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                                                                  EXHIBIT 10 (a)











                               KNIGHT-RIDDER, INC.

                              COMPENSATION PLAN FOR

                              NONEMPLOYEE DIRECTORS







                                                          EFFECTIVE JULY 1, 1997

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                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                TABLE OF CONTENTS
                                                                            Page
ARTICLE I    PURPOSE AND INTENT OF PLAN........................................1

ARTICLE II   DEFINITIONS.......................................................1

ARTICLE III  ANNUAL RETAINER FEE...............................................3
   III.1     TIME AND FORM OF PAYMENT..........................................3
   III.2     ELECTION TO RECEIVE STOCK.........................................3
   III.3     DETERMINATION OF NUMBER OF SHARES OF STOCK........................3
   III.4     REGISTRATION OF STOCK.............................................4

ARTICLE IV   BOARD MEETING AND COMMITTEE FEES..................................4
   IV.1      BOARD MEETING FEE.................................................4
   IV.2      COMMITTEE MEETING FEE.............................................4
   IV.3      COMMITTEE CHAIRPERSON FEE.........................................4

ARTICLE V    ANNUAL OPTION GRANTS..............................................4
   V.1       GRANT OF OPTIONS..................................................4
   V.2       VESTING OF OPTIONS; EXPIRATION....................................5
   V.3       EXERCISE OF OPTIONS FOLLOWING TERMINATION OF SERVICE..............5
   V.4       TIME AND MANNER OF EXERCISE OF OPTIONS............................5
   V.5       RESTRICTIONS ON TRANSFER..........................................7

ARTICLE VI   SPECIAL PROVISIONS FOR OUTSIDE DIRECTORS..........................7
   VI.1      OUTSIDE DIRECTORS ELIGIBLE FOR PHANTOM SHARE GRANT................7
   VI.2      OUTSIDE DIRECTORS ELIGIBLE FOR RETIREMENT PLAN....................7

ARTICLE VII  SHARES AVAILABLE UNDER PLAN.......................................7

ARTICLE VIII RECAPITALIZATION OR REORGANIZATION................................8
   VIII.1    AUTHORITY OF THE COMPANY AND SHAREHOLDERS.........................8
   VIII.2    CHANGE IN CAPITALIZATION..........................................8

ARTICLE IX   TERMINATION AND AMENDMENT OF THE PLAN.............................9
   IX.1      TERMINATION.......................................................9
   IX.2      GENERAL POWER OF BOARD............................................9
   IX.3      WHEN DIRECTOR CONSENT REQUIRED....................................9

ARTICLE X    ADMINISTRATION OF PLAN............................................9

ARTICLE XI   MISCELLANEOUS....................................................10
   XI.1      TAX WITHHOLDING..................................................10
   XI.2      NO RIGHT TO REELECTION...........................................10
   XI.3      UNFUNDED PLAN....................................................10
   XI.4      OTHER COMPENSATION ARRANGEMENTS..................................10
   XI.5      SECURITIES LAW RESTRICTIONS......................................10
   XI.6      COMPLIANCE WITH RULE 16B-3.......................................11
   XI.7      EXPENSES.........................................................11
   XI.8      GOVERNING LAW; VENUE.............................................11

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                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS



         The KNIGHT-RIDDER,  INC. COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS is
hereby established by Knight-Ridder, Inc. effective July 1, 1997.


                                    ARTICLE I
                           PURPOSE AND INTENT OF PLAN

         The  purpose of the Plan is to  attract  and  retain  the  services  of
qualified  individuals  who are not employees of the Company to serve as members
of the Board.  This Plan sets forth the terms of  compensation to be provided to
such Directors for their services as members of the Board of the Company.

         Articles  III, IV and V provide  for  different  types of  compensation
payable to all Directors.  Article VI provides for grants of Phantom Share Units
to certain Outside Directors and for  participation in the Company's  Retirement
Plan for other Outside Directors.  This Plan and the Retirement Plan reflect all
compensation programs in effect for Directors.


                                   ARTICLE II
                                   DEFINITIONS

         As used in this  Plan,  the  following  terms  shall  have the  meaning
hereinafter set forth:

         II.1 "Annual  Retainer  Fee" means the annual fee payable to a Director
for service on the Board.  The Annual  Retainer  Fee  currently in effect is set
forth on Appendix One hereto,  which the Board may amend from time to time.  The
Annual  Retainer Fee shall be pro-rated on a quarterly  basis for a Board member
who serves less than an entire calendar year.

         II.2  "Beneficiary"  means the person  designated  by the  Director  to
receive  benefits  hereunder  following  the  death of the  Director  or, if the
Director fails to so designate, the Director's estate.

         II.3 "Board" means the Board of Directors of the Company.

         II.4 "Code" means the Internal Revenue Code of 1986, as amended.

         II.5 "Common  Stock"  means the Common Stock of the Company,  par value
$.02 1/12 per share.

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         II.6 "Company" means Knight-Ridder, Inc., a Florida corporation, or any
successor legal entity.

         II.7 "Disability" means a Director's physical or mental condition which
is expected to render the Director  unable to perform his or her usual duties or
any  comparable  duties  for the  Company.  The  determination  of a  Director's
Disability will be made by the Board in its sole discretion.

         II.8  "Director"  means a member of the Board who is not an employee of
the Company or any of its subsidiaries or affiliates.

         II.9 "Effective Date" means July 1, 1997.

         II.10 "Exchange  Act" means  the  Securities  Exchange Act of 1934,  as
amended.

         II.11 "Fair Market Value" means the mean between the highest and lowest
sales  price of a share of Common  Stock on the date in  question as reported on
the  composite  tape for  issues  listed on the New York Stock  Exchange.  If no
transaction was reported on the composite tape in the Common Stock on such date,
the prices used shall be the prices  reported on the nearest day  preceding  the
date in question.  If the Common Stock is not then listed or admitted to trading
on such Exchange,  "fair market value" shall be the mean between the closing bid
and asked  prices on the date in question as furnished by any member firm of the
New York  Stock  Exchange  selected  from time to time for that  purpose  by the
Board.

