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<SEC-DOCUMENT>0001188112-05-000530.txt : 20050325
<SEC-HEADER>0001188112-05-000530.hdr.sgml : 20050325
<ACCEPTANCE-DATETIME>20050325093044
ACCESSION NUMBER:		0001188112-05-000530
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050512
FILED AS OF DATE:		20050325
DATE AS OF CHANGE:		20050325
EFFECTIVENESS DATE:		20050325

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WASHINGTON POST CO
		CENTRAL INDEX KEY:			0000104889
		STANDARD INDUSTRIAL CLASSIFICATION:	NEWSPAPERS:  PUBLISHING OR PUBLISHING & PRINTING [2711]
		IRS NUMBER:				530182885
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06714
		FILM NUMBER:		05703616

	BUSINESS ADDRESS:	
		STREET 1:		1150 15TH ST NW
		CITY:			WASHINGTON
		STATE:			DC
		ZIP:			20071
		BUSINESS PHONE:		2023346000

	MAIL ADDRESS:	
		STREET 1:		1150 15TH ST NW
		CITY:			WASHINGTON
		STATE:			DC
		ZIP:			20071
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>tdef14a-4871.txt
<DESCRIPTION>DEF 14A
<TEXT>
<PAGE>

THE WASHINGTON POST COMPANY
1150 15TH STREET, N.W., WASHINGTON D.C. 20071




                                                                  March 25, 2005




TO OUR STOCKHOLDERS:

        You are cordially invited to the Company's 2005 Annual Meeting of
Stockholders, which will be held in the Community Meeting Room, The Washington
Post Building, 1150 15th Street, N.W., Washington, D.C., 20071 on Thursday, May
12, 2005, at 8:00 o'clock in the morning.

        In addition to electing Directors for the ensuing year, at the meeting
stockholders will act on approval of an addition to the total number of shares
of Class B Common Stock that may be awarded as restricted stock in the future
under the Company's Incentive Compensation Plan, as more fully explained in the
accompanying Proxy Statement. At the meeting there will be a report on the
Company's activities.

        It is important that your shares be represented at the meeting. Please
sign the accompanying Proxy and return it promptly in the envelope provided. If
you plan to attend, kindly so indicate in the space provided on the Proxy. You
may also vote your shares by telephone or on the internet. If you choose to vote
your shares by telephone or on the internet, please follow the instructions on
the enclosed Proxy.

                                                Sincerely yours,



                                                /s/ Donald E. Graham
                                                --------------------
                                                DONALD E. GRAHAM
                                                CHAIRMAN

<PAGE>

THE WASHINGTON POST COMPANY




              NOTICE OF ANNUAL MEETING OF STOCKHOLDERS/MAY 12, 2005


        The Annual Meeting of Stockholders of The Washington Post Company will
be held in the Community Meeting Room, The Washington Post Building, 1150 15th
Street, N.W., Washington, D.C., 20071 on Thursday, May 12, 2005, at 8:00 a.m.,
Eastern Daylight Saving Time, for the following purposes:

                1.      To elect Directors for the ensuing year, as more fully
                        described in the accompanying Proxy Statement.

                2.      To consider and act upon the reservation of additional
                        shares of Class B Common Stock that may be awarded as
                        restricted stock in the future under the Company's
                        Incentive Compensation Plan.

                3.      To transact such other business as may properly come
                        before the meeting or any adjournment thereof.

        The Board of Directors has fixed the close of business on March 14,
2005, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.

        It is important that your shares be represented and voted at the
meeting, and you should therefore sign and return your Proxy at your earliest
convenience. You may also vote your shares by telephone or on the internet. If
you choose to vote your shares by telephone or on the internet, please follow
the instructions on the enclosed Proxy. You may revoke your Proxy at any time
before it has been voted at the Annual Meeting. You may vote in person at the
Annual Meeting even if you returned a Proxy, provided that you first revoke your
Proxy.

                                        By Order of the Board of Directors,

                                        DIANA M. DANIELS, Secretary


Washington, D.C., March 25, 2005


                                       2
<PAGE>

THE WASHINGTON POST COMPANY
1150 15TH STREET, N.W., WASHINGTON D.C. 20071


                                                                  March 25, 2005

This proxy statement contains information relating to the 2005 Annual Meeting of
Stockholders of The Washington Post Company (the "Company") to be held at the
Company's headquarters, 1150 15th Street, NW, Washington, DC on Thursday, May
12, 2005 at 8:00 a.m., Eastern Daylight Saving time, or any adjournments
thereof, for the purposes set forth in the accompanying Notice of the 2005
Annual Meeting of Stockholders. This proxy statement and the accompanying forms
of proxy and voting instructions are being delivered to shareholders on or about
March 25, 2005. The Board of Directors of the Company is making this proxy
solicitation.


                              QUESTIONS AND ANSWERS

Q:      WHAT AM I VOTING ON?

A:      You are voting on the election of Directors for a term of one year. A
Board of ten Directors is to be elected, seven by the holders of Class A Stock
voting separately as a class and three by the holders of Class B Stock voting
separately as a class. All Directors will hold office until the next Annual
Meeting and until their respective successors shall have been elected and shall
have qualified or as otherwise provided in the By-laws of the Company.

        In the event any nominee withdraws or for any reason is not able to
serve as a director, Donald E. Graham, John B. Morse, Jr., Diana M. Daniels and
Gerald M. Rosberg, acting as your proxies, will either vote for such other
person as the Board of Directors may nominate or will not vote for anyone to
replace such nominee.

        In addition, you are voting on whether to approve the reservation of an
additional 150,000 shares of Class B Common Stock that may be awarded to key
employees of the Company as restricted stock in the future under the Company's
Incentive Compensation Plan (a copy of which Plan, as amended and restated, has
been filed with the Securities and Exchange Commission as Exhibit 10.1 to Form
8K filed January 21, 2005).

Q:      WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD?

A:      The Board recommends voting for each of the nominated Directors listed
on the proxy card. The Board knows of no reason which would cause any nominee to
be unable to act or to refuse to accept nomination or election.

        The Board recommends voting for the reservation of an additional 150,000
shares of Class B Common Stock that may be awarded to key employees of the
Company as restricted stock in the future under the Company's Incentive
Compensation Plan.

Q:      WILL ANY OTHER MATTERS BE VOTED ON?

A:      We are not aware of any other matters that you will be asked to vote on
at the Meeting. If any other matter is properly brought before the Meeting,
Donald E. Graham, John B. Morse, Jr., Diana M. Daniels and Gerald M. Rosberg,
acting as your proxies, will vote for you in their discretion.

Q:      HOW DO I VOTE?

A:      There are four ways to vote:

                o       By internet at http://www.eproxyvote.com/wpo. We
                        encourage you to vote this way.
                o       By toll-free telephone at 877-779-8683.
                o       By completing and mailing your proxy card.
                o       By written ballot at the Meeting.

