENT PLAN [ARMY TIMES, INC.) PLAN PROVISIONS 1. 2. Effective Date: January 1, 1989. Eli~bilitv Participation: Each plan participant as of August 30, 1991 becomes eligible for for participation on August 30, 1991. Each employee hired on or after September 1, 1991 becomes eligible to participate on the January 1 or July 1 coincident with or next following completion of one Year of Service. Definitions: (a) Service: Year of Service is granted for each plan year in which an employee works 1,000 hours or more. Credited Service: One tenth of a year of Credited Service is granted for each month of Service up to a maximum of one for each year of service. In general, Service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Eaminws: Base rate of compensation (excluding overtime, commissions, and bonuses), including compensation deferred under a 401(k) plan and salary reductions under a Section 125 plan. Final Average Earnings: The average of the participant's Earnings during the five highest consecutive calendar years out of the last ten preceding the year of retirement or termination. If a participant has less than five consecutive years of employment, the average is taken over total calendar years of employment. Earnings for the final partial year of employment are counted as a full year if they are greater than the earnings for the prior calendar year; otherwise, earnings for the final partial year are disregarded. (e)
(f)

3.

(b)

(c)

(d)

Covered Compensation: The 35-year average of Social Security wage bases ending in the year of Social Security Normal Retirement Age. Actuarial Equivalence: Actuarial equivalence is based on the following: (i) For lump sum payments: (A) or (B), whichever provides the greater lump sun: (A) 1994 GAR Unisex Mortality and the average of 30-year Treasury rates in effect during November of the year immediately prior to the year of distribution, (B) UP84 (Unisex) Mortality and the interest component of the PBGC rates in effect for the month immediately prior to the distribution date.

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Gannett Co., Inc. Retirement Plan

PART II(v) (continued)

(ii) For optional forms of annuity: 7% interest and 1994 GAR Unisex Mortality (6% interest and UP84 Mortality prior to January 1,2006).
4.

Basic Pension Benefits: (a)
(b)

Elinibilitv: The first of the month coincident with or next following the later of attainment of age 65 or the fifth anniversary of participation. Prospective Benefit: 1.O% of Final Average Earnings not in excess of Covered Compensation times Credited Service up to a maximum of 35 years plus 1.5% of Final Average Earnings in excess of Covered compensation times Credited Service up to a maximum of 35 years.

5.

Basic Vested Benefits: (a)
(b)

Elinibilitv: Completion of five Years of Service or attainment of normal retirement age. Prospective Benefit: Benefit payable at age 65 equals the benefit as described in 4(b). Early Commencement of Payments: A participant who has completed 5 Years of Service as of termination may elect to have benefit payments commence on an early retirement date. Benefits are reduced as described in 6(b) below.

(c)

6.

Basic Early Retirement Benefits: (a)
(b)

Eligibility: The first day of any month coincident with or next following attainment of age 55 and completion of 5 Years of Service. Prospective Benefit: The benefit described in 5(b) above reduced by %% for each month early retirement precedes age 62.

7.

Preretirement Death Benefits: (a) Elinibilitv: A benefit is payable to the spouse of any married vested participant or the beneficiary of any unmarried vested participant who dies prior to benefit commencement.

(b) Prospective Benefit for Death On or After Earliest Retirement Date: The benefit that would have been payable if the participant had retired on the day before death occurred, after having elected a 100% contingent annuity option.

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Gannett Co., Inc. Retirement Plan (c)

PART II(v) (continued)

Prospective Benefit for Death Prior to Earliest Retirement Date: The benefit that would have been payable if the participant had separated fiom service on the date of death (actual separation date used for vested terminated participants), survived to the earliest retirement date, retired and elected a 100% contingent annuity option, and then died on the day after the earliest retirement date. Duration of Payment: Life of the spouse. An employee may elect, with spousal consent, that the actuarial equivalent of such benefit be paid to a beneficiary in equal installments over a 60-month period or as a lump sum benefit. For deaths on or after attainment of age 55, such payments to a beneficiary will be made if the employee has no spouse.

(d)

8.

Postretirement Death Benefits: None except as provided by the normal form of annuity or option elected. Basic Postponed Retirement Benefits: (a)
(b)

9.

Elinibilitv: The first of any month following a participant's normal retirement date. Prospective Benefit: The benefit described in 4(b) above based on Average Earnings, Credited Service and Covered Compensation as of actual retirement date, but not less than the benefit calculated as of the participant's normal retirement date.

10.

Emplovee Contributions: None are required or permitted.

11. Normal and Optional Forms of Benefits: Normal form for unmarried participants is a single life annuity. Married employees receive the basic benefits described above actuarially reduced to provide for a 100% contingent annuitant option with the spouse as the contingent annuitant. The 100% contingent annuity is equal to 80% of the benefit otherwise payable to the employee, plus or minus 112% for each year the spouse is older or younger than the employee, with a maximum of 85%. All employees may elect any of the following optional forms of benefits: (a) Life annuity. Any actuarial equivalent form of payment, provided that the value of the benefit payable to the participant is at least 50% of the total value of the benefit amounts paid to all parties.

(b)

12. Lump Sum Distributions: If the Actuarial Equivalent value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), a lump sum is paid to the participant. 13. Minimum Distribution Requirements: See item (14) of Part II(a).

