exv10w12



 




22nd March 2002



Exhibit 10-12


DATED: 22nd March 2002


GANNETT U.K. LIMITED


and


BARCLAYS BANK TRUST COMPANY LIMITED


TRUST DEED AND RULES


OF


THE GANNETT U.K. LIMITED


INLAND REVENUE APPROVED


SHARE INCENTIVE PLAN


Approved by a Board resolution on: 21 February 2002


Approved by the Inland Revenue on: 18 April 2002


Inland Revenue reference no: A1444/SY


Prepared by Landwell

on behalf of PricewaterhouseCoopers


Landwell

St Andrews House

20 St Andrews Street

London

EC4A 3TL


Tel: 020 7212 1616

Fax: 020 7212 1570


 







 



Reference: NR/PS/5045









































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CONTENTS



Trust Deed

Clause




	 	 	 
	1.	 	
Interpretation
	2.	 	
Object of Trust
	3.	 	
Achieving Object of Trust
	3.1	 	
Monies received from Participating Companies
	3.2	 	
Partnership Share Monies
	3.3	 	
Dividend Shares
	4.	 	
Unused Funds
	4.1	 	
Trustee to apply unused funds for costs etc
	4.2	 	
Trustee to account for monies upon termination of Plan
	5.	 	
Right to deal with reconstructions, etc
	5.1	 	
Trustee to act on Participant’s directions
	5.2	 	
Trustee to use reasonable endeavours to obtain directions
	5.3	 	
No liability for acting on directions
	6.	 	
Accountability for PAYE and other deductions
	7.	 	
Maintenance of Trust records
	7.1	 	
Trustee to procure preparation of Trust records
	7.2	 	
Trustee to submit Trust records to Company
	7.3	 	
Company’s right to inspect Trust records
	8.	 	
Securities and title
	8.1	 	
Securities may be placed in custody
	8.2	 	
More than one Trustee may be registered proprietor
	9.	 	
Application of Plan to Subsidiaries
	9.1	 	
Extension of Plan to Subsidiaries
	9.2	 	
Circumstances where Plan may cease to apply to Subsidiary
	9.3	 	
Trustee not liable to account to former Participating Companies
	10.	 	
Duties of Participating Companies
	10.1	 	
Duty to contribute sums and provide information
	10.2	 	
Continuing liability of former Participating Companies



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	11.	 	
Protection of the Trustee
	11.1	 	
Limited liability for monetary obligations
	11.2	 	
Trustee to comply with Company’s directions
	11.3	 	
Indemnity
	11.4	 	
No obligation to become involved in management
	12.	 	
Additional Powers
	12.1	 	
Additional powers of the Trustee
	12.2	 	
Trustee’s power to invest monies etc
	12.3	 	
Trustee’s power of sale
	13.	 	
Proceedings of Trustees
	13.1	 	
Scope of clause
	13.2	 	
Regulations for conduct of business
	13.3	 	
Quorum for meetings of Trustees
	13.4	 	
Majority voting of Trustees
	13.5	 	
Written resolutions of Trustees
	14.	 	
Administration
	14.1	 	
Delegation
	14.2	 	
Trustee being a company
	14.3	 	
Minutes of meetings
	14.4	 	
Professional advice
	14.5	 	
Trustee’s agents
	14.6	 	
Trustee may execute deeds etc
	15.	 	
Remuneration and interests of the Trustees
	15.1	 	
Individual Trustees
	15.2	 	
Professional Trustees
	15.3	 	
Corporate Trustees
	15.4	 	
Right to be employed by Company
	16.	 	
Permitted dealings of Trustees
	16.1	 	
Trustee permitted to hold shares etc
	16.2	 	
No requirement to account for benefits
	17.	 	
Number, appointment, retirement and removal of Trustees
	17.1	 	
Minimum number of Trustees
	17.2	 	
Statutory power to appoint new and additional Trustees



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	17.3	 	
Power to appoint additional Trustees
	17.4	 	
Company ceasing to exist
	17.5	 	
Removal of Trustees
	17.6	 	
Retirement of Trustees
	17.7	 	
Transfer of trust property following removal or retirement of Trustees
	17.8	 	
Section 37 of the Trustee Act 1925
	17.9	 	
Residence of Trustees
	18.	 	
Delegation of Administration by the Company and other matters
	18.1	 	
Delegation of Administration
	18.2	 	
Exercise of powers
	18.3	 	
Information supplied by Participating Company
	19.	 	
Duration and Winding up of the Plan
	19.1	 	
Termination on expiry of the Trust Period
	19.2	 	
Outstanding liabilities
	19.3	 	
Completion of obligations
	20.	 	
Supremacy of Trust Deed over rules of Plan
	21.	 	
Governing Law and Jurisdiction
	21.1	 	
Governing Law
	21.2	 	
Jurisdiction
	21.3	 	
Jurisdiction agreement for benefit of Company
	21.4	 	
Participant deemed to submit to such jurisdiction
	22.	 	
Amendment of Trust Deed and Rules
	22.1	 	
Amendment of Deed and Rules
	22.2	 	
Amendments to be binding
	23.	 	
General Provisions
	23.1	 	
Counterparts
	23.2	 	
Irrevocability



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Schedule 1

Rules of the Gannett U.K. Limited

Inland Revenue approved Share Incentive Plan


Rule




	 	 	 
	
Interpretation
	2	 	
Purpose of the Plan
	3	 	
Participation on same terms
	
PART I – FREE SHARES
	4	 	
Issue of Invitations

	4.1	 	
Discretion of Executive Compensation Committee
	4.2	 	
Limit on individual participation
	4.3	 	
Contents of Free Shares Invitations
	4.4	 	
Free Shares Agreement and Free Shares Invitations
	4.5	 	
Election to participate in any Award of Free Shares
	5	 	
Allocation of free shares by reference to performance
	5.1	 	
Free Shares may be allocated by reference to performance
	5.2	 	
Performance Allowances to apply to all
	5.3	 	
Executive Compensation Committee to provide information
	5.4	 	
Use of Method 1 or Method 2
	5.5	 	
Performance Allowances: method 1
	5.6	 	
Performance Allowances: method 2
	5.7	 	
Same terms basis for Free Shares Awards
	6	 	
Performance Targets
	6.1	 	
Imposition of Performance Targets
	6.2	 	
Nature of Performance Targets
	6.3	 	
Membership of Performance Unit
	6.4	 	
Substitution, variation or waiver of Performance Targets
	7	 	
Appropriation of Free Shares
	7.1	 	
Provision of information by the Company to the Trustees
	7.2	 	
Appropriation
	7.3	 	
Notification of Appropriation to Participants
	8	 	
Restrictions on Dealings in, and permitted transfers of Free Shares
	8.1	 	
Restrictions on disposals by Participants



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	8.2	 	
Restrictions on disposals by the Trustee
	8.3	 	
Transfer of Free Shares after the Free Shares Holding Period
	9	 	
Cessation of Relevant Employment and early transfer of Free Shares
	9.1	 	
Trustee to be notified of cessation of Relevant Employment
	9.2	 	
Early transfer of Free Shares
	9.3	 	
Forfeiture of Free Shares
	9.4	 	
Injury, disability, redundancy, retirement etc
	9.5	 	
Death
	
PART II - PARTNERSHIP SHARES
	10	 	
Partnership Shares Invitations
	10.1	 	
Issue of Partnership Shares Invitations
	10.2	 	
Timing of Partnership Shares Invitations
	10.3	 	
Contents of Partnership Shares Invitations
	10.4	 	
Partnership Shares Agreement and Partnership Shares Invitations
	10.5	 	
Contents of Partnership Shares Agreement
	10.6	 	
Partnership Shares Agreement may be withdrawn
	10.7	 	
Excess salary deductions
	10.8	 	
Scaling down
	10.9	 	
Partnership Share Money held for Eligible Employee
	10.10	 	
Interest on Partnership Share Money
	11	 	
Instructions given during Accumulation Period
	11.1	 	
Variation of salary deductions and intervals
	11.2	 	
Notice to suspend salary deductions
	11.3	 	
Notice to terminate Partnership Shares Agreement
	11.4	 	
Company to give effect to notices
	11.5	 	
Partnership Shares Agreement to apply to new holding
	12	 	
Acquisition of Partnership Shares
	12.1	 	
Acquisition of Shares by Trustees (no Accumulation Period)
	12.2	 	
Acquisition of Shares by Trustees (with Accumulation Period)
	12.3	 	
Notification of acquisition to Participants
	12.4	 	
Salary deductions not invested in Partnership Shares
	13	 	
Transfer of Partnership Shares by Participant



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	13.1	 	
Participants may request transfer of Partnership Shares
	13.2	 	
Trustee to comply with request
	14	 	
Cessation of Relevant Employment
	14.1	 	
Cessation of Relevant Employment prior to the Partnership Shares Acquisition Date
	14.2	 	
Trustee to be notified of cessation of Relevant Employment following the Partnership Shares Acquisition Date.
	14.3	 	
Transfer of Partnership Shares on cessation of Relevant Employment
	
PART III – MATCHING SHARES
	15	 	
Notification of Matching Shares
	15.1	 	
Relationship to Partnership Shares
	15.2	 	
Additional contents of Partnership Shares Agreement
	16	 	
Appropriation of Matching Shares
	16.1	 	
Provision of information by the Company to Trustee
	16.2	 	
Appropriation of Matching Shares
	16.3	 	
Notification of Appropriation to Participants
	17	 	
Restrictions on dealings in, and permitted transfers of Matching Shares
	18	 	
Cessation of Relevant Employment and early withdrawal of Partnership Shares
	18.1	 	
Trustee to be notified of cessation of Relevant Employment
	18.2	 	
Early withdrawal of Partnership Shares
	18.3	 	
Early transfer of Matching Shares
	18.4	 	
Forfeiture of Matching Shares
	18.5	 	
Injury, disability, redundancy, retirement etc
	18.6	 	
Death
	
PART IV - DIVIDEND SHARES
	19	 	
Provision of Dividend Shares
	19.1	 	
Relationship to Plan Shares
	19.2	 	
Direction revocable
	19.3	 	
Dividend not invested in Dividend Shares
	19.4	 	
Timing of acquisition of Dividend Shares
	19.5	 	
Participants to be treated equally



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	20	 	
Amount and type of Dividend Shares
	20.1	 	
Type of Shares to be used as Dividend Shares
	20.2	 	
Calculation of number of Dividend Shares
	20.3	 	
Dividend amounts carried forward
	20.4	 	
Circumstances for payment of cash dividends
	21	 	
Notification of acquisition of Dividend Shares
	22	 	
Restrictions on dealings in and permitted transfers of Dividend Shares
	23	 	
Cessation of Relevant Employment
	23.1	 	
Trustee to be notified of cessation of Relevant Employment
	23.2	 	
Early transfer of Dividend Shares (except on death)
	23.3	 	
Early transfer of Dividend Shares (on death)
	23.4	 	
Information to be given to the Participant
	
PART V – GENERAL REQUIREMENTS
	24	 	
Requirements generally applicable to Plan Shares
	24.1	 	
Participants may elect not to participate
	24.2	 	
Individuals eligible for Appropriation
	24.3	 	
Shares not Appropriated or forfeited
	24.4	 	
Shares ceasing to qualify
	24.5	 	
Death of Participant
	24.6	 	
Funds to be provided by Participating Companies
	24.7	 	
Shares purchased off market by the Trustee
	24.8	 	
Subscription price
	24.9	 	
Rights attaching to subscribed Shares
	24.10	 	
Shares with different rights
	24.11	 	
Foreign Dividends
	24.12	 	
Timing of contributions to Trustee
	25	 	
Limit on number of Shares available under the Plan
	25.1	 	
General
	25.2	 	
Limits
	25.3	 	
Computation
	26	 	
Limit on funding of Plan
	27	 	
Permitted dealings in Plan Shares



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	28	 	
Receipts by the Trustee
	29	 	
Exercise of voting rights attaching to Plan Shares
	29.1	 	
Trustee to notify Participants of resolutions
	29.2	 	
Participant to instruct Trustee how to vote
	29.3	 	
Notification of Participants’ directions to Trustee to be in writing
	30	 	
Company reconstructions
	30.1	 	
New holdings of Shares
	30.2	 	
Meaning of “new holding”
	31	 	
Rights Issues
	31.1	 	
Application of rule
	31.2	 	
Trustee to provide information to Participants
	31.3	 	
Participants to give written directions to Trustee
	31.4	 	
Cash amounts arising to be dealt with by Trustee
	31.5	 	
Failure by Participant to give any direction
	32	 	
Duty to account for PAYE on cash amounts
	32.1	 	
Trustee to make payments
	32.2	 	
Trustee to deal with PAYE deductions
	33	 	
Duty to account for PAYE on transfers of assets
	33.1	 	
Trustee to make PAYE deductions
	33.2	 	
Trustee to deal with PAYE deductions
	33.3	 	
Duty to keep records of PAYE deductions
	34	 	
Apportionment of Capital Receipts
	34.1	 	
Treatment of Capital Receipts
	34.2	 	
Trustee to inform Participants
	35	 	
Termination of Plan
	35.1	 	
Company may terminate Plan
	35.2	 	
Consequences of termination of Plan
	35.3	 	
Inland Revenue withdrawal of Plan approval
	36	 	
Shares from Qualifying Share Ownership Trusts
	37	 	
Notices
	37.1	 	
Notice by Company, a Participating Company or the Trustee
	37.2	 	
Deceased Participant
	37.3	 	
Notice to Company or Trustee



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	37.4	 	
Trustee to distribute Company documentation
	37.5	 	
Notification of liability to Income Tax
	38	 	
Fractional entitlements
	39	 	
Protection of the Trustee
	40	 	
Application for listing or admission to trading of Plan Shares
	41	 	
Relationship of Plan to contract of employment
	42	 	
Alterations



(11)






 



THIS DEED of TRUST is made on 22nd March 2002


BETWEEN:



	(1)	 	Gannett U.K. Limited (incorporated in England and Wales under company
number 3795655) whose registered office is situated at Newspaper House,
34-44 London Road, Morden, Surrey SM4 5BR (“the Company”);
	 
	(2)	 	Barclays Bank Trust Company Limited (incorporated in England and Wales
under company number 920880) whose registered office is situated at 54
Lombard Street, London EC3P 3AH (“the Trustee”); and
	 
	(3)	 	the Participating Companies detailed in attached Schedule 2.



PRELIMINARY:



	(A)	 	The Executive Compensation Committee and the Company wish to establish a
share incentive plan approved in accordance with the provisions of
Schedule 8 and constituting an Employees’ Share Scheme. The Executive
Compensation Committee or its delegates will administer the Plan.
	 
	(B)	 	The Plan has been approved by the Board of Directors of Gannett Co., Inc.
by a resolution passed at a meeting held on 21 February 2002.
	 
	(C)	 	The Trustee has agreed to act as the first trustee of the Plan.
	 
	(D)	 	The Trustee has received the sum of £50 from the Company as an initial
contribution to the trusts established by this Trust Deed.



(12)






 






THE TRUST DEED WITNESSES as follows:




	 	 	 
	1	 	
INTERPRETATION






	 	 	 
	 	 	
In this Trust Deed:
 
	1.1	 	
unless the context otherwise requires the definitions set out in Rule 1.1
of Schedule 1 shall apply and the following words and expressions shall
have the following meanings:






	 	 	 
	Beneficiary	 	
a bona fide employee or former employee of the
Company, or a Subsidiary company;
 
	Charitable	 	
exclusively charitable under English law;
 
	Executive Compensation

Committee	 	
The Executive Compensation Committee of
Gannett Co., Inc. or a committee of persons
(delegates) appointed thereby;
 
	Trust Deed	 	
this trust deed in its present form or as
amended from time to time;
 
	Trust Period	 	
the period commencing on the date of this
Trust Deed and ending on the expiry of 80
years from the date of this Trust Deed and so
that the period of 80 years from the date of
this Trust Deed shall be the perpetuity period
for the purpose of section 1 of the
Perpetuities and Accumulations Act 1964; and
 
	Trustee	 	
Barclays Bank Trust Company Limited and any
additional or replacement trustee from time to
time of the Plan.





