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<TYPE>EX-10
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<FILENAME>icplan12006.txt
<DESCRIPTION>INCENTIVE COMP PLAN - TEXT
<TEXT>
THE WASHINGTON POST COMPANY
INCENTIVE COMPENSATION PLAN
 
As amended and restated on January 20, 2006
 
 
Table of Contents
 
 
 
1.  Purposes                           1
2.  Administration of the Plan          1
3.  Participation                      2
4.  Duration of Plan                    2
5.  Annual Incentive Provision          2
6.  Determination of Annual Awards      4
7.  Method Payment of Annual Awards
    and Time of Payment                 5
8.  Long-Term Incentive Award Cycles;
    Awards                              5
9.  Restricted Stock                    6
10. Performance Units                  11
11. Expenses                           14
12. Adjustments in Class B Common
    Stock                             14
13. Amendment                          14
 
        THE WASHINGTON POST COMPANY
        INCENTIVE COMPENSATION PLAN
 
          As Amended and Restated
 
             on January 20, 2006
 
 
 
1.  Purposes
 
        The purposes of this Incentive Compensation
Plan (hereinafter called the Plan) of The
Washington Post Company, a Delaware corporation
(hereinafter called the Company), are (a) to
provide greater incentives to key employees to
increase the profitability of the Company and
its subsidiaries and (b) to strengthen the ability
of the Company and its subsidiaries to attract,
motivate and retain persons of merit and competence
upon which, in large measure, continued growth and
profitability depend.
 
2.  Administration of the Plan
 
        The Plan shall be administered by the
Compensation Committee of the Board of Directors
of the Company (hereinafter called the Committee)
as constituted from time to time by the Board of
Directors.  No member of the Committee shall be
eligible to participate in the Plan.  The Committee
shall have full power and authority to make all
decisions and determinations with respect to the
Plan, including without limitation the power and
authority to interpret and administer the Plan,
adopt rules and regulations and establish terms
and conditions, not inconsistent with the provisions
of the Plan, for the administration of its business
and the implementation of the Plan.
 
3.  Participation
 
        (a)  Participation in the Plan shall be
extended to senior executives, key managers and
key personnel of the Company and its subsidiaries
who, in the opinion of the Committee, are mainly
responsible for the management of the operations
of the Company and its subsidiaries or who are
otherwise in a position to make substantial
contributions to the management, growth and/or
success of the business of the Company.
 
        (b)  Directors, as such, shall not participate
in the Plan, but the fact that an employee is also a
Director of the Company or a subsidiary shall not
prevent his or her participation.
 
        (c)  As used in the Plan, the term Company
shall mean The Washington Post Company and any
subsidiary thereof.
 
        (d)  The Plan shall not be deemed to
preclude the making of any award pursuant to
any other compensation, incentive, bonus or stock
option plan which may be in effect from time to time.
 
4.  Duration of Plan
 
        The Plan shall remain in effect until
terminated by the Board of Directors; provided,
however, that the termination of the Plan shall
not affect the delivery or payment of any award
made prior to the termination of the Plan.
 
5.  Annual Incentive Provision
 
        (a) For each fiscal year, the Committee
may make annual incentive awards in an aggregate
amount not to exceed the Maximum Incentive Credit
(as hereinafter defined) for such year.  All annual
incentive awards granted under the Plan are hereinafter
collectively referred to as Annual Awards.
 
        (b)  The term Maximum Incentive Credit,
as used herein, shall mean for any year an amount
determined as follows:  (i) there shall first be
calculated an amount equal to twelve (12) percent of
Stockholders Equity (hereinafter called the Basic
Return on Equity); (ii) there shall then be deducted
from Consolidated Profit Before Income Taxes an amount
equal to the Basic Return on Equity, the excess (if any)
being hereinafter called Incentive Profit; (iii)
the Maximum Incentive Credit shall be ten (10) percent
of Incentive Profit.  The term Consolidated Profit
Before Income Taxes, as used herein, shall mean for
any year the sum of (i) the profit before income taxes
(exclusive of special credits and charges and
extraordinary items) included in the Consolidated
Statement of Income of the Company for such year and
(ii) the amount of incentive compensation provided for
in computing such profit before income taxes.
The term Shareholders Equity, as used herein,
shall mean for any year the amount reported as
stockholders equity (or the comparable item, however
designated) at the end of the preceding year as
included in the Consolidated Balance Sheet of the
Company for the preceding year, with appropriate
pro rata adjustments, as approved by the Committee,
for any change during the year arising from any
increase or decrease in outstanding capital stock.
 
