EXHIBIT 10 (c)

                       KNIGHT RIDDER ANNUAL INCENTIVE PLAN

                As Amended and Restated Effective January 1, 2001

INTRODUCTION

This Amended and Restated Knight Ridder Annual Incentive Plan (the "Plan") is
intended to motivate and reward corporate executives and top management at
individual operating units who contribute significantly to Knight Ridder's
success. Specific Plan objectives include the following:

       o     Focus participants on achieving key annual objectives

       o     Link rewards to results relative to financial and non-financial
             goals at the corporate and business unit levels

       o     Provide participants the opportunity to earn competitive
             compensation commensurate with performance

The Plan provides participants the opportunity to earn cash awards each year
based on the performance of the corporation and/or the business unit in which
they work. Awards are earned on a calendar year basis (the "Plan Year") and are
paid in cash following the end of the Plan Year.

This amendment and restatement is intended to make the Plan comply with Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") with
respect to covered employees under such Code section. Accordingly, individuals
who may be covered employees under the Code will be designated as "Covered
Employees".

PLAN ADMINISTRATION

The Plan will be administered by the Compensation and Corporate Governance
Committee of the Knight Ridder Board of Directors (the "Committee"). The
Committee has the authority to interpret the provisions of the Plan and to make
any rules and regulations necessary to administer the Plan. The Committee's
decision is final in all matters of judgment pertaining to the Plan, and the
Committee may, without notice, amend, suspend or revoke the Plan.

ELIGIBILITY

Employees in the following categories are eligible to participate in the Plan as
determined by the Committee: corporate officers and certain director-level
corporate employees; newspaper publishers and other business unit operating
heads who report directly to top officers; top editors, general managers and all
division directors; and selected other positions that can have significant
impact on results.

Operating unit heads should present proposed changes in eligible positions to
the appropriate Vice President Operations and then to the Knight Ridder senior
Human Resources officer.
<PAGE>

PLAN OVERVIEW

         BONUS AMOUNTS PAYABLE FOR MEETING GOALS

Each plan participant will have a potential target bonus award that is payable
for meeting goals. The size of this potential award varies by salary range. The
bonus potential for each salary range is stated as a percentage of the annual
salary earned during the year. Therefore, the dollar amount of an individual's
opportunity is computed by multiplying the applicable percentage times the
salary. The potential bonus payable for meeting goals for each salary range
(other than for Knight Ridder's Chief Executive Officer whose target award shall
be set annually by the Committee and shall be 115% of salary for the 2001 Plan
Year) is as follows:

                  Base Salary Range                         Target Award
                  -----------------                         ------------

                  $250,000 and above                            85.0%

                  $150,000 to $249,999                          75.0%

                  $100,000 to $149,999                          65.0%

                  $50,000 to $99,999                            55.0%

                  Up to $49,999                                 40.0%

         TYPES OF PERFORMANCE MEASURES AND THEIR WEIGHTINGS

Each participant's bonus will be determined based on measures of how well the
corporation or the business unit in which the individual works performed
relative to two type of goals: Financial Performance and Non-financial
Performance.

The potential award for meeting goals will be divided between the two types of
measures in the following way: 80% of each participant's potential award for
meeting goals will be based on Financial Performance, and 20% will be based on
Non-financial Performance, as shown in the following table:

             Base Salary                    Potential Award
             -----------    ----------------------------------------------------
                                     Total      Financial    Non-financial
                                     -----      ---------    -------------

     $250,000 and above              85.0%       68.0%          17.0%

     $150,000 to $249,999            75.0%       60.0%          15.0%

     $100,000 to $149,999            65.0%       52.0%          13.0%

     $50,000 to $99,999              55.0%       44.0%          11.0%

     Up to $49,999                   40.0%       32.0%           8.0%

                                       2
<PAGE>

As a general rule, the measurement will be based on the organizational level at
which the individual is employed: corporate performance for those at the
corporate level and business unit performance for those in a newspaper or other
business unit. However, the Knight Ridder CEO may determine that the measures
for selected individuals (other than Covered Employees) will consist of a
specified mix of two or more bases, or that those in a business unit will have
awards based on corporate performance.