         II.12  "Option"  means an option  to  purchase  shares of Common  Stock
awarded to a Director  pursuant to the Plan,  which option shall not be intended
to qualify,  and shall not be treated, as an "incentive stock option" within the
meaning of Section 422 of the Code.

         II.13 "Outside  Director" means any Director who is not, and never was,
an employee of the Company or any of its subsidiaries or affiliates.

         II.14 "Phantom Share Unit" means a bookkeeping  unit  representing  one
share of Common Stock.

         II.15  "Plan"  means this  Knight-Ridder,  Inc.  Compensation  Plan for
Nonemployee Directors.

         II.16 "Retirement" means the Termination of Service of a Director at or
after age sixty-five (65).

                                      -2-
<PAGE>

         II.17 "Retirement Plan" means the Knight-Ridder,  Inc.  Retirement Plan
for Outside Directors, a copy of which is attached hereto as Appendix Three.

         II.18 "Securities  Act" means  the  Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

         II.19 "Termination  of  Service"  shall mean  cessation of service as a
Director of the Company.


                                   ARTICLE III
                               ANNUAL RETAINER FEE

         III.1 TIME AND FORM OF PAYMENT.  The Annual  Retainer Fee is payable in
equal  quarterly  payments  on the  date  of  the  Board's  regularly  scheduled
quarterly  meeting,  except as  provided in Section  3.3  concerning  payment in
Common Stock. Through the date of first quarterly meeting in 1998, each Director
shall receive his or her quarterly  payment of the Annual  Retainer Fee entirely
in cash.  Effective  with  the date of the  second  quarterly  meeting  in 1998,
one-half of the  quarterly  payment of the Annual  Retainer Fee shall be paid in
Common Stock.  The balance of the quarterly  payment of the Annual  Retainer Fee
shall be paid in cash or, if the Director elects, in the manner described below,
in Common Stock or a combination of cash and Common Stock.

         III.2  ELECTION  TO RECEIVE  STOCK.  On or before  April 1,  1998,  any
Director  who desires to receive  any  portion of the balance of each  quarterly
payment of the Annual Retainer Fee due for the remainder of 1998 in Common Stock
shall so indicate on a written  election  form filed with the  Secretary  of the
Company.  On or before  November 30, 1998 and November  30th of each  succeeding
year,  any  Director  who  desires to receive  any portion of the balance of the
Annual  Retainer Fee due for the succeeding  calendar year in Common Stock shall
so indicate on a written  election form filed with the Secretary of the Company.
A newly  elected  Director may make such an election with respect to one-half of
his or her pro-rated  Annual Retainer Fee for the remainder of the calendar year
within one month following his or her election to the Board.

         III.3  DETERMINATION OF NUMBER OF SHARES OF STOCK. The number of shares
of Common Stock to be paid to each Director  shall be determined by dividing the
amount of the Annual  Retainer Fee to be paid in Common Stock by the Fair Market
Value of a share of Common  Stock on the date of payment,  described in the next
sentence.  The date of payment of that portion of the Annual  Retainer Fee to be
paid in Common  Stock  shall be the fifth  business  day  before the date of the
regularly scheduled quarterly meeting of the Board.

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         III.4 REGISTRATION OF STOCK. The appropriate number of shares of Common
Stock shall be  registered in the name of the Director and shall be delivered to
the Director by paperless  transfer  effected through records  maintained by the
Depository Trust Company (the "DTC").  Such registration  shall occur as soon as
possible  after the date for payment of such Common  Stock,  as provided  above.
Upon  registration,  the Director  shall have all the rights and privileges of a
stockholder as to such shares,  including the right to receive dividends and the
right to vote such  shares.  The  shares of Common  Stock  paid to the  Director
hereunder  are  immediately  vested upon  payment,  are not  forfeitable  to the
Company for any reason and shall not be subject to any  restrictions on transfer
(other than those imposed under  applicable  law or under any trading  policy of
the Company).


                                   ARTICLE IV
                        BOARD MEETING AND COMMITTEE FEES

         IV.1 BOARD OF MEETING FEE.  Each  Director also shall receive a fee for
attendance,  either in person or by  electronic  medium,  at each meeting of the
Board.  The Board  meeting fee  currently in effect is set forth on Appendix One
hereto, which the Board may amend from time to time. The Board meeting fee shall
be paid in cash on the date of the Board meeting.

         IV.2 COMMITTEE  MEETING FEE. Each Director also shall receive a fee for
attendance,  either in person or by  electronic  medium,  at each  meeting  of a
committee of the Board on which the Director serves.  The committee  meeting fee
currently  in effect is set forth on Appendix  One  hereto,  which the Board may
amend from time to time. The committee  meeting fee shall be paid in cash on the
date of the committee meeting.

         IV.3 COMMITTEE CHAIRPERSON FEE. Each Director who serves as chairperson
of a committee of the Board shall  receive an  additional  fee for such service.
The  annual  committee  chairperson  fee  currently  in  effect  is set forth on
Appendix One hereto,  which the Board may amend from time to time. The committee
chairperson  fee shall be paid in quarterly  installments in cash on the date of
each  regularly   scheduled  quarterly  meeting  of  the  Board.  The  committee
chairperson  fee  shall  be  pro-rated  on a  quarterly  basis  for  service  as
chairperson of a committee for less than a full year.


                                    ARTICLE V
                              ANNUAL OPTION GRANTS

         V.1 GRANT OF OPTIONS.  Beginning  with December  1997, an annual option
grant will be made to each Director to purchase such number of shares of

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Common Stock of the Company as may be  established  by the Board.  The number of
options to be granted on an annual  basis is set forth on  Appendix  One hereto,
which the Board may amend from time to time.  Such Option shall have a per share
exercise price equal to the Fair Market Value of the Common Stock on the date of
grant and shall be subject to the vesting  schedule  provided in Section 5.2 and
to the other terms and conditions provided for herein.

