exv10w5



 



Exhibit 10.5


GANNETT SUPPLEMENTAL RETIREMENT PLAN


Restatement dated February 1, 2003

(Reflecting all amendments through December 3, 2002)


ARTICLE ONE


Definitions



	1.1	 	“Plan” means this Gannett Supplemental Retirement Plan.
	 
	1.2	 	“Funded Plan” means the Gannett Retirement Plan as it may pertain to a
particular Employee.
	 
	1.3	 	“Company” means Gannett Co., Inc. or any successor to its business and/or
assets which assumes the Plan by operation of law or otherwise.
	 
	1.4	 	“Board” means the Board of Directors of the Company.
	 
	1.5	 	“Committee” means the Gannett Benefit Plans Committee.
	 
	1.6	 	“Effective Date” means January 1, 1978. The effective date of this
restatement is February 1, 2003.
	 
	1.7	 	“Employee” means any employee of the Company who (1) is paid through the
Company’s headquarters payroll system, operating as of the date of this
restatement in Arlington, Virginia (“Corporate Payroll”), (2) is within “a
select group of management or highly compensated employees” as this term
is used in Title I of ERISA and (3) is designated by the Company’s Benefit
Plans Committee as being an eligible participant in the Plan and listed on
Appendix A, B or C.
	 
	1.8	 	“Monthly Benefit” means:




	 	•	 	for an Employee who began participating in the
Plan on or before January 1, 1998 and who is listed in
Appendix A, the Employee’s monthly benefit, expressed as a
single life annuity payable for the Employee’s life,
calculated using the formula set forth in Article VI of the
Funded Plan but ignoring the benefit limitations in the Funded
Plan required by Code Section 415 or the limitations on an
Employee’s compensation under Code Section 401(a)(17) and
taking into account all amounts deferred under the Gannett
Co., Inc. Deferred Compensation Plan.
	 
	 	•	 	for an Employee who began participating in the
Plan after January 1, 1998 and who is listed in Appendix A,
the Employee’s monthly benefit, expressed as a



 






 





	 	 	 	single life annuity payable for the Employee’s life, calculated
using the formula under Article VI or Article VIA, whichever is
used to calculate the Employee’s benefit under the Funded Plan,
but ignoring the benefit limitations in the Funded Plan required
by Code Section 415 or the limitations on an Employee’s
compensation under Code Section 401(a)(17) and taking into
account all amounts deferred under the Gannett Co., Inc.
Deferred Compensation Plan.
	 
	 	•	 	for an Employee who began participating in the
Plan after January 1, 1998 and who is listed in Appendix B,
the Employee’s monthly benefit, expressed as a single life
annuity payable for the Employee’s life, calculated using the
formula set forth in Article VI of the Funded Plan but
ignoring the benefit limitations in the Funded Plan required
by Code Section 415 or the limitations on an Employee’s
compensation under Code Section 401(a)(17) and taking into
account all amounts deferred under the Gannett Co., Inc.
Deferred Compensation Plan.
	 
	 	•	 	for an Employee who formerly participated in the
Central Newspapers, Inc. Retirement Plan (the “CNI Plan”) and
who is listed in Appendix C, the Employee’s monthly benefit,
expressed as a single life annuity payable for the Employee’s
life, calculated using the pension equity formula applicable
to such Employee under the Funded Plan, but ignoring the
benefit limitations in the Funded Plan required by Code
Section 415 or the limitations on an Employee’s compensation
under Code Section 401(a)(17) and taking into account salary
and bonuses deferred under the Gannett Co., Inc. Deferred
Compensation Plan. Notwithstanding the foregoing, if the
Employee’s benefit under the Funded Plan is calculated using a
grandfathered CNI Plan pension formula set forth in the
Appendix to the Funded Plan, the Employee’s “Monthly Benefit”
under this Plan will be calculated in accordance with Exhibit
A.




