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                                                                  Exhibit 10 (g)









                               KNIGHT-RIDDER, INC.

                         ANNUAL INCENTIVE DEFERRAL PLAN











                                                      Effective November 1, 1996






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                               KNIGHT-RIDDER, INC.
                         ANNUAL INCENTIVE DEFERRAL PLAN


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.    PURPOSE AND INTENT OF PLAN...............................................1

2.    DEFINITIONS..............................................................1

3.    ELECTION TO DEFER BONUS AND COMPENSATION.................................3

4.    TRANSFER TO TRUSTEE......................................................3

5.    PARTICIPANT'S DEFERRAL ACCOUNT...........................................4

6.    TIME AND FORM OF DISTRIBUTION OF DEFERRAL ACCOUNT........................4

7.    DEATH BENEFIT............................................................6

8.    HARDSHIP DISTRIBUTION....................................................6

9.    DISTRIBUTION UPON CHANGE IN CONTROL......................................6

10.   ADMINISTRATION OF PLAN...................................................8

11.   INTENDED TAX CONSEQUENCES...............................................10

12.   INTENDED ERISA CONSEQUENCES.............................................11

13.   AMENDMENT OR TERMINATION................................................11

14.   MISCELLANEOUS...........................................................11


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               KNIGHT-RIDDER, INC. ANNUAL INCENTIVE DEFERRAL PLAN
               --------------------------------------------------

            The KNIGHT-RIDDER, INC. ANNUAL INCENTIVE DEFERRAL PLAN is hereby
established by Knight-Ridder, Inc. effective November 1, 1996.

            1. PURPOSE AND INTENT OF PLAN. This Plan is created for the purpose
of affording to eligible Participants the opportunity to defer payment of
compensation until a future date. The Plan is intended to qualify as an unfunded
deferred compensation plan maintained primarily to provide deferred compensation
for eligible Participants, all of whom are members of a select group of
management or highly compensated employees of the Company for purposes of the
Employee Retirement Income Security Act of 1974, as amended.

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

               (a) "Amount Deferred" means the amount of bonus or Compensation
the payment of which is deferred pursuant to the Participant's election provided
in Section 3 hereof.

               (b) "Annual Incentive Plan" means the Company's annual
performance bonus program also known as the Management By Objective ("MBO")
Bonus Plan.

               (c) "Beneficiary" means the person designated by the Participant
to receive benefits hereunder following the death of the Participant, or the
person designated by such Beneficiary to receive benefits hereunder following
the death of the Beneficiary.

               (d) "Board" means the Board of Directors of the Company.

               (e) "Code" means the Internal Revenue Code of 1986, as amended.

               (f) "Committee" means the Compensation Committee of the Board or
any other committee appointed by the Board to assume the Committee's rights and
responsibilities hereunder.

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

               (h) "Compensation" means all of each Participant's basic annual
compensation, bonuses other than the MBO bonus, short-term sick or injury leave
pay not paid through insurance, incentive pay, and amounts not includable in
gross income by reason of a deferral election made by the Participant under Code
Section 125 or 401(k). Notwithstanding the foregoing, the Committee shall
determine what proportion of each Participant's Compensation may be eligible for
deferral hereunder in any Plan Year.

               (i) "Controlled Group" means that group of entities consisting of
(i) the Company, (ii) any corporation which is a member of a controlled group of
corporations (as defined in Code Section 414(b)) that includes the Company,
(iii) any trade or business (whether or not incorporated)

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that is under common control (as defined in Code Section 414(c)) with the
Company, (iv) Fort Wayne Newspapers, Inc. and (v) Fort Wayne News-Sentinel.

               (j) "Deferral Account" means the account or accounts maintained
by the Plan Administrator to which shall be credited a Participant's Amount
Deferred for each year and the amount, if any, of the proceeds of the deemed
investment and reinvestment thereof, as referred to in Section 5 hereof.

               (k) "Deferral Election" means the written notice on the form
provided by the Plan Administrator by which a Participant elects to defer the
receipt of an MBO bonus or Compensation.