PERFORMANCE MEASUREMENT

         FINANCIAL PERFORMANCE MEASURE

Financial performance will be evaluated relative to budgeted goals set at the
beginning of the Plan Year, subject to approved adjustments during the year.
Unless otherwise determined by the Committee, the financial measure will be
operating profit.

The financial performance measure and the goals for the year for covered
employees shall be established by the Committee within the time period required
by Code Section 162 (m). The financial performance measures and goals will be
communicated to participants by the early part of each year.

         NON-FINANCIAL PERFORMANCE MEASURES

At the beginning of each Plan Year, Knight Ridder and each of the business units
will establish non-financial goals that represent major elements of their
strategies. Quantifiable measures are preferred, and measures that are redundant
with the financial goal should be avoided. There should be no more than eight
measures. The non-financial performance measures may include the following
items: (i) market share, (ii) customer knowledge, (iii) market driven strategy,
(iv) content, (v) brand management, and (vi) technology. Such corporate measures
and goals will be approved by the Knight Ridder CEO, and business unit measures
and goals will be approved by the appropriate Knight Ridder Vice President.

All participants at corporate and in each of the business units will have the
non-financial component of their awards based on the measures selected for their
unit. However, the weightings of these measures may vary among participants to
reflect each individual's impact on the achievement of the goals. The weightings
assigned to all measures must total 100 points for each of the participants.

The achievement of a goal will result in target awards being paid for that goal.
Awards for performance on the non-financial measures cannot exceed 100% of
target, but standards for partial achievement of goals (and therefore payouts
below 100%) as well as threshold standards for achieving any award should be
established.

The non-financial measures for Covered Employees shall be objective and
quantifiable and shall be established solely by the Committee within the time
period required by Code Section 162(m).

                                       3
<PAGE>

DETERMINING AND PAYING AWARDS

         OVERVIEW

Each participant's award will be determined by adding together the award earned
based on financial performance and the award earned based on non-financial
performance. An award may be paid for one type of measure even if no award was
earned for the other type of measure. The only constraint is that a corporate
performance threshold must be achieved for any award to be payable. Normally
this threshold requirement will be that corporate operating income, as reported
in the annual report, must equal at least 80% of prior year operating income,
although the Committee reserves the right to adjust the threshold. The Committee
shall have the discretion to decrease (but not increase) awards to Covered
Employees.

If a Plan participant's base salary changes during the Plan Year, the potential
award is calculated on a prorata basis, based on the amount of base salary
earned at each salary level.

         DETERMINING FINANCIAL AWARDS

Financial awards will be based on actual operating profit performance compared
to goal for each participant's unit (either corporate or business unit).
Individual unit operating profit goals have been set to support the overall
Knight Ridder operating profit goal. Threshold and maximum operating profit
performance are set as a percent of target operating profit (i.e., plus or minus
10% of target). Actual financial awards can range between 0% and 200% of target
award opportunity. The "Actual Achievement vs Goal" is calculated to one decimal
place. Awards percentages should be interpolated for achievement between amounts
show in the table below.

     -----------------------------------------------------------------------
         Actual Achievement vs                    Award Percentage
                 Goal                      (80% of total potential award)
     -----------------------------------------------------------------------
                 110.0%                                 200%
     -----------------------------------------------------------------------
                100.0%                                  100%
     -----------------------------------------------------------------------
                 99.0%                                  75%
     -----------------------------------------------------------------------
                 98.0%                                  50%
     -----------------------------------------------------------------------
                 97.0%                                 43.75%
     -----------------------------------------------------------------------
                 96.0%                                 37.5%
     -----------------------------------------------------------------------
                 95.0%                                 31.25%
     -----------------------------------------------------------------------
                 94.0%                                  25%
     -----------------------------------------------------------------------
                 92.0%                                 12.5%
     -----------------------------------------------------------------------
                 91.0%                                 6.25%
     -----------------------------------------------------------------------
                 90.0%                                   0%
     -----------------------------------------------------------------------

Exhibit 1 illustrates calculation of the financial award payout for two
scenarios.

