Exhibit 10.4


                                  KNIGHT RIDDER
                            LONG-TERM INCENTIVE PLAN
                     (As adopted effective January 1, 2003)


INTRODUCTION AND OVERVIEW
-------------------------

The Knight Ridder Long-Term Incentive Plan (the "Plan") is adopted by Knight
Ridder, Inc. (the "Company") and is intended to motivate and reward senior
executives for creating shareholder value that is equal to or greater than that
created by other leading newspaper companies. Specific Plan objectives include:

         o        Focus participants on total shareholder return ("TSR"),
                  defined as stock appreciation plus dividends (assuming that
                  dividends are reinvested in Knight Ridder stock).

         o        Link rewards to the level of TSR achieved as well as to Knight
                  Ridder's TSR relative to that of other companies that comprise
                  the S&P Publishing/Newspaper Index.

         o        Provide participants the opportunity to earn compensation
                  commensurate with performance, including superior rewards for
                  superior performance.

Participants will be selected to participate in the Plan prior to the beginning
of a three-year performance period (a "Performance Period"). Each Performance
Period will be of three years duration and will commence on the first day of
January of the applicable year. Unless otherwise determined in accordance with
the Plan, a new three-year Performance Period will commence at the end of each
Performance Period. Participants will have the opportunity to earn a cash award
at the end of the Performance Period based on the TSR for Knight Ridder stock
from the December preceding the commencement of the Performance Period through
the end of the Performance Period (e.g., December 2002 through December 2005)
compared to the TSR for the stock of the other companies in the S&P
Publishing/Newspaper Index during the same period. Depending on the TSR for
Knight Ridder relative to that of the comparison companies, anywhere between 0
and 100% of the potential award will be earned. Participants may elect in
advance to defer receipt of all or a portion of the award by participating in
the Knight Ridder Long-Term Incentive Deferral Program (the "Deferral Program").

Upon determination of the actual award payment, participants will also receive a
payment equal to the dividends that would have been paid on shares of Knight
Ridder stock during the Performance Period, if the award had been held as stock
during the Performance Period, as well as any additional value that would have
accrued if each of those dividends had been invested in Knight Ridder stock on
the last business day of the quarter in which it was paid. These
dividend-related payments will be deferred for those who have elected to
participate in the Deferral Program.
<PAGE>

                                       -2-


PLAN ADMINISTRATION
-------------------

The Plan will be administered by the Compensation Committee of the Knight Ridder
Board of Directors (the "Committee"). The Committee has the authority to
interpret the provisions of the Plan and to make any rules and regulations
necessary to administer the Plan. The Committee's decision is final in all
matters of judgment pertaining to the Plan, and the Committee may, without
notice, suspend (in whole or in part), terminate or amend the Plan. In addition,
the Committee may adopt such amendments as it deems necessary or desirable to
correct any defect or omission in the Plan or to reconcile any inconsistency in
the Plan.

PARTICIPATION
-------------

Participants will include selected officers whose participation is approved by
the Committee based on the Committee's assessment of their ability to have
significant impact on Knight Ridder's TSR.

Participants can be added to the Plan as long as there is at least one year
remaining in the Performance Period.

GRANT SIZE
----------

The initial value of the potential award for each initial participant will equal
three times 75% of the individual's salary as of first day of January in the
first year of the Performance Period.

If a participant is added to the Plan after the initial grant is made, the
initial value of the potential award for such later-added participants will be
reduced from three times 75% of salary on a pro rata basis to reflect the number
of full calendar months in the period of participation. The salary to be used
for this purpose shall be the annual rate of salary in effect for the
participant as of the first day of the month in which the award is made.

Each potential award will be expressed in terms of a hypothetical Knight Ridder
stock account upon grant. The initial number of phantom shares in a
participant's bookkeeping account will be equal to a number of Knight Ridder
shares having a value equal to the initial value of the potential award. The
value of a share for this purpose will be equal to the average closing price of
a share of Knight Ridder stock during the calendar month preceding the month of
the grant of a potential award.

AWARD CALCULATIONS
------------------

As long as Knight Ridder's TSR is positive, the percentage of the potential
award will be determined based on the relationship between Knight Ridder's TSR
and the TSR of the four companies (other than Knight Ridder) in the S&P
Publishing/Newspaper Index. If Knight Ridder's TSR is not positive, then no
award will be paid, regardless of relative positioning.

