ARTICLE XXIII: 401(k)

1. The Publisher agrees to continue to make available to eligible employees represented by the Guild a qualified voluntary 401(k) savings program subject to the following understanding:

a. The Retirement 401(k) Savings Plan for Represented Employees of Blethen Maine Newspapers, Inc. became effective October 1, 1999, and employees represented by the Guild signatory to this Agreement were eligible to begin voluntary participation at that time or at each calendar quarter thereafter.

b. The Retirement 401(k) Savings Plan for Represented Employees of Blethen Maine Newspapers, Inc. shall be administered solely by the Publisher. The Publisher’s intention is to provide a plan which is as parallel as possible to the Retirement 401(k) Savings Plan for Non-Represented Employees of Blethen Maine Newspapers, Inc. At this time the only planned difference between the two plans is the company matching contribution. The represented employees will continue to receive the match to funds as received prior to October 1, 1999. Represented employees become eligible to participate in the plan at age 21 or older after completing one (1) year of service to be defined as 1,000 hours during the twelve (12) month period measured from the date of hire. Participants are thereafter one hundred percent (100%) vested with employee contributions, the company matching contributions and any investment earnings at all time.

c. Although the Retirement 401(k) Savings Plan for Represented Employees is expected to be available indefinitely, the Publisher reserves the right to terminate the plan. Events which would lead to such termination are unforeseen, however, examples of such events would include: the plan may not be considered “qualified” by the Internal Revenue Service and/or the United States Department of Labor; legislation may change which challenges the viability of the plan; employee participation is too low to justify continuation of the plan; or legislation allows the adoption of a more meaningful but separate plan. The Publisher agrees not to suspend or terminate the Retirement 401(k) Savings Plan for Represented Employees before the expiration of this Agreement.

d. The Publisher will conduct voluntary seminars for employees interested in participating in this plan so they can make an informed choice to participate or not.

e. The Publisher commits to advise the Guild of any changes in the design or administration of the savings plan in advance of such changes.

2. Any employee hired on or before the date of signing of this Agreement will remain covered by the language of Article XXIV (Pension) and the 401(k) plan described above.

3. The parties have agreed to a “soft freeze” of the Blethen Maine Newspapers, Inc. Pension Plan described in Article XXIV (Pension) for employees who are hired the day following the signing of the new Agreement, November 30, 2007, with the Portland Newspaper Guild and thereafter. The parties further agree that such employees shall be eligible for an amended 401(k) plan as described below.

a. Employees will become eligible to participate in the amended 401(k) plan after attaining age 21 and completing one thousand (1,000) hours of service to the Publisher during the twelve (12) month period measured from the date of hire.

b. Employees eligible for the amended 401(k) plan, shall once eligible be automatically enrolled with one percent (1%) of their 401(k) eligible earnings deposited on a basis consistent with employee payroll periods by the Publisher into their accounts on a pre-tax basis.

c. Employees eligible for the amended 401(k) plan shall receive matching contributions of fifty (50) cents on each one dollar contributed by the employee up to a maximum of four percent (4%) of their total straight-time wages, bonuses and commissions.