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Gannett Co., Inc. Retirement Plan

PART II(v) (continued)

14. Maximums on Benefits and Pay: All benefits and pay for any calendar year may not exceed the maximum limitations for that year as defined in the Internal Revenue Code. Dollar limits increase automatically as changes become effective. For all participants active on or after January 1,1994 whose accrued benefit as of January, 1994 is based on earnings in excess of $150,000 for a plan year beginning prior to January 1, 1994, the accrued benefit under the plan is equal to the greater of (a) or (b). (a) The participant's frozen accrued benefit as of December 3 1, 1993 based on the provisions of the plan then in effect and taking into account the limitations on earnings in effect for 1993 and earlier years. The participant's accrued benefit as of the determination date determined under the current formula and current maximums on pay as applied to the employee's total years of Credited Service.

(b)

In-service Withdrawals: The benefit at termination or retirement is reduced if in-service withdrawals have been made by the participant. The annuity offset is calculated as follows: The lump sum received is increased at the lesser of the rate in (a) or (b): (a)
(b)

average 30-year Treasury rates in effect during the November of the year immediately prior to termination PBGC rate in the month prior to termination.

This amount is converted to an annuity using the rate basis from above and either 1994 GAR Unisex Mortality with the rate in (a) or the UP-84 mortality with the rate in (b) and the age at commencement date.

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PART II(w) GANNETT CO., INC. RETIREMENT PLAN (ASBURY PARK PRESS) (Employees who terminated prior to December 3 1, 1997) PLAN PROVISIONS 1. Effective Date: Amended and restated January 1, 1997 July 1 coincident with or next following attainment of age 21 and completion of one Year of Service. No one became a participant after June 30, 1996. 3. Definitions: (a) Service: Year of Service is granted for each plan year in which an employee works 1,000 hours or more. Credited Service: One tenth of a year of Credited Service is granted for each month of Service up to a maximum of one for each year of service. In general, Service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Earnings: Base rate of compensation (excluding overtime, commissions, and bonuses), including compensation deferred under a 4 0 1 0 plan and salary reductions under a Section 125 plan. Final Average Earnings: The average of the participant's Earnings during the five highest consecutive calendar years out of the last ten preceding the year of retirement or termination. If a participant has less than five consecutive years of employment, the average is taken over total calendar years of employment. Earnings for the final partial year of einployment are counted as a fill year if they are greater than the earnings for the prior calendar year; otherwise, earnings for the final partial year are disregarded. (e) (f) Accrued Benefit: The sum of the Cash Balance Benefit and the Grandfathered Benefit earned as of termination Current Year Allocation: For each plan year beginning after December 3 1, 1993,3% of Compensation paid during the plan year. Allocations cease after June 30, 1996.

2 Elinibility for Participation: Each employee became eligible to participate on the January 1 or .

(b)

(c)

(d)

(g) Account Balance: Current year allocations for each plan year after December 3 1, 1993, increased annually by 6.0% through December 3 1, 1996. Annual increases after December 3 1,1996 are based on lesser of 3% or the average 30-year Treasury rates in effect during November of the year immediately prior to the year of interest credit.

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Gannett Co., Inc. Retirement Plan (h) Cash Balance Benefit: The single life annuity at any date: (i) divided by (ii) (i) (ii)

PART II(w) (continued)

the Account Balance as of that date increased with interest to normal retirement age at the lesser of 3% or the average 30-year Treasury rates in effect during November of the year immediately prior to the year of calculation the lesser of (A) the annuity value at normal retirement based on the average 30-year Treasury rates in effect during November of the year immediately prior to distribution and the 1994 GAR Unisex Mortality Table. (B) the annuity value at normal retirement based on 3% interest and UP84 Mortality.

(i)
I

Grandfathered Benefit: as defined in the plan document and maintained in each terminated employee's record. Frozen as of June 30,1996 for all employees.

4.

Basic Pension Benefits: (a)
(b)

Elinibility: The first of the month coincident with or next following the later of attainment of age 65 or the fifth anniversary of participation. Prospective Benefit: The Accrued Benefit payable at normal retirement age.

5.

Basic Vested Benefits: (a)
(b)

I
6.

Eligibility: Completion of five Years of Service or attainment of normal retirement age. Prospective Benefit: Benefit payable at age 65 equals the benefit as described in 4(b). Early Commencement of Payments: The Grandfathered Benefit may be payable at early retirement age reduced as described in item 6(b) below and the Account Balance may be payable on the first of the month following termination.

(c)

Basic Early Retirement Benefits: (a) Elinibilitv: The first day of any month coincident with or next following attainment of age 55 and completion of 5 Years of Service (20 Years of Service for participants hired prior to January 1, 1991). Prospective Benefit: The Grandfathered Benefit reduced by 11180 for each of the first 60 months and by 11360 for each of the next 60 months that early retirement precedes age 65. The Account Balance is payable on the first of the month following termination or retirement.

(b)

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Gannett Co., Inc. Retirement Plan 7. Preretirement Death Benefits: (a)
(b)

PART II(w) (continued)

Eligibility: A benefit is payable to the spouse of any married vested participant or the beneficiary of any unmarried vested participant who dies prior to benefit commencement. Prospective Benefit for Death On or After Earliest Retirement Date: The Grandfathered Benefit that would have been payable if the participant had retired on the day before death occurred, after having elected a 50% contingent annuity option plus the Account balance payable on the date of death. Prospective Benefit for Death Prior to Earliest Retirement Date: The Grandfathered Benefit that would have been payable if the participant survived to the earliest retirement date, retired and elected a 50% contingent annuity option, and then died on the day after the earliest retirement date, plus the Account Balance payable on the date of death. Duration of payment: Life of the spouse for the Grandfathered Benefit.