	 	 	 
	1.2	 	
Unless otherwise specified, the interpretation provisions of Rule 1.2 of
Schedule 1 shall apply.
 
	1.3	 	
References to clauses are to clauses of this Trust Deed.



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	2	 	
OBJECT OF TRUST





	 	 	 
		 	
All Plan Shares held by the Trustee will be held UPON TRUST for the
Beneficiaries respectively entitled to them under the Plan subject to
the provisions set out below and to the power of the Trustee to transfer
or cause to be transferred to the person beneficially entitled to them
any Plan Shares in accordance with the Plan.




	 	 	 
	3	 	
ACHIEVING OBJECT OF TRUST





	 	 	 
	3.1	 	
Monies received from Participating Companies
 
	 	 	
Subject to the provisions set out below the Trustee shall apply monies it
receives from the Participating Companies in the acquisition of Shares
for Appropriation or for the purposes of clause 4.1 and to hold such
Shares once Appropriated and all other trust property deriving from such
Shares on trust for the Participants to whom such Shares have been
Appropriated and to apply and deal with the same in accordance with the
Plan provided always that:





	 	 	 
	3.1.1	 	
the Trustee shall not dispose of a Participant’s Free Shares during the
Free Shares Holding Period, or Matching Shares during the Matching Shares
Holding Period (whether by transfer to the Participant or otherwise)
except as provided in the Rules;
 
	3.1.2	 	
the Trustee shall not (subject to the Rules) dispose of a Participant’s
Free Shares after the end of the Free Shares Holding Period or Matching
Shares after the end of the Matching Shares Holding Period except pursuant
to a direction validly given by or on behalf of the Participant or any
person in whom the beneficial interest in those Shares is for the time
being vested; and
 
	3.1.3	 	
the Trustee shall deal with any right attaching to Free Shares or
Matching Shares to be allotted or to acquire other shares, securities or
rights of any description only pursuant to a written direction given by or
on behalf of the Participant or any person in whom the beneficial interest
in such Free Shares or Matching Shares is for the time being vested.





	 	 	 
	3.2	 	
Partnership Share Monies
 
	 	 	
Subject to the provisions set out below the Trustee shall apply
Partnership Share Money in the acquisition of Partnership Shares and
shall hold such shares once acquired on trust for the Participants on
whose respective behalf they have been acquired and apply and deal with
the same in accordance with the Plan provided always that:



(14)






 




	 	 	 
	3.2.1	 	
the Trustee shall not (subject to the Rules) dispose of a Participant’s
Partnership Shares (whether by transfer to the Participant or otherwise)
except pursuant to a direction validly given by or on behalf of the
Participant or any person in whom the beneficial interest in the Shares is
for the time being vested; and
 
	3.2.2	 	
the Trustee shall deal with any right attaching to Partnership Shares to
acquire other shares, securities or rights of any description only
pursuant to a written direction given by or on behalf of the Participant
or any person in whom the beneficial interest in the Partnership Shares is
for the time being vested.




	 	 	 
	3.3	 	
Dividend Shares
 
	 	 	
Subject to the provisions set out below the Trustee shall hold Dividend
Shares acquired on trust for the Participants on whose respective behalf
they have been acquired and apply and deal with the same in accordance
with the Plan provided always that:





	 	 	 
	3.3.1	 	
the Trustee shall not dispose of a Participant’s Dividend Shares during
the Dividend Shares Holding Period (whether by transfer to the Participant
or otherwise) except as provided by the Rules;
 
	3.3.2	 	
the Trustee shall not (subject to the Rules) dispose of a Participant’s
Dividend Shares (whether by transfer to the Participant or otherwise)
except pursuant to a direction validly given by or on behalf of the
Participant or any person in whom the beneficial interest in those Shares
is for the time being vested; and
 
	3.3.3	 	
the Trustee shall deal with any right attaching to Dividend Shares to
acquire other shares, securities or rights of any description only
pursuant to a written direction given by or on behalf of the Participant
or any person in whom the beneficial interest in the Dividend Shares is
for the time being vested.
 
	4	 	
UNUSED FUNDS




	 	 	 
	4.1	 	
Trustee to apply unused funds for costs etc
 
	 	 	
Where pursuant to the Plan the Trustee holds any monies, shares,
securities or other assets which represent or represent income derived
from:




	 	 	 
	4.1.1	 	
any monies or assets received from the Participating Companies for the
purposes of the Plan but which have not been applied and which are not
required to be applied under the Plan in an Appropriation; or
 



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	4.1.2	 	
any Capital Receipt of less than £3 which would be distributable to a
Participant save for the provisions concerning such sums in the Rules; and
 
	4.1.3	 	
any assets relating to the Plan (including any amounts specifically paid
to the Trustee as a contribution to any costs, charges and expenses
incurred in connection with the establishment and operation of the Plan)
which are not held for the benefit of a Participant in consequence of an
Appropriation to him or any acquisition of Partnership Shares by him and
which are not required to be applied under the Plan




	 	 	 
	 	 	
then the Trustee may apply such assets or the sale proceeds thereof in or
towards any reasonable costs, charges and expenses of the Plan and may
during the Trust Period and subject to the law relating to accumulations
accumulate any income thereon and hold the same for the general purposes
of the Plan. The Trustee shall notify the Company on request of all
amounts and assets held for such purposes.
 
	4.2	 	
Trustee to account for monies upon termination of Plan
 
	 	 	
If at any time the Plan is terminated the Trustee shall account to the
Participating Companies for any unused monies then held on the trusts of
clause 4.1. Notwithstanding such termination the Trustee shall continue
to administer the Plan in accordance with the Trust Deed and the Rules.
At the earlier of the expiry of the Trust Period and the third
anniversary of the termination of the Plan the Trustee shall convert into
money any trust property held subject to the trusts of the Plan declared
in the Trust Deed and which are not either Partnership Shares or Dividend
Shares nor Appropriated to Participants and shall pay such money to such
one or more charitable organisations and if more than one in such
proportions as the Trustee shall, in its absolute discretion determine.
The receipt of the proper officer of the recipient charitable
organisation shall be a valid discharge of the Trustee for the benefit
received by it.




	 	 	 
	5	 	
RIGHT TO DEAL WITH RECONSTRUCTIONS, ETC




	 	 	 
	5.1	 	
Trustee to act on Participant’s directions
 
	 	 	
The Trustee may at any time on behalf of any Participant who has given
a direction to the Trustee under the Rules (but not otherwise) enter
into any compromise or arrangement with respect to or may release or
forbear to exercise all or any of its rights as shareholder whether in
connection with a scheme of reconstruction or amalgamation or
otherwise and may accept in or towards satisfaction of all or any of
such rights such consideration as such Participant shall direct
whether in the form of cash, stock, shares, debentures, debenture
stock or obligations or securities without the Trustee being in any
way liable or responsible for any loss resulting from complying with
any such direction or any liability or increased liability of such
Participant to tax or in respect of any inadequacy or alleged
inadequacy in the nature or amount of such consideration.



(16)






 




	 	 	 
	5.2	 	
Trustee to use reasonable endeavours to obtain directions
 
	 	 	
The Trustee shall use reasonable endeavours to ensure that the directions
of Participants are obtained in respect of any matters affecting the
rights of holders of Plan Shares.
 
	5.3	 	
No liability for acting on directions
 
	 	 	
The Trustee shall not be liable or responsible for any loss or any
liability or increased liability of a Participant to tax arising out of
the failure of such Participant to give a direction to the Trustee or the
failure of such Participant to give a direction to the Trustee within a
particular time or if the Participant has directed the Trustee to use its
discretion in any way arising out of the bona fide exercise by the
Trustee of that discretion.




	 	 	 
	6	 	
ACCOUNTABILITY FOR PAYE AND OTHER DEDUCTIONS




		
	 	The Company, any Participating Company or the Trustee may account to the
Inland Revenue or other authority concerned for any amounts deducted from
payments made, or assets transferred, pursuant to the Plan in respect of
income tax or any other deductions required by statute or regulations
made thereunder.




	 	 	 
	7	 	
MAINTENANCE OF TRUST RECORDS




	 	 	 
	7.1	 	
Trustee to procure preparation of Trust records
 
	 	 	
The Trustee shall maintain all necessary accounts (including the accounts
of individual employees) records and other documents necessary to carry
out its obligations in connection with;:




	 	 	 
	7.1.1	 	
the proper administration of the Plan; and
 
	7.1.2	 	
the PAYE obligations of the employer company (as that expression is
defined in paragraph 95 of Schedule 8) so far as they relate to the Plan.




	 	 	 
	7.2	 	
Duty to keep records of PAYE deductions
 
	 	 	
The Trustee shall keep records of all PAYE deductions, including payments
to the Participating Companies in respect of PAYE obligations.



(17)






 




	 	 	 
	7.3	 	
Trustee to submit Trust records to Company
 
	 	 	
The Trustee shall submit to the Company such reports or other information
as it may reasonably require for the purpose of ensuring that the Plan is
properly administered and without prejudice to the generality of the
foregoing the Trustee shall submit to the Company copies of all documents
including the annual returns which have been supplied to the Board of
Inland Revenue within twenty-one days of their being so supplied.
 
	7.4	 	
Company’s right to inspect Trust records
 
	 	 	
The Company shall at all times be entitled on service of 3 days written
notice or as otherwise agreed between the Company and the Trustee to
inspect all accounts, documents and records maintained by the Trustee for
the purposes of the Plan and may at any time and at its absolute
discretion audit or cause to be audited those accounts, documents and
records.




	 	 	 
	8	 	
SECURITIES AND TITLE 




	 	 	 
	8.1	 	
Securities may be placed in custody
 
	 	 	
The Trustee may place the documents of title for the time being in its
possession in any bank or safe deposit and shall not be responsible for
any losses incurred by so doing.
 
	8.2	 	
More than one Trustee may be registered proprietor
 
	 	 	
At any time when there is more than one Trustee, the Trustee shall be
entitled to procure that any one or more of them may be registered as
proprietor of any property held by them upon the trusts of the Trust
Deed.




	 	 	 
	9	 	
APPLICATION OF PLAN TO SUBSIDIARIES




	 	 	 
	9.1	 	
Extension of Plan to Subsidiaries
 
	 	 	
The Plan may with the consent of the Company be extended to any
Subsidiary by a deed of adherence in a form approved by the
Executive Compensation Committee executed by that Subsidiary and the
Company.
 
	9.2	 	
Circumstances where Plan may cease to apply to Subsidiary
 
	 	 	
The Plan shall cease to extend to a Participating Company (other
than the Company) when:




	 	 	 
	9.2.1	 	
such Participating Company ceases to be a Subsidiary; or



(18)






 




	 	 	 
	9.2.2	 	
a notice is served by the Company upon the Trustee and the Participating
Company that the Plan shall cease to apply to that Participating Company;
or
 
	9.2.3	 	
a Participating Company withdraws from the Plan on such conditions as

may be agreed by the Company




		
	 	but such cessation shall not affect the subsisting rights of
Beneficiaries under the Plan which have arisen under the Plan prior to
such cessation.




	 	 	 
	9.3	 	
Trustee not liable to account to former Participating Companies
 
	 	 	
Where the Plan ceases to extend to a Participating Company in accordance
with clause 9.2 then the Trustee shall not be liable to account to such
Participating Company for any unused monies then held on the trusts of
clause 4.1.




	 	 	 
	10	 	
DUTIES OF PARTICIPATING COMPANIES




	 	 	 
	10.1	 	
Duty to contribute sums and provide information
 
	 	 	
If and so long as any company is a Participating Company it shall:




	 	 	 
	10.1.1	 	
contribute and pay to the Trustee such sums as are required by the
Trustee to purchase or subscribe for Shares to be Appropriated to
Participants of that Participating Company together with a fair proportion
of the sums required to meet:




	 	 	 
	10.1.1.1	 	
the reasonable expenses of the Trustee in operating and
administering the Plan; and
 
	10.1.1.2	 	
any remuneration payable to the Trustee




	 	 	 
	 	 	
to the extent that such expenses and remuneration cannot be met
out of such of the assets held by the Trustee as are applicable
for that purpose
 
	10.1.2	 	
provide the Trustee with all information reasonably required from it for
the purposes of the administration and operation of the Plan in such form
as the Trustee may reasonably require.





	 	 	 
	10.2	 	
Continuing liability of former Participating Companies
 
	 	 	
Any company that ceases to be a Participating Company shall remain liable
to meet its fair proportion of the expenses of the Trustee.



(19)






 




	 	 	 
	11	 	
PROTECTION OF THE TRUSTEE





	 	 	 
	11.1	 	
Limited liability for monetary obligations
 
	 	 	
The Trustee shall not be liable to satisfy any monetary obligations under
the Plan (including but without prejudice to the generality of the
foregoing any monetary obligations to Eligible Employees) beyond the sums
of money (including income) from time to time in its hands or under its
control as Trustee of the Plan and properly applicable for that purpose.
 
	11.2	 	
Trustee to comply with Company’s directions
 
	 	 	
The Trustee shall comply with any directions given by the Company
(including for the avoidance of doubt any person to whom any delegation
under clause 18.1 has been made) under the Rules and shall not be under
any liability in respect of such compliance to the Company (or such other
person under clause 18.1) or to any Eligible Employee.
 
	11.3	 	
Indemnity
 
	 	 	
Subject to any agreement to the contrary between the Company or any
Participating Company and the Trustee, the Company, shall pay to or
reimburse the Trustee all expenses properly incurred by it in connection
with the Trust and shall fully indemnify the Trustee against all actions,
claims, losses, demands, proceedings, charges, expenses, costs, damages,
taxes, duties and other liabilities incurred by it in connection with the
Trust or in connection with the proper administration and operation of
the Plan provided that a Trustee shall not be paid, reimbursed or
indemnified in respect of:




	 	 	 
	11.3.1	 	
any sum which can under clause 4.1 be recovered by the Trustee either
out of the assets held subject to the Plan or from other Participating
Companies; and
 
	11.3.2	 	
any fraud, wilful misconduct, or in the case of a Trustee receiving
remuneration for acting as a Trustee, negligence by it or any of its
officers or employees.




	 	 	 
	 	 	
   In addition, the Trustee shall have the benefit of all indemnities
conferred on trustees by the Trustee Act 1925 and generally by law.
 
	11.4	 	
No obligation to become involved in management
 
	 	 	
The Trustee shall not be under any obligation to:




	 	 	 
	11.4.1	 	
become a director or other officer, or interfere in the management or
affairs, of any company, any of the shares, debentures, debenture stock or
securities which are held on the trusts created by the Trust Deed or of
any company



(20)






 




	 	 	 
	 	 	
associated with any such company, notwithstanding that the Trustee
may have (whether directly or indirectly) a substantial holding
in, or control of, any such company; or
 
	11.4.2	 	
seek information about the affairs of any such company but may leave the
conduct of the affairs of any such company to its directors, officers or
other persons managing the company provided the Trustee has no actual
notice of any act of dishonesty on the part of such persons in connection
with the management of the company.




