THE McCLATCHY COMPANY BENEFIT RESTORATION PLAN

The McClatchy Company (the “Company”) has established The McClatchy Company Benefit Restoration Plan (the “Plan”) for the benefit of certain executives of the Company and its Affiliates.  The Plan is established effective February 4, 2009 (the “Effective Date”).  The Company intends that the Plan shall be treated as an unfunded plan for purposes of the Internal Revenue Code of 1986, as amended (the “Code”) and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and as a plan for a select group of management and highly compensated employees for purposes of ERISA.

Eligibility to participate in the Plan is limited to those employees of the Company and its Affiliates   who are eligible to participate in the 401(k) Plan and whose Compensation in any calendar year exceeds the applicable limit under Code Section 401(a)(17) ($245,000 for 2009).  Such an employee of the Company or its Affiliates   automatically will become a participant in the Plan (a “Participant”) when his Compensation exceeds such limit.

2.2   Company Matching Contribution Amount

For each calendar year for which the Company makes a matching contribution to salaried employees under the 401(k) Plan generally, the Company will make a Company Matching Contribution under this Plan to each Participant who remains employed by the Company or its Affiliates on the last day of such calendar year or who terminated employment with the Company and its Affiliates during the calendar year on account of retirement on or after age 55, death or Disability.  No Company Matching Contribution shall be credited for a year to a Participant if the Participant is not employed by the Company or an Affiliate on the last day of the year and did not terminate employment during the year on account of retirement on or after age 55 or on account of death or Disability.

A Participant’s benefit under his Account shall vest in accordance with the following schedule based on his years of vesting service under the 401(k) Plan:

The Plan Administrator may, in its sole discretion, make distributions to a Participant from his Account prior to the date that amounts would otherwise become payable if the Plan Administrator determines that the Participant has incurred an Unforeseeable Emergency.  The amount of any such distribution shall be limited to the amount reasonably necessary to meet the Participant’s needs created by the Unforeseeable Emergency, plus the amount necessary to pay the taxes thereon.

A bookkeeping Company contribution Account shall be established and maintained by the Plan Administrator for each Participant in which shall be recorded the amounts credited as Company Matching Contributions and Company Supplemental Contributions.

4.2  Investment Performance

Participants’ Accounts shall be adjusted to reflect increases or decreases based on the allocation of the Account in one Investment Index or among two or more Investment Indices, as determined by the Plan Administrator in its sole discretion for all Accounts.  The Plan Administrator is authorized prospectively to replace or otherwise modify the Investment Indices used under the Plan, and to reallocate the Accounts prospectively into an Investment Index or among two or more Investment Indices.

4.3  Valuation Date

Each Participant’s Account shall be valued as of each December 31, and on the last day of the month in which the Participant ceases to be an employee, at which point credits under Section 4.2 shall be made with respect to the Account balance remaining in the Plan as of the Valuation Date.  The Plan Administrator also may establish such other date or dates as Valuation Dates with respect to a Participant’s Account or particular investments in the Account.

A Participant may designate a Beneficiary or Beneficiaries to receive payment of his vested Account in the event of his death.  Each Beneficiary designation:  (i) shall be made on a form filed in the manner prescribed by the Plan Administrator, (ii) shall be effective when, and only if made and filed in such manner during the Participant’s lifetime, and (iii) upon such filing, shall automatically revoke all previous Beneficiary designations.  Upon the death of a Participant, the full amount of the Participant’s vested Account (or the remaining amount of the vested Account in the event that installment payments have commenced) shall be paid to the Participant’s Beneficiary in a single lump sum.

If the payments to be made pursuant to this section are not subject to a valid Beneficiary designation at the time of the Participant’s death (because the designated Beneficiary predeceased the Participant or for any other reason), the estate of the Participant shall be the Beneficiary.  If a Beneficiary designated by the Participant to receive all or anypart of the Participant’s Account dies after the Participant but before complete distribution of that portion of the Account, and at the time of the Beneficiary’s death there is no valid designation of a contingent Beneficiary, the estate of such Beneficiary shall be the Beneficiary of the portion in question.

               6.1.   Initial Claim

If a Participant believes he is entitled to payments under the Plan which have not been paid or have been paid in a lesser amount, the Participant may submit a written claim to the Plan Administrator.  If the Plan Administrator determines that the claim should be denied, written notice of the decision will be furnished to the Participant within a reasonable period of time.  This notice will set forth in clear and precise terms the specific reasons for the denial, specific reference to pertinent Plan provisions on which the denial is based, a description of additional material or information necessary for the Participant to perfect the claim, and an explanation of the Plan’s review procedure.  The written notice shall be given to the Participant within ninety (90) days after receipt of the claim, unless special circumstances require an extension of time for processing the claim, in which case a decision will be rendered and written notice furnished within one hundred eighty (180) days after receipt of the claim.  A written notice of such extension of time indicating the special circumstances and expected date of decision will be furnished to the Participant within the initial ninety (90) day period.

                 6.2.   Claims Appeal

The Participant may, within 60 days after receiving notice denying the claim, request a review of the decision by written application to the Committee.  The Participant may also review pertinent documents and submit issues and comments in writing.  A written decision on the appeal will be made by the Committee not later than 60 days after receipt of the appeal, unless special circumstances require an extension of time, in which case a decision will be rendered within a reasonable period of time, but in no event later than 120 days after receipt of the appeal.  A written notice of such extension of time will be furnished to the Participant before such extension begins.  The decision will include the specific reason(s) for the decision and the specific reference(s) to the pertinent plan provisions on which the decision is based.  The decision will be final.  A Participant’s Beneficiary also may use the claim procedures set forth in Section 6.1 and this Section.

               7.1.   Administration

The Company shall serve as the Plan Administrator.  The Plan Administrator shall have the full power and authority to control and manage the operation and administration of the Plan, including the authority, in its sole discretion: (a) to promulgate and enforce such rules and regulations as deemed necessary or appropriate for the administration of the Plan; (b) to interpret the Plan consistent with the terms and intent thereof; and (c) to resolve any possible ambiguities, inconsistencies and omissions in the Plan.  All such actions shall be in accordance with the terms and intent of the Plan.

The Company may designate, by written instrument acknowledged by the parties, one or more persons to carry out its fiduciary responsibilities as Plan Administrator.  To the extent of any such delegation, the delegate shall become the Plan Administrator responsible for the matters assigned by the Company, and references to the Company in such capacity shall apply instead to the delegate.  Additionally, the Company may assign any of its responsibilities to specific persons who are directors, officers, or employees of the Company, or a committee composed of such persons, in order to execute its actions as the Plan Administrator.  Any action by the Company assigning any of its responsibilities to specific persons who are directors, officers, or employees of the Company, or a committee composed of such persons, shall not constitute delegation of the Company’s responsibility as Plan Administrator, but rather shall be treated as the manner in which the Company has determined internally to discharge such responsibility.  One such assignment is hereby made to the General Counsel, who shall have the power on behalf of the Company to