(c)

(d)

8.
9.

Postretirement Death Benefits: None except as provided by the normal form of annuity or option elected. Employee Contributions: None are required or permitted.

10. Normal and Optional Forms of Benefits: Normal form for unmarried participants is a single life annuity. Married employees receive the basic benefits described above actuarially reduced to provide for a 50% contingent annuitant option with the spouse as the contingent annuitant. All employees may elect any of the following optional forms of benefits: (a)
(b)

Life annuity. 50%, 66 2/3%, 75% or 100% contingent annuitant options. 10- or 15-year certain and continuous annuity. Lump sum payment of the Account Balance.

(c) (d)

11. Lump Sum Distributions: If the Actuarial Equivalent value of monthly benefit payments is less than $1,000 (prior to March 28,2005, $5,000), a lump sum is paid to the participant.

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PART II(x) GANNETT CO.. INC. RETIREMENT PLAN (HOURLY RATED EMPLOYEES OF MULTIMEDIA ENTERTAINMENT, INC.) PLAN PROVISIONS 1. Effective Date: Local 1224: April 15, 1957. Latest amendment dated January 3 1, 1997. Local 158-A: May 8, 1961. Latest amendment dated January 3 1, 1993. AFTRA: March 18,1983. Latest amendment dated June 5,1994. Eligibility for Participation: First of the month on or next following date of hire, if hired prior to February 1, 1997. As of that date, the plan was frozen and there were no more new participants. Definitions: (a)
(b)

2.
I

3.

Plan Year: February 1, to January 3 1; final plan year is 11-month period commencing February 1,1997. Fiscal Year: January 1, to December 3 1. Service: One year for each calendar year in which an employee works 1,000 hours.

(c)

(d) Break in Service: Any calendar year in which an employee works 500 hours or less, notwithstanding approved leaves of absence, certain disability periods of transfer to another participating employer. (e) Normal Retirement Date: Participants entering the plan prior to January 1, 1988: First of the month on or next following age 65. All Others: First of the month on or next following later of age 65 and fifth anniversary of participation. Credited Service: One year for each calendar year that an employee works at least 1,800 hours. If the employee works less than 1,800 hours, credited service is equal to hours worked divided by 1,800 rounded to the nearest one-tenth of a year. Service for benefit purposes shall not exceed 30 years. No Credited Service will accrue after January 31,1997. In general, hours worked with a nonparticipating affiliate do not count as Credited Service unless otherwise specifically stated.

(f)

O (g) Accrued Benefit: Local 1224-Broadcast Engineers: $21. O per month per year of Credited Service. Local 1224 -News Cameramen: $18.00 per month per year of Credited Service. Local 1224 -Prop and Floorrnen: $15. O per month per year of Credited O Service. Local 158-A: $4.00 per month per year of Credited Service. AFTRA: $16.00 per month per year of Credited Service. (h) Actuarial Equivalence: (i) Mortality: 1994 GAR Unisex Mortality Table (ii) Interest: 7.0% per year

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Gannett Co., Inc. Retirement Plan
4.

PART II(x) (continued)

Basic Pension Benefits: (a) Eligibility: Retirement on NRD.

(b) Benefit: Accrued Benefit based on Credited Service at NRD. 5. Basic Vested Benefit: (a)
(b)

Eligibility: Completion of five years of Service or attainment of NRD if earlier. All active participants became 100% vested as of February 1,1997. Benefit: Accrued Benefit based on Credited Service at termination date, payable at NRD. Participants with 10 years of Service at termination may elect to receive benefit at age 60; such benefit will be reduced as described for an Early Retirement benefit.

6.

Early Retirement Benefit: (a) Eligibility: Retirement before NRD upon completion of 10 years of Service and attainment of age 60.

(b) Benefit: Accrued Benefit based on Credited Service at early retirement, reduced 7.2% for each year payments commence prior to NRD.

7.

Disability Retirement Benefit: (a)
(b)

Eligibility: Participants that become disabled prior to NRD upon completion of 15 years of Service and attainment of age 50. Benefit: Prior to NRD: Accrued Benefit determined as of disability date, reduced by Social Security disability benefits and employer-paid disability benefits, but not less than $150 per month. On or after NRD: Accrued Benefit based on Credited Service at disability date.

8.

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after NRD. Benefit: ~ c c r u e d Benefit based on Credited Service at actual retirement date.

9.

Preretirement Death Benefit: (a)
(b)

Eligibility: Married participants (active or inactive) with a vested benefit in the plan. Benefit: Accrued Benefit based on Credited Service at date of death (or date of termination for inactive participants), assuming the participant survived to the earliest retirement age, retired with a 50% contingent annuitant option and then died. If the participant died after attaining earliest retirement age, benefit is determined assuming the participant retired with a 50% contingent annuitant option and then died.