	 	 	 
	12	 	
ADDITIONAL POWERS




	 	 	 
	12.1	 	
Additional powers of the Trustee
 
	 	 	
In addition and without prejudice to the powers vested in it by the other
provisions of the Trust Deed and by law, the Trustee shall have the
following powers and discretions:





	 	 	 
	12.1.1	 	
to agree with the Company all matters relating to the operation and
administration of the trusts created by the Trust Deed and so that no
person claiming an interest under the Trust shall be entitled to question
the legality or correctness of any arrangement or agreement made between
the Company and the Trustee in relation to such operation and
administration;
 
	12.1.2	 	
from time to time in writing to authorise such other person or persons
whether or not a Trustee, as the Trustee shall think fit to draw and
endorse cheques and to give receipts and discharges for any monies or
other property payable transferable or deliverable to the Trustee and
every such receipt or discharge shall be as valid and effectual as if such
receipt or discharge was given by the Trustee and the production of a
written authority of the Trustee given under this clause shall be a
sufficient protection to any person taking any such receipt or discharge
and (unless that person shall have received express notice in writing of
the revocation of the authority) he shall be entitled to assume and act
upon the assumption that the authority remains unrevoked;
 
	12.1.3	 	
at any time, to borrow or raise money only for the purpose of
subscribing for or purchasing Shares or any other purpose for which money
may be applied under the Trust Deed. Any loan made by a Participating
Company to the Trustee shall be on such terms as the Participating Company
and the Trustee agree;
 
	12.1.4	 	
to make any payment to any Beneficiary into the Beneficiary’s bank
account and the Trustee shall be discharged from obtaining a receipt or
seeing the application of any such payment; and



(21)







 




	 	 	 
	12.1.5	 	
to pay any amount, whether income or capital, intended to be paid to, or
applied for the benefit generally of, any minor to his or her parent or
guardian, whose receipt shall be a valid discharge of the Trustee.




	 	 	 
	12.2	 	
Trustee’s power to invest monies etc
 
	 	 	
Subject to any provision to the contrary in the Rules the Trustee shall
in respect of monies or other assets not held on trust for a Participant
have the same full and unrestricted powers of investing and transposing
investments and laying out monies in all respects as if it were
absolutely entitled to them beneficially and without regard to any
requirement as to diversification.
 
	12.3	 	
Trustee’s power of sale
 
	 	 	
Subject to any provision to the contrary in the Rules the Trustee shall
in respect of any assets not held on trust for a Participant have all the
powers of sale of a beneficial owner in respect of such assets.




	 	 	 
	13	 	
PROCEEDINGS OF TRUSTEES




	 	 	 
	13.1	 	
Scope of clause
 
	 	 	
Unless a corporate trustee is the sole Trustee, the following provisions
of this clause 13 shall govern the proceedings of the Trustees.
 
	13.2	 	
Regulations for conduct of business
 
	 	 	
The Trustees shall meet together and, subject to the following provisions
of this clause 13, make such regulations for the conduct of their
business as they determine.
 
	13.3	 	
Quorum for meetings of Trustees
 
	 	 	
The quorum for any meeting of the Trustees shall be two. A meeting of the
Trustees at which a quorum is present shall be competent to exercise all
the powers and discretions exercisable by the Trustees generally.
 
	13.4	 	
Majority voting of Trustees
 
	 	 	
At any meeting of the Trustees, all questions shall be decided by a
majority of the votes of the Trustees present and voting thereon. In the
event of an equality of votes, the chairman of the meeting, if any, shall
have a second or casting vote. In the event of an equality of votes on
the election of a chairman at any meeting, the chairman shall be chosen
by lot.



(22)






 




	 	 	 
	13.5	 	
Written resolutions of Trustees
	 	 	
A resolution in writing signed by all the Trustees shall be as valid and
effective as if it had been passed at a meeting of the Trustees and the
same may consist of two or more documents in similar form each signed by
one or more of the Trustees.




	 	 	 
	14	 	
 ADMINISTRATION





	 	 	 
	14.1	 	
Delegation
 
	 	 	
Where there is more than one Trustee, the Trustees may from time to time
delegate any business to any one or more of their number.
 
	14.2	 	
Trustee being a company
 
	 	 	
A Trustee which is a company may in its capacity as a Trustee act by its
officers and may by such officers have and exercise all powers trusts and
discretions vested in it under the Trust Deed.
 
	14.3	 	
Minutes of meetings
 
	 	 	
The Trustee shall cause proper minutes to be kept and entered in a book
provided for the purpose of all its resolutions and proceedings and any
such minutes of any meeting of the Trustee, if purported to be signed by
the chairman of such meeting or by the chairman of a subsequent meeting,
shall be admissible as prima facie evidence of the matters stated in such
minutes.
 
	14.4	 	
Professional advice
 
	 	 	
The Trustee may employ and act on the advice or opinion of any solicitor,
accountant, or other person engaged in any profession or business whether
such advice was obtained by the Trustee or by the Company. The Trustee
shall not be responsible for any loss occasioned by its acting on that
advice.
 
	14.5	 	
Trustee’s agents
 
	 	 	
The Trustee may employ on such terms as the Company may agree as to
remuneration any agent to transact any business in connection with the
Plan and the Trustee shall not be liable for any loss arising by reason
of the fraud or negligence of such agent.
 
	14.6	 	
Trustee may execute deeds etc
 
	 	 	
The Trustee may execute or authorise the execution or delivery by any
agent of it of any trust, deeds, documents or other instruments by the
impression of the Trustees’ signatures (where there is more than one
Trustee) or (in the case of a sole



(23)






 




	 	 	 
	 	 	
corporate trustee) by the signature of two or more officers of the
corporate trustee, in writing, printing, lithograph, photocopying and
other modes of representing or reproducing words in a visible form and
may authorise the delivery of such instruments on its behalf.




	 	 	 
	15	 	
REMUNERATION AND INTERESTS OF THE TRUSTEES





	 	 	 
	15.1	 	
Individual Trustees
 
	 	 	
Any individual Trustee shall be entitled to receive and retain as
remuneration for his services under the Trust Deed such sum or sums as a
Participating Company may from time to time resolve to pay to him
notwithstanding that he is also an officer or employee of a Participating
Company and he shall not be disqualified from voting or taking part in
any decision of the Trustees on any matter by virtue of any personal or
beneficial interest (actual or prospective) therein.
 
	15.2	 	
Professional Trustees
 
	 	 	
Any Trustee who is a solicitor, accountant, or other person engaged in
any profession or business shall be entitled to charge and be paid all
normal and other charges for business transacted, services rendered or
time spent personally or by the Trustee’s firm in connection with the
Plan, including acts which a Trustee not engaged in any profession or
business could have done personally.
 
	15.3	 	
Corporate Trustees
 
	 	 	
Any Trustee which is a company shall be entitled to charge and be paid
such reasonable remuneration or charges as shall from time to time be
agreed in writing between the Company and such company and any such
company (being a bank) shall be entitled subject to the written consent
of the Company, to act as banker and perform any services in relation to
the Plan on the same terms as would be made with a customer in the
ordinary course of its business as a banker without accounting for any
resultant profit including without prejudice to the generality of the
foregoing retention of its customary share of brokerage commission.
 
	15.4	 	
Right to be employed by Company
 
	 	 	
Any Trustee or officer of a corporate trustee may be employed by, or be
appointed an officer of, the Company or any Subsidiary and shall be
entitled to keep for his benefit such remuneration or any other benefit
as he may receive by virtue of such position and shall not be liable to
account for any such benefit.



(24)






 




	 	 	 
	16	 	
PERMITTED DEALINGS OF TRUSTEES





	 	 	 
	16.1	 	
Trustee permitted to hold shares etc
 
	 	 	
No Trustee (nor any director or other officer of a company acting as a
Trustee) shall be precluded from acquiring, holding or dealing with any
shares, debentures, debenture stock or securities of Gannett Co., Inc.,
the Company or any other Participating Company or any other company in
which the Trustee may be interested or from entering into any contract or
other transaction with Gannett Co., Inc., the Company or any other
Participating Company or any such other company or being interested in
any such contract or transaction. No Trustee (nor any director or other
officer of a company acting as a Trustee) shall be liable to account to
any Beneficiary, Eligible Employee or Participant or, where there is more
than one Trustee, to the other Trustees or the Company or any other
Participating Company or such other company for any profits so made or
benefits so obtained by him.
 
	16.2	 	
No requirement to account for benefits
 
	 	 	
The Trustee (and any director or other officer of a company acting as a
Trustee) who is or becomes a Beneficiary may retain all benefits to which
he becomes entitled under the Plan and shall not be liable to account for
any such benefit.




	 	 	 
	17	 	
NUMBER, APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES





	 	 	 
	17.1	 	
Minimum number of Trustees
 
	 	 	
The minimum number of Trustees shall be:




	 	 	 
	17.1.1	 	
in the case of a Trustee which is a company (whether or not a trust
corporation), one; and
 
	17.1.2	 	
in any other case, three.
 
	17.1.3	 	
while the number of Trustees is below the minimum number, a continuing
Trustee shall not be entitled to exercise any power or discretion under
the Trust Deed.
 
	17.1.4	 	
if, after the removal, retirement or death of a Trustee, there are fewer
than the minimum number of Trustees required by clause 17.1.2, the Company
shall forthwith appoint a new Trustee in place of the removed, retiring or
dead Trustee.



(25)






 




	 	 	 
	17.2	 	
Statutory power to appoint new and additional Trustees
 
	 	 	
The statutory power of appointing new and additional Trustees contained
in section 36 of the Trustee Act 1925 shall be vested in the Company and
may be exercised by a resolution of the Directors or in writing signed by
a person duly authorised by a resolution of the Directors.
 
	17.3	 	
Power to appoint additional Trustees
 
	 	 	
In addition to the statutory power of appointing new and additional
Trustees, the Company shall have the power by a resolution of the
Directors or in writing signed by a person duly authorised by a
resolution of the Directors to appoint additional Trustees
notwithstanding that the effect of such appointment would be to increase
the number of Trustees beyond four.
 
	17.4	 	
Company ceasing to exist
 
	 	 	
If the Company ceases to exist otherwise than in consequence of a
reconstruction or amalgamation, all powers of appointing and removing
Trustees shall become vested in the Trustee.
 
	17.5	 	
Removal of Trustees
 
	 	 	
The Company may by a resolution of the Directors or in writing signed by
a person duly authorised by a resolution of the Directors, notice of
which, in either case, is given to the Trustee, and without assigning any
reason therefor, remove a Trustee from office, but not so as to reduce
the number of Trustees below that specified in clause 17.1. If no later
date is specified in the notice, such removal shall take place
immediately on the receipt of the notice by the Trustee. If a later date
is specified in the notice, such removal shall take place on the later of
the receipt of the notice by the Trustee and the date specified in the
notice.
 
	17.6	 	
Retirement of Trustees
 
	 	 	
A Trustee may retire by giving the Company written notice of his desire
to retire but not so as to reduce the number of Trustees below that
specified in clause 17.1.
 
	 	 	
If the requirements of clause 17.1 will continue to be satisfied such
notice shall take effect at the expiry of three months or such other
period as may be agreed in writing by the Company after the date of such
notice.
 
	 	 	
If the requirements of clause 17.1 will not continue to be satisfied, the
Company shall, within three months after the giving of such notice,
appoint an additional Trustee. If the Company fails to do so within such
period, the retiring Trustee may by deed appoint an additional Trustee
and his retirement shall thereupon become effective.



(26)






 




	 	 	 
	17.7	 	
Transfer of trust property following removal or retirement
 
	 	 	
Forthwith following his removal or retirement as a Trustee, the outgoing
Trustee shall transfer all property held by him subject to the Plan and
deliver all documents in his possession relating to the Plan to the
remaining Trustees and shall execute all such documents and do all such
things as may be necessary to give effect to his removal or retirement.
 
	17.8	 	
Section 37 of the Trustee Act 1925
 
	 	 	
Section 37(1)(c) of the Trustee Act 1925 shall apply to the Plan as if
all references in that section to a trust corporation were references to
any company authorised by its memorandum and articles to undertake trust
business.
 
	17.9	 	
Residence of Trustees
 
	 	 	
The Company shall ensure that all the Trustees or any sole Trustee which
is a company shall at all times be resident for tax purposes in the
United Kingdom.




	 	 	 
	18	 	
DELEGATION OF ADMINISTRATION BY THE COMPANY AND OTHER MATTERS





	 	 	 
	18.1	 	
Delegation of Administration
 
	 	 	
The Company or the Executive Compensation Committee may at any time
delegate in writing to the directors of any other Participating Company
or to any Participating Company’s duly authorised officers any of its
powers and duties under the Trust Deed or any business including the
exercise of any discretion provided always that the Company shall not
delegate the duties imposed on it or the rights given to it under clauses
9.1, 11.3, 17.2, 17.3, 17.5 or 22.
 
	18.2	 	
Exercise of powers
 
	 	 	
Except as otherwise provided in the Trust Deed or in the Rules the powers
and discretions exercisable by any Participating Company in relation to
the Plan shall be exercisable in the case of the Company by the Executive
Compensation Committee and otherwise by resolution of the directors of
such Participating Company or by a duly authorised committee thereof and
a copy of any resolution signed or purporting to be signed by the
secretary or any director of such company shall be sufficient authority
to the Trustee to act thereunder.
 
	18.3	 	
Information supplied by Participating Company
 
	 	 	
The Trustee shall be entitled, in the absence of manifest error, to rely
without further enquiry on any information or advice supplied to them by
any Participating Company in connection with the trust created by the
Trust Deed.



(27)






 




	 	 	 
	19	 	
DURATION AND WINDING UP OF THE PLAN





	 	 	 
	19.1	 	
Termination on expiry of the Trust Period
 
	 	 	
The Plan shall terminate on the earlier of:




	 	 	 
	19.1.1	 	
the expiry of the Trust Period; and
 
	19.1.2	 	
a plan termination notice validly issued under Rule 35 of the Plan





	 	 	 
	 	 	
and references throughout the Trust Deed to a termination of the Plan
shall be taken to be a termination as herein provided.
 
	19.2	 	
Outstanding liabilities
 
	 	 	
On or after the termination of the Plan no further sums shall be paid to
the Trustee by the Participating Companies save that all Participating
Companies shall remain liable to pay their just proportion of the costs
charges and expenses of the Plan.
 
	19.3	 	
Completion of obligations
 
	 	 	
Following any termination of the Plan the Trustee shall remain
responsible for the completion of its obligations under the Plan.




	 	 	 
	20	 	
SUPREMACY OF TRUST DEED OVER RULES OF PLAN




		
	 	The Trustee’s rights, duties and powers are regulated by the Trust Deed
and by the Rules and in the case of inconsistency or conflict between the
provisions of the Trust Deed and of the Rules the provisions of the Trust
Deed shall prevail.




	 	 	 
	21	 	
GOVERNING LAW AND JURISDICTION





	 	 	 
	21.1	 	
Governing Law
 
	 	 	
The formation, existence, construction, performance, validity and all
aspects whatsoever of the Trust Deed and the Rules or any term of the
Trust Deed or any Rules shall be governed by English law.
 
	21.2	 	
Jurisdiction
 
	 	 	
The English courts shall have jurisdiction to settle any dispute which
may arise out of, or in connection with, the Trust Deed or the Rules.



(28)






 




	 	 	 
	21.3	 	
Jurisdiction agreement for benefit of Company
 
	 	 	
The jurisdiction agreement contained in this clause 21 is made for the
benefit of the Company only, which accordingly retains the right to bring
proceedings in any other court of competent jurisdiction.
 
	21.4	 	
Participant deemed to submit to such jurisdiction
 
	 	 	
By accepting an Award and not renouncing it, a Participant is deemed to
have agreed to submit to such jurisdiction.




	 	 	 
	22	 	
AMENDMENT OF TRUST DEED AND RULES





	 	 	 
	22.1	 	
Amendment of Deed and Rules
 
	 	 	
The Company may at any time and from time to time in the case of the
Trust Deed by a supplemental deed and in the case of the Rules by
resolution of the Executive Compensation Committee amend, modify, or
alter the Plan in any respect (such amendment modification or alteration
being referred to in this clause 22.1 as a “modification”) provided that:




	 	 	 
	22.1.1	 	
no modification shall be made which would have the effect of conferring
any advantage on any Eligible Employee without the approval of the Company
in general meeting except for minor amendments to benefit the
administration of the Plan to take account of a change in legislation and
amendments to obtain or maintain favourable tax, exchange control or
regulatory treatment for Eligible Employees or the Participating
Companies;
 
	22.1.2	 	
no modification shall alter to the disadvantage of any Participant his
rights which have accrued to him under the Plan before the date of such
modification;
 
	22.1.3	 	
no modification shall modify or alter to the disadvantage of the Trustee
the provisions for its protection and indemnity contained in the Plan
without the written agreement of the Trustee;
 
	22.1.4	 	
no modification shall be made which would or might infringe any rule
against perpetuities or which could result in the Plan ceasing to be an
Employees’ Share Scheme; and
 
	22.1.5	 	
whilst the Plan is approved by the Board of Inland Revenue, no
modification to any key feature (as defined in paragraph 118(3)(a) of
Schedule 8) of the Plan shall take effect without the approval of the
Board of Inland Revenue.



