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

Case 1:03-cv-02671-RPM

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PART II(q) GANNETT CO., INC. RETIREMENT PLAN (GREAT FALLS TRIBUNE RETIREMENT PLAN

PLAN PROVISIONS

1.

Effective Date: March 1, 1973, restated January 1, 1984.

2. Eligibility for Participation: All Qualified Employees on the January 1 or July 1 following one year of eligibility service.
3. Definitions: (a) Qualified Emplovee: Any regular employee of the Great Falls Tribune Company who is employed in a collective bargaining unit covered by a collective bargaining agreement that provides for participation in this plan. Includes employees represented by Mailers Union #167. The Great Falls Newspaper Guild Local 81 decertified effective January 1, 1993. Former members are covered under the step-rate provisions of the GRP for all-service with no offsets. Continuous Service: Uninterrupted service as a Qualified Employee of at least 20 hours per week. Vesting Service: One year of Vesting Service is earned for any plan year in which the employee completes 1,000 hours of service. In no event shall the number of years of Vesting Service be less than the number of years of Continuous Service. Credited Service: One year of Credited Service is earned for any plan year in which the employee completes 1,000 hours of service. In general, hours of service prior to April 30, 1965 and hours of service other than as a Qualified Employee are disregarded. Former ITU employees (Typographical Union #256) who become Qualified Employees on or after September 1, 1985 are granted Credited Service as Qualified Employees for the period during which they were ITU employees. In general, hours of service with a nonparticipating affiliate do not count as Credited Service unless otherwise specifically stated. Certified Earnings: Total compensation including payments during the plan year under an incentive pay plan after February 1, 1972, but excluding allowances or reimbursements for expenses, severance pay and payments or contributions to this plan or other benefit plans. Final Average Monthly Earnings: One-twelfth of the average of annual Certified Earnings for the five consecutive plan years of participation within the last fifteen plan years of participation that produce the highest average. For this purpose, if a participant's years of Credited Service include service as an ITU employee, he is deemed to have been a participant for the period during which he was an ITU employee.

(b)
(c)

(d)

(e)

(f)

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Gannett Co., Inc. Retirement Plan (g)

PART II(q) (continued)

Primaw Social Security Benefit: The amount estimated by the Company to be the Social Security primary monthly old age insurance benefit payable at the later of normal retirement or termination. For terminations prior to normal retirement, the Primary Social Security Benefit is calculated assuming compensation until normal retirement at the same rate as in effect prior to termination.

4.

Basic Pension Benefits: (a) Elifibilitv: The later of the last day of the month in which an employee attains age 65 or, for those employees who became participants after attainment of age 60, the fifth anniversary of participation or the completion of five years of Vesting Service, if earlier. Prospective Benefit: The sum of the amounts under (i) and (ii) below, but not less than the amount under (iii) below: (i)

(b)

An amount equal to (A) minus (B):
(A) (B) 1 213% of Final Average Monthly Earnings multiplied by years of Credited Service, not exceeding 30. 50% of the Primary Social Security Benefit multiplied by the ratio of years of Credited Service to the greater of (1) 30 or (2) the total number of years of Credited Service the participant would have had if employment continued until normal retirement.

(ii) (iii)

For employees on April 30, 1965, an amount equal to $3.00 multiplied by years of Continuous Service prior to April 30, 1965. For participants on December 3 1, 1981, the accrued monthly pension as of that date.

If a participant's years of Credited Service include service as an ITU employee, the benefit payable under this plan is reduced by any benefit payable under any plan to which the employer contributed during the period the participant was an ITU employee. 5. Basic Vested Benefits: (a)
(b)

Eligibility: Completion of five years of Vesting Service. Prospective Benefit: The benefit described in 4(b) above. Participants may elect to have payments begin on the first day of any month after attainment of age 55; such payments will be reduced as described in 6(b) below.

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Gannett Co., Inc. Retirement Plan

PART II(q) (continued)

6.

Basic Early Retirement Benefits: (a)
(b)

Elit5bilitv: Attainment of age 55 and completion of ten years of Vesting Service. Prospective Benefit: The benefit described in 5(b) above reduced 519th~ 1% for each of of the first 60 months and 5118ths of 1% for each additional month that benefit commencement precedes normal retirement.

7. 8.

Preretirement Death Benefits: Benefits are provided for eligible spouses as described in item 8 of Part II(a) except the assumed form of payment to the participant is a 50% contingent annuity. Postretirement Death Benefits: (a) Elinibiliw: Surviving spouse of a participant receiving a life annuity that dies within 24 months following early, normal or postponed retirement.

(b) Prospective Benefit: Monthly payments continue to the spouse until the spouse's death or until a total of 24 payments have been made to the participant and the spouse.

9.

Basic Postponed Retirement Benefits: Eligibility as described in item 10 of Part II(a). Benefits continue to accrue after normal retirement date as in 4 above.

10. Normal and Optional Forms of Benefits: Normal form as described in Part II(a) except the normal form for married employees is an actuarially reduced 50% contingent annuity. Optional forms are available upon prior election.
11.

Special Early Retirement Program: Eli~bilitv:Participants represented by Mailers Union #I67 provided they terminate on or after June 30,1988 and on or before July 3 1,1988 and, on termination, they have attained age 57 and completed at least either ten years of Vesting Service or ten years of Credited Service.

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Gannett Co., Inc. Retirement Plan

PART II(q) (continued)

Benefits: Accrued benefit payable immediately as of August 1,1988 and reduced for early retirement using subsidized factors shown below based on age and Vesting Service at retirement. In lieu of the increased pension, participants may elect to receive a lump sum equal to the actuarial equivalent present value of the difference between the benefit payable under this program and the benefit payable on the same date under the regular plan. Special Early Retirement Factors: Unreduced to Age
60 61 62 63 64 65

vest in^ Service

.98 at Age

25 years or more 24 years 23 22 21 10-20

Prior to the age at which .98 applies, factors are reduced .05 (fkom .98) for each additional year early.

