EXHIBIT 10 (a)

                          KNIGHT-RIDDER, INC.

                      EMPLOYEE STOCK OPTION PLAN

                 (As amended through January 26, 1999)

1.       PURPOSE

         The purpose of this Stock Option Plan  (hereinafter  referred to as the
"Plan")  is  to  attract  and  retain  key  employees  of  Knight-Ridder,   Inc.
(hereinafter referred to as the "Company") and its subsidiaries, by the grant of
options and stock appreciation rights.

         "Subsidiaries"  as used  herein  shall mean  corporations  (other  than
Knight-Ridder, Inc.) or partnerships in an unbroken chain of corporations and/or
partnerships beginning with Knight-Ridder,  Inc. if, at the time of the granting
of the  option  or  stock  appreciation  right,  each  of the  corporations  and
partnerships  other than the last  corporation  or  partnership  in the unbroken
chain owns stock  possessing 50% or more of the total  combined  voting power of
all  classes  of  stock  in a  corporation  in  such  chain  or at  least  a 50%
partnership interest in such chain.

         The term "fair market  value" of a share of common stock as of any date
shall be 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 quoted on the composite tape, "fair market value" shall
be the closing  sales price or the mean between the closing bid and asked prices
on the date in question,  as applicable,  as furnished by any member firm of the
New York  Stock  Exchange  selected  from time to time for that  purpose  by the
Compensation Committee.

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         The term  "incentive  stock option"  shall mean an option  described in
Section 422(b) of the Internal Revenue Code of 1986, as amended.

2.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a committee as appointed from time to
time by the Board of Directors of the Company,  which committee shall consist of
not less than three (3) members of such Board of Directors, all of whom shall be
"nonemployee  directors"  within the meaning of Rule 16b-3 promulgated under the
Securities   Exchange  Act  of  1934.   Said  committee   shall  be  called  the
"Compensation Committee."

         In administering  the Plan, the Compensation  Committee may adopt rules
and regulations for carrying out the Plan. The  interpretation and decision with
regard to any  question  arising  under the Plan  made by the  Committee  shall,
unless overruled or modified by the Board of Directors of the Company,  be final
and   conclusive  on  all   employees  of  the  Company  and  its   subsidiaries
participating or eligible to participate in the Plan.

3.       STOCK

         The stock  which may be issued and sold  pursuant  to the  exercise  of
options or stock  appreciation  rights  granted under the Plan may be authorized
and unissued  common stock or shares of common stock  reacquired  by the Company
and held in treasury of a total number not exceeding 39,200,000* shares.

         The  shares  deliverable  under  the  Plan  shall  be  fully  paid  and
nonassessable shares. Any shares, in respect of which an option is granted under
the Plan which  shall have for any reason  expired or  terminated,  may be again
allotted under the Plan. Any shares covered by


--------
*  Assumes addition of 7,000,000  shares is approved by Company  shareholders at
   the 1999 Annual Meeting on May 12, 1999.

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options  which have been  canceled by reason of the  exercise  of related  stock
appreciation rights as provided in the immediately  following paragraph or which
are used to exercise  other  options or to satisfy tax  withholding  obligations
shall not be available for other options under the Plan.

         The exercise of options with respect to which stock appreciation rights
shall have been granted shall cause a  corresponding  cancellation of such stock
appreciation  rights,  and the exercise of stock  appreciation  rights issued in
respect of options shall cause a corresponding cancellation of such options.

         Each option and stock  appreciation  right granted under the Plan shall
be subject to the requirement and condition that if the Board of Directors shall
determine that the listing,  registration or  qualification  upon any securities
exchange or under any state or federal  law,  or the  approval or consent of any
governmental  body is necessary  or  desirable  as a condition of granting  such
option or stock  appreciation  right,  or the issue or  purchase  of any  shares
thereunder,  then no such option or stock appreciation right may be exercised in
whole or in part  unless or until  such  listing,  registration,  qualification,
approval  or consent has been  obtained,  free of any  conditions  which are not
acceptable to the Board of Directors of the Company.