(29)






 




	 	 	 
	22.2	 	
Amendments to be binding
 
	 	 	
Any modification made in accordance with the provisions of this clause 22
shall be binding upon all persons from time to time interested in the
Plan including the Company and any other Participating Company.




	 	 	 
	23	 	
GENERAL PROVISIONS





	 	 	 
	23.1	 	
Counterparts
 
	 	 	
The Trust Deed may be executed in any number of counterparts, and by the
parties on separate counterparts, each of which when so executed and
delivered shall be an original, but all the counterparts will together
constitute one and the same Trust Deed.
 
	23.2	 	
Irrevocability
 
	 	 	
Subject to the provisions of the Trust Deed, the trusts hereby declared
are irrevocable.



EXECUTED by the parties as a deed and delivered on the date first mentioned
above.


SIGNED as a deed by

Gannett U.K. Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



The Common Seal of Barclays Bank Trust Company was hereunto affixed in
execution of this deed in the presence of:



	 	Authorised sealing officer



(30)






 


SIGNED as a deed by

Newsquest (London) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Essex) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Midlands South) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Lancashire) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Oxfordshire) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



(31)






 



SIGNED as a deed by

Newsquest (Bradford) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (North East) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Sussex) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Kendal)

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (Wiltshire) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest (York) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



(32)







 



SIGNED as a deed by

Newsquest (Cheshire/Merseyside) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest Media Group Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest Media (Southern) plc

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest Printing (Worcester) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest Printing (Lostock) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Newsquest Printing (Colchester) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



(33)






 



SIGNED as a deed by

Southern Binders Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Southernprint (Web Offset) Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



SIGNED as a deed by

Southern Magazines Limited

acting by a director and its secretary/ two directors:




	 	 	 
	/s/ Paul Davidson	 	
Director
 
	/s/ Paul Hunter	 	
Director/Secretary



(34)






 



SCHEDULE 1



RULES OF THE GANNETT U.K. LIMITED INLAND REVENUE

APPROVED SHARE INCENTIVE PLAN



	 	 	 
	1	 	
INTERPRETATION




	 	 	 
	1.1	 	
In this Schedule, unless the context otherwise requires, the following
words and expressions have the following meanings:





	 	 	 
	Accounting Period	 	
an accounting reference period of the Company within
the meaning of section 224 of the Companies Act 1985 or a new
accounting reference period of the Company within the meaning of
section 225 of the Companies Act 1985;
 
	Accumulation Period	 	
a period determined at the discretion of the
Executive Compensation Committee, not exceeding 12 months which must
be the same for all Participants;
 
	Appropriate	 	
to confer a beneficial interest in Free Shares or Matching
Shares on a Participant, subject to the provisions of the Plan, and
the expressions “Appropriation” and “Appropriated” shall be
construed accordingly;
 
	Associate	 	
the meaning set out in paragraphs 20, 21 and 22 of Schedule 8;
 
	Associated Company	 	
in relation to two companies if:




	 	 	 	 	 
		 	
(a)
	 	one company has control of the
other; or
 
	 	 	
(b)
	 	both are under the control of the
same person or persons





	 	 	 
	 	 	
and
for the purposes of this
definition, “control” has the
meaning set out in section 416 of
ICTA 1988;
 



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	Award	 	
the Appropriation to Participants
of Free Shares or Matching Shares or the
acquisition of Partnership Shares on
behalf of Participants, in accordance
with the Plan;
 
	Capital Receipt	 	
a receipt by the Trustee of money or money’s worth of the
type defined in paragraph 79 of Schedule 8;
 
	Close Company	 	
the meaning set out in section 414 ICTA 1988;
 
	Company	 	
Gannett U.K. Limited incorporated in England & Wales under
company number 3795655 or any company which results from the
amalgamation or reconstruction of Gannett U.K. Limited (or, if
there is more than one such company, the company to which the
greater part of the undertaking of Gannett U.K. Limited passes as a
result of the amalgamation or reconstruction) and this definition
shall apply, with appropriate modifications, to any amalgamation or
reconstruction of the Company from time to time;




	 	 	 	 	 
	Connected Company	 	
(a)
	 	a company which Controls or is controlled by the
Company or which is controlled by a company which also Controls the
Company;
 
	 	 	
(b)
	 	a company which is a member of a
consortium owning the Company or
which is owned in part by the
Company as a member of the
consortium;





	 	 	 
	Control	 	
the meaning set out in section 840 ICTA 1988;
 
	Directors	 	
the board of directors of the Company or a duly authorised
committee thereof;
 
	Dividend Shares	 	
Shares acquired with dividends paid in respect of Plan
Shares as set out in Part IV;
 
	Dividend Shares	 	
the date on which the Trustee acquires



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	Acquisition Date	 	
Dividend Shares pursuant to Rule 19.4;
 
	Dividend Shares Holding Period	 	
the period beginning on the Dividend
Shares Acquisition Date and ending on the earlier of the third
anniversary of that date and the date on which the Participant
ceases to have any Relevant Employment;
 
	Eligible Employee	 	
an individual who in the case of Free Shares at a Free
Shares Appropriation Date, and in the case of Partnership Shares or
Matching Shares:





	 	 	 	 	 
		 	
(a)
	 	if there is no Accumulation
Period, at the time the money for
the acquisition of such Partnership
Shares is deducted; and
 
	 	 	
(b)
	 	if there is an Accumulation
Period, at the time of the first
deduction of money for the
acquisition of such Partnership
Shares





	 	 	 	 	 
		 	
(i)
	 	is an employee of a
Participating Company and is
not under notice; and
 
	 	 	
(ii)
	 	has been such an employee
(or has otherwise been an
employee of a Qualifying
Company) at all times during
any Qualifying Period; and
 
	 	 	
(iii)
	 	is chargeable to tax in
respect of his office or
employment with a
Participating Company under
Case I of Schedule E; and
 
	 	 	
(iv)
	 	has not either himself or
through any Associate and
whether in either case alone
or together with one or more
Associates has not had within
the preceding twelve months,
a Material Interest in a
Close Company whose shares
may be
 



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	 	 	 	 	Appropriated or acquired
under the Plan or a company
which has Control of such a
company or is a member of a
consortium which owns such
a company; and
 
	 	 	
(v)
	 	has not, in the same Year
of Assessment participated
in a share incentive plan
approved under Schedule 8
(other than the Plan)
established by the Company
or a Connected Company
(which for the avoidance of
doubt shall include where an
employee would have
participated but for his
failure to obtain a
Performance Allowance) or,
in relation to an Award of
Free Shares has not in the
same Year of Assessment
participated in a profit
sharing scheme approved
under Schedule 9 to ICTA
1988 established by the
Company or a Connected
Company;








	 	 	 	 	 
		 	
(c)
	 	an individual who at the relevant
time satisfies the requirements
above, excluding (iii), whom the
Executive Compensation Committee
have, in their absolute discretion
determined should be included;





	 	 	 
	Employees’ Share Scheme	 	
the meaning set out in section 743 of the
Companies Act 1985;
 
	Executive Compensation
Committee	 	
the Executive Compensation Committee of Gannett Co., Inc. or a committee of persons (delegates) appointed
thereby;
 
	Forfeiture Period	 	
the period(s) determined by the Executive Compensation
Committee pursuant to Rules 4.3.7, 15.2.5 or 15.2.6, as appropriate,
provided that the period(s) shall not exceed 3 years from the
relevant date of Appropriation;



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	Free Shares	 	
Shares entitlement to which is as set out in Part I;
 
	Free Shares Agreement	 	
an agreement issued by the Executive
Compensation Committee under Rule 4;
 
	Free Shares Appropriation Date	 	
the date on which the Trustee
Appropriates an Award of Free Shares;
 
 
	Free Shares Closing Date	 	
the date specified in the Free Shares
Invitation by which the Free Shares Agreement must be received by
the Company;
 
	Free Shares Holding Period	 	
the period beginning on the Free Shares
Appropriation Date and ending on a date determined from time to time
at the discretion of the Executive Compensation Committee, and being
not earlier than the third anniversary nor later than the fifth
anniversary of the Free Shares Appropriation Date or, if earlier,
the date on which the Participant ceases to be in Relevant
Employment and which period shall be the same for all Free Shares
comprised in the same Award and shall not be increased at any time
in respect of Free Shares already Appropriated;
 
	Free Shares Invitation	 	
an invitation to participate in an offer
for Free Shares issued by the Executive Compensation Committee under
Rule 4;
 
	ICTA 1988	 	
the Income and Corporation Taxes Act 1988;
 



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	Initial Market Value	 	
the Market Value of a Share:




	 	 	 	 	 
		 	
(i)
	 	in the case of Free Shares, on the
Free Shares Appropriation Date;
 
	 	 	
(ii)
	 	in the case of Matching Shares, on
the Matching Shares Appropriation
Date; and
 
	 	 	
(iii)
	 	in the case of Dividend Shares, on
the Dividend Shares Acquisition
Date;




	 	 	 	 	 
	Market Value	 	
(i)
	 	where the Shares are listed on the New York Stock
Exchange the middle market quotation of a Share as derived from the
Wall Street Journal for the dealing day immediately preceding the
day in question (provided that in no case may the market value of a
Share be determined by reference to a dealing day which falls within
a Proscribed Period);
 
	 	 	
(ii)
	 	where the shares are not listed
on the New York Stock Exchange,
the market value of a Share as
determined in accordance with the
provisions of Part VIII of the
Taxation of Chargeable Gains Act
1992 and paragraph 125 of Schedule
8 and agreed for the purposes of
the Plan with Inland Revenue
Shares Valuation Division on or
before that day;





	 	 	 
	Matching Shares	 	
Shares entitlement to which is as set out in Part III
which shall:




	 	 	 	 
	 	(a)	 	
be shares of the same class and
carry the same rights as the
Partnership Shares to which they
relate;
 
	 	(b)	 	
be Appropriated on the same day as
the Partnership Shares to which
they relate are Awarded; and
 
	 	(c)	 	
be Appropriated to all
Participants on exactly the same
basis;



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	Matching Shares

Appropriation Date	 	
the date on which the Trustee Appropriates
an Award of Matching Shares;
 
 
	Matching Shares Holding Period	 	
the period beginning on the Matching Shares
Appropriation Date and ending on a date determined from time to
time at the discretion of the Executive Compensation Committee, and
being not earlier than the third anniversary nor later than the
fifth anniversary of the Matching Shares Appropriation Date or, if
earlier, the date on which the Participant ceases to be in Relevant
Employment, and which period shall be the same for all Matching
Shares comprised in the same Award and shall not be increased at any
time in respect of Matching Shares already Appropriated;
 
	Material Interest	 	
the meaning set out in paragraphs 17, 18 and 19 of
Schedule 8;
 
	New York Stock Exchange	 	
the New York Stock Exchange or any
successor body;
 
	Offer	 	
a general offer which is made to holders of shares of the
same class as Plan Shares or of other shares in Gannett Co., Inc.
and in either case which is made on condition that if satisfied the
person making the offer will have Control of Gannett Co., Inc.;
 
	Participant	 	
an Eligible Employee to whom the Trustee has made an
Appropriation or on whose behalf Partnership Shares or Dividend
Shares have been acquired or, where the context permits, an Eligible
Employee who has submitted a duly completed Free Shares Agreement or
Partnership Shares Agreement in accordance with Rule 4.3.5 or 10.3.5
respectively;
 
	Participating Company	 	
the Company or a Subsidiary which is a party to the
Trust Deed or has pursuant to clause 9 executed a deed of adherence;
 
	Partnership Shares	 	
Shares entitlement to which is as set out in Part II;



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	Partnership Shares Acquisition Date	 	
in relation to each acquisition of
Partnership
Shares, the actual date on which the Trustees
acquire such Partnership Shares in accordance
with Rule 10.3.4;

 
 
	Partnership Shares Agreement	 	
an agreement issued by the Executive
Compensation Committee under Rule 10.4;
 
 
	Partnership Shares Closing Date	 	
the date specified in the Partnership
Shares Invitation by which the completed Partnership Shares
Agreement must be received by the Company in order for the Eligible
Employee to commence Salary deductions for the acquisition of
Partnership Shares in the following month;
 
	Partnership Shares Invitation	 	
an invitation issued by the Executive
Compensation Committee under Rule 10;
 
 
	Partnership Shares Market Value	 	
in the case of a Partnership Shares
Agreement with:





	 	 	 	 	 
		 	
(a)
	 	an Accumulation Period, the lower
of the Market Value of a Share on:
 
	 	 	
(i)
	 	the first day of the Accumulation
Period; and
 
	 	 	
(ii)
	 	the Partnership Shares Acquisition
Date;
 
	 	 	
(b)
	 	no Accumulation Period, the Market
Value of a Share on the Partnership
Shares Acquisition Date.





	 	 	 
	Partnership Share Money	 	
the meaning given to that term by Rule 10.5.2;
 
	Performance Allowance	 	
an Appropriation of Free Shares where:





	 	 	 	 	 
		 	
(a)
	 	whether Free Shares are
Appropriated or not; or
 
	 	 	
(b)
	 	the number or value of Free Shares
Appropriated



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	 	 	 	 	is subject to the satisfaction of
a Performance Target;





	 	 	 
	Performance Target	 	
a performance target imposed by the Executive
Compensation Committee under Rule 6;
 
	Performance Unit	 	
a group comprising one or more Participants to whom a
Performance Target applies;
 
	Plan	 	
the Gannett U.K. Limited Inland Revenue Approved Share
Incentive Plan as constituted by this Trust Deed and Rules in their
present form or as amended from time to time;
 
	Plan Shares	 	
Free Shares, Partnership Shares, Matching Shares and
Dividend Shares which have been Appropriated to a Participant or are
held on his behalf by the Trustee;
 
	Proscribed Period	 	
any period during which dealings in Shares is
proscribed due to the existence of unpublished price sensitive
information, whether by the Company’s own code on insider dealing,
the Criminal Justice Act 1993, corresponding legislation of the
United States of America, or otherwise;
 
	Qualifing Company	 	
the same meaning as in paragraph 14 of Schedule 8;
 
	Qualifying Corporate Bond	 	
the meaning set out in section 117 of the
Taxation of Chargeable Gains Act 1992;
 
	 
	Qualifying Period	 	
a period determined by the Executive Compensation
Committee in relation to any Award of Shares under the Plan which
may be different for different Awards provided that:





	 	 	 	 	 
	 	 	
(a)
	 	in the case of Free Shares it
shall not exceed the period of 18
months before the Free Shares
Appropriation Date;
 
	 	 	
(b)
	 	in the case of Partnership Shares
and Matching Shares where there is
an Accumulation Period it shall not



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	 	 	 	 	exceed the period of 6 months
before the beginning of the
Accumulation Period;
 
	 	 	
(c)
	 	in the case of Partnership Shares
and Matching Shares where there is
no Accumulation Period it shall not
exceed the period of 18 months
before the deduction of money for
the acquisition of such Partnership
Shares.
 