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PART II(r) GANNETT CO., INC. RETIREMENT PLAN [UNION EMPLOYEES OF COURIER-JOURNAL AND LOUISVILLE TIMES) PLAN PROVISIONS 1. Effective Date: September 1, 1965. Amended and restated as of March 1, 1979. Latest amendment was effective January 1, 1988.

2 Eligibility for Participation: Members of unions that have bargained for these provisions on the . March 1 or September 1 next following completion of one year of service and attainment of age 21. (Note: The last union eligible for these provisions decertified in November, 1994.)
3.

Definitions: (a) Basic Compensation: Compensation determined at straight time rates including paid vacation, paid holidays, sales commissions and other incentive payments, but excluding bonuses, overtime pay or any other special compensation.

(b) Highest Average Earnings: The average of total Basic Compensation for the highest five consecutive calendar years of the last ten full calendar years prior to the earlier of termination or normal retirement date.

(c)

Social Security Benefit: The projected primary old age insurance benefit that the participant would be eligible to receive at the later of age 65 or the current age, but no later than the employee's Social Security Normal Retirement Age, determined in accordance with the Social Security Act in effect on the earlier of the employee's retirement or termination date or the date the participant attains Social Security Normal Retirement Age. If the member terminates with a vested benefit, then constant earnings until normal retirement date are assumed. If the member retires early under the plan, then zero future earnings are assumed. Benefit Service: (i) (ii) (iii) (iv) Prior to January 1, 1976: As defined in the predecessor plan. On and after January 1, 1976: One year of service for each calendar year for which the employee completes at least 1,000 hours of service. In no event shall Benefit Service be less than Credited Service accrued to February 28, 1979 under the predecessor plan. In general, service with a nonparticipating affiliate does not count as Benefit Service unless otherwise specifically stated.

(d)

(e)

Vesting Service: One year for each year of Benefit Service, excluding Benefit Service prior to the calendar year in which the employee attains age 18.

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Gannett Co., Inc. Retirement Plan
(f)

PART II(r) (continued)

Accrued Benefit: As of any date, the product of (i) and (ii) below: (i) Benefit described in 4(b) below based on projected Benefit Service at normal retirement date and on Highest Average Earnings and Social Security Benefit at termination. A fraction, the numerator of which is Benefit Service at termination and the denominator of which is prospective Benefit Service at normal retirement date.

(ii)

(g) Minimum Predecessor Plan Benefit: Benefit as described in item 3(n) of Part (a). 4. Basic Pension Benefits: (a)
(b)

Eli~bility:The first day of the month coincident with or next following attainment of age 65. Prospective Benefit: The sum of (i) and (ii) below, minimum (iii): (i) (ii) (iii) 2% of Highest Average Earnings minus 2% of the Social Security Benefit for each year of Benefit Service up to 25 years.
.5% of Highest Average Earnings for each year of Benefit Service in excess of 25 years.

Minimum Predecessor Plan Benefit.

5.

Basic Vested Benefits: (a) Eli~bilitv:In general, completion of five years of Vesting Service or attainment of age 65, if earlier. All employees who were members of the plan as of April 1, 1986 are 100% vested. Prospective Benefit: The greater of 3(f) and 3(g) above. Actuarially reduced benefits are payable upon early retirement on or after age 55.

(b)

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 ten years of Benefit Service. Prospective Benefit: The benefit described in 4(b) above reduced by 11360th for each of the first 36 months the early retirement date precedes the normal retirement date and by 11240th for each additional month early.

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Gannett Co., Inc. Retirement Plan

PART II(r) (continued)

7.

Disability Benefits: (a)
(b)

Eli~bilitv:Members who become totally and permanently disabled after completion of ten years of Benefit Service. Prospective Benefit: Basic Compensation at the rate for the highest of the three calendar years preceding disability and Benefit and Vesting Service at the rate of 1152nd of a year for each week shall be credited during the period of disability prior to disability retirement. Early Commencement of Benefits: A participant may choose to have benefit payments commence on the first day of any month following disability. The benefit described in 4(b) above shall be reduced as described in 6(b) above for retirements at and after age 55, or reduced 45% plus 0.25% for each month prior to age 55 for retirements prior to age 55. Payments cease upon the earlier of death or recovery.

(c)

(d)

Preretirement Death Benefits: (a) For beneficiaries of active members who die prior to normal retirement date, prospective benefits are the greatest of (i), (ii) or (iii) below. (i) (ii) A lump sum payment equal to Basic Compensation for the calendar year prior to death, rounded to the next highest multiple of $500. For members who are eligible for early retirement, the actuarial equivalent lump sum value of the guaranteed portion of the retirement benefit which would have been paid had the meinber retired early on the first day of the month in which death occurred. If the beneficiary is the member's spouse, the actuarial equivalent lump sum value of the monthly benefit the spouse would have received had the member terminated employment on the date of death, survived to the earliest retirement date, retired immediately with benefits payable under the normal form, and then died.

(iii)

(b)

Beneficiaries of fonner members who retired early fkom active employment and die prior to normal retirement date and prior to the commencement of benefits. Prospective benefits are the greater of (a)(ii) and (a)(iii) above. Spouses of former vested members who tenninated employment prior to becoming eligible for early retirement and die prior to the commencement of benefit payments. The prospective benefit is the benefit the spouse would have received had the meinber survived to the earliest retirement date, retired immediately with benefits payable under the normal form, and then died.

(c)

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Gannett Co., Inc. Retirement Plan

PART II(r) (continued)

9.

Postretirement Death Benefits: The excess, if any, of employee contributions with interest over the total benefit paid to the participant and any contingent annuitant. Otherwise, none except as may be provided under the normal form of annuity or election of an option.

