McCLATCHY NEWSPAPERS, INC.
                           --------------------------
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                   -------------------------------------------
                           (effective August 15, 1996)


SECTION 1. ESTABLISHMENT AND PURPOSE.
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     The Plan was established in 1994 to offer selected employees of the Company
or of a Subsidiary an opportunity to acquire a proprietary interest in the
success of the Company, or to increase such interest, by purchasing Shares of
the Company's Class A Common Stock. The Plan provides for the grant of Options
to purchase Shares, which may include Nonstatutory Options as wells as ISOs
intended to qualify under section 422 of the Code. Effective as of August 15,
1996, the Plan is amended and restated as set forth herein.

SECTION 2.  DEFINITIONS.
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     (a) "Board" shall mean the Board of Directors of the Company, as
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constituted from time to time.

     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
          ----

     (c) "Committee" shall mean a committee appointed by the Board, as described
          ---------
in Section 3(a).

     (d) "Company" shall mean McClatchy Newspapers, Inc., a Delaware
          -------
corporation.

     (e) "Employee" shall mean any individual who is an employee (within the
          --------
meaning of section 3401(c) of the Code and the regulations thereunder) of the
Company or a Subsidiary, including officers and directors of the Company who are
also employees.

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     (f) "Exercise Price" shall mean the amount for which one Share may be
          --------------
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

     (g) "Fair Market Value" shall mean the market price of a Share, determined
          -----------------
by the Committee as follows:

          (i) If the Share 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;

          (ii) If the Share was traded over-the-counter on the date in question
     and was traded on the Nasdaq system or the Nasdaq National Market, then the
     Fair Market Value shall be equal to the last-transaction price quoted for
     such date by the Nasdaq system or the Nasdaq National Market;

          (iii) If the Share was traded over-the-counter on the date in question
     but was not traded on the Nasdaq system or the Nasdaq National Market, then
     the Fair Market Value shall be equal to the mean between the last reported
     representative bid and asked prices quoted for such date by the principal
     automated inter-dealer quotation system on which Stock is quoted or, if the
     Stock is not quoted on any such system, by the "Pink Sheets" published by
     the National Quotation Bureau, Inc.; 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.

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     (h) "ISO" shall mean an employee incentive stock option described in
          ---
section 422(b) of the Code.

     (i) "Nonstatutory Option" shall mean an employee stock option not described
          -------------------
in sections 422 or 423 of the Code.

     (j) "Option" shall mean an ISO or Nonstatutory Option granted under the
          ------
Plan and entitling the holder to purchase Shares.

     (k) "Optionee" shall mean an individual who holds an Option.
          --------

     (l) "Plan" shall mean this McClatchy Newspapers, Inc. Amended and Restated
          ----
1994 Stock Option Plan, as it may be amended.

     (m) "Service" shall mean service as an Employee.
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     (n) "Share" shall mean one share of Stock, as adjusted in accordance with
          -----
Section 8 (if applicable).

     (o) "Stock" shall mean the Class A Common Stock of the Company.
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     (p) "Stock Option Agreement" shall mean the agreement between the Company
          ----------------------
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

     (q) "Subsidiary" shall mean any corporation, if the Company and/or one or
          ----------
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

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     (r) "Total and Permanent Disability" shall mean that the Optionee is unable
          ------------------------------
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which has lasted, or can be expected
to last, for a continuous period of not less than twelve months or which can be
expected to result in death.

SECTION 3. ADMINISTRATION.
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     (a) Committee Membership. The Plan shall be administered by the Committee
         --------------------
which shall consist of not less than two directors appointed by the Board each
of whom shall satisfy the requirements of Rule 16b-3, as amended of the
Securities Exchange Act of 1934, as amended and (b) such requirements as the
Internal Revenue service may establish for outside directors acting under plans
intended to qualify for exemption under section 162(m)(4)(C) of the Code.

     (b) Committee Procedures. The Board shall designate one of the members of
         --------------------
the Committee as chairman. The Committee may hold meetings at such times and
places as it shall determine. The acts of a majority of the Committee members
present at meetings at which a quorum exists, or acts reduced to or approved in
writing by all Committee members, shall be valid acts of the Committee.