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Gannett Co., Inc. Retirement Plan (c)

PART II(x) (continued)

Election: A married participant may elect to waive this coverage at any time after attaining age 35 and prior to the participant's death. Such election may be revoked at any time prior to death. Cost of Coverage: Benefits are reduced for each year during which coverage is not waived as follows:

(d)

&

Reduction per year

10. 11.

Postretirement Death Benefit: None other than as provided under the normal or optional form of annuity. Forms of Payment (a) Normal Life annuity is single. Actuarially equivalent 50% contingent annuitant option if married. Optional Form: Life annuity (with appropriate spousal waiver) if married. Lump Sum: If the actuarial equivalent present value of the participant's benefit does not exceed $1,000 (prior to March 28,2005, $5,000) then such amount will be distributed as a lump sum.

(b)
(c)

12.

Maximum on Benefits: All benefits for any calendar year may not exceed the maximum limitations for that year as defined in the Internal Revenue Code. The plan provides for increasing the dollar limit automatically.

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PART II(y) GANNETT CO.. INC. RETIREMENT PLAN (PENSION PLAN FOR MULTIMEDIA KSDK, INC. EMPLOYEES) PLAN PROVISIONS

1. Effective Date: February 28, 1983. Amended and restated January 1, 1989. Latest amendment January 1,1994.
2.

Eligible Employee: All employees of Multimedia KSDK, Inc. covered by a collective bargaining agreement, if the applicable bargaining unit has bargained for this plan. The following are excluded: Any radio or television engineer or projectionist who is a member of Local Union 4 of the IBEW except those who were members in The Joseph Pulitzer Pension Plan as of January 1, 1957. Special provisions apply to such employees. Any member of the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers, Local No. 610. Any member of AFTRA except those who were members of The Joseph Pulitzer Pension Plan on November 30, 1976. Special provisions apply to such employees.

3.

Eligibility for Participation (a)
(b)

Employees hired prior to January 1.1966: First of the month coincident with or following completion of 5 years of service and attainment of age 35. Employees hired on or after January 1, 1966: First of the month coincident with or completion of one year of service and attainment of age 21 (age 25 prior to January 1, 1985).

4.
1

Definitions: (a)
(b)

I

!

Plan Year: January 1 to December 3 1 Pulitzer: Pulitzer Publishing Company. Service: One year for each year an employee works 1,000 hours (390 hours for regular parttime employees). No hours requirement for Mechanical Priority Substitute employees. Service prior to a Break in Service is not counted if the break commenced prior to January 1, 1976.

(c)

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Gannett Co., Inc. Retirement Plan

PART II(y) (continued)

(d)

Break in Service: Employee works less than 500 hours (390 hours for regular part-time employees). Mechanical Priority Substitute employees incur a break in service at the end of any plan year in which they no longer qualify for such designation. Credited Service: All years of service with the Employer and Pulitzer excluding years of service prior to the Plan Year in which the employee became a participant. In year of hire and termination, credit for a full month is given if employed at any time during the month. Employees who were hired prior to January 1, 1988 and after age 60 receive no credit prior to January 1, 1988. In general, years of service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Actuarial Equivalence: (i) (ii) Mortality: 1994 GAR Unisex Mortality Table. Interest: 7.0% per year. Participants entering the plan prior to Januarv 1, 1988: First of the month coincident with or next following attainment of age 65. Participants entering the plan on or after January 1, 1988: First of the month coincident with or next following the later of age 65 or the fifth anniversary of participation.

(e)

(f)

(g) Normal Retirement Date (NRD):

(i) (ii)

(h)

Compensation: Basic compensation, including incentive pay, excluding overtime and bonuses, including deferred Compensation under an IRC Section 4010plan and including amounts subject to an IRC Section 125 salary reduction arrangement. For service prior to January 1, 1966, basic compensation paid in 1965. For termination prior to NRD, the Average of Compensation for the ten years of participation immediately preceding termination is projected to NRD. Average Compensation: Average of Compensation determined from the later of January 1, 1966 or participation date to NRD.

(i) 5.

Accrued Benefit: (a) Eligibility: Any date prior to NRD.

(b) Benefit: The product of (i) and (ii), minimum (iii): Normal Retirement Benefit without regard to the Minimum Annual Retirement (i) Benefit, assuming the participant remained in employment until NRD.
(ii) (iii) The ratio of Credited Service at date of determination to Credited Service at NRD assuming the participant remained in employment until NRD, not greater than 1. Minimum Annual Retirement Benefit.

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Gannett Co., Inc. Retirement Plan 6. Minimum Annual Retirement Benefit: (a) (b) Eli~bilitv:Completion of 20 years of Service. Benefit: The greater of (i) (ii)
7.

PART II(y) (continued)

$1,200 (One-third of Average Compensation) minus $540.

Normal Retirement Benefit: (a)
(b)

Eligibility: Retirement on NRD. Basic Benefit: The sum of (i) and (ii): (i) Past Service Benefit: 1% of first $6,600 of Compensation with Pulitzer for 1965 plus 1.25% of such Compensation in excess of $6,600, multiplied by years of Credited Service with Pulitzer prior to January 1, 1966. Future Service Benefit: 1% of first $6,600 of Compensation plus 1.5% of Compensation in excess of $6,600 for each year of Credited Service subsequent to the later of January 1, 1966 and participation date.