        If you vote by internet or telephone, your vote must be received by 5
p.m., Eastern Daylight Saving time, of the day before the Meeting. Your shares
will be voted as you indicate. If you do not indicate your voting preferences,
Donald E. Graham, John B. Morse, Jr., Diana M. Daniels and Gerald M. Rosberg, as
your proxies, will vote your shares in favor of the applicable nominated

                                       3
<PAGE>

Directors and in favor of the reservation of an additional 150,000 shares of
Class B Common Stock that may be awarded to key employees of the Company as
restricted stock in the future under the Company's Incentive Compensation Plan.

Q:      WHO CAN VOTE?

A:      You can vote at the Meeting if you were a shareholder of record as of
the close of business on March 14, 2005 (the "Record Date"). Each share of Class
A and Class B Common Stock is entitled to one vote on all matters on which such
class of stock is entitled to vote. If you hold shares in street name, your
broker, bank or other nominee will instruct you as to how your shares may be
voted by proxy, including whether telephonic or internet voting options are
available. You may not vote shares held in street name in person at the Meeting
unless you have a proxy executed in your favor by your broker, bank or other
nominee.

Q:      CAN I CHANGE MY VOTE?

A:      Yes. You can change your vote or revoke your proxy any time before the
Meeting by:

                o       entering a new vote by internet or telephone
                o       returning a later dated proxy card
                o       voting in person at the Meeting provided you first
                        revoke your previously voted proxy.

Q:      WHAT VOTE IS REQUIRED TO APPROVE A PROPOSAL?

A:      Directors will be elected by a plurality of the votes cast at the
Meeting. This means that the seven Class A Shareholder nominees receiving the
highest number of votes and the three Class B Shareholder nominees receiving the
highest number of votes cast shall be elected. You do not have the right to
cumulate votes in the election of directors. A properly executed proxy marked
"WITHHELD" with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated, although it will be
counted for purposes of determining whether a quorum is present at the Meeting.
Any shares not voted (whether by abstention, broker non-vote or otherwise) will
have no impact on the vote, but these shares will be counted for purposes of
determining whether a quorum is present.

        Approval of the reservation of an additional 150,000 shares of Class B
Common Stock for award under the Company's Incentive Compensation Plan is
subject to the favorable vote of a majority of the holders of Class A Common
Stock outstanding, voting as a class, and a majority of the holders of Class B
Common Stock outstanding, voting as a class. Each Class A Stock Proxy and each
Class B Stock Proxy executed and returned by a shareholder will be voted for
this proposal, unless otherwise indicated on such Proxy. Any shares not voted
(whether by abstention, broker non-vote or otherwise) will have the effect of a
negative vote.

Q:      WHO WILL COUNT THE VOTE?

A:      EquiServe Trust Company, N.A. , the Company's transfer agent and
registrar, will count the vote. One of its representatives will be included
among the inspectors of votes.

Q:      WHO CAN ATTEND THE ANNUAL MEETING?

A:      All shareholders of record as of the close of business on March 14,
2005, can attend.

Q:      WHAT DO I NEED TO DO TO ATTEND THE ANNUAL MEETING?

A:      To attend the Meeting, please follow these instructions:

                o       If you vote by using the enclosed proxy card, check the
                        appropriate box on the card.
                o       If you vote by internet or telephone, follow the
                        instructions provided for attendance.
                o       If a broker or other nominee holds your shares, bring
                        proof of your ownership with you to the meeting.

        Seating at the Meeting will be on a first-come, first-serve basis, upon
arrival at the Meeting.


                                       4
<PAGE>

Q:      CAN I BRING A GUEST?

A:      No. The Meeting is for shareholders only.

Q:      WHAT IS THE QUORUM REQUIREMENT OF THE MEETING?

A:      A majority of the outstanding shares on March 14, 2005, constitutes a
quorum for voting at the Annual Meeting. If you vote, your shares will be part
of the quorum. Abstentions and broker non-votes will be counted in determining
the quorum, but neither will be counted as votes cast. On March 14, 2005, there
were 1,722,250 shares of Class A Common Stock and 7,868,211 shares of Class B
Common Stock outstanding and entitled to vote.

Q:      WHO IS SOLICITING PROXIES?

A:      Solicitation of proxies will be made by the Company's management through
the mail, in person or by facsimile or telephone, without any additional
compensation being paid to such members of the Company's management. The cost of
such solicitation will be borne by the Company. In addition, the Company has
requested brokers and other custodians, nominees and fiduciaries to forward
proxy cards and proxy soliciting material to shareholders and the Company will
reimburse them for their expenses in so doing.

Q:      WHEN ARE THE SHAREHOLDER PROPOSALS DUE FOR THE 2006 ANNUAL MEETING?

A:      Shareholder proposals submitted by shareholders entitled to vote on such
matters, meeting the requirements of the Securities and Exchange Commission's
proxy rules, must be in writing, received by November 27, 2005, and addressed to
the Secretary of the Company, 1150 15th Street, NW, Washington, DC 20071.

        Holders of Class B Stock are entitled to vote only for the election of
30% of the members of the Board of Directors (and, if required by the rules of
the New York Stock Exchange, on management proposals to reserve shares for stock
options, on equity-compensation plans and any material revisions to the terms of
such plans or to acquire the stock or assets of other companies under certain
circumstances). In accordance with the rules of the Securities and Exchange
Commission, proposals submitted on other matters by holders of Class B Stock
have not been and will not be included in the Company's proxy materials for
annual meetings.

Q:      WHAT OTHER INFORMATION ABOUT THE WASHINGTON POST COMPANY IS AVAILABLE?

A:      The following information is available:

                o       Annual Report on Form 10-K, which will be furnished
                        without charge (except exhibits) to any shareholder upon
                        written request addressed to the Treasurer of the
                        Company at 1150 15th Street, NW, Washington, DC 20071.
                o       The Company also maintains on its internet website,
                        www.washpostco.com, copies of the Annual Report on Form
                        10-K and the Annual Report to Shareholders and other
                        information about the Company.

Q:      CAN I RECEIVE MATERIALS RELATING TO ANNUAL SHAREHOLDER MEETINGS
ELECTRONICALLY?

A:      To assist the Company in reducing costs related to the annual meeting,
shareholders who vote via the internet may consent to electronic delivery of
mailings related to future annual shareholder meetings. The Company also makes
its proxy statements and annual reports available online and may eliminate
mailing hard copies of these documents to those shareholders who consent in
advance to electronic distribution. If you hold shares in your own name and you
are voting via the internet, you may consent online when you vote. If you hold
shares through an intermediary such as a bank or broker, please refer to the
information provided by your bank or broker for instructions on how to consent
to electronic distribution.

                                       5
<PAGE>

                       PROPOSAL 1: ELECTION OF DIRECTORS

                NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS

WARREN E. BUFFETT

        Mr. Buffett, age 74, has for more than thirty-four years been Chairman
        of the Board and Chief Executive Officer of Berkshire Hathaway Inc. (a
        diversified holding company). He was elected a Director of the Company
        in May 1996. Mr. Buffett is a member of the Executive Committee of the
        Board and serves as Chairman of the Finance Committee and as lead
        director of the Board. Mr. Buffett also served as a Director of the
        Company between 1974 and 1986. He is a director of Berkshire Hathaway
        Inc. and The Coca-Cola Company. Mr. Buffett is also a Life Trustee of
        Grinnell College and The Urban Institute.