               (l) "Disability" means, with respect to any Participant, that a
determination has been made under the Employer's long-term disability plan that
the Participant is, or after satisfaction of any applicable waiting period will
be, eligible for disability benefits or, if the Participant is not covered by
the Employer's long-term disability plan, a determination has been made by the
Plan Administrator that the Participant would be eligible for such benefits if
the Participant were covered by the Employer's long-term disability plan. No
other determination or definition of disability or disabled status shall govern
for purposes of this Plan.

               (m) "Distribution Date" means the date(s) for distribution of all
or a portion of a Participant's Deferral Account described at Section 6(a)
hereof.

               (n) "Distribution Event" means any of the events permitting
distribution of all or a portion of a Participant's Deferral Account described
at Section 6(a) hereof.

               (o) "Employee" means any person employed by any member of the
Controlled Group.

               (p) "Employer" means the Company and any other member of the
Controlled Group.

               (q) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

               (r) "MBO Bonus" means the bonus compensation to which each
Participant may become eligible under the Annual Incentive Plan.

               (s) "Participant" means any Employee of the Employer who is
eligible to receive an MBO Bonus.

               (t) "Plan" means the Knight-Ridder, Inc. Annual Incentive
Deferral Plan set forth herein.

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               (u) "Plan Administrator" means the Compensation Committee of the
Board or such other person or committee as may be appointed from time to time by
the Board in accordance with Section 10 hereof to supervise the administration
of the Plan.

               (v) "Plan Year" means the calendar year.

            3. ELECTION TO DEFER BONUS AND COMPENSATION.

               (a) 1996 Elections. During November 1996, each Participant shall
be entitled to elect to defer receipt of any percentage of the MBO Bonus that
the Participant otherwise would be entitled to receive from the Company for
services performed in 1996 and 1997, which MBO Bonus payments are otherwise
scheduled to be paid in March 1997 and March 1998, respectively.

               (b) 1997 and Subsequent Elections. Except as provided in the
following sentence, during November 1997 and November of each subsequent year
that this Plan remains in effect, each Participant shall be entitled to elect to
defer receipt of any percentage of the MBO Bonus or any percentage of
Compensation established by the Committee as eligible for deferral hereunder
that the Participant otherwise would be entitled to receive from the Employer
for services performed in the calendar year immediately following the year of
election. Notwithstanding the foregoing, within 30 days after the date the
Participant first becomes eligible to participate in the Plan, the newly
eligible Participant may make an election to defer Compensation for services to
be performed after, and during the Plan Year of, the election.

               (c) Written Election. The Participant may elect to defer the
receipt of bonus or Compensation as provided herein by filing a Deferral
Election with the Plan Administrator on the form and in the manner required by
the Plan Administrator.

            4. TRANSFER TO TRUSTEE. In order to assist the Company in providing
for the payment of deferred compensation under the Plan, the Company will
establish the Knight-Ridder, Inc. Annual Incentive Deferral Plan Trust (the
"Trust") and shall transfer to the then acting trustee of the Trust (the
"Trustee") on behalf of each Employer an amount equal to each Participant's
Amount Deferred, within 15 business days following the close of the month during
which the Amount Deferred otherwise would have been paid to the Participant but
for the Participant's Deferral Election. Thereafter, all such amounts shall be
invested and reinvested as determined by such Trustee, as permitted by the Plan,
and, so long as not otherwise prohibited by the terms of the Trust, paid from
the Trust to each Participant or his Beneficiary in satisfaction of the Plan's
payment obligation hereunder. The Trust and any assets held by the Trust to
assist the Plan in meeting its obligations hereunder will conform to the
substantive terms of the trust described in Internal Revenue Service Revenue
Procedure 92-64.


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            5. PARTICIPANT'S DEFERRAL ACCOUNT.

               (a) Deferral Account Credit. Each Participant's Amount Deferred
shall be credited to the Participant's Deferral Account. There shall be
established a separate Deferral Account for the Amount Deferred for each Plan
Year, which shall be accounted for separately by the Plan Administrator from the
Amounts Deferred for each other Plan Year.

