8K - Washington Post Co.

January 20, 2005

On January 20, 2005, the Board of Directors of the Company approved a series of amendments relating to the administration of The Washington Post Company Incentive Compensation Plan (the Plan). In addition, the Plan was amended to increase (i) the maximum amount that can be given as an annual incentive compensation award to a participant in a given year, and (ii) the maximum payout of Performance Units at the end of an Award Cycle to a participant, in each case to $5 million. The Plan was also amended to clarify that the limitation in the Plan on the maximum number of shares of Restricted Stock that can be awarded to any participant must take into account the number of shares of Restricted Stock previously awarded to that participant under all then outstanding unexpired Award Cycles.

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.

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.