4.       ELIGIBILITY

         Options and stock  appreciation  rights will be granted only to persons
who are employees of the Company and its  subsidiaries  (including  officers and
directors  except  for  persons  acting as  directors  only).  The  Compensation
Committee of the Board of Directors of the Company  shall  determine in its sole
discretion the employees to be granted options,  the number of shares subject to
each option,  the  employees  to be granted  stock  appreciation  rights and the
options with respect to which such stock  appreciation  rights shall be granted.
Subject  to the  provisions  of Section 12 of the Plan,  the  maximum  number of
shares with respect to which

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options or stock appreciation  rights, or a combination  thereof, may be granted
under the Plan to any person in any calendar year is 100,000.

5.       PRICE

         The  purchase  price  under  each  option  shall be  determined  by the
Compensation  Committee  subject to  approval by the Board of  Directors  of the
Company, but such price shall not be less than one hundred percent (100%) of the
fair market value of the common stock at the time such option is granted.

6.       THE PERIOD OF THE OPTION AND THE EXERCISE OF THE SAME

         Each option  granted under the Plan shall expire no later than ten (10)
years from the date such option is granted,  but the Compensation  Committee may
prescribe a shorter period for any individual option or options.

         The shares  subject to the  option may be  purchased  from time to time
during the option period,  subject to any waiting period or vesting schedule the
Compensation Committee may specify for any individual option or options.

         In order to exercise the option or any part thereof, the employee shall
give notice in writing to the Company of his  intention  to purchase all or part
of the shares  subject to the option,  and in said notice he shall set forth the
number of shares as to which he desires to exercise  such option,  and shall pay
for such shares at the time of exercise of such option. Such payment may be made
in such manner as the  Compensation  Committee  may  specify,  which may include
cash, delivery to the Company of shares of common stock of the Company, delivery
of proceeds of the sale of the option shares by ChaseMellon Shareholder Services
on behalf of the  employee,  and any other manner  permitted by law specified by
the  Committee.  At the time of granting  an option,  the  Committee  may impose
conditions on the right to exercise an option.

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         Except  as  specified  in  Sections  9 and 10 below,  no option  may be
exercised  except by the  Optionee  personally  while he is in the employ of the
Company or its subsidiaries.

         No Optionee or his legal representative,  legatees or distributees,  as
the  case  may be,  shall  be or have  any of the  rights  and  privileges  of a
shareholder  of the Company by reason of such option unless and until the shares
are issued to him under the terms of the Plan.

7.       PROVISIONS REGARDING STOCK APPRECIATION RIGHTS

         A stock  appreciation  right  granted  under the Plan shall entitle the
holder  thereof to receive  from the  Company,  upon  surrender  of the  related
option,  payment of an amount,  in cash, shares of common stock or a combination
thereof, as determined by the Compensation Committee,  equal in value to (A) the
excess of the fair market value of a share of common stock on the date the stock
appreciation  right is  exercised  over the  option  price  provided  for in the
related option, multiplied by (B) the number of shares with respect to which the
stock  appreciation  right was exercised.  A stock  appreciation  right shall be
exercisable during the period commencing on a date specified by the Compensation
Committee  and  ending on the date on which the  related  option  expires  or is
earlier  canceled or terminated.  Notwithstanding  the preceding  sentence,  the
Compensation  Committee may provide for the grant of a stock  appreciation right
which may be exercised only within a sixty-day period  following  certain events
specified by the Compensation  Committee in the grant of such stock appreciation
right.  Moreover,  the  Compensation  Committee  may  provide  that  such  stock
appreciation  right  shall be  payable  only in cash and that,  in  addition  to
payment of the amount  otherwise  due upon  exercise of such stock  appreciation
right, the holder thereof shall receive (unless such stock appreciation right is
in tandem with an incentive stock option),  an amount equal to the excess of the
highest  price paid for a share of common  stock in the open market or otherwise
over the sixty-day period

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prior to exercise  over the fair market  value of a share of common stock on the
date the stock appreciation right is exercised.

