exv10w1



 



Exhibit 10.1


GANNETT CO., INC.



DEFERRED COMPENSATION PLAN



Restatement dated February 1, 2003

(Reflecting all amendments through May 6, 2003)



 






 





GANNETT CO., INC.



DEFERRED COMPENSATION PLAN



Restatement dated February 1, 2003



(Reflecting all amendments through May 6, 2003)



Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	1.0	 	
BACKGROUND
	 	 	1	 
	 	 	  
1.1     Introduction
	 	 	1	 
	 	 	  
1.2     Certain Definitions
	 	 	1	 
	2.0	 	
EXPLANATION OF PLAN
	 	 	2	 
	 	 	  
2.1     Effective Date
	 	 	2	 
	 	 	  
2.2     Eligibility
	 	 	2	 
	 	 	  
2.3     Interest in the Plan; Deferred Compensation Account
	 	 	2	 
	 	 	  
2.4     Amount of Deferral
	 	 	2	 
	 	 	  
2.5     Time of Election of Deferral
	 	 	2	 
	 	 	  
2.6     Accounts and Investments
	 	 	3	 
	 	 	  
2.7     Participant’s Option to Reallocate Amounts
	 	 	5	 
	 	 	  
2.8     Reinvestment of Income
	 	 	5	 
	 	 	  
2.9     Payment of Deferred Compensation
	 	 	5	 
	 	 	  
2.10   Manner of Electing Deferral, Choosing
Investments and Choosing Payment Options
	 	 	8	 
	 	 	  
2.11   Company Contributions
	 	 	8	 
	 	 	  
2.12   Deferrals of Stock Option Compensation
	 	 	9	 
	 	 	  
2.13   Deferrals of Restricted Stock by Directors
	 	 	9	 
	3.0	 	
ADMINISTRATION OF THE PLAN
	 	 	10	 
	 	 	  
3.1     Statement of Account
	 	 	10	 
	 	 	  
3.2     Assignability
	 	 	10	 
	 	 	  
3.3     Business Days
	 	 	11	 
	 	 	  
3.4     Administration
	 	 	11	 
	 	 	  
3.5     Amendment
	 	 	11	 
	 	 	  
3.6     Liability
	 	 	12	 
	 	 	  
3.7     Change in Control
	 	 	12	 
	 	 	  
3.8     Claims
	 	 	16	 



 






 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	 	 	  
3.9     Successors
	 	 	18	 
	 	 	  
3.10   Governing Law
	 	 	18	 
	4.0	 	
EMPLOYEES OF PARTICIPATING AFFILIATES
	 	 	18	 
	 	 	  
4.1     Eligibility of Employees of Affiliated Companies
	 	 	18	 
	 	 	  
4.2     Compensation from Participating Affiliates
	 	 	18	 
	 	 	  
4.3     Rights Subject to Creditors
	 	 	18	 
	 	 	  
4.4     Certain Distributions
	 	 	19	 
	 	 	  
4.5     Assignability
	 	 	19	 



 






 



GANNETT CO., INC.

DEFERRED COMPENSATION PLAN



Restatement dated February 1, 2003

(Reflecting all amendments through May 6, 2003)



1.0 BACKGROUND




	1.1.	 	Introduction
	 
	 	 	The Gannett Co., Inc. Deferred Compensation Plan (“Plan”) was adopted to
provide the opportunity for directors of the Company who are not also
employees (“Directors”) to defer to future years all or part of their
fees and key employees to defer to future years all or part of their
salary, bonus and/or shares of Gannett common stock issued pursuant to
Stock Incentive Rights (“SIRs”) under the Gannett Co., Inc. 1978
Long-Term Incentive Plan (“Compensation”) payable by Gannett Co., Inc.
(“Company”) as part of their retirement and financial planning. The term
“Compensation” also shall include (1) ordinary income that arises upon
the exercise of a stock option as more fully described in Section 2.12;
and (2) such other forms of taxable income derived from the performance
of services for the Company as may be designated by the Committee and
which may be deferred pursuant to such special terms and conditions as
the Committee may establish. Notwithstanding the preceding sentence, in
the case of a Director, the term “Compensation” shall exclude ordinary
income that arises upon the exercise of a stock option but shall include
shares of restricted stock (“Restricted Stock”) granted to a Director
under the Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan or
any successor thereto.
	 
	1.2.	 	Certain Definitions
	 
	 	 	This Plan shall apply to compensation earned under the 1978 Long-Term
Incentive Plan, the 2001 Omnibus Incentive Compensation Plan, and
successor plans. The term “SIRs” used in this Plan also includes
restricted stock awards issued under any such plan. The term “Committee”
used in this Plan mean the Benefit Plans Committee. The term “Company”
means the Company as defined above in Section 1.1 and any successor to
its business and/or assets which assumes the Plan by operation of law or
otherwise. The term “Board” means the Board of Directors of the Company.



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2.0 EXPLANATION OF PLAN




	2.1	 	Effective Date
	 
	 	 	The Plan was initially effective July 1, 1987. This amendment and
restatement is effective February 1, 2003 with respect to individuals who
become Participants after January 31, 2003, and with respect to those
Participants who were Participants on January 31, 2003, and who have
consented in the time and manner prescribed by the Committee to the
changes made to this Plan pursuant to Board action on December 3, 2002,
in accordance with Section 3.5 hereof. The Plan as in effect on January
31, 2003 shall continue to apply to all Participants on that date who do
not so consent.
	 
	2.2	 	Eligibility
	 
	 	 	The Plan is available to (a) Directors of the Company and (b) officers
and employees of the Company who reside in the United States and who are
designated as eligible by the Committee. No employee may be designated
as eligible unless the employee belongs to “a select group of management
or highly compensated employees” as defined in Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).
	 