The four other companies in the S&P Publishing/Newspaper Index are Dow Jones &
Company, Inc., Gannett Co., Inc., The New York Times Company, and Tribune
Company. If one or more of these companies changes substantially or no longer
exists by the end of the Performance Period, or if the S&P Publishing/Newspaper
Index changes, the Committee will decide on the companies that will be used for
the relative TSR comparison and the method used for determining vesting.
<PAGE>

                                       -3-


TSR for each company will equal compound annual price appreciation plus
dividends, assuming the dividends were reinvested in that company's stock at the
end of each quarter in which a dividend is paid. The beginning stock price for
each company will equal the average daily closing price during the December
immediately preceding the commencement of a Performance Period (e.g., December
2002), and the ending stock price will equal the average daily closing price for
the December immediately preceding the expiration of a Performance Period (e.g.,
December 2005). Appropriate adjustments will be made to account for stock splits
and similar events. The attached document entitled "Calculation of Total
Shareholder Return" describes the procedure for calculating compound annual TSR
and illustrates the approach with examples.

Knight Ridder's TSR must be positive for any award to be paid. If the TSR is
positive, the relationship between an actual award and TSR relative to the
peers' TSRs will be as follows:

         o        No award is paid if Knight Ridder's TSR is below the peer
                  median. The peer median will equal the average of the TSRs of
                  the peer companies ranked #2 and #3 in TSR.

         o        15% of the total potential award is paid if Knight Ridder's
                  TSR is equal to the peer median.

         o        If Knight Ridder's TSR falls between the peer median and the
                  TSR of the top-performing peer, the percentage of total award
                  paid will equal 15% (for achieving median) plus an additional
                  percentage for exceeding median. This additional percentage
                  will reflect Knight Ridder's TSR positioning between the
                  median TSR and the TSR of the top peer, as described and
                  illustrated in the Appendix entitled, " Award Calculations."
                  Payment of an award to an individual participant will be
                  capped at 100% of the total potential award.

         o        100% of the potential award is paid if Knight Ridder's TSR is
                  above that of the top-performing peer.

         o        In no event will any award to a participant for any
                  Performance Period exceed $5,000,000.

All TSR calculations for purposes of the Plan will be rounded to one decimal
point.
<PAGE>

                                       -4-


OTHER PLAN FEATURES
-------------------

         Termination of a Participant's Rights
         -------------------------------------

Plan participation will end and rights to earn any award will be forfeited if a
participant dies, becomes disabled, or retires on or before the end of the first
year of the Performance Period (i.e., December 31, 2003). If death, disability
or retirement occurs on or after January 1 of the second year of the Performance
Period (e.g., January 1, 2004) then the award will be paid on the same date as
for participants who continue to be employed throughout the end of the
performance measurement period, but on a pro rata basis to reflect the
percentage of the three-year period that was worked.

Participants will receive a form to designate a beneficiary in the event of
death on or after the date the Performance Period begins.

Termination of employment prior to the date of payment of an award for reasons
other than death, disability or retirement will result in immediate forfeiture
of any rights to receive an award from the Plan and termination of participation
in the Plan.

Notwithstanding the foregoing, in the event of a Change in Control with respect
to Knight Ridder prior to a participant's termination for any reason, all
Performance Periods with respect to a participant shall be deemed to end
immediately prior to the Change in Control, and awards will be immediately
determined and paid out to such participant as follows.

Awards (if any) shall be paid based on calculation and comparison of TSR
calculated with respect to the shortened Performance Period.

All awards that become payable in connection with a Change in Control shall be
paid, rather than deferred under the Deferral Program, regardless of any
existing deferral election.

For purposes of the Plan, "Change in Control" means the occurrence of any of the
following:

         (i)      The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if more than
65% of the combined voting power of the continuing or surviving entity's
securities outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization;

         (ii)     The sale, transfer or other disposition of all or
substantially all of the Company's assets;

         (iii)    A change in the composition of the Board of Directors of the
Company, as a result of which fewer that one-half of the incumbent directors are
directors who either (i) had been directors of the Company on the date 24 months
prior to the date of the event that may constitute a Change in Control (the
"original directors") or (ii) were elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the aggregate of the
original directors who were still in office at the time of the election or
nomination and the directors whose election or nomination was previously so
approved; or
<PAGE>

                                       -5-


         (iv)     Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934), directly or indirectly, of securities of the Company representing at
least 20% of the total voting power represented by the Company's then
outstanding voting securities. For purposes of this subparagraph, the term
"person" shall have the same meaning as when used in sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 but shall exclude:

                  (A)      a trustee or other fiduciary holding securities under
                           an employee benefit plan of the Company or a
                           subsidiary of the Company; and

                  (B)      a corporation owned directly or indirectly by the
                           shareholders of the Company in substantially the same
                           proportions as their ownership of the common stock of
                           the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transactions.