10. Basic Postponed Retirement Benefits: Eligibility as described in item 10 of Part II(a). Benefits continue to accrue after normal retirement date as in 4 above. 11. Employee Contributions: Required under predecessor plan but none allowed after February 28, 1979. (a) Refunds of Contributions: (i) (ii) Eligibility: Anytime while employed, upon nonvested termination before age 55, upon death before earlier of actual or normal retirement date. Amount: Employee contributions credited with interest at the rate of 3.5% per year from the March 1 following date of contribution to March 1, 1976 and at the rate of 5% per year to December 3 1, 1987. Effective January 1, 1989, employee contributions are credited with interest at the Pension Reform Rate for each year beginning on and after January 1,1988.

(b)

Reduction in Benefit for Failure to Contribute or Withdrawal of Contributions: Retirement benefit reduced by 1.7% of the excess, if any, of average monthly earnings over covered compensation for each year and month of credited service prior to
-

March 1, 1973 for members who were not contributing on November 30, 1972 and were eligible to contribute at that time, or January 1, 1971 for members who were contributing on November 30, 1972 and whose contributions began on January 1,1971.

12. Normal and Optional Forms of Benefits: Normal form for unmarried employees is a ten-year certain and continuous 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% or 100% contingent annuitant options.

13.

Special Voluntary Early Retirement Program: If bargained for, as described in item 19(f) of Part (a).

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PART II(s) GANNETT CO., INC. RETIREMENT PLAN (RETIREMENT PLAN FOR EMPLOYEES OF THE SHREVEPORT TIMES AND NEWSPAPER PRODUCTION COMPANY) PLAN PROVISIONS

1. 2.

Effective Date: September 1, 1976. Most recent amendment January 1, 1989. Eligibility for Participation: All employees of the Shreveport Times and Newspaper Production Company who were participants in the superseded plan as of August 3 1, 1976; all others employed prior to September 1, 1977 on the later of the following dates: (i)the first anniversary after date of hire if 1,000 hours of service are completed during the 12-month period following date of hire or (ii) the September 1 next following the first plan year during which 1,000 hours of service are completed, but in no event earlier than September 1, 1976. Employees of either of the above employers whose terms and conditions of employment are deterrnined by a collective bargaining agreement or contract are excluded.

3.

Definitions: (a) Vesting and Credited Service: Completed months of service ffom last date of employment until retirement or termination, adjusted for any periods of employment prior to the last date of hire. In general, service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Compensation: Compensation reported on the participant's federal income tax withholding statement (form W-2) exclusive of expense allowances and any form of compensation which would not be taxable as F.I.C.A. wages without regard to the maximum taxable dollar limitation as defined in the Internal Revenue Code. Compensation may not exceed the qualified plan maximum defined in IRS Section 40 1(a)(17). Final Average Monthly Compensation: The average monthly rate of Compensation for the 5 successive calendar years out of the 10 calendar years next preceding retirement or termination which produces the highest monthly rate of Compensation.

(b)

(c)

4.

Basic Pension Benefits: (a) Elifibilitv: The first of the month coincident with or next following attainment of age 65 or the date the plan became effective with respect to the participating employer, whichever is later.

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I

Gannett Co., Inc. Retirement Plan

PART II(s) (continued)

~

I

(b)

Prospective Benefit: The sum of [(i) and (ii)] times (iii), plus [(iv) times (v)]: (i) (ii) (iii) (iv) (v) .75% of Final Average Monthly Compensation up to $500. 1.3% of Final Average Monthly Compensation in excess of $500. Years of Credited Service up to a maximum of 35 years. 1.O% of Final Average Monthly Compensation. Years of Credited Service in excess of 35 years.

(c)

Minimum Benefit: The December 3 1,1988 accrued benefit under the prior formula converted to a life annuity. The conversion factor applicable at retirement or termination prior to age 65 is 1.097555. Factors for postponed retirements are as defined in the prior plan document.

5.

Basic Early Retirement Benefits: (a) Eli~bilitv:Attainment of age 55 and completion of 10 years of Credited Service.

(b) Prospective Benefit: The benefit as described in 4(b) and 4(c) above, based on Credited Service and Final Average Monthly Compensation as of the early retirement date, reduced by .00333 for each month payment commencement date precedes normal retirement date.

6.

Basic Vested Benefits: (a)
(b)

Elinibilitv: The earlier of completion of 5 years of Vesting Service, or attainment of age 65. Retirement Benefit: The benefit as described in 4(b) and 4(c) above, based on Credited Service and Final Average Monthly Compensation as of termination, payable at normal retirement date. Early Commencement of Pawents: A participant may elect to have benefit payments commence on the first of any month coincident with or following attainment of age 55. The benefit shall equal the amount described in (b) above, reduced for each month payment commencement date precedes normal retirement date as in 5(b) above.

(c)

I
I

7.

Basic Postponed Retirement Benefits: (a) Eligibility: First day of any month following nonnal retirement date. Prospective Benefit: The benefit described in 4(b) and 4(c) above, based on Credited Service and Final Average Monthly Earnings as of the actual retirement date.

(b)

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Gannett Co., Inc. Retirement Plan 8. Basic Disability Benefits: (a)
(b)

PART II(s) (continued)

Eligibility: Total and permanent disability of a participant prior to normal retirement date. Prospective Benefit: (i) Payable to normal retirement date or, if earlier, recovery fiom disability or death: 50% of Final Monthly Average Compensation at the date of disability reduced by 60% of the monthly disability payable to the participant (exclusive of any benefits to a spouse or other eligible dependents) under the Social Security Act in effect on the December 3 1 immediately preceding the date of commencement of disability benefit payments. If the participant survives to normal retirement date and remains disabled, commencing on the normal retirement date payable in the Normal Form: benefit as described in 4(b) and 4(c) above, assuming continued service accrual fiom date of disability to normal retirement date and imputing earnings during that period at the rate in effect on date of disability. This benefit is subject to a maximum of the amount computed in (i) above.

(ii)

9.