        (c)  During the last month of each fiscal
year, the Vice President-Finance of the Company shall
advise the Committee of the estimated Maximum Incentive
Credit for such fiscal year and the Committee shall
determine the employees who are to receive awards for
such fiscal year and the amount of each such award.
 
        (d)  As soon as practicable after the close
of each fiscal year, the Companys independent public
accountants shall calculate and certify to the Committee
the Maximum Incentive Credit for such fiscal year.
 
        (e)  The amount determined and reported by the
Companys independent auditors as the Maximum Incentive
Credit for any fiscal year shall be final, conclusive
and binding upon all parties, including the Company,
its stockholders and employees, notwithstanding any
subsequent special item or surplus charge or credit
that may be considered applicable in whole or in part
to such fiscal year; provided that if the amount actually
awarded for any fiscal year should later be determined
by a court of competent jurisdiction to have exceeded
the Maximum Incentive Credit for such fiscal year, the
Maximum Incentive Credit for the fiscal year next
succeeding such determination shall be reduced by the
amount of such excess.  Any such excess shall thus be
corrected exclusively by adjustments of the amounts
subsequently available for awards and not by recourse
to the Company, the Board of Directors, the Committee,
any participant or any other person.
 
6.  Determination of Annual Awards
 
        The Committee shall, consistent with all
applicable provisions of the Plan, determine the
participants to receive Annual Awards for each fiscal
year, the amount and the form of each Annual  Award,
and the other terms and conditions applicable thereto.
The value of the Annual Awards payable to any one
participant with respect to any fiscal year shall not
exceed in value the lesser of 200% of a participants
base earnings or $5 million.  In determining the terms
and conditions of the Annual Award, the Committee shall,
in the case of each participant who is an executive
officer of the Company (for purposes of Item 402 of
Regulation S-K under the Securities Exchange Act of
1934), establish in writing, not later than 90 days
after the commencement of the fiscal year, performance
goals relating to one or more of the following:
operating income, cash flow, earnings per share,
return on assets, return on equity, operating
margins, economic value added (EVA), cash flow
margins, shareholder return, cost control and/
revenue growth measurements, which may be in respect
of the Company, as a whole, or any business unit thereof,
which will have to be achieved if such executive
officer is to receive payment  for an Annual Award.
 
7.  Method Payment of Annual Awards and Time of Payment
 
        (a)  All Annual Awards shall be made in cash.
 
        (b)  All Annual Awards shall be paid in a
lump sum as soon as practicable in the year following
the fiscal year to which the award relates , except as
otherwise provided herein below.
 
        (c)  The Committee may, in its sole
discretion, establish terms and conditions under
which a participant may elect to defer the payment
of an award in whole or in part pursuant to
The Washington Post Company Deferred Compensation
Plan (the Deferred Compensation Plan).
 
8.  Long-Term Incentive Award Cycles; Awards
 
        (a)  During the term of the Plan, the
Committee shall from time to time establish Award
Cycles, each of which shall commence on a date
specified by the Committee and shall terminate no
earlier than the third anniversary date of the
commencement of such Award Cycle or such other
anniversary date as specified by the Committee;
provided, however, an Award Cycle shall (i) commence
on the first day of a fiscal year of the Company,
(ii) consist of not less than three nor more than
four fiscal years of the Company, and (iii) at
least two such fiscal years shall elapse between
the beginning of consecutive Award Cycles.
 
        (b)  For each Award Cycle, the Committee
shall
        (i)  designate, subject to paragraph 10(a),
the participants who are to receive awards of
Performance Units for such Award Cycle and the
number of Performance Units awarded to each such
participant, and
 
        (ii)  establish, subject to paragraph 10(b),
the method for determining at the end of such Award
Cycle the value of a Performance Unit awarded at the
beginning of such Award Cycle.
 