               (b) Deemed Investment Direction. For purposes of determining the
amount to be paid to the Participant hereunder, the Plan Administrator may
permit each Participant to elect from among certain investments, including stock
of the Company, in which the Participant's Deferral Account shall be deemed to
be invested. Notwithstanding this deemed investment election by the Participant,
none of the Company, the Plan Administrator or the Trustee is required to
purchase or hold any specific investments for payment to or on behalf of the
Participant. The Participant shall have the right from time to time to notify
the Plan Administrator or its designee of his or her desire to change the deemed
investment of one or more of his or her Deferral Accounts from among the
available investment funds by giving notice to the Plan Administrator or its
designee in the manner specified by the Plan Administrator provided, however,
that the Plan Administrator or its designee shall not be obliged to follow such
notice. The Plan Administrator may impose limitations on the timing and
frequency of any such changes.

               (c) Deferral Account Adjustments. The amount of the Participant's
Deferral Account shall be adjusted periodically, and no less often than once
every 12 months as of the last day of the Plan Year, for the amount of any net
appreciation or net depreciation, and for the amount of any net income or net
loss, in the assets in which the Participant's Deferral Account is deemed to be
invested. The Plan Administrator shall provide or cause to be provided to the
Participant periodically, and no less often than once every 12 months as of the
last day of the Plan Year, a statement reflecting the amount of the
Participant's Deferral Account assuming that the Deferral Account had been
invested in accordance with the Participant's deemed investment election
referred to above. The amount of the Participant's Deferral Account, as adjusted
for deemed investment performance as provided above, is the amount to be paid to
the Participant or his or her Beneficiary under the Plan, regardless of how
Trust assets actually have been invested.

            6. TIME AND FORM OF DISTRIBUTION OF DEFERRAL ACCOUNT.


               (a) Distribution Date and Events. Distribution of the amount of a
Participant's Deferral Account shall be deferred until the earliest to occur of
the following events: (i) as soon as practical following the date of the
Participant's termination of employment before, at or after age 65, other than
due to Disability, (ii) as soon as practical following the date of the
Participant's death, (iii) six months after the date of the onset of the
Participant's Disability, (iv) as soon as practical following the date of the
Committee's determination of the Participant's financial hardship, as provided
for in Section 8, or (v) as soon as practical following the April 15th selected
by the Participant in his or her Deferral Election that occurs at least three
years after the date that payment

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of the Amount Deferred otherwise would have been paid to the Participant but for
the Deferral Election.

               (b) Lump Sum Distribution Generally. Except as provided below,
the Trustee shall distribute a Participant's Deferral Account in a lump sum cash
payment, less withholding for applicable taxes, upon the Distribution Date
following the occurrence of a Distribution Event with respect to a Participant.
Any stock of the Company held in the Trust will be liquidated and the proceeds
thereof used to make cash payments required hereunder. If assets of the Trust
are insufficient to pay the value of a Participant's Deferral Account at the
time the Participant is entitled to a distribution under the Plan, the
Participant shall have the right to receive payment of such shortfall from the
Employer.

               (c) Election of Installment Payments. Notwithstanding the
foregoing, a Participant may elect to receive distribution of all, but not less
than all, of his or her Deferral Accounts in up to five substantially equal
annual installments, with the first payment to be made on the Distribution Date
provided under subsection 6(a), above, with the remaining annual installments to
be made as near as possible to the same date in each subsequent year until
complete distribution of the Participant's Deferral Account. An election for
distribution to occur in installments must be made in the form and manner
provided by the Plan Administrator and at least one year before the Distribution
Date that otherwise would apply under subsection 6(a), above, except for
distribution resulting from the Participant's termination of employment due to
Disability, in which case the election of installment payments must be made at
least six months before the Distribution Date that otherwise would apply under
subsection 6(a), above. A Participant's election to receive installment payments
may be changed only if the revised election is made at least one year before the
Distribution Date that otherwise would apply under subsection 6(a).