	Relevant Amount	 	
(a)
	 	in respect of Free Shares, £3,000 in any Year of
Assessment;
 
	 	 	
(b)
	 	in respect of Partnership Shares,
the lower of:




	 	 	 	 	 
		 	
(i)
	 	£125 per month or if the
Salary is not paid monthly
such amount as bears to £125
the same proportion as the
pay interval in question
bears to one month; and








	 	 	 	 	 
		 	
(ii)
	 	10% of Salary which if there is no
Accumulation Period shall mean 10%
of the Salary payment concerned and
if there is an Accumulation Period
shall mean 10% of the total Salary
of the Participant over that
period;





	 	 	 	 	 
		 	
(c)
	 	in respect of Dividend Shares,
£1,500 in any Year of Assessment;




		
	 	subject in each case to such amendment
as may be made to that limit under
Finance Act 2000 from time to time;





	 	 	 
	Relevant Employment	 	
employment by the Company or any Associated Company;
 
	Retirement Age	 	
the age of 50;
 
	Rules	 	
these rules as from time to time amended;



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	Salary	 	
such of the emoluments of the office or employment by virtue of
which a Participant is eligible to participate in the Plan as are
liable to be paid under deduction of tax pursuant to section 203
ICTA 1988 (or which would be if the individual were within the scope
of Schedule E), after deducting amounts included by virtue of
Chapter II Part V ICTA 1988 (or which would have been had the
individual been within the scope of Schedule E), together with
amounts that would be so liable apart from Schedule 8;
 
	Schedule 8	 	
Schedule 8 to the Finance Act 2000;
 
	Shares	 	
fully paid ordinary shares in the capital of Gannett Co., Inc. (or
any shares representing the same) which satisfy the conditions in
paragraphs 60 to 67 inclusive of Schedule 8;
 
	Subsidiary	 	
any company over which the Company,has Control;
 
	Year of Assessment	 	
a period commencing on 6 April in any year and
ending on 5 April in the following year.



1.2              In the Plan, unless otherwise specified:



	 	 	 
	1.2.1	 	
the contents, clause and Rule headings are inserted for ease of
reference only and do not affect their interpretation;
 
	1.2.2	 	
references to clauses, Rules, Parts and Schedules are to clauses, rules,
parts of, and schedules to the Plan;
 
	1.2.3	 	
a reference to writing includes any mode of reproducing words in a
legible form and reduced to paper;
 
	1.2.4	 	
the singular includes the plural and vice-versa and the masculine
includes the feminine;
 
	1.2.5	 	
a reference to a statutory provision includes any statutory
modification, amendment or re-enactment thereof; and
 
	1.2.6	 	
the Interpretation Act 1978 applies to the Plan in the same way as it
applies to an enactment.



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	2	 	
PURPOSE OF THE PLAN




		
	 	The purpose of the Plan is to enable Eligible Employees of Participating
Companies to acquire shares in Gannett Co., Inc. which give them a
continuing stake in Gannett Co., Inc..




	 	 	 
	3	 	
PARTICIPATION ON SAME TERMS




		
	 	On each occasion when an Award is to be made, subject to Rule 5 every
Eligible Employee shall be invited to participate in an Award on the same
terms and those who do actually participate must do so on the same terms.



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PART I – FREE SHARES




	 	 	 
	4	 	
ISSUE OF INVITATIONS




	 	 	 
	4.1	 	
Discretion of the Executive Compensation Committee
 
	 	 	
The Executive Compensation Committee may in their absolute discretion
determine that an Award of Free Shares may be made and, accordingly,
issue Free Shares Invitations.
 
	4.2	 	
Limit on individual participation
 
	 	 	
In any Year of Assessment, the Initial Market Value of Free Shares
Appropriated to a Participant shall not exceed the Relevant Amount.
 
	4.3	 	
Contents of Free Shares Invitations
 
	 	 	
Free Shares Invitations shall be in such form as the Executive
Compensation Committee determine from time to time and shall state:




	 	 	 
	4.3.1	 	
the Free Shares Closing Date;
 
	4.3.2	 	
the expected Free Shares Appropriation Date;
 
	4.3.3	 	
the Free Shares Holding Period;
 
	4.3.4	 	
that, by accepting the Free Shares Invitation, the Eligible Employee
becomes bound in contract with the Company to observe the restrictions set
out in the Free Shares Agreement;
 
	4.3.5	 	
that an Eligible Employee who wishes to accept the Free Shares under the
Award shall submit to the Company, prior to the Free Shares Closing Date,
a duly completed Free Shares Agreement;
 
	4.3.6	 	
that the individual shall only be entitled to an Appropriation of Free
Shares if he remains an Eligible Employee at the Free Shares Appropriation
Date;
 
	4.3.7	 	
that (as determined at the discretion of the Executive Compensation
Committee) the provisions of either Rules 9.2 or 9.3 shall apply to the
Award and, if Rule 9.3 applies, shall state what the applicable Forfeiture
Period shall be; and
 
	4.3.8	 	
such additional information, not inconsistent with the Rules and the
Trust Deed as the Executive Compensation Committee may from time to time
determine.



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	4.4	 	
Free Shares Agreement and Free Shares Invitations
 
	 	 	
Each Eligible Employee shall be sent a Free Shares Invitation and a Free
Shares Agreement which shall be in such form as the Executive
Compensation Committee may determine from time to time and shall require
the Eligible Employee to contract with the Company as set out in Rule 8.
 
	4.5	 	
Election to participate in any Award of Free Shares
 
	 	 	
A Free Shares Agreement may include an election by a Participant to
participate in any Award of Free Shares until such time as he notifies
the Company that he no longer wishes to so participate. Where a
Participant makes such an election he shall be deemed to have complied
with Rule 4.3.5 in relation to each Award of Free Shares until the
election is withdrawn.




	 	 	 
	5	 	
ALLOCATION OF FREE SHARES BY REFERENCE TO PERFORMANCE




	 	 	 
	5.1	 	
Free shares may be allocated by reference to performance
 
	 	 	
The Company may stipulate that the number of Free Shares (if any) to be
Appropriated to each Participant on a given occasion shall be determined
by reference to Performance Allowances.
 
	5.2	 	
Performance Allowances to apply to all
 
	 	 	
If Performance Allowances are used, they shall apply to all Participants.
 
	5.3	 	
Executive Compensation Committee to provide information
 
	 	 	
If Performance Allowances are used the Executive Compensation Committee
shall, as soon as reasonably practicable:




	 	 	 
	5.3.1	 	
notify each Participant participating in the Award of the Performance
Targets to be used to determine the number or value of Free Shares
Appropriated to him; and
 
	5.3.2	 	
notify all Eligible Employees of any Participating Company, in general
terms, of the Performance Targets to be used to determine the number or
value of Free Shares to be Appropriated to each Participant under the
Award (provided that the Executive Compensation Committee may exclude any
information the disclosure of which, they reasonably consider would
prejudice commercial confidentiality).



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	5.4	 	
Use of method 1 or method 2
 
	 	 	
The Company shall determine the number of Free Shares (if any) to be
Appropriated to each Participant by reference to performance using method
1 or method 2. The same method shall be used for all Participants for
each Award.
 
	5.5	 	
Performance Allowances: method 1
 
	 	 	
By this method:




	 	 	 
	5.5.1	 	
at least 20% of Free Shares Appropriated under any Award shall be
Appropriated without reference to a Performance Target;
 
	5.5.2	 	
the remaining Free Shares shall be Appropriated by reference to a
Performance Target; and
 
	5.5.3	 	
the highest Appropriation made to a Participant by reference to
performance in any period shall be not more than four times the number of
Free Shares Appropriated to an individual without reference to a
Performance Target at the same time.




		
	 	If this method is used:




	 	 	 
	5.5.4	 	
the Free Shares Appropriated without reference to a Performance Target
shall be Appropriated on the same terms as provided in Rule 5.7; and
 
	5.5.5	 	
the Free Shares Appropriated by reference to a Performance Target need
not be Appropriated on the same terms as provided in Rule 5.7.




	 	 	 
	5.6	 	
Performance Allowances: method 2
 
	 	 	
By this method:




	 	 	 
	5.6.1	 	
some or all Free Shares shall be Appropriated by reference to
performance;
 
	5.6.2	 	
the Appropriation of Free Shares to Participants who are members of the
same Performance Unit shall be made on the same terms, as provided in Rule
5.7; and




	 	 	 
	 	 	
Free Shares Appropriated for each Performance Unit shall be treated as
separate Awards for the purposes of Rule 5.7 only.



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	5.7	 	
Same terms basis for Free Shares Awards
 
	 	 	
An Award of Free Shares on the same terms shall be on terms determined by
the Executive Compensation Committee which may be directly proportional
to any one or more separately of a Participant’s:




	 	 	 
	5.7.1	 	
remuneration from;
 
	5.7.2	 	
length of service with;
 
	5.7.3	 	
number of hours worked for;




		
	 	any Qualifying Companies.




	 	 	 
	6	 	
PERFORMANCE TARGETS 





	 	 	 
	6.1	 	
Imposition of Performance Targets
 
	 	 	
The Executive Compensation Committee may impose one or more Performance
Targets in order to determine the number of Shares (if any) subject to a
Performance Allowance.
 
	6.2	 	
Nature of Performance Targets
 
	 	 	
Any Performance Target imposed shall be:




	 	 	 
	6.2.1	 	
based on business results or other objective criteria; and
 
	6.2.2	 	
a fair and objective measure of the performance of the Performance
Unit(s) to which it applies.





	 	 	 
	6.3	 	
Membership of Performance Unit
 
	 	 	
No Participant shall be a member of more than one Performance Unit.
 
	6.4	 	
Substitution, variation or waiver of Performance Targets




	 	 	 
	6.4.1	 	
If an event occurs which causes the Executive Compensation Committee to
consider that a Performance Target is no longer appropriate, the Executive
Compensation Committee may substitute, vary or waive such Performance
Target in such manner (and make such consequential amendments to the
Rules) as:





	 	 	 	 	 	 	 
		 	 	
6.4.1.1
	 	 	is reasonable in the circumstances;



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6.4.1.2
	 	 	produces a fairer measure of performance and is neither
materially more nor less difficult to satisfy; and
 
	 	 	 	
6.4.1.3
	 	 	continues to comply with Rule 6.2.





	 	 	 
	6.4.2	 	
The Executive Compensation Committee shall, as soon as reasonably
practicable, notify each Participant affected of any such substitution,
variation or waiver of the Performance Target.
 
	7	 	
APPROPRIATION OF FREE SHARES




	 	 	 
	7.1	 	
Provision of information by the Company to the Trustees
 
	 	 	
As soon as practicable after the end of the period to which the
Performance Target relates (in the case of Performance Allowances) or the
Free Shares Closing Date the Company shall inform the Trustee of:




	 	 	 
	7.1.1	 	
the name and address of each Participant to whom Free Shares are to be
Appropriated, together with details of the Participating Company which
employs the Participant;
 
	7.1.2	 	
the number of Free Shares to be Appropriated to each Participant on this
occasion.





	 	 	 
	7.2	 	
Appropriation
 
	 	 	
On the expected Free Shares Appropriation Date, the Trustee shall
Appropriate to each Participant the number of Free Shares notified to the
Trustee under Rule 7.1.
 
	7.3	 	
Notification of Appropriation to Participants
 
	 	 	
As soon as practicable after the Free Shares Appropriation Date, the
Trustee shall notify each Participant to whom Free Shares have been
Appropriated of:




	 	 	 
	7.3.1	 	
the number and description of Free Shares Appropriated to him;
 
	7.3.2	 	
the Free Shares Appropriation Date;
 
	7.3.3	 	
their Initial Market Value; and
 
	7.3.4	 	
the applicable Free Shares Holding Period.



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	8	 	
RESTRICTIONS ON DEALINGS IN, AND PERMITTED TRANSFERS OF FREE SHARES





	 	 	 
	8.1	 	
Restrictions on disposals by Participants
 
	 	 	
Subject to Rules 27 and 29 during the Free Shares Holding Period a
Participant shall:




	 	 	 
	8.1.1	 	
permit the Trustee to hold his Free Shares; and
 
	8.1.2	 	
not assign, charge or otherwise dispose of his beneficial interest in
his Free Shares.





	 	 	 
	8.2	 	
Restrictions on disposals by the Trustee
 
	 	 	
Subject to Rules 9, 27 and 31 the Trustee:




	 	 	 
	8.2.1	 	
shall not dispose of any Free Shares, whether by transfer to the
Participant or otherwise, during the Free Shares Holding Period;
 
	8.2.2	 	
shall not dispose of any Free Shares after the Free Shares Holding
Period except in accordance with a direction given by or on behalf of the
Participant; and
 
	8.2.3	 	
shall not deal with any right conferred in respect of a Participant’s
Free Shares to be allotted other shares, securities or other rights except
pursuant to a direction given by or on behalf of the Participant or any
person in whom the beneficial interest in his Free Shares is for the time
being vested.





	 	 	 
	8.3	 	
Transfer of Free Shares after the Free Shares Holding Period




	 	 	 
	8.3.1	 	
A Participant may, at any time after the Free Shares Holding Period
direct the Trustee by notice in writing to:




	 	 	 	 	 	 	 
		 	 	
8.3.1.1
	 	 	transfer the Participant’s Free Shares to the Participant;
or
 
	 	 	 	
8.3.1.2
	 	 	transfer the Free Shares to some other person named by the
Participant; or
 
	 	 	 	
8.3.1.3
	 	 	dispose of the Free Shares by way of sale for the best
consideration in money that can reasonably be obtained at the
time of sale and to account for the proceeds to the
Participant or some other person named by the Participant.




	 	 	 
	8.3.2	 	
Within 30 days after receipt of a notice referred to in Rule 8.3.1 the
Trustee shall comply with the instructions set out in such notice.



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	9	 	
CESSATION OF RELEVANT EMPLOYMENT AND EARLY TRANSFER OF FREE SHARES




	 	 	 
	9.1	 	
Trustee to be notified of cessation of Relevant Employment
 
	 	 	
If a Participant ceases to be in Relevant Employment then the Company
shall within 14 days inform the Trustee of such cessation and whether the
provisions of Rule 9.2 or 9.3 apply.
 
	9.2	 	
Early transfer of Free Shares
 
	 	 	
Where the Trustee has been notified by the Executive Compensation
Committee in accordance with Rule 9.1 that this Rule 9.2 applies then as
soon as reasonably practicable after the receipt of such notification and
in any event within 30 days after the cessation of the Relevant
Employment the Trustee shall transfer the Free Shares to the Participant
or as directed by him prior to the transfer, in accordance with Rules
8.3.1.2 or 8.3.1.3 provided always that the Trustee shall first comply
with Rule 33.
 
	9.3	 	
Forfeiture of Free Shares
 
	 	 	
Where the Trustee has been notified by the Executive Compensation
Committee in accordance with Rule 9.1 that this Rule 9.3 applies then,
subject to Rules 9.4 and 9.5 the Participant’s beneficial entitlement to
his Free Shares shall lapse immediately on his ceasing to be in Relevant
Employment before the end of the Forfeiture Period and he shall cease to
have any rights to such Free Shares.
 
	9.4	 	
Injury, disability, redundancy, retirement etc
 
	 	 	
Notwithstanding Rule 9.3 if a Participant ceases to be in Relevant
Employment by reason of:




	 	 	 
	9.4.1	 	
injury or disability;
 
	9.4.2	 	
redundancy within the meaning of the Employment Rights Act 1996 or the
Employment Rights (Northern Ireland) Order 1996;
 
	9.4.3	 	
a transfer of employment which is subject to the Transfer of Undertaking
(Protection of Employment) Regulations 1981;
 
	9.4.4	 	
a change of Control or other circumstances giving rise to the
Participant’s employing company ceasing to be an Associated Company of any
Participating Company;
 
	9.4.5	 	
retirement on or after reaching Retirement Age;



(53)






 




	 	 	 
	 	 	
then the Trustee shall act in accordance with Rule 9.2.
 
	9.5	 	
Death
 
	 	 	
If a Participant ceases to be in Relevant Employment by reason of his
death then the Trustee shall act in accordance with Rule 24.5.



(54)






 



PART II – PARTNERSHIP SHARES




	 	 	 
	10	 	
PARTNERSHIP SHARES INVITATIONS





	 	 	 
	10.1	 	
Issue of Partnership Shares Invitations
 
	 	 	
The Executive Compensation Committee may in their absolute discretion
determine that an Award of Partnership Shares may be made and,
accordingly, issue Partnership Shares Invitations.
 