BARRY DILLER

        Mr. Diller, age 63, has been Chairman of the Board and Chief Executive
        Officer of IAC/InterActiveCorp, formerly USA Interactive (an
        information, entertainment and direct selling company), since August
        1995. He was elected a Director of the Company in September 2000 and is
        a member of the Finance and Compensation Committees of the Board. Since
        December 1992, beginning with QVC, Mr. Diller has served as chief
        executive for a number of predecessor companies engaged in media and
        interactivity prior to the formation of InterActiveCorp. From October
        1984 to April 1992, Mr. Diller served as Chairman and Chief Executive
        Officer of Fox, Inc. and was responsible for the creation of Fox
        Broadcasting Company, in addition to Fox's motion picture operations.
        Prior to joining Fox, Inc., he served for ten years as Chairman of the
        Board of Directors of Paramount Pictures Corporation. Before joining
        Paramount, Mr. Diller served as Vice President of Prime Time Television
        for ABC Entertainment. Mr. Diller is a director of The Coca-Cola Company
        and he serves on the boards of Conservation International and Channel
        13/WNET. He also is a member of the Board of Trustees of New York
        University and serves on the boards of a number of other educational and
        not-for-profit organizations.

MELINDA F. GATES

        Melinda F. Gates, age 40, is co-founder of the Bill & Melinda Gates
        Foundation. She was elected a Director of the Company in September 2004.
        After serving in a number of different positions since joining Microsoft
        Corporation in 1987, Mrs. Gates retired from her position as Microsoft's
        General Manager of Information Products in 1996. Following her
        retirement, she has directed her activities toward the non-profit world,
        having served as a member of the Board of Trustees of Duke University
        and co-chair of the Washington State Governor's Commission on Early
        Learning. She also serves as a director of drugstore.com, inc.

GEORGE J. GILLESPIE, III

        Mr. Gillespie, age 74, has since 1963 been a partner in Cravath, Swaine
        & Moore LLP, which is one of several law firms retained by the Company
        in 2003 and 2004 and which it proposes to retain in 2005. He has been a
        Director of the Company since 1974 and is a member of the Finance
        Committee of the Board. Mr. Gillespie is also Chairman of the Board of
        White Mountain Insurance Group, a director of the Museum of Television
        and Radio and serves on the boards of a number of foundations and other
        charitable organizations.

DONALD E. GRAHAM

        Mr. Graham, age 59, has been Chairman of the Board of the Company since
        September 1993 and Chief Executive Officer of the Company since May
        1991. Mr. Graham served as President of the Company between May 1991 and
        September 1993. He also was Publisher of The Washington Post for 21
        years, a position he held between 1979 and 2000. Mr. Graham has been a
        Director of the Company since 1974 and is Chairman of the Executive
        Committee and a member of the Finance Committee of the Board. By virtue
        of his ownership of 22.8% of the outstanding Class A Stock of the
        Company and his right to control the vote, as a trustee of certain
        family trusts, of an additional 30.98% of such stock, Mr. Graham
        effectively votes a total of 53.78% of the Class A shares. Mr. Graham is
        a trustee of the Federal City Council and the Philip L. Graham Fund, and


                                       6
<PAGE>

        he serves as Chairman and a director of DC College Access Program and as
        a director of The Summit Fund of Washington.

RICHARD D. SIMMONS

        Mr. Simmons, age 70, has been retired since June 1991; prior to his
        retirement he had been President and Chief Operating Officer of the
        Company for nearly ten years. Since September 1981, he has been a
        Director of the Company and is a member of the Finance and Audit
        Committees of the Board. Until May 1996, Mr. Simmons was also a member
        of the Compensation Committee of the Board. From 1989 to 1996, Mr.
        Simmons served as President of International Herald Tribune, S.A., a
        French publishing company then owned jointly by the Company and The New
        York Times Company.

GEORGE W. WILSON

        Mr. Wilson, age 67, has for more than twenty-three years been President
        and Chief Executive Officer of Newspapers of New England, Inc.,
        President and Director of Newspapers of New Hampshire, Inc. and
        Newspapers of Massachusetts, Inc., and President of the Concord Monitor,
        which is published in Concord, N.H. He was elected a Director of the
        Company in September 1985 and serves as Chairman of the Compensation
        Committee of the Board of Directors. Mr. Wilson is also Chairman of the
        Board of Trustees of The Newspaper Foundation (New Hampshire).


                  NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS

JOHN L. DOTSON JR.

        Mr. Dotson, age 68, has been retired since June 2001; prior to his
        retirement he had been President and Publisher of the Akron Beacon
        Journal. He became a Director of the Company in July 2001 and is a
        member of the Compensation Committee of the Board. Mr. Dotson is a
        member of the Board of Directors of the Maynard Institute for Journalism
        Education, and a member of the John S. & James L. Knight Foundation
        Journalism Advisory Committee, the Board of Visitors of the University
        of North Carolina School of Journalism and Mass Communications and the
        Board of Visitors of the John S. Knight Fellowships (Stanford
        University).

RONALD L. OLSON

        Mr. Olson, age 63, has since 1970 been a partner in the law firm of
        Munger, Tolles & Olson LLP. He became a Director of the Company in
        September 2003 and is a member of the Audit Committee of the Board. Mr.
        Olson is also a director of Berkshire Hathaway Inc., Edison
        International and City National Corporation. He serves on the board of
        the California Institute of Technology, the RAND Corporation and a
        number of other not-for-profit organizations.

ALICE M. RIVLIN

        Dr. Rivlin, age 74, is a Professor at Georgetown University and a Senior
        Fellow in the Economic Studies Program at the Brookings Institute. She
        became a Director of the Company in July 2002 and is a member of the
        Audit Committee of the Board. Dr. Rivlin was Vice Chair of the Federal
        Reserve Board from 1996 to 1999, Director of the White House Office of
        Management and Budget from 1994 to 1996 and Deputy Director from 1993 to
        1994. She served as Chair of the District of Columbia Financial
        Management Assistance Authority from 1998 to 2001. Dr. Rivlin was the
        founding Director of the Congressional Budget Office from 1975 to 1983
        and Director of the Economic Studies Program at the Brookings Institute
        from 1983 to 1987. She served as Assistant Secretary for Planning and
        Evaluation at the U.S. Department of Health, Education and Welfare from
        1968 to 1969. Dr. Rivlin has taught at Harvard University, the New
        School University and George Mason University and has served as
        President of the American Economic Association. She is currently a
        director of BearingPoint, Inc. (formerly KPMG Consulting, Inc.). Dr.
        Rivlin also serves on a number of other not-for-profit organizations,
        including Public Agenda, the DC Charter Schools Association and the D.C.
        Chamber of Commerce.


