Liberty Group Publishing, Inc. Executive Deferral Plan



 Exhibit 10.4 
 THE EXECUTIVE 
 NONQUALIFIED “EXCESS” PLANTM 
 Plan Document 







 TABLE OF CONTENTS 
 THE EXECUTIVE NONQUALIFIED EXCESS PLAN 
  

					
	 	  	 	  	Page
	Section 1. Purpose	  	1
		
	Section 2. Definitions	  	1
	    2.1	  	“Accrued Benefit”	  	1
	    2.2	  	“Active Participant”	  	1
	    2.3	  	“Adoption Agreement”	  	1
	    2.4	  	“Adjustment Date”	  	2
	    2.5	  	“Beneficiary”	  	2
	    2.6	  	“Board”	  	2
	    2.7	  	“College Education Account”	  	2
	    2.8	  	“Committee”	  	2
	    2.9	  	“Compensation”	  	2
	    2.10	  	“Deferred Compensation Account”	  	2
	    2.11	  	“Dependent Subaccount”	  	2
	    2.12	  	“Disability”	  	2
	    2.13	  	“Effective Date”	  	3
	    2.14	  	“Eligible Dependent”	  	3
	    2.15	  	“Employee”	  	3
	    2.16	  	“Employer”	  	3
	    2.17	  	“Employer Matching Credits”	  	3
	    2.18	  	“Employer Performance Incentive Credits”	  	4
	    2.19	  	“Independent Contractor”	  	4
	    2.20	  	“Normal Retirement Age”	  	4
	    2.21	  	“Participant”	  	4
	    2.22	  	“Participating Employer”	  	5
	    2.23	  	“Plan”	  	5
	    2.24	  	“Plan Administrator”	  	5
	    2.25	  	“Plan Year”	  	5
	    2.26	  	“Qualifying Distribution Event”	  	5
	    2.27	  	“Regular In-Service Withdrawals Account”	  	5
	    2.28	  	“Retire” or “Retirement”	  	5
	    2.29	  	“Salary Deferral Agreement”	  	5
	    2.30	  	“Salary Deferral Credits”	  	5
	    2.31	  	“Service”	  	6
	    2.32	  	“Sponsor”	  	6
	    2.33	  	“Spouse” or “Surviving Spouse”	  	6
	    2.34	  	“Trust”	  	6
	    2.35	  	“Trustee”	  	6
	    2.36	  	“Years of Service”	  	6









					
	Section 3. Credits to Deferred Compensation Account	  	6
	    3.1	  	Salary Deferral Credits	  	6
	    3.2	  	Employer Matching Credits	  	7
	    3.3	  	Employer Performance Incentive Credits	  	7
		
	Section 4. Qualifying Distribution Events	  	8
	    4.1	  	Death of a Participant	  	8
	    4.2	  	Disability	  	8
	    4.3	  	Termination of Service	  	8
	    4.4	  	Retirement	  	9
		
	Section 5. In-Service Withdrawals	  	9
	    5.1	  	Regular In-Service Withdrawals	  	9
	    5.2	  	Financial Hardship Withdrawals	  	10
	    5.3	  	“Haircut” Withdrawals	  	11
	    5.4	  	College Education Withdrawals	  	11
		
	Section 6. Qualifying Distribution Events Payment Options	  	12
	    6.1	  	Payment Options	  	12
	    6.2	  	Prepayment	  	12
	    6.3	  	Benefit Exchange	  	13
		
	Section 7. Vesting	  	13
		
	Section 8. Account; Deemed Investment; Adjustment of Accounts	  	14
	    8.1	  	Account	  	14
	    8.2	  	Deemed Investments	  	14
	    8.3	  	Adjustments to Deferred Compensation Accounts	  	14
		
	Section 9. Administration by Committee	  	15
	    9.1	  	Membership of Committee	  	15
	    9.2	  	Committee officers; Subcommittee	  	15
	    9.3	  	Committee meetings	  	15
	    9.4	  	Transaction of business	  	15
	    9.5	  	Committee records	  	16
	    9.6	  	Establishment of rules	  	16
	    9.7	  	Conflicts of interest	  	16
	    9.8	  	Correction of errors	  	16
	    9.9	  	Authority to interpret Plan	  	16
	    9.10	  	Third party advisors	  	17
	    9.11	  	Compensation of members	  	17
	    9.12	  	Expense reimbursement	  	17
	    9.13	  	Indemnification	  	17
		
	Section 10. Contractual Liability; Trust	  	18
	    10.1	  	Contractual Liability	  	18
	    10.2	  	Trust	  	18









					
	Section 11. Allocation of Responsibilities	  	18
	    11.1	  	Board	  	18
	    11.2	  	Committee	  	19
	    11.3	  	Plan Administrator	  	19
		
	Section 12. Benefits Not Assignable; Facility of Payments	  	19
	    12.1	  	Benefits not assignable	  	19
	    12.2	  	Payments to minors and others	  	20
		
	Section 13. Beneficiary	  	20
		
	Section 14. Amendment and Termination of Plan	  	21
		
	Section 15. Communication to Participants	  	21
		
	Section 16. Claims Procedure	  	21
	    16.1	  	Filing of a claim for benefits	  	21
	    16.2	  	Notification to claimant of decision	  	22
	    16.3	  	Procedure for review	  	22
	    16.4	  	Decision on review	  	23
	    16.5	  	Action by authorized representative of claimant	  	23
		
	Section 17. Miscellaneous Provisions	  	23
	    17.1	  	Set off	  	23
	    17.2	  	Notices	  	23
	    17.3	  	Lost distributees	  	24
	    17.4	  	Reliance on data	  	24
	    17.5	  	Receipt and release for payments	  	24
	    17.6	  	Headings	  	25
	    17.7	  	Continuation of employment	  	25
	    17.8	  	Merger or consolidation	  	25
	    17.9	  	Construction	  	25








 THE EXECUTIVE  
 NONQUALIFIED “EXCESS” PLANTM 
 Section 1. Purpose: 
 By
execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein to provide a means by which certain management Employees and Independent Contractors of the Employer may elect to defer receipt of current Compensation from the
Employer in order to provide Retirement and other benefits on behalf of such Employees and Independent Contractors. The Plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code (the
“Code”). The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated Employees under Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974. 
 Section 2. Definitions: 
 As used in the Plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context:

 “Accrued Benefit” shall mean, with respect to each Participant, the balance credited to his Deferred Compensation
Account. 
 “Active Participant” shall mean, with respect to any day or date, a Participant who is in Service on such day or
date; provided, that a Participant who is in Service shall cease to be an Active Participant immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor. 
 “Adoption Agreement” shall mean the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part
of the Plan as applied to the Employer. 