         Award Determination; Dividend-Related Payments
         ----------------------------------------------

Awards will be determined after the close of each Performance Period. The number
of phantom shares representing each potential award will be adjusted during the
Performance Period to account for changes in the capitalization of Knight Ridder
(such as stock splits, reverse stock splits and the like). In addition, the
number of shares representing each potential award will be adjusted to reflect
dividends paid, assuming full reinvestment of dividends actually paid on the
equivalent number of actual Knight Ridder shares during the Performance Period.

To determine the cash equivalent of a share or fractional share, the Knight
Ridder shares will be valued using the average daily closing price of the Knight
Ridder stock during the December the Performance Period ends (e.g., December
2005). To facilitate payment of an actual award, the number of shares in a
participant's bookkeeping account will be multiplied by the appropriate
percentage determined under "Award calculations" above. Cash equivalent to this
number of shares (including fractional shares) will be paid to the individual or
credited to the individual's deferral account.
All awards will be paid in cash after the awards are determined, or deferred if
participants elect to participate in the Deferral Program.
<PAGE>

                                       -6-


         Tax Withholding
         ---------------

Required tax amounts will be withheld prior to the payment or crediting of any
award and dividend-related payments. The award will be reduced by an amount
necessary to cover the withholding tax.

         Employment Rights
         -----------------

The Plan does not constitute a contract of employment, nor does participation in
this Plan guarantee participation in any other plan.

         Anti-Dilution Provision
         -----------------------

In the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, rights offer, merger, consolidation, spin-off, sale of
assets, payment of an extraordinary dividend, or any other change in or
affecting the corporate structure or capitalization of Knight Ridder, the shares
used for calculating TSR and for determining the number of shares in a phantom
bookkeeping account under the Plan shall be treated as the number and kind of
securities or property into which each outstanding share of Knight Ridder common
stock shall be deemed to be converted or exchanged or which shall be deliverable
with respect to each outstanding share of Knight Ridder common stock as a result
of such event, and the provisions of this Plan shall continue to apply to such
substituted securities or property.
<PAGE>

                                       -7-


                                    Appendix

AWARD CALCULATIONS
------------------

Preconditions
-------------

First, determine whether Knight Ridder's TSR is positive. If TSR is not
positive, there will be no award.

Next, determine whether Knight Ridder's TSR is at least equal to the peer median
TSR. If TSR is below the peer median, there will be no award.

         Note: With four companies in the peer group, the median equals the
         average TSR of the companies ranked #2 and #3 in TSR.

Determining the Vesting Percentage
----------------------------------

         1.       If Knight Ridder's TSR is equal to the peer median, then 15%
of the total potential award is earned.

         2.       If Knight Ridder's TSR falls between median TSR and the TSR of
the top peer, then between 15% and 100% of the total potential award will be
earned. The total award will consist of two parts:

                      15% vesting for achieving median
                    + an additional  percentage for exceeding median

The additional percentage reflects Knight Ridder's positioning between the
median TSR and the TSR of the top performer. TSR equal to the median will result
in 0% additional award, and TSR equal to that of the top peer will result in
100% additional award. Interpolation will be used when Knight Ridder's TSR falls
between the median and the top. For example, assume the peer median TSR = 4% and
the top peer's TSR = 8%:

         Example #1: Knight Ridder's TSR = 5%. Since 5% is 25% of the distance
         between the median TSR and the top TSR, an additional 25% of the total
         potential award would be earned. Total award would be 15% + 25% = 40%.

         Example #2: Knight Ridder's TSR = 6%. Since 6% is 50% of the distance
         between the median TSR and the top TSR, an additional 50% of the total
         potential award would be earned. Total award would be 15% + 50% = 65%.

         Example #3: Knight Ridder's TSR = 7.4%. Since 7.4% is 85% of the
         distance between the median TSR and the top TSR, an additional 85% of
         the total potential award would be earned. Total award would be 15% +
         85% = 100%.