	2.3	 	Interest in the Plan; Deferred Compensation Account
	 
	 	 	For each eligible person who elects to defer Compensation
(“Participant”), one or more Deferred Compensation Accounts shall be
established in accordance with Section 2.6(a). A Participant’s interest
in the Plan shall be the Participant’s right to receive payments under
the terms of the Plan. A Participant’s payments from the Plan shall be
based upon the value attributable to the Participant’s Deferred
Compensation Accounts.
	 
	2.4	 	Amount of Deferral




	 	(a)	 	A Participant may elect to defer receipt of all or a part of
his or her Compensation provided that the minimum deferral for any
type of Compensation to be deferred must be $5,000 for the year of
deferral or, in the case of deferred SIRs, such minimum number of
shares as the Committee may determine. In any year in which the
percentage selected for deferral amounts to less than $5,000 of the
type of Compensation being deferred or fewer than the designated
number of SIRs, there shall be no deferral of that type of
Compensation for that year.
	 
	 	(b)	 	Notwithstanding the foregoing, Compensation shall not be
deferred to the extent that the deferral would cause the Participant
to have insufficient funds available to provide for all withholdings
he or she has authorized to be made, or are required by law to be
made, from his or her Compensation.




	2.5	 	Time of Election of Deferral




	 	(a)	 	An election to defer Compensation must be made before the
Compensation is earned. In the case of salary and Directors’ fees,
the election to defer must be made prior to the year



2






 





	 	 	 	in which the
services to which the salary or Directors’ fees relate will be
performed, or, if deferred during the year in which the services are
performed, at least six months prior to
the month in which the services are performed. In the case of
bonuses and SIRs, the election to defer must be made prior to the
year in which the bonuses or SIRs will be paid.
	 
	 	 	 	Notwithstanding the foregoing, in his or her first year of
eligibility an employee or Director may make a deferral election
within 30 days of first becoming eligible. This initial deferral
may relate only to Compensation attributable to the period
following the deferral election.
	 
	 	(b)	 	Effective May 6, 2003, a new compensation arrangement for
Directors was approved, and accordingly, in the case of Director’s
fees, whether payable in cash, Restricted Stock, or any other form
permitted to be deferred under the Plan, deferral elections under
the Plan shall relate to one-year terms (each, a “Term”) beginning
with each annual meeting of shareholders of the Company (“Annual
Meeting”) and ending immediately prior to the next Annual Meeting.
Any deferral election made by a Director prior to 2003 relating to
fees earned by the Director in that year shall apply to fees earned
under the prior compensation arrangement during the partial year
beginning on January 1, 2003 and ending immediately prior to the
Annual Meeting in May of 2003. In addition, Directors shall be
given the opportunity to make a new deferral election prior to the
2003 Annual Meeting, which, pursuant to this provision, shall relate
to fees earned under the new compensation arrangement during the
Term beginning with the 2003 Annual Meeting and ending immediately
prior to the 2004 Annual Meeting. With respect to subsequent Terms,
deferral elections shall be required to be made no later than thirty
(30) days prior to the commencement of the Term. The foregoing
election requirements shall be subject to the rule regarding first
year of eligibility set forth in the second paragraph of Section
2.5(a) above.
	 
	 	(c)	 	Once made, an election to defer for a particular time period
is irrevocable.




	2.6	 	Accounts and Investments




	 	(a)	 	Effective for deferrals on and after January 1, 1997, all
Participant records, reports and elections after an initial election
shall be maintained on the basis of Payment Commencement Dates (as
defined in Section 2.9(b)), i.e., all amounts
that have been elected to be paid in full, or to commence payment,
in a designated calendar year shall be aggregated in a single
Deferred Compensation Account for a Participant for purposes of
subsequent recordkeeping and for elections that may be available
with respect to the deferred amounts, such as investment elections
and payment method elections. Deferrals prior to January 1, 1997,
shall be accounted for in accordance with the accounts in effect on
December 31, 1996.
	 
	 	(b)	 	The amount of Compensation deferred will be credited to the
Participant’s Deferred Compensation Account or Accounts as soon as
practicable after the Compensation would have been paid had there
been no election to defer.




3









 




	 	 	 	The amounts credited in a Deferred Compensation Account will be
deemed invested in the fund or funds designated by the Participant
from among funds selected by the Committee, which may include the
following or any combination of the following:




	 	(i)	money market funds;
	 
	 	(ii)	bond funds;
	 
	 	(iii)	equity funds; and
	 
	 	(iv)	the Gannett stock fund.




	 	 	 	Although the Plan is not subject to section 404(c) of ERISA, the
funds available to Participants under the Plan shall, at all times,
constitute a broad range of investment alternatives that would meet
the standards pertaining to the range of investments set forth in
regulations promulgated by the Department of Labor under section
404(c) of ERISA, or any successor provision, as if that provision
were applicable to the Plan. In the discretion of the Committee,
funds may be added, deleted or substituted from time to time,
subject to the preceding sentence.
	 
	 	 	 	Information on the specific funds permitted under the Plan shall be
made available by the Committee to the Participants. If the
Committee adds, deletes or substitutes a particular fund, the
Committee shall notify Participants in advance of the change and
provide Participants with the opportunity to change their
allocations among funds in connection with such addition, deletion
or substitution.
	 
	 	 	 	A Participant may allocate contributions to his or her Deferred
Compensation Accounts among the available funds pursuant to such
procedures and requirements as may be specified by the Committee
from time to time. Participants shall have the opportunity to give
investment directions with respect to their Accounts at least once
in any three-month period.
	 
	 	(c)	 	All deferrals under this Plan and the earnings credited to
them are fully vested at all times.
	 
	 	(d)	 	The right of any Participant to receive future payments under
the provisions of the Plan shall be a contractual obligation of the
Company but shall be subject to the claims of the creditors of the
Company in the event of the Company’s insolvency or bankruptcy as
provided in the trust agreement described below.
	 