 “Adjustment Date” shall mean the date designated in the Adoption Agreement for crediting
the amount of any Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits to each Deferred Compensation Account. 
 “Beneficiary” shall mean the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan. 
 “Board” shall mean the Board of Directors of the Employer, if the Employer is a corporation. If the Employer is not a corporation,
“Board” shall mean the Employer. 
 “College Education Account” shall mean the separate account to be kept for
each Participant and to be divided into one or more Dependent Subaccounts, as described in Section 5.4. 
 “Committee”
shall mean the administrative committee provided for in Section 9. 
 “Compensation” shall have the meaning designated
in the Adoption Agreement. 
 “Deferred Compensation Account” shall mean the separate account to be kept for each
Participant, as described in Sections 3 and 8. To the extent applicable, the Deferred Compensation Account may be credited with Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits. 
 “Dependent Subaccount” shall mean each separate subaccount to be kept for each Participant as part of his College Education Account, as
described in Section 5.4. To the extent applicable, each Dependent Subaccount may be credited with Salary Deferral Credits, Employer Matching Credits, and Employer Performance Incentive Credits. 
 “Disability” shall mean the inability of a Participant to perform his regular duties with the Employer or any other duties which the
Employer is willing to assign to him by reason of any medically determinable physical or mental impairment that can be expected to result in 








 
death or to be of long continued or indefinite duration. The determination of the existence or nonexistence of Disability shall be made by the Committee in a
nondiscriminatory manner pursuant to an examination by a medical doctor selected or approved by the Committee. 
 “Effective
Date” shall be the date designated in the Adoption Agreement as of which the Plan first becomes effective. 
 “Eligible
Dependent” shall mean any child (including any legally adopted child) of a Participant who has not attained age 18 and who the Participant designates as an Eligible Dependent in his Salary Deferral Agreement; provided, however, that the
Committee in its discretion may approve the designation of an individual other than the child of a Participant as an Eligible Dependent. 
 “Employee” shall mean an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee and if the individual is a highly compensated
or management employee of the Employer. An individual shall cease to be an Employee upon the first to occur of the following: (i) the Employee’s termination of Service; or (ii) a determination by the Committee that the Employee no
longer meets the eligibility requirements for participation in the Plan. 
 “Employer” shall mean the Employer identified in
the Adoption Agreement, and any Participating Employer which adopts this Plan. The Employer may be a corporation, a partnership or sole proprietorship. All references herein to the Employer shall be applied separately to each such Employer as if the
Plan were solely the Plan of that Employer. 
 “Employer Matching Credits” shall mean the amounts credited to the
Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.2. 







 “Employer Performance Incentive Credits” shall mean the amounts credited to the
Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.3. 
 “Independent
Contractor” shall mean an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent
Contractor upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the Employer who is not an Employee. 
 “Normal Retirement Age” of a Participant shall mean the age designated in the Adoption Agreement. The “Normal Retirement Date” of a Participant shall mean the date the Participant attains
his Normal Retirement Age. 
 “Participant” shall mean with respect to any Plan Year an Employee or Independent Contractor
who has been designated by the Committee as a Participant and who has entered the Plan or who has an Accrued Benefit under the Plan. An Employee or Independent Contractor designated by the Committee as a Participant who has not otherwise entered the
Plan shall enter the Plan and become a Participant as of the date determined by the Committee. A Participant who separates from Service with the Employer and who later returns to Service will not be eligible to defer Compensation under the Plan
except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant’s return to Service, whether or not the Participant shall have an Accrued Benefit remaining under the Plan on the date of his return to
Service. 







 “Participating Employer” shall mean any trade or business (whether or not incorporated)
which adopts this Plan with the consent of the Employer identified in the Adoption Agreement. 
 “Plan” shall mean The
Executive Nonqualified Excess Plan, as herein set out or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement. 
 “Plan Administrator” shall mean the person designated in the Adoption Agreement. If the Plan Administrator designated in the Adoption Agreement is unable to serve, the Employer shall be the Plan
Administrator. 
 “Plan Year” shall mean the twelve-month period ending on the last day of the month designated in the
Adoption Agreement. 
 “Qualifying Distribution Event” shall mean the Participant’s Retirement or the termination of
Participant’s Service with the Employer for any reason, including as a result of his death or Disability. 
 “Regular In-Service
Withdrawals Account” shall mean the separate account to be kept for each Participant, as described in Section 5.1. To the extent applicable, the Regular In-Service Withdrawals Account may be credited with Salary Deferral Credits.

 “Retire” or “Retirement” shall mean Retirement within the meaning of Section 4.4. 
 “Salary Deferral Agreement” shall mean a written agreement entered into between a Participant and the Employer pursuant to the
provisions of Section 3. 
 “Salary Deferral Credits” shall mean the amounts credited to the Participant’s
Deferred Compensation Account by the Employer pursuant to the provisions of Section 3. 







 “Service” shall mean employment by the Employer as an Employee. If the Participant is an
Independent Contractor, “Service” shall mean the period during which the contractual relationship exists between the Employer and the Participant. 
 “Sponsor” shall mean Executive Benefit Services, Inc. 
 “Spouse” or
“Surviving Spouse” shall mean, except as otherwise provided in the Plan, the legally married spouse or surviving spouse of a Participant. 
 “Trust” shall mean the trust fund established pursuant to Section 10.2, if designated by the Employer in the Adoption Agreement. 
 “Trustee” shall mean the trustee, if any, named in the agreement establishing the Trust and such successor or additional trustee as may
be named pursuant to the terms of the agreement establishing the Trust. 
 “Years of Service” shall mean each Plan Year of
Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement. 
 Section 3. Credits to Deferred Compensation Account: 
 3.1 Salary Deferral Credits:
To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Salary Deferral Agreement with the Employer, to reduce his Compensation from the Employer by a dollar amount or percentage specified in the
Salary Deferral Agreement. The amount of the Participant’s Salary Reduction Credit shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special
provisions shall apply with respect to the Salary Deferral Credits of a Participant: 
 3.1.1 The Employer shall credit to the
Participant’s Deferred Compensation Account on each Adjustment Date an amount equal to the total Salary Reduction Credit for the period ending on such Adjustment Date. 