Preretirement Death Benefits: (a) Eligibility: (i) For active employees, vested terminations prior to January 1, 1988 and on or after September 4, 1974, and deferred retirees: A benefit is payable to the spouse of any participant who dies after earning the right to a vested benefit provided they have been married for at least one year prior to the participant's death. For vested terminations on and after January 1, 1988: A benefit is payable to the eligible spouse provided the participant did not waive the option.

(ii)
(b)

Prospective Benefit for Deaths On or After Attainment of Age 55: The benefit that would have been payable under the 100% contingent annuitant option had the participant retired early on the first of the month following or coincident with the date of death. Prospective Benefit for Deaths Prior to Attainment of Age 55: The benefit that would have been payable under the 100% contingent annuitant option had the participant separated from service on the date of death (for participants in active service at death), survived to the earliest early retirement date, retired on such date, and then died. For covered spouses of vested terminated employees who terminated prior to January 1, 1989, benefits are payable under the 50% contingent annuitant option.

(c)

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Gannett Co., Inc. Retirement Plan

PART II(s) (continued)

For spouses of vested terminations on and after January 1, 1988 who elected the option, benefits are reduced for each year between the effective date of the option and the date of death as follows: For Years Between Ages 35 -45 100% CA Level 0.2% per year 50% CA Level 0.1% per year

(d) 10.

Duration of Payment: Life of the spouse.

Postretirement Death Benefits: (a)
(b)

Eli~bilitv:Beneficiaries of participants who die after the normal retirement date but prior to actual retirement. Prospective Benefit: Benefit payable for life, which can be provided on an actuarially equivalent basis by the single-sum value of the participant's monthly normal retirement income computed as of the normal retirement date accumulated with interest, compounded annually, to the date of death, provided that if the beneficiary is the participant's spouse the benefit shall be no less than the benefit in (9) above.

11.

Emplovee Contributions: None are required.

12. Normal and Optional Forms of Payment: Normal form for unmarried employees is a 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 beneficiary. The participant may elect, in writing, any of the following optional forms of benefits. (a)
(b)

Life annuity. 50%, 66 2/3%, 75% or 100% contingent annuitant options. 10-year certain and continuous annuity.

(c)

13. Maximum Benefits: Maximum benefits payable conform to those set forth in Section 415 of the Internal Revenue Code of 1954 as amended by the Tax Reform Act of 1986.

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SI-164 Gannett Co., Inc. Retirement Plan 14. Early Retirement Opportunity Program: Eligibility: Participants who terminate on or before July 1, 1991 and, as of December 3 1, 1991, have attained age 55 and completed at least ten years of Credited Service. Benefit: Early retirement benefit plus a temporary supplement payable until age 62 or for two years, if later. The supplement equals the estimated Primary Social Security benefit earned to date, payable at the age supplemental payments cease, and prorated for service less than 35 years. PART II(s) (continued)

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SI-165 PART II(t) GANNETT CO., INC. RETIREMENT PLAN (THE DETROIT NEWS-NEWSPAPER GUILD) PLAN PROVISIONS 1. 2. Effective Date: January 1, 1994. Eligbilitv for Participation: All participants in The Detroit News - Newspaper Guild of Detroit Retirement Income Plan (Prior Plan) as of December 3 1,1993. Benefits under the Prior Plan were fiozen as of November 27, 1989. There will be no new participants covered under these provisions. Definitions: (a) Years of Service: An employee receives one Year of Service for each calendar year in which 1,000 or more hours of service are completed. A proportionate Year of Service is granted as the ratio of the number of shifts' pay earned to 235 (not to exceed one), rounded to the nearest 1/12 of a year. Participation Service: Years and months of employment in a position covered in the collective bargaining agreement of the Detroit Newspaper Guild. Credited Service: An employee receives one Year of Credited Service for each calendar year in which he earns 235 or more shifts' pay. Proportionate credit is given to the nearest 1/12 of a year. No Credited Service is granted for pay earned after November 26, 1989. In general, service with a nonparticipating affiliate does not count as Credited Service unless otherwise specifically stated. Accrued Normal Retirement Benefit: The amount of benefit determined under the normal retirement formula based on the Credited Service and benefit rate in effect at date of determination.

3.

(b)

(c)

(c)

4.

Basic Pension Benefits: (a)
(b)

Elinibilitv: Age 65 and completion of at least 10 years of Participation. Prospective Benefit: Monthly benefit equal to the sum of (i) and (ii) below: (i) (ii) $8.50 times Years of Credited Service, plus the actuarial equivalent of $125 multiplied by Years of Credited Service.

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SI-166 Gannett Co., Inc. Retirement Plan PART II(t) (continued)

5.

Basic Early Retirement Benefits: (a) Eli~bility:Age 60 and completion of at least ten Years of Service. Prospective Benefit: Monthly benefit equal to the sum of (i) and (ii) below: (i) (ii) $8.50 times Years of Credited Service reduced 54% for each month retirement precedes age 65, plus the actuarial equivalent of $125 multiplied by Years of Credited Service.

I
6.

(b)

Basic Vested Benefits: (a)
(b)

Eli~bilitv:Completion of 5 Years of Service. Retirement Benefit: Accrued Benefit based on Credited Service at termination. Early Commencement of Payments: A participant may elect to have benefits commence on or after attainment of age 60. The benefit equals the amount in (b) above reduced %% for each month commencement precedes age 65.

(c)

7.
I

Basic Postponed Retirement Benefits: (a)
(b)

Eli~bilitv:Retirement after age 65. Prospective Benefit: Benefit in (4)(b) above based on Credited Service as of actual retirement date.

8.

Preretirement Death Benefits: (a) Annuity: (i) (ii) Eli~bilitv:A benefit is payable to the spouse of any vested married participant who dies prior to receipt of benefits. Prospective Benefit: 50% of the vested portion of the Accrued Normal Retirement Benefit reduced for payment prior to age 65 and for election of the joint annuitant option. (See Normal and Optional Forms of Payment, below.) Payable on the first day of the month following the later of the date of the participant's death or what would have been the participant's 60th birthday.