	 	 	Notwithstanding the foregoing, prior to a Change in Control, for
purposes of calculating a particular Employee’s Monthly Benefit,
the Board, or a committee of the Board acting on its behalf, may
adjust an Employee’s earnings, years of service or other factor
used in calculating the Employee’s Monthly Benefit in any manner
the Board or such committee deems appropriate, provided such
adjustment is memorialized in writing and provided that in no event
will any such adjustment result in a reduction of the benefit
accrued by the Employee as of the date the adjustment is made. The
Board, or a committee of the Board acting on its behalf, may make
such adjustment solely for a specified Employee or group of
Employees and without regard to how other Employees are treated.
No adjustments may be made pursuant to this provision following a
Change in Control.
	 
	1.9	 	“Normal Retirement Date” and “Early Retirement Date” mean the relevant
dates in the Funded Plan as they apply to a particular Employee.



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	1.10	 	“Code” means the Internal Revenue Code of 1986, as amended, and
regulations thereunder.
	 
	1.11	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, and regulations thereunder.
	 
	1.12	 	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 (x) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (y) 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 (x), (y) and (z) of subparagraph
(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 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, (x) 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



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	 	 	 	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, (y) 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 (z) 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.




	 	 	No Employee who participates in any group conducting a management
buyout of the Company under the terms of which the Company ceases
to be a public company may claim that such buyout is a Change in
Control under this Plan for purposes of accelerating such
Employee’s vesting under this Plan.
	 
	1.13	 	“Cause” means:




	 	(i)	 	any material misappropriation of funds or
property of the Company or its affiliate by the Employee;
	 
	 	(ii)	 	unreasonable and persistent neglect or refusal by
the Employee to perform his or her duties which is
demonstrably willful and deliberate on the Employee’s part,
which is committed in bad faith or without reasonable belief
that such breach is in the best interests of the Company and
which is not remedied in a reasonable period of time after
receipt of written notice from the Company specifying such
breach; or
	 
	 	(iii)	 	conviction of the Employee of a felony involving
moral turpitude.



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	 	 	Notwithstanding the foregoing, an Employee shall not be deemed to
have been terminated for Cause after a Change in Control unless and
until there shall have been delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than
three quarters of the entire membership of the Board at a meeting
of the Board (after reasonable notice to the Employee and an
opportunity for the Employee, together with his or her counsel, to
be heard before the Board), finding that, in the good faith opinion
of the Board, the Employee was guilty of conduct set forth above in
this definition and specifying the particulars thereof in detail.
	 
	1.14	 	“Good Reason” means the occurrence after a Change in Control of any of
the following circumstances without the Employee’s express written
consent, unless such circumstances are fully corrected prior to the date
of termination specified in the Notice of Termination given in respect
thereof:




	 	(i)	 	the assignment to the Employee of any duties
inconsistent in any respect with his or her position
(including status, offices, titles and reporting
requirements), authority or responsibilities immediately prior
to the Change in Control, or any other diminution in such
position, authority or responsibilities, (whether or not
occurring solely as a result of the Company becoming a
subsidiary or a division of another entity or ceasing to be a
publicly traded entity), excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in
bad faith and that is remedied by the Company or its affiliate
promptly after receipt of notice thereof given by the
Employee;
	 
	 	(ii)	 	a reduction by the Company or its affiliate in
the Employee’s compensation and/or other benefits or
perquisites as in effect on the date immediately prior to the
Change in Control;
	 
	 	(iii)	 	the relocation of the Employee’s office from the
location at which the Employee is principally employed
immediately prior to the date of the Change in Control to a
location 20 or more miles farther from the Employee’s
residence immediately prior to the Change in Control, or the
Company’s requiring the Employee to be based anywhere other
than the Company’s offices at such location, except for
required travel on the Company’s business to an extent
substantially consistent with the Employee’s business travel
obligations prior to the Change in Control;
	 
	 	(iv)	 	the failure by the Company or its affiliate to
pay to the Employee any portion of the Employee’s compensation
or to pay to the Employee any deferred compensation due under
any deferred compensation or similar program of the Company or
its affiliate within seven days of the date such payment is
due;
	 
	 	(v)	 	the failure by the Company or its affiliate to
continue in effect this Plan or any other compensation,
benefit or perquisite plan or policy in which the