	10.2	 	
Timing of Partnership Shares Invitations
 
	 	 	
Partnership Shares Invitations must be issued before the commencement of
any relevant Accumulation Period.
 
	10.3	 	
Contents of Partnership Shares Invitations
 
	 	 	
Partnership Shares Invitations shall be in such form as the Executive
Compensation Committee may determine from time to time and shall state:




	 	 	 
	10.3.1	 	
the Partnership Shares Closing Date;
 
	10.3.2	 	
the maximum salary deduction permitted under the Partnership Shares
Agreement (being the lesser of the Relevant Amount and such other amount
(being a multiple of £1) as the Executive Compensation Committee may
determine and specify);
 
	10.3.3	 	
the minimum salary deduction permitted determined by the Executive
Compensation Committee which sum must be no greater than £10 per month (or
such other amount as may be permitted from time to time under paragraph 37
of Schedule 8);
 
	10.3.4	 	
the expected Partnership Shares Acquisition Date being a date determined

by the Trustee which:




	 	 	 	 	 	 	 
		 	 	
10.3.4.1
	 	 	where there is no Accumulation Period, shall be within 30
days after the last deduction from salary referred to in Rule
10.5.2 is made;
 
	 	 	 	
10.3.4.2
	 	 	where there is an Accumulation Period shall be not more
than 30 days after the end of the Accumulation Period.




	 	 	 
	10.3.5	 	
that an Eligible Employee who wishes to accept Partnership Shares under
the Award shall submit to the Company, prior to the Partnership Shares
Closing Date, a duly completed Partnership Shares Agreement;



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	10.3.6	 	
if applicable, the maximum number of Partnership Shares to be made
subject to the Award on this occasion;
 
	10.3.7	 	
if appropriate, the commencement date (which may not commence later than
the date of the first salary deduction to be made under the Participant’s
Partnership Shares Agreement) and length of the Accumulation Period.




	 	 	 
	10.4	 	
Partnership Shares Agreement and Partnership Shares Invitations
 
	 	 	
Each Eligible Employee shall be sent a Partnership Shares Agreement and a
Partnership Shares Invitation.
 
	10.5	 	
Contents of Partnership Shares Agreement
 
	 	 	
A Partnership Shares Agreement shall be in such form as the Executive
Compensation Committee may determine from time to time and shall:




	 	 	 
	10.5.1	 	
set out a notice in the form prescribed by regulations and pursuant to
paragraph 38 of Schedule 8;
 
	10.5.2	 	
require the Eligible Employee to state the amount of salary deduction(s)
being a multiple of £1 and not exceeding the maximum permitted under Rule
10.3.2 which he wishes to allocate for the purchase of Partnership Shares
under the Partnership Shares Agreement (“Partnership Share Money”); and
 
	10.5.3	 	
state the intervals at which such amounts should be deducted; and
 
	10.5.4	 	
state that any excess amount remaining after the acquisition of
Partnership Shares may, subject to the agreement of the Eligible Employee,
be retained by the Trustee and added to the next Accumulation Period or
where there is no next Accumulation Period, retained by the Trustee and
added to the next Salary deduction, and in any other case must be paid
over to the Eligible Employee as soon as possible;
 
	10.5.5	 	
state the commencement date (which may not commence later than the date
of the first salary deduction to be made under the Participant’s
Partnership Shares Agreement) and length of the Accumulation Period, if
applicable; and
 
	10.5.6	 	
if applicable, state the maximum number of Partnership Shares to be
included in the Award on this occasion.



(56)






 




	 	 	 
	10.6	 	
Partnership Shares Agreement may be withdrawn
 
	 	 	
A Partnership Shares Agreement shall take effect in relation to any
Award of Partnership Shares until such time as a Participant notifies the
Company that he no longer wishes to participate.
 
	10.7	 	
Excess salary deductions
 
	 	 	
Any amounts deducted in excess of the amounts permitted must be paid over
to the Participant as soon as practicable.
 
	10.8	 	
Scaling down
 
	 	 	
If the Company receives applications for Partnership Shares in excess of
any maximum specified in accordance with Rule 10.3.6 the amount of
deduction of Partnership Share Money specified by each Participant shall
be reduced pro rata.
 
	10.9	 	
Partnership Share Money held for Eligible Employee
 
	 	 	
Partnership Share Money must subject to rules 11.4 and 14.1 be:




	 	 	 
	10.9.1	 	
paid to the Trustee as soon as practicable; and
 
	10.9.2	 	
held by the Trustee on behalf of a Participant (in an interest bearing
account or otherwise) with:
 
	 	 	
10.9.2.1 an institution authorised under the Banking Act 1987;
 
	 	 	
10.9.2.2 a building society; or
 
	 	 	
10.9.2.3 a relevant European institution





	 	 	 
	 	 	
until it is used to acquire Partnership Shares on a Participant’s behalf.
 
	10.10	 	
Interest on Partnership Share Money
 
	 	 	
The Trustee must account to a Participant for any interest received on
Partnership Share Money held on his behalf.




	 	 	 
	11	 	
INSTRUCTIONS GIVEN DURING ACCUMULATION PERIOD





	 	 	 
	11.1	 	
Variation of salary deductions and intervals
 
	 	 	
Subject to Rules 10.3.2, 10.3.3, 10.3.7, and notwithstanding Rule 10.5.5
a Participant may, with the prior agreement of the Company, vary the
amount and or



(57)






 




	 	 	 
	 	 	
the intervals of the salary deduction authorised under his Partnership
Shares Agreement.
 
	11.2	 	
Notice to suspend salary deductions
 
	 	 	
A Participant may, at any time direct the Company by notice in writing to:




	 	 	 
	11.2.1	 	
suspend the making of Salary deductions; or
 
	11.2.2	 	
recommence the making of Salary deductions




		
	 	under his Partnership Shares Agreement provided always that:




	 	 	 
	11.2.3	 	
the Participant may not permit the Company to make additional Salary
deductions to make up for any Salary deductions which were missed; and
 
	11.2.4	 	
the Participant may only make a direction under Rule 11.2.2 once in any
one Accumulation Period.





	 	 	 
	11.3	 	
Notice to terminate Partnership Shares Agreement
 
	 	 	
A Participant may, at any time notify the Company in writing that he
wishes to terminate his Partnership Shares Agreement.
 
	11.4	 	
Company to give effect to notices




	 	 	 
	11.4.1	 	
Where the Company receives a notice to suspend or terminate deductions
under Rule 11.2 or 11.3, it shall (unless a later date is specified in the
notice) within 30 days of receipt of the notice give effect to the same,
and shall:




	 	 	 	 	 	 	 
	11	 	 	
11.4.1.1
	 	 	cease all further deductions of Partnership Share Money
under the Participant’s Partnership Shares Agreement;
 
	 	 	 	
11.4.1.2
	 	 	in the case of a notice under Rule 11.3 subject to first
complying with Rule 32 pay over to that Participant as soon
as practicable all Salary deductions that have been made
under his Partnership Shares Agreement.




	 	 	 
	11.4.2	 	
When the Company receives a notice to recommence salary deductions under
Rule 11.2 it shall (unless a later date is specified in the notice)
recommence deductions on the date of the first deduction due under the
Partnership Shares Agreement following 30 days after receipt of the
notice.



(58)






 





	 	 	 
	11.5	 	
Partnership Shares Agreement to apply to new holding
 
	 	 	
Where during an Accumulation Period a transaction occurs in relation to
any of the shares to be acquired under a Partnership Shares Agreement
which results in a new holding of Shares being equated with the original
holding for the purposes of capital gains tax and the Participant gives
his consent, the Partnership Shares Agreement shall have effect following
that transaction as if it were an agreement for the purchase of Shares
comprised in the new holding.




	 	 	 
	12	 	
ACQUISITION OF PARTNERSHIP SHARES





	 	 	 
	12.1	 	
Acquisition of Shares by Trustees (no Accumulation Period)
 
	 	 	
After the deduction of Partnership Share Money the Company shall
calculate the number of Partnership Shares to be acquired on behalf of
each Participant by dividing (as nearly as possible) each Participant’s
Partnership Share Money deducted under his Partnership Shares Agreement
by the Partnership Shares Market Value, and notify the Trustee who shall
acquire such shares on behalf of Participants within 30 days of such
deduction.
 
	12.2	 	
Acquisition of Shares by Trustees (with Accumulation Period)




	 	 	 
	12.2.1	 	
After the expiry of the Accumulation Period the Company shall calculate
the number of Partnership Shares to be acquired on behalf of each
Participant by dividing (as nearly as possible) each Participant’s
aggregate Partnership Share Money being Salary deducted under his
Partnership Shares Agreement during the Accumulation Period (together with
any amount carried forward from a previous Accumulation Period by
agreement with the Participant) by the Partnership Shares Market Value and
notify the Trustee who shall acquire such Shares on behalf of Participants
accordingly.
 
	12.2.2	 	
The Trustee shall within 30 days of the end of the Accumulation Period
acquire the number of Shares notified to it in accordance with Rule 12.2.1
which shall be held on behalf of the respective Participant as Partnership
Shares.





	 	 	 
	12.3	 	
Notification of acquisition to Participants
 
	 	 	
As soon as practicable after the Partnership Shares Acquisition Date, the
Trustee shall notify each Participant on whose behalf Partnership Shares
have been acquired of:




	 	 	 
	12.3.1	 	
the number and description of Partnership Shares acquired on his behalf;
 
	12.3.2	 	
the Partnership Shares Acquisition Date;



(59)






 




	 	 	 
	12.3.3	 	
the aggregate amount of the Participant’s Partnership Share Money
applied by the Trustee in acquiring the Partnership Shares; and
 
	12.3.4	 	
the Partnership Shares Market Value.





	 	 	 
	12.4	 	
Salary deductions not invested in Partnership Shares
 
	 	 	
Any Partnership Share Money not used to acquire Partnership Shares shall
be dealt with in accordance with the instructions of the Participant
under Rule 10.5.4.




	 	 	 
	13	 	
TRANSFER OF PARTNERSHIP SHARES BY PARTICIPANT





	 	 	 
	13.1	 	
Participants may request transfer of Partnership Shares
 
	 	 	
A Participant may, at any time after the Partnership Shares Acquisition
Date direct the Trustee by notice in writing to:




	 	 	 
	13.1.1	 	
transfer his Partnership Shares to the Participant; or
 
	13.1.2	 	
transfer his Partnership Shares to some other person named by the
Participant; or
 
	13.1.3	 	
dispose of those Partnership Shares by way of sale and to account for
the proceeds to the Participant or some other person named by the
Participant.





	 	 	 
	13.2	 	
Trustee to comply with request
 
	 	 	
As soon as reasonably practicable, and in any event within 30 days after
receipt of the notice, the Trustee shall comply with the instructions set
out in such notice provided always that it shall first comply with Rules
32 and 33.




	 	 	 
	14	 	
CESSATION OF RELEVANT EMPLOYMENT





	 	 	 
	14.1	 	
Cessation of Relevant Employment prior to the Partnership Shares Acquisition Date




	 	 	 
	14.1.1	 	
Where there is no Accumulation Period and a Participant ceases to be in
Relevant Employment before the Partnership Shares Acquisition Date but
after the deduction of Partnership Share Money he shall be treated as
ceasing to be in Relevant Employment immediately after his Partnership
Shares are Awarded to him.
 
	14.1.2	 	
Where there is an Accumulation Period and a Participant ceases to be in
Relevant Employment during the Accumulation Period the Company shall,
subject to first complying with Rule 32, pay over to that Participant as
soon as reasonably practicable all Salary deductions that have been made
under



(60)






 




	 	 	 
	 	 	
his Partnership Shares Agreement.
 
	14.1.3	 	
Where there is an Accumulation Period and a Participant ceases to be in
Relevant Employment after the final deduction of Partnership Share Money
and before the Partnership Shares Acquisition Date he shall be treated as
ceasing to be in Relevant Employment immediately after his Partnership
Shares are Awarded to him.





	 	 	 
	14.2	 	
Trustee to be notified of cessation of Relevant Employment following the
Partnership Shares Acquisition Date
 
	 	 	
If a Participant ceases to be in Relevant Employment following the
Partnership Shares Acquisition Date then the Company shall within 14 days
inform the Trustee of such cessation.
 
	14.3	 	
Transfer of Partnership Shares on cessation of Relevant Employment
 
	 	 	
Where the Trustee receives a notification under Rule 14.2 then as
soon as reasonably practicable after the receipt of such
notification and in any event within 30 days after the cessation of
the Relevant Employment the Trustee shall transfer the Partnership
Shares to the Participant or as directed by him in writing prior to
the transfer provided always that the Trustee shall first comply
with Rule 33.



(61)






 



PART III – MATCHING SHARES




	 	 	 
	15	 	
NOTIFICATION OF MATCHING SHARES





	 	 	 
	15.1	 	
Relationship to Partnership Shares
 
	 	 	
Where the Executive Compensation Committee have exercised their
discretion under Rule 10.1 they may in their absolute discretion also
determine that an Award of Matching Shares shall be made to those
Eligible Employees who enter into a Partnership Shares Agreement.
 
	15.2	 	
Additional contents of Partnership Shares Agreement
 
	 	 	
Where the Executive Compensation Committee exercise their discretion
under Rule 15.1 then in addition to the requirements set out in Rule 10.5
each Partnership Shares Agreement shall state:




	 	 	 
	15.2.1	 	
the Matching Shares Appropriation Date (which shall be the same as the
Partnership Shares Acquisition Date);
 
	15.2.2	 	
the ratio of Matching Shares to Partnership Shares for this Award of
Partnership Shares which:




	 	 	 	 	 	 	 
		 	 	
15.2.2.1
	 	 	shall not exceed a maximum of two Matching Shares for
every Partnership Share acquired on behalf of the
Participant; and
 
	 	 	 	
15.2.2.2
	 	 	shall be the same ratio for all Participants;




	 	 	 
	15.2.3	 	
the circumstances and manner in which the ratio may be changed by the
Company, and if the Company decides to alter the ratio of Matching Shares
to Partnership Shares prior to the Partnership Share Acquisition Date they
shall notify each Participant affected prior to the Partnership Shares
Acquisition Date;
 
	15.2.4	 	
the Matching Shares Holding Period;
 
	15.2.5	 	
the Forfeiture Period applicable;
 
	15.2.6	 	
that (as determined at the discretion of the Executive Compensation
Committee) the provisions of either Rules 18.3 or 18.4 shall apply to the
Award;
 
	15.2.7	 	
that the individual shall only be entitled to Matching Shares if he
remains an Eligible Employee at the Matching Shares Appropriation Date;
and



(62)






 




	 	 	 
	15.2.8	 	
such additional information not inconsistent with the Rules and the
Trust Deed as the Executive Compensation Committee may from time to time
determine.




	 	 	 
	16	 	
APPROPRIATION OF MATCHING SHARES





	 	 	 
	16.1	 	
Provision of information by the Company to Trustee
 
	 	 	
At the same time as the Company notifies the Trustee pursuant to Rule
12.1 or 12.2 it shall additionally notify the Trustee of the number of
Matching Shares to be Appropriated to each Participant.
 
	16.2	 	
Appropriation of Matching Shares
 
	 	 	
Subject to Rule 24.12 on the Matching Shares Appropriation Date the
Trustee shall Appropriate to each Participant the number of Matching
Shares notified to it under Rule 16.1.
 
	16.3	 	
Notification of Appropriation to Participants
 
	 	 	
At the same time as making a notification pursuant to Rule 12.3 the
Trustee shall notify each Participant to whom Matching Shares have been
Appropriated of:




	 	 	 
	16.3.1	 	
the number and description of the Matching Shares Appropriated to him;
 
	16.3.2	 	
the Matching Shares Appropriation Date;
 
	16.3.3	 	
their Initial Market Value; and
 
	16.3.4	 	
the Matching Shares Holding Period.
 
	17	 	
RESTRICTIONS ON DEALINGS IN, AND PERMITTED TRANSFERS OF MATCHING SHARES 




		
	 	The provisions of Rule 8 shall apply mutatis mutandis to Matching Shares
during the Matching Shares Holding Period as they apply to Free Shares
during the Free Shares Holding Period.