         In order to exercise the stock  appreciation right or any part thereof,
the  employee  shall give notice in writing to the Company of his  intention  to
exercise such right,  and in said notice the employee shall set forth the number
of shares as to which such employee  desires to exercise the stock  appreciation
right, provided that such right may not be exercised with respect to a number of
shares in excess of the  number  for which  the  related  option  could  then be
exercised.  Any  limitations  on the right to exercise the related  option shall
also apply to the stock appreciation right.

         No  holder  of a  stock  appreciation  right  or  such  holder's  legal
representatives,  legatees or distributees, as the case may be, shall be or have
any of the rights and  privileges of a  shareholder  of the Company by reason of
such  stock  appreciation  right  unless and until the shares are issued to such
holder under the terms of the Plan.

8.       NON-TRANSFERABILITY OF OPTION AND STOCK APPRECIATION RIGHT

         No  option or stock  appreciation  right  granted  under the Plan to an
employee  shall be  transferred  by him otherwise than by Will or by the laws of
Descent and Distribution,  and such option or stock  appreciation right shall be
exercisable during his lifetime only by him.

9.       TERMINATION OF EMPLOYMENT

         All options granted less than one year before an Optionee's termination
of employment shall terminate  immediately  upon such Optionee's  termination of
employment.  The  remaining  provisions of this Section 9 shall apply to options
granted one year or more before an Optionee's termination of employment.

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         Except as provided  below, if an Optionee shall cease to be employed by
the Company or one of its subsidiaries, as the case may be, for any reason other
than  death,  disability  or  retirement  pursuant to a  retirement  plan of the
Company or one of its subsidiaries,  any option theretofore granted to him which
has not been exercised  shall forthwith  cease and terminate.  The  Compensation
Committee  may  provide  in the grant of any option or in an  amendment  of such
grant  that  in  the  event  of  any  such  termination  of  employment  (except
termination  for "cause" as defined  below),  such option  shall be  exercisable
(solely  to  the  extent  it  was  exercisable  on the  date  of the  Optionee's
termination of employment) within the ninety days after his termination,  but in
no event after the expiration of the term of said option prescribed  pursuant to
Section 6.

         The Company or any of its subsidiaries  shall have "cause" to terminate
the Optionee's employment only on the basis of the Optionee's having been guilty
of fraud, misappropriation,  embezzlement or any other act or acts of dishonesty
constituting a felony and resulting or intended to result directly or indirectly
in a substantial  gain or personal  enrichment to the Optionee at the expense of
the  Company or any of its  subsidiaries.  Notwithstanding  the  foregoing,  the
Optionee shall not be deemed to have been  terminated for cause unless and until
there shall have been  delivered to the Optionee a copy of a resolution (i) duly
adopted by  three-quarters  (3/4) of the entire  membership of the  Compensation
Committee,  or of the Board of Directors of the Company, at a meeting called and
held for such purpose after reasonable notice to the Optionee and an opportunity
for the Optionee,  together with the Optionee's counsel, to be heard before such
Committee or Board,  as the case may be, and (ii) finding that in the good faith
opinion of such Committee or Board,  as the case may be, the Optionee was guilty
of conduct described in the preceding  sentence of this paragraph and specifying
the  particulars  of such conduct in detail.  However,  an  Optionee's  right to
exercise his outstanding options shall

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automatically  be suspended  from the moment the  Optionee is notified  that the
Company  has  commenced  an  investigation  into  whether  there are grounds for
terminating the Optionee's employment for "cause" until a determination has been
made that no such grounds exist.

