Prospectus

As amended October 2, 2013 LEE ENTERPRISES, INCORPORATED 1990 Long-Term Incentive Plan

(Effective October 1, 1999, As amended effective January 6, 2010)

THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

LEE ENTERPRISES, INCORPORATED 1990 LONG-TERM INCENTIVE PLAN

(Effective October 1, 1999, As amended effective January 6, 2010)

PROSPECTUS TABLE OF CONTENTS NO. I. PLAN INFORMATION 1 A. General Plan Information 1 B. Securities to be Offered 6 C. Employees Who May Participate in the Plan 6 D. Purchase of LTIP Securities and Payment for Securities Offered 7 E. Transfer Restrictions 13 F. U.S. Income Tax Considerations 15 G. Withdrawal from the Plan; Assignment of Interest 18 H. Forfeitures and Penalties 19 I. Charges and Deductions and Liens 20 J. Interests of Named Experts and Counsel 20 II. INFORMATION ABOUT COMPANY AND EMPLOYEE PLAN INFORMATION 20 APPENDICES: 1. Lee Enterprises, Incorporated 1990 Long-Term Incentive Plan (Effective October

1, 1999, as amended effective January 6, 2010) 2. Incentive Stock Option Agreement 3. Non-Qualified Stock Option Agreement 4. Restricted Stock Agreement

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References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated and its subsidiaries and designated affiliates, collectively known as the Company.

I. PLAN INFORMATION

A. GENERAL PLAN INFORMATION.

Title of Plan and Registrant. This Prospectus covers our 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective January 6, 2010), known as our LTIP. We have filed with the Securities and Exchange Commission, Washington, D.C., known as the SEC, registration statements on Form S-8 under the Securities Act of 1933, as amended, known as the Securities Act. Our registration statements are for the registration of our common stock, $2.00 par value, known as common stock, offered under our LTIP. As a result of the implementation of our Second Amended Joint Prepackaged Plan of Reorganization effective January 30, 2012, the par value of our common stock was reduced from $2.00 per share to $0.01 per share. Shares of our common stock issued under our LTIP will be listed for trading on the New York Stock Exchange, or NYSE. For further information you are referred to those registration statements and the exhibits filed with the registration statements.

General Nature of LTIP. Because the following discussion of our LTIP is general, it does not purport to deal with all of the terms and considerations which individual participants in our LTIP may deem to be material for their investment decisions. For that reason, all participants are urged to read our LTIP, included in this Prospectus as Appendix 1, in its entirety.

Our LTIP was first approved by our stockholders in 1990, and has been utilized as a

principal feature of our compensation program continuously since 1990. Our LTIP was amended, restated and extended by our stockholders on January 26, 1999, known as the Original LTIP. Our stockholders’ action in 1999 authorized the granting to certain of the Company’s “key employees”, awards of stock options, restricted stock, cash, dividends or dividend equivalents or any combination of them.

The total number of shares of common stock authorized for grant or issuance under our Original LTIP was 2,250,000 as of January 25, 2006. This amount is subject to adjustment for stock splits and dividends and certain other corporate changes in accordance with our Original LTIP. This amount may be increased by the number of:

• outstanding options or awards issued under our Original LTIP that in the future may be forfeited, surrendered or otherwise terminated not exercised or not vested,

• shares tendered in payment of the option price or withholding taxes in respect of which replacement options are granted, and

• all awards available, forfeitures and shares reserved for issuance in respect of all outstanding stock options and restricted common stock awards at October 1, 1999.

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On November 16, 2005, our Board of Directors unanimously approved and proposed for stockholder approval, as required by the NYSE, our LTIP. Our LTIP provides authorization of an additional 1,000,000 shares to the total shares available for issuance or grant under our Original LTIP to enable us to meet our expected annual awards through October 1, 2009.

On February 22, 2006, our stockholders approved our LTIP, including authorization of an additional 1,000,000 shares of common stock available for issuance or grant under our LTIP. Additionally, our Board of Directors, acting upon the recommendation of our Executive Compensation Committee, known as the ECC, unanimously approved additional amendments to our LTIP, known as the LTIP Amendments. Our stockholders approved our LTIP Amendments at the February 17, 2010 annual meeting of our stockholders, known as the Company’s Annual Meeting. These amendments (1) authorized an additional 3,000,000 shares of our common stock in support of future awards under our LTIP; (2) extended our ECC's authority to grant incentive stock options, provided no such options may be granted after January 6, 2020; and (3) eliminated our ECC's ability to issue non-qualified stock options at an option price less than the fair market value of the common stock on the date granted. The other material features of our LTIP remained the same as under the terms of our LTIP as previously approved by the stockholders. The maximum number of our shares that may be issued after December 28, 2009 (the record date for the Annual Meeting), was increased to 5,255,979 shares. This number represented 1,299,620 shares subject to outstanding awards as of December 28, 2009, 956,359 shares available for, but not yet subject to, a grant or award as of December 28, 2009, plus the additional 3,000,000 shares authorized by our LTIP Amendments. At July 31, 2013, the maximum number of shares that we may issue is 4,491,716 shares, representing 2,805,856 shares subject to outstanding awards as of July 31, 2013, and 1,685,860 shares available for, but not yet subject to, a grant or award as of July 31, 2013.

Preferred Share Purchase Rights. In 1998, our Board of Directors adopted a

Shareholder Rights Plan, known as the Plan. Under the Plan, the Board of Directors declared a dividend of one Preferred Share Purchase Right, known as a Right, for each outstanding share of our common stock and Class B common stock, collectively known as common shares. Rights are attached to, and automatically trade with our common shares. Effective April 5, 2011, each outstanding share of our Class B common stock was converted into one share of our common stock, in accordance with the provisions of our Amended and Restated Certificate of Incorporation. As a result, the common shares presently are composed solely of our common stock.

In January 2008, the Board of Directors approved an amendment to our Plan. The

amendment increased the beneficial ownership threshold to 25% from 20% for stockholders purchasing common stock for passive investment only and decreased the threshold to 15% for all

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other investors. In addition, our amendment extended the expiration of our Plan to May 31, 2018 from May 31, 2008.

Rights become exercisable only in the event that any person or group of affiliated persons

other than a passive investor becomes a holder of 15% or more of our outstanding common shares, or commences a tender or exchange offer which, if consummated, would result in that person or group of affiliated persons owning at least 15% of our outstanding common shares. Once the Rights become exercisable, they entitle all other stockholders to purchase, by payment of a $150 exercise price, one one-thousandth of a share of Series A Preferred Stock, subject to adjustment, with a value of twice the exercise price. In addition, at any time after a 15% position is acquired and prior to the acquisition of a 50% position, our Board of Directors may require, in whole or in part, each outstanding Right (other than Rights held by the acquiring person or group of affiliated persons) to be exchanged for one share of our common stock or one one-thousandth of a share of our Series A Preferred Stock. The Rights may be redeemed at a price of $0.001 per Right at any time prior to their expiration.

One Right for each share of our common stock will be issued in connection with awards

of stock options and restricted stock under our LTIP.

Because the preceding discussion of our Plan is general, it does not purport to deal with all of the terms and considerations which individual participants in our Plan may deem to be material for their investment decisions. For that reason, all participants are urged to learn more about our Plan by reading the description of the Rights contained in our report on Form 8-K, filed with the SEC on May 7, 1998, and related Rights Agreement, dated as of May 7, 1998 (“Rights Agreement”), between The First Chicago Trust Company of New York (“First Chicago”) and us, as amended by Amendment No. 1 to the Rights Agreement dated January 1, 2008 between Wells Fargo Bank, N.A. (as successor rights agent to First Chicago) and us contained in our report on Form 8-K filed with the SEC on January 11, 2008 as Exhibit 4.2. In addition, participants should read the related form of our Certificate of Designation of the Preferred Stock as Exhibit A, our form of Rights Certificate as Exhibit B and our Summary of Rights as Exhibit C, included as Exhibit 1.1 to our registration statement on Form 8-A filed with the SEC on May 26, 1998 (File No. 1-6227), as supplemented by Form 8-A/A, Amendment No. 1, filed with the SEC on January 11, 2008. Participants may obtain a copy of these SEC filings free of charge from us at our address listed on page 21 below or from the SEC’s website at http://www.sec.gov. Our LTIP provides participants, in a change of control of the Company, favorable treatment for their outstanding stock option and restricted stock awards as well as limited stock appreciation rights associated with incentive stock options.

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Change of Control. Our LTIP provides, upon the occurrence of a change of control of

the Company:

• accelerated exercisability and vesting of stock option and restricted stock awards;

• in the case of incentive stock options, cash-out of any stock appreciation rights;

• appropriate adjustments or prorations of awards; and

• assumption of the awards by our successor or the issuance of substitute awards.

These provisions are generally available to participants, unless our ECC, which administers our LTIP, determines otherwise at the time of grant.

LTIP Purposes. The purposes of our LTIP are to promote the interests of the stockholders and us by:

1. Attracting and retaining our executives and our other key employees of outstanding ability;

2. Strengthening our capability to develop, maintain and direct a competent

management team;

3. Motivating our executives and other key employees, by means of performance-related incentives, to achieve longer-range performance goals;

4. Providing incentive compensation opportunities which are competitive with those

of major corporations;

5. Enabling such employees to participate in our long-term growth and financial success; and

6. Promoting the ownership of our common stock by issuance of our restricted stock

with minimal or no cost to employees. Modification, Earlier Termination or Extension. Our LTIP has no fixed expiration

date except that incentive stock options may not be granted under our LTIP after January 6, 2020. Termination of our LTIP will not affect the status of any awards outstanding at the date of termination.

Our incentive stock options and non-qualified stock options must be exercised within 10 years from the date granted.

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Amendment and Termination. Our Board of Directors may amend, suspend or

terminate all or any portion of our LTIP or any award under our LTIP at any time, provided that no amendment may be made without our stockholders’ approval which,

• increases (except as required for stock dividends, splits, etc.) the total number of

our shares reserved for issuance under our LTIP; • changes the class of employees eligible to be participants; • decreases the minimum option prices stated in our LTIP, other than to change the

manner of determining fair market value to conform to any then applicable provisions of the Internal Revenue Code of 1986, as amended, known as the Tax Code, and regulations thereunder;

• extends the expiration date of our LTIP as it applies to incentive stock options; or • withdraws the administration of our LTIP from our ECC.