	 	 	 
	18	 	
CESSATION OF RELEVANT EMPLOYMENT AND EARLY WITHDRAWAL OF PARTNERSHIP SHARES





	 	 	 
	18.1	 	
Trustee to be notified of cessation of Relevant Employment
 
	 	 	
If a Participant ceases to be in Relevant Employment then the Company
shall within 14 days inform the Trustee of such cessation and whether the
provisions of Rule 18.3 or 18.4 apply.



(63)






 





	 	 	 
	18.2	 	
Early withdrawal of Partnership Shares
 
	 	 	
Where the Trustee receives a notice under Rule 13.1 before the expiry of
the applicable Forfeiture Period and it has been notified by the Company
that this Rule 18.2 applies, the Trustee shall act in accordance with
Rule 18.4.
 
	18.3	 	
Early transfer of Matching Shares
 
	 	 	
Where the Trustee has been notified by the Executive Compensation
Committee that this Rule 18.3 applies then as soon as reasonably
practicable after the receipt of such notification and in any event
within 30 days after the cessation of the Relevant Employment the Trustee
shall transfer the Matching Shares to the Participant or as directed by
him in writing prior to the transfer provided always that the Trustee
shall first comply with Rule 33.
 
	18.4	 	
Forfeiture of Matching Shares
 
	 	 	
Where the Trustee has been notified by the Executive Compensation
Committee that this Rule 18.4 applies then subject to Rules 18.5 and 18.6
the Participant’s beneficial entitlement to his Matching Shares shall
lapse immediately on his ceasing to be in Relevant Employment before the
end of the Forfeiture Period and he shall cease to have any rights to
such Matching Shares.
 
	18.5	 	
Injury, disability, redundancy, retirement etc
 
	 	 	
Notwithstanding Rule 18.4 if a Participant ceases to be in Relevant
Employment for a reason set out in Rule 9.4, the Trustee shall act in
accordance with Rule 18.3.
 
	18.6	 	
Death
 
	 	 	
If a Participant ceases to be in Relevant Employment by reason of his
death, the Trustee shall act in accordance with Rule 24.5.



(64)






 



PART IV – DIVIDEND SHARES




	 	 	 
	19	 	
PROVISION OF DIVIDEND SHARES





	 	 	 
	19.1	 	
Relationship to Plan Shares
 
	 	 	
The Executive Compensation Committee may in their absolute discretion

direct that:




	 	 	 
	19.1.1	 	
all cash dividends paid in respect of Plan Shares held on behalf of
Participants must be used to acquire further shares on their behalf; or
 
	19.1.2	 	
all cash dividends paid in respect of Plan Shares held on behalf of
Participants may at the election of Participants be used to acquire
further shares on their behalf referred to as Dividend Shares.





	 	 	 
	19.2	 	
Direction revocable
 
	 	 	
The Executive Compensation Committee may at any time revoke any
direction made pursuant to Rule 19.1.
 
	19.3	 	
Dividend not invested in Dividend Shares
 
	 	 	
Where dividends paid in respect of Plan Shares are not required to be
reinvested in Dividend Shares they must be paid over to Participants as
soon as practicable.
 
	19.4	 	
Timing of acquisition of Dividend Shares
 
	 	 	
The Trustee must use any dividends to be used to acquire Dividend Shares
on behalf of Participants within 30 days of the date when they receive
such dividend.
 
	19.5	 	
Participants to be treated equally
 
	 	 	
In exercising its powers in relation to the acquisition of Dividend
Shares the Trustee shall treat all Participants fairly and equally.




	 	 	 
	20	 	
AMOUNT AND TYPE OF DIVIDEND SHARES





	 	 	 
	20.1	 	
Type of Shares to be used as Dividend Shares
 
	 	 	
Dividend Shares shall be of the same class, and carry the same rights as
the Participant’s Plan Shares in respect of which the relevant dividends
were paid and must not be subject to any provision for forfeiture.



(65)






 





	 	 	 
	20.2	 	
Calculation of number of Dividend Shares




	 	 	 
	20.2.1	 	
Subject to Rule 20.2.3, the number of whole Shares to be acquired as
Dividend Shares on behalf of each Participant on each occasion shall be
calculated by taking the aggregate amount of the cash dividends paid on
the Participant’s Plan Shares (together with any amounts carried forward
under Rule 20.3) and dividing this amount (as nearly as possible) by the
Market Value of the Shares on the Dividend Shares Acquisition Date.
 
	20.2.2	 	
The basis for the calculation carried out under this Rule 20.2 shall be
the same for all Participants who are to receive Dividend Shares on that
occasion.
 
	20.2.3	 	
The maximum amount of Dividend Shares acquired pursuant to the Plan or
any other share incentive plans established by the Company or a Connected
Company and approved by the Inland Revenue under Schedule 8 may not exceed
the Relevant Amount.





	 	 	 
	20.3	 	
Dividend amounts carried forward
 
	 	 	
To the extent that a dividend paid in respect of a Participant’s Plan
Shares could not be used to acquire Dividend Shares under Rule 20 then
such amount of the dividend may be retained by the Trustee and, subject
to Rule 20.4, carried forward to be added to the amount of the next cash
dividend to be used to acquire Dividend Shares (and for the purposes of
this Rule 20 shall be treated as used to acquire Dividend Shares before
an amount derived from a later cash dividend) and the Trustee shall keep
records of such amounts to enable it to comply with Rule 20.4.
 
	20.4	 	
Circumstances for payment of cash dividends
 
	 	 	
Any amount retained by the Trustee pursuant to Rule 20.3 shall be
paid in cash as soon as possible to the Participant where:




	 	 	 
	20.4.1	 	
such amount has not been used to acquire Dividend Shares by the third
anniversary of the date on which the dividend was paid; or
 
	20.4.2	 	
the Participant ceases to be in Relevant Employment provided always that
the Trustee shall first comply with Rule 32; or
 
	20.4.3	 	
a plan termination notice is issued in respect of the Plan.



(66)






 




	 	 	 
	21	 	
NOTIFICATION OF ACQUISITION OF DIVIDEND SHARES





	 	 	 
	21.1	 	
As soon as practicable after the Dividend Shares Acquisition Date, the
Trustee shall notify each Participant for whom Dividend Shares have been
acquired of:




	 	 	 
	21.1.1	 	
the Dividend Shares Acquisition Date;
 
	21.1.2	 	
the number and description of Dividend Shares acquired on his behalf;
 
	21.1.3	 	
their Initial Market Value;
 
	21.1.4	 	
the Dividend Shares Holding Period; and
 
	21.1.5	 	
the amount of any dividend carried forward under Rule 20.3.
 
	22	 	
RESTRICTIONS ON DEALINGS IN AND PERMITTED TRANSFERS OF DIVIDEND

SHARES




		
	 	The provisions of Rule 8 shall apply mutatis mutandis to Dividend Shares
during the Dividend Shares Holding Period as they apply to Free Shares
during the Free Shares Holding Period.




	 	 	 
	23	 	
CESSATION OF RELEVANT EMPLOYMENT 





	 	 	 
	23.1	 	
Trustee to be notified of cessation of Relevant Employment
 
	 	 	
If a Participant ceases to be in Relevant Employment then the Company
shall within 14 days inform the Trustee of such cessation.
 
	23.2	 	
Early transfer of Dividend Shares (except on death)
 
	 	 	
When the Trustee receives a notification under Rule 23.1 (other than on
death), and in any event within 30 days after the cessation of the
Relevant Employment, the Trustee shall transfer the Dividend Shares to
the Participant, or as the Participant has directed the Trustee in
writing, received prior to the transfer.
 
	23.3	 	
Early Transfer of Dividend Shares (on death)
 
	 	 	
If a Participant ceases to be in Relevant Employment by reason of his
death then the Trustee shall act in accordance with Rule 24.5.



(67)






 



PART V – GENERAL REQUIREMENTS




	 	 	 
	24	 	
REQUIREMENTS GENERALLY APPLICABLE TO PLAN SHARES





	 	 	 
	24.1	 	
Participants may elect not to participate
 
	 	 	
Notwithstanding any other Rule, a Participant may direct that Shares are
not to be Appropriated to him or acquired on his behalf, by giving
written notice to the Company before the relevant Appropriation date or
acquisition date.
 
	24.2	 	
Individuals eligible for Appropriation
 
	 	 	
No Appropriation or acquisition shall be made to or on behalf of an
individual who has ceased to be an Eligible Employee.
 
	24.3	 	
Shares not Appropriated or forfeited
 
	 	 	
Shares which are not Appropriated nor acquired on behalf of the
Participant or Free Shares or Matching Shares which have been forfeited
under the Rules shall be retained by the Trustee for use under the Plan
on future occasions.
 
	24.4	 	
Shares ceasing to qualify
 
	 	 	
If shares which are held by the Trustee for the purposes of the Plan
cease to be Shares, they shall not be used for the purposes of the Plan.
 
	24.5	 	
Death of Participant




	 	 	 	 	 	 	 
		 	 	
24.5.1
	 	 	Following the death of a Participant, the Trustee shall, as soon
as practicable, transfer the Participant’s Plan Shares to or to the
order of his legal personal representatives.
 
	 	 	 	
24.5.2
	 	 	All references in the Plan to a Participant shall, where the
context requires, be references to the legal personal representative
of the Participant.






	 	 	 
	24.6	 	
Funds to be provided by Participating Companies




	 	 	 
	24.6.1	 	
The Trustee shall acquire by subscription or purchase using monies paid
to it by each relevant Participating Company as soon as practicable after
receiving such monies, the number of Shares to be Appropriated to that
Participating Company’s Participants as Free Shares or Matching Shares;
and
 
	24.6.2	 	
the Trustee shall, if so directed by the Executive Compensation
Committee, acquire by subscription or purchase Shares at any time using
monies paid to it by Participating Companies for future Appropriations of
Shares to, or acquisitions of Shares on behalf of, Eligible Employees.



(68)






 





	 	 	 
	24.7	 	
Shares purchased off market by the Trustee
 
	 	 	
Where the Trustee proposes to purchase Shares otherwise than through the
New York Stock Exchange, the Trustee shall not purchase the Shares for a
price in excess of that for which, in the opinion of the Company’s
brokers, it could purchase those Shares through the New York Stock
Exchange.
 
	24.8	 	
Subscription price
 
	 	 	
Where Shares are subscribed for by the Trustee then the subscription
price for each Share shall be determined by the Executive Compensation
Committee but shall not be less than the higher of:




	 	 	 
	24.8.1	 	
the Market Value of a Share on the day on which the Shares are allotted
to the Trustee; and
 
	24.8.2	 	
the nominal value of a Share.





	 	 	 
	24.9	 	
Rights attaching to subscribed Shares
 
	 	 	
Shares acquired by the Trustee by subscription shall, as to voting,
dividend, transfer and other rights, including those arising on a
liquidation of the Company, rank equally in all respects and as one class
with other issued shares of the same class at the date of subscription
save as regards any rights attaching to such Shares by reference to a
record date prior to the date of such subscription.
 
	24.10	 	
Shares with different rights
 
	 	 	
If the Shares to be Appropriated to, or acquired on behalf of each
Participant, do not carry the same rights as to dividends or otherwise,
the shares appropriated to or acquired on behalf of each Participant
shall (as nearly as possible) contain the same proportions of Shares with
different rights.
 
	24.11	 	
Foreign Dividends
 
	 	 	
Where any foreign cash dividend is received in respect of Plan Shares
held on behalf of a Participant, the Trustee shall give him notice of the
amount of any foreign tax deducted from the dividend before it was paid.
 
	24.12	 	
Timing of contributions to Trustee
 
	 	 	
Monies to be paid by the Participating Companies to the Trustee for the
purchase or subscription of Shares in respect of an Appropriation shall
be paid not later than two dealing days immediately prior to such
relevant Appropriation date.



(69)






 




	 	 	 
	25	 	
LIMIT ON NUMBER OF SHARES AVAILABLE UNDER THE PLAN 





	 	 	 
	25.1	 	
General
 
	 	 	
The number of Shares which are to be available under the Plan shall be
limited as set out in this Rule 25.
 
	25.2	 	
Limits
 
	 	 	
The number of shares in Gannett Co., Inc. that may be issued, and shall
be reserved for issuance pursuant to rights granted under the Plan is up
to 1,000,000 shares of Gannett Co., Inc., which may be authorised and
unissued or treasury shares. The number of shares of stock of Gannett
Co., Inc. subject to the Plan may be adjusted by the Executive
Compensation Committee for stock splits, consolidation and the like.
 
	25.3	 	
Computation
 
	 	 	
For the purpose of the limit contained in Rule 25.2:




	 	 	 
	25.3.1	 	
no account shall be taken of shares which are not new issue shares;
 
	25.3.2	 	
there shall be disregarded any shares subject to rights which have
lapsed, been renounced or otherwise become incapable of being exercised;
and




		
	 	25.3.3 any shares issued on the exercise or vesting of rights shall be
taken into account once only (when the rights are granted) and shall not
fall out of account when the rights are exercised.]




	 	 	 
	26	 	
LIMIT ON FUNDING OF PLAN




		
	 	The maximum amount of funds which may be made available under the Plan in
respect of any Accounting Period shall be determined by the Executive
Compensation Committee taking into account any factors which the
Executive Compensation Committee consider relevant.



(70)






 








	 	 	 
	27	 	
PERMITTED DEALINGS IN PLAN SHARES





	 	 	 
	27.1	 	
A Participant shall be entitled at any time to direct the Trustee:




	 	 	 
	27.1.1	 	
to accept an offer for any of his Plan Shares if the acceptance will
result in a new holding being equated with the original shares for the
purposes of capital gains tax; or
 
	27.1.2	 	
to accept an offer of a Qualifying Corporate Bond, whether alone or with
cash or other assets or both, for his Plan Shares if the offer forms part
of a general offer as referred in Rule 27.1.3; or
 
	27.1.3	 	
to accept an offer of cash, with or without other assets, for his Plan
Shares if the offer forms part of a general offer which is made to holders
of shares of the same class as his Plan Shares or of shares in Gannett
Co., Inc. and which is made in the first instance on a condition such that
if it is satisfied the person making the offer will have control of
Gannett Co., Inc. within the meaning of section 416 of ICTA 1988; or
 
	27.1.4	 	
to agree a transaction affecting his Plan Shares, or such of them as are
of a particular class, if the transaction would be entered into pursuant
to a compromise, arrangement or scheme applicable to or affecting:




	 	 	 	 	 	 	 
		 	 	
27.1.4.1
	 	 	all the ordinary share capital of Gannett Co., Inc. or,
as the case may be, all the shares of the class in question;
or
 
	 	 	 	
27.1.4.2
	 	 	all the shares, or all the shares of the class in
question, which
are held by a class of shareholder identified otherwise
than by reference to their employment or their
participation in the Plan or any other approved share
incentive plan.




	 	 	 
	28	 	
RECEIPTS BY THE TRUSTEE




		
	 	Subject to Rule 32, the Trustee shall pay or transfer to a Participant
any money or money’s worth it receives in respect of, or by reference to,
the Participant’s Plan Shares unless it is a Capital Receipt which forms
part of a new holding referred to in Rule 30, provided that the Trustee
shall not distribute any Capital Receipt to a Participant if the amount
payable to that Participant would be less than £3.



(71)






 








	 	 	 
	29	 	
EXERCISE OF VOTING RIGHTS ATTACHING TO PLAN SHARES





	 	 	 
	29.1	 	
Trustee to notify Participants of resolutions
 
	 	 	
In the event of a general meeting of the Company or any separate general
meeting of the holders of shares which include Plan Shares the Trustee
shall notify each Participant of any resolution of which the Trustee has
received notification and shall invite each Participant to direct the
Trustee how to vote.
 
