DEFERRED COMPENSATION AGREEMENT

Exhibit 10.5

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, made the              day of June, 1999, by and between Morris Communications Corporation (hereinafter the “Company”), and Carl N. Cannon (hereinafter the (“Employee”).

WHEREAS, the Company desires to encourage the Employee to serve in an employee capacity until normal retirement at or after the Employee attains 65 years of age (hereinafter “retirement”); and

WHEREAS, the Employee intends to serve the Company until retirement provided the Employer will pay compensation for his services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed between the parties hereto as follows:

ARTICLE I

PURPOSE OF AGREEMENT

1.1 The Company, by execution of this Agreement, hereby establishes the Carl N. Cannon Deferred Compensation Plan (the “Plan”) which shall become effective as of the date selected by the Company in this Agreement. The Plan shall be maintained for the exclusive benefit of Carl N. Cannon.

1.2 The purpose of the Plan is to enhance the Employee’s retirement security by establishing a deferred payment account entitling the Employee to earn the right to receive benefits at retirement, death, or disability.

ARTICLE II

DEFINITIONS

2.1. “Board Committee” means a committee of the Board of Directors of the Company designated with responsibility for management of the Plan or, if no committee is maintained, the entire Board of Directors.

2.2. “Trust” means the trust created in the Trust Under the Morris Deferred Compensation Plan, (hereinafter the “Trust Agreement,” attached as Exhibit A).

2.3. “Trust Account” means the account established in the Trust reflecting the Company’s contributions pursuant to the Plan.

2.4. “Designated Beneficiary” means the person(s) designated by the Employee who are entitled to receive any funds remaining in the Employee’s Trust Account after the Employee’s

death. The Employee may name or change the Designated Beneficiary by completing and delivering to the Trustee an election substantially in the form attached as Exhibit “B”. The Employee may change the Designated Beneficiary (without the consent of any previously named Designated Beneficiary) at any time prior to his death. In the absence of a Designated Beneficiary named by the Employee, the Designated Beneficiary shall be the Employee’s estate.

2.5. “Disability” is deemed to occur when the Board Committee shall find on the basis of medical evidence satisfactory to the Board Committee that the Employee is totally disabled, mentally or physically, so as to be prevented from engaging in further employment by the Company and that such disability will be continuous for a period of at least 6 months.

ARTICLE III

VESTING PERIOD

In accordance with Article IV, the Company is scheduled to make ten annual contributions to the Employee’s Trust Account, designated as contributions numbered 1 through 10. If the Employee terminates employment for the Company before attaining age 65, for any reason other than death or Disability, then the Employee shall forfeit and not be entitled to receive any portion of the Employee’s Trust Account attributable to the Company’s contributions in accordance with the following vesting schedule:

Completed Years of Service from Date of Agreement		Vested in Contributions Numbered:		Forfeit Contributions Numbered:
Less than 5		None		All
5		1-2		3 and higher
6		1-3		4 and higher
7		1-4		5 and higher
8		1-5