(ii)

(c)

Service Limits: Service shall not exceed 30 years. If a participant's Credited Service exceeds 30 years, the highest 30 years of Compensation will be used to determine the Normal Retirement Benefit. Minimum Benefit: The greater o f (i) (ii) Accrued benefit as of December 3 1,1988. Minimum Annual Retirement Benefit, if applicable.

(d)

8.

Early Retirement Benefit: (a)
(b)

Elidbility: Retirement after completion of 10 years of Service and attainment of age 55, or completion of five years of Service and attainment of age 60. Benefit: Accrued Benefit determined at early retirement date payable at NRD. Benefit is reduced actuarially if payments commence prior to NRD.

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Gannett Co., Inc. Retirement Plan

PART II(y) (continued)

Benefits for any participant who transferred to this plan from the Pulitzer Pension Plan on February 28, 1983 shall not be reduced by more than the following reductions based on age nearest birthday:

9.

Termination Benefit: (a)
(b)

Eligibility: Completion of 5 years of Service after attainment of age 18. Benefit: Accrued Benefit determined at termination date, payable at NRD. Participants may elect early commencement of benefits once they satisfy eligibility requirements for the Early Retirement Benefit; the vested benefit will be actuarially reduced to provide for such payments.

10. 11.

Disability Retirement Benefit: None. Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after NRD. Benefit: Benefit as described under Normal Retirement Benefit based on Credited Service and Compensation as of actual retirement date. Any benefit accrual past NRD will be offset by the Actuarial Equivalent of any distributions to the participant.

12.

Preretirement Death Benefit: (a)
(b)

Eligibility: Spouses of vested married participants who die before 35, or die after attaining age 35, having elected this option. Benefit: Accrued Benefit assuming the participant terminated employment on the date of death (if earlier than actual termination date), survived to earliest retirement age, retired under the 50% contingent annuity option (with the spouse as beneficiary) and then died. If the participant is already beyond earliest retirement age, the benefit is determined assuming the participant retired on date of death, elected a 50% contingent annuity option and then died. Participants pay for this benefit through a reduction in their accrued benefit.

13. Postretirement Death Benefit: None, other than as provided under the normal or optional form of annuity.

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Gannett Co., Inc. Retirement Plan 14. Forms of Payment: (a)

PART II(y) (continued)

Normal Form: Life annuity if single; actuarially equivalent 50% contingent annuity option if married. Optional Forms: (i) (ii) (iii) life annuity 50% or 100% contingent annuity level income; increased benefit payable to age 65 and a reduced benefit payable at and after age 65 If the Actuarial Equivalent value of a participant's vested benefit is less than or equal to $1,000 (prior to March 28,2005, $5,000), payment will be made in a single lump sum.

I
I

(b)

15. Maximum on Benefits and Pav: All benefits and pay for any calendar year may not exceed the maximum limitations for that year as defined under the Internal Revenue Code. The plan provides for increasing the dollar limits automatically as such changes are effective.

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PART I1 (z) GANNETT CO., INC. (a) RETIREMENT PLAN {PENSION PLAN FOR THOMSON HOLDINGS GROUP THOMSON NEWSPAPERS) PLAN PROVISIONS

1.

Effective Date: April 1, 1976, as amended through January 1, 1997.

2 Eli&ble Employees: Union employees of the properties listed below are covered under the . provisions of this outline. Nonunion employees of the properties listed below are covered under the provisions of Part I.
Reference Name Lafayette, LA Salisbury, MD Bucyrus, OH Chillicothe, OH Coshocton, OH Fremont, OH Lancaster, OH Mansfield, OH Marion, OH Newark, OH Zanesville, OH St. George, UT Appleton Fond duLac Manitowoc Marshfield Oshkosh Sheboygan Stevens Point Wisconsin Rapids Article V. Property The Daily Advertiser The Daily Times Telegraph - Forum The Chillicothe Gazette Coshocton Tribune The News-Messenger Lancaster Eagle-Gazette News-Journal The Marion Star The Advocate Times Recorder The Spectrum The Post-Cresent The Reporter Herald Times Reporter Marshfield News-Herald Oshkosh Northwestern The Sheboygan Press Stevens Point Journal Daily Tribune

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Gannett Co., Inc. Retirement Plan

PART II(z) (continued)

3.
4.

Eli~bilitv Participation: First of the month following the completion of one year of Eligibility for Service. For the Arizona Newspapers, the later of the merger date or age 21. Definitions: (a)
(b)

Hour of Service: Any hour for which an employee is paid or entitled to payment during a period of approved absence. Eli~bilitv Service: A year is credited if an employee is credited with 1,000 Hours of Service, as measured from date of employment to their first anniversary date. If a year is not credited during this period, then a year is credited on the December 31 of the calendar year during which 1,000 Hours of Service are credited. Vesting Service: One year of service is granted for each calendar year in which an employee works 1,000 Hours of Service. Benefit Service: One year of service is granted for each calendar year in which an employee works 1,000 Hours of Service (prorated during calendar year of termination). In general, Hours of Service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Final Average Compensation: Average of the participant's Pensionable Pay during the five consecutive years preceding retirement or termination. Normal Retirement Date NRD): First of month coinciding with or next following the earlier of attainment of age 65 with five years of Vesting Service or attainment of age 65 with five years of participation. Pensionable Pay: Actual compensation including overtime, shift differential, vacation, commissions, bonuses, and salary reduction for contributions under Section 125 and Section 40 1(k) for years after December 3 1, 1991. For service prior to January 1, 1992, January 1 rate of pay. Primary Social Security Benefit: The projected primary old age insurance benefit that a participant would be eligible to receive at Normal Retirement Date or actual termination date, if later, but not later than the participant's Social Security Full Retirement Date. This benefit is determined based on the law in effect on the earliest of the employee's termination date, retirement date, or Social Security Full Retirement Date. For terminations and retirements prior to Normal Retirement Date, earnings are projected to age 65.