                                       7
<PAGE>

BOARD COMMITTEES

        The standing committees of the Board include an Audit Committee, a
Compensation Committee, an Executive Committee and a Finance Committee.

        Given the ownership structure of the Company and its status as a
"controlled company" (see page 10), the Board does not have a nominating
committee. Decisions on nominees to the Board are made through consultation
between the Chairman of the Board and the other members of the Board. The
Company has not utilized the services of any third party to assist in
identifying and evaluating nominees.

AUDIT COMMITTEE

        The functions of the Audit Committee include overseeing (i) management's
conduct of the Company's financial reporting process (including the development
and maintenance of systems of internal accounting and financial controls), (ii)
the integrity of the Company's financial statements, (iii) the Company's
compliance with legal and regulatory requirements, (iv) the qualifications and
independence of the Company's outside auditors, (v) the performance of the
Company's internal audit function, (vi) the outside auditors' annual audit of
the Company's financial statements and (vii) preparing any report required by
the rules and regulations of the Securities and Exchange Commission. A current
copy of the Audit Committee's charter is available on the Company's website
www.washpostco.com.

        Ronald L. Olson, Alice M. Rivlin, and Richard D. Simmons (chairman)
serve on the Audit Committee. The Board of Directors has determined that all
members of the Audit Committee are non-employee, "financially literate",
"independent" directors within the meaning of the New York Stock Exchange
listing standards, and all members of the Audit Committee are "independent" as
that term is used in Item 7(d)(3)(iv) of Schedule 14A of the Securities Exchange
Act of 1934. None of the members of the Audit Committee has, other than in their
capacity as a Committee or Board member, accepted any consulting, advisory or
other compensatory fee (other than pension or other forms of deferred
compensation for prior service which is not contingent in any way on continued
service) from the Company or its affiliates and none of the members of the Audit
Committee has a material relationship with the Company.

        The Board has determined that Richard D. Simmons has the requisite
background and experience to be and is designated an "audit committee financial
expert" within the meaning of Item 401(h) of Regulation S-K. In addition, the
Board has determined that all the members of the Audit Committee are
well-grounded in financial matters and are familiar with generally accepted
accounting principles. All the members of the Audit Committee have a general
understanding of internal controls and procedures for financial reporting, as
well as an understanding of audit committee functions. To the extent there are
matters that come before the Audit Committee that involve accounting issues, the
members of the Audit Committee consult with and rely on experts for their
expertise.

        The Audit Committee held seven meetings in 2004.

COMPENSATION COMMITTEE

        The functions of the Compensation Committee include (i) reviewing the
compensation for the Company's chief executive officer, (ii) consulting with the
chief executive officer with respect to the compensation of the Company's other
executives (including specifically approving all salaries of $200,000 or more
per year, all incentive compensation awards and all other bonuses (other than
sales bonuses) of $40,000 or more, and also awards of stock options), (iii)
overseeing the administration of and determining awards under the Company's
compensation plans and (iv) preparing any report on executive compensation
required by the rules and regulations of the Securities and Exchange Commission.
A current copy of the Compensation Committee's charter is available on the
Company's website www.washpostco.com.

        Barry Diller, John L. Dotson Jr. and George W. Wilson (chairman) serve
on the Compensation Committee. All members of the Compensation Committee are
non-employee, "independent" directors within the meaning of the listing
requirements of the New York Stock Exchange.

        The Compensation Committee held five meetings in 2004.


                                       8
<PAGE>

FINANCE COMMITTEE

        The functions of the Finance Committee include (i) reviewing with
management the capital needs of the Company and (ii) considering and making
recommendations to the Board related to dividend policy, major acquisitions and
disposition of businesses, incurrence of indebtedness, selection of managers of
defined benefit plan assets, stock repurchase programs and certain other
financial matters.

        Barry Diller, George J. Gillespie III, Donald E. Graham, Richard D.
Simmons and Warren E. Buffett (chairman) serve on the Finance Committee.

        The Finance Committee held one meeting in 2004.

EXECUTIVE COMMITTEE

        The Executive Committee has and may exercise all of the powers of the
Board that may be delegated by law in the management of the business and affairs
of the Company and exercises the authority of the Board between meetings.

        Warren E. Buffett and Donald E. Graham (chairman) serve on the Executive
Committee.

        The Executive Committee held six meetings in 2004.

MEETING ATTENDANCE

        The Board held a total of six meetings in 2004. Each director attended
at least 75% of the meetings of the Board and the committees of the Board on
which the director served, with the exception of Melinda F. Gates, who was
appointed to the Board in September 2004.

        The Board does not have a policy of requiring directors to attend annual
meetings of shareholders and leaves it entirely at the discretion of each
director as to whether he or she will attend the meeting. Four directors
attended the 2004 annual meeting of shareholders.

DIRECTOR COMPENSATION

        Annual Payments. During 2004, non-employee directors received:

        o       $60,000 as a retainer,
        o       reimbursement of out-of-pocket expenses for the meetings they
                attend, and
        o       members of the Audit Committee received an additional $10,000
                annually for their service on that committee.

        The chairmen of Board committees each received an additional $5,000. The
employee director received no additional compensation for serving on the Board.

DEFERRED COMPENSATION

        The Company has in place a voluntary fee deferral plan for directors of
the Company. The plan provides an opportunity for participants to elect to defer
the receipt of all or a portion of the fees received for service as a director.
Elections to defer must be filed in advance of earning such fees. Deferred
amounts will earn investment credits in accordance with participant elections
from a choice of investment indexes. Deferred amounts will be payable at
retirement or such other future date as specified by the participant at the time
of election.


                                       9
<PAGE>

"CONTROLLED COMPANY"

        The descendants of Katharine Graham (including the Company's chief
executive officer and Chairman of the Board) and trusts for the benefit of those
descendants own all the shares of Class A Common Stock, which have the right to
vote for 70% of the Board of Directors, and thus the Company is a "controlled
company" for purposes of Section 303(A) of the New York Stock Exchange Listed
Company Manual. As a "controlled company," the Company is exempted from the
requirement that it have a nominating/corporate governance committee.
Notwithstanding its being a "controlled company", the Board has determined that
Warren E. Buffett, Barry Diller, John L. Dotson Jr., Melinda F. Gates, Ronald L.
Olson, Alice M. Rivlin, Richard D. Simmons and George W. Wilson, who together
constitute a majority of the board, are "independent" as outlined in Section
303A.02 of the New York Stock Exchange Listed Company Manual.

MEETINGS OF THE NON-MANAGEMENT DIRECTORS

        The listing requirements of the New York Stock Exchange call for the
non-management directors of the Company to meet regularly in executive session
without management. The Board has appointed Mr. Warren E. Buffett as lead
director and to preside at the executive sessions. The non-management directors
met once in November 2004 and expect to meet in executive session in 2005 as
appropriate.