         V.2 VESTING OF OPTIONS; EXPIRATION. One-third of the Options granted in
any year shall vest and become exercisable on the first, second and third annual
anniversaries of the date of grant.  Each Option granted  hereunder shall expire
no later  than ten (10)  years  after the date the  Option is  granted,  but may
expire  before  such date as provided in Section  5.3.

         V.3 EXERCISE OF OPTIONS FOLLOWING TERMINATION OF SERVICE

                  (a)  EXERCISE   FOLLOWING   TERMINATION   OF  SERVICE  DUE  TO
DISABILITY OR  RETIREMENT.  If a Director  ceases to be a member of the Board by
reason of Disability or Retirement,  all Options granted to such Director may be
exercised  by the  Director  at any time  within  five  years  after the date of
Termination  of  Service.  Options  not  exercisable  at  the  beginning  of the
five-year period will become  exercisable during such five-year period as if the
Director had not Terminated  Service,  in accordance with Section 5.2, above. At
the end of such five-year period, all Options not exercised shall expire.

                  (b) EXERCISE FOLLOWING TERMINATION OF SERVICE DUE TO DEATH. If
a Director ceases to be a member of the Board by reason of death, or if a former
Director dies during the five-year period  following  Termination of Service due
to  Disability  or  Retirement,  all  Options  granted to such  Director  may be
exercised by such Director's estate, personal representative or beneficiary,  as
the case may be,  at any time  within  the  first  to  expire  of the  following
periods:  (i) three  years after the date of the  Director's  death or (ii) five
years  after the date of the  Director's  Termination  of  Service.  Options not
exercisable  at  the  date  of  death  will  become   exercisable   during  such
post-Termination  period as if the Director  had not died,  in  accordance  with
Section 5.2, above.  At the end of such period,  all Options not exercised shall
expire.

                  (c) EXERCISE  FOLLOWING OTHER  TERMINATIONS  OF SERVICE.  If a
Director  ceases  to be a  member  of  the  Board  for  any  reason  other  than
Disability,  Retirement  or Death,  then (i) the Director  shall have the right,
subject to the terms and  conditions  hereof,  to exercise  the  Option,  to the
extent it has vested as of the date of such Termination of Service,  at any time
within three months  after the date of such  termination,  and (ii) the unvested
portion of any Options awarded to the Director shall be forfeited as of the date
of Termination of Service.

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<PAGE>

         V.4 TIME AND MANNER OF EXERCISE OF OPTIONS.

                  (a)  NOTICE  OF  EXERCISE.  Subject  to the  other  terms  and
conditions  hereof,  a Director (or other person  exercising  such  options) may
exercise any Options,  to the extent such Options are vested,  by giving written
notice of exercise to the Company; provided,  however, that in no event shall an
Option be exercisable for a fractional  share. The date of exercise of an Option
shall be the later of (i) the date on which the Company  receives  such  written
notice or (ii) the date on which the  conditions  provided in Section 5.4(b) are
satisfied.

                  (b)  PAYMENT.  Payment  for the  shares of Common  Stock to be
received  upon the  exercise of Options  must be made at the date of exercise of
such  Options and may be made in cash or by delivery to the Company of shares of
Common Stock  already  owned by the Director  (or other person  exercising  such
Options)  the Fair Market Value of which on the date of exercise is equal to the
total exercise  price,  or in a combination  of cash and shares.  Payment of the
exercise  price in shares of Common Stock shall be made by (i) delivering to the
Company the share certificate(s) or other evidence of ownership representing the
required  number of shares,  with the Director (or other person  exercising such
Options)  signing his or her name on the back,  (ii)  attaching  executed  stock
powers to such share  certificate(s) or (iii) paperless transfer of the required
number of shares  effected  through  records  maintained by the DTC. Such shares
shall be endorsed to the Company.  The  signature of the Director or other owner
must be guaranteed by a commercial  bank or trust company or by a brokerage firm
having membership on the New York Stock Exchange.  Exercise of any Options shall
comply with Rule 16b-3 of the Exchange Act.

                  (c) STOCKHOLDER  RIGHTS.  A Director shall have no rights as a
stockholder with respect to any shares of Common Stock issuable upon exercise of
an Option  until the shares  have been  issued to the  Director,  by delivery of
stock  certificates or by paperless  transfer pursuant to Section 5.4(e), and no
adjustment  shall be made for  dividends  or  distributions  or other  rights in
respect of any share for which the  record  date is prior to the date upon which
the Director shall become the holder of record thereof.

                  (d)  LIMITATION  ON EXERCISE.  No Option shall be  exercisable
unless the Common Stock subject thereto has been registered under the Securities
Act and qualified under  applicable state "blue sky" laws in connection with the
offer and sale thereof,  or the Company has  determined  that an exemption  from
registration  under the Securities Act and from  qualification  under such state
"blue sky" laws is available.

                  (e) ISSUANCE OF SHARES.  Subject to the foregoing  conditions,
as soon as is  reasonably  practicable  after its receipt of a proper  notice of
exercise  and  payment  of the  exercise  price of the  Option for the number of
shares with respect to which the Option is exercised,  the Company shall deliver
to the  Director  (or such  other  person  who  exercised  the  Option),  at the
principal  office of the Company or at such other  location as may be acceptable

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<PAGE>

to the  Company  and the  Director  (or such  other  person),  one or more stock
certificates  for the  appropriate  number of shares of Common  Stock  issued in
connection  with such  exercise.  Alternatively,  the  Company  may effect  such
issuance of Shares by paperless  transfer through records maintained by the DTC.
Such  shares  shall be fully paid and  nonassessable  and shall be issued in the
name of the Director (or such other person).

