THE WASHINGTON POST COMPANY
 
                             INCENTIVE COMPENSATION PLAN
 
                               As Amended and Restated
 
 
                                 through May 11, 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 AWARDS
 
 
        (a) For each fiscal year and except as set forth in paragraph 5(f)
below, the Committee may make annual incentive awards in an aggregate amount not
to exceed the Maximum Incentive Credit (as hereinafter defined) for
 
 
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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
Company's 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 Company's 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.
 
 
        (f) Notwithstanding the foregoing, prior to the commencement of each
fiscal year the Committee may, in the case of certain individuals who have made
or have the potential to make extraordinary contributions to the growth and
profitability of the Company, grant special annual incentive awards for such
coming fiscal year ("Special Annual Incentive Awards"), the payout value of
which will be based entirely on goals established in writing by the Committee at
the time of grant relating to one or more of the following factors: 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/or other quantitative revenue, growth or profitability
measurements, which may be in respect of the Company as a whole, or of any
business unit thereof. The payout value of any Special Annual Incentive Awards
granted with respect to a fiscal year shall not be included in calculating the
limit on the aggregate amount of Annual Awards otherwise payable for such fiscal
year provided for in paragraph 5(a) above.
 
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 such award, and the other terms and conditions
applicable thereto. The aggregate value of the Annual Awards (including the
payout value of any Special Annual Incentive Award) payable to any participant
with respect to any fiscal year shall not exceed in value the greater of 200% of
a participant's base earnings in the fiscal year to which such awards apply or
$5 million or, in the case of a participant who is the president or chief
executive officer of one of the Company's business units (not including the
President or Chief Executive Officer of the Company), the greater of 200% of
such participant's base earnings or $5 million or 1% of such business unit's
revenue for the fiscal year with respect of which the award is to be paid.
 
 
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        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 promptly as
practicable in the calendar year that begins closest to the last day of 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 terms of 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.
 
 
        (c) In addition, from time to time the Committee may deem it desirable
to grant long-term incentive awardsnot based on an Award Cycle established under
paragraph 8(a) and the Committee shall have the discretion to (A) designate the
participants who are to receive such awards and (B) establish such terms and
conditions applicable to such long-term incentive awards ("Special Long-Term
Incentive Award").
 
 
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
 
                                       34
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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 shares 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 forsuch 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 participant's name or book entry be
made in the participant's 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
                        ninety (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 participant's 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 ownership of all shares of Restricted Stock
                        shall revert to the Company, unless termination occurs
                        two or more years from the effective date of the award
                        and the Committee, in its sole discretion, approves the
                        vesting of a percentage of the number of shares of
                        Restricted Stock originally awarded (rounded to the
                        nearest whole share), if any, provided,
 
 
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<PAGE>
 
 
                        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 ninety (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).
 
 
                (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 participant's 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 participant's 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 AND SPECIAL LONG-TERM INCENTIVE AWARDS
 
        (a) During the term of the Plan, the Committee shall from time to time
designate the participants who are to receive awards of Performance Units and
Special Long-Term Incentive Awards, the number of Performance Units or other
terms and conditions as may be applicable, and the date on which the participant
shall be entitled to payment under a Special Long-Term Incentive Award (such
being hereinafter called the "Incentive Vesting Date"). In no case may the
Incentive Vesting Date designated by the Committee be less than one year nor
more than six years from the date of the award of the Special Long-Term
Incentive Award to which it relates. If the Committee so determines, a single
award of a Special Long-Term Incentive Award 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 Performance Units
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
participant's base salary at the date of such award.
 
        (b) No later than ninety (90) days after the beginning of each Award
Cycle or the beginning of the applicable vesting period of a Special Long-Term
Incentive Award, the Committee shall establish in writing a method for
determining the earned value of (A) a Performance Unit at the end of such Award
Cycle (hereinafter called the Payout Value) or (B) the Special Long-Term
Incentive Award, in either case based on performance goals over the period of
the Award Cycle or the vesting period in the case of a Special Long-Term
Incentive Award related to one or more of the
 
                                       36
<PAGE>
 
 
following: operating income, cash flow, shareholder return, earnings per share,
return on assets, return on equity, operating margins, cost control, customer
satisfaction, cash flow margins, 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 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, (ii) the payment of a Special Long-Term Incentive Award to any
participant at the end of the vesting period for such award shall not exceed $5
million and (iii) the aggregate value of the Performance Units and any Special
Long-Term Incentive Award payable to any participant with respect to any fiscal
year shall not exceed $10 million. Notwithstanding the foregoing, in the case of
a participant who is the president or chief executive officer of one of the
Company's business units (not including the President or Chief Executive Officer
of the Company), the aggregate value of the Performance Units and any Special
Long-Term Incentive Award payable to such participant with respect to any fiscal
year shall not exceed in value the greater of $10 million or 1% of such business
unit's revenue for the fiscal year with respect of which the award is to be
paid.
 
        (c) If a participant's 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 or before Incentive Vesting Date, the participant shall be
entitled to such percentage of the Payout Value of said Performance Units or the
payment due under said Special Long-Term Incentive Award, if any, as shall be
determined after the end of such Award Cycle or the Incentive Vesting Date, 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 or payment under a Special Long-Term Incentive
                        Award shall be paid.
 
        (d) As promptly as practicable after (i) the end of each Award Cycle and
in the calendar year that begins closest to the last day of the Award Cycle or
(ii) the Incentive Vesting Date, but no later than 75 days after the end of the
calendar year of the Incentive Vesting Date, the Payout Value of a Performance
Unit awarded at the beginning of such Award Cycle or the payment due under the
Special Long-Term Incentive Award, as the case may be, shall be calculated and
paid (unless otherwise deferred as provided herein) in cash to the recipients
awarded such awards 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 or the payment of the Special Long-Term Incentive Award in
whole or in part pursuant to the terms of 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 or during the vesting period of a Special
Long-Term Incentive Award, the payment of the Payout Value of the Performance
Units or Special Long-Term Incentive Award payable to that participant shall be
determined as if the duration of the Award Cycle or applicable the vesting
period 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 or
vesting period 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 or
 
 
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<PAGE>
 
 
the payment of the Special Long-Term Incentive Award 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 Committee's 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, splitup, 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 a Special Long-Term Incentive Award, or (iv) the
percentage ceiling on the aggregate amount of bonuses which may be awarded
pursuant to paragraph 10(f) 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.