COMMUNICATING WITH DIRECTORS

        Interested parties may communicate concerns to the lead director or the
other directors of the Company through Global Compliance Services, the Company's
third party managed hotline (1-866-687-8972) or online at
https://www.compliance-helpline.com/WashPostCo.jsp.


                                       10
<PAGE>

           STOCK HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information in the following two tables relates to each person who,
on February 1, 2005, was a "beneficial owner" (as defined under the proxy rules
of the Securities and Exchange Commission) of more than 5% of the Company's
Class A or Class B Stock. Under the proxy rules, a person is deemed to be the
"beneficial owner" of stock if such person has (or shares) either investment
power or voting power over such stock, or has (or shares) the right to acquire
such stock within 60 days by any of a number of means, including the conversion
of another security which is convertible into such stock. A substantial number
of shares of the Company's Class A and Class B Stock are held in trusts or
subject to other agreements which provide for the sharing of investment power,
voting power or both among several persons, each of whom is deemed by the
Securities and Exchange Commission to be a "beneficial owner" of the shares so
held. Furthermore, in many cases such persons do not include the beneficiary of
the trust who, although not deemed to be a "beneficial owner" in the absence of
voting or investment power over the shares, is nevertheless shown below as a
beneficial owner because of the beneficiary's economic interest in the shares.
In addition, since all the shares of Class A Stock are convertible at the option
of the holder into Class B Stock on a share-for-share basis, each "beneficial
owner" of shares of Class A Stock is deemed by the Securities and Exchange
Commission to be a "beneficial owner" of the same number of shares of Class B
Stock; in indicating below a person's "beneficial ownership" of shares of Class
B Stock it has been assumed that such person has converted into Class B Stock
all shares of Class A Stock of which such person is a "beneficial owner". For
these reasons there is very substantial duplication in the numbers of shares and
percentages shown in the following table.

<TABLE>
<CAPTION>

                           PRINCIPAL HOLDERS OF STOCK

                                                                               SHARES (%)
                                                             ----------------------------------------------
NAME AND ADDRESS OF                                            CLASS A STOCK               CLASS B STOCK*
BENEFICIAL OWNER                                             -----------------            -----------------
- ----------------
<S>                                                          <C>                          <C>
Donald E. Graham (a)(i) ...................................  1,562,609 (90.7%)            3,493,134 (36.4%)
  1150 15th Street, N.W.
  Washington, D.C.
William W. Graham (b)(i) ..................................    299,849 (17.4%)                          **
  11661 San Vincente Blvd., Suite 401
  Los Angeles, California
Stephen M. Graham (c)(i) ..................................    324,670 (18.9%)                          **
  18 E. 78th Street
  New York, N.Y.
Elizabeth G. Weymouth (d)(i) ..............................    585,200 (34.0%)                590,200 (6.2%)
  251 West 57th Street
  New York, N.Y.
George J. Gillespie, III (e)(i) ...........................    612,990 (35.6%)               987,286 (10.3%)
  825 Eighth Avenue
  New York, N.Y
Daniel L. Mosley (f)(i) ...................................    668,908 (38.8%)                671,883 (7.0%)
  825 Eighth Avenue
  New York, N.Y
Berkshire Hathaway Inc. (g) ...............................                --              1,727,765 (18.0%)
  1440 Kiewit Plaza
  Omaha, Nebraska
Franklin Mutual Advisers, LLC (h) .........................                --                 550,923 (5.8%)
  51 John F. Kennedy Parkway
  Short Hills, NJ
</TABLE>
- -----------------------------
*   The calculations set forth in this table relating to percentage ownership of
    Class B Stock include 1,722,250 shares of Class B Stock issuable upon
    conversion of shares of Class A Stock beneficially owned.

**  Less than five percent.


                                         (FOOTNOTES CONTINUED ON FOLLOWING PAGE)


                                       11
<PAGE>

(FOOTNOTES CONTINUED FROM PRECEDING PAGE)

(a)  According to information as of February 1, 2005 and available to the
     Company, Mr. Donald Graham has voting and investment power with respect to
     shares of Class A Stock as follows: sole voting power, 392,695 (22.8%)
     shares, sole investment power, 392,695 (22.8%) shares, shared voting power,
     1,162,714 (67.5%) shares, and shared investment power, 1,162,714 (67.5%)
     shares. The holdings of Class A Stock recorded for Mr. Graham include 7,200
     shares held by Mr. Graham's wife, in which he disclaims beneficial
     ownership. Mr. Graham also has voting and investment power with respect to
     shares of Class B Stock as follows: sole voting power, 1,811,211 (18.9%)
     shares, sole investment power 83,446 (<1%) shares, shared voting power
     84,314 (<1%) shares, and shared investment power, 84,314 (<1%) shares. The
     holdings of Class B Stock recorded for Mr. Graham include 35,000 shares of
     Class B Stock held by Mr. Graham's wife, in which he disclaims beneficial
     ownership and 1,526,609 (16.0%) shares issuable upon conversion of shares
     of Class A Stock deemed to be beneficially owned by Mr. Graham. The
     holdings of Class B Stock recorded for Mr. Graham also include shares of
     Class B Stock owned by subsidiaries of Berkshire Hathaway Inc., which have
     the sole investment power of the shares; sole voting power is held by Mr.
     Donald Graham under an agreement dated as of February 25, 1977, and amended
     and extended on September 13, 1985, and on May 15, 1996, which has a
     termination date (which may be extended) of February 24, 2007.

(b)  According to information as of February 1, 2005, and available to the
     Company, Mr. William Graham has voting and investment power with respect to
     shares of Class A Stock as follows: shared voting power, 107,849 (6.3%)
     shares, and shared investment power, 107,849 (6.3%) shares. In addition,
     Mr. William Graham, as the beneficiary of trusts even though he has no
     voting or investment power with respect thereto, is deemed to be the
     beneficial owner of 192,000 (11.2%) shares of Class A Stock. The holdings
     of Class B Stock recorded for Mr. William Graham, including shares issuable
     upon conversion of shares of Class A Stock deemed to be beneficially owned
     by Mr. Graham, are less than five percent.

(c)  According to information as of February 1, 2005, and available to the
     Company, Mr. Stephen Graham has voting and investment power with respect to
     shares of Class A Stock as follows: shared voting power, 166,670 (9.7%)
     shares, and shared investment power, 166,670 (9.7%) shares. In addition,
     Mr. Stephen Graham, as the beneficiary of trusts even though he has no
     voting or investment power with respect thereto, is deemed to be the
     beneficial owner of 158,000 (9.2%) shares of Class A Stock. The holdings of
     Class B Stock recorded for Mr. Stephen Graham, including shares issuable
     upon conversion of shares of Class A Stock deemed to be beneficially owned
     by Mr. Graham, are less than five percent.