               (d) Limit on Nondeductible Distribution. Notwithstanding the
foregoing provisions concerning distribution to a Participant, if the Plan
Administrator reasonably determines that distribution to a Participant of any
portion of the benefit due to the Participant hereunder will not be deductible
by the Company for income tax purposes because of the limit imposed by Code
Section 162(m), distribution of the excess amount will be deferred until the
first date following termination of the Participant's employment on which the
Plan Administrator reasonably determines that distribution of the excess amount
will be deductible by the Company for income tax purposes. For purposes of this
subsection, the term "excess amount" means the amount by which the limit on
deductible payments under Code Section 162(m) would be exceeded by distribution
to the Participant of the benefit due under the Plan, after first taking into
consideration taxable compensation payments to the Participant under all other
agreements or arrangements with the Company or any member of the Controlled
Group. The excess amount shall remain credited to the Participant's Deferral
Account and subject to all other terms and conditions of the Plan until
distributed to the Participant or Beneficiary.

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            7. DEATH BENEFIT.

               (a) Deferral Accounts Distributed in Lump Sum Upon Death. In the
event of a Participant's death before total distribution of his or her Deferral
Accounts, the amount of the Participant's Deferral Accounts shall be distributed
in a lump sum to the Participant's Beneficiary. Distribution to the
Participant's Beneficiary shall be made on the first Distribution Date following
the Participant's death, or on such other date as prescribed by the Plan
Administrator.

               (b) Beneficiary. Except as provided otherwise on a beneficiary
designation form, the Participant's Beneficiary shall be the Participant's
surviving spouse, if any, or, if there is no surviving spouse, the Beneficiary
shall be the Participant's estate. The Participant may name a Beneficiary other
than the Participant's surviving spouse or estate by designating a different
person(s) on the beneficiary designation form provided by, and available upon
the Participant's request from, the Plan Administrator.

            8. HARDSHIP DISTRIBUTION. If a Participant suffers an unforeseeable
emergency (as hereinafter defined), the Plan Administrator may authorize a
hardship distribution to the Participant from the Participant's Deferral
Account. An unforeseeable emergency is an unanticipated emergency that is caused
by an event beyond the control of the Participant and that would result in
severe financial hardship to the Participant if early distribution is not
permitted. Any distribution permitted under this Section shall be limited to the
amount reasonably needed to satisfy the Participant's financial need. The amount
of hardship distribution shall reduce the Participant's Deferral Account.

            9. DISTRIBUTION UPON CHANGE IN CONTROL.

               (a) Lump Sum Distribution. Notwithstanding the provisions of
Section 6, above, in the event of a Change of Control of the Company or a Change
in Control of the Participant's Employer, as defined herein, the Trustee
immediately shall distribute the Participant's Deferral Accounts held under the
Trust to the Participant in a lump sum.

               (b) Change In Control of the Company. For purposes of this Plan,
a "Change in Control of the Company" shall be deemed to have occurred if:

                   (i)   individuals who, as of the effective date of this Plan,
constitute the entire Board ("Incumbent Directors") cease for any reason to
constitute at least a majority of the Board (the "Board"); provided, however
that any individual becoming a director subsequent to the date of this Plan
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the then Incumbent Directors (other
than any such individual whose initial assumption of office is the result of an
actual or threatened election contest relating to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Company) shall also be an Incumbent
Director;

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<PAGE>


                   (ii)  consummation of any merger, consolidation or
reorganization of the Company (or, if the capital stock of the Company is
affected, any Subsidiary (as defined below)) or any sale, lease, or other
disposition (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the
assets of the Company (each of the foregoing being an "Acquisition Transaction")
where (A) the shareholders of the Company immediately prior to such Acquisition
Transaction would not immediately after such Acquisition Transaction
beneficially own, directly or indirectly, shares representing in the aggregate
more than 65% of (I) the then outstanding common stock of the corporation
surviving or resulting from such merger, consolidation or recapitalization or
acquiring such assets of the Company, as the case may be (the "Surviving
Corporation") (or of its ultimate parent corporation, if any) and (II) the
Combined Voting Power (as defined below) of the then outstanding Voting
Securities (as defined below) of the Surviving Corporation (or of its ultimate
parent corporation, if any); (B) the Incumbent Directors at the time of the
initial approval of such Acquisition Transaction would not immediately after
such Acquisition Transaction constitute a majority of the Board of Directors of
the Surviving Corporation (or of its ultimate parent corporation, if any); or
(C) any Person (including any corporation resulting from such Acquisition
Transaction and any employee benefit plan (or related trust) of such
corporation) would beneficially own directly or indirectly, 20% or more of
either (i) the then outstanding shares of common stock of the corporation
resulting from such Acquisition Transaction or (ii) the Combined Voting Power of
all then outstanding Voting Securities of such corporation except to the extent
that such ownership existed prior to the Acquisition Transaction; or

