EXHIBIT 10(b)

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                               KNIGHT-RIDDER, INC.



                              COMPENSATION PLAN FOR



                              NONEMPLOYEE DIRECTORS




                                                          EFFECTIVE JULY 1, 1997
                                             AS AMENDED THROUGH OCTOBER 24, 2000

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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
     3.1        Time and Form of Payment.......................................3
     3.2        Election to Receive Stock......................................3
     3.3        Determination of Number of Shares of Stock.....................3
     3.4        Registration of Stock..........................................3

ARTICLE IV      BOARD MEETING AND COMMITTEE FEES...............................4
     4.1        Board Meeting Fee..............................................4
     4.2        Committee Meeting Fee..........................................4
     4.3        Committee Chairperson Fee......................................4

ARTICLE V       ANNUAL OPTION GRANTS...........................................4
     5.1        Grant of Options...............................................4
     5.2        Vesting of Options; Expiration.................................4
     5.3        Exercise of Options Following Termination of Service...........5
     5.4        Time and Manner of Exercise of Options.........................5
     5.5        Restrictions on Transfer.......................................6
     5.6        Acceleration of Vesting........................................7

ARTICLE VI      SPECIAL PROVISIONS FOR OUTSIDE DIRECTORS.......................9
     6.1        Outside Directors Eligible for Phantom Share Grant.............9
     6.2        Outside Directors Eligible for Retirement Plan.................9

ARTICLE VII     SHARES AVAILABLE UNDER PLAN....................................9

ARTICLE VIII    RECAPITALIZATION OR REORGANIZATION............................10
     8.1        Authority of the Company and Shareholders.....................10
     8.2        Change in Capitalization......................................10

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ARTICLE IX      TERMINATION AND AMENDMENT OF THE PLAN.........................10
     9.1        Termination...................................................10
     9.2        General Power of Board........................................11
     9.3        When Director Consent Required................................11

ARTICLE X       ADMINISTRATION OF PLAN........................................11

ARTICLE XI      MISCELLANEOUS.................................................11
     11.1       Tax Withholding...............................................11
     11.2       No Right to Reelection........................................11
     11.3       Unfunded Plan.................................................11
     11.4       Other Compensation Arrangements...............................12
     11.5       Securities Law Restrictions...................................12
     11.6       Compliance with Rule 16b-3....................................12
     11.7       Expenses......................................................12
     11.8       Governing Law; Venue..........................................12

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                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
                      (AS AMENDED THROUGH OCTOBER 24, 2000)


         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:

         2.1   "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.

         2.2   "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.

         2.3   "Board" means the Board of Directors of the Company.

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

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

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

         2.7   "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.

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

         2.9   "Effective Date" means July 1, 1997.

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

         2.11  "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 quoted on the composite tape,
"fair market value" shall be the closing sales price on 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 Board.

         2.12  "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.

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

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

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

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

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

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

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


                                   ARTICLE III
                               ANNUAL RETAINER FEE

         3.1    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 the 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.

         3.2    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 of any 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. Any such election shall remain in effect for
each succeeding calendar year unless the Director has amended or revoked the
election in writing on or before November 30 of the preceding calendar year.

         3.3    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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         3.4   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

         4.1    BOARD 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.

         4.2   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.

         4.3  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.

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                                    ARTICLE V
                              ANNUAL OPTION GRANTS

         5.1   GRANT OF OPTIONS. Beginning with December 1997, an annual option
grant will be made by the Compensation Committee of the Board to each Director
to purchase such number of shares of 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, which shall be determined by the
Compensation Committee of the Board, and shall be subject to the vesting
schedule provided in Section 5.2 and to the other terms and conditions provided
for herein.

         5.2   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.

         5.3   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,

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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.

         5.4   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. 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 the Company's Designated
Broker to effect on the date such instruction is given to the Company's
Designated Broker (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, the Company's
Designated Broker 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. Exercise of any Options
shall comply with Rule 16b-3 of the Exchange Act.

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               (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
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).

         5.5   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.

         5.6   ACCELERATION OF VESTING. All options granted hereunder to
Directors who have not ceased to be a member of the Board shall become fully
vested and exercisable upon a `Change of Control' of the Company. Change of
Control means the occurrence of any of the following:

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

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

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

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

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

               (ii) A corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of the common stock of the Company.

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

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                                   ARTICLE VI
                    SPECIAL PROVISIONS FOR OUTSIDE DIRECTORS

         6.1   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."

         6.2   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
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.

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                                  ARTICLE VIII
                       RECAPITALIZATION OR REORGANIZATION

         8.1    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.

         8.2    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
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

         9.1   TERMINATION. The Plan shall terminate at such date as determined
by the Board in its 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.

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         9.2    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.

         9.3    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, including the
right to continued crediting of dividend equivalents.


                                    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,
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

        11.1   TAX WITHHOLDING. The Company shall have the right to withhold
from payments made to a Director or Beneficiary (under the Plan or otherwise),
or to cause a Director or Beneficiary to pay or make arrangements satisfactory
to the Company for the payment of any federal, state, local or foreign taxes
required to be withheld with respect to any award or payment under the Plan.

        11.2   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.

        11.3   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

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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.

         11.4   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.

         11.5   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
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.

         11.6   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.

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

         11.8   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 Santa Clara County, California.

                                      -12-
<PAGE>

                               KNIGHT-RIDDER, INC.
                   COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                  APPENDIX ONE

                 AMOUNTS OF COMPENSATION AS OF OCTOBER 24, 2000



PLAN SECTION NUMBER        FORM OF COMPENSATION                  AMOUNT

      2.1                  Annual Retainer Fee                   $40,000

      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                   4,000 Options

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