                                       4

<PAGE>

         DETERMINING NON-FINANCIAL AWARDS

A performance score will be determined for each of the non-financial measures at
corporate and each of the business units. A score will be 100% of the points
assigned if the goal was achieved, zero if threshold performance was not
achieved, and between 0 and 100% if performance was above threshold and the goal
was partially achieved.

An individual's non-financial award will equal the sum of the scores on each of
the measures times the weighting given to that measure for that individual.
Awards can range from 100% of the non-financial target if all goals were
achieved, to zero if performance on all goals was below threshold.

OTHER PLAN FEATURES

         AWARD PAYMENT

Awards will be paid in cash following the end of the Plan Year, unless deferral
has been elected under the annual incentive deferral plan, upon completion of
the computation of results.  Required tax amounts will be withheld.
Notwithstanding anything to the contrary, the maximum award payable for a Plan
Year to any individual under the Code shall not exceed $2,500,000.

         PARTIAL YEAR PARTICIPANTS AND CHANGES IN POSITION

Individuals who are hired or promoted into positions that qualify for Plan
participation will be eligible for a pro rata award based on the amount of
salary earned while a participant and the performance levels achieved.

If a participant's responsibilities change during a year and a different part of
the company's performance is used in computing awards for the two positions,
then ordinarily the award will be determined on a pro rata basis relative to the
time spent in the two positions, although exceptions may be made on a case by
case basis.

         TERMINATION

In the event of death, permanent disability (as defined by Knight Ridder's
disability plan) or retirement (as defined in a retirement plan of Knight Ridder
or one of its subsidiaries) prior to the date of payment, a participant (or the
participant's estate) will be entitled to receive a pro rata award based on the
time employed during the year. Pro-rated payments will be made following the end
of the Plan Year and computation of results. Required tax amounts will be
withheld.

In the event of resignation or termination for other reasons at any time during
the Plan Year, no award will be paid.

         EMPLOYMENT RIGHTS

The Plan does not constitute a contract of employment, nor does participation in
one Plan Year guarantee participation in another Plan Year.

                                       5
<PAGE>

Exhibit 1

                      EXAMPLE FINANCIAL AWARD CALCULATIONS*

      ---------------------------------------------------------------------
       OPERATING PROFIT
         PERFORMANCE                   FINANCIAL AWARD PAYOUT OPPORTUNITY
      ---------------------------------------------------------------------

       110% of Target                  200% of Potential Financial Award

       109% of Target                  190% of Potential Financial Award

       108% of Target                  180% of Potential Financial Award

       107% of Target                  170% of Potential Financial Award

       106% of Target                  160% of Potential Financial Award

       105% of Target                  150% of Potential Financial Award

       104% of Target                  140% of Potential Financial Award

       103% of Target                  130% of Potential Financial Award

       102% of Target                  120% of Potential Financial Award

       101% of Target                  110% of Potential Financial Award

       100% of Target                  100% of Potential Financial Award

        99% of Target                  75% of Potential Financial Award

        98% of Target                  50% of Potential Financial Award

        97% of Target                 43.75% of Potential Financial Award

        96% of Target                 37.5% of Potential Financial Award

        95% of Target                 31.25% of Potential Financial Award

        94% of Target                  25% of Potential Financial Award

        93% of Target                 18.75% of Potential Financial Award

        92% of Target                 12.5% of Potential Financial Award

        91% of Target                 6.25% of Potential Financial Award

        90% of Target                   0% of Potential Financial Award

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

*Exhibit 1 outlines financial portion only. Does not reflect non-financial
portion.

