GANNETT CO., INC. DEFERRED COMPENSATION PLAN
Amendment No. 2 to January 1, 1997 Restatement
This Amendment No. 2 to the Restated Gannett Co., Inc. 1987 Deferred Compensation Plan (the "Plan") is
adopted pursuant to the action of the Executive Compensation Committee of the Board of Directors of the
Company on July 26, 1999, and is effective on that date.
1. Section 1.1 is amended by adding the following new sentence immediately after the first sentence thereof:
The term "Compensation" also shall include (1) ordinary income that arises upon the exercise of a stock option as
more fully described in Section 2.11; and (2) such other forms of taxable income derived from the performance
of services for the Company as may be designated by the Deferred Compensation Committee and which may be
deferred pursuant to such special terms and conditions as the Committee may establish.
2. Section 2.5(a) is amended by adding the following new paragraph at the end:
Notwithstanding the foregoing, in his or her first year of eligibility an employee or Director may make a deferral
election within 30 days of first becoming eligible. This initial deferral may relate only to Compensation attributable
to the period following the deferral election.
3. Section 2.9(g) is amended by adding the following new paragraph:
A Participant with a financial need that fails to meet the unforeseeable emergency standard may elect to withdraw
funds from the Participant's Deferred Compensation Account prior to the date specified in the Participant's
election form subject to the following conditions: (1) premature withdrawals may be made only in a lump sum and
only in an amount in excess of $10,000; (2) only one premature withdrawal may be made in a calendar year; (3)
the Participant must suspend further deferrals for the remainder of the calendar year of the withdrawal; and (4)
ten percent of the amount withdrawn shall be irrevocably forfeited to the Company.
4. Article 2.0 is amended by adding the following new Section 2.11: