Supplemental Retirement Plan - Gannett Co. Inc.


                 GANNETT SUPPLEMENTAL RETIREMENT PLAN
                   (Restated as of January 1, 1998)


ARTICLE ONE

Definitions

1.1  'Plan' means this Gannett Supplemental Retirement Plan.

1.2  'Funded Plan' means the Gannett Retirement Plan as it may pertain to a
     particular Employee.

1.3  'Company' means Gannett Co., Inc.

1.4  'Board' means the Board of Directors of Gannett Co., Inc.

1.5  'Committee' means the Gannett Benefit Plans Committee.

1.6  'Effective Date' means January 1, 1978.  The effective date of this
     restatement is January 1, 1998.

1.7  'Employee' means any employee of the Company who (1) is paid through the
     Company's headquarters payroll system, operating as of the date of this
     restatement in Arlington, Virginia ('Corporate Payroll'), (2) is within
     'a select group of management or highly compensated employees' as this
     term is used in Title I of ERISA and (3) is designated by the Company's
     Benefit Plans Committee as being an eligible participant in the Plan and
     listed on Appendix A or B.

1.8  'Monthly Benefit' means:

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

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

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

1.9  'Normal Retirement Date' and 'Early Retirement Date' mean the relevant
     dates in the Funded Plan as they apply to a particular Employee.

1.10 'Code' means the Internal Revenue Code of 1986 as amended, and
     regulations thereunder.


ARTICLE TWO

Purpose of Plan

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


ARTICLE THREE

Eligibility and Vesting

3.1  All Employees shall be eligible to participate in this Plan.  The Benefit
     Plans Committee has full discretionary authority to add or delete
     individuals from participation in this Plan by amending Appendix A or B.
     If an individual's name is removed from Appendix A or B, such individual
     shall have no rights to benefits under this Plan except for those benefits
     that have vested as of the date of removal or that will vest in the future
     pursuant to the last paragraph of Section 4.2.

     Benefits determined under Article Four shall vest pursuant to the same
     vesting schedule and vesting terms and conditions as are in effect from
     time to time under the Funded Plan.


ARTICLE FOUR

Benefits

4.1  The Company shall pay the benefits due under this Plan commencing within
     30 days of retirement, disability, death or any other event that entitles
     an Employee or the Employee's beneficiary to receive benefits under the
     Funded Plan. Notwithstanding the foregoing, no benefits shall commence
     prior to the date an Employee attains or would have attained Early
     Retirement Age under the Funded Plan.

4.2  The benefit payable under this Plan is determined by (i) calculating the
     Employee's Monthly Benefit and (ii) subtracting from such monthly amount
     the actual benefit to which the Employee is entitled under the Funded
     Plan. For purposes of calculating the offset under subsection (ii), if
     the Employee's benefit is determined under Article VIA of the Funded Plan,
     it shall be converted to an actuarially equivalent single life annuity,
     determined as follows:

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

     - For deferred vested Employees, the Employee's benefit under the Funded
       Plan shall be converted to a single life annuity payable at age 65.

     To the extent that the amount of an Employee's monthly benefit under the
     Funded Plan is increased or decreased (due, e.g., to a change in the
     401(a)(17) or 415 limits or otherwise), the amount payable from this Plan
     shall increase or decrease accordingly.

     Notwithstanding the foregoing, an Employee's monthly benefit calculations
     under subsections (i) and (ii) above shall not take into account any of
     his or her service with Army Times, Asbury Park, Multimedia or their
     related businesses prior to the date that the Employee transfers to the
     Company's Corporate Payroll.

     If an Employee leaves the Company's Corporate Payroll, no further benefits
     shall accrue under this Plan, provided that service within the Company's
     controlled group will count for purposes of determining the vested portion
     of the benefit accrued to the date an Employee leaves the Company's
     Corporate Payroll.