Our ECC may, however, amend our LTIP in such manner as may be necessary to conform with applicable laws and rules and regulations. Also, following a change of control, the Board may not amend our LTIP in a manner that would adversely affect any outstanding award of a participant without the consent of such participant.

Our ECC, with a participant’s consent, may amend, modify or terminate any outstanding award at any time prior to payment or exercise in any manner not inconsistent with the terms of our LTIP. Such mutually agreed actions may include, but are not limited to, a change in the date or dates as of which (a) our stock options become exercisable, (b) our restricted stock becomes non-forfeitable, or (c) the cancellation and reissuance of an award under such different terms and conditions as our ECC determines appropriate.

Also, our ECC has the power to fix and accelerate vesting periods. Our ECC presently intends to fix such periods in general so that they are not less than one year, as to stock options, and three years as to restricted stock awards.

A participant’s right to exercise any stock option granted under our LTIP may be

suspended at any time by our Board of Directors in its discretion, in order to comply with any:

• listing, registration or qualification of our shares subject to any stock option on any securities exchange or under any state or federal law, regulation or rule, or

• consent or approval of any government regulatory body, necessary or desirable as a condition of, or in connection with, the granting of a stock option or the exercise of the stock option.

Reinstatement of a participant’s right to exercise any stock option granted under our LTIP will not occur unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to our Board of Directors.

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ERISA. Our LTIP is subject to the administrative and enforcement provisions of the

Employee Retirement Income Security Act of 1974, as amended, known as ERISA.

Information about our LTIP and its Administrators. Our ECC consists of three or more “disinterested persons.” A disinterested person is a director who, at the time of service and for at least one (1) year prior, was not eligible for participation in our LTIP. Our ECC is comprised solely of non-employee directors who meet the requirements for independence established by the NYSE. All of our officers and management directors are eligible to participate in our LTIP. Our ECC is appointed by the Board of Directors. Members of our Board of Directors currently appointed to the ECC are listed at http://www.lee.net/aboutlee/board.shtml?x.

Our directors may be removed from office at any time, but only for cause, by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote upon the election of directors at a meeting of our stockholders called for that purpose. Such removal from office would also remove the director from his or her position on our ECC.

Our ECC has broad authority to interpret and amend our LTIP, to make all determinations necessary or advisable for the administration of our LTIP and to issue and reissue an award under terms and conditions it may deem appropriate.

If participants wish to obtain additional written information about our LTIP or its administrators, they may do so by writing to the Long-Term Incentive Plan, Attn: Corporate Human Resources, 201 N. Harrison Street, Davenport, Iowa 52801-1924, or by calling (877)434-5465. B. SECURITIES TO BE OFFERED.

Title and Amount of Securities Offered. Our LTIP, as amended, is authorized to issue a maximum of 5,255,979 shares of our common stock, $0.01 par value, which will be adjusted for stock splits and dividends and certain other corporate changes in accordance with our LTIP and increased by outstanding stock options or awards issued under our LTIP which in the future may be forfeited, surrendered or otherwise terminated, unexercised or not vested, and by our shares tendered in payment of the option exercise price or withholding taxes in respect of which replacement options are granted. See “GENERAL NATURE OF LTIP” above. Shares are also reserved for issuance in respect of all outstanding stock options and restricted stock awards at the effective date of our LTIP.

C. EMPLOYEES WHO MAY PARTICIPATE IN OUR LTIP.

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Participants in our LTIP must be the “key employees” of the Company known as the

participants, to be eligible to receive awards under our LTIP. Our key employees are employees of ours who have demonstrated significant management potential or who have contributed, or are deemed likely to contribute, in a substantial measure to our successful performance, as determined by our ECC. D. PURCHASE OF LTIP SECURITIES AND PAYMENT FOR SECURITIES

OFFERED.

Participation in our LTIP. Participants in our LTIP are selected by our ECC to receive an award under our LTIP. Participants may elect not to accept an award made by our ECC or elect not to participate in our LTIP. However, no participant has any claim or right to be granted an award. We have reserved the right at any time to dismiss a participant free from any liability or from any claim under our LTIP except as provided in our LTIP or in any agreement entered into with respect to an award.

Annual Limitation on Stock Option Awards. Our LTIP places an annual limit of

200,000 shares of our common stock available for stock options that may be granted to any one (1) participant.

Risks to Participants. Participants granted stock options should exercise the option after careful consideration of the income tax consequences and the amount participants can afford to invest. For a discussion of certain income tax consequences related to options and other awards within our ECC’s discretion, see “U.S. INCOME TAX CONSIDERATIONS.”

Stock options should not be exercised if the amount required to be invested would be unduly burdensome in relation to participants’ other financial needs. Keep in mind that the value of our common stock can go down as well as up. Securities are subject to investment risk including the possible loss of the principal invested. The past performance of our common stock is not necessarily an indicator of future performance. There can be no guarantee that our common stock purchased through our LTIP will gain in value or retain its current value. Any decision to exercise stock options or sell our common stock must be made by the individual participant based upon his or her own research and judgment.

Purchase Price and Basis of Purchase Price. Incentive and Non-Qualified Stock Options. Incentive stock options are defined in Section 422 of the Tax Code. Non-qualified stock options granted under our LTIP are designed so that they do not meet the requirements of Section 422 of the Tax Code. Our ECC may grant both types of stock options, except that incentive stock options can only be granted to participants who are our employees or those of a subsidiary of ours.

The option price for incentive and non-qualified stock options will be determined by our ECC. For incentive stock options, it may not be less than 100% of the stock’s fair market value

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on the date granted. For non-qualified stock options, the option price may not be less than 50% of the stock’s fair market value on the date granted. Our ECC expects to continue its practice of granting all stock options at not less than the stock’s fair market value on the date granted.

Fair market value on any given date for this and other purposes of our LTIP, in our ECC’s discretion, will be either:

• the average of the high and low prices of our common stock, or • the closing price of our common stock,

on the date on which it is to be valued under the terms of our LTIP as reported for New York Stock Exchange-Composite Transactions.

The terms and conditions of each award to a participant will specify the number of our stock options granted and the amount of our common stock that a participant may purchase. Stock Appreciation Rights. Our Stock appreciation rights, known as SARs, will be issued in tandem with future incentive stock option awards. Our SARs are exercisable in the discretion of the participant for a limited period following a change of control for a price based upon the price paid in the transaction, including any price paid in an initial tender offer that is followed by a merger. Our LTIP provides for the “cash-out” payment to be made in our common stock, as opposed to cash, if necessary to preserve the appropriate accounting for the transaction. In addition, to protect such change of control benefits, our LTIP precludes adverse amendments to our LTIP following a change of control.

Restricted Stock. Our ECC has the sole authority to determine the number of shares of our restricted stock a participant may receive as an award and the purchase price, if any, to be paid by a participant for such restricted stock. Participants currently do not pay any purchase price for restricted stock awarded under our LTIP. Our ECC expects to continue this practice until further notice. Prior to the lapse of restrictions on shares of our restricted stock, a participant will have all other rights of a stockholder with respect to the shares, including all dividends paid in respect to the shares, expect as to awards of our restricted stock which are subject to the satisfaction of performance measures. These rights are subject to the conditions and restrictions generally applicable to our restricted stock or specifically set forth in the participant’s Restricted Stock Agreement governing the terms of the award of our restricted stock.

During the term of our LTIP a change in the outstanding shares of our common stock may

occur because of a stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change or distribution to our common stock shareholders other than cash dividends. In such circumstances, our ECC may make such substitution or adjustment, if any, as it deems equitable to the number or kind of shares of our common stock or other securities available for issuance under our LTIP. This may include

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substitution or adjustment of the number of outstanding stock options or option prices and the number of outstanding awards of other types.

Annual Limitation on Certain Restricted Stock Awards. There is no limitation on the number of shares of our non-incentive-based restricted stock a participant may receive in any fiscal year. However, there is a limitation of 100,000 shares of our incentive-based restricted stock a participant may receive for any fiscal year under our Incentive Compensation Program, which was approved by our stockholders in 2005.

Insiders. Participants in our LTIP who are our officers and directors subject to Section

16(b) of the Securities Exchange Act of 1934, as amended, known as the Exchange Act, are considered as insiders, and as such under the Exchange Act, are subject to the Exchange Act’s so-called short-swing trading restrictions.

These restrictions require that any profit realized by an insider of ours from any purchase and sale or sale and purchase of our equity securities within any period of six months inures to and is recoverable by us. Since our LTIP stock options cannot be exercised, even in part, for at least one (1) year after grant, and our restricted stock is subject to a holding period established by our ECC, in most cases the six-month period will be satisfied before shares are received by a participant. Thus, in many cases our LTIP stock options or restricted stock held for more than six (6) months can be exercised or received free of restrictions, and the stock immediately sold without short-swing profit restrictions, if no other matchable purchase has been, or will be, made within six months of the sale.

Also, so long as our LTIP meets the requirements of Section 16b-3 of the Exchange Act,

the following transactions are either exempt under or not subject to the short-swing trading restrictions:

• the grant, vesting, exercise, or surrender of previously acquired shares to exercise

our stock options, and the sale to us of shares received upon exercise to pay withholding taxes or the payment of the cash value of our shares to the participant in lieu of receipt of shares or similar transactions involving replacement of our stock options, and

• the grant, vesting and forfeiture of our restricted stock, surrender of our previously acquired shares to pay withholding taxes upon vesting of our restricted stock and the sale to us of shares of vested restricted stock to pay withholding taxes or the payment to the participant of the cash value of restricted stock in lieu of receipt of shares.

However, shares received upon exercise of stock options or vesting of restricted stock by our insiders can only be sold in brokerage transactions on the NYSE if no other matchable purchase has been made, or will be made, within six months of the sale, and the participant complies with the requirements of SEC Rule 144. See “PURCHASE OF LTIP

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SECURITIES AND PAYMENT FOR SECURITIES OFFERED - SEC Rules for Lee Executive Officers.”