9.  Restricted Stock
 
        (a)  During the term of the Plan, the
Committee shall from time to time designate the
participants who are to receive awards of restricted
shares of the Class B Common Stock of the Company
(such restricted shares being hereinafter called
Restricted Stock), the number of shares of Restricted
Stock awarded to each such participant, and the date
on which full ownership of such shares of Restricted
Stock will vest in such participant (such being
hereinafter called the Vesting Date).  In no case
may the Vesting Date designated by the Committee
be less than one year nor more than six years
from the date of the award of Restricted Stock
to which it relates.  If the Committee so determines,
a single award of Restricted Stock can provide for
more than one Vesting Date with a portion of the full
award to vest on each specified Vesting Date.  To
each participant designated to receive an award of
Restricted Stock, there shall be (1) issued (subject
to subparagraph (b) below) a stock certificate,
registered in the name of such participant, or (2) a
book entry made in the name of such participant, in
each case representing such number of shares of
Restricted Stock awarded to such participant;
provided, however, that at any time, not more
than 10,000 share of Restricted Stock may be
awarded to any participant under
all outstanding awards of Restricted Stock.
 
        (b)  Within 30 days after the effective
date of a Restricted Stock award, each recipient
of such an award shall deliver to the Company
(i) an executed copy of a Restricted Stock
Agreement containing the terms and provisions
set forth in subparagraph (c) below and
(ii) a stock power executed in blank.  Upon
receipt of such agreement and stock power
executed by the participant, the Company shall
cause the stock certificate referred to in
subparagraph (a) above to be issued in the
name of the participant and delivered to the
Secretary of the Company in custody for such
participant or the book entry referred to in
subparagraph (a) above to be made in the name
of the participant on the books of the Company.
The failure of a participant to return such
agreement and stock power within such 30-day
period without cause shall result in cancellation
of the Restricted Stock  Award to such participant,
and no stock certificate therefor shall be issued
in the participants name or book entry be made
in the participants name.
 
        (c)  Each Restricted Stock Agreement
accompanying an award of Restricted Stock shall
contain the following provisions, as applicable,
together with such other provisions as the
Committee shall determine:
 
        (i)  Except as hereinafter provided,
none of the shares of Restricted Stock subject
thereto may be sold, transferred, assigned,
pledged or otherwise disposed of before the
Vesting Date(s) established in the applicable
Restricted Stock Agreement.
 
        (ii)  Except as provided below, if the
participant is continuously employed by the
Company until the occurrence of an applicable
Vesting Date, the restriction set forth in
subparagraph (c)(i) above shall terminate on
such Vesting Date as to all the shares of
Restricted Stock associated with
that Vesting Date.  In the event that the
participant takes one or more unpaid
leave(s) of absence where the leave is greater
than 90 days in duration at any time before
an award of Restricted Stock has vested, the
Vesting Date or Dates for such grant shall
be extended by a period equal to the aggregate
number of days that the participant was out on
such leave(s) of absence (the Extended Vesting
Date(s)) and the restrictions set forth in
subparagraph (c)(i) above shall then terminate
on such Extended Vesting Date or Dates.
 
        Notwithstanding any of the foregoing,
in the case of a participant who is an
executive officer of the Company at the time
of the award, the Committee shall, prior to the
effective date of Restricted Stock Award,
establish in writing a formula based on one or
more of the following:  cash flow, operating
income, earnings per share, economic value
added (EVA), return on assets, total return
on equity of the Company, operating margins,
cash flow margins, shareholder return,
cost control and/or quantitative revenue,
growth or profitability measurements over
the period of time it takes for the
Restricted Stock Award to vest fully,
which will have to be achieved if the
restriction set forth in subparagraph
(c)(i) above is to terminate as provided
in this subparagraph (c)(ii).
 