(c) (d)

(e)
(f)

(g)

(h)

5.

Accrual Rate for Cash Account Benefits: Annual accrual rate is based on a participant's age plus years of vesting service (number of points) at the end of the previous plan year:

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Gannett Co., Inc. Retirement Plan Number of points: Less than 30 points 30 to 34 points 35 to 39 points 40 to 49 points 50 to 54 points 55 to 59 points 60 to 64 points 65 to 69 points 70 to 74 points 75 to 79 points 80 to 84 points 85 to 89 points 90 or more points Accrual rate:

PART II(z) (continued)

6.

Monthly Pension Benefit: (a) Career Pay Accruals Accruals ceased on December 3 1,1993 except for some Union groups. As of any date, one-twelfth of the sum of (i), (ii) and (iii): (i) The benefit accrued under any prior plan as of January 1, 1988, (or the effective date of the acquisition), adjusted to reflect the Normal Payment form under this plan, (ii) From the date item (i) ceases, 1.25% of Pensionable Pay up to the taxable wage base, plus 2% of Pensionable Pay in excess of the taxable wage base for all plan years through December 3 1, 1992 (through December 3 1, 1988 for Super Highly Compensated employees), (iii) 1.25% of Pensionable Pay thereafter.

(b)

Final Average Compensation Accruals Accruals commence on the merger date for active employees of the Arizona Newspapers.

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Gannett Co., Inc. Retirement Plan As of any date, one-twelfth of the greater of (i) or (ii)

PART II(z) (continued)

(i) 1.75% of Final Average Compensation, less 1.667% of Primary Social Security Benefit multiplied by years of Benefit Service (maximum 30 years), or (ii) $144 multiplied by years of Benefit Service (maximum 30 years) (c) Retirement Cash Account Plan Accruals commence on January 1,1994 except for some Union groups. As of any date, the sum of each year's Pensionable Pay multiplied by the annual Accrual Rate for that year increased annually at the end of the year with interest. The interest rate is based on the rate that is paid on U.S. Treasury Bills with a one year maturity, plus 1%. The plan looks at the Treasury Bill rate as of the close of business on November 30. In a given year, the account can earn no less than 4.5% interest. The cash account is actuarially converted to a monthly benefit based on the January 1st 417(e) GATT basis. 7. Normal Retirement Benefit: (a)
(b)

Eligibility: Retirement on Normal Retirement Date. Monthly Benefit: Monthly Pension Benefit determined as of NRD.

8.

Early Retirement Benefit: (a) Eligibility: Retirement before NRD and on or after the earlier of attaining age 50 and being credited with 65 points or age 55 and five years of Vesting Service. For the Arizona newspapers, age 55 with 10 years of Vesting Service. Monthly Benefit: Monthly Pension Benefit determined as of early retirement date, reduced 6% for each year of payment before age 65 (4% for the Arizona newspapers).

(b)

9.

Postponed Retirement Benefit: (a)
(b)

Eligibility: Retirement after Nonnal Retirement Date. Monthly Benefit: Monthly Pension Benefit determined as of actual retirement date.

10. Termination Benefit: (a) Eligibility: Tennination for reasons other than death or retirement after completing five years of Vesting Service.

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Gannett Co., Inc. Retirement Plan
(b)

PART II(z) (continued)

Monthly Benefit: Defined benefit accruals and cash account accruals cease as of termination date. Cash account increases with interest until Normal Retirement Date and is converted into an annuity payable at age 65. The sum of the monthly defined benefit and the monthly cash account annuity are payable at age 65. Benefits are available on a reduced basis after qualifying for Early Retirement.

I

!
1

11.

Disability Benefit: (a)
(b)

I

Eligibility: Total and permanent disability and eligible to receive disability benefits under the Social Security Act. Monthly Benefit: Benefit in 6 above, calculated assuming the participant continued to accrue service until Normal Retirement Date and received Pensionable Earnings equal to pay the year before disability.

12.

Preretirement Spouse's Benefit: Monthly Benefit: 50% of the monthly pension benefit as of the date of death reduced for the 50% joint and survivor election and reduced for payment to commence on the earliest date the participant would have been eligible to retire. At the age the participant would have attained early retirement eligibility, 50% of the retirement Cash Account is available as a lump sum in lieu of an annuity.

13.

Other Death Benefits: (a)
(b)

If the participant dies and is not eligible for benefits, the participant's contributions accumulated with interest are payable to the beneficiary. Certain grandfathered lump sum death benefits may be applicable.

14.

Normal and Optional Form of Benefits: The normal form for unmarried participants is a single life annuity. Married participants receive an actuarially equivalent 50% joint and survivor annuity option. All employees may elect any of the following optional forms of benefits (with spousal consent if married):
-

50% or 100%joint and survivor option 5-year or 10-year certain and continuous option life annuity (for married participants)

Certain grandfathered nonnal and option forms of payment may be applicable.