         V.5  RESTRICTIONS  ON  TRANSFER.  An  Option  may  not be  transferred,
pledged,  assigned,  or otherwise  disposed of, except by will or by the laws of
descent and distribution provided,  however, that the Board may, subject to such
terms and  conditions  as the Board  shall  specify,  permit the  transfer of an
Option to a  Director's  family  members  or to one or more  trusts  established
solely for the benefit of one or more of such family  members.  The Option shall
be exercisable,  during the Director's lifetime,  only by the Director or by the
person to whom the Option has been  transferred in accordance  with the previous
sentence.  A  transferee's  rights  under an Option shall be no greater than the
rights held by the Director under said Option.  No assignment or transfer of the
Option, or of the rights represented thereby,  whether voluntary or involuntary,
by  operation  of law or  otherwise,  except by will or the laws of descent  and
distribution,  or as permitted under this Section, shall vest in the assignee or
transferee any interest or right in the Option, but immediately upon any attempt
to assign or transfer the Option the same shall  terminate and be of no force or
effect.


                                   ARTICLE VI
                    SPECIAL PROVISIONS FOR OUTSIDE DIRECTORS

         VI.1 OUTSIDE  DIRECTORS  ELIGIBLE FOR PHANTOM SHARE GRANT. Each Outside
Director  shall  receive  grants of Phantom Share Units as described in Appendix
Two to this Plan  provided  that such  Outside  Director  either (i) was a Board
member  as of July 1, 1996 and was  under  age  sixty-five  on that date or (ii)
began service as a Director of the Company on or after July 1, 1996. The Outside
Directors who are eligible to receive grants of Phantom Share Units are referred
to in the Plan, including Appendix Two, as "Eligible Outside Directors."

         VI.2  OUTSIDE  DIRECTORS  ELIGIBLE  FOR  RETIREMENT  PLAN.  An  Outside
Director  who was age  sixty-five  or over on July 1,  1996 is not  eligible  to
receive a grant of a Phantom  Share Unit but is eligible to  participate  in the
Retirement Plan.


                                   ARTICLE VII
                           SHARES AVAILABLE UNDER PLAN

         Subject to the  provisions  of Article  VIII of the Plan,  the  maximum
number of shares of Common  Stock which may be issued  under the Plan in payment

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<PAGE>

of a Director's  Annual Retainer Fee or upon exercise of Stock Options shall not
exceed 200,000 shares (the "Share Limit"). Either authorized and unissued shares
of Common Stock or treasury  shares may be delivered  pursuant to the Plan.  For
purposes of determining the number of shares that remain  available for issuance
under the Plan, the following rules shall apply:

        (a) the  number of  shares  granted  under  the Plan or  subject  to any
Option granted under the Plan shall be charged against the Share Limit; and

        (b) the Share Limit (as reduced under clause (a)) shall be increased by:

                  (i) the number of shares  subject to an Option  which  lapses,
expires or is otherwise terminated without the issuance of such shares,

                  (ii) the number of shares  tendered to pay the exercise  price
of an Option, and

                  (iii)  the  number  of  shares  withheld  to  satisfy  any tax
withholding  obligations  of a  Director  with  respect  to any  shares or other
payments hereunder.


                                  ARTICLE VIII
                       RECAPITALIZATION OR REORGANIZATION

         VIII.1 AUTHORITY OF THE COMPANY AND SHAREHOLDERS.  The existence of the
Plan shall not affect or  restrict  in any way the right or power of the Company
or the  shareholders  of the  Company  to  make  or  authorize  any  adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of  options,  warrants  or  rights  to  purchase  stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are  convertible  into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding, whether of a similar character or otherwise.

         VIII.2 CHANGE IN CAPITALIZATION. Notwithstanding any other provision of
the Plan, in the event of any change in the  outstanding  Common Stock by reason
of a stock dividend,  recapitalization,  reorganization,  merger, consolidation,
stock  split,  combination  or  exchange  of  shares  or any  other  significant
corporate  event affecting the Common Stock,  the Board in its  discretion,  may
make (i) such proportionate adjustments as it considers appropriate (in the form

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<PAGE>

determined  by the  Board in its  sole  discretion)  to  prevent  diminution  or
enlargement  of the  rights of  Directors  under the Plan  with  respect  to the
aggregate  number of shares of Common  Stock  authorized  for  payment as Annual
Retainer Fee under the Plan, for grants of Options under the Plan, the number of
shares of Common  Stock  covered by each  outstanding  Option  and the  exercise
prices in  respect  thereof,  the  number of shares of Common  Stock  covered by
future  Option  grants and the  number of  Phantom  Share  Units  credited  to a
Director's  Phantom Share Account and/or (ii) such other adjustments as it deems
appropriate.  The Board's determination as to what, if any, adjustments shall be
made shall be final and binding on the Company and all Directors.


                                   ARTICLE IX
                      TERMINATION AND AMENDMENT OF THE PLAN

         IX.1  TERMINATION.  The Plan shall terminate at such date as determined
by the Board in it sole  discretion.  Termination of the Plan will not result in
accelerated  vesting  of  Options  previously  granted  or payment of an Outside
Director's  Phantom Share Account  before the date provided for in Appendix Two.
Vesting of Options  shall  continue as described in Article V and payment of the
Phantom Share Account will occur as provided in Appendix Two.

         IX.2 GENERAL  POWER OF BOARD.  Notwithstanding  anything  herein to the
contrary,  the Board may at any time and from  time to time  terminate,  modify,
suspend or amend the Plan in whole or in part; provided,  however,  that no such
termination,  modification,  suspension or amendment shall be effective  without
shareholder  approval if such approval is required to comply with any applicable
law or stock exchange rule.

         IX.3 WHEN DIRECTOR CONSENT  REQUIRED.  The Board may not alter,  amend,
suspend, or terminate the Plan without the consent of any Director to the extent
that such action would adversely affect his or her rights with respect to Common
Stock or Options that have previously been granted or with respect to the amount
then credited to the Outside Director's Phantom Share Account.


                                    ARTICLE X
                             ADMINISTRATION OF PLAN

         The Board will be  responsible  for  administering  the Plan. The Board
will have authority to adopt such rules as it may deem  appropriate to carry out
the purposes of the Plan, and shall have authority to interpret and construe the
provisions of the Plan and any agreements and notices under the Plan and to make
determinations   pursuant   to  any   Plan   provision.   Each   interpretation,

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<PAGE>

determination  or other  action made or taken by the Board  pursuant to the Plan
shall be final and binding on all persons.


