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Exhibit 4.5

GANNETT CO., INC.

2015 DEFERRED COMPENSATION PLAN

RULES FOR PRE-2005 DEFERRALS

Amendment No. 4

Gannett Co., Inc. (the “Company”) hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, Rules for Pre-2005 Deferrals, as amended (the “Plan”), as follows:

1.             Effective as of the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., the Company, Arctic Holdings LLC, and Arctic Acquisition Corp., Section 1.1 is amended by adding the following to the end thereof:

On the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019 (the “Merger Agreement”), by and among New Media Investment Group Inc., a Delaware corporation (the “Parent”), the Company, Arctic Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation.  Pursuant to the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the merger (the “Merger Effective Time”) (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 shares of a Parent common stock, with cash being paid in lieu of any fractional shares.  On the Merger Date, Parent will be renamed “Gannett Co., Inc.”.  As a consequence of the merger, the Gannett stock fund shall continue to be called the Gannett stock fund but such fund will be deemed to be invested in Parent common stock, not Company common stock.  From and after the Merger Effective Time, references herein to Company stock, Company common stock or similar references shall refer to Parent common stock.

2.             Effective as of the Merger Date, Section 2.6 is amended by adding the following new subsection (e) to the end thereof:

IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of November 18, 2019.

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Exhibit 4.12

GANNETT CO., INC.

2015 DEFERRED COMPENSATION PLAN

RULES FOR POST-2004 DEFERRALS

Amendment No. 6

Gannett Co., Inc. (the “Company”) hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, Rules for Post-2004 Deferrals, as amended (the “Plan”), as follows:

1.             Effective as of the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., the Company, Arctic Holdings LLC, and Arctic Acquisition Corp., Section 1.1 is amended by adding the following to the end thereof:

On the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019 (the “Merger Agreement”), by and among New Media Investment Group Inc., a Delaware corporation (the “Parent”), the Company, Arctic Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation.  Pursuant to the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the merger (the “Merger Effective Time”) (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 shares of Parent common stock, with cash being paid in lieu of any fractional shares.  On the Merger Date, Parent will be renamed “Gannett Co., Inc.”.  As a consequence of the merger, the Gannett stock fund shall continue to be called the Gannett stock fund but such fund will be deemed to be invested in Parent common stock, not Company common stock.  From and after the Merger Effective Time, references herein to Company stock, Company common stock or similar references shall refer to Parent common stock.

2.             Effective as of the Merger Date, Section 2.6 is amended by adding the following new subsection (e) to the end thereof:

IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of November 18, 2019.

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Exhibit 4.16

GANNETT CO., INC.

401(K) SAVINGS PLAN

(As Amended and Restated Effective January 1, 2019)

Effective June 1, 1990, Gannett Co., Inc. established the Gannett Co., Inc. 401(k) Savings Plan (the “Plan”) for the benefit certain of its employees.  The Plan has been amended and restated multiple times since its adoption.  The most recent restatement was effective as of June 10, 2015.  This restatement is effective as of January 1, 2019.

In 2015, Gannett Co., Inc. separated its digital/broadcast and publishing businesses into two separate publicly traded companies.  The separation occurred when Gannett Co., Inc. contributed its publishing businesses to a newly formed subsidiary, Gannett SpinCo, Inc., and distributed the stock of Gannett SpinCo, Inc. to its shareholders (the “Spin-off”).  In connection with the Spin-off, Gannett SpinCo, Inc. was renamed “Gannett Co., Inc.” (the “Company”).  Gannett Co., Inc. was renamed “TEGNA Inc.” (the “Prior Company”) and continued the digital/broadcast businesses.  The Prior Company sponsors a 401(k) plan for its digital/broadcast businesses (the “TEGNA Plan”).

Effective as of the date of the Spin-off (the “Distribution Date”), the Company assumed sponsorship of the Plan.  In connection with the Spin-Off, the Company entered into that certain Employee Matters Agreement with the Prior Company (the “Employee Matters Agreement”).  As provided in the Employee Matters Agreement, the Prior Company has designated certain “Parent Group Employees” and “Former Parent Group Employees” (as such terms are defined in the Employee Matters Agreement) as of June 10, 2015 (the “TEGNA Participation Date”) to commence participation in the TEGNA Plan and cease participation in this Plan as of the TEGNA Participation Date.  Effective immediately prior to the Distribution Date, all other Parent Group Employees and Former Parent Group Employees shall cease to be participants in the Plan.

The liabilities and account balances of the Parent Group Employees and Former Parent Group Employees in the Plan were transferred to the TEGNA Plan in accordance with the terms of the Employee Matters Agreement.  Parent Group Employees were not entitled to receive Company Transition Contributions and Company Sliding Scale Contributions under this Plan for 2015.

The Employee Matters Agreement may be used as an aid in interpreting the terms of the transitions described above.  Notwithstanding any other provision of this Plan or the TEGNA Plan, no Participant shall be entitled to duplicate benefits under both such Plans with respect to the same period of service or compensation.

By separate agreement, the Employer has established a Trust to hold the assets of the Plan.  This Plan is intended to be qualified as a cash or deferred profit sharing plan under sections 401(a) and 401(k) of the Internal Revenue Code (the “Code”).  The portion of the Plan invested in the Gannett Stock Fund by Participants who are or were employed by the Company, the Prior Company or their Participating Affiliates that are member of the Company’s or Prior Company’s “controlled group of corporations” (as defined under Code section 409(l)(4)) is intended to be qualified as a stock bonus employee stock ownership plan under Code section 4975(e)(7) (the “ESOP”).  Accordingly, the ESOP consists of the portions of all such Participants’ Safe Harbor Matching Contribution Accounts, Employer Matching Contribution Accounts, Employer Nonelective Contribution Accounts, Employee Tax-Deferred Contribution Accounts, Employee Roth Contribution Accounts, Rollover Accounts and other accounts that are invested in the Gannett Stock Fund.  The ESOP portion of the Plan is designed to be invested primarily in “employer securities” as this term is defined in Code section 409(l).

Effective January 1, 2019, the Plan is amended and restated in its entirety as hereinafter set forth to reflect the provisions of the Plan as of that date.

Table of Contents

ARTICLE I

DEFINITIONS

Notwithstanding the foregoing, Compensation does not include: (i) contributions (other than elective contributions described in section 402(e)(3)) made by the Employer to a plan of deferred compensation to the extent that the contributions are not includible in the gross income of the employee for the taxable year in which contributed; (ii) any distributions from a plan of deferred compensation (whether or not qualified), regardless of whether such amounts are includible in the gross income of the employee when distributed; (iii) amounts realized from the exercise of a nonstatutory option or when restricted stock or other property held by an employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iv) amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option; (v) other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the employee and are not salary reduction amounts that are described in Code sections 125 or 132(f)(4)); (vi) other items of remuneration that are similar to any of the items listed in paragraphs (i) through (v); (vii) the following items (even if includible in gross income): reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits; and (viii) awards (other than annual cash bonus awards) under the Company’s 2015 Omnibus Incentive Compensation Plan, or a successor plan. Compensation also does not include severance pay or other post-termination compensation that is not includible under Treasury Regulation section 1.415(c)-2(e).

The annual compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code.

This definition of Compensation is intended to qualify as a “safe harbor” definition of Compensation within the meaning of Treasury Regulation section 1.414(s)-1(c) and shall be interpreted with that intent.

Service will be credited for any employment with any Affiliated Company.  Service will also be credited for any individual required under Code section 414(n) or Code section 414(o) to be considered an Employee of any member of the group of Affiliated Companies

Hours of Service shall be credited to the computation period in which the services were performed, the period for which payments are made when no services are performed, or the period to which back pay awards relate, whichever is applicable.  Hours of Service pursuant to maternity/paternity leave shall be credited to the Employee in the computation period in which the absence from work begins only if the additional hours afforded would prevent the Participant from incurring a one year Break in Service; otherwise these hours shall be credited to the Participant in the computation period immediately following the date the Participant begins his absence from work.  The crediting of Hours of Service for reasons other than the performance of services and the crediting of Hours of Service to computation periods shall be made in accordance with 29 C.F.R. sections 2530.200b-2(b) and (c) which are hereby incorporated by this reference.

Under the Elapsed Time method used to determine vesting Service, the aggregate of the following shall constitute Service:

Service under the Elapsed Time Method shall be measured in whole years and fractions of a year in months.  For this purpose, (a) periods of less than a full year shall be aggregated on the basis that twelve months or 365 days equals a year, and (b) in aggregating days into months, 30 days shall be rounded up to the nearest whole month.