Section 16(a) of the Exchange Act applies to our insiders and requires them to file reports

of their transactions and holdings in our common stock. It is important that our insiders file their reports under Section 16(a) on a timely basis. There is no provision for an extension of the filing deadlines, and the SEC can take enforcement action against chronic violators of the filing requirements. In addition, we are required to report the number of late filings of reports under Section 16(a) in our proxy statement for our annual meetings and to identify our insiders who made the late filings. To avoid embarrassing disclosures of this nature, all of our insiders use our counsel, Lane & Waterman LLP, to prepare and file Section 16(a) reports.

Payment for Securities Purchased Under our LTIP. Stock Options. Payment of the purchase price of our common stock to be purchased

under our LTIP may be made in cash, by note, by the tender of already owned shares of our common stock (valued at the fair market value on the exercise date) or by a combination of cash and shares of our common stock. Payment to exercise our vested stock options may be made by delivering shares of our previously awarded restricted stock. Such restricted stock must have been held by a participant for at least one (1) year before it can be used as payment to exercise stock options. The limitations (e.g. holding period) accompanying our restricted stock will remain in effect and applicable to the corresponding number of shares issued upon a stock option exercise until they lapse according to their original terms. Any additional common stock received upon the exercise of our stock options and surrender of our restricted stock as payment will be subject to the same forfeiture provisions to which our restricted stock is subject, unless otherwise determined by our ECC in its sole discretion, at or after grant. The foregoing forms of payment are all subject to such rules as our ECC may, from time to time, adopt. Exercise and Immediate Sale Through Broker. For many years we have offered participants in the LTIP an exercise and immediate sale program under which Wells Fargo Investment Services sold on the NYSE participants’ shares of our common stock received upon exercise. We paid Well Fargo’s brokerage commissions for LTIP participants. As we have previously notified LTIP participants, Wells Fargo Investment Services has exited the business of administering cashless exercise of stock options and restricted stock. At this time, we do not have a substitute institution in place to handle such transactions. Accordingly, if you exercise stock options and need to immediately sell some of the shares to pay the exercise price

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or withholding taxes, you will need to do so through your own broker and at your expense. Typically, you will have a three business day stock purchase settlement period after the date of the trade to repay the Company, so we are not in violation of any rules related to loans to employees, and Wells Fargo Investment Services will promptly deliver the shares to your broker.

Any stock you currently hold in your Company Wells Fargo Shareowner Services account from the Amended and Restated 1977 Employee Stock Purchase Plan, vesting of restricted shares of our common stock or previous stock option exercises can still be sold routinely through Wells Fargo. Please contact Sharon Bertram (telephone: (563) 383-2155; email: sharon.bertram@lee.net or Tracie Kranz (telephone: (563) 383-2153; email: tracie.kranz@lee.net) if you have any questions about this process.

SEC Rules for our Executive Officers. The process is more involved for our executive officers who are considered our “affiliates” for purposes of SEC Rule 144. This rule governs sales in the market by our affiliates. Generally, under SEC Rule 144, our affiliates cannot participate in a cashless exercise program when they know of any material adverse information regarding our current and prospective operations.

Instead, participants who are our “affiliates” who wish to sell stock option shares or our

vested restricted stock in the market through brokerage transactions on the NYSE must comply with all of the provisions of Rule 144 under the Securities Act, other than the “holding period”, or register shares acquired through our LTIP for resale in accordance with applicable rules and regulations of the SEC. All other participants who acquire shares through our LTIP may sell such shares through brokerage transactions on the NYSE.

Lead Time for Affiliates. Prior notice of an intention to exercise and sell under the program must be provided to us by our affiliates, so our counsel, Lane & Waterman LLP, will have time to prepare SEC Form 144, Notice of Proposed Sale of Securities, which has to be filed with the SEC and NYSE at the time the notice form is provided to Wells Fargo.

Reporting of Sale. Participants we designate as “Section 16 Officers”, also known as our insiders, must also report the exercise and broker’s sale of their options to purchase shares of our common stock within two (2) business days after the date of execution of the transaction that resulted in the change. Also, these persons will not be permitted to make a non-exempt purchase of our stock within six (6) months of the sale date.

Replacement Stock Options. Under our LTIP, our ECC is authorized to issue “accelerated ownership non-qualified stock options” (referred to in our LTIP as the AO Stock Option). A participant may surrender shares of our common stock which he or she has owned for at least one (1) year at the time of stock option exercise to pay for shares under the option or as payment for applicable withholding taxes. At that time, a new, non-qualified stock option will be granted to a participant for the number of our shares that were turned in. Shares tendered at the time of exercise will be available for issuance under future grants.

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The new grant of an AO Stock Option is priced at the current fair market value at the date of exercise of the original option, but is limited to the term remaining under the original option which a participant exercised.

The AO Stock Option may not be exercised for one year after its grant, which effectively limits its benefit to situations where the exercise of stock options awarded under our LTIP, which have a ten (10) year term from the date of grant, occurs not later than nine (9) years from the original grant date. For the restrictions upon exercise of accelerated ownership non-qualified stock options, see our forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement in Appendices 2 and 3, respectively.

Dividends, Equivalents and Voting Rights; Cash Payments. Our ECC may provide

that any award of restricted stock not subject to performance measures or other stock-based awards under our LTIP may earn dividends, dividend equivalents and voting rights prior to either vesting or earnout and cash payments in lieu of or in addition to an award. We are prohibited from declaring any dividends under our current debt arrangements.

Payment of Withholding Taxes. We may deduct from all amounts paid in cash any taxes required by law or other amounts authorized by a participant to be withheld. See “U.S. INCOME TAX CONSIDERATIONS.”

Our ECC may permit a participant who receives an award in the form of our common stock to satisfy the obligation for such withholding or deduction in either of two ways. First, our ECC may permit the participant to deliver shares of our common stock already owned. Second, our ECC may permit us to retain from the participant’s distribution of our common stock awarded the number of shares of our common stock having a fair market value equal to the amount to be withheld or deducted.

LTIP Reports to Participants. Each year our LTIP will notify our employees who have been chosen to receive an award of the terms and conditions of such award. E. TRANSFER RESTRICTIONS.

No LTIP award (including stock options or restricted stock) may be assigned or transferred, and no right or interest of any participant may be subject to any lien, obligation or liability of the participant. An exception is permitted for a transfer under a will or according to the laws of descent or distribution.

All participants who are our “affiliates” and wish to sell their stock option shares or their vested restricted stock in the market through brokerage transactions on the NYSE must comply with all of the provisions of Rule 144 under the Securities Act. See “PURCHASE OF LTIP SECURITIES AND PAYMENT FOR SECURITIES OFFERED - SEC Rules for our Executive

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Officers.” All other participants who acquire shares through our LTIP may sell such shares through brokerage transactions on the NYSE.

All participants are advised to consider the tax consequences of any disposition of awards of common stock received under our LTIP. See “U.S. INCOME TAX CONSIDERATIONS.”

Award Agreements. All stock options and restricted stock granted under our LTIP will be evidenced by written agreements between the participant and us which may include such additional terms and conditions not inconsistent with our LTIP as our ECC may specify. Such terms and conditions may vary from the terms and conditions of awards as described in this Prospectus.

For the restrictions upon exercise of incentive stock options granted to participants, see our form of Incentive Stock Option Agreement in Appendix 2. For the restrictions upon exercise of non-qualified stock options granted to participants, see our form of Non-Qualified Stock Option Agreement in Appendix 3. For the restrictions applicable to awards of our restricted stock granted to participants, see our form of Restricted Stock Agreement in Appendix 4.

It is presently anticipated that future awards of our incentive stock options, non-qualified stock options, including AO Stock Options, and restricted stock will be evidenced by the forms of written agreements found in Appendices 2, 3 and 4, subject to our ECC’s right to change such forms at any time.

Incentive and Non-Qualified Stock Options. Under our terms of current forms of Incentive and Non-Qualified Stock Option Agreements, see Appendices 2 and 3, our incentive and non-qualified stock options become exercisable in installments of 30% of the shares subject to the option one (1) year after the date of grant, an additional 30% after two (2) years and the final 40% after three (3) years.

If participants do not exercise the options when they become initially exercisable, the terms of our agreements permit participants to carry them forward. These options may be exercised at any time prior to ten (10) years from the original grant date.

Our Agreements provide for all installments of outstanding options to become exercisable in certain circumstances in the event of a change of control as defined by our LTIP.

The forms of Incentive and Non-Qualified Stock Option Agreements, see Appendices 2 and 3, provide that each participant will forfeit option awards within thirty (30) days of termination of employment for any reason other than death, permanent and total disability or retirement, as defined in our agreements, unless otherwise determined by our ECC.

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For most participants who are not our “affiliates”, there are no resale restrictions with

respect to our incentive and non-qualified stock options after exercise, except for limitations imposed by applicable tax laws discussed in “U.S. INCOME TAX CONSIDERATIONS.”

Restricted Stock. Shares of our restricted stock may not be sold, assigned, transferred,

pledged or otherwise encumbered during the restricted period. At the end of the restricted period, participants other than our “affiliates” are free to dispose of the formerly restricted common stock and any resale restrictions lapse. If a participant surrenders currently owned shares of our restricted stock issued under our LTIP as payment of the option exercise price of a non-qualified stock option, the shares received for surrendered restricted stock remain restricted, in accordance with the original terms of our form of Restricted Stock Agreement. See Appendix 4. Any additional common stock received upon the exercise will be subject to the same forfeiture restrictions, unless otherwise determined by our ECC, in its sole discretion, at or after grant.

Certificates issued for our restricted stock awards will be registered in the names of participants and deposited by them, together with a stock power endorsed in blank, with us. Upon the expiration of the restricted period, we will instruct our transfer agent to (a) credit to an account established in the participant’s name the number of shares of our common stock granted to the participant or (b) deliver the certificates to the participant’s legal representative, either of which shall reflect withholding of shares requested by the participant to pay taxes.