	 	 	 	Plan assets may, in the Company’s discretion, be placed in a trust
(the “Rabbi Trust”) (which Rabbi Trust may be a sub-trust
maintained as a separate account within a larger trust that is also
used to pay benefits under other Company- sponsored unfunded
nonqualified plans) but will nevertheless continue to be subject to
the claims of the Company’s creditors in the event of the Company’s
insolvency or bankruptcy as provided in the trust agreement. In
any event, the Plan is intended to be unfunded under Title I of
ERISA.



4






 







	2.7	 	Participant’s Option to Reallocate Amounts
	 
	 	 	A Participant may elect to reallocate amounts in his or her Deferred
Compensation Accounts among the available funds pursuant to such
procedures and requirements as may be specified by the Committee from
time to time consistent with the final sentence of Section 2.6(b).
	 
	2.8	 	Reinvestment of Income
	 
	 	 	Income from a hypothetical fund investment in a Deferred Compensation
Account shall be deemed to be reinvested in that fund as soon as
practicable under the terms of that fund.
	 
	2.9	 	Payment of Deferred Compensation




	 	(a)	 	No withdrawal may be made from the Participant’s Deferred
Compensation Accounts except as provided in this Section.
	 
	 	(b)	 	At the time a deferral election is made, the Participant
shall choose the date on which payment of the amount credited to the
Deferred Compensation Account is to commence, which date shall be
either April 1 or October 1 of the year of the Participant’s
retirement, the year next following the Participant’s retirement, or
any other year specified by the Participant that is after the year
for which the Participant is making the deferral (“Payment
Commencement Date”). In the case of Director Participants, the
Payment Commencement Date shall be no later than the first day of
the month following the Participant’s retirement from the Board. In
the case of key employee Participants, the Payment Commencement Date
shall be no later than October 1 of the year following the year
during which the key employee reaches age 65.
	 
	 	 	 	Notwithstanding the foregoing paragraph: (i) for all elections to
defer occurring on or after November 1, 1991, (ii) in the event
that the Committee adds or substitutes a particular fund or funds,
or (iii) if a Participant elects to reallocate amounts in his or
her Deferred Compensation Accounts among available funds, the
Committee shall have the right to fix Payment Commencement Dates
and/or the date or dates upon which the value attributable to a
Deferred Compensation Account is to be determined or paid, or
modify such previously elected dates (but in no event to a date
earlier than the date originally elected by the Participant) in
order to comply with the requirements of the added, substituted or
available fund or funds, pursuant to such procedures and
requirements as may be specified by the Committee from time to
time.
	 
	 	(c)	 	At the time the election to defer is made, the Participant
may choose to receive payments either (i) in a lump sum, or (ii) if
the Payment Commencement Date is during a year in which the
Participant could have retired under a retirement plan of the
Company, in up to ten annual installments. The method of paying a
Deferred Compensation Account is the “Method of Payment.” The
amount of any payment under the Plan shall be the value attributable
to the Deferred Compensation Account on the last day of the month
preceding the month of the payment date, divided by the number of
payments remaining to be made, including the payment for which the
amount is being determined.



5






 







	 	(d)	 	In the event of a Participant’s death or disability before
the Participant has received any payments from a Deferred
Compensation Account, the value of the Account shall be paid to the
Participant’s designated beneficiary, in the case of death, or to
the Participant, in the case of disability, at such time and in such
form of payment as is set forth on the applicable deferral form
signed by the Participant, or as the Committee determines, in its
sole discretion. In the event of the Participant’s death or
disability after installment payments from a Deferred Compensation
Account have commenced, the remaining balance of the Account shall
be paid to the Participant or designated beneficiary, as applicable,
over the installments remaining to be paid.
	 
	 	 	 	Beneficiary designations shall be submitted on the form specified
by the Company. If a Participant so chooses, a separate
beneficiary designation may be made for each Deferred Compensation
Account. The filing of a new beneficiary designation shall
automatically revoke any previous beneficiary designation. In the
event a beneficiary designation has not been made, or the
beneficiary was not properly designated (in the sole discretion of
the Company), has died or cannot be found, all payments after death
shall be paid to the Participant’s estate. In case of disputes
over the proper beneficiary, the Company reserves the right to make
any or all payments to the Participant’s estate.
	 
	 	(e)	 	A Participant may not change an initial Payment Commencement
Date or Method of Payment for a Deferred Compensation Account after
an election has been made except as provided in this subsection (e)
as follows:




	 	(i)	The Method of Payment elected by a Participant
may be changed by the Participant’s written election to the
Committee at any time up to 36 months prior to the earlier of
the Payment Commencement Date or the Participant’s termination
of employment, or, if the Participant has elected the year of,
or the year next following, his or her retirement as the
Payment Commencement Date, at any time no later than 6 months
prior to the Participant’s retirement and prior to the
calendar year in which the retirement occurs. Any change of
an earlier election that is made within 36 months of the
earlier of the Payment Commencement Date or the Participant’s
termination, or, if the Participant has elected the year of,
or the year next following, his or her retirement as the
Payment Commencement Date, within 6 months of the
Participant’s retirement or in the year in which the
Participant’s retirement occurs, shall be disregarded by the
Committee;
	 
	 	(ii)	The year initially elected by the Participant as
the Payment Commencement Date may never be changed. However,
at any time prior to the December 31 preceding such year, the
Participant may change the exact date of payment in the
payment year to the first day of any month in such year,
provided that the Participant gives the Committee notice of
such change at least 90 days before the date benefit payments
are to commence and provided that if the Participant has
elected installment payments the total amount to be paid to
the Participant during the payment commencement year shall be
the same as the total amount that would have been paid in the
absence of such election with each monthly installment in the
Payment Commencement Year adjusted accordingly.



6






 







	 	 	Restrictions on changing Payment Commencement Dates and Methods of
Payment shall not prevent the Participant from choosing a different
Payment Commencement Date and/or Method of Payment for amounts to
be deferred in subsequent years.