         In the case of an Optionee  employed by any of the  subsidiaries of the
Company that were sold during 1997 or 1998 and whose  employment  with the group
consisting of the Company and its subsidiaries  ceased as a result of such sale,
any option  (other than an incentive  stock option)  theretofore  granted to the
Optionee  which  has not been  exercised  as of the  Optionee's  termination  of
employment shall become 100% vested and shall be exercisable within one (1) year
after the date of the  subsidiary's  sale by the Company,  but in no event after
the expiration of the term of said option prescribed pursuant to Section 6.

         In the case of any Optionee employed at the Miami, Florida headquarters
of the Company at the time of the May 1998 announcement of the reorganization of
the  Company  who  terminates  employment  with  the  Company  because  (i)  the
Optionee's  position is eliminated as a result of the reorganization or (ii) the
Optionee  declines  employment at the Company's  new  headquarters  in San Jose,
California,  any option  (other  than an  incentive  stock  option)  theretofore
granted  to the  Optionee  which  has not been  exercised  as of the  Optionee's
termination  of  employment  shall  become 100% vested and shall be  exercisable
within three (3) years  following  termination  of  employment,  but in no event
after the expiration of the term of said option  prescribed  pursuant to Section
6.

10.      RETIREMENT, DISABILITY OR DEATH

         All options granted less than one year before an Optionee's retirement,
disability,   or  death  shall  terminate   immediately   upon  such  Optionee's
retirement, disability, or death. The

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remaining  provisions of this Section 10 shall apply to options granted one year
or more before an Optionee's retirement, disability, or death.

         In the event of the retirement of an Optionee  pursuant to a retirement
plan of the Company or one of its subsidiaries,  as the case may be, the options
theretofore  granted to him shall be  exercisable  during such period of time as
the Compensation  Committee shall specify in the option grant either at the time
of grant or by amendment,  which period shall not exceed the first to expire of:
(i) one (1) year after the date of such  retirement  with  respect to  incentive
stock  options,  (ii)  three (3) years  after  the date of such  retirement  for
Optionees whose  retirement date is prior to July 1, 1997,  (iii) five (5) years
after the date of such retirement for Optionees  whose  retirement date is on or
after  July 1,  1997,  and  (iv)  the  expiration  of the  term  of said  option
prescribed  pursuant  to Section 6.  Options not  exercisable  on the date of an
Optionee's retirement shall continue to become exercisable during such period in
accordance with the schedule specified by the Compensation Committee pursuant to
Section  6;  provided  that  no  additional  options  shall  become  exercisable
following an Optionee's death.

         In the event of the  disability  or death of an  Optionee  while in the
employ of the Company or one of its subsidiaries,  or during the post-employment
period  referred  to  in  the  immediately  preceding  paragraph,   the  options
theretofore  granted to him shall be  exercisable  during such period of time as
the Compensation  Committee shall specify in the option grant either at the time
of grant or by  amendment,  which period shall not exceed the first to expire of
the following: (i) one (1) year after the date of such disability or death, with
respect to incentive stock options,  (ii) three (3) years after the date of such
disability if the date of such  disability is prior to July 1, 1997,  (iii) five
(5) years after the date of such disability if the date of such disability is on
or after July 1, 1997,  (iv) three (3) years after the date of such  death,  (v)
the

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applicable  post-retirement period as set forth in the preceding paragraph,  and
(vi) the expiration of the term of said option prescribed pursuant to Section 6.
Options not  exercisable on the date of an Optionee's  termination of employment
by reason of disability shall continue to become  exercisable during such period
in accordance with the schedule specified by the Compensation Committee pursuant
to Section 6;  provided  that no  additional  options  shall become  exercisable
following an Optionee's death.

         Such  option  (or the  related  stock  appreciation  right) may only be
exercised by the personal  representative  of such  decedent or by the person or
persons  to whom such  employee's  rights  under the  option  shall pass by such
employee's Will or by the laws of Descent and  Distribution of the state of such
employee's  domicile  at the time of death,  and then only as and to the  extent
that such employee was entitled to exercise the option on the date of death.