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	 	 	 	Employee participated immediately prior to the Change in
Control, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan or policy) has been
made with respect to such plan or policy, or the failure by
the Company or its affiliate to continue the Employee’s
participation therein (or in such substitute or alternative
plan or policy), in each case, on a basis not materially less
favorable, both in terms of the amount of benefits provided
and the level of the Employee’s participation relative to
other participants, as existed at the time of the Change in
Control;
	 
	 	(vi)	 	(A) the failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree
to perform the Plan, as required by Section 8.3, or (B) if the
business of the Company for which the Employee’s services are
principally performed is sold at any time within 24 months
after a Change in Control, the purchaser shall fail to provide
the Employee with the same or a comparable position, duties,
salary, bonus, benefits and perquisites as provided to the
Employee by the Company immediately prior to the Change in
Control;
	 
	 	(vii)	 	any refusal by the Company (or its affiliate) to
continue to allow the Employee to attend to matters or engage
in activities not directly related to the business of the
Company that, prior to the Change in Control, the Employee was
permitted to attend to or engage in; or
	 
	 	(viii)	 	any purported termination of the Employee’s employment by
the Company that is not effected pursuant to a Notice of
Termination satisfying the requirements of the Plan.




	 	 	For purposes of this definition, and notwithstanding any provision
of the Plan to the contrary, any good faith determination of “Good
Reason” made by the Employee shall be conclusive.
	 
	 	 	An Employee’s continued employment shall not constitute consent to,
or a waiver of rights with respect to, any circumstance
constituting Good Reason hereunder.
	 
	1.15	 	“Notice of Termination” means a written notice that (i) indicates the
specific termination provision in the Plan relied upon, and (ii) to the
extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s
employment under the provision so indicated. The failure by the Employee
or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall
not waive any right of the Employee or the Company hereunder or preclude
the Employee or the Company from asserting such fact or circumstance in
enforcing the Employee’s or the Company’s rights hereunder.
	 
	1.16	 	“Independent Fiduciary” means the person or persons designated as such in
Section 6.8 of the Plan.



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	1.17	 	“Rabbi Trust” means a trust or sub-trust established pursuant to Section
4.4 of the Plan.



ARTICLE TWO


Purpose of Plan



	2.1	 	The purpose of this Plan is to provide supplemental retirement benefits
on an unfunded basis to certain highly compensated employees.




ARTICLE THREE


Eligibility and Vesting



	3.1	 	All Employees shall be eligible to participate in this Plan. The Benefit
Plans Committee has full discretionary authority to add or delete
individuals from participation in this Plan by amending Appendix A, B or
C. If an individual’s name is removed from Appendix A, B or C, such
individual shall have no rights to benefits under this Plan except for
those benefits that have vested as of the date of removal or that will
vest in the future, including benefits that will vest pursuant to the last
paragraph of Section 4.2.
	 
	 	 	Plan benefits that a participant has accrued through December 31,
2002 shall vest pursuant to the same vesting schedule and vesting
terms and conditions as are in effect from time to time under the
Funded Plan. An individual who is a Plan participant as of
December 31, 2002 shall not vest in any Plan benefit that is earned
after December 31, 2002 until the date that the participant attains
age 55 and is fully vested under the Funded Plan (i.e., the
participant completes 5 years of service under the Funded Plan).
Additionally, any individual who becomes a Plan participant on or
after January 1, 2003 shall not vest in any Plan benefit until the
date that the participant attains age 55 and is fully vested under
the Funded Plan. In applying these rules and for purposes of
calculating the Plan benefit that a participant has accrued through
December 31, 2002, in the event that a participant vests in the
benefit he has accrued as of December 31, 2002 but does not vest in
any further Plan benefit, the maximum Plan benefit payable to the
participant shall not exceed his benefit calculated under Article
Four as of December 31, 2002, taking into account service and
compensation through that date and not thereafter.



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ARTICLE FOUR


Benefits



	4.1	 	The Company shall pay the benefits due under this Plan commencing within
30 days of retirement, disability, death or any other event that entitles
an Employee or the Employee’s beneficiary to receive benefits under the
Funded Plan. Notwithstanding the foregoing, no benefits shall commence
prior to the date an Employee attains or would have attained Early
Retirement Age under the Funded Plan.
	 