(d)  According to information as of February 1, 2005, and available to the
     Company, Mrs. Weymouth has voting and investment power with respect to
     shares of Class A Stock as follows: sole voting power, 76,834 (4.5%)
     shares, sole investment power, 76,834 (4.5%) shares, shared voting power,
     425,366 (24.7%) shares, and shared investment power, 425,366 (24.7%)
     shares. In addition Mrs. Weymouth, as the beneficiary of a trust even
     though she has no voting or investment power with respect thereto, is
     deemed the beneficial owner of 83,000 (4.8%) shares of Class A Stock. Mrs.
     Weymouth also has voting and investment power with respect to shares of
     Class B Stock as follows: sole voting power, 5,000 (<1%) shares, and sole
     investment power, 5,000 (<1%) shares. The holdings of Class B Stock
     recorded for Mrs. Weymouth include 585,200 (6.1%) shares issuable upon
     conversion of shares of Class A Stock deemed to beneficially owned by her.

(e)  According to information as of February 1, 2005, and available to the
     Company, Mr. Gillespie, as trustee of various trusts, has voting and
     investment power with respect to shares of Class A Stock as follows: shared
     voting power, 612,990 (35.6%) shares, and shared investment power, 612,990
     (35.6%) shares. In addition, Mr. Gillespie has voting and investment power
     with respect to shares of Class B Stock as follows: sole voting power,
     4,000 (<1%) shares, sole investment power, 4,000 (<1%) shares, shared
     voting power, 370,296 (3.9%) shares and shared investment power, 370,296
     (3.9%) shares. The holdings of Class B Stock recorded for Mr. Gillespie
     include 612,990 (6.4%) shares issuable upon conversion of shares of Class A
     Stock deemed to be beneficially owned by Mr. Gillespie, as trustee of
     various trusts.

(f)  According to information as of February 1, 2005, and available to the
     Company, Mr. Mosley, as trustee of various trusts, has voting and
     investment power with respect to shares of Class A Stock as follows: shared
     voting power, 668,908 (38.8%) shares, and shared investment power, 668,908
     (38.8%) shares. The holdings of Class B Stock recorded for Mr. Mosley
     include 668,908 (6.4%) shares issuable upon conversion of shares of Class A
     Stock deemed to be beneficially owned by Mr. Mosley, as trustee of various
     trusts.

(g)  According to information as of February 1, 2005, and available to the
     Company, Berkshire Hathaway Inc. ("Berkshire") is the beneficial owner of
     1,727,765 (18.0%) shares of Class B Stock. The ownership of these shares is
     through several subsidiaries of Berkshire. Mr. Warren Buffett is Chairman
     of the Board of Berkshire. Mr. Buffett, the estate of Susan Buffett, (of
     which Mr. Buffett is the executor) and certain trusts of which Mr. Buffett
     is a trustee, but in which he has no economic interest, own approximately
     32.7% of the aggregate economic interest of Berkshire Class A and Class B
     common stock and Mr. Buffett may be deemed to be in control of Berkshire
     under Federal securities laws. With respect to shares of Class B Stock
     owned by subsidiaries of Berkshire, Mr. Buffett, Berkshire and such
     subsidiaries may be considered to share investment power. Pursuant to an
     agreement dated as of February 25, 1977 and amended and extended on
     September 13, 1985, and on May 15, 1996 (which has a termination date
     (which may be extended) of February 24, 2007), Mr. Buffett, Berkshire and
     such subsidiaries have granted Mr. Donald Graham a proxy to vote such
     shares in his discretion.

(h)  According to information based on the Schedule 13G filed by Franklin Mutual
     Advisers, LLC on February 4, 2005, Franklin Mutual Advisers, LLC
     ("Franklin"), was deemed to be the beneficial owner of 550,923 (5.8%)
     shares of Class B Stock. Shares held in such name are believed to be held
     for the accounts of a number of beneficial owners. Franklin has sole voting
     and investment power over 550,923 (5.8%) shares of Class B Stock.

(i)  According to information as of February 1, 2005, and available to the
     Company, Mr. Donald Graham, Mrs. Weymouth, and Mr. Gillespie share voting
     and investment power over 425,366 (24.7%) shares of Class A Stock; Mr.
     Gillespie and Mr. William Graham share voting and investment power over
     18,000 (1.1%) shares of Class A Stock; Mr. Gillespie, Mr. William Graham
     and Mr. Donald Graham share voting and investment power over 36,452 (2.1%)
     shares of Class A Stock; Mr. Gillespie, Mr. Stephen Graham and Mr. Donald
     Graham share voting and investment power over 41,366 (2.4%) shares of Class
     A Stock; Mr. Donald Graham and Mr. Gillespie share voting and investment
     power over 91,806 (5.3%) shares of Class A Stock; Mr. Donald Graham and Mr.
     Daniel L. Mosley share voting and investment power over 453,830 (26.4%)
     shares of Class A Stock; Mr. Donald Graham, Mr. Mosley and Mr. William
     Graham share voting and investment power over 53,397 (3.1%) shares of Class
     A Stock; Mr. Donald Graham, Mr. Mosley and Mr. Stephen Graham share voting
     and investment power over 60,497 (3.5%) shares of Class A Stock; Mr.
     Stephen Graham and Mr. Mosley share voting and investment power over 64,807
     (3.8%) shares of Class A Stock; Mr. Donald Graham and Mr. Gillespie share
     voting and investment power over 30,000 (<1%) shares of Class B Stock; Mr.
     Donald Graham and Mr. Mosley share voting and investment power over 2,975
     (<1%) shares of Class B Stock; Mr. Donald Graham, Mr. William Graham and
     Mr. Gillespie share voting and investment power over 5,000 (<1%) shares of
     Class B Stock; Mr. Donald Graham shares voting and investment power over
     46,399 (<1%) shares of Class B Stock held by the Philip L. Graham Trust;
     Mr. Gillespie shares voting power and investment power over 335,296 (3.5%)
     of Class B Stock held by various trusts for the benefit of other
     descendants of Eugene Meyer.


                                       12
<PAGE>

        The table below, which is based upon information furnished to the
Company by its Directors and officers, shows as of February 1, 2005, for each
person nominated for election as a Director, and for all Directors and
executive officers of the Company as a group, the number of shares of each
class of Common Stock "beneficially owned" (as defined in the Securities and
Exchange Commission's proxy rules) and, in the case of each nominee for election
as a Director, the nature of such "beneficial ownership". For the reasons set
forth in the first paragraph of this section of the Proxy Statement, there is
very substantial duplication in the numbers of shares and percentages shown in
the following table.

<TABLE>
<CAPTION>
                      HOLDINGS OF DIRECTORS AND OFFICERS***

                                                                     SHARES (%)
                                                    ---------------------------------------------
                                                           CLASS A               CLASS B (A)
                                                    --------------------     --------------------
<S>                                                   <C>                    <C>
Warren E. Buffett**** ............................            -                 1,727,765(18.0%)
Barry Diller .....................................            -                            1000*
John L. Dotson Jr. ...............................            -                             100*
Melinda F. Gates .................................            -                           1,100*
George J. Gillespie, III** .......................      612,990(35.6%)            987,286(10.3%)
Donald E. Graham** ...............................    1,562,609(88.6%)          3,493,134(36.4%)
Ronald L. Olson ..................................            -                             300*
Alice M. Rivlin ..................................            -                              10*
Richard D. Simmons ...............................            -                           7,428*
George W. Wilson(b) ..............................            -                             305*
All Directors and executive officers as a group,
  eliminating duplications .......................    1,580,609(91.2%)       3,907,522(40.8%)(c)
</TABLE>
- -----------------------------
*    Less than one percent.