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Gannett Co., Inc. Retirement Plan

PART II(z) (continued)

Once the participant has met early retirement eligibility, the retirement cash account may be paid as a one time payment in lieu of the monthly benefit equivalent (with spousal consent if the participant is married). Before early retirement, lump sum payments are available if the sum of the cash account and the present value of the defined benefit accrual is less than or equal to $1,000 brior to June 1,2005, $5.000). 15. Maximum on Benefits and Pay: All benefits and pay for any calendar year may not exceed the maximum limitations for that year as defined in the Internal Revenue Code. The plan provides for increasing the dollar limits automatically as such changes become effective.

16. Participant Contributions:
As of January 1,1988, employee contributions ceased.

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GANNETT CO., INC. RETIREMENT PLAN (CENTRAL NEWSPAPERS. INC. RETIREMENT PLAN) PLAN PROVISIONS 1. Effective Date: December 3 1, 1955 as amended through December 3 1, 1996. This plan was merged into the Gannett Retirement Plan effective December 3 1,2000. Effective January 1, 2002, certain participants will have their benefits calculated under the pension equity provisions outlined in Part I. Refer to Appendix B for details on a e c t e d participants and the calculation of the starting percentage and transition percentage. 2.
3.

Elinibilitv for Participation: First day of the month coincident with or next following date of hire and completion of 1,000 hours of service. Definitions: (a) Service: (i) (ii) Prior to Januan, 1, 1976: One year for each consecutive 12-month period during which an employee worked an average of 30 hours per week. On or after Januarv 1, 1976: One year for each 12-month period during which an employee completes 1,000 hours of service.

(b) Vesting Service:

(i) During initial year of employment: One year of service if an employee completes 1,000 hours of service during the 12-monthperiod commencing with the employee's hire date. (ii) Subsequent to initial year of employment: One year for each calendar year during which an employee completes 1,000 hours of service. (c) Credited Service: Credited Service is granted for each calendar month of service during which the participant was credited with a least one hour of service. In general, service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Compensation Redirection Amount: The portion of a participant's compensation which is redirected under the Savings Plus Plan. Compensation: Total compensation including commissions, overtime, bonus and Compensation Redirection Amount, excluding severance pay, termination incentive bonuses and reimbursement allowances for uniforms, tools, etc.

(d) (e)

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Gannett Co., Inc. Retirement Plan
(f)

PART II(aa) (continued)

Final Average compensation: The average of the participant's Compensation during the five highest consecutive calendar years out of the last ten consecutive years of employment. If a participant has completed less than five consecutive calendar years of employment, then the Final Average Compensation is calculated using all full calendar years of employment.

(g) Weekly Earnings: Total weekly compensation or wages, including commissions, overtime, bonus and Compensation Redirection Amount, excluding severance pay, termination incentive bonuses and reimbursement allowances for uniforms, tools, etc.
(kt)

Old Plan Formula: The accrued benefit on December 3 1,1986, plus for service after December 3 1, 1986, 1.875% of Weekly Earnings up to $312, plus, if required contributions were made, 2.25% of Weekly Earnings in excess of $312. Accumulated benefits for participants actively working were increased effective January 1, 1979, January 1, 1981, January 1,1983, January 1,1985 and January 1,1987. New Plan Formula: For service after December 3 1, 1993, 1.2% of Final Average Compensation, multiplied by Credited Service after December 3 1, 1993. New Plan Minimum: For service after December 3 1, 1993,1.875% of Final Average Compensation up to $16,224, multiplied by Credited Service after December 3 1, 1993.

(i)

0)
4.

Accrued Benefit: (a) Participants Who Elected Contributory Plan: Participants age 50 or older on December 31, 1993 who were contributing to the Plan and who elected to continue coverage under the Old Plan Formula will receive greater of: (i) (ii) The benefit described under the Old Plan Formula for all service. The benefit described under the Old Plan Formula for service prior to January 1, 1994 plus the benefit described under the New Plan Formula for service after December 3 1, 1993.

For purposes of this comparison only, assume the participant withdrew his contributions made after 1993 to calculate the benefits under (i) above. (b) All Other Participants: The benefit described under the Old Plan Formula for service prior to January 1, 1994 plus the benefit described under the New Plan Formula for service after December 3 1,1993. The past service benefit is guaranteed to be at least 25% of the contributory benefit formula.

(c)

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Gannett Co., Inc. Retirement Plan 5.

PART II(aa) (continued)

Emplovee Contributions: 3.75% of Weekly Compensation in excess of $312; interest is compounded annually at 5% as follows: interest is credited on employee contributions during the period which begins on the January 1st following the date the contribution was made and which ends on the last day of the month preceding the earliest to occur of: (a)
(b)

The month in which a refund of contributions is made, The month in which the participant's death occurs and The month during which the payment of retirement income commences.

(c) 6.

Withdrawal of Contributions: A participant who terminates service and who is entitled to a deferred retirement income may elect to receive a refund of the Employee Contributions with credited interest at any time subsequent to date of termination fiom employment and prior to the date of benefit commencement. In that event the Accrued Benefit will be reduced by the smallest of (a)
(b)

the annuity credits earned as a consequence of having made the required Employee Contributions; 10% of Employee Contributions with credited interest projected to normal retirement date at 5% per annum, compounded annually, and the portion of the Accrued Benefit deemed to be provided by the Employee's Contribution under the Internal Revenue Code.

