GANNETT CO., INC.
DEFERRED COMPENSATION PLAN
Amendment No. 5 to the January 1, 1997 Restatement
Pursuant to Section 3.5 of the Plan, the Committee hereby amends the
Plan, effective December 1, 2000:
1. The following Section 1.2 is hereby added following Section
1.1 of the Plan:
1.2 Certain Definitions
This Plan shall apply to compensation earned under the 1978
Long-Term Incentive Plan, the 2001 Omnibus Incentive
Compensation Plan, and successor plans. The term "SIRs" used
in this Plan also includes restricted stock awards issued
under any such plan. The phrases "Committee" or "Deferred
Compensation Committee" used in this Plan mean the Benefit
Plans Committee.
2. The last sentence of Section 2.3 is hereby deleted in its
entirety.
3. Section 3.3 is hereby deleted in its entirety and replaced
with the following:
3.3 Business Days
In the event any date specified herein falls on a Saturday,
Sunday, or legal holiday, such date shall be deemed to refer
to the next business day thereafter or such other date as may
be determined by the Committee in the reasonable exercise of
its discretion.
4. Section 3.4 is hereby deleted in its entirety and replaced
with the following:
3.4 Administration
This Plan shall be administered by the Committee, which shall
consist of employees of the Company appointed by the Chief
Executive Officer. The Committee has sole discretion to
interpret the Plan and to determine all questions arising in
the administration, interpretation, and application of the
Plan. The Committee's powers include the power, in its sole
discretion and consistent with the terms of the Plan, to
determine who is eligible to participate in this Plan, to
determine the eligibility for and the amount of benefits
payable under the Plan, to determine when and how amounts are
allocated to a Participant's Deferred Compensation Account,
to establish rules for determining when and how elections can
be made, to adopt any rules relating to administering the
Plan and to take any other action it deems appropriate to
administer the Plan. The Committee may delegate its
authority hereunder to one or more persons. Whenever the
value of a Deferred Compensation Account is to be determined
under this Plan as of a particular date, the Committee may
determine such value using any method that is reasonable, in
its discretion. Whenever payments are to be made under this
Plan, such payments shall begin within a reasonable period of
time, as determined by the Committee, and no interest shall
be paid on such amounts for any reasonable delay in making
the payments.
5. Section 3.7(b) is hereby amended by replacing "may" with
"shall" in the first sentence and the following is added at the end of such
Section:
"Notwithstanding any provision in the Plan to the contrary,
following a change of control, any act, determination or
decision of the Company, Committee or independent fiduciary,
as applicable, with regard to the administration,
interpretation and application of the Plan must be
reasonable, as viewed from the perspective of an unrelated
party and with no deference paid to the actual act,
determination or decision of the Company, Committee or
independent fiduciary. Furthermore, following a change in
control, any decision by the Company, Committee, or
independent fiduciary, as applicable, shall not be final and
binding on a Participant. Instead, following a change in
control, if a Participant disputes a decision of the Company,
Committee or independent fiduciary relating to the Plan and
pursues legal action, the court shall review the decision
under a "de novo" standard of review."
6. The following Section 3.8 is hereby added following Section
3.7 of the Plan:
3.8 Claims
The Committee shall maintain a procedure under which any
Participant (hereinafter called "claimant") whose claim for
benefits under the Plan has been denied will receive written
notice which clearly sets forth the specific reason or
reasons for such denial, the specific plan provision or
provisions on which the denial is based, any additional
information necessary for the claimant to perfect the claim,
if possible, and an explanation of why such additional
information is needed, and any explanation of the Plan's
claims review procedure. Such procedure shall allow a
claimant 60 days after receipt of the written notice of
denial to request a review of such denied claim, and the
Committee shall make its decision based on such review within
60 days (120 days if special circumstances require more time)
of its receipt of the request for review. The decision on
review shall be in writing and shall clearly describe the
reasons for the Committee's decision. The decisions of the
Committee shall be final and binding on the Participant.
7. The following Article 4.0 is hereby added following Section
3.8 of the Plan.
4.0 EMPLOYEES OF PARTICIPATING AFFILIATES.
4.1 Eligibility of Employees of Affiliated Companies
If the Committee allows it in any individual case, this Plan
is also available to officers and employees of a corporation,
partnership or other entity that is directly or indirectly
controlled by the Company, provided that such officer or
employee resides in the United States and is specifically
designated as eligible by the Committee. An entity that is
directly or indirectly controlled by the Company and employs
an individual who is a Participant is hereinafter referred to
as a "Participating Affiliate".
4.2 Compensation from Participating Affiliates
With respect to Participants who are employed by
Participating Affiliates, "Compensation" as used in this Plan
shall include all or part of their salary, bonus and/or
shares of Gannett common stock issued pursuant to "SIRs",
ordinary income that arises upon the exercise of a stock
option as more fully described in Section 2.12, and such
other forms of taxable income derived from the performance of
services for the Company or any Participating Affiliate (as
defined in Section 4.1) as may be designated by the Committee
and which may be deferred pursuant to such special terms and
conditions as the Committee may establish.
4.3 Rights Subject to Creditors
The right of any Participant who is employed by a
Participating Affiliate to receive future payments under the
provisions of the Plan shall be a contractual obligation of
the Company and the Participating Affiliate at the time the
Participant elects to defer compensation. Such a
Participant's right to receive future payments is subject to
the claims of the creditors of the Company and the
Participating Affiliates in the event of the Company's or any
Participating Affiliate's insolvency or bankruptcy as
provided in the trust agreement. Plan assets may, in the
Committee's discretion, be placed in a trust but will
nevertheless continue to be subject to the claims of the
Company's and the Participating Affiliates' creditors in the
event of the Company's or any Participating Affiliate's
insolvency or bankruptcy as provided in the trust agreement.
In any event, the Plan is intended to be unfunded under Title
I of ERISA. If the Committee so permits, Participating
Affiliates may also contribute assets to the Rabbi Trust in
connection with their Plan obligations under this Article.
If, at the election of the Committee, such contributions are
not separately accounted for through subtrusts, segregated
accounts, or similar arrangements, Plan assets held by the
Rabbi Trust will be subject to the claims of the
Participating Affiliates' creditors in the event of any
Participating Affiliate's insolvency or bankruptcy as
provided in the trust agreement.
4.4 Certain Distributions
Notwithstanding any Payment Commencement Date or Method of
Payment selected by a Participant employed by a Participating
Affiliate, if such a Participant ceases to be employed by the
Company or a Participating Affiliate other than (i) at or
after early or normal retirement pursuant to a retirement
plan of the Company, (ii) by reason of the Participant's
death, or (iii) by reason of the Participant's total
disability the Committee, in its sole discretion, shall
determine whether to distribute such Participant's benefits
in the form of five annual installment payments, or as a lump
sum. In either case, such payment shall begin within a
reasonable period of time following the termination of
employment.
4.5 Assignability
The benefits payable under this Plan to an employee of a
Participating Affiliate shall not revert to the Company or
Participating Affiliate or be subject to the Company's or
Participating Affiliate's creditors prior to the Company's or
Participating Affiliate's insolvency or bankruptcy, nor,
except pursuant to will or the laws of descent and
distribution, shall they be subject in any way to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any
kind by the Participant, the Participant's beneficiary or the
creditors of either, including such liability as may arise
from the Participant's bankruptcy.
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be
executed by its duly authorized officer as of July 24, 2001.
GANNETT CO., INC.
/s/ Richard L. Clapp
_____________________________________
By: Richard L. Clapp
Senior Vice President
Human Resources