         3.       If Knight Ridder's TSR is above that of the top peer, then
100% of the total potential award is earned.

Any award will be capped at 100% of total potential award. Therefore, for the
example listed above, TSR of 7.4% would result in the maximum award possible.
<PAGE>

                                       -8-


                     CALCULATION OF TOTAL SHAREHOLDER RETURN
                     KNIGHT RIDDER LONG-TERM INCENTIVE PLAN


This memo outlines the methodology for calculating total shareholder return
(TSR), which is defined as annualized stock price appreciation plus reinvested
dividends. For the purposes of the Long-Term Incentive Plan (the "Plan"), TSR
will generally be calculated over a three-year performance period ("Performance
Period"). The calculation is described below, and reference is made to the
attached exhibits.

Calculating TSR: Simplified Example
-----------------------------------

To calculate TSR, one must first determine the total return (stock appreciation
plus dividends paid) at the end of the period analyzed. A simplified example of
this calculation is illustrated in Exhibit 1, assuming that the period analyzed
is only one year.

         o        The Plan starting stock price is $40.00*

         o        The Plan ending stock price is $43.30

         o        An $0.80 dividend is paid on the last day of the year

         o        When the $0.80 dividend is added to the ending stock price,
                  the total value to the shareholder equals $44.10

         o        This results in a total dollar return of $4.10, or $44.10
                  minus $40.00

         o        The TSR for the one year period analyzed equals $4.10/$40.00,
                  or 10.3% per year

Calculating the Impact of the Reinvestment of Dividends
-------------------------------------------------------

Because we are calculating TSR over a three-year period, and because dividends
are typically paid on a quarterly basis, we assume that dividends paid are
reinvested in the company's stock on a quarterly basis. It is standard practice
to assume that dividends are reinvested in the company's stock when calculating
TSR. For the Plan, we will be calculating each peer company's TSR assuming that
the dividends it pays are reinvested in that company's own stock.

The calculation of the reinvestment of dividends is as follows (see Exhibit 2):

         o        We start at the beginning of the period with 1.000 share
                  having a value equal to the Plan starting stock price of
                  $40.00*

         o        Dividends equal to $0.200 per share are paid quarterly at the
                  end of each quarter
<PAGE>

                                       -9-


         o        At the end of the first quarter (March 31, Year 1), the
                  dividend paid is used to purchase additional shares. This is
                  the method by which the "dividend reinvestment" is calculated:

                  -        Quarterly dividend per share of $0.200 on 1.000
                           shares means that a dividend of $0.200 is paid

                  -        Dividend of $0.200 is reinvested in the company's
                           stock at the closing price at the end of that
                           quarter. Since the stock price at that time is
                           $40.80, the dividend is used to purchase an
                           additional .005 shares ($0.200/$40.80), bringing the
                           total number of shares to 1.005

         o        This process of assuming that dividends are reinvested in the
                  company's stock is repeated at the end of the following
                  quarter, beginning with 1.005 shares

                  -        Quarterly dividend per share of $0.200 on 1.005
                           shares equals total dividends of $0.201

                  -        Dividends of $0.201 are reinvested in company stock
                           at the closing stock price at the end of that
                           quarter. Since the stock price at that time is
                           $41.62, this dividend is used to purchase an
                           additional .005 shares ($0.201/$41.62), bringing the
                           total number of shares to 1.010

         o        This process is repeated until the end of the period analyzed

Calculating TSR
---------------

Once the total number of shares at the end of the period is determined, the TSR
can be calculated (Exhibit 3).

         o        The beginning value is equal to the Plan starting stock price
                  of $40.00*

         o        The ending value is equal to the Plan ending stock price times
                  the dividend reinvestment multiplier (shown here as $50.73 X
                  1.067 = $54.15)*

         o        The total gain is therefore $14.15 ($54.15 - $40.00). This
                  equals a return of $35.4% on the $40.00 starting price,
                  calculated on a point-to-point basis. However, TSR is
                  calculated on a compound annual growth basis, and so the
                  return must be annualized

         o        A 35.4% point-to-point return over a three-year period is
                  equal to a 10.6% compound annual return per year:
<PAGE>

                                      -10-


===============================================================================

  Beginning
    Value               Year 1                Year 2                Year 3
  of Shares          10.6% Return          10.6% Return          10.6% Return
  ---------          ------------          ------------          ------------

   $40.00               $44.25                $48.95                $54.15
                   ($40.00 x 1.106)      ($44.25 x 1.106)      ($48.95 x 1.106)

================================================================================


With a financial calculator, the 10.6% compound annual growth rate can be
derived by inputting $40.00 as the beginning value, $54.15 as the ending value,
and 3 as the number of periods. Mathematically, this is equivalent to
calculating the cube root of the point-to-point return of 35.4%: 1.354^(1/3) =
1.106.