	 	(f)	 	Notwithstanding any Payment Commencement Date or Method of
Payment selected by a Participant, if:




	 	(i)	an employee Participant’s employment with the
Company terminates other than (1) at or after early or normal
retirement pursuant to a retirement plan of the Company, (2)
by reason of the Participant’s death, or (3) by reason of the
Participant’s total disability, or
	 
	 	(ii)	a director Participant’s directorship terminates
for any reason other than (1) at or after reaching the
prescribed mandatory retirement age from the Board, (2) by
reason of such Participant’s death, or (3) by reason of such
Participant’s total disability,
	 
	 	 	the Committee, in its sole discretion, shall determine
whether to distribute such Participant’s benefits in the form
of five annual installment payments or as a lump sum. In
either case, such payment shall begin as soon as
administratively practicable following the Participant’s
termination of employment.




	 	(g)	 	If, in the discretion of the Committee, the Participant has a
need for funds due to an unforeseeable emergency, benefits may be
paid prior to the Participant’s Payment Commencement Date. For this
purpose, an unforeseeable emergency means an unanticipated emergency
that is caused by an event beyond the control of the Participant or
the Participant’s beneficiary and that would result in severe
financial hardship if early withdrawal were not permitted. A
payment based upon financial hardship cannot exceed the amount
required to meet the immediate financial need created by the
hardship. The Participant requesting a hardship payment must supply
the Committee with a statement indicating the nature of the need
that created the financial hardship, the fact that all other
reasonably available resources are insufficient to meet the need,
and any other information which the Committee decides is necessary
to evaluate whether a financial hardship exists.
	 
	 	 	 	A Participant with a financial need that fails to meet the
unforeseeable emergency standard may elect to withdraw funds from
the Participant’s Deferred Compensation Account prior to the date
specified in the Participant’s election form subject to the
following conditions: (1) premature withdrawals may be made only
in a lump sum and only in an amount in excess of $10,000; (2) only
one premature withdrawal may be made in a calendar year; (3) the
Participant must suspend further deferrals for the remainder of the
calendar year of the withdrawal; and (4) ten percent of the amount
withdrawn shall be irrevocably forfeited to the Company.
	 
	 	(h)	 	In the Company’s discretion, payments from the Plan may be
made in cash or in the kind of property represented by the fund or
funds selected by the Participant.



7






 







	 	(i)	 	All contributions to the Plan and all payments from the Plan,
whether made by the Company or the Trustee, shall be subject to all
taxes required to be withheld under applicable laws and regulations
of any governmental authorities.




	2.10	 	Manner of Electing Deferral, Choosing Investments and Choosing
Payment Options




	 	(a)	 	In order to make any elections or choices permitted
hereunder, the Participant must give written notice to the
Committee. A notice electing to defer Compensation shall specify:




	 	(i)	the percentage and type of Compensation to be
deferred;
	 
	 	(ii)	the funds chosen by the Participant;
	 
	 	(iii)	the Method of Payment to the Participant and the
Method of Payment to the Participant’s estate in the event of
the Participant’s death; and
	 
	 	(iv)	the Payment Commencement Date.




	 	(b)	 	An election by a Participant to defer Compensation shall
apply only to Compensation deferred in the calendar year for which
the election is effective. However, the designation of the Payment
Commencement Date for this year will require that all deferrals from
all years with the same Payment Commencement Date shall constitute a
single Deferred Compensation Account and any other Plan elections
such as investments, will apply to all assets held in this Deferred
Compensation Account regardless of the year of deferral.
	 
	 	(c)	 	The Committee will provide election forms to permit
Participants to defer Compensation to be earned during that calendar
year.
	 
	 	(d)	 	The last form received by the Committee directing an
allocation of amounts in a Deferred Compensation Account among the
funds available shall govern until changed by the receipt by the
Committee of a subsequent allocation form.




	2.11	 	Company Contributions
	 
	 	 	The Company may, in its sole discretion, make direct cash contributions
to the accounts or subaccounts on behalf of any eligible Participant.
The amount and timing of such contributions shall be subject to the
approval of the Executive Compensation Committee of the Board and that
Committee may impose vesting or other requirements on such accounts.
	 
	 	 	Except as otherwise provided in this Section, accounts so established
shall be subject to the same terms, conditions, and elections as are
applicable to other accounts under the Plan. The Company shall initially
specify the time and method of payment of amounts from such accounts and
may change the time and method of payment at any time, no later than
twelve months before payments are scheduled to begin. The Company may
accelerate payments at any time. The Company’s decisions as to the time
and method of payment need not fall within the provisions of the Plan
applicable to other deferred compensation accounts, but shall be subject
to the approval of the Executive Compensation Committee.



8






 







	2.12	 	Deferrals of Stock Option Compensation
	 
	 	 	A Participant, by authorization of, or pursuant to procedures established
by, the Committee, may elect to defer ordinary income imputed to the
Participant upon the exercise of a stock option issued pursuant to any
Company-sponsored stock option plan in accordance with guidelines
established by the Committee and the general terms of this Plan except as
such general terms are modified as follows:




	 	 	 	* an election to defer stock option income shall be effective only
if made at least six months prior to the exercise date of the
option and in the calendar year preceding the year of the exercise
date. An election to defer stock option income shall constitute an
amendment of the exercise date of the option so that the option may
not be exercised prior to the date six months subsequent to the
date of the notice of deferral. Notwithstanding the foregoing, a
Participant may elect to defer income on the exercise of any option
in calendar year 1999 provided that such election is made within 30
days after the adoption of this Section 2.12 and is effective only
with respect to option exercises that are made at least four months
after the date of a participant’s deferral election. An election
to defer option income in 1999 shall constitute an amendment of the
Stock Option Agreement related to such option so that the option
may not be exercised prior to the date four months subsequent to
the date of the notice of deferral.
	 
	 	 	 	* a deferral election with respect to any shares received upon a
stock option exercise shall require the deferral of all income with
respect to that exercise.
	 