If the Employer is a member of a group of Affiliated Companies, Service will be credited for any employment with any member of such group.  Service will also be credited for any individual required under Code section 414(n) or Code section 414(o) to be considered an Employee of the Employer or of any Affiliated Company.

Service after the close of that computation period shall be determined for such purpose solely under the Elapsed Time rules of this Plan.

ARTICLE II

PARTICIPATION AND SERVICE

Notwithstanding the foregoing, this Plan does not cover any Leased Employee, any Employee performing services outside the United States unless assigned outside the United States for a limited period of time, or any Employee who is a member of a collective bargaining unit subject to a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining, unless participation in this Plan has been specifically bargained.

ARTICLE III

CONTRIBUTIONS

Employee contributions under this Section may be made solely pursuant to a deferral agreement between an individual Participant and the Employer.  The agreement shall be in such form and subject to such rules as the Committee may prescribe.  Under the agreement, the Participant agrees to defer Compensation by a specified amount and the Employer agrees to contribute this same amount to the Plan on behalf of the Participant.  A salary deferral agreement may be entered into as of the first day of any payroll period following the Participant’s Entry Date.  An agreement may be terminated at the end of any payroll period during the Plan Year, and contributions may be resumed at the beginning of any payroll period following an Entry Date.  An agreement will not be considered terminated solely because the Participant fails to receive any Compensation during a payroll period.

Notwithstanding the foregoing, default salary deferral contributions will be made on behalf on any Employee hired or rehired on or after January 1, 2016, who fails to enter into a salary deferral agreement as described above (including a salary deferral agreement by which the Employee has elected to make zero salary deferral contributions). The amount of the default salary deferral contribution is 2 percent of the Employee's Compensation for a payroll period, and shall be deducted from the Employee's Compensation on a pre-tax basis. The default salary deferral contributions shall commence for the first payroll period occurring after the 60th day after the date the Employee is hired or rehired (or, if later, the 60th day after the Employee became eligible to participate in the Plan), or as soon as administratively practicable thereafter. An Employee will have a reasonable opportunity to enter into a salary deferral agreement before the default salary deferral contributions are made on the Employee's behalf. The Employer shall provide each Employee with a notice describing this default salary deferral contribution arrangement at least 30 days before the date that the default salary deferral contributions commence and at least 30 days but not more than 90 days before the beginning of each Plan Year. The notice will describe (i) the amount of default salary deferral contributions that will be made on an Employee's behalf absent a salary deferral agreement, (ii) the Employee's right to enter into a salary deferral agreement, and (iii) how default salary deferral contributions will be invested in the absence of the Employee's investment instructions. Default salary deferral contributions will cease as soon as administratively practicable after the Employee enters into a salary deferral agreement or elects to discontinue the default salary contributions.

The Employer will remit Employee contributions to the Trustee no later than the 15^th day of the month following the date on which the amounts are withheld from the Participant’s Compensation.  Employee contributions under this Section shall be allocated to a Participant’s Employee Tax-Deferred Contribution Account and/or Roth Elective Deferral Account, at the election of the Participant.

As of the end of each Plan Year, the Employer shall re-calculate each Participant’s safe harbor matching contributions based on the Participant’s full-year Compensation in accordance with the safe harbor matching contribution formula set forth in the preceding paragraph.  Any Participant for whom any safe harbor matching contribution has not been sufficiently made in accordance with the safe harbor matching contribution formula shall receive an additional “true-up” safe harbor matching contribution so that the total annual deferrals reflected as a percentage of the Participant’s eligible full-year Compensation are matched in accordance with the safe harbor matching contribution formula; provided that any Compensation earned by a Participant during a period in which the Participant is ineligible to participate in the Plan shall not be taken into account for purposes of calculating the Participant’s “true-up” safe harbor matching contribution.

No rollover contribution or transfer shall be permitted if it could adversely affect the tax qualification of this Plan.

ARTICLE IV

ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

The Plan has no obligation to enter into an Acquisition Loan, and the provisions of this Section only apply to the extent to which an Acquisition Loan is outstanding.  If the Plan finances the purchase of Employer Stock with an Acquisition Loan, such “Financed Shares”, if any, shall initially be credited to a suspense account and shall be allocated to Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts of Participants only as payments of principal and interest on that Acquisition Loan are made by the Trustee.

The number of Financed Shares to be released from the suspense account for allocation to Participant accounts for that month shall be based on the ratio that the payments of principal and interest on the Acquisition Loan for that month bears to the total projected payments of principal and interest over the duration of the Acquisition Loan repayment period, as determined by the Committee.  As of the last day of each month, the shares of Employer Stock released from the suspense account pursuant to the immediately preceding sentence shall be allocated to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts as follows:  (i) first, such shares shall be allocated pursuant to Section 5.7 (regarding the Dividend Allocation Amount) and (ii) then, any remaining shares shall be allocated such that each Participant’s Safe Harbor Matching Contribution Account, Employer Matching Contribution Account and/or Employer Nonelective Contribution Account are credited with such Participant’s allocable share of Employer Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6.  If, at the end of any month, the value (determined as of the Valuation Date coincident with the end of that month) of the shares of Employer Stock allocated to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts pursuant to clause (ii) of the immediately preceding sentence for the month is less than the amount of the Employer safe harbor matching contribution, matching contribution, transition contribution and sliding scale contribution to be made on behalf of all Participants pursuant to Sections 3.3, 3.4, 3.5 and 3.6 for such month (the difference being referred to as the “Shortfall Amount”), then the Employer shall make an additional contribution equal to the Shortfall Amount (the “Shortfall Contribution”) to the Trustee as soon as practicable after any Shortfall Amount is determined and such contribution shall be allocated to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts in the same manner as shares are allocated pursuant to (ii) above.  A Shortfall Contribution shall be made in one of the following manners, or any combination thereof, as the Employer may select:  (A) contribution of cash (not to be used for the repayment of Acquisition Loans); (B) contribution of shares of Employer Stock with a value (determined as of the most recent Valuation Date) equal to the Shortfall Amount or (C) contribution of cash (to be utilized to repay an Acquisition Loan) in an amount such that the shares of Employer Stock released from the suspense account have a value (determined as of the most recent Valuation Date) equal to the Shortfall Amount.

A special forfeiture rule applies to shares of Employer Stock which have been released from the suspense account.  Under that rule, if a portion of a Participant's account is forfeited, Employer Stock allocated from the suspense account must be forfeited only after other assets have been forfeited. 

Commencing with the 2019 Plan Year, Employer safe harbor matching contributions shall generally be allocated to the Participant’s Safe Harbor Matching Contribution Account and initially invested consistent with the Participant’s investment election (rather than mandatorily invested in Employer Stock).

Generally, Employee after-tax contributions are not permitted other than Roth contributions.  However, Participants of certain Affiliated Companies may be permitted to make after-tax contributions to the Plan, as described in Appendix B.  In those cases, a Participant’s contributions shall be credited to his employee after-tax contribution account.

X = P(AB + (R x D)) - (R x D)

For purposes of applying this formula:  P is the non-forfeitable percentage at the relevant time; AB is the account balance at the relevant time; D is the amount of the distribution; and R is the ratio of the account balance at the relevant time to the account balance after distribution.

The separate account need not be maintained after a Participant has incurred five consecutive one year Breaks in Service.

For Plan Years prior 2019 or in the event the Plan no longer satisfies the safe harbor requirements or mandatory disaggregation rules require separate testing, the Plan will apply the special nondiscrimination tests for elective contributions as provided in Code section 401(k)(3) and section 1.401(k)-2 of the regulations thereunder.  Under Code section 401(k), the Plan’s contributions shall, if necessary, also be limited so as to meet one of the following two tests:

In applying these tests, the actual deferral percentages for the Highly Compensated Employees and the Non-Highly Compensated Employees for a Plan Year shall be the average of the percentages, calculated separately for each eligible Employee in the group, obtained by dividing the sum of (1) the Employee’s tax-deferred contributions pursuant to Section 3.1, (2) the Employee’s Roth Contributions pursuant to Section 3.2 and, (3) at the election of the Employer, his qualified non-elective contributions, if any, under Appendix B, by the Employee’s compensation for the Plan Year.  For purposes of this paragraph, the Employee’s qualified non-elective contributions are contributions (other than matching contributions) made by the Employer and allocated to Participants’ accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made; and that are distributable only in accordance with the distribution provisions that are applicable to Employee tax-deferred contributions.