                   (iii) the shareholders of the Company shall approve any plan
or proposal for the liquidation or dissolution of the Company; or

                   (iv)  any Person (as defined below) shall become the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of
securities of the Company representing in the aggregate 20% or more of either
(i) the then outstanding shares of Company Common Stock ("Common Stock"), or
(ii) the Combined Voting Power of all then outstanding Voting Securities of the
Company; provided, however, that notwithstanding the foregoing, a Change in
Control of the Company shall not be deemed to have occurred for purposes of this
clause (d) solely as the result of:

                         (1) an acquisition of securities by the Company which,
by reducing the number of shares of Common Stock or other Voting Securities
outstanding, increases (I) the proportionate number of shares of Common Stock
beneficially owned by any Person to 20% or more of the shares of Common Stock
then outstanding or (II) the proportionate voting power represented by the
Voting Securities beneficially owned by any Person to 20% or more of the
Combined Voting Power of all then outstanding Voting Securities; or

                         (2) an acquisition of securities directly from the
Company, except that this subsection shall not apply to:

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                             a. any conversion of a security that was not
acquired directly from the Company; or

                             b. any acquisition of securities if the Incumbent
Directors at the time of the initial approval of such acquisition would not
immediately after (or otherwise as a result of) such acquisition constitute a
majority of the Board;

provided, however, that if any Person referred to in subsections (1) or (2) of
this clause (iv) shall thereafter become the beneficial owner of any additional
shares of Company Common Stock or other Voting Securities of the Company (other
than pursuant to a stock split, stock dividend or similar transaction or an
acquisition exempt under such subsection (B)), then a Change in Control of the
Company shall be deemed to have occurred for purposes of this clause (iv).

                   (v)   For purposes of this Plan:

                         (1) "Person" shall mean any individual, entity
(including, without limitation, any corporation, partnership, trust, joint
venture, association or governmental body and any successor to any such entity)
or group (as defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act and
the rules and regulations thereunder); provided, however, that Person shall not
include a Participant, the Company, any of its Subsidiaries, any employee
benefit plan (or related trust) of the Company or its Subsidiaries or any entity
organized, appointed or established by the Participant, the Company or any of
its Subsidiaries for or pursuant to the terms of any such plan, or any of their
affiliates;

                         (2) "Voting Securities" shall mean all securities of a
corporation having the right under ordinary circumstances to vote in an election
of the board of directors of such corporation; and

                         (3) "Combined Voting Power" shall mean the aggregate
votes entitled to be cast generally in the election of directors of a
corporation by holders of then outstanding Voting Securities of such
corporation.

                         (4) "Third Party" shall mean a third party who has
indicated an intention, or taken steps reasonably calculated, to effect a Change
in Control of the Company.

               (c) Change In Control of the Participant's Employer. Change of
Control with respect to the Participant's Employer means any transaction by
which the Participant's Employer no longer is a member of the Controlled Group.

            10. ADMINISTRATION OF PLAN.

                (a) Plan Administrator Appointment. The Plan shall be
administered by the Committee, or such other persons or committee as the Board
may appoint from time to time.

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<PAGE>

                (b) Duties of Administrator. It shall be a principal duty of the
Plan Administrator to see that the Plan is carried out, in accordance with its
terms, for the exclusive benefit of Participants without discrimination among
them. The Plan Administrator will have full power to administer the Plan in all
of its details, subject to applicable requirements of law. For this purpose, the
Plan Administrator's powers will include, but will not be limited to, the
following authority, in addition to all other powers provided by this Plan:

                    (i) To make and enforce such rules and regulations as it
deems necessary or proper for the efficient administration of the Plan,
including such rules pertaining to the claims procedures provided below;

                    (ii) To interpret the Plan, its interpretation thereof in
good faith to be final and conclusive on all persons claiming benefits under the
Plan;

                    (iii) To decide all questions concerning the Plan and the
eligibility of any person to participate in the Plan;

                    (iv) To appoint such agents, counsel, accountants,
consultants and other persons as may be required to assist in administering the
Plan; and

                    (v) To allocate and delegate its responsibilities under the
Plan and to designate other persons to carry out any of its responsibilities
under the Plan, any such allocation, delegation or designation to be in writing.