(b)

LLlmpSum: (i) Eli~bility:Beneficiary of participant who dies in active employment with at least one Year of Credited Service who was last hired prior to January 1, 1973.

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Gannett Co., Inc. Retirement Plan (ii)

PART II(t) (continued) Prospective Benefit: In addition to the benefit payable under (a) above, a lump sum of $125 times Years of Credited Service reduced by 10% for each year (or fraction of a year) by which Credited Service is less than six years.

9.

Disability Retirement Benefits: (a) Eli~bility:Eligible for Social Security disability benefits and completion of at least ten Years of Service. Prospective Benefit: Accrued Normal Retirement Benefit payable immediately with no reduction for early commencement.

(b)
10.

Basic Termination Benefit: (a)
(b)

Eligibility: Participant last hired prior to January 1, 1973 who terminates with at least one Year of Credited Service but less than ten years. Prospective Benefit: Lump sum payment equal to $125 for each year (or fraction of a year) by which Credited Service is less than six years.

11. Normal and Optional Forms of Payment: (a) Normal form for unmarried employees is a single life annuity with 120 monthly payments guaranteed. (The 120 month guarantee does not apply to participants who terminated with a deferred vested benefit and began receiving benefits prior to January 1,1976.) For married employees, the normal form is a 50% joint and surt.ivor annuity reduced by an adjustment factor. The adjustment factor is 95% less 0.6% for each 12 months by which the spouse's age is less than the participant's age or increased by 0.6% (to a maximum of 100%) for each 12 months by which the spouse's age exceeds the participant's age.
An employee last hired prior to January 1, 1973 who terminates after becoming eligible for a Normal, Early, Disability or Vested benefit may elect to receive the $125 benefit as a lump sum payment in lieu of monthly payments.

(b)

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PART II(u) GANNETT CO., INC. RETIREMENT PLAN (MULTIMEDIA, INC.) PLAN PROVISIONS 1. Effective Date: April 1, 1996. Prior Plan amended and restated effective January 1, 1989. Latest amendments effective January 1, 1995 for NewsTalk Television, Inc; effective January 1, 1994 for all other properties. The following properties are covered under the provisions contained in this outline. Original Prior Plan effective dates are provided for each property, if available: Reference Name Greenville MM Publishing (South Carolina) MM Publishing (North Carolina) Asheville Montgomery Service Engraving Prattville Autauga Clarksville Nashville (Music City) (sold) Surnner Knoxville (WBIR) Macon (WAYS) Macon (WMAZ-TV) Cincinnati (WLWT) ME1 (sold in 1996) MM Corp. Property Greenville News Piedmont Co. Multimedia Publishing of South Carolina, Inc. Multimedia Publishing of North Carolina, Inc. Asheville Citizens-Times Publishing Company The Advertiser Co. Service Engraving Co. Prattville Progress Autauga Times Leaf-Chronicle Co. Music City News, Inc. Sumner Times, Inc. December 27,1944 November 1,1979 November 1,1979 November 1,1979 September 1, 1990 January 1,1975 January 1,1975 January 1,1975 August 18, 1955

Multimedia Broadcasting Co.: January 1,1973 WAYS -sold December 9, 1996 WBIR-TV WMAZ-TV WLWT -sold January 3 1, 1997 Multimedia Entertainment, Inc., A South Carolina Corporation Multimedia, Inc. October 20,1976 October 20, 1976 January 1,1980

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SI-169 Gannett Co., Inc. Retirement Plan Reference Name Mountain Home Ohio Valley (sold July 1998) Point Pleasant Staunton MCCV (sold January 3 1,2000) Property Baxter County Newspapers, Inc. Ohio Valley Publishing Co. Point Pleasant Register Co. Staunton Leader Publishing Co. Multimedia Cablevision, Inc. January 1,1980 January 1,1980 January 1,1980 January 1,1980 July 1, 1980 February 1,1984 April 1, 1988 February 1,1984 February 1,1984 February 1,1984 December 26,1990 September 15, 1991 January 1,1993 January 1,1995 January 1,1980 July 1, 1980 PART II(u) (continued)

MCCV (Midwest) Multimedia Cablevision of (sold January 31,2000) Midwest City, Inc. MCCV (Valley) Norman Stillwater Cushing Cleveland (WKYC) Multimedia Motion Pictures St. Louis (KSDK) NewsTalk Moultrie (sold April 1997) Air Capital (sold January 3 1,2000) Valley Cablevision Cablevision of Norman Cablevision of Stillwater Cablevision of Cushing WKYC-TV Multimedia Motion Pictures, Inc. Multimedia KSDK, Inc. NewsTalk Television, Inc. Shutdown December 4,1996 Observer Publishing Co. Multimedia Cablevision -Air Capital (for former Eagle Security Systems, Inc. employees, effective January 1, 1992) Cablevision of Great Bend Cablevision of Lamed Cablevision of Housington Cablevision of Lacrosse Medicine Lodge CATV, Inc.

Great Bend Larned Housington Lacrosse CATV

October 1, 1986 October 1, 1986 October 1, 1986 October 1, 1986 July 1, 1981

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Gannett Co., Inc. Retirement Plan Reference Name Security Services Property Multimedia Security Services, Inc. January 1,1994 January 1, 1985

PART II(u) (continued)

Tar River Tar River Communications, Inc. (sold January 3 1,2000) (for former Prime Time Cable employees, effective November 30, 1992) Fountain Inn Robertson County Fountain Inn Tribune-Times Robertson County Times

June 30,1987 January 6, 1988

1

The following are all units of Multimedia Cablevision-Illinois (sold January 3 1,2000): Reference Name Oaklawn Oak Forest Batavia June 19,1980 November 19,1980 January 2,198 1 January 16,1981 February 27,1981 March 13,1981 April 10, 1981 July 8, 1981 October 15, 1981 June 22,1982 October 6, 1982 March 14,1983 February 14,1984

!
~

Evergreen Park Hometown Lisle Chicago Ridge Harvey Markham Alsip Illinois

1

South Holland Villa Park

Asheville, Greenville, Clarksville, Nashville (Music City), Sumner, Knoxville (WBIR), Macon (WMAZ-TV), Macon (WAYS), Cincinnati (WLWT) and ME1 employees became covered under the plan as of October 3 1, 1979 but were granted credit for all prior service.

