AMENDED THEMcCLATCHY COMPANY EMPLOYEESTOCK PURCHASE PLAN (Amendedand Restated as of January 29, 2008)

(a)  

“Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

(b)  

“Committee” means the committee of the Board of Directors appointed to administer the Plan, as provided in Section 3.  If no such committee has been appointed, the full Board of Directors shall act as the Committee.

(c)  

“Company” means The McClatchy Company, a Delaware corporation.

(d)  

“Compensation” means the base compensation paid in cash to a Participant by a Participating Company, including salaries, wages, direct sales commissions, and lump sums in lieu of wage increase, but excluding bonuses, incentives, shift differentials, other commissions, overtime pay or any other pay for work outside the regular work schedule, all as determined by the Committee.

(e)  

“Eligible Employee” means any employee of a Participating Company:

(i)  

whose customary employment is for more than five months per calendar year and at least 20 hours per week; and

(ii)  

who has been an employee of a Participating Company for not less than six consecutive months.

(f)  

“Fair Market Value” shall mean the market price of Stock determined by the Committee as follows:

 

If the Stock was traded over-the-counter on the date in question but was not classified as a national market issue, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted by the NASDAQ system for such date;

(ii)  

If the Stock was traded over-the-counter on the date in question and was classified as a national market issue, then the Fair Market Value shall be equal to the closing price quoted by the NASDAQ system for such date;

(iii)  

If the Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; and

(iv)  

If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

(g)  

“Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(b).

(h)  

“Participating Company” means the Company and each present or future Subsidiary, except Subsidiaries excluded by the Committee.

(i)  

“Participation Period” means a period during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(a).

(j)  

“Plan” means this The McClatchy Company Employee Stock Purchase Plan, as amended from time to time.

(k)  

“Plan Account” means the account established for each Participant pursuant to Section 8(a).

“Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

(m)  

“Stock” means the Class A Common Stock of the Company.

(n)  

“Stock Maximum” means the maximum number of shares of Stock permitted to be purchased by a Participant with respect to a Participation Period, which maximum shall be 1,000 shares or such other amount as established by the Company’s Chief Executive Officer in writing.  The limitations set forth in Section 9 and Section 13(a) also apply to purchases made under this Plan.

(o)  

“Subsidiary” means a corporation, 50% or more of the total combined voting power of all classes of stock of which is owned by the Company or by another Subsidiary.

(a)

The Committee.  The Plan shall be administered by the Committee.  The interpretation and construction by the Committee of any provisions of the Plan or of any right to purchase Stock granted under the Plan shall be conclusive and binding on all persons.

(b)

Rules and Forms.  The Committee may adopt such rules and forms under the Plan as it considers appropriate.

(a)  

Participation Periods.  While the Plan is in effect, there shall be four Participation Periods in each calendar year, consisting of the three-month periods commencing on each January 1, April 1, July 1 and October 1.

(b)  

Enrollment.  Any individual who, on the date preceding the first day of a Participation Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Participation Period by executing the enrollment form prescribed for this purpose by the Committee.  The enrollment form shall be filed with the Company not later than the 10th working day prior to the commencement of the Participation Period.  Any enrollment forms and elections filed under the Plan in effect prior to July 1, 1998, shall continue to apply on and after such date, unless a new enrollment form is filed under Section 5.

(c)  

Duration of Participation.  Once enrolled, a Participant shall continue to participate in the Plan for each succeeding Participation Period until he or she ceases to be an Eligible Employee, withdraws from the Plan or reaches the end of the Participation Period in which he or she discontinued contributions.  A Participant who discontinued contributions under Section 5(d) or withdrew from the Plan under Section 6(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above.

(a)  

Frequency of Payroll Deductions.  A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions.  Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall commence with the first payday in the Participation Period and shall continue on each subsequent payday during participation in the Plan.

(b)  

Amount of Payroll Deductions.  An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock.  Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 6%.

(c)  

Changing Withholding Rate.  If a Participant wishes to change the rate of payroll witholding, he or she may do so by filing a new enrollment form with the Company not later than the 10th working day prior to the commencement of the Participation period for which such change is to be effective.

(d)  

Discontinuing Payroll Deductions.  If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new enrollment form at any time.  Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company.

(a)  

Withdrawal.  A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at any time before the last business day of a Participation Period.  As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest.  No partial withdrawals shall be permitted.

(b)  

Re-Enrollment After Withdrawal.  A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls for a subsequent Participation Period under Section 4(b).

(a)  

Termination of Employment.  Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a).  (A transfer from one Participating Company to another shall not be treated as a termination of employment.)

(b)  

Death.  In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to the Participant’s estate.

(a)  

Plan Accounts.  The Company shall maintain a Plan Account on its books in the name of each Participant.  As of each payday in a Participation Period, the amount deducted from the Participant’s Compensation shall be credited to the Participant’s Plan Account.  No interest shall be credited to Plan Accounts.

(b)  

Purchase Price.  The Purchase Price for each share of Stock shall be the lower of:

(i)  

85% of the Fair Market Value of such share on the first trading day of the Participation Period; or

(ii)  

85% of the Fair Market Value of such share on the last trading day of the Participation Period.

(c)  

Number of Shares Purchased.  As of the last business day of each Participation Period, each Participant shall be deemed to have elected to purchase the number of whole shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 6(a).  The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of whole shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account.  The foregoing notwithstanding, no Participant shall purchase a number of shares of Stock more than Stock Maximum with respect to any Participation Period, nor shares of Stock in excess of the amounts set forth in Sections 9 and 13(a).

(d)  

Available Shares Insufficient.  In the event that the aggregate number of shares that all Participants elect to purchase during a Participation Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase.  Thereafter, the Plan will be suspended and no purchases shall occur until the Participation Period immediately following an increase in the number of shares authorized for issuance at the annual stockholder meeting.

(e)  

Issuance of Stock.  Certificates representing the number of shares of Stock purchased shall be issued as soon as reasonably practicable after the close of the Participation Period.  Shares shall be registered in the name of the Participant.

(f)  

Unused Cash Balances.  Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for a fractional share shall be carried over in the Participant’s Plan Account to the next Participation Period.  Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares which could not be purchased by reason for Subsection (c) above or Section 13(a) shall be either: (i) refunded to the Participant in cash, without interest, or (ii) with the Participant’s consent, carried over in Participant’s Plan Account to the next Participation Period.

(a)  

Such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company; or

(b)  

Under the terms of the Plan, such Participant’s rights to purchase stock under this and all other qualified employee stock purchase plans of the Company or any parent or Subsidiary of the Company would accrue at a rate that exceeds $25,000 of fair market value of such stock (determined at the time when such right is granted) for each calendar year for which such right or option is outstanding at any time.

Authorized Shares.  The aggregate number of shares of Stock available for purchase under the Plan shall be 4,625,000, subject to adjustment pursuant to this Section 13.

(b)  

Anti-Dilution Adjustments.  The aggregate number of shares of Stock offered under the Plan, the Stock Maximum, and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares, the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company or the distribution of the shares of a subsidiary to the Company’s stockholders.

(c)  

Reorganizations.  In the event of a dissolution or liquidation of the Company, or a merger or consolidation to which the Company is a constituent corporation, the Plan shall terminate unless the plan of merger, consolidation or reorganization provides otherwise, and all amounts that have been withheld but not yet applied to purchase Stock hereunder shall be refunded, without interest.  The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.