The Committee shall have the responsibility for monitoring compliance with these tests and shall have the power to take any steps it deems appropriate to ensure compliance, including limiting the amount of salary reduction permitted by the Highly Compensated Employees or requiring that the contributions for the Highly Compensated Employees be delayed before being paid over to the Trustee until such time as the Committee determines that contributions can be made on behalf of the Highly Compensated Employees without violating the requirements of Code section 401(k).  Generally, if the Plan fails these tests, the Committee shall distribute such contributions (and earnings attributable thereto) as may be required to satisfy the tests.  Distribution of excess contributions shall be made on the basis of the amount of salary reduction contributions by each Highly Compensated Employee.  The elective deferrals of the Highly Compensated Employee with the highest dollar amount of salary reduction contributions will be reduced by the amount required to cause that Highly Compensated Employee’s salary reduction contributions to equal the dollar amount of the salary reduction contributions of the Highly Compensated Employee with the next highest dollar amount of salary reduction contributions.  This amount is then distributed to the Highly Compensated Employee with the highest dollar amount.  However, if a lesser reduction, when added to the total dollar amount already distributed would equal the total excess contributions, the lesser reduction amount will be distributed.  If the amount distributed is more than the amount of excess contributions, this procedure will be repeated until the total amount of the excess contributions is distributed.  Matching contributions (and earnings thereon) attributable to such distributed contributions shall be forfeited.

Alternatively, the Committee may, in its sole discretion, make supplemental, vested, discretionary contributions solely on behalf of selected Non-Highly Compensated Employees as may be necessary, alone or in combination with other actions, to satisfy these tests.  Such contributions shall be allocated in a manner that satisfies the requirements of 1.401(k)-2(a)(6).

The earnings allocable to any excess contribution shall be calculated as the Participant’s allocated portion of Plan income for the Plan Year multiplied by the ratio of the Participant’s excess contribution for the year to the amount of elective contributions allocated in the Participant’s Account Balance at the time of the determination in accordance with section 1.401(k)-2(b)(2)(iv) of the regulations (but, effective January 1, 2008, ignoring any gap period income).

In performing the foregoing tests, the portions of the Plan that are required to be treated as separate plans under the disaggregation and restructuring rules under sections 1.410(b)-7 and 1.401(k)-1(b)(4) of the regulations will be tested separately; provided that the ESOP and non-ESOP portions of the Plan may be permissively aggregated, at the election of the Committee, in accordance with section 1.401(k)-1(b)(4)(v) of the regulations.

For Plan Years prior 2019 or in the event the Plan no longer satisfies the safe harbor requirements or mandatory disaggregation rules require separate testing, the Plan will apply the special nondiscrimination tests for Employee after-tax contributions and Employer matching contributions as provided in Code section 401(m)(2) and section 1.401(m)-2 of the regulations thereunder.  Under Code section 401(m) the combination of Employee after-tax and Employer matching contributions shall, if necessary, be limited so as to ensure that in each Plan Year the actual contribution percentage for eligible Highly Compensated Employees does not exceed the greater of:

In applying these tests, the actual contribution percentages for Highly Compensated Employees and Non-Highly Compensated Employees for a Plan Year shall be the average of the percentages for each group, calculated separately for each Employee in each group, obtained by dividing the sum of (1) the Employer’s matching contributions and (2) the Employee’s after-tax contributions, if any, under Appendix B, by the Participant’s compensation for the Plan Year.  At the election of the Committee, the actual contribution percentages can be determined by also taking into account a Participant’s tax-deferred contributions under Section 3.1.

In calculating the actual contribution percentage for purposes of Code section 401(m), the actual contribution percentage of a Highly Compensated Employee shall be determined by treating all plans subject to section 401(m) under which the Highly Compensated Employee is eligible (other than those that may not be permissively aggregated) as a single plan.

If the foregoing test is not satisfied for any Plan Year, the Committee shall direct the excess aggregate contributions (and the earnings attributable thereto) which cause the failure to be distributed.  Distribution of excess aggregate contributions shall be made on the basis of the amount of matching contributions, or contributions treated as matching contributions, by each Highly Compensated Employee.  The matching contributions of the Highly Compensated Employee with the highest dollar amount of matching contributions will be reduced by the amount required to cause that Highly Compensated Employee’s matching contributions to equal the dollar amount of the matching contributions of the Highly Compensated Employee with the next highest dollar amount of matching contributions.  This amount is then distributed to the Highly Compensated Employee with the highest dollar amount.  However, if a lesser reduction, when added to the total dollar amount already distributed would equal the total excess aggregate contributions, the lesser reduction amount will be distributed.  If the amount distributed is more than the amount of excess aggregate contributions, this procedure will be repeated until the total amount of the excess aggregate contributions is distributed.  Such distributions shall be made prior to the end of the Plan Year following the Plan Year in which occurred the failure to satisfy the test.

The earnings allocable to any excess aggregate contribution shall be calculated as the Participant’s allocated portion of Plan income for the Plan Year multiplied by the ratio of the excess matching contributions for the year to the amount of matching contributions allocated in the Participant’s Account Balance at the time of the determination in accordance with section 1.401(m)-2(b)(2)(iv) of the regulations (but, effective January 1, 2008, ignoring any gap period income).

In performing the foregoing tests, the portions of the Plan that are required to be treated as separate plans under the disaggregation and restructuring rules under sections 1.410(b)-7 and 1.401(m)-1(b)(4) of the regulations will be tested separately; provided that the ESOP and non-ESOP portions of the Plan may be permissively aggregated, at the election of the Committee, in accordance with section 1.401(m)-1(b)(4)(v) of the regulations.

For purposes of this Section, the term “annual additions” means the total each Plan Year of the Employer’s contributions, the Participant’s contributions and Forfeitures.  The Participant’s contributions shall be determined without regard to the repayment of any loan or contributions allocated to a Rollover Account.  In addition to the amounts calculated under this Plan annual additions shall include such amounts, similarly calculated, that are contributed with respect to the Participant to any other defined contribution plan maintained by the Employer or by any Affiliated Company and Employer contributions to an individual medical account as described in Code sections 415(1) and 419A(d)(2).  In determining whether a corporation is an Affiliated Company for this purpose only, the percentage control test set forth in section 1563(a) of the Code shall be a 50 percent test in place of the 80 percent test each place the 80 percent test appears in said Code section.

In addition to the amounts calculated under this Plan, annual additions shall include such amounts, similarly calculated, that are contributed with respect to the Participant to any other defined contribution plan maintained by the Employer or by any Affiliated Company and Employer contributions to an individual medical account as described in Code sections 415(1) and 419A(d)(2).  In determining whether a corporation is an Affiliated Company for this purpose only, the percentage control test set forth in section 1563(a) of the Code shall be a 50 percent test in place of the 80 percent test each place the 80 percent test appears in said Code section.

Effective January 1, 2008, the term “compensation” for the purpose of this subsection (d) shall mean a Participant’s wages within the meaning of Code section 3401(a) (for purposes of income tax withholding at the source), plus amounts that would be included in wages but for an election under Code section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).  Compensation also includes payments made within 2½ months after severance from employment or if later, the end of the limitation year during which the severance occurred, if they are payments that, absent a severance from employment, would have been paid to the Employee while the Employee continued in employment with the Employer, such as overtime, commissions, bonuses, and other similar compensation.  Any payments not described above are not considered compensation if paid after severance from employment, even if they are paid within 2½ months following severance from employment or within the appropriate limitation year; except for, (i) payments to an individual who does not currently perform services for the Employer by reason of a qualified military service (within the meaning of Code section 414(u)(1)) to the extent these payments do not exceed amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service, or (ii) compensation paid to a Participant who is permanently and totally disabled, as defined by Code section 22(e)(3), provided salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period, or the Participant was not a Highly Compensated Employee immediately before becoming disabled.  Compensation does not include amounts that exceed the Code section 401(a)(17) limit.

If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's annual compensation, or a reasonable error in determining the amount of tax-deferred contributions  that may be made with respect to a Participant, the annual additions computed solely with respect to this Plan exceed the limitations of this Section, the contributions plus income allocable thereto, if any, made by the Participant for the Plan Year, which cause the excess, shall be returned to the Participant.  If, after returning such contributions to the Participant, an excess still exists, it shall first be reallocated to the remaining Participants whose annual additions are not in excess of the limitations of this Section.  Such reallocations shall be made according to the ratio that the Employer’s contribution on behalf of a Participant for the Plan Year bears to the total Employer contributions on behalf of all Participants for the Plan Year.  If an excess continues to exist after such reallocation, such excess shall then be used to reduce the Employer’s contribution for the Year or its next succeeding contribution to the Plan.

Effective January 1, 2008, if the annual additions computed solely with respect to this Plan exceed the limitations of this Section, the excess annual additions shall be corrected by use of the Employee Plans Compliance Resolution System or any other correction method permitted by law.