11.      WRITTEN AGREEMENT

         Within a  reasonable  time  after  the date of grant of an  option,  an
option and stock appreciation  right, or a stock appreciation right related to a
previously  granted  option,  a  written  agreement  in a form  approved  by the
Compensation Committee shall be duly executed and delivered to the Optionee.

12.      ADJUSTMENT BY REASON OF RECAPITALIZATION, STOCK SPLITS,
         STOCK DIVIDENDS, ETC.

         If, after the effective  date of this Plan,  there shall be any changes
in the common  stock  structure of the Company by reason of the  declaration  of
stock dividends,  recapitalization resulting in stock split-ups, or combinations
or  exchanges  of shares by reason  of  merger,  consolidation,  or by any other
means, then the number of shares available under the Plan, the shares subject to
any outstanding options, and the maximum number of shares with respect to

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which options may be granted to any person shall be equitably and  appropriately
adjusted  by  the  Board  of  Directors  of  the  Company  as in  its  sole  and
uncontrolled  discretion  shall seem just and reasonable in the light of all the
circumstances pertaining thereto.

13.      RIGHT TO TERMINATE EMPLOYMENT

         The Plan shall not confer upon any  employee  any right with respect to
being  continued in the employ of the Company and its  subsidiaries or interfere
in any way with the right of the Company and its  subsidiaries  to terminate his
employment  at any time,  nor shall it interfere in any way with the  employee's
right to terminate his employment.

14.      WITHHOLDING AND OTHER TAXES

         The Company or one of its subsidiaries shall have the right to withhold
from  salary  or  otherwise  or  to  cause  an  Optionee  (or  the  executor  or
administrator  of his estate or his legatees or distributees) to make payment of
any Federal,  State, local or foreign taxes required to be withheld with respect
to any exercise of a stock option or a stock appreciation right. An Optionee may
elect to have the withholding tax obligation or, if the  Compensation  Committee
so determines,  any additional tax obligation  with respect to any exercise of a
stock option or stock  appreciation right satisfied by (a) having the Company or
one of its subsidiaries  withhold shares  otherwise  deliverable to the Optionee
with respect to such exercise,  or (b) delivering  shares of common stock to the
Company.

15.      AMENDMENT TO THE PLAN

         The  Board of  Directors  shall  have the right to  amend,  suspend  or
terminate  the Plan at any time;  provided,  however,  that no such action shall
affect or in any way  impair  the  rights of the  holder of any  option or stock
appreciation  right  theretofore  granted under the Plan; and provided  further,
that unless first duly approved by the common shareholders of the

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Company  entitled to vote thereon at a meeting (which may be the annual meeting)
duly called and held for such  purpose,  no amendment or change shall be made in
the Plan (a)  increasing  the total  number of shares  which may be purchased or
transferred upon exercise of options or stock appreciation rights under the Plan
by all employees; (b) changing the minimum purchase price hereinbefore specified
for the optioned shares;  (c) changing the maximum option period; (d) increasing
the amount that may be received upon exercise of a stock appreciation  right; or
(e) allowing a stock  appreciation  right to be exercised  after the  expiration
date of the related option.

16.      EFFECTIVE DATE OF THE PLAN

         The Plan shall be effective as of February 24, 1971.

17.      SAVINGS CLAUSE

         Each option and stock appreciation right shall be governed by the terms
of the Plan as in  effect on the date of its grant  unless  the  option or stock
appreciation  right is expressly  amended to include one or more Plan provisions
adopted after the date of grant. The Compensation Committee shall have authority
to amend outstanding options to include any provisions  permitted by the Plan as
in effect at the time of such amendment.


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                               STOCK OPTION GRANT
                            UNDER KNIGHT-RIDDER, INC.
                           EMPLOYEE STOCK OPTION PLAN
                                  -------------

         THIS  STOCK  OPTION  GRANT  dated  ____________  __,  ____  is  made by
KNIGHT-RIDDER,  INC.,  hereinafter  called  the  "Company,"  to  ______________,
hereinafter called the "Optionee."