	 	 	 	* an election to defer stock option income shall be deemed to
constitute a direction by the Participant to have the Company defer
to this Plan the number of shares (carried to the nearest one ten
thousandth of a share) equal in value to the income that would
otherwise have been realized by the Participant pursuant to his
stock option exercise with the ultimate payment of such deferred
shares to be made in accordance with the terms of this Plan. All
such deferrals shall be invested in the Gannett stock fund during
the entire deferral period and shall be paid out in kind on the
Payment Commencement Date.
	 
	 	 	 	* if payments of deferred shares are made in installments, each
installment payment shall be rounded as necessary to provide
payment only of a whole number of shares except that any fractional
shares payable in the final installment shall be paid in cash.




	2.13	 	Deferrals of Restricted Stock by Directors
	 
	 	 	A Director who has elected to receive all or some of his or her fees for
a Term, including, as applicable, the Director’s annual retainer, chair
retainer, meeting fees or long-term award, in the form of Restricted
Stock, may elect to defer such Restricted Stock in accordance with such
guidelines and restrictions as may be established by the Committee and in
accordance with the general terms of this Plan, subject to the following:




	 	(a)	 	An election to defer Restricted Stock must be made at the
time the Director elects to receive all or some of his or her fees
for the applicable Term, as described above, in the form of
Restricted Stock, and in accordance with Section 2.5(b) of the Plan.
If a Director



9






 





	 	 	 	makes such a deferral election, the election must apply to all fees
for the applicable Term that the Director has elected to receive in
the form of Restricted Stock.
	 
	 	(b)	 	An election to defer Restricted Stock shall constitute a
direction by the Director to have the Company, in lieu of currently
issuing shares of Restricted Stock, defer under this Plan an amount
equal to the value of the Restricted Stock subject to the election
as determined at the time of the award. The Restricted Stock
deferred by a Director under this Plan for a Term shall be credited
as units of stock to a separate sub-account within the Director’s
Deferred Compensation Account. Notwithstanding Section 2.6(c) of
the Plan, any vesting restrictions applicable to an award of
Restricted Stock deferred under the Plan shall apply to the
sub-account attributable to such award until such restrictions lapse
in accordance with the original terms of the award.
	 
	 	(c)	 	Restricted Stock deferred under the Plan shall be deemed
invested in the Gannett stock fund during the entire deferral period
and the Director shall not have the right to reallocate such deemed
investment to any of the other investment options otherwise
available under the Plan.
	 
	 	(d)	 	At the time an election to defer Restricted Stock is made,
the Director shall elect the time and form of payment of such
deferral and earnings thereon in accordance with Section 2.9 of the
Plan, provided, however, that payment of such amounts shall commence
in the year the Director leaves the Board. Payments shall be made
in shares of Company common stock.
	 
	 	(e)	 	Any portion of a Director’s Deferred Compensation Account
attributable to deferred Restricted Stock, whether or not vested,
shall not be available for early withdrawal pursuant to Section
2.9(g) of the Plan.



3.0 ADMINISTRATION OF THE PLAN




	3.1	 	Statement of Account
	 
	 	 	Statements setting forth the values of the funds deemed to be held in a
Participant’s Deferred Compensation Accounts will be sent to each
Participant quarterly or more often as the Committee may elect. A
Participant shall have two years from the date a statement has been sent
to question the accuracy of the statement. If no objection is made to
the statement, it shall be deemed to be accurate and thereafter binding
on the Participant for all purposes.
	 
	3.2	 	Assignability
	 
	 	 	The benefits payable under this Plan shall not revert to the Company or
be subject to the Company’s creditors prior to the Company’s insolvency
or bankruptcy, nor, except pursuant to will or the laws of descent and
distribution, shall they be subject in any way to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind by the Participant, the
Participant’s beneficiary or the creditors of either, including such
liability as may arise from the Participant’s bankruptcy.



10






 







	3.3	 	Business Days
	 
	 	 	In the event any date specified herein falls on a Saturday, Sunday, or
legal holiday, such date shall be deemed to refer to the next business
day thereafter or such other date as may be determined by the Committee
in the reasonable exercise of its discretion.
	 
	3.4	 	Administration
	 
	 	 	This Plan shall be administered by the Committee. The Committee has sole
discretion to interpret the Plan and to determine all questions arising
in the administration, interpretation, and application of the Plan. The
Committee’s powers include the power, in its sole discretion and
consistent with the terms of the Plan, to determine who is eligible to
participate in this Plan, to determine the eligibility for and the amount
of benefits payable under the Plan, to determine when and how amounts are
allocated to a Participant’s Deferred Compensation Account, to establish
rules for determining when and how elections can be made, to adopt any
rules relating to administering the Plan and to take any other action it
deems appropriate to administer the Plan. The Committee may delegate its
authority hereunder to one or more persons. Whenever the value of a
Deferred Compensation Account is to be determined under this Plan as of a
particular date, the Committee may determine such value using any method
that is reasonable, in its discretion. Whenever payments are to be made
under this Plan, such payments shall begin within a reasonable period of
time, as determined by the Committee, and no interest shall be paid on
such amounts for any reasonable delay in making the payments.
	 
	3.5	 	Amendment




	 	(a)	 	This Plan may at any time and from time to time be amended or
terminated by the Board or the Compensation Committee of the Board.
No amendment shall, without the consent of a Participant, adversely
affect such Participant’s interest in the Plan, i.e., the
Participant’s benefit accrued to the effective date of the amendment
(hereinafter referred to as the “Protected Interest”), as determined
by the Committee in its sole discretion.
	 