	4.2	 	The benefit payable under this Plan is determined by (i) calculating the
Employee’s Monthly Benefit and (ii) subtracting from such monthly amount
the actual benefit to which the Employee is entitled under the Funded
Plan. For purposes of calculating the offset under subsection (ii), if the
Employee’s benefit is determined under Article VIA of the Funded Plan, it
shall be converted to an actuarially equivalent single life annuity,
determined as follows:




	 	•	 	For those Employees who retire directly from
active employment on or after their earliest Early Retirement
Date, the Employee’s benefit under the Funded Plan shall be
converted to a single life annuity payable immediately at the
Employee’s retirement date.
	 
	 	•	 	For deferred vested Employees, the Employee’s
benefit under the Funded Plan shall be converted to a single
life annuity payable at age 65.




	 	 	To the extent that the amount of an Employee’s monthly benefit
under the Funded Plan is increased or decreased (due, e.g., to a
change in the Code Section 401(a)(17) or 415 limits or otherwise),
the amount payable from this Plan shall increase or decrease
accordingly.
	 
	 	 	Notwithstanding the foregoing, an Employee’s monthly benefit
calculations under subsections (i) and (ii) above shall not take
into account any of his or her service with Army Times, Asbury
Park, Multimedia or their related businesses prior to the date that
the Employee transfers to the Company’s Corporate Payroll.
	 
	 	 	Except for those Employees who participated in the Central
Newspapers, Inc. Unfunded Supplemental Retirement Plan (the “CNI
SERP”), an Employee’s monthly benefit calculations under
subsections (i) and (ii) above shall not take into account any of
the Employee’s service or compensation earned before August 1, 2000
with Central Newspapers, Inc., or any entity that was a member of
such company’s controlled group before such date. For those
Employees who participated in the CNI SERP, the monthly benefit
calculations under subsections (i) or (ii) above shall not take
into account any of the Employee’s service or compensation prior to
January 1, 1994.



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	 	 	If an Employee leaves the Company’s Corporate Payroll, no further
benefits shall accrue under this Plan, provided that service within
the Company’s controlled group will count for purposes of
determining the vested portion of the benefit accrued to the date
an Employee leaves the Company’s Corporate Payroll.
	 
	4.3	 	The benefit payable under this Plan shall be payable in the same form as
the form in which benefits are payable to the Employee under the Funded
Plan, except that benefits under this Plan shall not be payable in the
form of a “lump sum” distribution. If no timely election is made, or a
timely election is not possible at the time benefits become payable (e.g.,
due to the death of a contingent annuitant or a change in marital status),
the benefit payable to a single Employee will be paid in the form of a
single life annuity and the benefit payable to a married Employee will be
paid in the form of a joint and 100 percent spousal survivor annuity. In
the case of a contingent annuitant annuity or any option other than a
life-only annuity, the amount of the benefit shall be actuarially reduced
to reflect that form of payment.
	 
	 	 	If an Employee’s benefit commences prior to his or her Normal
Retirement Date, the benefit from this Plan shall be reduced in the
same manner as provided for in the Funded Plan. If an Employee
dies after becoming vested but before the Employee’s benefit
commences, a spouse, if surviving, shall be entitled to receive a
monthly lifetime benefit equal to the benefit that would have been
received had the Employee terminated employment on his or her date
of death and retired on the first day of the month on or following
the later of the Employee’s date of death or the date that would
have been the Employee’s earliest Early Retirement Date, and
elected a 100 percent spousal survivor annuity, and then died.
	 
	 	 	Any actuarial adjustments required with respect to benefits payable
under this Plan shall be accomplished by reference to the actuarial
assumptions used in the Funded Plan.