                                   ARTICLE XI
                                  MISCELLANEOUS

         XI.1 TAX WITHHOLDING. The Company or one of its subsidiaries shall have
the right to withhold  from  payments  made to a Director or to cause a Director
(or such other  person who  exercises an Option) to make payment of any federal,
state,  local or foreign  taxes  required  to be  withheld  with  respect to any
exercise of an Option. Subject to compliance with Rule 16b-3 of the Exchange Act
and such  other  procedures  established  by the  Company  for this  purpose,  a
Director (or such other person who exercises an Option) may irrevocably elect to
have the required withholding tax obligation or, if the Company determines,  any
additional tax obligation with respect to any exercise of an Option satisfied by
(a) having the Company withhold shares otherwise deliverable to the Director (or
such other person) with respect to the exercise of the Option, or (b) delivering
back  to the  Company  shares  received  upon  the  exercise  of the  Option  or
delivering  other  shares  of Common  Stock;  provided,  however,  that any such
election shall be made at least six months prior to the date income,  if any, is
recognized with respect to the exercise of an Option.

         XI.2 NO RIGHT TO  REELECTION.  Nothing  in the Plan  shall be deemed to
create any  obligation  on the part of the Board to nominate  any of its members
for reelection by the Company's  stockholders,  nor confer upon any Director the
right  to  remain  a member  of the  Board  for any  period  of time,  or at any
particular rate of compensation.

         XI.3 UNFUNDED PLAN.  This Plan is unfunded.  Amounts  payable under the
Plan will be satisfied  solely out of the general assets of the Company  subject
to the claims of the Company's creditors. No Director,  Beneficiary or any other
person  shall  have any  interest  in any fund or in any  specific  asset of the
Company  by  reason  of any  amount  credited  to him  hereunder,  nor shall any
Director,  Beneficiary  or any  other  person  have  any  right to  receive  any
distribution under the Plan except as, and to the extent,  expressly provided in
the Plan.

         XI.4 OTHER COMPENSATION  ARRANGEMENTS.  Payments received by a Director
under  any  grant  made  pursuant  to the  provisions  of the Plan  shall not be
included  in, nor have any effect on, the  determination  of benefits  under any
other arrangement provided by the Company, including the Retirement Plan.

         XI.5 SECURITIES LAW RESTRICTIONS. The Company may require each Director
purchasing  or acquiring  shares of Common  Stock  pursuant to the Plan to agree
with the  Company in writing  that such  Director  is  acquiring  the shares for
investment and not with a view to the distribution thereof. All certificates for

                                      -10-
<PAGE>

shares  of  Common  Stock  delivered  under the Plan  shall be  subject  to such
stock-transfer  orders and other  restrictions as the Company may deem advisable
under the rules,  regulations,  and other  requirements  of the  Securities  and
Exchange  Commission or any exchange upon which the Common Stock is then listed,
and any applicable  federal or state securities law, and the Company may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference  to such  restrictions.  No  shares of  Common  Stock  shall be issued
hereunder  unless the Company  shall have  determined  that such  issuance is in
compliance  with, or pursuant to an exemption  from, all applicable  federal and
state securities laws.

         XI.6  COMPLIANCE  WITH RULE 16b-3.  The Plan is intended to comply with
Rule 16b-3 under the Exchange Act and the Company shall interpret and administer
the provisions of the Plan in a manner consistent therewith.

         XI.7 EXPENSES.  The costs and expenses of administering  the Plan shall
be borne by the Company.

         XI.8  GOVERNING LAW;  VENUE.  The Plan shall be construed in accordance
with the laws of the State of Florida.  Any legal action or proceeding hereunder
may be initiated only in Miami-Dade County, Florida.

                                      -11-

<PAGE>


                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                  APPENDIX ONE

                   AMOUNTS OF COMPENSATION AS OF JULY 1, 1997



PLAN SECTION NUMBER      FORM OF COMPENSATION                AMOUNT
-------------------      --------------------                ------

        2.1              Annual Retainer Fee                $ 30,000

        4.1              Board Meeting Fee                  $  1,500

        4.2              Committee Meeting Fee              $  1,000

        4.3              Committee Chairperson Annual Fee   $  5,000

        5.1              Annual Option Grant                   2,000 Options

        Appendix Two,    Annual Phantom Share Grant,
        Section C        Outside Directors                       600 Share Units


                                       12
<PAGE>
                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                  APPENDIX TWO

               PHANTOM SHARE UNITS FOR ELIGIBLE OUTSIDE DIRECTORS


         A. ESTABLISHMENT OF PHANTOM SHARE ACCOUNTS.  There shall be established
on the records of the Company for each Eligible Outside Director a Phantom Share
Account  to which  shall be  credited  that  number of  Phantom  Share  Units as
provided  herein.  The crediting of Phantom  Share Units to an Eligible  Outside
Director  shall not  confer on the  Eligible  Outside  Director  any rights as a
shareholder of the Company.

         B. CREDITING OF PHANTOM SHARE UNITS; STATEMENTS.  As of the date of the
Board's regularly  scheduled quarterly meeting for the last quarter of 1997, the
Phantom Share Account of each Eligible  Outside Director who also was a Director
on July 1, 1996 will be credited  with nine hundred  (900)  Phantom Share Units.
The  Phantom  Share  Account  of each  Eligible  Outside  Director  who became a
Director  after July 1, 1996 will be  credited  with seven  hundred  fifty (750)
Phantom  Share  Units.  As of the  date of each  regularly  scheduled  quarterly
meeting of the Board  thereafter,  the Phantom  Share  Account of each  Eligible
Outside  Director  shall be credited  with  one-quarter  of the number of annual
Phantom Share Units to be credited to Eligible Outside Directors, as established
by the Board.  The number of annual  Phantom Share Units  currently in effect is
set forth on Appendix  One to the Plan,  which the Board may amend from to time.
The Company will, on a quarterly  basis,  furnish each Eligible Outside Director
with a statement  setting  forth the number of Phantom Share Units then credited
to such Eligible Outside  Director's Phantom Share Account and the value of such
account as of the end of the preceding  calendar quarter and all credits made to
the Phantom Share Account during such quarter.