If the annual additions exceed the limitations of this Section as a result of aggregating the additions to this Plan and other defined contribution plans of the Employer and any Affiliated Company, the Committee shall reduce the contributions to this Plan to comply with the limitations of this Section.

ARTICLE V

BENEFITS

Any Forfeiture that arises because of the application of this Section may be applied to meet the allocation requirements as provided in Section 4.2(b).  Alternatively, at the discretion of the Committee and pursuant to such rules as the Committee may adopt, Forfeitures may also be used to pay reasonable expenses of administering the Plan.

In the event that the Plan’s vesting schedule is amended, a Participant, who is such at the time of the amendment, shall be entitled to whichever vesting is most beneficial to the Participant.

If the amount of a Participant’s vested benefit exceeds $1,000, the Committee will not distribute the Participant’s vested benefit to him prior to the date distributions are required to begin under Section 5.5 following his attainment of age 70½, unless he elects to receive a distribution at any earlier date following termination of employment.  If a Participant separates from service and the value of his vested benefit is $1,000 or less, the value of the Participant’s benefit shall be paid as a lump sum distribution within one year of the separation from service and such payment may be made without the consent of the Participant.  For purposes of the preceding sentences, the value of a Participant’s vested benefit will include that portion that is attributable to his Rollover Account.

Payments may begin as soon as practicable following separation from service, death or a Participant’s “disability” as defined in Section 5.1.  Payment of any Plan benefits must begin by April 1 following the calendar year in which (1) any Participant who separates from service attains age 70½; or (2) any active Participant attains age 70½, provided that any Participant who is not a five percent owner of the Employer and who remains in the employ of the Employer after reaching age 70½ shall have the option of commencing benefits at age 70½ or deferring commencement until actual retirement.  In no event shall payments begin later than sixty days after the close of the Plan Year in which the latest of the following occurs:  (1) the Participant’s attainment of age 65; (2) the termination of the Participant’s service with the Employer; or (3) the date specified to the Committee by the Participant.

Notwithstanding any direction by the Participant to the contrary, all payments must be payable pursuant to a schedule whereby the entire amount in the Participant’s accounts is paid over a period that does not extend beyond the life of the Participant or over the lives of the Participant and any individual designated as Beneficiary (or over the life expectancies of the Participant and the designated individual Beneficiary).  In addition, the payment method selected must provide that more than 50 percent of the present value of the payments projected to be paid to the Participant and Beneficiary will be paid during the Participant’s life expectancy.

In the event of the death of a Participant, Former Participant or Beneficiary while benefits are being paid under a schedule which meets the requirements of the preceding paragraph, payments shall continue pursuant to a schedule which is at least as rapid as the period selected.

In the event of the death of a Participant or Former Participant before benefit payments have commenced, any death benefit shall be paid in a lump sum payment.  If the Beneficiary is not the Participant’s surviving Spouse, any death benefit shall be distributed within five years of death.

If the designated Beneficiary is the Participant’s Spouse, payments may be delayed until the date the Participant would have attained age 65, if the Spouse so elects.  If the Spouse dies before payments begin, the rules of this paragraph shall be applied as if the Spouse were the Participant.

The amount which a Participant, Former Participant or Beneficiary is entitled to receive at any time and from time to time shall be paid by the Trustee at the direction of the Committee.  The payments may be made in cash or, in the case of the Gannett Stock Fund, shares of Employer Stock, at the election of the Participant, pursuant to any one of the following methods of payment except as may be provided in Appendix B:

For purposes of this Section 5.5(a) and Section 5.5(c), unless section 5.5(a)(iv) applies, distributions are considered to begin on the Participant’s Required Beginning Date.  If Section 5.5(a)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 5.5(a)(i).  If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 5.5(a)(i)), the date distributions are considered to begin is the date distributions actually commence.

Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 5.5(c) and 5.5(d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations.

Required minimum distributions will be determined under this Section 5.5(b) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 5.5(a)(i), this Section 5.5(d) will apply as if the surviving Spouse were the Participant.

For purposes of this Section, an “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciate with respect to employer securities); and any hardship distribution.

An “eligible retirement plan” is an individual retirement account described in section 408(a) or, effective January 1, 2008, section 408A of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, a qualified trust described in section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution, an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.  The definition of “eligible retirement plan” shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code.  However, effective August 1, 2008, in the case of an eligible rollover distribution to the Participant’s Beneficiary who is not described in the preceding sentence (e.g., a non-Spouse Beneficiary), an eligible retirement plan is an individual retirement account or individual retirement annuity that has been established on behalf of the Beneficiary and will be treated as an inherited individual retirement account or annuity (within the meaning of section 408(d)(3)(C) of the Code).

A “distributee” includes a Participant and the Participant’s surviving Spouse or other designated Beneficiary(ies).  In addition, a Participant’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, is a distributee with regard to the interest of the Spouse or former Spouse.  Furthermore, the Employee’s nonspouse Beneficiary is a distributee with regard to the interest of the nonspouse Beneficiary.

A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax Employee contributions that are not includible in gross income.  However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution of which is includible in gross income and the portion of such distribution which is not so includible.  Effective January 1, 2010, such portion may be transferred to a qualified retirement plan described in section 401(a) or 403(a) of the Code or to an annuity contract described in section 403(b) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution of which is includible in gross income and the portion of such distribution which is not so includible.

The Committee may permit a Participant, Former Participant or Beneficiary to elect to receive cash dividends payable on Employer Stock held in his ESOP accounts (1) paid to him in cash; or (2) paid to the Plan, credited to his ESOP account and reinvested in Employer Stock.  If the Committee permits such an election to be made, unless a Participant, Former Participant or Beneficiary makes a timely, affirmative election to receive a cash dividend currently in cash, such dividend shall remain in the Plan and be reinvested in Employer Stock.  A failure to make an affirmative election to receive a cash distribution shall be deemed to be an affirmative election to reinvest the dividends in Employer Stock.  An election under this Section shall be irrevocable as of any deadline established pursuant to Committee direction and shall remain in effect until changed with respect to future dividend payments.  Participants, Former Participants, or Beneficiaries shall have the right to change their dividend elections at least annually in accordance with such rules and regulations as the Committee may prescribe.  Participants, Former Participants, or Beneficiaries shall be fully vested in dividends that are subject to an election under this paragraph.  If an election under this paragraph is permitted, active Participants may make such election with respect to dividends on Employer Stock allocated to the Participant’s vested and unvested ESOP accounts.  Former Participants and Beneficiaries who are permitted to make an election under this paragraph may do so only with respect to dividends on Employer Stock allocated to their ESOP accounts and will have no vested rights to dividends attributable to unvested shares that have been forfeited as described in Section 4.2(d).

For any month in which an Acquisition Loan payment is made in whole or in part with dividends on shares of Employer Stock allocated to Participants’ Employer Safe Harbor Matching Contribution Account, Matching Contribution Accounts and Employer Nonelective Contribution Accounts, a “Dividend Allocation Amount” shall be determined for each Participant whose Employer Stock dividends were so used.  The Dividend Allocation Amount shall be equal to the dollar amount of the dividends on the shares of Employer Stock allocated to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts that the Participants would have received had such dividends not been used to repay the Acquisition Loan.  As of the last business day of each month, Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts shall be credited with a number of shares of Employer Stock having a value (determined as of the Valuation Date) equal to the Dividend Allocation Amount for such Participant with respect to such month.  To the extent the value of the shares of Employer Stock released from the suspense account is less than the total Dividend Allocation Amount owed to all Participants, the Employer shall make additional contributions (of cash or shares of Employer Stock), such contributions to be credited to Participants’ Safe Harbor Matching Contribution Account, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts to satisfy fully the Dividend Allocation Amount due each Participant.

An immediate and heavy financial need shall mean (1) expenses for (or necessary to obtain) medical care that would be deductible under section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (2) costs directly related to the purchase of the Participant’s principal residence (excluding mortgage payments); (3) payment of tuition, related educational fees, and room and board expenses for up to the next twelve months of post-secondary education for the Participant, or the Participant’s Spouse, children, or dependents (as defined in Code section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B)); (4) payments necessary to prevent the eviction of the Participant from the Participant ‘s principal residence or foreclosure on the mortgage on that residence; (5) payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(d)(1)(B)); (6) expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or (7) any similar need pursuant to rules established uniformly for all Participants by the Committee.

A Participant will be deemed to lack other resources if the Participant has obtained all distributions (except hardship and loans) available from all plans of the Employer (including taking advantage of an election to receive cash dividends on Employer Stock allocated to the Participant’s ESOP accounts, if such an election is permitted under Section 5.7).

If the foregoing conditions are not satisfied, the Committee may reasonably rely on statements and representations made by the Participant with respect to his lack of other financial resources.