(c) 7.

Normal Retirement Benefit: (a)
(b)

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

8.

Early Retirement Benefit: (a) Eligibility: First of the month coincident with or next following attainment of age 55. Benefit: Accrued Benefit payable in equal monthly installments, reduced 1/30 for each year payment commences prior to age 65.

(b) 9.

Postponed Retirement Benefit: (a)
(b)

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

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Gannett Co., Inc. Retirement Plan

PART II(aa) (continued)

I I I
I

(a)
(b)

Eligibilitv: Completion of 5 years of continuous Service or age 55. Benefit: Accrued Benefit payable in equal monthly installments. Benefit is unreduced at age 65, reduced 1/15 for each of the first 5 years that the benefit commences prior to age 65, and 1/30 for each of the next 5 years.

11. Pre-Vesting Benefit: (a)
(b)

Eligibility: Termination with less than 5 years of continuous Service. Benefit: Refund of employee contributions with credited interest or, if greater, the lump sum value of the portion of the accrued benefit deemed to be provided by the Employee's Contribution under the Internal Revenue Code.

12. Disability Benefit: (a) Eligibility: A Participant who is determined to be disabled, the first of the month coincident with or next following the date on which the Participant retirees or is retired fiom the Group. Benefit: Accrued Benefit payable in equal monthly installments.

(b)

13. Preretirement Death Benefit: (a) Eligibility: (i) 10 years of continuous Service with a surviving dependent. (ii) 5 or more years of continuous Service, but not more than 10 years of Continuous Service (iii) All other participants.
(b)

Benefit: (i) 50% of Accrued Benefit as of date of death, commencing on first of month following date of death. Upon cessation of benefit, the excess, if any, of the participant's contributions with credited interest over the aggregate of the annuity payments attributable to credits earned as a consequence of having made the required employee contributions will be paid in a lump sum.

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Gannett Co., Inc. Retirement Plan

PART II(aa) (continued)

(ii) 50% of the benefit payable had the Participant elected a 50% Contingent Annuity, commencing on the 1st day of the month on the later of the date of death and the date of the einployee's 55th birthday. Upon cessation of benefit, the excess, if any, of the Participant's contributions with credited interest over the aggregate of the annuity payments attributable to credits earned as a consequence of having made the required employee contributions will be paid in a lump sum. (iii) The participant's accumulated contributions with credited interest will be paid in a single sum to the participant's beneficiary if he dies prior to his normal retirement date and is not eligible for either of the above survivor benefits. In addition, a lump sum equal to a multiple of the participant's annual accrued benefit (after reduction for return of accumulated contributions) will be paid. The multiple is 3-112 if the deceased participant had at least 10 years of service and 2-113 if fewer than 10 years but death occurs between ages 55 and 65. 14. Postretirement Death Benefits: (a) Benefit: If a Life Annuity or a Contingent Annuity is the effective form, the participant's beneficiary will be paid a single sum equal to the excess of the participant's contributions with credited interest over the aggregate annuity payments made to both the participant and the contingent annuitant. In addition, if a single employee dies during postponed retirement with no valid optional form of annuity benefit election in effect, a lump sum equal to 6-112 times the participant's accrued benefit (after reduction for return of accumulated contributions) will be paid. If a 10 Year Certain and Life Annuity is in effect, the death benefit will be that provided by that form. If the participant dies prior to actually receiving 120 monthly payments, the beneficiary may request payment in a single sum of the commuted value of the remaining payments.
(b)

Time of Payment: The death benefit will be such as is provided by the annuity form in effect with respect to the participant on his date of death.

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

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

16.

Optional Fonns of Payment: (a) Actuarial equivalent 10-year certain and life annuity.

(b) Actuarial equivalent 50% or 100% contingent annuity.

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Gannett Co., Inc. Retirement Plan

PART II(aa) (continued)

17. Lump Sum Distribution: 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. Maximums on Benefit 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. Special Retirement Benefit Programs: (a) Indianapolis: (i) Eliibilitv: Full-time employees covered by Mailers contract who are age 50 or older on December 3 1,2000. (ii) Benefits: Accrued benefit calculated using three additional years of service and three additional years of age.
(b)

19.

Indianapolis: (i) Eligibility: Full-time employees of the Composing Room who attain age 50 or older on March 15,2001. (ii) Benefits: Accrued benefit calculated using three additional years of service and three additional years of age. (iii) William Grider (3 17-42-2303) and Timothy Ruse (3 11-54-3906) will receive their total benefits, including the portion of their benefit attributable to the EROP from the qualified plan. However, this enhanced benefit amount will be treated as a QSERP.

(c)

Indianapolis: (i) Eligibility: Full-time employees covered by Pressroom contract who are age 52 or older on June 1,2001. (ii) Benefits: Accrued benefit calculated using three additional years of service and three additional years of age.

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Gannett Co., Inc. Retirement Plan (d) Phoenix:

PART II(aa) (continued)

Elinibilitv: Union employees in the Composing Room who attain age 55 on or before December 3 1,2002 and who retire on or before June 1,2002 (but not prior to attainment of age 55). Benefits: Early retirement benefit plus temporary supplemental payments equal to the estimated age 62 Primary Social Security Benefit payable until age 62, or for two years, if longer.