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Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

The following have been sold: Macon (WAYS) on December 9,1996; Cincinnati (WLWT) on January 3 1, 1997; Observer Publishing Co. (Moultie) in April, 1997. Accruals for covered employees at these properties cease on the sale date. For vested participants, benefits accrued to the date of sale become payable under the terms of the plan applicable to vested terminated employees or deferred early retirees, if retirement eligible on the date of sale. 2. Eligibility for Participation: (a) Each employee as of October 3 1, 1979 becomes eligible for participation on November 1, 1979. (This includes properties with an Original Effective Date of November 1, 1979.) Each employee hired on or after November 1, 1979 becomes eligible to participate on the January 1 or July 1 coincident with or next following attainment of age 21 and completion of one Qualifying Year of Service, provided they are not covered under a collective bargaining agreement or unless that agreement specifically provides for participation in this plan. (Prior to January 1, 1988 participants hired after age 60 were excluded fi-om the Prior Plan.)

(b) Employees of the following properties as of December 3 1, 1979 became plan participants on January 1, 1980 without regard to the age and service requirements:
Mountain Home Moultie Ohio Valley (sold) Staunton (c) (d) Employees of MCCV and Air Capital as of June 30, 1980 became plan participants on July 1, 1980 without regard to the age and service requirements. Employees of the following properties as of the date listed below became plan participants on that date without regard to the age and service requirements: Robertson County Cleveland (WKYC) Multimedia Motion Pictures St. Louis (KSDK) (e) January 6,1988 December 26,1990 September 15, 1991 January 1,1983

Employees of Montgomery and Service Engraving who did not have an account balance in the prior profit sharing plan as of September 1, 1979 and who were over age 65 as of that date are excluded from participation. See Appendix I for special eligibility provisions for certain MCCV employees. See Appendix J for special eligibility provisions for certain Multimedia Cablevision Illinois employees. For Macon (WAYS), NewsTalk and Cincinnati (WLWT), all service accruals ceased upon date of sale or shutdown. All employees were treated as terminations.

(f)
(g) (h)

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Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

3.

Definitions: (a) Prior Plan: Retirement Plan for Multimedia, Inc. And Affiliated Employers. Service: A Year of Service is granted for each plan year in which an employee works 1,000 hours or more. Service under any prior plan of an affiliate shall be counted for purposes of determining Vesting Service and Qualifyrng Years of Service only, unless otherwise specifically specified by another provision of the Prior Plan. If the affiliate did not maintain a prior plan, service with the affiliate for vesting purposes shall be determined as the number of full years and completed months of continuous employment with the affiliate fiom the most recent date of hire until the January 1 coincident with or immediately preceding the date of affiliation with the Prior Plan.

(b)

A n employee who has at least one hour of service after December 3 1,1987 and who was previously excluded fiom participation due to an age at hire at or over 60, receives retroactive service back to date of hire for all purposes other than benefit accrual.
(c) Qualifving Year of Service: A Qualifying Year of Service is the 12 consecutive month period beginning on an employee's date of hire during which 1,000 hours of service are completed. If 1,000 hours are not completed during the initial 12-month period, then a Qualifling Year of Service is any plan year in which the employee completes 1,000 hours of service.

(d) Year of Vesting Service: Years of Service excluding plan years prior to the plan year in which the participant attains age 18. (e) Credited Service: (i)

A year of Credited Service is granted for each Year of Service after the date a property became affiliated with the Prior Plan. If employment terminates due to nonnal, delayed or disability retirement or death, a full year of Credited Service is granted for the final year of employment. An employee who has at least one hour of service after December 3 1,1987 and who was previously excluded fiom participation due to an age at hire at or over 60, receives Credited Service for Years of Service beginning on or after January 1, 1988 only.

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Gannett Co., Inc. Retirement Plan (ii)

PART II(u) (continued) Special Credited Service provisions are described in the appendices of this Part II(u) for the following properties: Property Autauga Affected Participants Employees as of September 1, 1990 Appendix B C

Asheville, Clarksville, Employees as of October 3 1, 1979 Nashville (Music City) (sold), Sumner Greenville Knoxville (WBIR) Macon (WAYS) Macon (WMAZ-TV) Cincinnati (WLWT) ME1 Staunton MCCV St. Louis (KSDK) (iii) Employees as of October 3 1, 1979 Employees as of October 3 1, 1979

D E

Employees as of October 3 1, 1979 Employees as of December 3 1, 1979 Certain employees as of March 2, 1981 Employees as of January 1, 1993

F

H
I

K

For the following properties, Credited Service for service prior to the Affiliation Date is granted as one-half year of credited service for each year of service: Property Autauga Cincinnati (WLWT) ME1 Ohio Valley Point Pleasant, W. Va. MCCV MCCV (Midwest) MCCV (Valley) Nonnan Stillwater Affiliation Date September 1, 1990 March 1, 1976 March 1,1976 September 30, 1977 September 30, 1977 January 1,1980 February 1,1984 April 1,1988 February 1,1984 February 1,1984

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i

SI-174
Gannett Co., Inc. Retirement Plan Property Cushing Air Capital (sold January 3 1,2000) Great Bend Larned Housington Lacrosse Tar River (sold January 3 1,2000) Affiliation Date February 1,1984 January 1,1980 October 1, 1986 October 1, 1986 October 1, 1986 October 1, 1986 January 1,1985 June 30,1987 January 6,1988 PART II(u) (continued)

n Fountain I n
Robertson County (iv)

For the following properties, Credited Service equal to years and months of employment is granted for service completed prior to the date below: Property Mountain Home Moultrie January 3,1976 January 1,1980

Credited Service after that date is as defined in (i) above. (v)
(f)

In general, Years of Service with a nonparticipating affiliate do not count as Credited Service unless otherwise specifically stated.