         C. DIVIDEND  EQUIVALENTS ON PHANTOM SHARE UNITS.  In the event that the
Company  pays any cash or other  dividend  or makes  any other  distribution  in
respect of the Common Stock,  the Phantom Share Account of each Eligible Outside
Director  will be  credited  with an  additional  number of Phantom  Share Units
(including  fractions  thereof)  determined by multiplying the number of Phantom
Share Units then credited to such Account by the result obtained by dividing (i)
the amount of cash, or the value (as  determined by the Board) of any securities
or other property,  paid or distributed in respect of one  outstanding  share of
Common  Stock by (ii) the Fair  Market  Value of a share of Common  Stock on the
date of such payment or distribution.  Such credit shall be made effective as of
the date of  payment of the  dividend  or other  distribution  in respect of the
Common Stock.  In addition,  as of the date of the Board's  regularly  scheduled
quarterly  meeting for the last quarter of 1997,  the Phantom  Share  Account of
each Eligible  Outside  Director  will be credited with an additional  number of
Phantom Share Units determined as if (a) the Eligible Outside Director's Phantom
Share Account were  established  as of the later of July 1, 1996 or the date the
Eligible Outside  Director became a Director of the Company,  (b) there had been
credited to such Account 150 Phantom Share Units on July 1, 1996 and on the date

<PAGE>

                                             APPENDIX TWO TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


of each quarterly  meeting of the Board  thereafter  through  September 30, 1997
during all of which quarter the Eligible  Outside  Director served as a Director
of the Company and (c)  dividend  equivalents  as  described in this Section had
been  credited on the date of each  dividend on Common Stock  beginning  July 1,
1996 and through September 30, 1997.

         D. PAYMENT OF PHANTOM SHARE ACCOUNT.  The value of an Eligible  Outside
Director's  Phantom  Share  Account  shall  be paid in a lump sum in cash to the
Eligible  Outside  Director as soon as practicable (but in no event more than 60
days) after the Eligible Outside Director's Termination of Service. The value of
the Eligible  Outside  Director's  Phantom Share Account shall be the product of
the number of Phantom Share Units  credited to the Eligible  Outside  Director's
Phantom Share Account on the date of payment multiplied by the Fair Market Value
of the Common Stock on such date.

                  1.  DEATH.  In the event of the death of an  Eligible  Outside
Director  before payment of his or her Phantom Share  Account,  the value of the
Eligible Outside Director's Phantom Share Account, determined as provided above,
will be  distributed  in a lump sum in cash to the Eligible  Outside  Director's
Beneficiary  or  Beneficiaries  (or, in the absence of any  Beneficiary,  to the
Eligible Outside Director's estate).

                  2. DESIGNATION OF BENEFICIARY.  Each Eligible Outside Director
may designate a  Beneficiary  to receive the Phantom Share Account due under the
Plan upon the  Eligible  Outside  Director's  death by  executing a  Beneficiary
designation form. An Eligible Outside Director may change an earlier Beneficiary
designation  by executing a later  Beneficiary  designation  form. A Beneficiary
designation  is not  binding  on the  Company  until the  Company  receives  the
Beneficiary  designation  form.  If no  designation  is  made  or no  designated
Beneficiary  is alive (or in the case of an entity  designated as a Beneficiary,
in existence) at the time of the death of the Eligible Outside Director, payment
due under the Plan will be made to the Eligible Outside Director's estate.

         E.  RESTRICTIONS  ON TRANSFER.  The Company  shall pay the value of the
Phantom Share Account only to the Eligible Outside Director or his or her estate
or the Beneficiary  designated under the Plan to receive such amount. Neither an
Eligible  Outside  Director nor his or her  Beneficiary  shall have any right to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or change any
benefits to which he or she may become  entitled under the Plan, and any attempt
to do so shall be void.  The value of the Eligible  Outside  Director's  Phantom
Share Account shall not be subject to attachment, execution by levy, garnishment
or other  legal or  equitable  process  for an Eligible  Outside  Director's  or
Beneficiary's debts or other obligations.

                                       2

<PAGE>
                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                 APPENDIX THREE

                                (SEE ATTACHMENT)


<PAGE>

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




                               KNIGHT-RIDDER, INC.

                     RETIREMENT PLAN FOR OUTSIDE DIRECTORS'








                                                 RESTATED EFFECTIVE JULY 1, 1996

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


<PAGE>
<TABLE>
<CAPTION>
                               KNIGHT-RIDDER, INC.
                      RETIREMENT PLAN FOR OUTSIDE DIRECTORS

                                TABLE OF CONTENTS

                                                                                           Page
<S>          <C>                                                                               <C>
ARTICLE I    PURPOSE AND INTENT OF PLAN......................................................1
ARTICLE II   ORIGINAL EFFECTIVE DATE OF THE PLAN; PARTICIPATION..............................1
ARTICLE III  DEFINITIONS.....................................................................1
ARTICLE IV   ELIGIBILITY FOR BENEFITS........................................................2
   IV.1      RETIREMENT BENEFIT..............................................................2
   IV.2      DISABILITY BENEFIT..............................................................2
   IV.3      LIMITATION ON RECEIPT OF BENEFIT................................................3
ARTICLE V    AMOUNT OF BENEFIT...............................................................3
   V.1       RETIREMENT BENEFIT..............................................................3
   V.2       DISABILITY BENEFIT..............................................................3
ARTICLE VI   FORM, MANNER AND DURATION OF PAYMENT OF BENEFIT.................................4
ARTICLE VII  ADMINISTRATION..................................................................4
   VII.1     ADMINISTRATIVE COMMITTEE........................................................4
   VII.2     ACTION BY COMMITTEE; RESIGNATION; VACANCIES; COMPENSATION.......................4
   VII.3     DELEGATION OF AUTHORITY; LEGAL, ACCOUNTING, CLERICAL AND OTHER SERVICES.........4
   VII.4     INTERPRETATION OF PROVISIONS....................................................5
   VII.5     LIABILITY OF COMMITTEE..........................................................5
ARTICLE VIII TERMINATION AND AMENDMENT OF THE PLAN...........................................5
   VIII.1    AMENDMENT OF THE PLAN...........................................................5
   VIII.2    TERMINATION.....................................................................5
   VIII.3    EFFECT OF AMENDMENT OR TERMINATION..............................................5
ARTICLE IX   MISCELLANEOUS...................................................................5
   IX.1      NO RIGHT TO REELECTION..........................................................5
   IX.2      UNFUNDED PLAN...................................................................6
   IX.3      OTHER COMPENSATION ARRANGEMENTS.................................................6
   IX.4      EXPENSES........................................................................6
   IX.5      GOVERNING LAW; VENUE............................................................6
</TABLE>