		
	 	Effective as of January 1, 2002, the CNI SERP shall be merged into this
Plan and the CNI SERP shall have no independent existence apart from this
Plan. Any benefit paid under this Plan to an Employee who accrued a
benefit under the CNI SERP shall be in lieu of and in complete
satisfaction of any benefit under the CNI SERP. Notwithstanding any
provision in this Plan to the contrary, the following provisions apply to
an Employee who had accrued a benefit under the CNI SERP, but only with
respect to such benefit the Participant had accrued as of January 1, 2002
and disregarding all service and compensation earned after that date:




	 	•	 	The benefit that the Employee had accrued under the CNI SERP
as of January 1, 2002 shall be paid in the form of a lump sum
distribution or such other form that the Employee had elected under
the CNI SERP within the first 30 days of becoming eligible to
participate in such plan. Such distribution shall commence at the
time specified under the terms of the CNI SERP, provided that it
shall not commence before the Employee attains Early Retirement Age
under the Funded Plan. Such benefit shall offset any benefit
payable under this Plan.



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	 	•	 	In lieu of the death benefit described in Section 4.3 of this
Plan, an Employee shall be entitled to the death benefit provided in
Section 3.01 of the CNI SERP with respect to the benefit that the
Employee had accrued under the CNI SERP as of January 1, 2002. Such
benefit shall be calculated and paid consistent with the terms set
forth in the CNI SERP and the grandfathered CNI Plan provisions set
forth in the Funded Plan’s Appendix. Such benefit shall offset any
benefit payable under this Plan.




	4.4	 	The benefits payable under this Plan shall be paid by the Company each
year out of assets which at all times shall be subject to the claims of
the Company’s creditors. The Company may in its discretion establish a
Rabbi Trust in which to place assets from which such benefits are to be
paid on behalf of all or some Employees, as determined by the Committee in
its sole discretion, but neither the creation of such trust nor the
transfer of funds to such trust shall render such assets unavailable to
settle the claims of the Company’s creditors. Such Rabbi Trust may be a
sub-trust maintained as a separate account within a larger trust meeting
the requirements of this provision that is also used to pay benefits under
other Company-sponsored unfunded nonqualified plans.
	 
	 	 	Notwithstanding the establishment of a Rabbi Trust, the Company
intends this Plan to be unfunded for tax purposes and for purposes
of Title I of ERISA. In addition, despite the existence of this
Plan or an associated Rabbi Trust to pay promised benefits,
Employees have the status of general unsecured creditors of the
Company and the Plan constitutes a mere promise to make benefit
payments in the future.



ARTICLE FIVE


Change in Control Benefits



	5.1	 	If a Change in Control occurs, each Employee who is participating in the
Plan on the date of the Change in Control shall be entitled to continue
participating in the Plan following the Change in Control until he or she
ceases to be an Employee (without regard to the requirement in clause (3)
of Section 1.7 that an Employee be designated by the Committee) or the
Plan is terminated pursuant to Article Seven. Such an Employee may not be
deleted from participation in the Plan pursuant to Section 3.1 or any
other provision of the Plan. No new persons may be designated as eligible
to participate in the Plan on or after a Change in Control.
	 
	5.2	 	If a Change in Control occurs, each Employee who is participating in the
Plan on the date of the Change in Control shall vest in full in his or her
accrued benefit under the Plan, to the extent not already vested,
immediately upon the subsequent termination of the Employee’s employment
prior to the second anniversary of the Change in Control, unless such
termination is (i) because of the Employee’s death or disability (as
determined under the Company’s Long Term Disability Plan as in



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	 	 	effect immediately prior to the Change in Control), (ii) by the
Company or its affiliate for Cause, or (iii) by the Employee other
than for Good Reason. Benefits that vest on an accelerated basis
under this provision shall be paid at the time and in the form
provided under Sections 4.1 and 4.3 (subject to the provisions of
the Company’s Transitional Compensation Plan, to the extent
applicable).
	 
	5.3	 	Anything in the Plan to the contrary notwithstanding, if a Change in
Control occurs and if the Employee’s employment with the Company
terminated prior to the date on which the Change in Control occurs, and if
it is reasonably demonstrated by the Employee that such termination of
employment (i) was at the request of any third party participating in or
causing the Change in Control or (ii) otherwise arose in connection with,
in relation to, or in anticipation of a Change in Control, then the
Employee shall be entitled to such benefits under the Plan as though the
Employee had terminated his or her employment for Good Reason on the day
after the Change in Control.
	 
	5.4	 	Any termination by the Company, or by the Employee for Good Reason, shall
be communicated by Notice of Termination that meets the requirements of
Section 1.15.
	 