Our current form of Restricted Stock Agreement, see Appendix 4, requires that each participant who receives an award of restricted stock must remain in our employment for a period of three (3) years or other period as designated by our ECC before restrictions on transfer lapse. But see “WITHDRAWAL FROM OUR LTIP; ASSIGNMENT OF INTEREST” for a discussion of the exceptions to forfeiture. F. U.S. INCOME TAX CONSIDERATIONS.

Set forth below is a general summary of the federal income tax consequences associated with awards pursuant to our LTIP. The following discussion is intended to be a brief summary description of the federal income tax effects that participants may experience as a result of awards made under our LTIP, and does not cover all federal employment tax or other federal tax consequences that may be associated with our LTIP. These rules are highly technical and subject to change. This summary is not intended to be exhaustive and does not consider state, local or foreign tax laws. Each participant should consult his or her own tax adviser concerning the U.S. federal, state and local income tax consequences of his or her participation in our LTIP or exercise or sale of shares of our common stock acquired pursuant to our LTIP. Because of our ECC’s broad discretion to grant an award under our LTIP, and to fix the terms and conditions of an award’s issuance, it is not possible to consider all of the alternative tax consequences of acquisition, ownership and disposition of an LTIP award, and some tax consequences may differ from the principles set forth below.

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For these reasons, participants are urged to consult with their own personal tax advisor to determine the individual tax consequences of an LTIP award.

Incentive Stock Options. In general, upon the grant or exercise of our incentive stock options, no income will be realized by participants for Federal income tax purposes, and we will not be entitled to any deduction. However, the excess of the fair market value of the shares as of the date of exercise over the option price will constitute an “adjustment” to arrive at certain participants’ alternative minimum taxable income for purposes of determining their alternative minimum tax, and may result in alternative minimum tax liability to the participant.

Remember, fair market value on any given date for this and other purposes of our LTIP, in our ECC’s discretion, will be either:

• the average of the high and low prices of our common stock on the NYSE, or • the closing price of the common stock on the NYSE,

on the date on which it is to be valued under the terms of our LTIP. If the shares purchased under an incentive stock option are not disposed of within two

years after the date the incentive stock option was granted or within one year after the transfer of the shares to the participant, any gain realized by the participant upon the disposition of such shares will be taxed as capital gain and no deduction will be allowed to us. The income tax rates attributable to such capital gain will be determined by the applicable holding period rules and the participant’s ordinary income tax bracket.

If the shares purchased under an incentive stock option are disposed of within two years after the date the incentive stock option was granted or within one year after the transfer of the shares to the participant, known as a disqualifying disposition, the excess of the fair market value of the shares on the date of exercise or, if less, the amount realized on the disposition, over the exercise price will be taxable as compensation income received by the participant in the taxable year in which such disqualifying disposition occurs, and, in general, we will be entitled to a corresponding deduction. The excess, if any, of the amount realized upon disposition over the fair market value at the time of exercise will be taxable as capital gain and no deduction will be allowed to us. The income tax rates attributable to such capital gain will be determined by the applicable holding period rules and the participant’s ordinary income tax bracket.

Non-Qualified Stock Options. Upon the grant of a “non-qualified” stock option, no income will be realized by participants for Federal tax purposes. Upon the exercise of such an option, the amount by which the fair market value of the shares at the time of exercise exceeds the exercise price will be taxed as compensation income to the participant and, in general, we will be entitled to a corresponding deduction. Upon a subsequent sale or exchange of the shares, a participant will recognize a capital gain or loss based on the difference between the amount realized on the sale or exchange and the participant’s tax basis, generally equal the

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amount paid for the shares plus any ordinary income recognized as a result of the exercise of the option.

Special Rules for Common Stock Acquired Upon Exercise if Payment made with Previously-Owned Common Stock. Special rules apply for determining a participant’s tax basis in and holding period for our common stock acquired upon the exercise of an incentive stock option if the participant pays the exercise price of the incentive stock option in whole or in part with previously-owned shares of our common stock. Under these rules, the participant does not recognize any income or loss from delivery of shares of our common stock, other than shares previously acquired through the exercise of an incentive stock option and not held for the statutory holding periods in payment of the exercise price.

The participant’s tax basis in and holding period for the newly-acquired shares of

common stock will be determined as follows:

• as to a number of newly-acquired shares equal to the previously-owned shares delivered, the participant’s basis in and holding period -- for capital gain, but not “disqualifying disposition” purposes -- for the previously-owned shares will carry over to the newly-acquired shares on a share-for-share basis; and

• as to each remaining or incremental newly-acquired share, the participant’s basis will be zero or, if part of the exercise price is paid in cash, the amount of such cash divided by the number of such remaining newly-acquired shares, and the participant’s holding period will begin on the date such share is transferred.

If the participant pays the exercise price of an incentive stock option in whole or in part

with previously-owned shares that were acquired upon the exercise of an incentive stock option and that have not been held for the statutory holding periods, the participant will recognize compensation income but not capital gain, under the rules applicable to disqualifying dispositions on those previously-owned shares not meeting the statutory holding periods.

If, however, a participant pays the exercise price of a non-qualified stock option in whole or in part with previously-owned shares of our common stock, then the participant’s tax basis in and holding period for the newly-acquired shares will be determined as follows:

• as to a number of newly-acquired shares equal to the previously-owned shares

delivered, the participant’s basis in and holding period for the previously-owned shares will carry over to the newly-acquired shares on a share-for-share basis; and

• as to each remaining or incremental newly-acquired share, the participant’s basis will equal the share’s value on the exercise date, and the participant’s holding period will begin on the day after the exercise date.

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Also, the delivery of previously-owned shares acquired through the exercise of an incentive stock option prior to the expiration of the statutory holding periods to exercise a non-qualified stock option will not be considered a disqualifying distribution.

Combination Awards. Our ECC may award both our non-qualified and incentive stock options to participants. The income tax consequences generally, in each instance, are measured by the difference between the grant price set forth in the stock option agreement provided to recipients and the price of our common stock at the time of exercise. As previously noted, however, the nature of the tax treatment will depend upon the type of stock option exercised and applicable holding period rules. Particular care should be taken in exercising our incentive and non-qualified stock options awarded together so that the desired tax treatment is received. Before participants exercise either the incentive or non-qualified stock options, they should consult with their own tax advisor concerning the tax consequences of such exercise.

Withholding Upon Exercise of Non-Qualified Stock Options. We must apply

withholding requirements for income taxes, social security and Medicare tax to non-qualified stock options at the time of option exercise.

Restricted Stock. Unless a participant elects otherwise, an award of our restricted stock

will not be taxed at the time of grant so long as the restricted stock is not transferable and is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. Upon lapse of the risk of forfeiture, the excess of the fair market value on such vesting date less any amount paid by the participant in exchange for the stock will be taxable as compensation income to the participant. The participant’s basis in our restricted stock will be equal to the amount paid for the shares, if any, plus any ordinary income recognized by the participant. On subsequent sale or exchange of the stock, the participant will realize long term or short term capital gain or loss equal to the amount realized on the sale or exchange less the participant’s tax basis in the stock.

Payroll tax withholding will be required on the compensation income recognized by the

participant upon lapse of the risk of forfeiture. In general, we will be entitled to a corresponding deduction.

Within 30 days of receiving our restricted stock, a participant may make an election under Section 83(b) of the Code, in which case he or she would recognize compensation income equal to the fair market value of our common stock on the date of the award, determined without regard to any restrictions on the shares. The participant’s basis in the restricted stock will be equal to the amount paid for the shares, if any, plus ordinary income recognized by the participant. No tax will be payable upon lapse or release of the restrictions or at the time our restricted stock first becomes transferable, and any gain or loss upon subsequent disposition will be a capital gain or loss equal to the amount realized on the sale or exchange less the participant’s tax basis in the stock. Before making this election, participants should consult with

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their tax advisor. For purposes of determining the type of applicable capital gain, the holding period will begin on the day following ordinary income recognition.

Deferred Cash or Stock Awards. Participants who receive awards that are payable in

cash or our common stock at a future date will be treated as receiving compensation income and taxed at ordinary income tax rates on the amount of cash and the then fair market value of our common stock at the time of payment or constructive receipt. A participant’s basis in our common stock will be equal to the amount paid for the shares, if any, plus the amount taxed as ordinary income. On subsequent sales or exchanges, a participant will realize capital gain or loss equal to the amount realized on the sale or exchange less the participant’s tax basis in the stock.

Our LTIP is not qualified under Section 401(a) of the Tax Code.

G. WITHDRAWAL FROM OUR LTIP; ASSIGNMENT OF INTEREST.

Withdrawal from our LTIP. As discussed in “TRANSFER RESTRICTIONS”, no LTIP award described below may be assigned or transferred, except by will or the laws of descent and distribution.

Incentive and Non-Qualified Stock Options. If a participant ceases to be an employee with the consent of our ECC, or upon the occurrence of the participant’s death, normal retirement date, actual retirement date (if approved by our ECC) or disability date, the participant’s stock options must be exercisable at any time prior to a date established by our ECC at the time of grant.

Our forms of Incentive and Non-Qualified Stock Option Agreements, see Appendices 2 and 3, respectively, provide that within three (3) months of the participant’s retirement under our Retirement Account Plan, the participant must exercise the options or the options will be forfeited.

Our forms also provide that a participant who becomes disabled (as defined by the award agreements) has twelve (12) months from the date of termination of employment to exercise options awarded under our LTIP or the options will be forfeited.

As provided in our forms, in the event a participant dies before the end of the exercise period, the participant’s estate or any person who acquires the right to exercise such option at the time of the participant’s death may exercise options within the remaining effective term of the option.

Upon termination of employment for any reason other than death, permanent and total disability or retirement, a participant’s right to exercise unexercised stock options automatically terminates on the thirtieth (30th) day after cessation of employment. Our ECC may, however,

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permit such exercise after termination of employment by resolution in connection with its consent to such employee’s resignation.

For events of forfeiture, see “FORFEITURES AND PENALTIES.”