                                      -i-

<PAGE>

                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS



                               KNIGHT-RIDDER, INC.
                      RETIREMENT PLAN FOR OUTSIDE DIRECTORS



         The  KNIGHT-RIDDER,  INC.  RETIREMENT  PLAN FOR  OUTSIDE  DIRECTORS  is
restated by Knight-Ridder, Inc. effective July 1, 1996.


                                    ARTICLE I
                           PURPOSE AND INTENT OF PLAN

         This plan shall be known as the Knight-Ridder, Inc. Retirement Plan for
Outside  Directors  (the  "Plan").  The Plan is  intended  to  advance  the best
interests  of  Knight-Ridder,  Inc. by  providing  retirement  income to outside
directors  of  Knight-Ridder,  Inc. who have  satisfied  certain age and service
requirements.


                                   ARTICLE II
               ORIGINAL EFFECTIVE DATE OF THE PLAN; PARTICIPATION

         The Plan was  effective  as of January 1, 1994.  All Outside  Directors
were eligible to participate  in the Plan beginning  January 1, 1994 and through
June 30, 1996. Effective July 1, 1996, however, only those Outside Directors who
were age 65 or older on that date will be eligible to participate in the Plan.


                                   ARTICLE III
                                   DEFINITIONS

         As used in this  Plan,  the  following  terms  shall  have the  meaning
hereinafter set forth:

         III.1 "Annual  Retainer Fee" means the annual fee payable to an Outside
Director  for  service  on the  Board as in  effect  on the  date of an  Outside
Director's Retirement.

         III.2 "Board" means the Board of Directors of the Company.

         III.3 "Code" means the Internal Revenue Code of 1986, as amended.

         III.4 "Company" means Knight-Ridder,  Inc., a Florida  corporation,  or
any successor legal entity.

                                      -1-
<PAGE>
                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


         III.5  "Disability"  means a  Director's  physical or mental  condition
which is  expected  to render the  Director  unable to perform  his or her usual
duties  or any  comparable  duties  for  the  Company.  The  determination  of a
Director's Disability will be made by the Board in its sole discretion.

         III.6 "Director" means a member of the Board.

         III.7 "Effective Date" means January 1, 1994.

         III.8 "Outside  Director" means any member of the Board who is not, and
never was, an employee of the Company or any of its  subsidiaries  or affiliates
and, effective July 1, 1996, who is at least age 65 on that date.

         III.9 "Plan" means this Knight-Ridder, Inc. Retirement Plan for Outside
Directors.

         III.10  "Retirement"  means the  Termination  of  Service of an Outside
Director at or after age sixty-five (65).

         III.11  "Termination  of  Service"  means  cessation  of  service  as a
Director of the Company.

         III.12  "Year of Service"  means each  12-month  period of service as a
Director,  whether  beginning  before or after the Effective Date. If a Director
Terminates  Service and then  returns to service,  all months of service will be
aggregated  to  determine  the  Director's  Years of  Service  for  purposes  of
eligibility  to receive,  and the amount of, any  retirement  benefit  under the
Plan.


                                   ARTICLE IV
                            ELIGIBILITY FOR BENEFITS

         IV.1  RETIREMENT  BENEFIT.  An Outside  Director  will be  entitled  to
receive the annual  retirement  benefit described in Section 5.1 upon Retirement
if he or she retires  after  reaching age 65 and  completing  five full years of
Service.

         IV.2  DISABILITY  BENEFIT.  An Outside  Director  will be  entitled  to
receive  the annual  disability  benefit  described  in Section 5.2 if he or she
incurs a Termination of Service as the result of Disability  after completing at
least two full years of Service.

                                      -2-
<PAGE>
                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


         IV.3 LIMITATION ON RECEIPT OF BENEFIT.  Notwithstanding  the foregoing,
an Outside  Director will not be entitled to benefits under the Plan if (a) such
Outside  Director is removed from the Board of Directors  for cause (which means
only dishonesty,  conviction of a felony, or wilful  unauthorized  disclosure of
confidential  information,  whether involving the Company or otherwise),  or (b)
the Retirement or Disability of such Outside  Director  occurs before January 1,
1994.