	5.5	 	If there is any dispute between the Company and an Employee (i) in the
event of any termination of the Employee’s employment by the Company, as
to whether such termination was for Cause, or (b) in the event of any
termination of employment by the Employee, as to whether Good Reason
existed, then, unless and until there is a final, nonappealable judgment
by a court of competent jurisdiction declaring that such termination by
the Company was for Cause or that the determination by the Employee of the
existence of Good Reason was not made in good faith, the Company shall
provide all benefits to the Employee that the Company would be required to
provide pursuant to the Plan as though such termination were by the
Company without Cause or by the Employee with Good Reason; provided,
however, that the Company shall not be required to pay to an Employee or
beneficiary any disputed amount except upon receipt of a written
undertaking by or on behalf of the Employee or beneficiary to repay all
such amounts to which the Employee or beneficiary is ultimately adjudged
by such court not to be entitled.
	 
	5.6	 	If, with respect to any alleged failure by the Company to comply with any
of the terms of this Plan following a Change in Control, other than any
alleged failure relating to a matter within the control of the Independent
Fiduciary and with respect to which the Company is acting pursuant to a
determination or direction of the Independent Fiduciary, an Employee or
beneficiary in good faith hires legal counsel or institutes any
negotiations or institutes or responds to legal action to assert or defend
the validity of, enforce his or her 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,
the Employee’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



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	 	 	after-tax payments to the Employee or beneficiary equal such fees
and disbursements.
	 
	5.7	 	If a Change in Control occurs, the Company shall make mandatory
contributions to a Rabbi Trust established pursuant to Section 4.4, to the
extent required by the provisions of such Rabbi Trust.



ARTICLE SIX


Administration



	6.1	 	This Plan shall be administered by the Committee which shall possess all
powers necessary to administer the Plan, including but not limited to the
sole discretion to interpret the Plan and to determine eligibility for
benefits, and the power to delegate its authority to one or more persons.
	 
	6.2	 	The Committee shall cause the benefits due each Employee from this Plan
to be paid by the Company and/or trustee accordingly.
	 
	6.3	 	The Committee shall inform each Employee of any elections which the
Employee may possess and shall record such choices along with such other
information as may be necessary to administer the Plan.
	 
	6.4	 	The decisions made by, and the actions taken by, the Committee in the
administration of this Plan shall be final and conclusive on all persons.
	 
	6.5	 	Notwithstanding the foregoing, 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, the Board and the Company:




	 	(i)	 	The Independent Fiduciary shall assume all powers
and responsibilities assigned to the Committee in the
foregoing provisions of this Article Six and any other
provisions of the Plan, including, without limitation, the
sole power and discretion to:
	 



	 	(A)	 	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;
	 
	 	(B)	 	adjudicate disputes and claims for
benefits;
	 
	 	(C)	 	adopt rules relating to the
administration of the Plan;
	 
	 	(D)	 	determine the amount, timing and form
of benefit payments;



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	 	(E)	 	direct the Company and the trustee of
the Rabbi Trust on matters relating to benefit payments;
	 
	 	(F)	 	engage actuaries, attorneys,
accountants and other professional advisors (whose fees
shall be paid by the Company), to assist it in
performing its responsibilities under the Plan; and
	 
	 	(G)	 	delegate to one or more persons
selected by it, including outside vendors,
responsibility for fulfilling some or all of its
responsibilities under the Plan.
	 



	 	(ii)	 	The Independent Fiduciary shall have the sole
power and discretion to (A) 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
(B) remove the trustee of the Rabbi Trust and appoint a
successor trustee in accordance with the terms of the trust
agreement.




	6.6	 	Notwithstanding any provision of the Plan to the contrary, following a
Change of Control:




	 	(i)	 	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 an Employee. Instead,
following a Change in Control, if an Employee 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)	 	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.




	6.7	 	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 Employees’ benefits as the Independent Fiduciary
may reasonably request.
	 
	6.8	 	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.



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	 	 	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 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 member or 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.
	 