         WITNESSETH, THAT:

         WHEREAS,  the  Company,  by action  of its  shareholders,  adopted  and
approved  an  Employee  Stock  Option  Plan,  effective  February  24,  1971 and
subsequently  amended  by the  shareholders  or the  Board of  Directors  or the
Executive Committee of the Board from time to time (the "Plan").

         WHEREAS,  the  purpose  of the Plan is to enable  the  Company  and its
subsidiaries to attract and retain key employees.

         NOW THEREFORE,  the Company hereby grants a non-qualified  option under
the Plan to the Optionee on the following terms and conditions:

1.       AMOUNT OF STOCK SUBJECT TO OPTION:

         The Company hereby grants to the Optionee the right to purchase _______
shares  of  authorized  and  unissued  Common  Stock of the  Company  or  shares
reacquired  by the Company and held in Treasury,  which stock is to be issued by
the Company  upon the  exercise of this option as  hereinafter  set forth.  This
option shall NOT be an  incentive  stock option as defined in Section 422 of the
Internal Revenue Code.

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2.       PURCHASE PRICE/TAXES:

         The purchase price per share for this option shall be  ________________
($________),  one hundred percent (100%) of the fair market value (as defined in
the Plan) of the Common Stock at the time the option is granted.

         Upon or before the  exercise  of this option or any part  thereof,  the
Optionee  will  also be  required  to pay to the  Company  or make  arrangements
satisfactory  to the  Company  for the  payment  of the  appropriate  amount  of
federal,  state,  local and foreign taxes  required to be withheld in connection
with the exercise before the purchased shares will be issued. The Optionee shall
have the right to  satisfy  applicable  withholding  obligations  by having  the
Company withhold shares  otherwise  deliverable to the Optionee upon exercise of
the option.

3.       PERIOD OF OPTION AND EXERCISE THEREOF:

         (a) Subject to paragraph 5 below,  one-third  of the shares  subject to
this option (rounded up to the nearest whole share) may be purchased at any time
following  the  first  anniversary  of the  date of this  grant,  an  additional
one-third of the shares subject to this option  (rounded up to the nearest whole
share) may be purchased at any time following the second anniversary of the date
of this grant,  and the remaining shares subject to this option may be purchased
at any time following the third anniversary of the date of this grant; provided,
however, that in no event may any part of this option be exercised following the
___ day of __________________, 200__.

         (b) In order to exercise this option or any part thereof,  the Optionee
shall give  notice in writing to the  Company  of the  Optionee's  intention  to
purchase all or part of the shares

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subject to this  option,  and in said  notice the  Optionee  shall set forth the
number of shares as to which he or she desires to exercise the option, and he or
she  shall  pay for  such  shares  in full at the time of the  exercise  of such
option. Such payment may be made in cash, through the delivery to the Company of
shares of common stock of the Company  which the Optionee has owned for at least
six  months  with a  value  equal  to the  total  option  price,  or  through  a
combination of cash and such shares, and any shares so delivered shall be valued
at their fair market value on the date on which the option is exercised.

         Payment of the purchase  price may also be made through the delivery to
the Company of the sale proceeds of all or part of the shares of common stock of
the Company  that are the subject of this  option;  provided  that the  Optionee
instructs  ChaseMellon  Shareholder Services ("CMSS") to effect on the date such
instruction  is given to CMSS (which shall be deemed to be the date of exercise)
or as early as practicable thereafter the sale of such number of such shares "at
the market" in a broker's transaction (within the meaning of Section 4(4) of the
Securities  Act of 1933,  as  amended),  the proceeds of which shall be at least
equal to the purchase  price of this option plus the amount of taxes required to
be withheld plus transaction costs. In accordance with these instructions,  CMSS
shall sell such  shares,  deliver to the Company the portion of the  proceeds of
such sale which  equals the  purchase  price of this  option  plus the amount of
taxes  required to be withheld and remit the  remaining  sale  proceeds  (net of
transaction costs), to the Optionee.