 3.1.2 An election pursuant to Section 3.1 shall be made by the Participant by
executing and delivering a Salary Deferral Agreement to the Committee. The Salary Deferral Agreement shall become effective with respect to such Participant as of the first full payroll period commencing on or immediately following the
January 1 which occurs after the date such Salary Deferral Agreement is received by the Committee; provided, that a Participant who first becomes a Participant in the Plan during a Plan Year may enter into a Salary Deferral Agreement to be
effective as of the first payroll period next following the date he enters the Plan. A Participant’s election shall continue in effect, unless earlier modified by the Participant, until the Service of the Participant is terminated, or, if
earlier, until the Participant ceases to be an Active Participant under the Plan. 
 3.1.3 A Participant may unilaterally
modify a Salary Deferral Agreement (either to increase or decrease the portion of his future Compensation which is subject to salary deferral within the percentage limits set forth in Section 3.1) by providing a written modification of the
Salary Deferral Agreement to the Employer. The modification shall become effective as of the first full payroll period commencing on or immediately following the January 1 which occurs after the date such written modification is received by the
Committee. The Participant may terminate the Salary Deferral Agreement effective as of the date designated in the Adoption Agreement. 
 3.1.4 The Committee may from time to time establish policies or rules governing the manner in which Salary Deferral Credits may be made. 
 3.2 Employer Matching Credits: If designated by the Employer in the Adoption Agreement, as of each Adjustment Date, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each
Participant an Employer matching credit in accordance with the Adoption Agreement. 
 3.3 Employer Performance Incentive Credits: If
designated by the Employer in the Adoption Agreement, the Employer may credit to the Plan for such Plan Year any amount as the Board in its discretion shall determine. The Committee shall have the discretion to credit to the Deferred Compensation
Account of each Active Participant an amount of the Employer Performance Incentive Credit for the Plan Year as directed by the Employer. 







 Section 4. Qualifying Distribution Events: 
 4.1 Death of a Participant: If a Participant dies while in Service, the Employer shall pay a benefit to the Participant’s Beneficiary in the
amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer pursuant to Section 6. If a Participant dies following his Retirement or termination of Service for any reason, including Disability, and before
all payments to him under the Plan have been made, the balance of the Participant’s vested Accrued Benefit shall be paid by the Employer to the Participant’s Beneficiary pursuant to Section 6, and such balance shall be determined as
of the commencement date of the payments. 
 4.2 Disability: If a Participant suffers a Disability while in Service prior to his
Normal Retirement Date, he shall terminate Service with the Employer as of the date of the establishment of his Disability, whereupon he shall commence receiving payment of his vested Accrued Benefit, determined as of the commencement date of the
payments. Such benefit shall be paid by the Employer as provided in Section 6. 
 4.3 Termination of Service: If the Service of a
Participant with the Employer shall be terminated for any reason other than Retirement, Disability or death, his vested Accrued Benefit shall be paid to him by the Employer as provided in Section 6, and such Accrued Benefit shall be determined
as of the commencement date of the payments. If a Participant’s Accrued Benefit is not fully vested at his termination of employment, he shall forfeit that portion of his Accrued Benefit that is not fully vested. If he subsequently returns to
Service with the Employer, he shall be treated as a new Participant for purposes of determining the vested portion of his Accrued Benefit. 







 4.4 Retirement: 
 4.4.1 Normal Retirement: A Participant who is in Service shall be eligible to Retire from Service at his Normal Retirement Date and
commence receiving payment of his Accrued Benefit, determined as of the commencement date of the payments. Payment of such benefit shall be made by the Employer pursuant to Section 6. 
 4.4.2 Early Retirement: If so designated by the Employer in the Adoption Agreement, and subject to the requirements for early
retirement set forth therein, a Participant may elect early retirement effective on any date prior to his Normal Retirement Date by filing 30 days’ written notice with the Committee before such date. The Participant shall commence receiving
payment of his Accrued Benefit determined as of the commencement date of the payments. Such benefit shall be paid by the Employer as provided in Section 6. 
 4.4.3 Delayed Retirement: If a Participant shall remain in Service following his Normal Retirement Date, his Retirement date shall
be the date he actually terminates Service for reasons other than death or Disability, whereupon he shall commence receiving payment of his Accrued Benefit, determined as of the commencement date of the payments. Payment of such benefit shall be
made by the Employer pursuant to Section 6. During the period that such Participant remains in Service pursuant to this Section 4.4.3, he shall continue to be a Participant for each Plan Year in which he meets the requirements therefor. If
an Employee or Independent Contractor not otherwise a Participant becomes eligible to enter the Plan following his Normal Retirement Date, the provisions of this Section 4.4.3 shall apply in determining his Retirement date. 
 Section 5. In-Service Withdrawals: 
 5.1 Regular In-Service Withdrawals: If the Employer designates in the Adoption Agreement that regular in-service withdrawals shall be permitted under the Plan, a Participant may make an irrevocable election in
the Salary Deferral Agreement to withdraw a designated amount from his Deferred Compensation Account at the specified time or times designated by the Participant in the Salary Deferral Agreement, and the Participant’s Regular In-Service
Withdrawals Account shall be credited in an amount equal to the amount so designated for regular in-service withdrawals. The following special provisions shall apply with respect to the regular in-service withdrawals: 
 5.1.1 The Regular In-Service Withdrawals Account shall be established, adjusted for payments, credited with Salary Deferral Credits,
Employer Matching Credits, and Employer Performance Incentive Credits, and credited or debited for 








 
deemed investment gains or losses in the same manner and at the same time as such adjustments are made to the Deferred Compensation Account under
Section 8 and in accordance with the rules and elections in effect under Section 8. 
 5.1.2 Notwithstanding any
provision in this Section 5 to the contrary, if Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance of his Regular In-Service Withdrawals Account has been distributed to him, then the balance in the
Regular In-Service Withdrawals Account on the date of the Qualifying Distribution Event shall be combined with the Participant’s Deferred Compensation Account and distributed to him in the same manner and at the same time as his Deferred
Compensation Account is distributed to him under Section 6 and in accordance with the rules and elections in effect under Section 6. 
 5.2 Financial Hardship Withdrawals: A distribution of the Deferred Compensation Account may be made to a Participant on account of financial hardship, subject to the following provisions: 
 5.2.1 A Participant may, at any time prior to his Retirement or termination of Service for any reason, including Disability, make
application to the Committee to receive a distribution in a lump sum of all or a portion of the total vested amount credited to his Deferred Compensation Account (determined as of the date the distribution, if any, is made under this
Section 5.2) because of an unforeseeable emergency that results in severe financial hardship to the Participant. A distribution because of an unforeseeable emergency shall not exceed the amount required to meet the immediate financial need
created by the unforeseeable emergency and not otherwise reasonably available from other resources of the Participant. Examples of an unforeseeable emergency shall include but shall not be limited to those financial needs arising on account of a
sudden or unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. 
 5.2.2 The Participant’s request for a distribution on account of financial
hardship must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense
incurred or to be incurred on account of financial hardship. 
 5.2.3 If a distribution under this Section 5.2 is
approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly
completed written request for a distribution on account of a financial hardship. If 