Restricted Stock. Shares of our restricted stock may not be transferred during the restricted period. Upon the occurrence of a participant’s death, normal retirement date or disability date during the restricted period, restrictions imposed by our LTIP and our ECC will lapse with respect to such shares of our restricted stock, except as otherwise provided by our ECC at the time of grant. See our form of Restricted Stock Agreement in Appendix 4.

For events of forfeiture, see “FORFEITURES AND PENALTIES.”

Assignment of Interest. Generally, no award is assignable or transferable, and no right

or interest of any participant may be subject to any lien, obligation or liability of the participant, except by will or the laws of descent and distribution.

Our restricted stock may be surrendered to pay for an exercise of a non-qualified stock option, but these shares are subject to the forfeiture provisions that apply to our restricted stock. The timing and amount of income recognition will be consistent with the rules applicable to restricted stock as explained in Section F. Also, the participant may deliver already owned shares of our common stock to acquire an AO Stock Option. H. FORFEITURES AND PENALTIES.

Incentive and Non-Qualified Stock Options. A participant may cease to be an employee with the consent of our ECC, die, retire or become disabled and the participant or his or her estate will retain the right to exercise stock options at any time prior to a date established by our ECC at the time of grant. See “WITHDRAWAL FROM OUR LTIP; ASSIGNMENT OF INTEREST.”

Except as otherwise provided by our ECC, if a participant ceases to be an employee for any other reason, the participant’s rights under all stock options shall terminate no later than the thirtieth (30th) day after such cessation of employment and forfeiture of all unexercised stock options awarded under our LTIP will occur.

Restricted Stock. Under our LTIP, a participant may voluntarily terminate employment with us, die, retire or become disabled prior to the end of the restricted period and our ECC may authorize the award to such participant or his or her estate of some or all of our restricted stock deemed earned for the restricted period, except as otherwise provided by our ECC at the time of grant. See “WITHDRAWAL FROM OUR LTIP; ASSIGNMENT OF INTEREST.” However, our form of Restricted Stock Agreement, see Appendix 4, does not permit a participant who

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voluntarily terminates employment before the expiration of the restricted period to avoid forfeiture of the award of restricted stock.

With the exception of these circumstances, a participant must be an employee at the end of a restricted period in order to be entitled to receive the restricted stock for such period and avoid the forfeiture of the award of restricted stock.

The determination as to the waiver of the forfeiture of all or any part of the stock options or restricted stock will be made at the sole discretion of our ECC, whose determination will be final and binding upon the parties.

I. CHARGES AND DEDUCTIONS AND LIENS.

Lien on LTIP Awards. There are no charges or deductions, other than the deductions described in “PURCHASE OF LTIP SECURITIES AND PAYMENT FOR SECURITIES OFFERED” and taxes, that may be made against participants or against funds, securities or other property held under our LTIP.

Our ECC may provide a participant with assistance in financing of the stock option price

and applicable withholding taxes, on such terms and conditions as it deems appropriate. Under such circumstances, our ECC could create a lien on any funds, securities or other property held under our LTIP by the participant. Officers of the Company are not eligible for such assistance.

Except for a lien created by our loan to a participant, no person has or may create a lien

on any funds, securities or other property held under our LTIP or in connection with a contract involving our LTIP.

J. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of our common stock which may be purchased under our LTIP has been passed upon by Lane & Waterman LLP, 220 N. Main Street, Ste. 600, Davenport, Iowa. C. D. Waterman III, a partner in Lane & Waterman, is the Company’s secretary. As of September 13, 2013, attorneys in the firm of Lane & Waterman LLP beneficially own 21,437 shares of common stock. These amounts are expected to change from time to time.

II. INFORMATION ABOUT COMPANY AND LTIP INFORMATION

Registration statements on Form S-8 have been filed with the SEC to register our shares

of common stock offered for sale under our LTIP. This Prospectus is part of these registration statements. As permitted by SEC rules, this Prospectus does not contain all the information contained in these registration statements or the exhibits to the registration statements. Participants may refer to these registration statements and accompanying exhibits for more information about our common stock.

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The SEC allows us to incorporate by reference into this Prospectus the information we

filed with it. This means that we can disclose important business, financial and other information to participants by referring them to other documents separately filed with the SEC. All information incorporated by reference is part of this Prospectus, unless and until that information is updated and superseded by the information contained in this Prospectus or any information subsequently incorporated by reference.

The following documents, which we have been filed with the Commission, are incorporated by reference into this Prospectus:

a) Our most recently filed annual report on Form 10-K, filed pursuant to Section 13 or 15(d) of the Exchange Act;

b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by our latest annual report referred to in (a) above; and

c) The description of our capital stock contained in our registration statements pursuant to Section 12 of the Exchange Act and any amendments or reports filed for the purpose of updating any such descriptions.

In addition, each document filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Participants may obtain any of these incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated by reference in such document, by requesting them from us in writing or by telephone at the following address:

LEE ENTERPRISES, INCORPORATED 201 N. Harrison Street, Suite 600

Davenport, Iowa 52801 Telephone: (563) 383-2100

Attention: Investor Relations

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Documents may also be available on our website at www.lee.net. We do not intend that

our website address be an active link and information contained on its website does not constitute a part of this Prospectus.

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APPENDIX 1

AMENDED AND RESTATED LEE ENTERPRISES, INCORPORATED

1990 LONG-TERM INCENTIVE PLAN (Effective October 1, 1999,

As amended effective January 6, 2010) Section 1: GENERAL PROVISIONS 1.1 Purposes The purposes of the 1990 Long-Term Incentive Plan, as amended, restated and extended (the “Plan”) of Lee Enterprises, Incorporated (the “Company”) are to promote the interests of the Company and its stockholders by (i) attracting and retaining executives and other key employees of outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a competent management team; (iii) motivating executives and other key employees, by means of performance-related incentives, to achieve longer-range performance goals; (iv) providing incentive compensation opportunities which are competitive with those of other major corporations; and (v) enabling such employees to participate in the long-term growth and financial success of the Company. 1.2 Definitions “Affiliate” - means any corporation or other entity (i) which is not a Subsidiary but as to which the Company possesses a direct or indirect ownership interest and has representation on the board of directors or any similar governing body; and (ii) which is designated by the Board of Directors as an “Affiliate” for purposes of this Plan. “Award” - means a grant or award under Sections 2 through 3, inclusive, of the Plan. “Board of Directors” - means the board of directors of the Company. “Code” - means the Internal Revenue Code of 1986 as amended from time to time. “Committee” - means the Executive Compensation Committee of the Board of Directors. “Common Stock” - means the Common Stock, $0.01 par value, of the Company, which may be authorized and unissued shares or may be reacquired shares of such Common Stock, together with a Preferred Share Purchase Right. “Corporation” - means the Company, its divisions, Subsidiaries and Affiliates.

“Class B Common Stock” - means the Class B Common Stock, $2.00 par value, of the Company, all shares of which were converted to Common Stock effective April 5, 2011, and none of which are currently issued and outstanding. “Common Shares” - means the shares of Common Stock and Class B Common Stock treated as one class. “Disability Date” - means the date on which a Participant is deemed disabled under the employee benefit plans of the Corporation applicable to the Participant. “Employee” - means any key employee of the Corporation. “Fair Market Value” - means, as the Committee shall determine, either (i) the average of the high and low prices of the Common Stock, or (ii) the closing price of the Common Stock, on the date on which it is to be valued hereunder as reported for New York Stock Exchange-Composite Transactions. “Non-Employee Director” - has the meaning set forth in Rule 16b-3(3)(i) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, or any successor definition adopted by the Commission. “Normal Retirement Date” - has the meaning set forth in the pension or retirement plan of the Corporation applicable to the Participant, or such other date as may be mutually agreed upon in writing by the Committee and the Participant. “Participant” - means an Employee who is selected by the Committee to receive an Award under the Plan. “Preferred Share Purchase Right” - means the right to the holders of “Common Stock” issued pursuant to the Plan to purchase from the Company one one-thousandth of a share of Series A Participating Convertible Preferred Stock, without par value, of the Company at a price of $150.00 per one one-thousandth of a Preferred Share, subject to adjustment in a “Change of Control”. “Restricted Period” - means a period of three (3) years, or such other period of years selected by the Committee, during which a grant of Restricted Stock may be forfeited to the Company. “Restricted Stock” - means shares of Common Stock contingently granted to a Participant under Section 3 of the Plan. “Stock Appreciation Rights” - shall have the meaning specified in Section 1.6(b).

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“Subsidiary” - means any corporation in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of its stock having voting power; provided that with respect to incentive stock options granted hereunder, the term “subsidiary” shall be as defined in Section 425(f) or any successor provision of the Code. 1.3 Administration The Plan shall be administered by the Committee, which shall at all times consist of three (3) or more members, each of whom shall be a Non-Employee Director. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable, and to interpret the terms and provisions of the Plan. The Committee may delegate to one or more executive officers of the Company the power to make Awards to Participants who are not executive officers or directors of the Company, provided the Committee shall fix the maximum amount of such Awards for the group and a maximum amount for any one Participant. The Committee’s decisions are binding upon all parties. 1.4 Eligibility All Employees who have demonstrated significant management potential or who have contributed, or are deemed likely to contribute, in a substantial measure to the successful performance of the Corporation, as determined by the Committee, are eligible to be Participants in the Plan. 1.5 Shares Reserved (a) There shall be reserved for issuance pursuant to the Plan a total of three million nine hundred

fifty-six thousand three hundred fifty-nine (3,956,359) shares of Common Stock, together with sufficient shares to cover outstanding grants under the Plan as of December 28, 2009. In the event that (i) a stock option expires or is terminated unexercised as to any shares covered thereby, (ii) shares are forfeited for any reason under the Plan, or (iii) shares are tendered as consideration for the exercise of options under Section 2.3 or for withholding of taxes under Section 1.7, such shares shall thereafter be again available for issuance pursuant to the Plan. In the event that a stock option is surrendered for payment pursuant to Section 1.6(b) hereof, the shares covered by the stock option shall not thereafter be available for issuance pursuant to the Plan.