	 	(b)	 	An amendment shall be considered to adversely affect a
Participant’s interest in the Plan if it has the effect of:




	 	(i)	reducing the Participant’s Protected Interest in
his or Deferred Compensation Accounts;
	 
	 	(ii)	eliminating or restricting a Participant’s right
to give investment directions with respect to the
Participant’s Protected Interest in his or her Deferred
Compensation Accounts under Sections 2.6 and 2.7 of the Plan,
except that a change in the number or type of funds available
shall not be considered an amendment of the Plan as long as
the funds available to Participants following such change
constitute a broad range of investment alternatives under the
standards pertaining to the range of investments set forth in
regulations promulgated by the Department of Labor under
section 404(c) of ERISA or any successor provision;
	 
	 	(iii)	eliminating or restricting any timing or payment
option available with respect to the Participant’s Protected
Interest in his or her Deferred Compensation Accounts,



11






 





	 	 	or the Participant’s right to make and change payment
elections with respect to such Protected Interest, under
Section 2.9, 2.10 or any other provision of the Plan;
	 
	 	(iv)	reducing or diminishing any of the change in
control protections provided to the Participant under Section
3.7 or any other provision of the Plan; or
	 
	 	(v)	reducing or diminishing the rights of the
Participant under this Section 3.5 with respect to any
amendment or termination of the Plan.




	 	(c)	 	Notwithstanding any in the foregoing to the contrary, any
amendment made for the purpose of protecting the favorable tax
treatment of amounts deferred under the Plan following a change in
applicable law, including for this purpose a change in statute,
regulation or other agency guidance, shall not be considered to
adversely affect a Participant’s interest in the Plan.
	 
	 	(d)	 	If the Plan is terminated, compensation shall prospectively
cease to be deferred as of the date of the termination. Each
Participant will be paid the value of his or her Deferred
Compensation Accounts, including earnings credited through the
payment date based on the Participant’s investment allocations, at
the time and in the manner provided for in Sections 2.9 and 2.10.




	3.6	 	Liability




	 	(a)	 	Except in the case of willful misconduct, no Director or
employee of the Company, or person acting as the independent
fiduciary provided for in Section 3.7, shall be personally liable
for any act done or omitted to be done by such person with respect
to this Plan.
	 
	 	(b)	 	The Company shall indemnify, to the fullest extent permitted
by law, members of the Committee, persons acting as the independent
fiduciary and Directors and employees of the Company, both past and
present, to whom are or were delegated duties, responsibilities and
authority with respect to the Plan, against any and all claims,
losses, liabilities, fines, penalties and expenses (including, but
not limited to, all legal fees relating thereto), reasonably
incurred by or imposed upon such persons, arising out of any act or
omission in connection with the operation and administration of the
Plan, other than willful misconduct.




	3.7	 	Change in Control




	 	(a)	 	Participation. If a change in control
occurs, each eligible person who is participating in the Plan on the
date of the change in control shall be entitled to continue
participating in the Plan and to make additional deferrals under its
terms following the change in control, until he or she ceases to
meet the criteria for an “eligible person” specified in Section 2.2
hereof (without regard to designation by the Committee) or the Plan
is terminated pursuant to Section 3.5. No new persons may be
designated as eligible to participate in the Plan on or after a
change in control.
	 
	 	(b)	 	Legal Expense. If, with respect to any
alleged failure by the Company to comply with any of the terms of
this Plan subsequent to a change in control, other than any alleged
failure relating to a matter within the control of the independent
fiduciary and with respect to



12






 





	 	 	 	which the Company is acting pursuant to a determination
or direction of the independent fiduciary, a Participant or
beneficiary hires legal counsel or institutes any negotiations or
institutes or responds to legal action to assert or defend the
validity of, enforce his rights under, obtain benefits promised
under or recover damages for breach of the terms of this Plan,
then, regardless of the outcome, the Company shall pay, as they are
incurred, a Participant’s or beneficiary’s actual expenses for
attorneys’ fees and disbursements, together with such additional
payments, if any, as may be necessary so that the net after-tax
payments to the Participant or beneficiary equal such fees and
disbursements.
	 
	 	(c)	 	Mandatory Contributions to Rabbi Trust.
If a change in control occurs, the Company shall make mandatory
contributions to a Rabbi Trust established pursuant to Section
2.6(d), to the extent required by the provisions of such Rabbi
Trust.
	 
	 	(d)	 	Powers of Independent Fiduciary.
Following a change in control, the Plan shall be administered by the
independent fiduciary. The independent fiduciary shall assume the
following powers and responsibilities from the Committee and the
Company:




	 	(i)	The independent fiduciary shall assume all powers
and responsibilities assigned to the Committee under Section
3.4 and all other provisions of the Plan, including, without
limitation, the sole power and discretion to:




	 	(1)	 	determine all questions arising in
the administration and interpretation of the Plan,
including factual questions and questions of eligibility
to participate and eligibility for benefits;
	 
	 	(2)	 	adjudicate disputes and claims for
benefits;
	 
	 	(3)	 	adopt rules relating to the
administration of the Plan;
	 
	 	(4)	 	select the investment funds available
to Participants under Section 2.6 of the Plan (subject
to the requirement that, at all times, such funds
constitute a broad range of investment alternatives
under the standards pertaining to the range of
investments set forth in regulations promulgated by the
Department of Labor under section 404(c) of ERISA or any
successor provision);
	 
	 	(5)	 	determine the amount, timing and form
of benefit payments;
	 
	 	(6)	 	direct the Company and the trustee of
the Rabbi Trust on matters relating to benefit payments;
	 
	 	(7)	 	engage attorneys, accountants,
actuaries and other professional advisors (whose fees
shall be paid by the Company), to assist it in
performing its responsibilities under the Plan; and
	 
	 	(8)	 	delegate to one or more persons
selected by it, including outside vendors,
responsibility for fulfilling some or all of its
responsibilities under the Plan.



13






 







	 	(ii)	The independent fiduciary, and not the Company or
the Executive Compensation Committee, shall have the sole
authority to determine the time and method of payment of
amounts attributable to contributions made by the Company
prior to the change in control under Section 2.11, provided
that the independent fiduciary may not accelerate the payment
of such amounts to a Participant without the Participant’s
consent.
	 