	29.2	 	
Participant to instruct Trustee how to vote
 
	 	 	
Following notification pursuant to Rule 29.1, the Participant or other
person in whom the beneficial interest in the Plan Shares is for the time
being vested, may instruct the Trustee how to exercise the voting rights
carried by the Plan Shares:




	 	 	 
	29.2.1	 	
the Trustee shall not be obliged to attend the general meeting and may
exercise the voting rights either personally or by proxy;
 
	29.2.2	 	
in the case of “any other business” at an annual general meeting of
Gannett Co., Inc., the Trustee shall be entitled to vote (or refrain from
voting) as it thinks fit;
 
	29.2.3	 	
on a show of hands, the Trustee shall not vote unless all directions
received from the Participants concerned in respect of the particular
resolution are identical; and
 
	29.2.4	 	
on a poll, the Trustee shall vote or lodge proxy cards only in
accordance with the directions of each Participant, which directions must
have been returned to the Trustee in accordance with the instructions
accompanying the notification. In the absence of any such direction the
Trustee shall abstain from voting.





	 	 	 
	29.3	 	
Notification of Participants’ directions to Trustee to be in writing
 
	 	 	
Any direction given by a Participant to the Trustee pursuant to Rule 29.2
shall be in writing under the hand of the Participant and shall not be
binding upon the Trustee unless it has been deposited at the registered
office of the Company not less than 96 hours before the time for the
holding of the meeting.




	 	 	 
	30	 	
COMPANY RECONSTRUCTIONS





	 	 	 
	30.1	 	
New holdings of Shares
 
	 	 	
Subject to Rule 30.2, where there occurs in relation to a Participant’s
Plan Shares a company reconstruction which results in a new holding, or
would result in a new



(72)






 




	 	 	 
	 	 	
holding were it not for the fact that the new holding consists of or
includes a Qualifying Corporate Bond:




	 	 	 
	30.1.1	 	
the company reconstruction shall be treated as not involving a disposal
of the Plan Shares comprised in the original holding;
 
	30.1.2	 	
references in the Rules to a Participant’s Plan Shares shall be
construed, after the date of the company reconstruction, as being
references to the shares comprised in the new holding;
 
	30.1.3	 	
such new holding shall be deemed to have been Appropriated to or
acquired on behalf of the Participant on the date the original holding was
Appropriated to or acquired by him and shall be held by the Trustee on the
same terms.




	 	 	 
	30.2	 	
Meaning of “new holding"
 
	 	 	
For the purpose of Rule 30.1:




	 	 	 
	30.2.1	 	
in the context of a new holding, any reference in this Rule 30 to shares
includes a reference to securities and rights of any description which
form part of the new holding for the purpose of Chapter II of Part IV to
Taxation of Chargeable Gains Act 1992; and
 
	30.2.2	 	
an issue of shares of any of the following descriptions (in respect of
which a charge to income tax arises) made as part of a company
reconstruction shall not be treated as forming part of a new holding:




	 	 	 	 	 	 	 
		 	 	
30.2.2.1
	 	 	redeemable shares or securities issued as mentioned in
section 209(2)(c) ICTA 1988;
 
	 	 	 	
30.2.2.2
	 	 	share capital issued in circumstances such that section
210(1) ICTA 1988 applies;
 
	 	 	 	
30.2.2.3
	 	 	share capital to which section 249 ICTA 1988 applies.




	 	 	 
	31	 	
RIGHTS ISSUES




	 	 	 
	31.1	 	
Application of rule
 
	 	 	
This Rule 31 applies to rights attaching to a Participant’s Plan Shares
to be allotted, on payment, other shares, securities or rights of any
description (together referred to as “Rights”).



(73)






 




	 	 	 
	31.2	 	
Trustee to provide information to Participants
 
	 	 	
The Trustee shall, inform each Participant of any Rights arising in
respect of Plan Shares and shall either send the Participant a copy of
the document relating to the Rights or sufficient details to enable the
Participant to act in accordance with Rule 31.3.
 
	31.3	 	
Participants to give written directions to Trustee
 
	 	 	
The Trustee shall deal with the Rights only pursuant to a written
direction given by, or on behalf of, the Participant or any person in
whom the beneficial interest in the Plan Shares is for the time being
vested. Such written direction must be received by the Trustee before
the expiry of four days before the closing date for acceptance of the
Rights offer or within such other time limit set at the absolute
discretion of the Trustee, and may direct the Trustee:




	 	 	 
	31.3.1	 	
to take up all or part of the Rights provided that such instruction is
accompanied by payment in cash of the amount necessary to exercise such
rights; or
 
	31.3.2	 	
to sell all of the Rights; or
 
	31.3.3	 	
to sell such part of the Rights as enables the Trustee to use the
proceeds of sale to exercise entitlement to the remaining Rights of the
Participant.




	 	 	 
	31.4	 	
Cash amounts arising to be dealt with by Trustee
 
	 	 	
Any cash arising from the disposal of the Rights (except insofar as it is
used to exercise such Rights in accordance with Rule 31.3.3) shall be
dealt with by the Trustee in accordance with Rule 28.
 
	31.5	 	
Failure by Participant to give any direction
 
	 	 	
If a Participant fails to give any direction under Rule 31.3, or has not
otherwise authorised the Trustee, or fails to pay any appropriate amount
of cash, then the Trustee shall take no action in respect of the Rights
associated with that Participant’s Plan Shares.




	 	 	 
	32	 	
DUTY TO ACCOUNT FOR PAYE ON CASH AMOUNTS




	 	 	 
	32.1	 	
Trustee to make payments
 
	 	 	
The Trustee shall withhold from:




	 	 	 
	32.1.1	 	
a Capital Receipt;
 
	32.1.2	 	
any monies returned to individuals under Rules 10, 11 and 12; and



(74)






 




	 	 	 
	32.1.3	 	
the proceeds of a disposal of Plan Shares by the Trustee in accordance
with a direction from a Participant (except in so far as the proceeds are
used to take up Rights in accordance with Rule 31.3.3)




		
	 	        an amount equal to any income tax and employee’s national insurance
contributions chargeable on such sum.




	 	 	 
	32.2	 	
Trustee to deal with PAYE deductions




	 	 	 
	32.2.1	 	
The Trustee shall if it is responsible for operating PAYE and deducting
national insurance contributions in relation to such sum as is referred to
in Rule 32.1, retain it, or if it is not so responsible pay such sum to
one or more Participating Companies in proportion to their respective
obligations to operate PAYE in relation to such sum.
 
	32.2.2	 	
If there is no Participating Company for the purposes of Rule 32.2.1 the
Trustee shall deduct income tax at the basic rate for the time being in
force and employees’ national insurance contributions as if the
Participant were a former employee of the Trustee.
 
	33	 	
DUTY TO ACCOUNT FOR PAYE ON TRANSFERS OF ASSETS




	 	 	 
	33.1	 	
Trustee to make PAYE deductions
 
	 	 	
Where under any Rule the Trustee is to transfer to a Participant:




	 	 	 
	33.1.1	 	
Free Shares prior to the fifth anniversary of the Free Shares
Appropriation Date;
 
	33.1.2	 	
Partnership Shares prior to the fifth anniversary of the Partnership
Shares Appropriation Date; or
 
	33.1.3	 	
Matching Shares prior to the fifth anniversary of the Matching Shares
Appropriation Date




	 	 	 
	 	 	
the Trustee shall unless otherwise provided with funds from the
Participant to meet any liability for income tax and/or employee’s
national insurance contributions, dispose of a sufficient number of the
Participant’s Plan Shares ( for the best consideration in money that can
reasonably be obtained at the time of sale), the proceeds of which shall
(as far as possible) be equal to any income tax and/or employees’
national insurance contributions chargeable on the Plan Shares to be
transferred and for which the Trustee or a Participating Company is
required to make a PAYE deduction.



(75)






 




	 	 	 
	33.2	 	
Trustee to deal with PAYE deductions
 
	 	 	
The Trustee and/or a Participating Company shall account to the Board of
Inland Revenue for any income tax and/or employees’ national insurance
contributions referred to in Rule 33.1 and shall pay over to the
Participant the difference (if any) between the proceeds from the
disposal of his Plan Shares under Rule 33.1 and the amount due.
 
	34	 	
APPORTIONMENT OF CAPITAL RECEIPTS
 
	34.1	 	
Treatment of Capital Receipts
 
	 	 	
If the Trustee receives any Capital Receipt in respect of, or by
reference to, any Plan Shares held on behalf of more than one
Participant, then, if and to the extent that such Capital Receipt cannot
be precisely divided between such Participants in the appropriate
proportions:




	 	 	 
	34.1.1	 	
to the extent that it is money’s worth, the Trustee shall sell it for
the best possible consideration in money that can reasonably be obtained
and shall divide the proceeds of sale (after deducting any expenses of
sale and any taxation which may be payable by the Trustee) among the
Participants in question; and
 
	34.1.2	 	
to the extent that it is money the Trustee’s obligations under this Rule
34 shall be deemed to be discharged if the Trustee pays to each
Participant the appropriate amount, rounded down to the nearest penny.




	 	 	 
	34.2	 	
Trustee to inform Participants
 
	 	 	
The Trustee shall inform each Participant in respect of whose Plan Shares
the Capital Receipt was received of the treatment thereof for income tax
purposes.




	 	 	 
	35	 	
TERMINATION OF PLAN




	 	 	 
	35.1	 	
Company may terminate Plan
 
	 	 	
The Company (with approval by the Executive Compensation Committee) may
at any time decide to terminate the Plan and if it does so must issue a
plan termination notice in accordance with paragraph 120 of Schedule 8
copies of which shall be given without delay to:




	 	 	 
	35.1.1	 	
the Inland Revenue;
 
	35.1.2	 	
the Trustee; and
 
	35.1.3	 	
each Participant.



(76)






 




	 	 	 
	35.2	 	
Consequences of termination of Plan
 
	 	 	
If the Company issues a plan termination notice in accordance with Rule 35.1:




	 	 	 	 	 	 	 
		 	 	
35.2.1
	 	 	no further Awards may be made under the Plan;
 
	 	 	 	
35.2.2
	 	 	the Trustees shall remove any Plan Shares from the Plan in
accordance with paragraph 121 of Schedule 8; and
 
	 	 	 	
35.2.3
	 	 	any Partnership Share Money held on behalf of a Participant must
be paid to him as soon as practicable thereafter.





	 	 	 
	35.3	 	
Inland Revenue withdrawal of Plan approval
 
	 	 	
If Inland Revenue approval of the Plan is withdrawn any Partnership Share
Money held on behalf of an Participant must be paid to him as soon as
practicable thereafter.




	 	 	 
	36	 	
SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS




		
	 	Where Shares are transferred to the Trustee in accordance with paragraph
76 of Schedule 8, they shall award such Shares only as Free and Matching
Shares, and in priority to other available Shares.




	 	 	 
	37	 	
NOTICES





	 	 	 
	37.1	 	
Notice by Company, a Participating Company or the Trustee
 
	 	 	
Any notice, document or other communication given by, or on behalf of the
Company, a Participating Company or the Trustee to any person in
connection with the Plan shall be deemed to have been duly given if
delivered to him at his place of work, if he is employed by a
Participating Company, or sent through the post in a pre paid envelope to
the address last known to the Company to be his address and, if so sent,
shall be deemed to have been duly given on the date of posting.
 
	37.2	 	
Deceased Participant
 
	 	 	
Any notice, document or other communication given to a Participant shall
be deemed to have been duly given notwithstanding that such person is
then deceased (and whether or not the Company or Trustee has notice of
his death) except where his personal representatives have established
their title to the satisfaction of the Company or Trustee as appropriate
and supplied to the Company and the Trustee an address to which notices,
documents and other communications are to be sent.



(77)






 





	 	 	 
	37.3	 	
Notice to Company or Trustee
 
	 	 	
Any notice, document or other communication given to the Company, a
Participating Company or the Trustee in connection with the Plan shall be
delivered or sent through the post to the Company secretary at the
Company’s registered office or such other address as may from time to
time be notified to Eligible Employees or Participants but shall not in
any event be deemed to be duly given unless it is actually received at
such address.
 
	37.4	 	
Trustee to distribute Company documentation
 
	 	 	
If the Trustee receives any annual or interim report, notice of meeting,
circular, letter of offer or other documentation (excepting a dividend
warrant or a document of title to shares, securities or rights) relating
to any Plan Shares, the Trustee may, as soon as reasonably practicable,
send, or procure the sending of, a copy of such document to each
Participant on behalf of whom such Plan Shares are held.
 
	37.5	 	
Notification of liability to income tax
 
	 	 	
Where a Participant has become liable to income tax in relation to the
Plan under any relevant provision of ICTA 1988 the Trustee shall, if so
requested, inform the Participant of any fact material to determining
that liability as soon as reasonably practicable.




	 	 	 
	38	 	
FRACTIONAL ENTITLEMENTS 





	 	 	 
	38.1	 	
If, on a company reconstruction, the Trustee receives a share or other
security fractions of which would be treated as comprised in two or more
Participants’ Plan Shares:




	 	 	 
	38.1.1	 	
it shall not form part of any new holding for the purpose of Rule 30;
 
	38.1.2	 	
Rule 34 shall apply to it.




	 	 	 
	39	 	
PROTECTION OF THE TRUSTEE




		
	 	Any sale by the Trustee of shares, securities or rights which is effected
through a member of the London Stock Exchange acting in the ordinary
course of his business shall be presumed to have been made for the best
consideration that could reasonably be obtained at the time of the sale.



40                            APPLICATION FOR LISTING OR ADMISSION TO TRADING OF PLAN SHARES


(78)






 




		
	 	While Shares are listed on the New York Stock Exchange Gannett Co., Inc.
shall, at its expense, make application for, and use its reasonable
endeavours to obtain listing on the New York Stock Exchange for Plan
Shares.




	 	 	 
	41	 	
RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT





	 	 	 
	41.1	 	
Notwithstanding any other provision of this Plan:




	 	 	 
	41.1.1	 	
the Plan or benefits available under the Plan shall not form part of any
contract of employment between any Participating Company and an Eligible
Employee;
 
	41.1.2	 	
unless expressly so provided in his contract of employment, an Eligible
Employee has no right to an Appropriation;
 
	41.1.3	 	
the benefit to an Eligible Employee of participation in the Plan shall
not form any part of his remuneration or count as his remuneration for any
purpose and shall not be pensionable; and
 
	41.1.4	 	
if an Eligible Employee ceases to have a Relevant Employment, he shall
not be entitled to compensation for the loss of any right or benefit or
prospective right or benefit under the Plan whether by way of damages for
unfair dismissal, wrongful dismissal, breach of contract or otherwise.




	 	 	 
	42	 	
ALTERATIONS




		
	 	No modification, alteration, or amendment to these Rules shall be made
except in accordance with clause 22 of the Trust Deed.



(79)







 





     SCHEDULE 2


     LIST OF PARTICIPATING COMPANIES




	 	 	 	 	 	 	 
	Name	 	Registered Office	 	Company Number
	
	 	
	 	

	Newsquest Media (Southern) plc	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	1350	 
	Newsquest (London) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3105111	 
	Newsquest (Essex) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3102787	 
	Newsquest (Midlands South)

Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3104052	 
	Newsquest (Lancashire) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3102566	 
	Newsquest (Oxfordshire) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223511	 
	Newsquest (Bradford) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223515	 
	Newsquest (North East) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223496	 
	Newsquest (Sussex) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223499	 
	Newsquest (Kendal)	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223761	 
	Newsquest (Wiltshire) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223507	 
	Newsquest (York) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3223271	 
	Newsquest

(Cheshire/Merseyside) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3103884	 
	Newsquest Media Group Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	1676637	 



(80)






 




	 	 	 	 	 	 	 
	Newsquest Printing (Worcester)

Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3104055	 
	Newsquest Printing (Lostock)

Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3104061	 
	Newsquest Printing

(Colchester) Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	3104066	 
	Southernprint (Web Offset)

Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	01085192	 
	Southern Binders Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	01334245	 
	Southern Magazines Limited	 	
Newspaper House, 34-44
London Road

Morden, Surrey, SM4 5BR
	 	 	2231405	 




(81)