     (c) Committee Responsibilities. Subject to the provisions of the Plan, the
         --------------------------
Committee shall have full authority and discretion to take the following
actions:

          (i) To interpret the Plan and to apply its provisions;

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<PAGE>

          (ii) To adopt, amend or rescind rules, procedures and forms relating
     to the Plan;

          (iii) To authorize any person to execute, on behalf of the Company,
     any instrument required to carry out the purposes of the Plan;

          (iv) To determine when Options are to be granted under the Plan;

          (v) To select the Optionees;

          (vi) To determine the number of Shares to be made subject to each
     Option;

          (vii) To prescribe the terms and conditions of each Option, including
     (without limitation) the Exercise Price, to determine whether such Option
     is to be classified as an ISO or as a Nonstatutory Option, to specify the
     provisions of the Stock Option Agreement relating to such Option, and to
     determine whether an Option should be settled under Section 7(c) and the
     form of settlement;

          (viii) To amend any outstanding Stock Option Agreement, subject to
     applicable legal restrictions and to the consent of the Optionee who
     entered into such agreement; and

          (ix) To take any other actions deemed necessary or advisable for the
     administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Optionees and all persons deriving their rights from an
Optionee. No member of the Committee shall be liable for any action that he or
she has taken

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<PAGE>

or has failed to take in good faith with respect to the Plan or any Option.

SECTION 4.  ELIGIBILITY.
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     (a) General Rule. Only Employees shall be eligible for designation as
         ------------
Optionees by the Committee.

     (b) Ten-Percent Shareholders. An Employee who owns more than 10 percent of
         ------------------------
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
unless (i) the Exercise Price under such ISO is at least 110 percent of the Fair
Market Value of a Share on the date of grant and (ii) such ISO by its terms is
not exercisable after the expiration of five years from the date of grant.

     (c) Attribution Rules. For purposes of Subsection (b) above, in determining
         -----------------
stock ownership, an Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers, sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its shareholders, partners or beneficiaries. Stock with respect to which
such Employee holds an option shall not be counted.

     (d) Outstanding Stock. For purposes of Subsection (b) above, "outstanding
         -----------------
stock" shall include all stock actually issued and outstanding at the time of
the grant of the ISO to the Optionee. "Outstanding stock" shall not include
treasury shares

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<PAGE>

or shares authorized for issuance under outstanding options held by the Optionee
or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.
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     (a) Basic Limitation. Shares offered under the Plan shall be authorized but
         ----------------
unissued Shares or treasury Shares. The aggregate number of Shares which may be
issued under the Plan shall not exceed 812,500 Shares, subject to adjustment
pursuant to Section 8. The number of Shares which are subject to Options at any
time under the Plan shall not exceed the number of Shares which then remain
available for issuance under the Plan. The Company, during the term of the Plan,
shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.

     (b) Additional Shares. In the event that any outstanding Option for any
         -----------------
reason expires or is canceled or otherwise terminated (except as provided in
Section 7 (c)), the Shares allocable to the unexercised portion of such Option
shall again be available for the purposes of the Plan.

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.
----------  -------------------------------

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be
         ----------------------
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems

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<PAGE>

appropriate for inclusion in a Stock Option Agreement. The provisions of
the various Stock Option Agreements entered into under the Plan need not be
identical.

     (b) Number of Shares. Each Stock Option Agreement shall specify the number
         ----------------
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8. Options granted to any Optionee in a
single calendar year shall in no event cover more than 187,500 Shares, subject
to adjustment in accordance with Section 8. The Stock Option Agreement shall
also specify whether the Option is an ISO or a Nonstatutory Option.

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
         --------------
Price. The Exercise Price of an Option shall not be less than 100 percent of the
Fair Market Value of a Share on the date of grant, except as otherwise provided
in Section 4(b). Subject to the preceding sentence, the Exercise Price under any
Option shall be determined by the Committee at its sole discretion. The Exercise
Price shall be payable in accordance with Section 7.

     (d) Exercisability and Term. Each Stock Option Agreement shall specify the
         -----------------------
date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option. The term shall
not exceed 10 years from the date of grant, except as otherwise provided in
Section 4(b). Subject to the preceding sentence, the Committee at its sole
discretion shall determine when all or any part of an

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<PAGE>

Option is to become exercisable and when such Option is to expire.