         *  For purposes of the Long-Term Incentive Plan, the beginning value
            will equal the average daily closing price for December immediately
            preceding the start of the Performance Period, and the ending value
            will be based on the average daily closing stock price for December
            in the final year of the Performance Period.
<PAGE>

                                      -11-


                                    Exhibit 1


================================================================================

                                  ILLUSTRATIVE
                CALCULATION OF ONE-YEAR TOTAL SHAREHOLDER RETURN

--------------------------------------------------------------------------------

                                                                      Total
                                 Stock            Dividend          Value of
          Date                   Price           Per Share           Shares
--------------------------------------------------------------------------------


    Beginning of Year            $40.00                --            $40.00


    End of Year                  $43.30            $ 0.80            $44.10



                                                Total Return $:      $ 4.10


                                                           TSR:       10.25%
                                                                  ($4.10/$40.00)

================================================================================
<PAGE>

                                      -12-


                                    Exhibit 2


<TABLE>
<CAPTION>
===================================================================================================

                                           ILLUSTRATIVE
                               CALCULATION OF DIVIDEND REINVESTMENT

---------------------------------------------------------------------------------------------------

                         Shares at                                                      Shares at
                         Beginning                                        Additional       End
                             of       Stock     Dividend       Total      Number of        of
         Date             Quarter     Price     Per Share    Dividends      Shares       Quarter
---------------------------------------------------------------------------------------------------

<S>                        <C>        <C>        <C>          <C>            <C>          <C>
  Dec. 31, Prior Year         --      $40.00         --           --            --        1.000

  March 31, Year 1         1.000      $40.80     $0.200       $0.200         0.005        1.005

  June 30, Year 1          1.005      $41.62     $0.200       $0.201         0.005        1.010

  Sept. 30, Year 1         1.010      $42.45     $0.200       $0.202         0.005        1.014

  Dec. 31, Year 1          1.014      $43.30     $0.200       $0.203         0.005        1.019

===================================================================================================
</TABLE>
<PAGE>

                                      -13-


                                    Exhibit 3



<TABLE>
<CAPTION>
=================================================================================================================
                                                  ILLUSTRATIVE
                                     CALCULATION OF TOTAL SHAREHOLDER RETURN
-----------------------------------------------------------------------------------------------------------------
                          Shares at                                                      Shares at
                          Beginning                                        Additional       End         Total
                              of        Stock     Dividend      Total      Number of         of       Value of
          Date             Quarter      Price    Per Share    Dividends      Shares       Quarter      Shares
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>        <C>          <C>            <C>          <C>         <C>
  -------------------------------------------------------------------------------------------------------------
   Dec. 31, Prior Year        --       $40.00         --           --            --        1.000       $40.00
  -------------------------------------------------------------------------------------------------------------
   March 31, Year 1        1.000       $40.80     $0.200       $0.200         0.005        1.005       $41.00

   June 30, Year 1         1.005       $41.62     $0.200       $0.201         0.005        1.010       $42.02

   Sept. 30, Year 1        1.010       $42.45     $0.200       $0.202         0.005        1.014       $43.06

   Dec. 31, Year 1         1.014       $43.30     $0.200       $0.203         0.005        1.019       $44.13

   March 31, Year 2        1.019       $44.16     $0.250       $0.255         0.006        1.025       $45.26

   June 30, Year 2         1.025       $45.05     $0.250       $0.256         0.006        1.031       $46.43

   Sept. 30, Year 2        1.031       $45.95     $0.250       $0.258         0.006        1.036       $47.61

   Dec. 31, Year 2         1.036       $46.87     $0.250       $0.259         0.006        1.042       $48.82

   March 31, Year 3        1.042       $47.80     $0.300       $0.313         0.007        1.048       $50.11

   June 30, Year 3         1.048       $48.76     $0.300       $0.314         0.006        1.055       $51.43

   Sept. 30, Year 3        1.055       $49.73     $0.300       $0.316         0.006        1.061       $52.77

  -------------------------------------------------------------------------------------------------------------
   Dec. 31, Year 3         1.061       $50.73     $0.300       $0.318         0.006        1.067       $54.15
  -------------------------------------------------------------------------------------------------------------

                                                                              Total Return $           $14.15

                                                                              Point-to-Point Return      35.4%

                                                                             ----------------------------------
                                                                              TSR                        10.6%
                                                                             ----------------------------------
=================================================================================================================
</TABLE>