The following rules shall apply to beneficiary designations:

If any unmarried Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary predeceases the Participant or dies before complete distribution of the Participant’s benefits, the Committee, in its discretion, shall direct the Trustee to distribute such Participant’s benefits (or the balance thereof) to either:

ARTICLE VI

TRUST FUND

As to the ESOP, the Committee, in its discretion, may direct the Trustee to incur Acquisition Loans from time to time to acquire Employer Stock (“Financed Shares”) for the Trust or to repay a prior Acquisition Loan.  Any Acquisition Loan shall be for a specific term, shall bear a reasonable rate of interest, shall not be payable on demand except in the event of default and may be secured by a collateral pledge of the Financed Shares so acquired. The interest rate for the Acquisition Loan and the price of the Financed Shares to be acquired with the Acquisition Loan proceeds should not be such that plan assets might be drained off.  No other Trust assets may be pledged as collateral for an Acquisition Loan, and no lender shall have recourse against Trust assets (and any earnings thereon) or the Trustee other than any Financed Shares remaining subject to pledge.  If the lender is a party-in-interest under ERISA, the Acquisition Loan must provide for a transfer of Trust assets on default only upon and to the extent of the failure of the Trust to meet the payment schedule of the Acquisition Loan.   Any pledge of Financed Shares must provide for the release of shares so pledged on a pro-rata basis as principal and interest on such Acquisition Loan are repaid by the Trustee and such shares are allocated to Participants’ Safe Harbor Matching Contribution Accounts, Employer Matching Contribution Accounts and Employer Nonelective Contribution Accounts under section 4.2(b).  Repayments of principal and interest on any Acquisition Loan shall be made by the Trustee, as directed by the Committee, only from Employer contributions paid to the Trust in cash to enable the Trustee to repay such Loan, from earnings attributable to such Employer contributions, and from any cash dividends received by the Trust on such Financed Shares.  Any such repayments during the Plan Year must not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year, less such payments in prior years, and such contributions and earnings much be accounted for separately until the Acquisition Loan is repaid.

Prior to January 1, 2019, except as provided in Exhibit B, Employer matching contributions, transition contributions and sliding scale contributions described in Sections 3.4, 3.5 and 3.6 were initially invested in the Gannett Stock Fund (i.e., the portion of the Plan that is intended to qualify as an ESOP).  After such initial investment and pursuant to such rules and procedures established by the Committee, a Participant may elect to transfer all or any portion of his investment in the Gannett Stock Fund into any other investment fund available under the Plan.  Such election will be treated as a transfer of the amount from the ESOP portion to a non-ESOP portion of the Plan.  In addition, a Participant’s ability to diversify the amounts in the Gannett Stock Fund shall comply with the requirements of Code section 401(a)(35).

Commencing with the 2019 Plan Year, Employer contributions shall be credited to a Participant’s appropriate account and initially invested in the Plan’s investment option designated by the Participant.  Notwithstanding the foregoing, effective January 1, 2019, in the event that more than 20% of the aggregate value of all of a Participant’s accounts is invested in the Gannett Stock Fund, such Participant may not transfer any new amounts to a Gannett Stock Fund or allocate new contributions to a Gannett Stock Fund until such value drops below 20%.  The Committee may adopt such rules and requirements it deems appropriate in implementing this investment limitation.

As soon as practicable after the commencement of a tender offer or exchange offer (“Offer”) for shares of Employer Stock, the Committee shall use reasonable efforts to cause each Participant whose account has allocated to it any shares of Employer Stock to receive all such notices and informational statements as are furnished to shareholders generally in respect of the Offer, including any such statements of management or the Board, together with forms by which the Participant may instruct the Trustee, or revoke such instruction with respect to the tender of shares of Employer Stock credited to the Participant’s account, to the extent permitted under the terms of any such Offer.  The Trustee shall follow the directions of each Participant provided in a timely manner.  As to any shares which may have been allocated to a Participant’s account after the date established by the Committee but prior to the deadline for instructing the Trustee, the Trustee shall follow the instructions of the Participant as to the shares previously allocated for which instructions were timely received.  As to any allocated shares for which the Trustee does not timely receive instructions, the Trustee shall consider itself to have no instructions and shall take no action.  As to all unallocated shares, including those in a suspense account, the Trustee shall respond to the Offer in the same proportion as such shares for which the Trustee has received timely instructions bears to the total of all shares allocated to Participants’ accounts.  The number of shares as to which a Participant may provide instructions shall be the total number of shares of Employer Stock credited to the Participant’s account, as of the date designated by the Committee which the Committee, in its sole discretion, deems appropriate for reasons of administrative convenience.  Any securities received by the Trustee as a result of a tender of shares hereunder shall be held, and any cash so received shall be invested in short-term investments, for the account of each Participant with respect to whom shares were tendered pending reinvestment of such assets in accordance with the terms of the Plan.

For the limited purpose of directing the Trustee with respect to the voting, tender or exchange of shares (both allocated and unallocated) of Employer Stock pursuant to this Section 6.5, each Participant (and Beneficiary) is hereby designated as a named fiduciary, within the meaning of section 403(a)(1) of ERISA.

It is intended that the provisions of this Section 6.6 shall be applied and construed in a manner consistent with the requirements and provisions of Treasury Regulation § 54.4975-7(b)(8), and any successor regulation thereto.  Except as may otherwise be required by applicable law, no security acquired with the proceeds of an Acquisition Loan may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan, whether or not the ESOP is still in effect.  These provisions shall be non-terminable.

ARTICLE VII

RETIREMENT PLAN COMMITTEE AND OTHER FIDUCIARIES

The Committee shall notify the Trustee of the liquidity and other requirements of the Plan from time to time.

The Committee shall keep a record of all its proceedings and acts and shall keep all such books of account, records, and other data as may be necessary for the proper administration of the Plan.

The Trustee or the Investment Manager, as the case may be, is responsible for the management and control of the Trust Fund assets which may be under its control as specifically provided in the trust agreement or investment manager agreement.  The Board and Committee may designate persons, including committees, other than named fiduciaries to carry out fiduciary responsibilities (other than trustee responsibilities as defined in section 405(c)(3) of ERISA) under the Plan.

ARTICLE VIII

AMENDMENTS

The Board, or a committee of the Board acting on its behalf, reserves the right to make from time to time any amendment to this Plan which does not cause any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants or their Beneficiaries, provided however, that the Board may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with applicable laws.  Any amendment which changes the rights, duties, or liabilities of the Trustee shall not become effective as to the Trustee unless and until consented to by the Trustee.  The Board delegates the following amendment and related powers to the Committee:

Notwithstanding the foregoing, the Company’s Chief Executive Office, Chief People Officer and Chief Financial Officer are hereby authorized to adopt any amendment or restatement which they deem necessary or appropriate; provided that such authority may only be exercised with the unanimous agreement of such individuals, such amendment or restatement is not expected to increase the cost of the Plan in excess of $1,000,000 per year and such amendment or restatement does not cause any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants or their Beneficiaries.

ARTICLE IX

SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS

ARTICLE X

PLAN TERMINATION

If, when the Plan is terminated, there are still unallocated Financed Shares in the ESOP and an unpaid portion of an Acquisition Loan, the Committee shall direct the Trustee to repay such Loan either by selling the unallocated shares to the Employer or by selling the shares on the open market and using the cash generated thereby.  To the extent that unallocated shares remain in the Trust after the Loan has been fully paid, said shares shall be allocated among the Participants’ accounts in accordance with Section 4.2(a).  It is not intended that shares be released from the suspense account in accordance with Section 4.2(b) once the Plan is terminated.

ARTICLE XI

TOP-HEAVY PROVISIONS

Such allocation shall be made without regard to the number of Hours of Service or the compensation level of the non-key employee for the top-heavy Plan Year.  Employer safe harbor matching contributions, matching contributions, transition contributions and sliding scale contributions under Sections 3.3, 3.4, 3.5 and 3.6 shall be taken into account for purposes of satisfying the minimum contribution requirements of section 416(c)(2) of the Code and the Plan.  The preceding sentence shall apply with respect to Employer contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan.  Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of section 401(m) of the Code.

In making the top-heavy calculation, (a) all the Employer’s plans in which a key employee participates shall be aggregated with all other Employer plans which enable a plan in which a key employee participates to satisfy the Code’s non-discrimination requirements; and (b) all Employer plans not included in subparagraph (a), above, may be aggregated with the Employer’s plans included in subparagraph (a), above, if all of the aggregated plans would be comparable and satisfy the Code’s non-discrimination requirements.