     (e) Nontransferability. During an Optionee's lifetime, and unless his or
         ------------------
her Stock Option Agreement otherwise provides, his or her Option(s) shall be
exercisable only by him or her and shall not be transferable. In the event of an
Optionee's death, his or her nontransferable Option(s) shall not be transferable
other than by beneficiary designation, will or by the laws of descent and
distribution.

     (f) Termination of Service (Except by Death). If an Optionee's Service
         ----------------------------------------
terminates for any reason other than death, then his or her Option(s) shall
expire on the earliest of the following occasions:

          (i) The expiration date determined pursuant to Subsection (d) above;

          (ii) The date 90 days after the termination of the Optionee's Service,
     if the termination occurs on or after the earliest date when he or she is
     eligible for early or normal retirement under the Restated Retirement Plan
     for Employees of McClatchy Newspapers;

          (iii) The date one year after the termination of the Optionee's
     Service, if the termination occurs because of his or her Total and
     Permanent Disability; or

          (iv) The date 30 days after the termination of the Optionee's Service,
     if the termination is not described in Paragraphs (ii) or (iii) above.

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<PAGE>

Notwithstanding the above, the Committee may agree to alternative expiration
periods in any applicable Stock Option Agreement, so long as such alternative
periods do not exceed 10 years from the date of grant as set forth in Subsection
(d) above. The Optionee may exercise all or part of his or her Option(s) at any
time before the expiration of such Option(s) under the preceding sentence, but
only to the extent that such Option(s) had become exercisable before his or her
service terminated or became exercisable as a result of the termination. The
balance of such Option(s) shall lapse when the Optionee's Service terminates. In
the event that the Optionee dies after the termination of his or her Service but
before the expiration of his or her Option(s), all or part of such Option(s) may
be exercised (prior to expiration) by the executors or administrators of the
Optionee's estate or by any person who has acquired such Option(s) directly from
him or her by bequest or inheritance, but only to the extent that such Option(s)
had become exercisable before his or her Service terminated or became
exercisable as a result of the termination.

     (g) Leaves of Absence. For purposes of Subsection (f) above, Service shall
         -----------------
be deemed to continue while the Optionee is on military leave, sick leave or
other bona fide leave of absence (as determined by the Committee). The foregoing
notwithstanding, in the case of an ISO granted under the Plan, Service shall not
be deemed to continue beyond the first 90 days of such leave, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

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<PAGE>

     (h) Death of Optionee. If an Optionee dies while he or she is in service,
         -----------------
then his or her Option(s) shall expire on the earlier of the following dates:

          (i) The expiration date determined pursuant to Subsection (d) above;
     or

          (ii) The date 12 months after his or her death. All or part of the
     Optionee's Option(s) may be exercised at any time before the expiration of
     such Option(s) under the preceding sentence by the executors or
     administrators of his or her estate or by any person who has acquired such
     Option(s) directly from him or her by bequest or inheritance.

     (i) No Rights as a Stockholder. An Optionee, or a transferee of an
         --------------------------
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made except as provided in
Section 8.

     (j) Modification, Extension and Renewal of Options.  Within
         ----------------------------------------------
the limitations of the Plan, the Committee may modify, extend or renew
outstanding Options or may accept the cancellation of outstanding Options (to
the extent not previously exercised) for the granting of new Options in
substitution therefor. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair his or her rights or
increase his or her obligations under such Option.

     (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of
         ----------------------------------
an Option shall be subject to such special rights of repurchase, rights of first
refusal and other transfer

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<PAGE>

restrictions as the Committee may determine. Such restrictions shall be set
forth in the applicable Stock Option Agreement and shall apply in addition to
any general restrictions that may apply to all holders of Shares.

SECTION 7.  PAYMENT FOR SHARES.
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     (a) General Rule. The entire Exercise Price of Shares issued under the Plan
         ------------
shall be payable in cash at the time when such Shares are purchased, except as
follows:

     (b) Surrender of Stock. To the extent that the Stock Option Agreement so
         ------------------
provides, payment may be made with Shares which have already been owned by the
Optionee for more than 12 months and which are surrendered to the Company in
good form for transfer. Such Shares shall be valued at their Fair Market Value
on the date when the new Shares are purchased under the Plan.