        (iii)  If the participants employment
by the Company terminates for any reason (whether
voluntary or involuntary and including death
or disability) before the Vesting Date or Extended
Vesting Date, as the case may be, the restriction
set forth in paragraph (c)(i) above shall
terminate on the date the participants
employment terminates  as to such percentage
of the number of shares of Restricted  Stock
originally awarded (rounded to the nearest
whole share), if any, as shall be determined in
accordance with the following provisions
(and ownership of all shares of Restricted
Stock as to which such restriction shall not
so terminate shall forthwith revert to
the Company):
 
        (A)    if termination occurs two or
more years from the effective date of the
award, such percentage, if any, as the
Committee may, in its sole discretion,
determine; provided, however, that the
percentage determined by the Committee may
not exceed the percentage calculated by dividing
(i) the number of full months elapsed from the
effective date of the award to the date of such
termination (less the period of full
months that a participant was on one or
more unpaid leaves of absence where the
leave is greater than 90 days during such
period by (ii) the number of full months from
such effective date to the Vesting Date for
such award (such percentage being hereinafter
called the Pro-Rated Percentage);and
 
        (B)  if termination occurs within
two years from the effective date of the award,
ownership of all the shares of Restricted
Stock shall revert to the Company.
 
        (iv)  Promptly after the restriction
set forth in subparagraph (c)(i) above shall
terminate as to any shares of Restricted Stock,
the participant to whom such shares were awarded
(or the participants  estate, as the case may
be) shall pay to the Company the amount of all
Federal, state and local withholding taxes
payable on the compensation represented by
such shares, and upon receipt of such payment
the Company shall deliver to the participant
a stock certificate or certificates for such
shares.  Alternatively, pursuant to rules
established by the Compensation Committee,
a participant may elect to receive all or
a portion of the participants award in the
form of cash in lieu of shares, based on
the fair market value (the mean between
the high and low price per share on the
New York Stock Exchange) of such shares
on the date the restrictions set forth
in subparagraph (c)(i) above shall
terminate; and the Company will deduct
the amount of all withholding taxes
payable on the compensation represented
by such shares from the cash value of
the shares to be paid to the participant.
 
        (v)  As long as shares of
Restricted Stock remain registered in the
name of a participant, such participant
shall be entitled to all the attributes of
ownership of such shares (subject to the
restriction on transfer referred to above),
including the right to vote such shares and
to receive all dividends declared and paid
on such shares.
 
        (d)  All shares of Common Stock
issued to recipients of Restricted Stock
awards shall be issued from previously
issued and outstanding shares held in the
Treasury of the Company.
 
        (e)  The total number of shares of
Common Stock that may be awarded as Restricted
Stock under the Plan shall not exceed 425,000
shares; provided, however, that effective
November 1, 1991, shares which revert to the
Company in accordance with paragraph 9(c)(iii)
shall be deemed to have been awarded as
Restricted Stock for purposes of determining
the number of shares of Restricted Stock
remaining available to be awarded hereunder.
 
10.  Performance Units
 
        (a)  To each participant designated
to receive an award of Performance Units for
an Award Cycle there shall be issued a
Performance Unit Certificate representing
such number of Performance Units with a
nominal value of $100 each as the Committee
shall determine; provided, however, that
the total nominal value of Performance Units
awarded to a participant for any Award Cycle
shall not exceed 300% of such participants
base salary at the date of such award.
 
        (b)  No later than 90 days after
the beginning of each Award Cycle the Committee
shall establish in writing a method for
determining the earned value of a Performance
Unit at the end of such Award Cycle (hereinafter
called the Payout Value) based on performance
goals over the period of the Award Cycle
related to one or more of the following:
operating income, cash flow, shareholder
return, return on assets, return on equity,
operating margins, cost control, customer
satisfaction, economic value added (EVA)
and/or other quantitative revenue, growth
or profitability measurements, which may
be in respect of the Company, as a whole,
or any business unit thereof; provided, however,
that such method shall provide
that (i) no Payout Value may exceed $200 and
(ii) the payment of an award of
Performance Units to any participant at
the end of an Award Cycle shall be the
lesser of $5 million or the amount determined
by multiplying the Payout Value times the
number of Performance Units granted to such
participant.
 