(b) In the event of any change in the outstanding shares of Common Stock by reason of any stock

dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment, if any, as it deems to be

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equitable to accomplish fairly the purposes of the Plan and to preserve the intended benefits of the Plan to the Participants and the Corporation, as to the number (including the number specified in Section 1.5(a) above) or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the Plan, including the number of outstanding stock options, the option prices thereof, and the number of outstanding Awards of other types.

1.6 Change of Control (a) Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of

Control: any stock options and Stock Appreciation Rights outstanding as of the date such Change of Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; and the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant; provided, that, if payment of cash under this paragraph would make a Change of Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for such cash payment would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to this paragraph, Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder.

(b) Notwithstanding any other provision of the Plan to the contrary, during the 60-day period from

and after a Change of Control (the “Exercise Period”), unless the Committee shall determine otherwise at the time of grant (or, with respect to Stock Options outstanding as of May 7, 1998, on May 7, 1998), an optionee shall have the right, whether or not the Stock Option is fully exercisable and in lieu of the payment of the exercise price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change of Control Price per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Stock Option multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this Section 1.6(b) shall have been exercised (“Stock Appreciation Rights”). Notwithstanding the foregoing, if any right granted pursuant to this Section 1.6(b) would make a Change of Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder or, if payment of such Common Stock would similarly make such transaction ineligible for pooling of interests accounting, eliminate such right.

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(c) For purposes of the Plan, “Change of Control Price” means the higher of (i) the highest reported

sales price, regular way, of a share of Common Stock in any transaction reported on the New York Stock Exchange -- Composite Tape or other national exchange on which such shares are listed or on NASDAQ during the 60-day period prior to and including the date of a Change of Control or (ii) if the Change of Control is the result of a tender or exchange offer or a Business Combination, the highest price per share of Common Stock paid in such tender or exchange offer or Business Combination; provided, however, that in the case of incentive stock options and Stock Appreciation Rights relating to incentive stock options, the Change of Control Price shall be in all cases the Fair Market Value of the Common Stock on the date such incentive stock option or Stock Appreciation Right is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.

(d) For purposes of this Plan, a “Change of Control” means:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership” of 15% or more of the Common Shares; provided, however, that for purposes of this subsection (i), the following acquisitions do not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company (D) any acquisition by a Person of Beneficial Ownership of less than 25% of the Common Shares if such Person reports, or is required to report such Beneficial Ownership on Schedule 13G under the Exchange Act or Schedule 13D of the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any present intention to (or reserve the right to) hold such Common Shares with the purpose or effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, or (E) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease

for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

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(iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another (entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Common Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the Common Shares or, with respect to an entity other than the Company, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Common Shares, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the Common Shares or, with respect to an entity other than the Company, the then outstanding shares of common stock of the corporation resulting from such Business Combination (or, for a non-corporate entity, equivalent securities) or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the

Company. 1.7 Withholding The Corporation shall have the right to deduct from all amounts paid in cash (whether under this Plan or otherwise) any taxes required by law or other amounts authorized by a Participant to be withheld therefrom. In the case of payments of Awards in the form of Common Stock, at the Committee’s discretion the Participant may be required to pay to the Corporation the amount of any taxes required to be withheld with respect to such Common Stock, or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Common Stock whose Fair Market Value on the date such taxes are required to be withheld equals the amount required to be withheld.

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1.8 Nontransferability No Award shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution. 1.9 No Right to Employment No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation. Further, the Corporation expressly reserves the right at any time to dismiss a Participant free from any liability, or from any claim under the Plan, except as provided herein or in any agreement entered into with respect to an Award. 1.10 Construction of the Plan The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of Delaware, without regard to conflict of law principles. 1.11 Amendment (a) The Board of Directors may amend, suspend or terminate the Plan or any portion thereof and any

Award hereunder at any time, provided that no amendment shall be made without stockholder approval which shall (i) increase (except as provided in Section 1.5(b) hereof) the total number of shares reserved for issuance pursuant to the Plan; (ii) change the class of Employees eligible to be Participants; (iii) decrease the minimum option prices stated herein (other than to change the manner of determining Fair Market Value to conform to any then applicable provision of the Code or regulations thereunder); (iv) extend the expiration date of the Plan as it applies to incentive stock options; or (v) withdraw the administration of the Plan from a committee consisting of three or more members, each of whom is a Non-Employee Director. Notwithstanding anything to the contrary contained herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform with applicable law and rules and regulations thereunder. Notwithstanding anything in this Plan to the contrary, following a Change of Control the Board may not amend the Plan in a manner that would adversely affect any outstanding Award of a Participant without the written consent of such Participant.

(b) The Committee with the Participant’s consent may amend, modify or terminate any outstanding

Award at any time prior to payment or exercise in any manner not inconsistent with the terms of the Plan, including without limitation, to change the date or dates as of which (i) a stock option becomes exercisable; (ii) or a Restricted Stock becomes nonforfeitable; or (iii) to cancel and reissue an Award under such different terms and conditions as it determines appropriate.

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1.12 Dividends, Equivalents and Voting Rights; Cash Payments Awards may provide the Participant with (i) dividends or dividend equivalents and voting rights prior to either vesting or earnout; and (ii) to the extent determined by the Committee, cash payments in lieu of or in addition to an Award. 1.13 Effective Date The Plan shall be effective on October 1, 1999, subject to ratification by the stockholders of the Company. No incentive stock options may be granted under the Plan after January 6, 2020. Section 2: STOCK OPTIONS 2.1 Authority of Committee Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom stock options shall be granted, the number of shares to be covered by each stock option and the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of the stock option. The number of shares of Common Stock with respect to which stock options may be granted to any Participant during any fiscal year shall not exceed 200,000 (subject to adjustment as provided in Section 1.5(b) hereof). The Committee shall have the authority to grant stock options that are intended to be, and qualify as, incentive stock options under Section 422A of the Code, or to grant non-qualified stock options, or to grant both types of stock options, except that incentive stock options can only be granted to Participants who are Employees of the Company or a Subsidiary. In the case of incentive stock options, the terms and conditions of such grants shall be subject to and comply with such grant and vesting limitations as may be prescribed by Section 422A(d) of the Code, as from time to time amended, and any implementing regulations. Unless the Committee provides otherwise at the time of grant, or at anytime as provided in Section 1.6, an incentive stock option shall be issued in tandem with a Stock Appreciation Right and exercisable except as otherwise provided in the Plan. 2.2 Option Price The Committee shall establish the option price at the time each stock option is granted, which price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. The option price shall be subject to adjustment in accordance with the provisions of Section 1.5(b) hereof. 2.3 Exercise of Options

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(a) The Committee may determine that any stock option shall become exercisable in installments

and may determine that the right to exercise such stock option as to such installments shall expire on different dates or on the same date. Incentive stock options may not be exercisable later than ten years after their date of grant.

(b) In the event a Participant ceases to be an Employee with the consent of the Committee, or upon

the occurrence of his or her death, Normal Retirement Date (or, if approved in writing by the Committee, his or her actual retirement date) or Disability Date, his or her stock options shall be exercisable at any time prior to a date established by the Committee at the date of grant. Except as otherwise provided by the Committee, if a Participant ceases to be an Employee for any other reason, his or her rights under all stock options shall terminate no later than the thirtieth (30th) day after such cessation of employment.

(c) Each stock option shall be confirmed by a stock option agreement executed by the Company and

by the Participant. The option price of each share as to which an option is exercised shall be paid in full at the time of such exercise. Such payment shall be made in cash, by tender of shares of Common Stock owned by the Participant valued at Fair Market Value as of the date of exercise, subject to such limitations on the tender of Common Stock as the Committee may impose, or by a combination of cash and shares of Common Stock. In addition, the Committee may provide the Participant with assistance in financing the option price and applicable withholding taxes, on such terms and conditions as it determines appropriate.

(d) Stock options granted under the Plan may include the right to acquire an Accelerated Ownership

Non-Qualified Stock Option (“AO”). If an option grant contains an AO, and if a Participant pays all or part of the purchase price of the option with shares of Common Stock held by the Participant for at least one (1) year, then upon exercise of the option the Participant shall be granted the additional option to purchase, at the Fair Market Value as of the date of the AO grant, the number of shares of Common Stock equal to the number of whole shares of Common Stock used by the Participant in payment of the purchase price and the number of whole shares of Common Stock, if any, withheld by the Company as payment for applicable withholding taxes. An AO may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of the option to which the AO is related.

(e) Stock options may be exercised during the option term (as specified in the option agreement), by

giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price, either by check, note or such other type of instrument as may be determined from time to time to be acceptable by the Committee or in accordance with procedures established by the Committee. As determined by, or in accordance with procedures established by, the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the case of the exercise of a non-qualified stock option in the form of Restricted Stock subject to an Award hereunder (based, in each case, on the Fair Market Value of the Common Stock on the date the option is exercised, as determined by the Committee). If payment of the option exercise price of

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a non-qualified stock option is made in whole or in part in the form of Restricted Stock, such Restricted Stock (and any replacement shares relating thereto) shall remain (or be) restricted, as the case may be, in accordance with the original terms of the Restricted Stock award in question, and any additional Common Stock received upon the exercise shall be subject to the same forfeiture restrictions, unless otherwise determined by, or in accordance with procedures established by, the Committee, in its sole discretion, at or after grant.

Section 3: RESTRICTED STOCK 3.1 Authority of Committee Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom shares of Restricted Stock shall be granted, the number of shares of Restricted Stock to be granted to each Participant, the duration of the Restricted Period during and the conditions under which the Restricted Stock may be forfeited to the Company, the purchase price, if any, to be paid by a Participant for such Restricted Stock, and the terms and conditions of the Award in addition to those contained in Section 3.2. Such determinations shall be made by the Committee at the time of the grant. 3.2 Terms and Conditions Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in Section 2.3(e), during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him or her, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or his or her legal representative. 3.3 Termination of Employment Unless otherwise provided by the Committee at the time of the grant of Restricted Stock, in the event a Participant voluntarily terminates his or her employment with the Corporation during the Restricted Period, or upon the occurrence of his or her death, during the Restricted Period, Normal Retirement Date (or, if approved in writing by the Committee, his or her actual retirement date) or Disability Date during the Restricted Period, the restrictions imposed hereunder shall lapse with respect to such shares of Restricted Stock. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, unless otherwise provided by the Committee, all shares of Restricted Stock shall thereupon be forfeited to the Company.