ARTICLE XII

MISCELLANEOUS

IN WITNESS WHEREOF, Gannett Co., Inc. has caused its duly authorized officer to execute this Plan document on its behalf this      day of _____________ 2018.

APPENDIX A

Participating Affiliates as of January 1, 2019

[Please confirm this Appendix is accurate and up to date.]

Employees of the following business units of an Affiliated Company are eligible to participate in this Plan as of the date that the Committee resolved to include the unit as a Participating Affiliate and shall cease to be eligible as of the date the Committee resolved to exclude the unit as a Participating Affiliate or the date the business unit ceases to be part of an Affiliated Company.  As of January 1, 2019, the following business units may participate in this Plan:

Action Advertising

Alamogordo

Alexandria

Appleton

Appleton Winnebago

Asbury Park

Asbury Park SU

Asheville

Atlanta Offset

Battle Creek

Bay Pub Door County

Bay Pub Oconto

Binghamton

Boston Offset

Brevard

Bridgewater

Burlington

Carlsbad

CCCC

Chambersburg

Cherry Hill

Cincinnati

Clarksville

CMS CSC Greenville

CMS CSC Louisville

CMS CSC Phoenix

CMS East

CMS Midwest

CMS OCC

CMS Other Services

CMS South

CMS West

Des Moines

Des Moines Belle Plaine

Des Moines SU

Detroit Free Press

Digital Division

Digital Employment Sales

East Brunswick

El Paso

Evansville Courier Company

Farmington

Fond du Lac

Fort Collins

Fort Myers

Gannett Corporate Payroll

Gannett Supply

GIADC Des Moines

GIADC Indianapolis

GMTI

GPS Admin

GPS Cherry Hill

GPS Cincinnati

GPS East

GPS Executives

GPS Lansing

GPS Midwest

GPS Newark

GPS South

GPS Upper Midwest

GPS West

Grateful Ventures

Great Falls

Green Bay

Greenville

Guam

Guam Pacific Media

Hanover Evening Sun

Hattiesburg

Indianapolis

Iowa City

Jackson MS

Jackson TN

Journal Media Group

Journal Sentinel, Inc.

The Kitsap Sun (Division of Scripps Newspapers, Inc.)

Knoxville News-Sentinel (Division of Scripps Newspapers, Inc.)

Lafayette IN

Lafayette LA

Lansing

Lansing Comm Nwsp

Las Cruces

Lebanon

Livingston

Louisville

Louisville SU

Manitowoc

Marshfield

Memphis Publishing Company

Michigan.com

Monroe

Montgomery

Morristown

Mountain Home

Muncie

Murfreesboro

Nashville

National Sales Corporate Sales

National Sales Domestic Publishing

National Sales USA TODAY

Newark

NSSC

O & E

Opelousas

Oshkosh

Palm Springs

Pensacola

Phoenix

Phoenix Design Studio

Port Huron

Poughkeepsie

ReachLocal

Reno

Richmond

Rochester

Ruidoso

Saint Cloud

Saint George

Salem

Salinas

Salisbury

Scripps Newspapers, Inc.

Sheboygan

Shreveport

Sioux Falls

Springfield MO

Springfield Offset

Staunton

Stevens Point

Tallahassee

Tucson Newspapers

USA TODAY

Vineland

Visalia

Wausau

Westchester

WordStream, Inc.

Wilmington

Wisconsin Rapids

York

APPENDIX B

Protected Benefits and Plan Provisions

Applicable Only to Certain Participants

[Please confirm this Appendix is accurate and up to date.]

The following provisions shall apply to certain Participants under this Plan who have account balances which were transferred to this Plan from a plan of an Affiliated Company or who will be subject to provisions different from the provisions in the main body of the Plan.  The rules for Participants whose employment is subject to a collective bargaining agreement are set forth in the terms the collective bargaining agreement rather than this Appendix or the Plan.  Some of the provisions set forth below apply to business units that no longer participate in the Plan and are set forth to memorialize the rules that applied when the business unit did participate in the Plan.

Central Newspapers, Inc. Savings Plus Plan

The following special rules shall apply to a Participant who is employed by a business unit whose employees participated in the Central Newspapers, Inc. Savings Plus Plan (the “CNI Savings Plan”) immediately before the merger of such plan into the Plan:

Citizen Publishing Company

All accounts which were transferred to this Plan from the Citizen Publishing Company Profit Sharing Plan shall be 100% vested at all times.

Courier-Journal and Louisville Times Thrift Investment Plan

In the event that a Participant was employed by Courier-Journal and Louisville Times Company prior to January 1, 1998, such Participant’s matching contribution account which was transferred to this Plan, as well as his/her Employer Matching Contribution Account under this Plan, shall be 100% vested after two Years of Service.

A Participant who has an account balance transferred to this Plan shall be permitted to take an in-service withdrawal from the portion of his/her Courier-Journal account which was transferred to the Courier-Journal Plan from the Courier-Journal and Louisville Times, Standard Gravure, WHAS Thrift Investment Plan (“Prior Plan”).  Any such withdrawal must be for at least $200 and may not be made any more frequently than once every six months.

In addition, a Participant may withdraw any portion of his/her matching contribution account which was transferred from the Courier-Journal Plan provided the following requirements are met:

Credit & Collections Center

Prior to January 1, 2016, eligible Employees in this business unit will receive a matching contribution equal to 50% on the first 6% of the Employee’s Compensation that he or she elects to contribute to the Plan.  On and after January 1, 2016, the matching contribution shall be the same as other eligible Participants.

The Detroit News, Inc. (now known as the Detroit Free Press, Inc.)

Effective December 1, 1996, employees of The Detroit News, Inc. who are represented by the Newspaper Guild of Detroit, Local #22 will be eligible to participate in the Plan.  However, these employees will not be eligible to receive a matching contribution.

In connection with that certain Asset Exchange Agreement between the Detroit Free Press, Incorporated, the Detroit News, Inc. and Gannett Co., Inc., dated August 3, 2005 (the “Asset Exchange Agreement”) and that certain Stock Purchase Agreement among Knight-Ridder, Inc., Detroit Free Press, Incorporated and MediaNews Group, Inc., dated August 3, 2005:

Effective August 17, 2005, the Detroit News, Inc. was renamed the Detroit Free Press, Inc.

The Detroit Media Partnership

Neither the contributions of The Detroit Media Partnership nor of its employees shall be invested in the Gannett Stock Fund.  Employer Matching Contributions on behalf of such employees shall be invested in the other investment funds in accordance with elections made by such Detroit Participants in accordance with Section 6.4.

Digital Employment Sales

Prior to January 1, 2016, eligible Employees in this business unit will receive a matching contribution equal to 50% on the first 6% of the Employee’s Compensation that he or she elects to contribute to the Plan.  On and after January 1, 2016, the matching contribution shall be the same as other eligible Participants.

Free Press Profit Sharing Plan

All accounts which were transferred to this Plan from the Free Press Profit Sharing Plan shall be 100% vested at all times.

Gannett Employee Savings Plan

All accounts which were transferred to this Plan from the Gannett Employee Savings Plan shall be 100% vested at all times.

If a Participant had an employee voluntary after-tax account under the Gannett Employee Savings Plan that was transferred to this Plan, such account shall be maintained under this Plan and shall have Income allocations made to it as appropriate.

Green Bay Press-Gazette Employee Profit Sharing Plan

All accounts which were transferred to this Plan from the Green Bay Press-Gazette Employee Profit Sharing Plan (the “Green Bay Plan”) shall be 100% vested at all times.

Hometown Communications Network

An individual who was making 401(k) contributions to a 401(k) plan maintained by Hometown Communications Network, Inc. or its affiliates (collectively referred to as the “HCN Plans”) immediately before becoming an eligible Participant in this Plan as of the closing date of that certain Asset Purchase Agreement by and among Hometown Communications Network, Inc. and Gannett Satellite Information Network, Inc. dated October 22, 2004, (the “Closing Date”), shall be deemed to have made an election to make 401(k) contributions to this Plan in an amount equal to the amount that the individual was contributing to the HCN Plans.  The Participant may revoke or change such “deemed election” at any time.  The contributions shall be invested in the Fixed Income Fund until such time as the Participant elects a different investment alternative or the Committee directs otherwise.  For a specified period of time after the Closing Date, Participants who elect to directly roll over their account balances in the HCN Plans to the Plan may rollover their Participant loans as well.

InfiNet Company 401(k) Savings Plan

A Participant who has an account balance including assets which were transferred to this Plan from the InfiNet Company 401(k) Savings Plan (the “InfiNet Plan”) shall have the following special protected rights with respect to that portion of his/her account balance which was transferred from the InfiNet Plan:

Journal Media Group

Subject to the terms of the Plan, employees hired by a business unit of Journal Media Group, Inc. or its Participating Affiliates (collectively, “Journal Media Group”) on or after January 1, 2017 are eligible to participate in the Plan.