**   See Table of "Principal Holders of Stock" on page 11.

***  Unless otherwise indicated, the Directors and officers listed below have
     sole voting and investment power with respect to such securities.

**** With respect to voting securities which may be beneficially owned by Mr.
     Buffett, see footnote (g) on page 12.

(a)  Includes 1,722,250 shares of Class B Stock issuable upon conversion of
     shares of Class A Stock beneficially owned.

(b)  Includes 105 shares of  Class B Stock owned by Mr. Wilson's wife in which
     he disclaims beneficial  ownership.

(c)  This number includes 1,580,609 shares of Class B Stock issuable upon
     conversion of shares of Class A Stock "beneficially owned" by Directors and
     executive officers and 11,500 shares of Class B Stock which Directors and
     executive officers have the right to purchase on or before April 1, 2005
     pursuant to stock options; it does not include 94,434 shares of Class B
     Stock held as of February 1, 2005 by the trustee of various savings plans
     maintained by the Company and its business units over which the trustee has
     voting and investment powers.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of Class B Common
Stock.

        To the Company's knowledge, based solely on a review of such reports and
on information furnished to the Company and written representations that no
other reports were required, during the fiscal year ended January 2, 2005, all
applicable Section 16(a) filing requirements were complied with, except for one
by George W. Wilson with respect to a broker-based dividend reinvestment program
for shares owned by Mr. Wilson's spouse, in which he disclaims beneficial
ownership.


                                       13
<PAGE>

               PROPOSAL 2: APPROVAL OF RESERVATION OF ADDITIONAL
             SHARES FOR THE GRANT OF FUTURE RESTRICTED STOCK AWARDS

        The Company's Board of Directors believes it is in the best interests of
the Company to reserve an additional 150,000 shares of Class B Common Stock of
the Company to be made available for awards of restricted stock that may be
granted in the future under the Company's Incentive Compensation Plan and
thereby preserve the ability of the Company to make grants of restricted stock
when such action is deemed appropriate in order to attract or retain capable key
employees. The Board of Directors has approved the reservation of an additional
150,000 shares of Class B Common Stock and unanimously voted to submit and
recommend such action to the stockholders of the Company for adoption.

        As of March 1, 2005, 33,195 shares of the Company's Class B Common Stock
were subject to restricted stock awards outstanding and 10,960 were available
for future restricted stock awards under the Incentive Compensation Plan. On
March 1, 2005, the reported closing price of the Class B Common Stock on the New
York Stock Exchange was $896.50.

        The Long-Term Incentive Compensation Plan, the predecessor Plan to the
Incentive Compensation Plan, was originally approved by the holders of Class A
Common Stock in December 1981. Under the Long-Term Incentive Compensation Plan,
275,000 shares of Class B Common Stock were reserved for issuance as restricted
stock to be awarded to officers and key employees of the Company and its
subsidiaries. In 2001, the Annual Incentive Compensation Plan, originally
approved by the holders of Class A Common Stock in February 1974, was
re-combined with the Long-Term Incentive Compensation Plan to create one
Incentive Compensation Plan.

        The purpose of the Incentive Compensation Plan was and is to secure to
the Company and its shareholders the benefits of the incentive inherent in the
ownership of, and the opportunity to own, Class B Common Stock of the Company by
employees who have been or will be responsible for its future growth and
continued success. There are at present approximately 233 employees who hold
restricted stock grants (many of whom have received more than one grant). Awards
are granted at the discretion of the Compensation Committee of the Board of
Directors consisting of not less than three members of the Board, each of who
shall be a "disinterested" person within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. Members of the Compensation
Committee are appointed by the Board of Directors of the Company, serve at the
pleasure of the Board and are ineligible to receive restricted stock awards. The
Committee shall have complete authority to establish rules and regulations for
the administration of the Incentive Compensation Plan. The current members of
the Compensation Committee are Barry Diller, John L. Dotson Jr. and George W.
Wilson.

        Based on Award Cycles determined by the Compensation Committee, which
shall not be less than three years, the Committee is authorized to award shares
of the Company's Class B Common Stock subject to a restriction prohibiting the
sale or transfer of the shares until the end of the Award Cycle for which they
were awarded. No individual may be granted more than 10,000 shares of restricted
stock in the aggregate under all outstanding, unexpired Award Cycles. The
recipient of restricted stock is the owner of the shares and is entitled to all
the rights of ownership (including the right to receive dividends) from the
effective date of the award, except that the shares may not be sold or otherwise
transferred until the day following the end of the Award Cycle for which they
are awarded (the "Vesting Date").

        If a recipient of restricted stock remains continuously employed through
the end of the Award Cycle for which such award was made, the restriction will
then terminate on all his or her restricted stock. If the recipient's employment
terminates before the Vesting Date because of death, disability or retirement at
normal retirement age, the restriction will terminate as to a prorated
percentage of the payout value of his or her restricted stock. The prorated
percentage is calculated by dividing his months of service during the Award
Cycle by the number of months from the effective date of his or her award to the
Vesting Date.

        If the recipient's employment terminates before the Vesting Date because
of early retirement, or for any other reason (other than death, disability or
retirement at normal retirement age) at least two years after the effective date
of his or her award, the Committee will determine the percentage of his or her
restricted stock as to which the restriction


                                       14
<PAGE>

will terminate, but in no event may such percentage exceed the prorated
percentage. Finally, if the recipient's employment terminates for any other
reason within two years after the date of his or her award his or her restricted
stock will effectively be cancelled. If, when a recipient's employment
terminates, he or she holds shares of restricted stock as to which the
restriction on transfer does not terminate, the ownership of such shares reverts
to the Company, and shall not be available to be awarded under the Incentive
Compensation Plan in the future.

        The Incentive Compensation Plan may be amended by the Board of Directors
of the Company. However, approval of stockholders entitled to vote thereon must
be obtained for any amendment which either increases (a) the maximum number of
shares of restricted stock that may be awarded under the Incentive Compensation
Plan, or (b) the maximum number of shares of restricted stock that may be
awarded to a participant. The approval of Class B Common Stock shareholders is
required for any modifications for which approval is required by applicable law
or exchange listing requirements.

        The Company cannot now determine the number of restricted shares to be
received by all current executive officers as a group and all other key
employees as a group. The table set forth below shows, for each person named in
the table on page 16 who is eligible to receive awards of restricted stock under
the Incentive Compensation Plan, for all current executive officers as a group,
for all non-executive officer directors as a group and for all employees other
than executive officers, (1) the number of restricted shares awarded since
December 28, 2003 through March 1, 2005 and (2) the market value of such shares
on March 1, 2005.