 
a Participant’s termination of Service occurs after a request is approved in accordance with this Section 5.2.3, but prior to distribution of the
full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the
Plan. Only one financial hardship distribution shall be made within any Plan Year. 
 5.2.4 The Committee may from time to
time adopt additional policies or rules governing the manner in which such distributions may be made so that the Plan may be conveniently administered. 
 5.3 “Haircut” Withdrawals: If the Employer designates in the Adoption Agreement that “haircut” withdrawals shall be permitted under the Plan, a Participant in Service may at his option make
one or more withdrawals from his Deferred Compensation Account by written request to the Committee; provided, however, that a Participant who requests a withdrawal under this Section 5.3 shall incur a penalty (the “haircut”) equal to
a percentage (not less than 10%), as designated by the Employer in the Adoption Agreement, of the amount withdrawn, and this penalty shall be forfeited from the Deferred Compensation Account of the Participant notwithstanding the provisions of
Section 7. 
 5.4 College Education Withdrawals: If the Employer designates in the Adoption Agreement that college education
withdrawals shall be permitted under the Plan, a Participant may elect in the Salary Deferral Agreement for a designated percentage or dollar amount of the Salary Deferral Credits to be credited to a College Education Account to be used to fund the
college education of the Participant’s Eligible Dependent or Eligible Dependents. The College Education Account shall be divided into Dependent Subaccounts for each of the Participant’s Eligible Dependents, and the Participant may
designate in the Salary Deferral Agreement the percentage or dollar amount of each Salary Deferral Credit to be credited to each Dependent Subaccount; provided, however, that the minimum credit that a Participant may elect to make to any Dependent
Subaccount is $1,000. In the absence of a clear designation, all 








 
credits made to the College Education Subaccount shall be equally allocated to each Dependent Subaccount. As soon as practicable after an Eligible Dependent
of the Participant attains age 18, the Employer shall pay to the Participant the balance in the Dependent Subaccount with respect to such Eligible Dependent in annual installments over a period of four, five or six years, as designated by the
Participant in the Salary Deferral Agreement. The following special provisions shall apply with respect to the Dependent Subaccounts: 
 5.4.1 The Dependent Subaccounts shall be established, adjusted for payments, credited with Salary Deferral Credits, Employer Matching Credits, and Employer Performance Incentive Credits, and credited or debited for
deemed investment gains or losses in the same manner and at the same time as such adjustments are made to the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

 5.4.2 Notwithstanding any provision in this Section 5 to the contrary, if Participant incurs a Qualifying Distribution
Event prior to the date on which the entire balance of his College Education Account has been distributed to him, then the balance in the College Education Account on the date of the Qualifying Distribution Event shall be combined with the
Participant’s Deferred Compensation Account and distributed to him in the same manner and at the same time as his Deferred Compensation Account is distributed to him under Section 6 and in accordance with the rules and elections in effect
under Section 6. 
 Section 6. Qualifying Distribution Events Payment Options: 
 6.1 Payment Options: The Employer shall designate in the Adoption Agreement the payment options available upon a Qualifying Distribution Event.
Upon a Participant’s entry into the Plan, the Participant shall elect among these designated payment options the method under which his vested Accrued Benefit or, in the event of his death, any benefit payable as a result, will be distributed;
provided, however, that the Participant may change the method of payment with the consent of the Committee by filing a written election with the Committee at least one year prior to the commencement date of the payments. 
 6.2 Prepayment: Notwithstanding any other provisions of this Plan, if a Participant or any other person (a “recipient”) is entitled to
receive payments under the Plan, the 








 
Committee in its sole discretion may direct the Employer to prepay all or any part of the payments remaining to be made to or on behalf of the recipient, or
to shorten the payment period. The amount of such prepayment shall be in full satisfaction of the Employer’s obligations hereunder to the recipient and to all persons claiming under or through the recipient with respect to the payments being
prepaid. In the event of a partial prepayment, the Committee shall designate which installments are being prepaid and, if applicable, the accounts of the Participant from which such prepayments shall be debited. The Committee’s determinations
under this Section 6.2 shall be final and conclusive upon all parties claiming benefits under this Plan. 
 6.3 Benefit Exchange:
Notwithstanding any other provisions of this Plan, the Employer and the Participant may enter into an agreement under which, in lieu of the payment of the Participant’s vested Accrued Benefit upon a Qualifying Distribution Event, the
Participant’s vested Accrued Benefit will be exchanged for another nonqualified benefit in accordance with rules established by the Committee. 
 Section 7. Vesting: 
 A Participant shall be fully vested (that is, nonforfeitable) in the portion of his Deferred
Compensation Account attributable to Salary Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account attributable to Employer Matching
Credits, Employer Performance Incentive Credits, and income, gains and losses attributable thereto, on the first to occur of: (i) Normal Retirement; (ii) Early Retirement; (iii) death while in Service; or (iv) in accordance with
the vesting schedule and provisions designated by the Employer in the Adoption Agreement. 







 Section 8. Account; Deemed Investment; Adjustment of Accounts: 
 8.1 Account: The Committee shall establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each
Participant. Such account shall be adjusted pursuant to the provisions of Section 8.3. 
 8.2 Deemed Investments: The Deferred
Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which
his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant
shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined
by the Committee. 
 8.3 Adjustments to Deferred Compensation Accounts: With respect to each Participant who has a Deferred
Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated: 
 8.3.1 The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account
since the last preceding business day to him or for his benefit. 
 8.3.2 The Deferred Compensation Account shall be credited
on each Adjustment Date with the total amount of any Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits to such account since the last preceding Adjustment Date. 
 8.3.3 The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with
the amount of deemed investment gain or loss resulting from the performance of the investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the
Committee and such determination shall be final and conclusive upon all concerned. 







 Section 9. Administration by Committee: 
 9.1 Membership of Committee: The Committee shall consist of at least three individuals who shall be appointed by the Board to serve at the pleasure
of the Board. Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board. The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions,
except to the extent all or any of such obligations are specifically imposed on the Board. 
 9.2 Committee officers; Subcommittee:
The members of the Committee shall elect a Chairman and may elect an acting Chairman. They shall also elect a Secretary and may elect an acting Secretary, either of whom may be but need not be a member of the Committee. The Committee may appoint
from its membership such subcommittees with such powers as the Committee shall determine, and may authorize one or more of its members or any agent to execute or deliver any instruments or to make any payment on behalf of the Committee. 