                                    ARTICLE V
                                AMOUNT OF BENEFIT

         V.1 RETIREMENT  BENEFIT.  The retirement benefit payable, to an Outside
Director  under the Plan shall be an annual amount,  payable in accordance  with
Article VI, determined as follows:

                       Completed
                    Years of Service                Annual Benefit
                    ----------------                --------------

                   less than 5 years                          No benefit
                                   5          50% of Annual Retainer Fee
                                   6          60% of Annual Retainer Fee
                                   7          70% of Annual Retainer Fee
                                   8          80% of Annual Retainer Fee
                                   9          90% of Annual Retainer Fee
                          10 or more         100% of Annual Retainer Fee


         V.2 DISABILITY  BENEFIT.  The disability  benefit payable to an Outside
Director who incurs a Termination  of Service as the result of Disability  shall
be an annual  amount,  payable in  accordance  with  Article VI,  determined  as
follows:

                       Completed
                    Years of Service                Annual Benefit
                    ----------------                --------------

                   less than 2 years                          No benefit
                           2-5 years          50% of Annual Retainer Fee
                                   6          60% of Annual Retainer Fee
                                   7          70% of Annual Retainer Fee
                                   8          80% of Annual Retainer Fee
                                   9          90% of Annual Retainer Fee
                          10 or more         100% of Annual Retainer Fee

                                      -3-
<PAGE>
                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


                                   ARTICLE VI
                 FORM, MANNER AND DURATION OF PAYMENT OF BENEFIT

         The annual Retirement or Disability  Benefit determined under Article V
shall be paid for the life of the Outside  Director.  Payments  shall be made on
the first business day of each calendar quarter, beginning with the quarter next
following the date of the Outside  Director's  Retirement.  No benefits shall be
payable  under the Plan after the death of a Outside  Director  either before or
after Retirement.


                                   ARTICLE VII
                                 ADMINISTRATION

         VII.1  ADMINISTRATIVE  COMMITTEE.  The Plan shall be administered by an
Administrative Committee appointed by the Board, which may be the same committee
as serves the Company with respect to other  retirement and benefit  plans.  The
Administrative  Committee shall adopt such rules for the conduct of its business
and the administration of the Plan as it considers to be necessary or desirable,
provided that such rules do not conflict with the provisions of the Plan.

         VII. ACTION BY COMMITTEE;  RESIGNATION;  VACANCIES;  COMPENSATION.  The
Administrative  Committee shall act by a majority (or by all members if there be
only  one  or  two   members)  of  the  number  of  members   constituting   the
Administrative  Committee  at the time of such  action,  and such  action may be
taken either by vote at a meeting or in writing without a meeting. Any member of
the Administrative Committee may resign upon giving written notice to the Board.
Each member of the Administrative Committee shall hold office at the pleasure of
the  Board.  Vacancies  arising  in the  Administrative  Committee  from  death,
resignation,  removal  or  otherwise,  shall be  filled  by the  Board,  but the
Administrative  Committee may act  notwithstanding the existence of vacancies so
long as  there is at least  one  member  of the  Administrative  Committee.  The
members of the  Administrative  Committee shall serve without  compensation  for
their services as such, but shall be reimbursed by the Company for all necessary
expenses incurred in the discharge of their duties.

         VII.3 DELEGATION OF AUTHORITY;  LEGAL,  ACCOUNTING,  CLERICAL AND OTHER
SERVICES. The Administrative  Committee may authorize one or more of its members
or any  agent to act on its  behalf  and may  contract  for  legal,  accounting,
clerical and other  services to carry out the purposes of the Plan. All expenses
of the Administrative Committee shall be paid by the Company.

                                      -4-
<PAGE>
                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


         VII.4 INTERPRETATION OF PROVISIONS.  The Administrative Committee shall
have the full power and  discretion to interpret the  provisions of the Plan and
decide  all  questions  arising  in  its   administration.   The  decisions  and
interpretations  of the  Administrative  Committee shall be final and binding on
the Company and all other persons.

         VII.5 LIABILITY OF COMMITTEE. No member of the Administrative Committee
shall be liable for any action  taken in good faith or for the  exercise  of any
power given the Administrative Committee, or for the actions of other members of
the Administrative  Committee. To the extent permitted by law, the Company shall
indemnify and hold harmless each member of the Administrative  Committee against
any and all liability or reasonably expense resulting from or arising out of his
or her  responsibilities in connection with the Plan, provided such person acted
in good faith, in what he or she reasonably believed was the proper discharge of
his or her duties.

                                  ARTICLE VIII
                      TERMINATION AND AMENDMENT OF THE PLAN

         VIII.1 AMENDMENT OF THE PLAN. The Plan may be amended from time to time
by action of the Board of Directors.

         VIII.2   TERMINATION.   The  Company   intends  to  continue  the  Plan
indefinitely but reserves the right to terminate it at any time by action of the
Board of Directors.

         VIII.3 EFFECT OF AMENDMENT OR TERMINATION.  No amendment or termination
of the Plan may  adversely  affect  the  benefit  which  would be payable to any
Outside Director  receiving  benefits under the Plan prior to the effective date
of the  amendment  or  termination,  or which  would be payable  to any  Outside
Director who, prior to the effective date of such amendment or termination,  was
eligible to retire with an immediate benefit under the Plan.


                                   ARTICLE IX
                                  MISCELLANEOUS

         IX.1 NO RIGHT TO  REELECTION.  Nothing  in the Plan  shall be deemed to
create any  obligation  on the part of the Board to nominate  any of its members
for  reelection  by the  Company's  stockholders,  nor confer  upon any  Outside
Director the right to remain a member of the Board for any period of time, or at
any particular rate of compensation.

                                      -5-
<PAGE>
                                           APPENDIX THREE TO KNIGHT-RIDDER, INC.
                                     COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


         IX.2 UNFUNDED PLAN.  This Plan is unfunded.  Amounts  payable under the
Plan will be satisfied  solely out of the general assets of the Company  subject
to the  claims of the  Company's  creditors.  No Outside  Director  or any other
person  shall  have any  interest  in any fund or in any  specific  asset of the
Company by reason of any amount credited to him hereunder, nor shall any Outside
Director or any other  person have any right to receive any  distribution  under
the Plan except as, and to the extent, expressly provided in the Plan.

         IX.3 OTHER COMPENSATION  ARRANGEMENTS.  Payments received by an Outside
Director  under the Plan  shall  not have any  effect  on the  determination  of
benefits under any other arrangement provided by the Company.

         IV.4 EXPENSES.  The costs and expenses of administering  the Plan shall
be borne by the Company and no  contributions  from Outside  Directors  shall be
required or permitted.

         IX.5  GOVERNING LAW;  VENUE.  The Plan shall be construed in accordance
with the laws of the State of Florida.  Any legal action or proceeding hereunder
may be initiated only in Dade County, Florida.


                                      -6-