                (c) Examination of Records. The Plan Administrator will make
available to each Participant such of his or her records under the Plan as
pertain to him or her, for examination at reasonable times during normal
business hours.

                (d) Reliance on Tables, etc. In administering the Plan, the Plan
Administrator will be entitled to the extent permitted by law to rely
conclusively on all tables, valuations, certificates, opinions and reports which
are furnished by accountants, counsel or other experts employed or engaged by
the Plan Administrator.

                (e) Nondiscriminatory Exercise of Authority. Whenever, in the
administration of the Plan, any discretionary action by the Plan Administrator
is required, the Plan Administrator shall exercise its authority in a
nondiscriminatory manner so that all persons similarly situated will receive
substantially the same treatment.


                (f) Indemnification of Plan Administrator. The Company agrees to
indemnify and to defend to the fullest extent permitted by law any Employee
serving as the Plan Administrator or as a member of a committee designated as
Plan Administrator (including any Employee or former Employee who formerly
served as Plan Administrator or as a member of such committee) against all
liabilities, damages, costs and expenses (including attorneys' fees and amounts
paid in settlement of

                                      -9-
<PAGE>


any claims approved by the Company) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.

                (g) Claims Procedure. A Participant or Beneficiary who believes
that he or she is being denied a benefit to which he is entitled under the Plan
(hereinafter referred to as a "Claimant") may file a written request for such
benefit with the Plan Administrator, setting forth the claim.

                    (i) Upon receipt of a claim, the Plan Administrator shall
advise the Claimant that a reply will be forthcoming within ninety (90) days and
shall, in fact, deliver such reply within such period. The Plan Administrator
may, however, extend the reply period for an additional ninety (90) days for
reasonable cause. If the claim is denied in whole or in part, the Plan
Administrator shall advise the Claimant in writing of its determination, using
language calculated to be understood by the Claimant, setting forth: (1) the
specific reason or reasons for such denial; (2) the specific reference to
pertinent provisions of this Plan on which such denial is based; (3) a
description of any additional material or information necessary for the Claimant
to perfect his claim and an explanation why such material or such information is
necessary; (4) appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review; and (5) the time limits for
requesting a review under subsection (ii).

                    (ii) Within sixty (60) days after the receipt by the
Claimant of the written determination described above, the Claimant may request
in writing that the Plan Administrator review the determination. The Claimant or
his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Plan Administrator. If the Claimant does not request a review of the
determination within such sixty (60) day period, the Claimant shall be barred
and estopped from challenging the Plan Administrator's determination.

                    (iii) Within sixty (60) days after receipt of a request for
review, the Plan Administrator will review its previous determination. After
consideration of all materials presented by the Claimant, the Plan Administrator
will render a written determination, written in a manner calculated to be
understood by the Claimant, setting forth the specific reasons for the decision
and containing specific references to the pertinent provisions of the Plan on
which the determination is based. If special circumstances require that the
sixty (60) day time period be extended, the Plan Administrator will so notify
the Claimant and will render the decision as soon as possible, but no later than
one hundred twenty (120) days after receipt of the request for review.


            11. INTENDED TAX CONSEQUENCES. The parties acknowledge that it is
their intent that the Participant's Amount Deferred and any earnings thereon
while held by the Trust will not be subject to income taxes to the Participant
until the Participant (or his or her Beneficiary) receives any amount hereunder
and will not be deductible by the Company until payment hereunder. The
Participant's Amount Deferred will be subject to employment taxes, with respect
to which the Employer shall report and withhold appropriately. However, if any
portion of an Amount Deferred is found in a "determination" (within the meaning
of Section 1313(a) of the Code) to have been

                                      -10-
<PAGE>

includable in gross income by a Participant before distribution of such amounts
to the Participant under the Plan, such amounts shall be immediately paid to the
Participant, notwithstanding any other provision of the Plan or of the
Participant's Deferral Election. The amount of any such payment shall reduce the
Participant's Deferral Account.