4.3  The benefit payable under this Plan shall be payable in the same form as
     the form in which benefits are payable to the Employee under the Funded
     Plan, except that benefits under this Plan shall not be payable in the
     form of a 'lump sum' distribution.  If no timely election is made, or a
     timely election is not possible at the time benefits become payable
     (e.g., due to the death of a contingent annuitant or a change in marital
     status), the benefit payable to a single Employee will be paid in the
     form of a single life annuity and the benefit payable to a married
     Employee will be paid in the form of a joint and 100 percent spousal
     survivor annuity.  In the case of a contingent annuitant annuity or any
     option other than a life-only annuity, the amount of the benefit shall be
     actuarially reduced to reflect that form of payment.

     If an Employee's benefit commences prior to his or her Normal Retirement
     Date, the benefit from this Plan shall be reduced in the same manner as
     provided for in the Funded Plan.  If an Employee dies after becoming
     vested but before the Employee's benefit commences, a spouse, if
     surviving, shall be entitled to receive a monthly lifetime benefit equal
     to the benefit that would have been received had the Employee terminated
     employment on his or her date of death and retired on the first day of
     the month on or following the later of the Employee's date of death or
     the date that would have been the Employee's earliest Early Retirement
     Date, and elected a 100 percent spousal survivor annuity, and then died.

     Any actuarial adjustments required with respect to benefits payable under
     this Plan shall be accomplished by reference to the actuarial assumptions
     used in the Funded Plan.

4.4  The benefits payable under this Plan shall be paid by the Company each
     year out of assets which at all times shall be subject to the claims of
     the Company's creditors.  The Company may in its discretion establish a
     trust in which to place assets from which such benefits are to be paid
     on behalf of all or some Employees, as determined by the Committee in
     its sole discretion, but neither the creation of such trust nor the
     transfer of funds to such trust shall render such assets unavailable to
     settle the claims of the Company's creditors.

     Notwithstanding the establishment of a trust, the Company intends this
     Plan to be unfunded for tax purposes and for purposes of Title I of ERISA.
     In addition, despite the existence of this Plan or an associated trust to
     pay promised benefits, Employees have the status of general unsecured
     creditors of the Company and the Plan constitutes a mere promise to make
     benefit payments in the future.


ARTICLE FIVE

Administration

5.1  This Plan shall be administered by the Committee which shall possess all
     powers necessary to administer the Plan, including but not limited to
     the sole discretion to interpret the Plan and to determine eligibility
     for benefits.

5.2  The Committee shall cause the benefits due each Employee from this Plan
     to be paid by the Company and/or trustee accordingly.

5.3  The Committee shall inform each Employee of any elections which the
     Employee may possess and shall record such choices along with such other
     information as may be necessary to administer the Plan.

5.4  The decisions made by, and the actions taken by, the Committee in the
     administration of this Plan shall be final and conclusive on all
     persons, and the members of the Committee shall not be subject to
     individual liability with respect to this Plan.


ARTICLE SIX

Amendment and Termination

6.1  While the Company intends to maintain this Plan for as long as necessary,
     the Board, or a committee of the Board acting on its behalf, reserves
     the right to amend and/or terminate it at any time for whatever reasons
     it may deem appropriate.

6.2  Notwithstanding the preceding Section, however, the Company hereby makes a
     contractual commitment to pay the benefits accrued under this Plan to the
     extent it is financially capable of meeting such obligation.


ARTICLE SEVEN

Miscellaneous

7.1  Nothing contained in this Plan shall be construed as a contract of
     employment between the Company and an Employee, or as a right of any
     Employee to be continued in the employment of the Company, or as a
     limitation of the right of the Company to discharge any of its Employees,
     with or without cause.

7.2  An Employee's rights to benefit payments under the Plan are not subject
     in any manner to anticipation, alienation, sale, transfer, assignment,
     pledge, encumbrance, attachment, or garnishment by creditors of the
     Employee or the Employee's beneficiary or contingent annuitant.


IN WITNESS WHEREOF, the Company has caused this restated Plan document to be
executed by its duly authorized officer this 16th day of December 1999.



                                   GANNETT CO., INC.



                                   By: /s/ Richard L. Clapp
                                       ---------------------
                                       Richard L. Clapp
                                       Senior Vice President/
                                       Human Resources