9.3 Committee meetings: The Committee shall hold such meetings upon such notice, at such places and at such intervals as it may from time to
time determine. Notice of meetings shall not be required if notice is waived in writing by all the members of the Committee at the time in office, or if all such members are present at the meeting. 
 9.4 Transaction of business: A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting shall be by vote of a majority of those present at any such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon
written consent thereto signed by all of the members of the Committee. 







 9.5 Committee records: The Committee shall maintain full and complete records of its deliberations
and decisions. The minutes of its proceedings shall be conclusive proof of the facts of the operation of the Plan. 
 9.6 Establishment of
rules: Subject to the limitations of the Plan, the Committee may from time to time establish rules or by-laws for the administration of the Plan and the transaction of its business. 
 9.7 Conflicts of interest: No individual member of the Committee shall have any right to vote or decide upon any matter relating solely to himself
or to any of his rights or benefits under the Plan (except that such member may sign unanimous written consent to resolutions adopted or other action taken without a meeting), except relating to the terms of his Salary Deferral Agreement.

 9.8 Correction of errors: The Committee may correct errors and, so far as practicable, may adjust any benefit or credit or payment
accordingly. The Committee may in its discretion waive any notice requirements in the Plan; provided, that a waiver of notice in one or more cases shall not be deemed to constitute a waiver of notice in any other case. With respect to any power or
authority which the Committee has discretion to exercise under the Plan, such discretion shall be exercised in a nondiscriminatory manner. 
 9.9 Authority to interpret Plan: Subject to the claims procedure set forth in Section 16, the Plan Administrator and the Committee shall have the duty and discretionary authority to interpret and construe the provisions of the
Plan and to decide any dispute which may arise regarding the rights of Participants hereunder, including the discretionary authority to 








 
construe the Plan and to make determinations as to eligibility and benefits under the Plan. Determinations by the Plan Administrator and the Committee shall
apply uniformly to all persons similarly situated and shall be binding and conclusive upon all interested persons. 
 9.10 Third party
advisors: The Committee may engage an attorney, accountant, actuary or any other technical advisor on matters regarding the operation of the Plan and to perform such other duties as shall be required in connection therewith, and may employ such
clerical and related personnel as the Committee shall deem requisite or desirable in carrying out the provisions of the Plan. The Committee shall from time to time, but no less frequently than annually, review the financial condition of the Plan and
determine the financial and liquidity needs of the Plan. The Committee shall communicate such needs to the Employer so that its policies may be appropriately coordinated to meet such needs. 
 9.11 Compensation of members: No fee or compensation shall be paid to any member of the Committee for his Service as such. 
 9.12 Expense reimbursement: The Committee shall be entitled to reimbursement by the Employer for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan. 
 9.13 Indemnification: No member of the Committee shall
be personally liable by reason of any contract or other instrument executed by him or on his behalf as a member of the Committee nor for any mistake of judgment made in good faith, and the Employer shall indemnify and hold harmless, directly from
its own assets (including the proceeds of any insurance policy the premiums for which are paid from the Employer’s own assets), each member of the Committee and each other officer, employee, or director of the Employer to whom any duty or power
relating to the administration or interpretation of the Plan may be 








 
delegated or allocated, against any unreimbursed or uninsured cost or expense (including any sum paid in settlement of a claim with the prior written
approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud, bad faith, willful misconduct or gross negligence. 
 Section 10. Contractual Liability; Trust: 
 10.1 Contractual Liability: The obligation of the Employer to make payments hereunder shall constitute a contractual liability of the Employer to the Participant. Such payments shall be made from the general
funds of the Employer, and the Employer shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participant shall not have any interest in any
particular assets of the Employer by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Employer, such right shall be no greater than the right of an unsecured creditor of the Employer.

 10.2 Trust: If so designated in Section 2.34 of the Adoption Agreement, the Employer may establish a Trust with the Trustee,
pursuant to such terms and conditions as are set forth in the Trust Agreement. The Trust, if and when established, is intended to be treated as a grantor trust for purposes of the Code. The establishment of the Trust is not intended to cause
Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted and administered. 
 Section 11. Allocation of Responsibilities: 
 The persons responsible for the Plan and the duties and
responsibilities allocated to each are as follows: 
 11.1 Board: 
 (i) To amend the Plan; 







 (ii) To appoint and remove members of the Committee; and 
 (iii) To terminate the Plan. 
 11.2 Committee: 
 (i) To designate Participants; 
 (ii) To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent
otherwise provided in Section 16 relating to claims procedure; 
 (iii) To administer the Plan in accordance with its
terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan; 
 (iv) To account for the Accrued Benefits of Participants; 
 (v) To direct the Employer in the
payment of benefits. 
 11.3 Plan Administrator: 
 (i) To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other
government agency to which reports may be required to be submitted from time to time; and 
 (ii) To administer the claims
procedure to the extent provided in Section 16. 
 Section 12. Benefits Not Assignable; Facility of Payments:

 12.1 Benefits not assignable: No portion of any benefit credited or paid under the Plan with respect to any Participant shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any
portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts. 







 12.2 Payments to minors and others: If any individual entitled to receive a payment under the Plan
shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is
maintaining him and that no guardian or committee has been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full
satisfaction of all claims by or through the Participant to the extent of the amount thereof. 
 Section 13. Beneficiary:

 The Participant’s beneficiary shall be the person or persons designated by the Participant on the beneficiary designation form
provided by and filed with the Committee or its designee. If the Participant does not designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse, the
beneficiary shall be the Participant’s estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the “primary
beneficiary”) is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the
Participant’s current beneficiary designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary
shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the beneficiary who filed the disclaimer had died on the date of such filing. 







 Section 14. Amendment and Termination of Plan: 
 The Board may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce any
Participant’s Accrued Benefit as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Accrued Benefit. 
 Notwithstanding the foregoing, the Plan shall be terminated upon the occurrence of one or more of the events designated in the Adoption Agreement. Upon
the occurrence of a termination event, the Accrued Benefit of each Participant shall become fully vested and payable to the Participant in a lump sum. 
 Section 15. Communication to Participants: 
 The Employer shall make a copy of the Plan
available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer. 
 Section 16. Claims Procedure: 
 The following claims procedure shall apply with respect to the Plan: 

16.1 Filing of a claim for benefits: If a Participant or beneficiary (the “claimant”) believes that he is entitled to benefits under
the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefor with the Plan Administrator. In the event the Plan Administrator shall be the claimant, all actions which are required to
be taken by the Plan Administrator pursuant to this Section 16 shall be taken instead by another member of the Committee designated by the Committee. 