	 	(iii)	The independent fiduciary shall have the sole
power and discretion to (1) direct the investment of assets
held in the Rabbi Trust, including the authority to appoint
one or more investment managers to manage any such assets and
(2) remove the trustee of the Rabbi Trust and appoint a
successor trustee in accordance with the terms of the trust
agreement.




	 	(e)	 	Review of Decisions.




	 	(i)	Notwithstanding any provision in the Plan to the
contrary, following a change of control, any act,
determination or decision of the Company (including its Board
or any committee of its Board) with regard to the
administration, interpretation and application of the Plan
must be reasonable, as viewed from the perspective of an
unrelated party and with no deference paid to the actual act,
determination or decision of the Company. Furthermore,
following a change in control, any decision by the Company
shall not be final and binding on a Participant. Instead,
following a change in control, if a Participant disputes a
decision of the Company relating to the Plan and pursues legal
action, the court shall review the decision under a “de novo”
standard of review.
	 
	 	(ii)	Following a change in control, any act,
determination or decision of the independent fiduciary with
regard to the administration, interpretation and application
of the Plan shall be final, binding, and conclusive on all
parties.




	 	(f)	 	Company’s Duty to Cooperate. Following a
change in control, the Company shall cooperate with the independent
fiduciary as may be necessary to enable the independent fiduciary to
carry out its powers and responsibilities under the Plan and Rabbi
Trust, including, without limitation, by promptly furnishing all
information relating to Participants’ benefits as the independent
fiduciary may reasonably request.
	 
	 	(g)	 	Appointment of Independent Fiduciary. The
independent fiduciary responsible for the administration of the Plan
following a change in control shall be a committee composed of the
individuals who constituted the Company’s Benefit Plans Committee
immediately prior to the change in control and the Company’s chief
executive officer immediately prior to the change in control.
	 
	 	 	 	If, following a change in control, any individual serving on such
committee resigns, dies or becomes disabled, the remaining members
of the committee shall continue to serve as
the committee without interruption. A successor member shall be
required only if there are less than three remaining members on the
committee. If a successor member is required, the successor shall
be an individual appointed by the remaining member or 



14






 





	 	 	 	members of
the committee who (i) is eligible to be paid benefits from the
assets of the Rabbi Trust or the larger trust of which it is a part
and (ii) agrees to serve on such committee.
	 
	 	 	 	If at any time there are no remaining members on the committee
(including any successor members appointed to the committee
following the change in control), the Trustee shall promptly submit
the appointment of the successor members to an arbiter, the costs
of which shall be borne fully by the Company, to be decided in
accordance with the American Arbitration Association Commercial
Arbitration Rules then in effect. The arbiter shall appoint three
successor members to the committee who each meet the criteria for
membership set forth above. Following such appointments by the
arbiter, such successor members shall appoint any future successor
members to the committee to the extent required above (i.e., if, at
any time, there are less than three remaining members on the
committee) and subject to the criteria set forth above.
	 
	 	 	 	If one or more successor members are required and there are no
individuals remaining who satisfy the criteria for membership on
the committee, the remaining committee members or, if none, the
Trustee, shall promptly submit the appointment of the successor
member or members to an arbiter, and the Company shall bear the
costs of arbitration, as provided for in the preceding paragraph.
	 
	 	(h)	 	Change in Control Definition. As used in
this Plan, a “change in control” means the first to occur of the
following:




	 	(i)	The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (1) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this
Section, the following acquisitions shall not constitute a
change in control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or one of its
affiliates or (D) any acquisition pursuant to a transaction
that complies with clauses (1), (2) and (3) of Section
3.7(h)(iii) below;
	 
	 	(ii)	Individuals who, as of January 1, 2003,
constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to such date whose election or nomination for
election by the Company’s stockholders was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of
the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or 



15






 





	 	 	threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;
	 
	 	(iii)	Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar corporate
transaction involving the Company or any of its subsidiaries,
a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock
of another entity by the Company or any of its subsidiaries
(each, a “Business Combination”), in each case, unless,
following such Business Combination, (1) all or substantially
all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation or entity resulting from such Business Combination
(including, without limitation, a corporation or entity that,
as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may
be, (2) no Person (excluding any employee benefit plan (or
related trust) of the Company or any corporation or entity
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation or
entity resulting from such Business Combination or the
combined voting power of the then-outstanding voting
securities of such corporation or entity, except to the extent
that such ownership existed prior to the Business Combination,
and (3) at least a majority of the members of the board of
directors of the corporation or entity resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination;
or
	 
	 	(iv)	Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
	 


	3.8	 	Claims




	 	(a)	 	Claim Denials. The Committee shall
maintain procedures with respect to the filing of claims for
benefits under the Plan. Pursuant to such procedures, any
Participant or beneficiary (hereinafter called “claimant”) whose
claim for benefits under the Plan is denied shall receive written
notice of such denial. The notice shall set forth:




	 	(i)	the specific reasons for the denial of the claim;
	 
	 	(ii)	a reference to the specific provisions of the
Plan on which the denial is based;



16






 







	 	(3)	any additional material or information necessary
to perfect the claim and an explanation why such material or
information is necessary; and
	 
	 	(4)	a description of the procedures for review of the
denial of the claim and the time limits applicable to such
procedures, including a statement of the claimant’s right to
bring a civil action under ERISA following a denial on review.




	 	 	 	Such notice shall be furnished to the claimant within a reasonable
period of time, but no later than 90 days after receipt of the
claim by the Plan, unless the Committee determines that special
circumstances require an extension of time for processing the
claim. In no event shall such an extension exceed a period of 90
days from the end of the initial 90-day period. If such an
extension is required, written notice thereof shall be furnished to
the claimant before the end of the initial 90-day period, which
shall indicate the special circumstances requiring an extension of
time and the date by which the Committee expects to render a
decision.
	 
	 	(b)	 	Right to a Review of the Denial. Every
claimant whose claim for benefits under the Plan is denied in whole
or in part by the Committee shall have the right to request a review
of the denial. Review shall be granted if it is requested in
writing by the claimant no later than 60 days after the claimant
receives written notice of the denial. The review shall be
conducted by the Committee.
	 