            12. INTENDED ERISA CONSEQUENCES. If it is determined, as defined
below, that the Plan does not qualify as an unfunded deferred compensation plan
maintained primarily to provide deferred compensation for eligible Participants,
all of whom are members of a select group of management or highly compensated
employees of the Employer for purposes of ERISA, then the Company may terminate
the entire Plan or discontinue the participation of those Participants with
respect to whom such determination is made. In that case, the Deferral Accounts
of all such Participants shall be immediately paid to such Participants,
notwithstanding any other provision of the Plan or of the Participant's Deferral
Election. For purposes of this Section, the term "determined" means determined
by the Company or the Plan Administrator in the sole discretion of either or
determined by a court of competent jurisdiction the decision of which cannot be
appealed or with respect to which the appeal period has expired without any
party filing a notice of appeal.

            13. AMENDMENT OR TERMINATION. The Company may amend the Plan in
whole or in part, at any time or from time to time. The Company also reserves
the right to terminate the Plan in whole or in part at any time. Any such
amendment or termination may apply to all or any designated classes of
Participants. If the Company terminates the Plan in full or in part, it shall so
advise the Plan Administrator and the Plan Administrator shall direct that all
Deferral Accounts held under the Trust for Participants affected by such
termination be distributed in lump sums as soon as practical following the
effective date of such termination. Alternatively, the Company may cease
deferrals under the Plan but permit the Trust under the Plan to continue in
existence as long as is necessary to pay all Deferral Accounts in accordance
with the Plan. On or after the effective date of termination, no MBO bonus or
Compensation or amounts may be deferred hereunder.

            14. MISCELLANEOUS.

                (a) Non-assignability of Benefits. Neither the Participant, his
designated beneficiary nor any other beneficiary under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate or otherwise
encumber any part or all of the amounts payable hereunder, which are expressly
declared to be unassignable and non-transferable. Any such attempted assignment
or transfer shall be void. No amount payable hereunder shall, before actual
payment thereof, be subject to seizure by any creditor of any such beneficiary
for the payment of any debt, judgment or other obligation, by a proceeding at
law or in equity, nor transferable by operation of law in the event of the
bankruptcy, insolvency or death of the Participant, his designated beneficiary
or any other beneficiary hereunder.

                (b) Information to be Furnished. Participants shall provide the
Plan Administrator with such information and evidence, and shall sign such
documents, as may reasonably be requested from time to time for purposes of
administration of the Plan.

                                      -11-
<PAGE>

                (c) Non-Guarantee of Employment. The establishment of the Plan
shall not be construed to confer upon an Employee or Participant any legal right
to be retained in the employ of any Employer. All employees will remain subject
to discharge, with or without cause, to the same extent as if the Plan had never
been adopted, and may be treated without regard to the effect such treatment
might have upon them under the Plan. Nothing in the Plan shall be deemed to be
an agreement, consideration, inducement, or condition of employment.

                (d) Successors. The obligations of any Employer under the Plan
shall be binding and enforceable upon any successor entity.

                (e) Governing Law; Venue; Limitations Period. The Plan shall be
construed in accordance with the laws of the State of Florida to the extent not
preempted by ERISA. Any legal action or proceeding hereunder may be brought only
following exhaustion of the Participant's administrative remedies and within a
period of three years from the date the claim was incurred, unless other
applicable law would permit a longer period of time within which to bring an
action. Any such legal action or proceeding may be initiated only in Dade
County, Florida or the county in which the Employer of the Participant has its
principal place of business.

                IN WITNESS WHEREOF, the Company has caused this Knight-Ridder,
Inc. Annual Incentive Deferral Plan to be signed effective as provided above.

                                        KNIGHT-RIDDER, INC.



                                        By:_____________________________________