 16.2 Notification to claimant of decision: Within 90 days after receipt of a claim by the Plan
Administrator (or within 180 days if special circumstances require an extension of time), the Plan Administrator shall notify the claimant of his decision with regard to the claim. In the event of such special circumstances requiring an extension of
time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent pro-visions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is
necessary; and (iv) an explanation of the procedure for review of the denial. If the Plan Administrator fails to notify the claimant of the decision in timely manner, the claim shall be deemed denied as of the close of the initial 90-day period
(or the close of the extension period, if applicable). 
 16.3 Procedure for review: Within 60 days following receipt by the claimant
of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant shall appeal denial of the claim by filing a written
application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review
pertinent documents and to submit issues and comments in writing. 







 16.4 Decision on review: The decision on review of a claim denied in whole or in part by the Plan
Administrator shall be made in the following manner: 
 16.4.1 Within 60 days following receipt by the Committee of the
request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an
extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished in a timely manner, the claim shall be deemed denied as of the close of the
initial 60-day period (or the close of the extension period, if applicable). 
 16.4.2 With respect to a claim that is denied
in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall cite specific references to the pertinent Plan provisions on which the
decision is based. 
 16.4.3 The decision of the Committee shall be final and conclusive. 
 16.5 Action by authorized representative of claimant: All actions set forth in this Section 16 to be taken by the claimant may likewise be
taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The Plan Administrator and the Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of
any such representative. 
 Section 17. Miscellaneous Provisions: 
 17.1 Set off: Notwithstanding any other provision of this Plan, the Employer may reduce the amount of any payment otherwise payable to or on behalf
of a Participant hereunder by the amount of any loan, cash advance, extension of credit or other obligation of the Participant to the Employer that is then due and payable, and the Participant shall be deemed to have consented to such reduction.

 17.2 Notices: Each Participant who is not in Service and each beneficiary shall be responsible for furnishing the Committee or its
designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such 








 
Participant or beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any
check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any
notice or notification otherwise permitted to be given by posting or by other publication. 
 17.3 Lost distributees: A benefit shall
be deemed forfeited if the Plan Administrator is unable to locate the Participant or beneficiary to whom payment is due on or before the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of
return pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf
of the Participant or beneficiary for all or part of the forfeited benefit. 
 17.4 Reliance on data: The Employer, the Committee and
the Plan Administrator shall have the right to rely on any data provided by the Participant or by any beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer, the
Committee and the Plan Administrator shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or beneficiary. 
 17.5 Receipt and release for payments: Subject to the provisions of Section 17.1, any payment made from the Plan to or with respect to any Participant or beneficiary, or pursuant to a disclaimer by a
beneficiary, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Plan and the Employer with respect to the Plan. The recipient of 








 
any payment from the Plan may be required by the Committee, as a condition precedent to such payment, to execute a receipt and release with respect thereto
in such form as shall be acceptable to the Committee. 
 17.6 Headings: The headings and subheadings of the Plan have been inserted
for convenience of reference and are to be ignored in any construction of the provisions hereof. 
 17.7 Continuation of employment:
The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal
with him without regard to the effect thereof under the Plan. 
 17.8 Merger or consolidation: No employer-party to the Plan shall
consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume
the rights, obligations and liabilities of the employer-party under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. 
 17.9 Construction: The Employer shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be
construed and enforced, except to the extent that such laws are superseded by ERISA. 







 The Executive 
 Nonqualified “Excess” PlanTM 
 Adoption Agreement – Executive Deferral Plan 
 THIS AGREEMENT is made the 1st day of January 1, 2003, by Liberty Group Publishing, Inc. (the “Employer”), having its principal
office at 3000 Dundee Road, Suite 203, Northbrook, IL 60062-2422 and EXECUTIVE BENEFIT SERVICES, INC. (the “Sponsor”), having its principal office at 434 Fayetteville Street, Suite 1160, Raleigh, North Carolina 27601. 
 W I T N E S S E T H: 
 WHEREAS,
the Sponsor has established The Executive Nonqualified Excess PlanTM (the “Plan”); and 
 WHEREAS, the Employer desires to adopt the Plan as an unfunded, nonqualified
deferred compensation plan, for the benefit of the Employer’s x Employees and/or  ̈ Independent
Contractors; 
 NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption
Agreement: 
 ARTICLE I 
 Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon
proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

 This Adoption Agreement may only be used in connection with The Executive Nonqualified Excess Plan. The Sponsor will inform the Employer
of any amendments to the Plan or of the discontinuance or abandonment of the Plan. For questions concerning the Plan, the Employer may call the Sponsor at (919) 833-1042. 
 ARTICLE II 
 The Employer hereby makes the following designations or elections
for the purpose of the Plan [Section references below correspond to Section references in the Plan]: 
 2.4 Adjustment Date: The
Deferred Compensation Account of Participants shall be adjusted for the amount of any Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits to such account on the last business day of each Plan Year and such
other times as may be designated below [check any additional desired Adjustment Dates]: 








					
	__	    	(a)	 	The last business day of each calendar quarter during the Plan Year.
			
	__	    	(b)	 	 The last business day of each month during the Plan Year.

			
	___	    	(c)	 	 The last business day of each payroll period during the Plan Year.

			
	XX	    	(d)	 	 Each day securities are traded on a national stock exchange [when received by EBS].

			
	___	    	(e)	 	Other [specify] __________________________________________________ ______________________________________________________________.

 2.9 Compensation: The “Compensation” of a Participant shall mean all of each
Participant’s [check desired option(s)]: 
  

					
	__	    	(a)	 	 Compensation received as an Employee reportable in box 1, Wages, Tips and other Compensation, on Form W-2.

			
	XX	    	(b)	 	 Annual base salary.

			
	XX	    	(c)	 	 Annual bonus.

			
	__	    	(d)	 	 Long term incentive plan compensation.

			
	___	    	(e)	 	 Compensation received as an Independent Contractor reportable on Form 1099.

			
	___	    	(f)	 	 Other [specify] __________________________________________________
______________________________________________________________.


 Notwithstanding the foregoing, Compensation x SHALL x SHALL NOT include Salary Deferral Credits under this Plan and amounts contributed by the Participant pursuant to a Salary Deferral Agreement to another employee benefit plan of the Employer which are not includible in
the gross income of the Employee under Section 125, 402(e)(3), 402(h) or 403(b) of the Code. 
 2.13 Effective Date: [check
desired option]: 
  

					
	__	    	(a)	 	This is a newly-established Plan, and the Effective Date of the Plan is ________________.
			
	XX	    	(b)	 	This is an amendment and restatement of the Liberty Group Publishing, Inc. Executive Deferral Plan with an original effective date of November 1, 1998, and the effective date of
this amended and restated Plan is January 1, 2003. This is amendment number 1.