         The notice of exercise must be delivered  or, if mailed,  postmarked on
or before the date on which the right to exercise this option expires. No shares
shall be issued to the  Optionee  until  final  payment for said shares has been
made, and the Optionee shall have none of the rights of a shareholder until said
shares are issued to the Optionee.

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4.       NON-TRANSFERABILITY OF OPTION:


         This option is not  transferable  otherwise than by Will or by the laws
of descent and  distribution,  and this option shall be  exercisable  during the
Optionee's lifetime only by the Optionee.

5.       TERMINATION OF EMPLOYMENT, RETIREMENT OR DEATH OF OPTIONEE:

         If the Optionee shall cease to be employed by the Company or one of its
subsidiaries,  as the  case  may be,  for  any  reason  other  than  (1)  death,
disability, or retirement pursuant to a retirement plan of the Company or one of
its  subsidiaries,  or (2) the  termination  of the  Optionee's  employment  for
"cause"  (as  defined  below) by the  Company or one of its  subsidiaries,  this
option,  if not theretofore  exercised,  shall be exercisable  only within three
months after such termination,  but in no event after the expiration of the term
of this option set forth in  paragraph 3 above.  Notwithstanding  the  preceding
sentence  or any  other  provision  of  this  option  grant,  if the  Optionee's
termination  of  employment  for any  reason  (including  death,  disability  or
retirement)  occurs  within  one year of the date of grant of this  option,  the
option  shall  terminate   immediately   upon  the  Optionee's   termination  of
employment.  In each  case  where  the  option  may be  exercised  for a  period
following the  Optionee's  termination of employment  other than  termination by
reason of the Optionee's  retirement or disability,  the option may be exercised
during such period solely to the extent it could have been exercised on the date
of the Optionee's termination of employment.

         In the event  that the  Optionee's  termination  of  employment  is for
"cause", this option shall forthwith cease and terminate.  The Company or any of
its subsidiaries shall have

<PAGE>

                                                                               5

cause to terminate the Optionee's employment only on the basis of the Optionee's
having been guilty of fraud, misappropriation,  embezzlement or any other act or
acts of  dishonesty  constituting  a felony and  resulting or intended to result
directly or  indirectly  in a  substantial  gain or personal  enrichment  to the
Optionee at the expense of the Company or any of its subsidiaries.

         Notwithstanding the foregoing, the Optionee shall not be deemed to have
been  terminated  for cause unless and until there shall have been  delivered to
the Optionee a copy of a resolution  (i) duly adopted by three quarters (3/4) of
the entire  membership of the Compensation  Committee of the Board of Directors,
or of the Board of Directors of the  Company,  at a meeting  called and held for
such purpose after reasonable  notice to the Optionee and an opportunity for the
Optionee,  together  with  the  Optionee's  counsel,  to be  heard  before  such
Committee or the Board of Directors of the Company, as the case may be, and (ii)
finding  that in the  good  faith  opinion  of such  Committee  or the  Board of
Directors of the Company, as the case may be, the Optionee was guilty of conduct
described in the  preceding  sentence and  specifying  the  particulars  of such
conduct in detail.  However,  the Optionee's right to exercise this option shall
be  automatically  suspended  from the moment the Optionee is notified  that the
Company  has  commenced  an  investigation  into  whether  there are grounds for
terminating the Optionee's employment for "cause" until a determination has been
made that no such grounds exist.

         In the event of the retirement of the Optionee pursuant to a retirement
plan of the Company or one of its subsidiaries,  as the case may be, this option
shall be exercisable for five (5) years after the date of such  retirement,  but
in no event  after  the  expiration  of the  term of this  option  set  forth in
paragraph  3  above.  Options  not  exercisable  on the  date of the  Optionee's
retirement shall continue to become exercisable during such period in accordance
with the
<PAGE>

                                                                               6

schedule set forth in paragraph  3(a),  but no  additional  options shall become
exercisable following the Optionee's death.