     (c) Settlement in Cash and/or Shares. To the extent that the Stock Option
         --------------------------------
Agreement so provides, the Committee shall have the authority, in its sole
discretion, to settle all or any part of an exercisable Option or installment of
any Option by offering payment in Shares or in cash, or in any combination of
Shares and cash, in exchange for the surrender of that Option, installment or
partial installment of the Option by the Optionee. The amount offered by the
Committee shall not exceed the difference between the Exercise Price of the
Option and the Fair Market Value of the Shares on the date of the offer. In no
event shall Options be settled under this Subsection (c) if the Fair Market
Value of the Shares subject to the cancelled Options does not exceed the

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<PAGE>

Exercise Price of such Options. Options shall not be settled for cash under
this Subsection (c) unless they have been outstanding for not less than six
months. Shares as to which Options have been settled shall not be available for
further Option grants under the Plan.

     (d) Cashless Exercises. Payment may be made all or in part by delivery (on
         ------------------
a form prescribed by the Committee) of an irrevocable direction to a securities
broker to sell Shares and to deliver all or part of the sale proceeds to the
Company in payment of the aggregate Exercise Price.

SECTION 8.  ADJUSTMENT OF SHARES.
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     (a) General. In the event of a subdivision of the outstanding Stock, a
         -------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in cash in an amount that has a material effect on the price of Shares, a
combination or consolidation of the outstanding Stock (by reclassification or
otherwise) into a lesser number of Shares, a spinoff or a similar occurrence,
the Committee shall make appropriate adjustments in one or more of (i) the
number of Options available for future grants under Section 5, (ii) the number
of Shares covered by each outstanding Option or (iii) the Exercise Price under
each outstanding Option.

     (b) Reorganizations. In the event that the Company is a party to a merger
         ---------------
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement may provide, without limitation, for
the

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<PAGE>

assumption of outstanding Options by the surviving corporation or its
parent, for their continuation by the Company (if the Company is a surviving
corporation) or for settlement in cash.

     (c) Reservation of Rights. Except as provided in this Section 8, an
         ---------------------
Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

SECTION 9.  LEGAL REQUIREMENTS.
----------  ------------------

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

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<PAGE>

SECTION 10.  NO EMPLOYMENT RIGHTS.
-----------  --------------------

     No provision of the Plan, nor any Option granted under the Plan, shall be
construed as giving any person the right to become or to be treated as an
Employee or to remain an Employee. The Company and its Subsidiaries reserve the
right to terminate any person's Service at any time and for any reason.

SECTION 11.  DURATION AND AMENDMENTS.
-----------  -----------------------

     (a) Term of the Plan. The Plan, as set forth herein, shall become effective
         ----------------
on January 26, 1994, subject to approval of the Company's shareholders. In the
event that the Company's shareholders fail to approve the Plan before January
26, 1995, any Option grants made prior to such date shall be null and void, and
no additional Option grants shall be made after such date. The Plan shall
terminate automatically on January 25, 2004, and may be terminated on any
earlier date pursuant to Subsection (b) below.

     (b) Right to Amend or Terminate the Plan. The Board may amend, suspend or
         ------------------------------------
terminate the Plan at any time and for any reason; provided, however, that any
amendment of the Plan which increases the number of Shares available for
issuance under the Plan (except as provided in Section 8) or which materially
changes the class of persons who are eligible for the grant of ISOs shall be
subject to the approval of the Company's shareholders. Shareholder approval
shall not be required for any other amendment of the Plan, except as may be
required by Rule

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<PAGE>

16b-3 of the Securities and Exchange Commission (or any successor rule) or
any other law or regulation.

     (c) Effect of Amendment or Termination. No Shares shall be issued or sold
         ----------------------------------
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Option previously granted under the Plan.

SECTION 12.  WITHHOLDING TAXES.
-----------  -----------------

     To the extent required by applicable federal, state, local or foreign law,
the recipient of any payment or distribution under the Plan shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise by reason of such payment or distribution. The
Company shall not be required to make such payment or distribution until such
obligations are satisfied.

SECTION 13.  EXECUTION.
-----------  ---------

     To record the adoption of the Plan by the Board on January 26, 1994, as
amended and restated effective August 15,

                                      -16-

<PAGE>

1996, the Company has caused its authorized officer to execute the same.

                                          McCLATCHY NEWSPAPERS, INC.



                                          By
                                             ----------------------------------
                                                         Gary Pruitt
                                                     President and Chief
                                                      Executive Officer


                                      -17-