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APPENDIX 2

INCENTIVE STOCK OPTION AGREEMENT [Date] [Recipient Name & Address] Dear ____________, I am pleased to inform you that you have been granted an Incentive Stock Option to purchase __________ shares of Lee Enterprises, Incorporated Common Stock, $0.01 par value. You are receiving this award under the Company’s 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective January 6, 2010), as presently written or later amended (the “Plan”), as outlined below. SUMMARY OF AWARD Granted To:

Grant Date: Stock Option Award: Option Price Per Share: $ Total Cost to Exercise: $ Expiration Date: Vesting Schedule: on or % of the shares

on or %of the shares

on or % of the shares

LEE ENTERPRISES, INCORPORATED By _________________________________ By clicking on the “I agree” box at the top of this electronic mail message, I acknowledge receipt of this Stock Option Award as of the Grant Date above, which has been issued to me under the terms and conditions of the Plan and as stated in this letter agreement. I further acknowledge I can obtain the Prospectus, including the Plan at http://www.lee.net/prospectus. I agree to all of the terms and conditions of this letter agreement and the Plan. If an “I Agree” box does not appear at the top of this signature, your consent may be acknowledged by printing out this form, signing, dating and faxing it to at (___) . Signature: ____________________________ Date: ____________________ [Name]

Note: If there are any discrepancies in the name or address shown above, or if you are unable to access the Prospectus, please notify at (___) .

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SUMMARY OF ADDITIONAL TERMS OF AWARD 1. Incentive Stock Option Award.

(a) To the extent that this option is not exercised by you when it becomes initially exercisable, it will not expire but will be carried forward and will be exercisable at any time thereafter. However, this option will not be exercisable after the expiration of ten (10) years from the Grant Date and then this letter will automatically terminate. (b) This option may be exercised in whole or from time to time in part, provided that no partial exercise may be for less than ten (10) full shares of the Company’s Common Stock or its equivalent. You must give written notice of election to exercise this option in whole or in part to the Company. When you have exercised this option in full before ten (10) years from the Grant Date, then this letter agreement will automatically terminate. If the option is being exercised by any person other than you, the notice must be accompanied by proof, satisfactory to the Company, of the right of such person to exercise the option. Such notice must state the number of shares with respect to which the option is being exercised and payment needs to be made three business days from stock purchase settlement period after the trade to repay the Company with a check or draft payable to the Company for the amount of the purchase price. Generally, upon receipt of the purchase price, the Company will instruct its transfer agent to (a) credit to an account established in your name the number of shares of the Company’s Common Stock issued upon exercise or (b) countersign and deliver to such other person exercising the option, a certificate for the number of shares purchased. (c) This option may not be transferable and may not be encumbered or disposed of in whole or in part during your lifetime. During your lifetime this option may be exercised only by you. Upon your death any rights to the extent exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise this option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the remaining effective term of the option. (d) On termination of your employment by reason of retirement under a retirement plan of the Company or any of its subsidiaries, you may at any time within a period of three (3) months after such termination exercise this option to the extent it was exercisable by you on the date of termination. As used in this option, “employment” means employment by the Company or any subsidiary of the Company as defined in Section 424(f) of the Internal Revenue Code, as from time to time amended, and any implementing regulations. (e) On termination of your employment by reason of permanent and total disability, as defined in Section 22(e)(3) of the Internal Revenue Code, as from time to time amended, and any implementing regulations, you may at any time within a period of twelve (12) months after such termination exercise this option to the extent it was exercisable by you on the date of termination. (f) On termination of your employment for any reason other than death, permanent and total disability or retirement, all rights to purchase shares under this option will automatically terminate on the thirtieth (30th) day after such cessation of employment.

(g) This option award includes the right to acquire an Accelerated Ownership Non-Qualified Stock Option (“AO”). If you pay all or part of the purchase price of the option with shares of the Company’s Common Stock held by you for at least one (1) year, then upon exercise of the option you will be granted the additional option to purchase, at the price per share equal to the Fair Market Value at the date of that later grant, the number of shares of the Company’s Common Stock equal to the number of whole shares of the Company’s Common Stock used by you in payment of the purchase price and the number of whole shares of the Company’s Common Stock, if any, withheld by the Company as payment for applicable withholding taxes. An AO may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of this letter agreement. (h) This option is subject to the requirement that, at any time the Board of Directors determines, in its discretion, that the listing, registration or qualification of the shares subject to this option on any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this option or the issue or purchase of shares under this letter agreement, this option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board of Directors. (i) If you are granted a leave of absence, the Company’s Executive Compensation Committee (the “Committee”) may agree to continue this option while you remain an employee of the Company or a subsidiary of the Company as it may deem equitable, except that in no event will the option be exercised after the expiration of ten (10) years from the Grant Date. Any provision for continuation of the exercise of an AO may not extend beyond the date of expiration of this letter agreement. (j) The Plan is incorporated in this letter agreement by reference and is made a part of this letter agreement as if fully set forth in this letter agreement. The Plan will control if there is any conflict between the Plan and this letter agreement. Also, the Plan will control on such matters as are not contained in this letter agreement. Defined terms which are not given specific meaning in this letter agreement will have the meanings used in the Plan. (k) Any dispute or disagreement which will arise under, as a result of, or in any way relate to the interpretation or construction of this letter agreement will be determined by the Committee. Any such determination made under this letter agreement will be final, binding and conclusive for all purposes.

2. Change in Present Stock. If any change in the outstanding shares of the Company’s Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends occurs, the Committee will make such substitution or adjustment, if any, as it deems to be equitable (a) to accomplish fairly the purposes of the Plan, and (b) to preserve the intended benefits of the Plan to the Participants and the Company, as to the number or kind of shares of the Company’s Common Stock or other securities issued or reserved for issuance under the Plan.

3. Change in Control. In spite of any other provision of the Plan to the contrary, if a Change of Control, as defined in the Plan, is determined to have occurred, any stock options which are not then exerciseable and vested will become fully exerciseable and vested to the full extent of the original grant. 4. Effect Upon Employment. Nothing contained in this letter agreement will restrict the right of the Company to terminate your employment at any time with or without cause. 5. Notices. Each notice relating to this letter agreement must be in writing and delivered in person or by registered or certified mail, and if given to the Company, at its office, 201 N. Harrison Street, Suite 600, Davenport, Iowa 52801, attention of the Vice President-Human Resources. Notices given to you or other person or persons then entitled to exercise this award will be given at your last address given to the Company. Either party may change the address to which such notices are to be given by notice in writing to the other in accordance with the terms of this letter agreement. 6. Governing Law. This letter agreement is governed by the laws of the State of Delaware. 7. Successors in Interest. This letter agreement will inure to the benefit of and be binding on each successor and assign of the Company and your heirs, legatees and legal representatives.

APPENDIX 3 NON-QUALIFIED STOCK OPTION AGREEMENT

[Date] [Recipient Name & Address] Dear ____________, I am pleased to inform you that you have been granted a Non-Qualified Stock Option to purchase __________ shares of Lee Enterprises, Incorporated Common Stock, $0.01 par value. You are receiving this award under the Company’s 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective January 6, 2010), as presently written or later amended (the “Plan”), as outlined below. SUMMARY OF AWARD Granted To:

Grant Date: Stock Option Award: Option Price Per Share: $ Total Cost to Exercise: $ Expiration Date: Vesting Schedule: on or % of the shares

on or % of the shares

on or % of the shares

LEE ENTERPRISES, INCORPORATED By _________________________________ By clicking on the “I agree” box at the top of this electronic mail message, I acknowledge receipt of this Stock Option Award as of the Grant Date above, which has been issued to me under the terms and conditions of the Plan and as stated in this letter agreement. I further acknowledge I can obtain the Prospectus, including the Plan at http://www.lee.net/prospectus. I agree to all of the terms and conditions of this letter agreement and the Plan. If an “I Agree” box does not appear at the top of this signature, your consent may be acknowledged by printing out this form, signing, dating and faxing it to at (___) . Signature: ____________________________ Date: ____________________ [Name] Note: If there are any discrepancies in the name or address shown above, or if you are unable to access the Prospectus, please notify at (___) .

SUMMARY OF ADDITIONAL TERMS OF AWARD 1. Non-Qualified Stock Option Award.

(a) To the extent that this option is not exercised by you when it becomes initially exercisable, it will not expire but will be carried forward and will be exercisable at any time thereafter. However, this option will not be exercisable after the expiration of ten (10) years from the Grant Date and then this letter will automatically terminate. Also, this option is subject to and must comply with such limitations as may be prescribed by Section 422(d) of the Internal Revenue Code of 1986, as from time to time amended, and any implementing regulations.

(b) This option may be exercised in whole or from time to time in part, provided that no partial exercise may be for less than ten (10) full shares of the Company’s Common Stock or its equivalent. You must give written notice of election to exercise this option in whole or in part to the Company. When you have exercised this option in full before ten (10) years from the Grant Date, then this letter agreement will automatically terminate. If the option is being exercised by any person other than you, the notice must be accompanied by proof, satisfactory to the Company, of the right of such person to exercise the option. Such notice must state the number of shares with respect to which the option is being exercised and payment needs to be made three business days from stock purchase settlement period after the trade to repay the Company with a check or draft payable to the Company for the amount of the purchase price. Generally, upon receipt of the purchase price, the Company will instruct its transfer agent to (a) credit to an account established in your name the number of shares of the Company’s Common Stock issued upon exercise or (b) countersign and deliver to such other person exercising the option, a certificate for the number of shares purchased.

(c) This option may not be transferable and may not be encumbered or disposed of in whole or in part during your lifetime. During your lifetime this option may be exercised only by you. Upon your death any rights to the extent exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise this option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the remaining effective term of the option.