	6.9	 	Except in the case of willful misconduct, no member of the Committee,
person acting as the Independent Fiduciary, or employee or director of the
Company shall be personally liable for any act done or omitted to be done
by such person in connection with the operation and administration of this
Plan. The Company shall indemnify, to the fullest extent permitted by
law, each member of the Committee, each person acting as the Independent
Fiduciary, and each employee and director 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.
	 
	6.10	 	The Committee shall maintain procedures with respect to the filing of
claims for benefits under the Plan, which shall provide for the following:




	 	(i)	 	Any Employee 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:



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	 	(A)	 	the specific reasons for the denial of the claim;
	 
	 	(B)	 	a reference to the specific
provisions of the Plan on which the denial is based;
	 
	 	(C)	 	any additional material or
information necessary to perfect the claim and an
explanation why such material or information is
necessary; and
	 
	 	(D)	 	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.




	 	(ii)	 	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.
	 
	 	(iii)	 	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



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	 	 	 	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.




	 	 	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.



ARTICLE SEVEN


Amendment and Termination



	7.1	 	While the Company intends to maintain this Plan for as long as necessary,
the Board, or a committee of the Board acting on its behalf, reserves the
right to amend and/or terminate it at any time for whatever reasons it may
deem appropriate.
	 
	7.2	 	Notwithstanding the preceding Section, however, the Company hereby makes
a contractual commitment to pay the benefits accrued under this Plan.



ARTICLE EIGHT


Miscellaneous



	8.1	 	Nothing contained in this Plan shall be construed as a contract of
employment between the Company and an Employee, or as a right of any
Employee to be continued in the employment of the Company, or as a
limitation of the right of the Company to discharge any of its Employees,
with or without cause.
	 
	8.2	 	An Employee’s rights to benefit payments under the Plan are not subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the
Employee or the Employee’s beneficiary or contingent annuitant.



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	8.3	 	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.
	 
	8.4	 	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.




 

 


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APPENDIX A

List of Participants



	 	 	 
	Name	 	
Date Participant Commenced

Participating in the Plan




 

 

 

 


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APPENDIX B


List of Participants



	 	 	 
	Name	 	
Date Participant Commenced

Participating in the Plan




 

 

 

 


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APPENDIX C


List of Participants



	 	 	 
	Name	 	
Date Participant Commenced

Participating in the Plan




 

 

 

 

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Exhibit A



Benefit Formula for Certain CNI Employees



     For an Employee who formerly participated in the CNI Plan and whose
benefit under the Funded Plan is calculated using a grandfathered CNI Plan
pension formula set forth in the Appendix to the Funded Plan, “Monthly Benefit”
shall equal:



		
	 	the Company-provided monthly benefit that such Participant is entitled to
receive under the provisions of the Funded Plan in effect with respect to
that Participant on the date of his termination of employment (assuming
his benefit payments under the Funded Plan are determined without regard
to the limitations contained in Section 401(a)(17) and Section 415 of the
Code and, after January 1, 2002, taking into account salary and bonuses
the Employee defers under the Gannett Co., Inc. Deferred Compensation
Plan) and based solely on his creditable service on and after the January
1, 1994.



     When calculating the Funded Plan offset to the Employee’s Monthly Benefit
as set forth in subsection (ii) of Section 4.2, such offset shall equal:



		
	 	the Company-provided monthly benefit that such Participant is entitled to
receive under the provisions of the Funded Plan in effect with respect to
that Participant on the date of his termination of employment (assuming
his benefit payments under the Funded Plan commence on the date benefits
commence hereunder) and based solely on his creditable service on and
after the January 1, 1994.



     To the extent applicable, for purposes of calculating an Employee’s
Company-provided Monthly Benefit and the offset set forth above, the Employee
shall be deemed to have made the maximum voluntary non-deductible contributions
for periods after January 1, 1994 under the Funded Plan (determined without
regard to the limitations contained in Section 401(a)(17) and Section 415 of
the Code) for purposes of calculating the Employee’s Monthly Benefit) and to
have elected to receive as of the date his benefit payments commence a refund
of his deemed and actual voluntary non-deductible contributions for periods
after January 1, 1994 plus interest, thereby resulting in the cancellation of
his deemed and actual supplemental credits earned under the Funded Plan for
periods after January 1, 1994.



 

 


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