        (c)  If a participants employment
by the Company terminates for any reason
(whether voluntary or involuntary and
including death or disability) before the
end of an Award Cycle for which the
participant was granted Performance Units,
after the end of such Award Cycle, the
participant shall be entitled to such
percentage of the Payout Value of said
Performance Units, if any, as shall be
determined in accordance with the
following provisions:
 
        (i)  if termination occurs two or
more years after the effective date of the
award, such percentage, if any (but not
greater than the Pro-Rated Percentage),
as the Committee may, in its sole discretion,
determine; and
 
        (ii)  if termination occurs within
two years from the effective date of the
award, no percentage of the Payout Value
shall be paid.
 
        (d)  As promptly as practicable after
the end of each Award Cycle and in the calendar
that begins closest to the last day of the
Award Cycle, the Payout Value of a
Performance Unit awarded at the beginning
of such Award Cycle shall be calculated
and paid (unless otherwise deferred as
provided herein) in cash to the recipients
awarded such Performance Units after
deduction of all Federal, state and
local withholding taxes payable on
the compensation represented thereby.
In addition, the Committee may, in its
sole discretion, establish terms and
conditions under which a participant may
elect to defer the payment of the Payout
Value of a Performance Unit in whole or
in part pursuant to the Deferred
Compensation Plan.
 
        (e)  For purposes of paragraphs
10(c) and 10(d), and notwithstanding any
contrary terms thereof, in the event a
participant takes one or more unpaid leave(s)
of absence where the leave is greater than
ninety (90) days in duration at any time
during an Award Cycle, the payment of the
Payout Value of the Performance Units
payable to that participant shall be
determined as if the duration of the
Award Cycle were extended by a period
equal to  the number of days that the
participant was out on such leave(s) of
absence and by not giving the participant
credit for the period of employment
during the Award Cycle when the participant
was on such leave of absence.  Thus, for
example, if a participant was away from
work on a leave of absence for one year
during a four-year Award Cycle, the
percentage of the Payout Value of the
Performance Units payable to that
participant would be 100% only if the
participant had at least one year of active
employment after the end of the Award Cycle,
and if such additional period of active
employment was not completed, the Committee,
in its exercise of discretion to determine
a Pro-Rated Percentage under paragraph
10(c)(i), would make that determination
in a manner consistent with paragraph
9(c)(iii)(A).  In any such case, the Payout
Value of the Performance Units payable to
the participant shall be paid as soon as
practicable after the participant becomes
entitled to payment by completing the additional
period of active employment or by reason of the
Committees exercise of discretion under
paragraph 10(c)(i), but no later than
seventy-five (75) days after the end of
the calendar year in which the participant
attains such vested payment right.
 
        (f)  At the end of each Award Cycle,
the Committee may, in its sole discretion, award
to those senior executives of the Company and
its subsidiaries who are not executive officers
of the Company and whose performance during such
Award Cycle the Committee believes merits special
recognition cash bonuses in an aggregate amount
not to exceed 10% of the aggregate Payout Value
of all Performance Units that become vested
and payable with respect to such Award Cycle.
 
11.  Expenses
 
        The expenses of administering this Plan
shall be borne by the Company.
 
12.  Adjustments in Class B Common Stock
 
        In the event of any change or changes in
the outstanding shares of Common Stock by
reason of any stock dividend, split-up,
recapitalization, combination or exchange of
shares, merger, consolidation, separation,
reorganization, liquidation or the like,
the class and aggregate number of shares that
may be awarded as Restricted Stock under
the Plan after any such change shall be
appropriately adjusted by the Committee,
whose determination shall be conclusive.
 
13.  Amendment
 
        The Board of Directors of the Company
shall have complete power and authority to
amend, suspend or discontinue this Plan;
provided, however, that the Board of Directors
shall not, without the approval of the holders
of a majority of the voting stock of the
Company entitled to vote thereon, (A) increase
either (i) the maximum number of shares of
Restricted Stock that may be awarded under the
Plan, (ii) the maximum number of shares of
Restricted Stock or Performance Units that
may be awarded to a participant, (iii) the
maximum Payout Value of a Performance Unit,
or (iv) the percentage ceiling on the
aggregate amount of bonuses which may be
awarded pursuant to paragraph 10(e) or
(B) make any amendment which would permit
the incentive provision of any year provided
in paragraph 5 hereof to exceed the
limitations set forth in said paragraph.
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