Effective March 3, 2017, the Journal Media Group 401(k) Plan (“JMG Plan”) is merged into the Plan.  As of that date, employees of Journal Media Group who were hired before January 1, 2017 are eligible to participate in the Plan, subject to the terms of the Plan and the special provisions below, if applicable.

An employee of Journal Media Group who was making tax-deferred contributions or Roth contributions to the JMG Plan immediately before becoming eligible to participate in this Plan shall be deemed to have made an election to make tax-deferred contributions and Roth contributions to this Plan in an amount equal to the amount that the employee was contributing to the JMG Plan.  Such employee may revoke or change such “deemed election” at any time.  The contributions shall be invested in such manner communicated to the employee.

If an employee of Journal Media Group was making after-tax contributions to the JMG Plan immediately before becoming eligible to participate in this Plan, such contributions will cease effective March 3, 2017.

The following special provisions apply to individuals employed by the Journal Media Group (or formerly employed by Journal Media Group with an account balance transferred from the JMG Plan to the Plan):

Notwithstanding the foregoing, employees whose employment is subject to a collective bargaining agreement shall participate in the Plan only to the extent provided for under the applicable collective bargaining agreement and the terms of the applicable collective bargaining agreement shall govern their participation.

Mary Morgan, Inc. Retirement Savings Plan and Trust

For Participants who have an account balance including assets which were transferred to this Plan from the Mary Morgan, Inc. Retirement Savings Plan and Trust (the “Mary Morgan Plan”), the Normal Retirement Age shall be.  The vesting schedule for the Mary Morgan Plan (i.e., seven year graded vesting with 20% vested after three years of service and continuing in 20% increments until fully-vested after seven years of service) shall continue to apply to individuals who separated from service before December 31, 2000 and do not become active Participants in this Plan.

MediaNews Group Retirement/Savings Plan

A Participant who has an account balance including assets which were transferred to this Plan from the MediaNews Group Retirement/Savings Plan (the “MediaNews Plan”) may, after reaching age 59½, withdraw all or part of his/her vested matching contribution and discretionary profit sharing contribution account balance that was transferred from the MediaNews Plan.

Metromix LLC

The following provisions apply to former employees of Metromix LLC who are employed by the Employer:

Multimedia, Inc. Salary Deferral Thrift Plan

Any Participant who has an account balance which was transferred to this Plan from the Multimedia, Inc. Salary Deferral Thrift Plan (the “Multimedia Plan”) shall have the early retirement provisions of the Multimedia Plan apply to the portion that was so transferred.  Therefore, any such Participant may retire at age 55 with ten Years of Service and be 100% vested in the transferred account balance.

Any Participant with a transferred account balance may take an in-service withdrawal from that portion of the transferred account known as the “Employee Savings Account”, which consists of the balance in his/her “Member Savings Account” under the plan in effect on July 1, 1984.

A Participant, inactive Participant and surviving Spouse of either may defer payment of benefits until the date the Participant or inactive Participant reaches age 70½ or in the case of a surviving Spouse, the date the deceased Participant would have reached age 70½.

National Shared Services Center

Prior to January 1, 2016, eligible Employees in this business unit will receive a matching contribution equal to 50% on the first 6% of the Employee’s Compensation that he or she elects to contribute to the Plan.  On and after January 1, 2016, the matching contribution shall be the same as other eligible Participants.

North Jersey Media Group, Inc. Retirement Savings Plan

Notwithstanding any provision in the Plan to the contrary, each employee who accepts an employment offer with Gannett Co., Inc. or its affiliates in connection with that certain Asset Purchase Agreement with North Jersey Media Group Inc. dated July 6, 2016, and becomes an eligible participant in the Plan shall be permitted to elect to directly roll over to the Plan such employee’s entire account balance in the North Jersey Media Group Inc. Retirement Savings Plan, including any plan loans; provided that the employee makes such rollover election within 45 days of the closing date of the Asset Purchase Agreement.  Such rollover, including the rollover of any plan loans, shall be made in accordance with the Internal Revenue Code, ERISA and all applicable laws.

Observer & Eccentric Newspaper employees represented by the Newspaper Guild of

Detroit Local 22 and the Detroit Newspaper P&G Comm. Union, Local 13N

Effective as of the date that the Observer & Eccentric 401(k) Plan for Employees Represented by the Newspaper Guild of Detroit Local 22 and the Observer & Eccentric 401(k) Plan for Employees Represented by the Detroit Newspaper P&G Comm. Union, Local 13N (the “Observer & Eccentric Plans”) were merged into the Gannett Co., Inc. 401(k) Savings Plan, eligible employees of the Observer & Eccentric Newspapers represented by the Newspaper Guild of Detroit Local 22 and the Detroit Newspaper P&G Comm. Union, Local 13N may participate in the Plan; provided that such employees are not entitled to receive any matching or Employer contributions.  In connection with the merger of the Observer & Eccentric Plans into the Plan, Participant account balances in the Observer & Eccentric Plans shall be transferred to the age appropriate life cycle fund offered under the Plan.  Subsequent to the merger, Participants may transfer such amounts to other investment funds offered under the Plan.  Additionally, until such Participants elect otherwise, if Participants in the Observer & Eccentric Plans had been making tax-deferred contributions into such plans immediately prior to the merger, such tax-deferred contributions shall continue to be made to the Plan at the same percentage rate they had been made to the Observer & Eccentric Plans before the merger.

ReachLocal Inc.

Subject to the terms of the Plan, employees of ReachLocal Inc. (“ReachLocal”) are eligible to participate in the Plan effective July 1, 2017.  Each employee of ReachLocal participating in the Plan shall be referred to as a “ReachLocal Participant.”

In lieu of the matching contribution set forth in Section 3.4, ReachLocal Participants shall receive a matching contribution equal to 100 percent of the first three percent of Compensation that such ReachLocal Participant contributes under Section 3.1 and/or Section 3.2 for such payroll period.  Effective January 1, 2018, ReachLocal Participants shall receive a matching contribution equal to 100% of the first four percent of Compensation that such ReachLocal Participant contributes under Section 3.1 and/or Section 3.2 for such payroll period.  Effective January 1, 2019, ReachLocal Participants shall receive the same safe harbor matching contribution as other eligible Participants.

Effective July 31, 2017, the ReachLocal Plan will be merged into the Plan.  The following special provisions apply to ReachLocal Participants (and former employees of ReachLocal with an account balance transferred from the ReachLocal Plan to the Plan):

Reviewed.com

Eligible employees of Reviewed.com may participate in the Plan.  No matching contribution will be made for this group of employees for Plan Years prior to January 1, 2016.  Effective January 1, 2016, eligible employees of Reviewed.com will be eligible for the same matching contribution as other eligible Participants.

Southland Publishing Company Profit Sharing Plan

All accounts which were transferred to this Plan from the Southland Publishing Company Profit Sharing Plan (the “Southland Plan”) shall be 100% vested at all times.

The Springfield Offset Pre-Tax Savings Plan

For purposes of applying this vesting schedule, a “One Year Period of Service” means each 12 months during one or more Periods of Service.  Thirty days are deemed to be a month in the case of the aggregation of fractional months.

“Period of Service” means a period of service commencing when an employee first completes an Hour of Service or first completes an Hour of Service following a Period of Severance, whichever is applicable, and ending on the Severance from Service Date.  Additionally:

“Severance from Service Date” means the earlier of:

Notwithstanding the above, the Severance from Service Date of an employee who is absent from service beyond the first anniversary of the first date of absence by reason of a maternity or paternity absence is the second anniversary of the first day of such absence.  The period between the first and second anniversaries of the first date of absence from work is neither a Period of Service nor a Period of Severance.  A maternity or paternity absence is an absence beginning on or after January 1, 1985 by reason of a pregnancy of the employee, by reason of the birth of a child of the employee, by reason of the placement of a child with the employee in connection with the adoption of such child by such employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement.

In addition, a Participant with a transferred account balance from the Springfield Plan may, after attainment of age 59½, elect to withdraw all or any part of the value of the vested matching contributions and employee pre‑tax contributions made on his/her behalf to the Springfield Plan and earnings thereon.