Earnings: Prior to January 1, 1994, regular compensation, overtime, commissions, talent fees and bonuses, including compensation deferred under a 401(k) plan and salary . reductions under a Section 125 plan. On and after January 1,1994, W-2 earnings minus reimbursed deductible moving expenses and plus compensation deferred under a 401(k) plan and salary reductions under a Section 125 plan. Earnings received while in a collectively bargained position not covered under the plan are not included in determining Average Earnings. Earnings with an affiliate prior to the acquisition date are included, unless specifically excluded by another provision of the plan.

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SI-175 Gannett Co., Inc. Retirement Plan PART II(u) (continued)

(g) 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.
(h) Primaw Social Security Benefit: The projected primary old age insurance benefit that the participant would be entitled to receive at Normal Retirement Age, determined in accordance with the Social Security Act in effect at termination or retirement. For retirements or terminations prior to Normal Retirement, it is assumed that the participant's earnings continue at the level of Average Earnings until Normal Retirement. For years for which actual earnings are not available, earnings are estimated based on the change in Social Security average wages from year to year.

(i)

Actuarial Equivalence: Actuarial equivalence is based on the following: (i) (ii) Mortality: 1994 GAR Unisex Mortality. Interest: Average of 30-year Treasury rates in effect during November of the year immediately prior to date of distribution.

(j)

Prior Plan Account Balance: (i) For Montgomery and Service Engraving, the Prior Plan Account Balance as of August 3 1, 1979 is the Schedule B amount listed in Appendix A of this Part II(u). The Prior Plan Account Balance is re-determined as of each August 3 1 and equals the prior year's balance increased 8% plus the Schedule A amount listed in Appendix A of this Part II(u).

O Minimum Accrued Benefit: For Montgomery and Service Engraving,
the Actuarial Equivalent of the Prior Plan Account Balance less the Actuarial Equivalent as of August 3 1, 1979 of the Schedule B amount listed in Appendix A of this Part II(u). This Minimum Accrued Benefit is determined as of the August 31 preceding the benefit determination date. 4. Basic Pension Benefits: (a) Eli~bilitv:The first of the month coincident with or next following the later of attainment of age 65 or the fifth anniversary of participation. For participants as of January 1, 1988, the participation requirement does not apply.

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Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

(b) Prospective Benefit: The greatest of (i) (ii) or (iii):
(i) 1.25% of Average Earnings times Credited Service less 1.25% of Primary Social Security Benefit times Credited Service. The greater of (A) or (B): (A) (B) (iii) $300. $96 times Credited Service, maximum 5 years.

(ii)

If the employee participated in the prior plan of an affiliate, the benefit provided under that prior plan based: (A) (B) on credited service as defined under the prior plan projected to normal retirement date, and on the assumption that W-2 earnings remain level after 1978 and equal 1978 W-2 earnings.

For Montgomery and Service Engraving, this is the Minimum Accrued Benefit described in item (3)(k) above. Applicable formulas for prior plan benefits are described in the appendices of this Part II(u) for the following properties: Property Affected Participants Appendix C

Asheville, Employees as of October 3 1, 1979 Clarksville, Nashville (Music City), Sumner Greenville Knoxville (WBIR.) Macon (WAYS) Macon (WMAZ-TV) Cincinnati (WLWT) ME1 Moultrie Employees as of October 3 1, 1979 Employees as of October 3 1, 1979

D E

Employees as of October 3 1, 1979 Employees as of February 5,1979 who were over age 60 as of that date Employees as of December 3 1, 1979 Employees as of January 1, 1993

F
G

Staunton St. Louis (KSDK)

H K

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i

Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

5.

Basic Vested Benefits: (a) Eligibility: Completion of five Years of Service or attainment of normal retirement age. Prospective Benefit: Benefit payable at age 65 equals the greater of (i) or (ii). (i) the greater of the benefit as described in 4(b)(i) or 4(b)(iii) above based on prospective Credited Service at normal retirement, multiplied by the ratio of actual Credited Service to prospective Credited Service at normal retirement. the greater of (A) and (B): (A) (B) (c) $96 times Credited Service, maximum 5 years. $300, multiplied by the ratio of actual Credited Service to prospective Credited Service at normal retirement.

(b)

(ii)

Early Commencement of Pavments: A participant who has completed 5 Years of Service (10 Years of Service required for retirement prior to April 1, 1996) as of termination may elect to have benefit payments commence on an early retirement date. Benefits are reduced by 1115th for each of the first five years and by 1130th for each of the next five years by which benefit commencement precedes the normal retirement date.

6.

Basic Early Retirement Benefits: (a) Eligibility: The first day of any month coincident with or next following attainment of age 55 and completion of 5 Years of Service (10 Years of Service required for retirement prior to April 1, 1996). Prospective Benefit: The benefit described in 5(b) above reduced by .00333 for each month benefit commencement precedes the normal retirement date.

(b)

7.

Disability Benefits: (a)
(b)

Eligibility: Total and permanent disability and at least ten Years of Service as of an early or normal retirement date including years accruing during the period of disability. Benefits: Benefits payable from this plan are based on: (i) continued service accrual to actual retirement date (while the participant is receiving benefits from either a long-tenn disability plan sponsored by the Company or fiom Social Security), annual Earnings subsequent to disability assumed equal to Earnings for the calendar year immediately preceding the year in which disability occurs, and a Primary Social Security Benefit calculated as of the date benefit payments cormnence, but based on the Social Security law in effect on the January 1 of the year in which the participant became disabled.