(d) On termination of your employment by reason of retirement under a retirement plan of the Company or any of its subsidiaries, you may at any time within a period of three (3) months after such termination exercise this option to the extent it was exercisable by you on the date of termination. As used in this option, “employment” means employment by the Company or any subsidiary of the Company as defined in Section 424(f) of the Internal Revenue Code, as from time to time amended, and any implementing regulations.

(e) On termination of your employment by reason of permanent and total disability, as defined in Section 22(e)(3) of the Internal Revenue Code, as from time to time amended, and any implementing regulations, you may at any time within a period of twelve (12) months after such termination exercise this option to the extent it was exercisable by you on the date of termination.

(f) On termination of your employment for any reason other than death, permanent and total disability or retirement, all rights to purchase shares under this option will automatically terminate on the thirtieth (30th) day after such cessation of employment.

(g) This option award includes the right to acquire an Accelerated Ownership Non-Qualified Stock Option (“AO”). If you pay all or part of the purchase price of the option with shares of the Company’s Common Stock held by you for at least one (1) year, then upon exercise of the option you will be granted the additional option to purchase, at the price per share equal to the Fair Market Value at the date of that later grant, the number of shares of the Company’s Common Stock equal to the number of whole shares of the Company’s Common Stock used by you in payment of the purchase price and the number of whole shares of the Company’s Common Stock, if any, withheld by the Company as payment for applicable withholding taxes. An AO may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of this letter agreement.

(h) This option is subject to the requirement that, at any time the Board of Directors determines, in its discretion, that the listing, registration or qualification of the shares subject to this option on any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this option or the issue or purchase of shares under this letter agreement, this option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board of Directors.

(i) If you are granted a leave of absence, the Company’s Executive Compensation Committee (the “Committee”) may agree to continue this option while you remain an employee of the Company or a subsidiary of the Company as it may deem equitable, except that in no event will the option be exercised after the expiration of ten (10) years from the Grant Date. Any provision for continuation of the exercise of an AO may not extend beyond the date of expiration of this letter agreement.

(j) The Plan is incorporated in this letter agreement by reference and is made a part of this letter agreement as if fully set forth in this letter agreement. The Plan will control if there is any conflict between the Plan and this letter agreement. Also, the Plan will control on such matters as are not contained in this letter agreement. Defined terms which are not given specific meaning in this letter agreement will have the meanings used in the Plan.

(k) Any dispute or disagreement which will arise under, as a result of, or in any way relate to the interpretation or construction of this letter agreement will be determined by the Committee. Any such determination made under this letter agreement will be final, binding and conclusive for all purposes.

2. Change in Present Stock. If any change in the outstanding shares of the Company’s Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends occurs, the Committee will make such substitution or adjustment, if any, as it deems to be equitable (a) to accomplish fairly the purposes of the Plan, and (b) to preserve the intended benefits of the Plan to the Participants and the Company, as to the number or kind of shares of the Company’s Common Stock or other securities issued or reserved for issuance under the Plan.

3. Change in Control. In spite of any other provision of the Plan to the contrary, if a Change of Control, as defined in the Plan, is determined to have occurred, any stock options which are not then exerciseable and vested will become fully exerciseable and vested to the full extent of the original grant. 4. Effect Upon Employment. Nothing contained in this letter agreement will restrict the right of the Company to terminate your employment at any time with or without cause. 5. Notices. Each notice relating to this letter agreement must be in writing and delivered in person or by registered or certified mail, and if given to the Company, at its office, 201 N. Harrison Street, Suite 600, Davenport, Iowa 52801, attention of the Vice President-Human Resources. Notices given to you or other person or persons then entitled to exercise this award will be given at your last address given to the Company. Either party may change the address to which such notices are to be given by notice in writing to the other in accordance with the terms of this letter agreement. 6. Governing Law. This letter agreement is governed by the laws of the State of Delaware. 7. Successors in Interest. This letter agreement will inure to the benefit of and be binding on each successor and assign of the Company and your heirs, legatees and legal representatives.

APPENDIX 4 RESTRICTED STOCK AGREEMENT

[Date] [Recipient Name & Address] Dear ____________, I am pleased to inform you that you have been granted a Restricted Stock Award of __________ shares of Lee Enterprises, Incorporated Common Stock, $0.01 par value. You are receiving this award under the Company’s 1990 Long-Term Incentive Plan (Effective October 1, 1999, as amended effective January 6, 2010), as presently written or later amended (the “Plan”) as outlined below. SUMMARY OF AWARD Granted To: Grant Date: Restricted Stock Award: Restricted Stock Price Per Share: $ Vesting Schedule: Restricted Stock does not vest until LEE ENTERPRISES, INCORPORATED By _________________________________ By clicking on the “I agree” box at the top of this electronic mail message, I acknowledge receipt of this Restricted Stock Award as of the Grant Date above, which has been issued to me under the terms and conditions of the Plan and as stated in this letter agreement. I further acknowledge I can obtain the Prospectus, including the Plan at http://www.lee.net/prospectus. I agree to all of the terms and conditions of this letter agreement and the Plan. If an “I Agree” box does not appear at the top of this signature, your consent may be acknowledged by printing out this form, signing, dating and faxing it to at (___) . Signature: ____________________________ Date: ____________________ Name Note: If there are any discrepancies in the name or address shown above, or if you are unable to access the Prospectus, please notify at (___)

SUMMARY OF ADDITIONAL TERMS OF AWARD

1. Restricted Stock Award. (a) You own the Restricted Stock as of the date of this letter agreement, subject to the

provisions for your forfeiture described in subparagraph (b) below. (b) Upon termination of your employment for any reason other than death, permanent and

total disability or normal retirement (as defined in the Plan) before __________________ all of your rights to the Restricted Stock will be forfeited to the Company, unless otherwise determined by the Company’s Executive Compensation Committee (the “Committee”). The determination as to waiver of the forfeiture of all or any part of the Restricted Stock Award will be made at the sole, complete and absolute discretion of the Committee. Its determination will be final and binding on you and the Company. No action by the Committee will constitute a waiver of the Committee’s discretion to act at any time under the terms of this letter agreement regarding the matters reserved to its discretion, unless such waiver is unequivocally expressed in writing by the Committee addressed to you and the Company.

(c) This letter agreement will not be transferable and may not be encumbered or disposed

of in whole or in part during your lifetime. During your lifetime and the term of this letter agreement, your rights under this letter agreement may be exercised solely by you. Upon your death any rights, to the extent exercisable or vested on the date of your death, may be exercised by your estate or by a person who acquires the right to ownership of your Restricted Stock by bequest, inheritance or otherwise by reason of your death. Evidence satisfactory to the Committee of your death and the proper legal standing of your successor in interest must be provided.

(d) During the term of this letter agreement, you will be entitled to all distributions related

to the Restricted Stock. However, any distributions related to the Restricted Stock represented by additional shares of the Company, whether by reason of stock dividend, split-up or other recapitalization of the Company, will be retained and held by the Company for the term of this letter agreement as provided in this letter agreement.

(e) During the term of this letter agreement, the certificates evidencing ownership of the

Restricted Stock will be retained by the Company, as security for your performance of all obligations under this letter agreement. By execution of this letter agreement, you are appointing the Company’s chief financial officer as your duly authorized agent and attorney-in-fact for and on your behalf and subject to the terms of this letter agreement to hold and retain your Restricted Stock certificates related to the Restricted Stock granted by this letter agreement or later distributed by the Company during the term of this letter agreement related to the original Restricted Stock. Further, you appoint him or her to execute and deliver to the Company any and all such share certificates you forfeit under the terms of this letter agreement or as otherwise required by the Plan.

(f) Unless forfeited as described in subparagraph (b) above, your Restricted Stock

certificates evidencing ownership of the Restricted Stock will be delivered to you unconditionally and without requirement for payment by you, on _____________. This letter agreement will terminate upon distribution of the Restricted Stock.

(g) This grant is subject to the requirement that, if at any time the Company’s Board of Directors determines, in its discretion, that the listing, registration or qualification of the Restricted Stock on any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Restricted Stock Award or the issuance or acquisition of your Restricted Stock, the grant will not be effective in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company’s Board of Directors.

(h) The Plan is incorporated in this letter agreement by reference and is made a part of

this letter agreement as if fully set forth in this letter agreement. The Plan will control if there is any conflict between the Plan and this letter agreement. Also, the Plan will control on such matters as are not contained in this letter agreement. Defined terms which are not given specific meaning in this letter agreement will have the meanings used in the Plan.

(i) Any dispute or disagreement which arises under, as a result of, or in any way related to

the interpretation or construction of this letter agreement will be determined by the Committee. Any such determination made under this letter agreement will be final, binding and conclusive for all purposes.

2. Change in Present Stock. If any change in the outstanding shares of the Company’s Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends occurs, the Committee will make such substitution or adjustment, if any, as it deems to be equitable (a) to accomplish fairly the purposes of the Plan, and (b) to preserve the intended benefits of the Plan to the Participants and the Company, as to the number or kind of shares of the Company’s Common Stock or other securities issued or reserved for issuance under the Plan. 3. Change in Control. In spite of any other provision of the Plan to the contrary, if a Change of Control, as defined in the Plan, is determined to have occurred, the restrictions and deferral limitations applicable to the Restricted Stock will lapse. The Restricted Stock will then become free of all restrictions and will be fully vested and transferable to the full extent of the original grant. 4. Effect Upon Employment. Nothing contained in this letter agreement will restrict the right of the Company to terminate your employment at any time with or without cause. 5. Notices. Each notice relating to this letter agreement must be in writing and delivered in person or by registered or certified mail, and if given to the Company, at its office, 201 N. Harrison Street, Suite 600, Davenport, Iowa 52801, attention of the Vice President-Human Resources. Notices given to you or other person or persons then entitled to exercise this award will be given at your last address given to the Company. Either party may change the address to which such notices are to be given by notice in writing to the other in accordance with the terms of this letter agreement. 6. Governing Law. This letter agreement is governed by the laws of the State of Delaware. 7. Successors in Interest. This letter agreement will inure to the benefit of and be binding upon each successor and assign of the Company and your heirs, legatees and legal representatives.