Tallahassee Democrat

In connection with that certain Asset Exchange Agreement by and among Gannett Co., Inc., Gannett Satellite Information Network, Inc., Des Moines Register and Tribune Company, Media West-FPI, Inc., Federated Publications, Inc., Knight-Ridder, Inc., KR U.S.A., Inc., Knight Ridder Digital and Tallahassee Democrat, Inc., dated August 3, 2005 (the “Asset Exchange Agreement”):

Texas-New Mexico Newspapers Partnership

On June 1, 2015 (the “Acquisition Date”), the Company completed the acquisition of the remaining 59.36% interest in the Texas-New Mexico Newspapers Partnership that it did not previously own.  The following provisions apply to eligible employees of Texas-New Mexico Newspapers Partnership or its Affiliates who are employed by Participating Affiliates (“TNP Participants”).  Effective as of the Employer’s first payroll period in July 2015:

A TNP Participant shall not be permitted to invest any portion of his/her account balance in the Gannett Stock Fund.  Additionally, any Employer matching or nonelective contribution made with respect to a TNP Participant shall be made in cash, not Employer stock.

TNI Partners

Neither the contributions of TNI Partners nor of its employees shall be invested in the Gannett Stock Fund.  Contributions on behalf of such employees shall be invested in the other investment funds in accordance with elections made by such Participants in accordance with Section 6.4.

TNI/NPC Thrift Plan

All accounts which were transferred to this Plan from the TNI/NPC Thrift Plan (the “TNI/NPC Plan”) shall be 100% vested at all times.

Thomson Newspapers Holdings Inc. 401(k) Savings Plan Plus and the Thomson Newspapers Inc. 401(k) Plan for Union Employees

An individual who was making 401(k) contributions to the Thomson Newspapers Holdings Inc. 401(k) Savings Plan Plus or the Thomson Newspapers Inc. 401(k) Plan for Union Employees (collectively referred to as the “Thomson Plans”) immediately before becoming an eligible Participant in this Plan on July 21, 2000 shall be deemed to have made an election to make 401(k) contributions to this Plan in an amount equal to the amount that the individual was contributing to the Thomson Plans.  The Participant may revoke or change such “deemed election” at any time.  The contributions shall be invested in a money market account until such time as the Participant elects a different investment alternative or the Committee directs otherwise.

A Participant who became an employee of Gannett or an Affiliated Company in connection with Gannett’s acquisition of certain properties of Thomson Newspapers Inc. on July 21, 2000 (the “Thomson Acquisition”) shall have his/her service as an employee of Thomson Newspapers Inc. or its affiliates included for purposes of the Plan’s eligibility and vesting rules.

A Participant whose account balance includes assets that were directly transferred to this Plan from one of the Thomson Plans in connection with the Thomson Acquisition may elect, after attaining age 59 ½, to take an in-service distribution of that portion of his/her vested account balance (including earnings thereon) that was transferred from one of the Thomson Plans.

Tucker Communications, Inc. Trader Publications 401(k) Plan          

A Participant who has an account balance including assets which were transferred to this Plan from the Tucker Communications, Inc. Trader Publications 401(k) Plan may elect to take a distribution of such transferred amount upon attaining age 65, even if the Participant is still employed by Gannett or an Affiliated Company at that time.

Turnstile Media Group 401(k) Plan

On October 5, 2016 (the "Acquisition Date"), the Company acquired Golfweek magazine, a business unit of Turnstile Media Group. For a specified period of time after the Acquisition Date (but not to exceed 90 days), former participants in the Turnstile Media Group 401(k) Plan (the "Turnstile Plan") who become Participants in the Plan may elect to directly roll over their account balances in the Turnstile Plan to the Plan, including any loans that may be outstanding from their account in the Turnstile Plan.

Wausau-Merrill Daily Herald Profit Sharing Plan

All accounts which were transferred to this Plan from the Wausau-Merrill Daily Herald Profit Sharing Plan shall be 100% vested at all times.

WKYC TV, Inc.

For any participant who has an account balance which was transferred to this Plan from the 401(k) Savings Plan for Certain Union Represented Employees of WKYC TV, Inc., the following payment options will apply to the portion that was so transferred:

The nonunion employees of WKYC TV, Inc. are eligible to participate in the Plan for payroll periods on or after January 1, 1998.

W*USA Thrift and Savings Plan

All accounts which were transferred to this Plan from the W*USA Thrift and Savings Plan (the “W*USA Plan”) shall be 100% vested at all times.

Winnebago Savings Plan

All accounts which were transferred to this Plan from the Winnebago Savings Plan shall be 100% vested at all times.

WordStream, Inc.

In connection with that certain Agreement and Plan of Merger by and among WordStream, Inc., Gannett Co., Inc., Orca Merger Sub, Inc. and Shareholder Representative Services LLC dated May 9, 2018 (the “Merger Agreement”), eligible employees of WordStream, Inc. (“WordStream Participants”) shall become eligible to participate in the Plan, effective as soon as administratively practicable following the closing date of the Merger Agreement.

The following rules shall apply to WordStream Participants:

Special Rules for Certain Business Units

Cherry Hill union employees do not receive a matching contribution.

Appendix C

Investment Funds

As of January 1, 2019

The Trustee shall maintain the following Funds:

(a)          Gannett Stock Fund, which shall be invested primarily in shares of Employer Stock.  A portion of this Fund may be invested in cash or a cash equivalent.  This Fund may include one or more component funds which are invested primarily in shares of Employer Stock and designated to hold investments of Company matching contributions or elective deferrals and other contributions.  The portion of the Gannett Stock Fund that holds investments of participants who are or were employed by an Employer that is a member of Gannett Co., Inc.’s “controlled group of corporations” (as defined under Code section 409(l)(4)) is intended to be qualified as a stock bonus employee stock ownership plan under Code section 4975(e)(7).

(b)          Vanguard Treasury Money Market Fund

(c)          Gannett Bond Fund

(d)          Gannett International Equity Fund

(e)          Gannett US Equity Fund

(f)          Vanguard Total Stock Market Index Fund

(g)          Mutual Fund Brokerage Account, which permits participants to establish a self-directed mutual fund brokerage account through which participants can purchase a number of different mutual funds.

(h)          GMO Benchmark-Free Allocation Series Fund (this fund will be eliminated as an investment option effective January 2, 2019)

(i)          Vanguard Total Bond Market Index Fund

(j)          Vanguard Total International Stock Index Fund

(k)          Vanguard Retirement Savings Trust III

(l)          Vanguard Target Retirement Trusts II (date specific, corresponding to birth year and the target date closest to the year a participant will reach age 65)

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Exhibit 4.17

GANNETT CO., INC. 401(K) SAVINGS PLAN

(As Amended and Restated Effective January 1, 2019)

Amendment No. 1

Gannett Co., Inc. (the “Company”) hereby amends the Gannett Co., Inc. 401(k) Savings Plan (as amended and restated effective January 1, 2019) (the “Plan”), as follows:

1.          Effective as of the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media Investment Group Inc., the Company, Arctic Holdings LLC, and Arctic Acquisition Corp., the preamble of the Plan is amended by adding the following new provision to the end thereof:

On the closing date (the “Merger Date”) under that certain Agreement and Plan of Merger, dated as of August 5, 2019 (the “Merger Agreement”), by and among New Media Investment Group Inc., a Delaware corporation (the “Parent”), the Company, Arctic Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation.  Pursuant to the terms of the Merger Agreement, each share of common stock of the Company outstanding immediately prior to the effective time of the merger (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 shares of Parent common stock, with cash being paid in lieu of any fractional shares.  On the Merger Date, Parent will be renamed “Gannett Co., Inc.”.  As a consequence of the merger, the Gannett Stock Fund shall continue to be called the Gannett Stock Fund but such fund will hold Parent common stock, not Company common stock.

2.          Effective as of the Merger Date, Section 1.22 shall be amended to replace such Section with the following:

3.          Effective as of the Merger Date, Section 1.29 shall be amended to replace such Section with the following:

4.          Effective as of the Merger Date, a new Section 1.36A and a new Section 1.36B of the Plan shall be added after current Section 1.36 to provide:

5.          Effective as of the Merger Date, a new Section 1.38A of the Plan shall be added after current Section 1.38 to provide:

6.          Effective as of the Merger Date, a new Section 12.8 of the Plan shall be added after current Section 12.7 to provide:

12.8          As a consequence of the merger under the Merger Agreement, each share of the Company’s common stock outstanding immediately prior to the Merger Effective Time (other than any Company Excluded Shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into (1) the right to receive $6.25 in cash, and (2) .5427 of a Parent common stock share, with cash being paid in lieu of any fractional shares.  Notwithstanding any provision to the contrary, as soon as administratively practicable after the closing of the merger under the Merger Agreement, each Participant’s or Beneficiary’s share of the cash merger consideration received by the Gannett Stock Fund will be reinvested in the Plan’s qualified default investment alternative (i.e., the Participant’s or Beneficiary’s age appropriate life cycle fund).

IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of November ____, 2019.