(ii) (iii)

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Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

Benefits commencing prior to normal retirement date are reduced as described in 6@) above.

8.

Preretirement Death Benefits: (a)
(b)

Eli~bilitv: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 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 with the spouse or beneficiary as the contingent annuitant. Prospective Benefit for Death Prior to Earliest Retirement Date: The benefit that would have been payable if the participant had separated from service on the date of death (actual separation date used for vested terminated participants), survived to the earliest retirement date, retired and elected a 50% contingent annuity option with the spouse or beneficiary as the contingent annuitant, and then died on the day after the earliest retirement date. Death Without Beneficiary: In the absence of a beneficiary election by an unmarried participant, for the purpose of calculating the benefit payable to the participant's estate, it is assumed that the contingent annuitant is the same age as the participant. The benefit is paid to the participant's estate within five years of death. Benefit Commencement Date: The spouse of a deceased participant may elect as a benefit commencement date any date between the participant's death and the date on which the participant would have attained age 70 %. Payments beginning prior to what would have been the participant's earliest retirement date are actuarially reduced fkom that date. Duration of Pament: Life of the spouse or beneficiary (except as noted in (g) below). Commencement of and Period for Payment of Death Benefits: If the beneficiary is other than the spouse, and if payments do not commence within one year of the participant's death, then the entire interest is paid within five years of the participant's death.

(c)

(d)

(e)

(f)

(g)

9.

Postretirement Death Benefits: None except as provided by the normal form of annuity or option elected.

10. Basic Postponed Retirement Benefits:
(a)
(b)

Eli~bilitv:The first of any month following a participant's normal retirement date. Prospective Benefit: The benefit described in 4@) above based on Average Earnings, Credited Service and Primary Social Security Benefit as of actual retirement date, but not less than the benefit calculated as of the participant's normal retirement date.

11. Emplovee Contributions: None are required or permitted.

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Gannett Co., Inc. Retirement Plan

PART II(u) (continued)

12. Normal and Optional Forms of Benefits: Nonnal form for unmarried participants is a single life annuity. Married participants with at least one hour of service on or after August 23, 1984 receive the basic benefits described above actuarially reduced to provide for a 50% contingent annuitant option with the spouse as contingent annuitant. All employees may elect any of the following optional forms of benefits: (a)
(b)

Life annuity. 100% or 50% contingent annuity. 10-year or 20-year certain and continuous annuity (certain period may not exceed the participant's expected lifetime or the joint expected lifetime of the participant and beneficiary).

(c)

Any participant not receiving benefits on August 23, 1984 who received at least one hour of service on or after September 2, 1974 but did not receive any service after January 1, 1976 must be given the opportunity to elect to have his or her benefits paid in the form of a 50% contingent annuity with the spouse as the beneficiary. 13. 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. Effective April 1, 1996, for any terminated employee not yet in payment status, if the Actuarial Equivalent value of monthly benefit payments is $1,000 ($3,500 prior to January 1, 1998, $5,000 effective January 1, 1998 through March 27,2005) or more, but not greater than $10,000, the participant may elect payment in a single sum. Immediate annuities payable in the normal form are also available. Minimum Distribution Requirements: See item (14) of Part II(a). Maximums on Benefits and Pay: All benefits and pay for any calendar year may not exceed the maximum limitations for that year as defined in the Internal Revenue Code. Dollar limits increase automatically as changes become effective. For all participants active on or after January 1, 1994 whose accrued benefit as of January 1,1994 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 fonnula and current maximums on pay as applied to the employee's total years of Credited Service.

14. 15.

(b)

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Gannett Co., Inc. Retirement Plan 16.

PART II(u) (continued)

Special Benefits for Employees Retiring from Montgomew and Service Engraving Prior to September 1, 1979: Retired employees from these properties who retired prior to September 1, 1979 and are receiving payments from the prior profit sharing plan, are entitled to an equivalent benefit from this plan effective immediately after the last full payment of their profit sharing account balance. Detailed provisions not provided in this summary are as set forth in the Retirement Plan for Multimedia, Inc. And Affiliated Employers as in effect on the day prior to the plan merger, March 31, 1996. Special Early Retirement Programs: (a) Greenville: Eli~bility:Non-Union employees in the Advertising, Circulation, Market Development, NewsIEditorial or Production departments who attain age 55 and complete at least 10 years of service on or before December 3 1,2001 and who retire on or before April 1,2002. Benefits: Accrued benefit based on age at retirement plus three additional years and Credited Service at retirement plus three additional years plus a temporary supplement payable until age 62 for two years, if longer. The supplement equals the Primary Social Security Benefit earned to date, payable at the age supplemental payments cease. In addition, an extra $50 per month in pension benefits is paid to participants who are over age 65 as of their retirement date for a 24 month period to offset a portion of the costs associated with Medicare.

17.

18.

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Gannett Co., Inc. Retirement Plan PLAN PROVISIONS . APPENDICES .

PART II(u) (continued)

Appendix A: Appendix B: Appendix C: Appendix D: Appendix E: Appendix F: Appendix G: Appendix H: Appendix I: Appendix J: Appendix K:

Montgomery and Service Engraving ................................................SI-186 Autauga ............................................................................................... SI- 194 Asheville. Clarksville. Nashville (Music City) (sold). Sumner ..........SI-195 Greenville............................................................................................ SI-206 Knoxville (WBIR). Macon (WAYS). Macon (WMAZ-TV) ..............SI-2 10 Cincinnati (WLWT) and ME1............................................................I - 11 Moultrie...............................................................................................SI-213 Staunton ..............................................................................................SI-2 14 MCCV ...........................................................................................S I - 2 8 Multimedia Cablevision-Illinois (sold) ..........................................SI-219 St. Louis (KSDK)................................................................................SI-220