 2.20 Normal Retirement Age: The Normal Retirement Age of a Participant shall be [check desired
option]: 
  

					
	 XX
	    	(a)	 	Age 65.
			
	 __
	    	(b)	 	The later of age ____ or the ____anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant
commenced participation in the Plan.

 2.22 Participating Employer(s): As of the Effective Date, the following Participating
Employer(s) are parties to the Plan [list all employer-parties, including the Employer]: 
  

							
	 Name of Employer
	 	 Address
	 	 Telephone No.
	 	 EIN

				
	 Liberty Group Publishing, Inc.
	 	 3000 Dundee Rd., Suite 203
	 	 847-272-2244
	 	 36-4197635

				
	 	 	 Northbrook, IL 60062-2422
	 	 	 	 
				
	 	 	 	 	 	 	 
				
	 	 	 	 	 	 	 
				
	 	 	 	 	 	 	 
				
	 	 	 	 	 	 	 

 2.23 Plan: The name of the Plan as applied to the Employer is: Liberty Group
Publishing, Inc. Executive Deferral Plan 
 2.24 Plan Administrator: The Plan Administrator shall be [check desired option]:

  

					
	XX	    	(a)	 	Committee.
			
	__	    	(b)	 	Employer.
			
	__	    	(c)	 	Other (specify): _______________________________________.

 2.25 Plan Year: The Plan Year shall be the 12 consecutive calendar month period ending on
the last day of the month of      December, and each anniversary thereof. 
 2.34 Trust: [check desired option]:

  

					
	 __
	    	(a)	 	The Employer does desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed









						
		    			 	thereto for the payment of benefits under the Plan.
			
		    			 	If a trust is established and the value of the assets of the trust exceed ______% (insert desired percentage greater than 100%) of the amount required to pay benefits under the Plan, then the
Trustee is authorized to return such excess assets to the Employer.
			
	 XX
	    	(b	)	 	The Employer does not desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.

 2.36 Years of Service: For vesting purposes, Years of Service of a Participant shall be
calculated from the date designated below [check desired option]: 
  

						
	 __
	    	(a	)	 	First Day of Service.
			
	 __
	    	(b	)	 	Effective Date of Plan Entry.
			
	 __
	    	(c	)	 	Each Contribution Date. Under this option (iii), each Employer Matching Credit or Performance Incentive Credit shall vest in accordance with the applicable schedule selected in Section 7 of
this Adoption Agreement based on the Years of Service of a Participant from the Adjustment Date on which each Employer Matching Credit or Performance Incentive Credit is credited to his or her Deferred Compensation Account.
			
	 XX
	    	(d	)	 	N/A – salary deferral plan only – 100% vested

 3.1 Salary Deferral Credits: A Participant may elect to have his Compensation (as selected
in Section 2.9 of this Adoption Agreement) reduced by the following percentage or amount per pay period, or for a specified pay period or periods, as designated in writing to the Committee [check the applicable options]: 
  

					
			
	 XX
	    	(a)	 	Annual base salary:
			
		    		 	[complete the following blanks only if a minimum or maximum deferral is desired]:
			
		    		 	 minimum deferral: $_____________ or ____________%
 maximum deferral: $_____________ or ____________%

			
	 XX
	    	(b)	 	Annual bonus:
			
		    		 	[complete the following blanks only if a minimum or maximum deferral is desired]:
			
		    		 	minimum deferral: $_____________ or ____________%









					
	 	    	 	 	maximum deferral: $             or
            %
			
	 ___
	    	 (c)
	 	Other [please specify type, as selected in Section 2.9 of this Adoption Agreement]:             
			
		    		 	[complete the following blanks only if a minimum or maximum deferral is desired]:
			
		    		 	 minimum deferral: $             or
             %
 maximum deferral:
$             or              %

			
	 ___
	    	 (d)
	 	No Salary Deferral provision.

 3.1.3 Termination of Salary Deferrals: A Participant may terminate his Salary Deferral
Agreement effective as of [check desired option]: 
  

					
	 XX
	    		 	The first full payroll period commencing after the date written notice of the termination is received by the Committee.
			
	 ___
	    	(b)	 	The January 1 occurring after the date written notice of the termination is received by the Committee.

 3.2 Employer Matching Credits: The Employer may make Matching Credits to the Deferred
Compensation Account of each Participant in an amount determined as follows [check desired option(s)]: 
  

					
	 ___
	    	(a)	 	            % of the Participant’s Salary Deferral Credits.
			
	 ___
	    	(b)	 	            % of the first             % of
the Participant’s Compensation which is elected as a Salary Deferral Credit.
		    		 
			
	 ___
	    	(c)	 	An amount determined each Plan Year by the Employer.
			
	 ___
	    	(d)	 	The Employer shall decide from year to year whether Matching Credits will be made and shall notify Participants annually of the manner in which Matching Credits will be calculated
for the subsequent year.
		    		 
			
	 ___
	    	(e)	 	The Employer shall not match amounts provided above in excess of $            , or in excess of
            % of the Participant’s Compensation per Plan Year.
		    		 









					
			
	 XX
	    	(f)	 	No Employer Matching Credits provision.

 3.3 Employer Performance Incentive Credits: The Employer may make Performance Incentive
Credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows: 
  

					
	 ___
	    	(a)	 	Such amount out of the current or accumulated net profit of the Employer for such year as the Employer in its sole discretion shall determine.
		    		 
			
	 ___
	    	(b)	 	Such amount as the Employer in its sole discretion shall determine without regard to current or accumulated net profit.
		    		 
			
	 ___
	    	(c)	 	The Employer shall not make Performance Incentive Credits in excess of $            , or in excess of
            % of the Participant’s Compensation per Plan Year.
		    		 
			
	 XX
	    	(d)	 	No Employer Performance Incentive Credits provision.

 4.1 Death of a Participant: If the Participant dies while in Service, the Employer shall
pay a benefit to the Beneficiary in an amount equal to the accrued benefit of the Participant determined as of the date payments to the Beneficiary commence, plus [check desired option]: 
  

					
	 ___
	    	(a)	 	An amount to be determined by the Committee.
			
	 ___
	    	(b)	 	A lump sum of $            .
			
	 ___
	    	(c)	 	             times the annual base salary of the Participant at his date of death.
			
	 ___
	    	(d)	 	Other [specify]:
                                        
                        .
			
	 XX
	    	(e)	 	No additional benefits.