	 	(c)	 	Decision of the Committee on Appeal. At
any hearing of the Committee to review the denial of a claim, the
claimant, in person or by duly authorized representative, shall have
reasonable notice, shall have an opportunity to be present and be
heard, may submit written comments, documents, records and other
information relating to the claim, and may review documents, records
and other information relevant to the claim under the applicable
standards under ERISA. The Committee shall render its decision as
soon as practicable. Ordinarily decisions shall be rendered within
60 days following receipt of the request for review. If the need to
hold a hearing or other special circumstances require additional
processing time, the decision shall be rendered as soon as possible,
but not later than 120 days following receipt of the request for
review. If additional processing time is required, the Committee
shall provide the claimant with written notice thereof, which shall
indicate the special circumstances requiring the additional time and
the date by which the Committee expects to render a decision. If
the Committee denies the claim on review, it shall provide the
claimant with written notice of its decision, which shall set forth
(i) the specific reasons for the decision, (ii) reference to the
specific provisions of the Plan on which the decision is based,
(iii) a statement of the claimant’s right to reasonable access to,
and copies of, all documents, records and other information relevant
to the claim under the applicable standards under ERISA, and (iv)
and a statement of the claimant’s right to bring a civil action
under ERISA. The Committee’s decision shall be final and binding on
the claimant, and the claimant’s heirs, assigns, administrator,
executor, and any other person claiming through the claimant.
	 
	 	(d)	 	Notwithstanding the foregoing, following a change in control,
the independent fiduciary shall be responsible for deciding claims
and appeals pursuant to the procedures described above. Any
decision on a claim by the independent fiduciary shall be final and
binding on
the claimant, and the claimant’s heirs, assigns, administrator,
executor, and any other person claiming through the claimant.



17






 







	3.9	 	Successors
	 
	 	 	The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to expressly assume and
agree to perform the Plan in the same manner and to the same extent that
the Company would be required to perform it if no such succession had
taken place.
	 
	3.10	 	Governing Law
	 
	 	 	To the extent not preempted by federal law, all questions pertaining to
the construction, regulation, validity and effect of the provisions of
the Plan shall be determined in accordance with the laws of the State of
Illinois without regard to the conflict of laws principles thereof.



4.0 EMPLOYEES OF PARTICIPATING AFFILIATES




	4.1	 	Eligibility of Employees of Affiliated Companies
	 
	 	 	If the Committee allows it in any individual case, this Plan is also
available to officers and employees of a corporation, partnership or
other entity that is directly or indirectly controlled by the Company,
provided that such officer or employee resides in the United States and
is specifically designated as eligible by the Committee. An entity that
is directly or indirectly controlled by the Company and employs an
individual who is a Participant is hereinafter referred to as a
“Participating Affiliate”.
	 
	4.2	 	Compensation from Participating Affiliates
	 
	 	 	With respect to Participants who are employed by Participating
Affiliates, “Compensation” as used in this Plan shall include all or part
of their salary, bonus and/or shares of Gannett common stock issued
pursuant to “SIRs”, ordinary income that arises upon the exercise of a
stock option as more fully described in Section 2.12, and such other
forms of taxable income derived from the performance of services for the
Company or any Participating Affiliate (as defined in Section 4.1) as may
be designated by the Committee and which may be deferred pursuant to such
special terms and conditions as the Committee may establish.
	 
	4.3	 	Rights Subject to Creditors
	 
	 	 	The right of any Participant who is employed by a Participating Affiliate
to receive future payments under the provisions of the Plan shall be a
contractual obligation of the Company and the Participating Affiliate at
the time the Participant elects to defer compensation. Such a
Participant’s right to receive future payments is subject to the claims
of the creditors of the Company and the Participating Affiliates in the
event of the Company’s or any Participating Affiliate’s insolvency or
bankruptcy as provided in the trust agreement. Plan assets may, in the
Committee’s discretion, be placed in a trust but will nevertheless
continue to be subject to the claims of the Company’s and the
Participating Affiliates’ creditors in the event of the Company’s or any
Participating Affiliate’s insolvency or bankruptcy as provided in the
trust agreement. In any event, the Plan is intended to be unfunded under
Title I of ERISA. If the Committee so
permits, Participating Affiliates may also contribute assets to the Rabbi
Trust in connection with their Plan obligations under this Article. If,
at the election of the Committee, such contributions are not separately
accounted for through subtrusts, segregated accounts, or similar
arrangements,



18






 





	 	 	Plan assets held by the Rabbi Trust will be subject to the
claims of the Participating Affiliates’ creditors in the event of any
Participating Affiliate’s insolvency or bankruptcy as provided in the
trust agreement.
	 
	4.4	 	Certain Distributions
	 
	 	 	Notwithstanding any Payment Commencement Date or Method of Payment
selected by a Participant employed by a Participating Affiliate, if such
a Participant ceases to be employed by the Company or a Participating
Affiliate other than (i) at or after early or normal retirement pursuant
to a retirement plan of the Company, (ii) by reason of the Participant’s
death, or (iii) by reason of the Participant’s total disability, the
Committee, in its sole discretion, shall determine whether to distribute
such Participant’s benefits in the form of five annual installment
payments, or as a lump sum. In either case, such payment shall begin
within a reasonable period of time following the termination of
employment.
	 
	4.5	 	Assignability
	 
	 	 	The benefits payable under this Plan to an employee of a Participating
Affiliate shall not revert to the Company or Participating Affiliate or
be subject to the Company’s or Participating Affiliate’s creditors prior
to the Company’s or Participating Affiliate’s insolvency or bankruptcy,
nor, except pursuant to will or the laws of descent and distribution,
shall they be subject in any way to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind by the Participant, the Participant’s beneficiary or
the creditors of either, including such liability as may arise from the
Participant’s bankruptcy.




19