                                       6
<PAGE>
--------------------------------------------------------------------------------
Example 1:   Operating Profit Equals 104.5% of Target Performance
--------------------------------------------------------------------------------

PARTICIPANT EARNS A SALARY OF:           $90,000

AWARD PAYOUT OPPORTUNITY AT TARGET:      55% OF SALARY OR $49,500 AT TARGET

            BROKEN DOWN BY COMPONENTS:   80% FINANCIAL PERFORMANCE OR $39,600
                                         20% NON-FINANCIAL PERFORMANCE OR $9,900

EXAMPLE:  OPERATING PROFIT ACHIEVEMENT:    104.5% OF TARGET
          NON-FINANCIAL ACHIEVEMENT:       100% OF GOALS

FINANCIAL PORTION OF AWARD:              $39,600 X 145% = $57,420
NON-FINANCIAL PORTION OF AWARD:          $9,900 X 100%  = $ 9,900
                                                          -------
TOTAL AWARD PAYOUT:                                       $67,320
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
Example 2:   Operating Profit Equals 95% of Target Performance
--------------------------------------------------------------------------------

PARTICIPANT EARNS A SALARY AS FOLLOWS:


1/1/2001 - 6/30/2001     $45,000       (6 MONTHS @ $90,000 ANNUAL BASE)
7/1/2001 - 12/31/2001    $49,000       (6 MONTHS @ $98,000 ANNUAL BASE)
                         -------

                         $94,000        TOTAL ANNUAL SALARY

AWARD PAYOUT OPPORTUNITY AT TARGET:     55% OF SALARY  OR $51,700

         BROKEN DOWN BY COMPONENTS:     80% FINANCIAL PERFORMANCE OR $41,360
                                        20% NON-FINANCIAL PERFORMANCE OR $10,340

EXAMPLE:  OPERATING PROFIT ACHIEVEMENT:  95% OF TARGET
          NON-FINANCIAL ACHIEVEMENT:    100% OF GOALS

FINANCIAL PORTION OF AWARD:             $41,360 X  31.25% = $12,925
NON-FINANCIAL PORTION OF AWARD:         $10,340 X 100% =    $10,340
                                                            -------
TOTAL AWARD PAYOUT:                                         $23,265
-------------------------------------------------------------------


                                       7
<PAGE>
                      BONUS AS A PERCENTAGE OF BASE SALARY
                             FINANCIAL PORTION ONLY

EXHIBIT 2
INTERPOLATION MATRIX
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
              FINANCIAL             $250,000 AND    $150,000 TO    $100,000 TO   $50,000 TO   UP TO $49,000
           PERFORMANCE                  ABOVE         $249,999       $149,999     $99,999
              AS % OF
              TARGET
------------------------------------------------------------------------------------------------------------
<S>             <C>                     <C>             <C>           <C>           <C>            <C>
   MAXIMUM      110.0%                  136.0%          120.0%        104.0%        88.0%          64.0%
                109.0%                  129.2%          114.0%         98.8%        83.6%          60.8%
                108.0%                  122.4%          108.0%         93.6%        79.2%          57.6%
                107.0%                  115.6%          102.0%         88.4%        74.8%          54.4%
                106.0%                  108.8%           96.0%         83.2%        70.4%          51.2%
                105.0%                  102.0%           90.0%         78.0%        66.0%          48.0%
                104.0%                   95.2%           84.0%         72.8%        61.6%          44.8%
                103.0%                   88.4%           78.0%         67.6%        57.2%          41.6%
                102.0%                   81.6%           72.0%         62.4%        52.8%          38.4%
                101.0%                   74.8%           66.0%         57.2%        48.4%          35.2%
    TARGET      100.0%                   68.0%           60.0%         52.0%        44.0%          32.0%
                 99.0%                   51.0%           45.0%         39.0%        33.0%          24.0%
                 98.0%                   34.0%           30.0%         26.0%        22.0%          16.0%
                 97.0%                   29.8%           26.3%         22.8%        19.3%          14.0%
                 96.0%                   25.5%           22.5%         19.5%        16.5%          12.0%
                 95.0%                   21.3%           18.8%         16.3%        13.8%          10.0%
                 94.0%                   17.0%           15.0%         13.0%        11.0%           8.0%
                 93.0%                   12.8%           11.3%          9.7%         8.2%           6.0%
                 92.0%                    8.5%            7.5%          6.5%         5.5%           4.0%
                 91.0%                    4.2%            3.7%          3.2%         2.7%           2.0%
 THRESHOLD       90.0%                    0.0%            0.0%          0.0%         0.0%           0.0%
------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8