 4.4.2 Early Retirement: The Employer may elect to provide for Early Retirement. If Early
Retirement is permitted, it shall be subject to the following eligibility requirements [check desired option]: 
  

					
	 ___
	    	(a)	 	Completion of              Years of Service.
			
	 ___
	    	(b)	 	Attainment of age             .
			
	 ___
	    	(c)	 	Completion of              Years of Service and attainment of age
            .
			
	 XX
	    	(d)	 	No Early Retirement provisions.








 5.1 Regular In-Service withdrawals: [check desired option]: 
  

					
	XX	    	(a)	  	The Employer does elect to permit regular in-service withdrawals by a Participant from his Deferred Compensation Account. Withdrawal date shall not be sooner than five (5) years after the
date the in-service account was established.
			
	___	    	(b)	  	The Employer does not elect to permit regular in-service withdrawals by a Participant from his Deferred Compensation Account.

 5.3 “Haircut” Withdrawals: [check desired option]: 
  

						
	___	    	(a	)	  	 The Employer does elect to permit “haircut” withdrawals by a Participant from his Deferred Compensation Account.
  
 Specify percentage (not less than 10%) of amount withdrawn that shall be forfeited: ____
%

			
	XX	    	(b	)	  	The Employer does not elect to permit “haircut” withdrawals by a Participant from his Deferred Compensation Account.

 5.4 College Education Withdrawals: [check desired option]: 
  

						
	___	    	(a	)	  	The Employer does elect to permit college education withdrawals by a Participant from his Deferred Compensation Account.
			
	XX	    	(b	)	  	The Employer does not elect to permit college education withdrawals by a Participant from his Deferred Compensation Account.

 6.1 Payment Options: Any benefit payable under the Plan may be made to the Participant or
his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant upon his entry into the Plan [check desired option(s)]: 
  

						
	 XX
	    	(a	)	  	A lump sum in cash as soon as feasible following the date Participant’s service with the Employer terminates for any reason (including Retirement, Disability or death).









												
		  	XX	  	(b	)	 	Approximately equal annual installments over a term of 5, 10 or 15 years as elected by the Participant
upon his entry into the Plan.
				
		  		  			 	Payment of the benefit shall commence as of the following date [select desired option]:
						
		  		  			 	XX	    	(i)	  	The first business day of the calendar year following the date Participant’s service with the Employer terminates for any reason (including Retirement, Disability or
death).
						
		  		  			 	___	    	(ii)	  	The first business day of the calendar quarter following the date Participant’s service with the Employer terminates for any reason (including Retirement, Disability or
death).
						
		  		  			 	XX	    	(iii)	  	The first business day of the calendar month following the date Participant’s service with the Employer terminates for any reason (including Retirement, Disability or
death).
				
		  		  			 	The payment of each annual installment shall be made on the anniversary of the date selected for the
commencement of the installment payments in this subsection (ii). The
amount of the annual installment
shall be adjusted on each anniversary date of the commencement of the installment payments for credits or
debits to the Participant’s account pursuant to Section 8 of the Plan. Such adjustment shall be
made by
dividing the balance in the Deferred Compensation Account on each such date (following adjustment on
such date) by the number of annual installments remaining to be paid hereunder; provided that the last
annual installment due under
the Plan shall be the entire amount credited to the Participant’s account on the
date of payment.
				
		  	XX	  	(c	)	 	Other : If the Participant’s account balance is less than $10,000, a lump sum payment is required.

 7. Vesting: 
  

	 	(a)	Vesting of Employer Matching Credits: The nonforfeitable percentage of each Participant in his Accrued Benefit attributable to any applicable Employer Matching Credits shall
be as follows [check one]: 

  

					
	___	    	(i)	    	Immediate 100% vesting.
			
	___	    	(ii)	    	100% vesting after ____ Years of Service.









									
		 	           
	 	(iii)	 	100% vesting at age             .	  	
					
		 	           
	 	(iv)	 	 Number of Years 
 of Service 
	  	 Vested
 Percentage

					
		 	           
	 		 	 Less than 1
                 1
                 2
                 3
                 4
                               5 or more
	  	     0%
   20%
   40%
   60%
   80%
 100%

					
		 	           
	 	(vi)	 	 Number of Years
 of Service
	  	 Vested
 Percentage

					
		 	 
	 		 	 Less than 1
                 1
                 2
                 3
                 4
                 5
                 6
                 7
                 8
                 9
                                 10 or more
	  	         %
         %
         %
         %
         %
         %
         %
         %
         %
         %
         %

					
		 	 XX
	 	(vii)	 	Not applicable	  	

 14. Amendment or Termination of Plan: [check or complete all that apply]: 
  

			
	 (a)
	  	 Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section
             of the Plan shall be amended to read as follows:
  
 See attached Exhibit             .

		
	 (b)
	  	The Plan shall be terminated upon the occurrence of one or more of the following events [check if desired]:


			
		
	           
	  	(i) The amount of shareholders equity shown on the financial statements of the Employer for each of the two most recent fiscal years is less than
$                    .
		
	           
	  	(ii) The aggregate net loss (after tax) as reported on the financial statements of the Employer for the two most









			
		  	recent fiscal years is greater than $                    .
		
	           
	  	(iii) There is a change of control of the Employer. For this purpose, a “change of control” shall be deemed to have occurred if: (A) any person other than an officer who is an
employee of the Employer for at least one year preceding the change of control, acquires or becomes the beneficial owner, directly or indirectly, of securities of the Employer representing         %
[insert percentage] or more of the combined voting power of the Employer’s then outstanding securities and thereafter, the membership of the Board becomes such that a majority are persons who were not members of the Board at the time of the
acquisition of securities; or (B) the Employer, or its assets, are acquired by or combined with another entity and less than a majority of the outstanding voting shares of such entity after the acquisition or combination are owned, immediately after
the acquisition or combination, by the owners of voting shares of the Employer immediately prior to the acquisition or combination.
		
	           
	  	(iv) Other [specify]:
		
		  	                                      
                                        
                                        
                                        
                                        
    
		
		  	                                      
                                        
                                        
                                        
                                        
    
		
		  	                                      
                                        
                                        
                                        
                                        
    

 17.9 Construction: The provisions of the Plan and Trust (if any) shall be construed and
enforced according to the laws of the State of Illinois, except to the extent that such laws are superseded by ERISA. 







 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above stated.

  

			
	 LIBERTY GROUP PUBLISHING, INC.
 Name of
Employer

		
	By:	 	 
		 	Authorized Person


 NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax
consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. The Sponsor disclaims all liability for the legal and tax consequences which result from the
elections made by the Employer in this Adoption Agreement.