         In the event of the  disability  or death of the Optionee  while in the
employ of the Company or one of its  subsidiaries or during any  post-employment
period during which this option is otherwise exercisable under the Plan and this
grant,  this option shall be  exercisable at any time prior to the expiration of
the earliest of (i) five (5) years after the date of such disability, (ii) three
(3) years after the date of such  death,  (iii) five (5) years after the date of
the  Optionee's  retirement,  and  (iv)  the  end  of the  otherwise  applicable
post-employment  exercise  period,  but in no event after the  expiration of the
term of this option set forth in paragraph 3 above.  Options not  exercisable on
the date of the  Optionee's  termination  of  employment by reason of disability
shall continue to become  exercisable  during such period in accordance with the
schedule set forth in paragraph  3(a),  but no  additional  options shall become
exercisable following the Optionee's death.

         In the event of the Optionee's death, this option may only be exercised
by the personal  representative of the Optionee,  or by the person or persons to
whom the rights under this option have passed by the  Optionee's  Will or by the
laws of  descent  and  distribution  of the  state in  which  the  Optionee  was
domiciled at the time of the Optionee's  death, and then this option may only be
exercised  to the extent that the  Optionee was entitled to exercise the same at
the time of the Optionee's death.

6.       CHANGE IN CAPITAL:

         If prior to the  expiration of this option,  there shall be any changes
in the Common  Stock  structure of the Company by reason of the  declaration  of
stock dividends, recapitalization

<PAGE>

                                                                               7

resulting in stock split-ups or combinations or exchanges of shares by reason of
merger, consolidation,  or by any other means, then the number of shares subject
to this  option  and the  purchase  price  per  share  shall  be  equitably  and
appropriately  adjusted by the Board of  Directors of the Company as in its sole
and  uncontrolled  discretion shall seem just and reasonable in the light of all
the circumstances pertaining thereto.

7.       THE RIGHT TO TERMINATE EMPLOYMENT:

         This option  shall not confer upon the  Optionee any right with respect
to  being  continued  in the  employ  of the  Company  and its  subsidiaries  or
interfere  in any way with the  right of the  Company  and its  subsidiaries  to
terminate the  Optionee's  employment at any time, nor shall it interfere in any
way with the right of the Optionee to terminate the Optionee's employment.

8.       REGISTRATION AND OTHER REQUIREMENTS:

         This option is subject to the  requirement  and  condition  that if the
Board of Directors of the Company shall determine that the listing, registration
or qualification upon any securities exchange or under any state or federal law,
or  the  approval  or  consent  of any  governmental  body,  or  the  Optionee's
satisfaction of applicable tax withholding obligations or agreement with respect
to the disposition of the shares  purchased  hereunder is necessary or desirable
as a condition to the issuance or purchase of any shares subject to this option,
then this option may not be  exercised  in whole or in part unless or until such
listing,  registration,   qualification,  approval,  consent,  satisfaction,  or
agreement has been obtained, free of any

<PAGE>

                                                                               8

conditions  which are not  acceptable  to the Board of Directors of the Company,
and the sale and  delivery  of stock  hereunder  is also  subject  to the  above
requirements and conditions.

9.       INTERPRETATION OF STOCK OPTION GRANT:

         The  interpretation  and decision with regard to all questions  arising
under the Plan or this  stock  option  grant  shall be made by the  Compensation
Committee of the Company's Board of Directors and, unless  overruled or modified
by the Board of Directors, shall be final and conclusive on the Optionee and the
persons to whom the  Optionee's  rights  under this  option pass upon his or her
death.


-------------------------------             ----------------------------------
Polk Laffoon                                P. Anthony Ridder
Vice President & Secretary                  Chairman and Chief Executive Officer
KNIGHT-RIDDER, INC.                         KNIGHT-RIDDER, INC.




[January 26, 1999]