                         RESTRICTED STOCK GRANTS BETWEEN
                       DECEMBER 28, 2003 AND MARCH 1, 2005

- ---------------------------------------- -----------------  --------------------
                                            MARKET VALUE          NUMBER OF
                                                 ON               SHARES OF
                                            MARCH 1, 2005     RESTRICTED STOCK
- ---------------------------------------- -----------------  --------------------
NAME
  Donald E Graham ......................             --                --
  John B. Morse Jr. ....................       $179,300               200
  Gerald M. Rosberg ....................        134,475               150
  Diana M. Daniels .....................        112,063               125
  Ann L. McDaniel ......................        134,475               150

  Executive Group ......................        560,313               625
  Non-Executive Director Group .........             --                --
  Non-Executive Officer Employee Group .     13,976,435            15,590


        FINANCIAL EFFECT

        The financial effect of this proposal depends on a number of variables
including the number of shares of restricted stock that are awarded and that
vest over any given period of time and the market value of the restricted stock
when it is awarded and when the restrictions lapse.

        For illustrative purposes, a projection has been made of the maximum
cost to the Plan over the eight-year period 2005-2012. For purposes of such
projection it was assumed that during such eight-year period there would be four
Award Cycles of 15,000 shares each (four-year cycles beginning in 2005, 2007,
2009 and 2011), the market value of the Class B Stock and the Company's pre-tax
income will increase at an annual rate of 5%, that all the restricted stock
awards vest fully, that the dividends on such shares will equal .05% of pre-tax
income. Based on those assumptions, during such eight year period the Company's
aggregate pre-tax earnings would be $5.4 billion, the aggregate charge to such
earnings to reflect awards of restricted stock under the Incentive Compensation
Plan (including dividends) would be $61.7 million or approximately 1.13% of such
pre-tax earnings.

        FEDERAL INCOME TAX CONSEQUENCES

        In the year in which the restrictions on transfer of shares of
restricted stock terminates, (i) the participant will recognize taxable ordinary
income in an amount equal to the fair market value of the shares on the date the
restriction terminates and (ii) the Company will be entitled to a deduction for
such year in the amount of the ordinary income so realized.


                                       15
<PAGE>

        Approval of the proposal is subject to the favorable vote of a majority
of the holders of Class B Common Stock outstanding, voting as a class, and a
majority of the holders of Class A Common Stock outstanding, voting as a class.
Each Class A Stock Proxy and each Class B Stock Proxy executed and returned by a
shareholder will be voted for Proposal 2, unless otherwise indicated on such
Proxy. Any shares not voted (whether by abstention, broker non-votes or
otherwise) have the effect of a negative vote.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.


                             EXECUTIVE COMPENSATION

        The following table shows the compensation paid by the Company during
2002, 2003 and 2004 to each of the chief executive officer and the four most
highly compensated executive officers of the Company.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                 ANNUAL COMPENSATION                  LONG-TERM COMPENSATION
                                        ------------------------------------ ---------------------------------------- --------------
                                                                                 AWARDS                    PAYOUTS
                                                                   OTHER     --------------------------- ------------
                                                                   ANNUAL      RESTRICTED    SECURITIES                  ALL OTHER
                                                                   COMPEN-       STOCK       UNDERLYING      LTIP         COMPEN-
PRINCIPAL POSITION             YEAR      SALARY($)   BONUS($)(1)  SATION($)   AWARDS($)(2)   OPTIONS(#)  PAYOUTS($)(1)  SATION($)(3)
                              ------    ----------- ------------ ----------- -------------- ------------ ------------ --------------
<S>                            <C>       <C>        <C>          <C>         <C>            <C>          <C>          <C>
Donald E. Graham ..........    2004      $400,000            -        -            -                -              -      $10,918
Chief Executive Officer        2003       400,000            -        -            -                -       $400,000       10,658
                               2002       400,000            -        -        $216,113             -              -        8,840

John B. Morse, Jr .........    2004       500,000     $360,750        -            -            1,000              -       30,902
Vice President and Chief       2003       450,000      327,555        -            -                -        335,400       24,922
Financial Officer              2002       385.000      277,197        -         144,075             -              -       23,116

Gerald M. Rosberg .........    2004       360,000      207,792        -            -                -              -       18,978
Vice President                 2003       340,000      197,989        -            -                -        212,850       16,638
                               2002       315,000      201,600        -          90,047             -              -       16,185

Diana M. Daniels ..........    2004       335,000      193,362        -            -                -              -       22,322
Vice President                 2003       325,000      189,254        -            -                -        193,500       16,840
                               2002       305,000      195,195        -          90,047             -              -       15,742

Ann L. McDaniel ...........    2004       325,000      187,590        -            -            1,000              -       36,252
Vice President                 2003       300,000      174,696        -            -            1,000         96,750       15,881
                               2002       270,000      172,800        -         108,056             -              -       12,975
</TABLE>
- -----------------------------
(1)     Awards may be in the form of cash or deferred cash.

(2)     The numbers in this column represent the dollar value of the restricted
        stock awarded to the named executive in the relevant fiscal year,
        regardless of the effective date of the award, which may in some cases
        be the next fiscal year. The Compensation Committee of the Board of
        Directors approved grants of restricted stock for the 2005-2008 Award
        Cycle, effective January 3, 2005, to various key employees of the
        Company, including the named executives as follows: Mr. Morse--200
        shares; Mr. Rosberg--150 shares; Ms. Daniels--125 shares and Ms.
        McDaniel--150 shares. Mr. Graham declined to receive a restricted stock
        award for the 2005-2008 Award Cycle. As of the end of fiscal 2004, the
        chief executive officer and the other named executives had the following
        aggregate restricted stock holdings: Mr. Graham--600 shares, $589,500;
        Mr. Morse--375 shares, $368,438; Mr. Rosberg--250 shares, $245,625; Ms.
        Daniels--250 shares, $245,625 and Ms. McDaniel--275 shares, $270,188.
        Dividends are paid on restricted stock and are the same as dividends on
        non-restricted stock.

(3)     Contributions to 401(k) savings plans and the Supplemental Executive
        Retirement Plan ("SERP") constitute "all other compensation" for 2004 as
        follows: Mr. Graham--$10,660 in Company contributions to 401(k) plan;
        Mr. Morse--$10,660 in Company contributions to 401(k) plan and $15,340
        in Company credits to SERP account; Mr. Rosberg--$10,660 in Company
        contributions to 401(k) plan and $8,060 in Company credits to SERP
        account; Ms. Daniels--$10,660 in Company contributions to 401(k) and
        $6,760 in Company credits to SERP account; and Ms. McDaniel--$10,660 in
        Company contributions to 401(k) plan and $6,240 in Company credits to
        SERP account. In addition, Mr. Graham had $258 of life insurance imputed
        income, Mr. Morse had $4,902 of life insurance imputed income, Mr.
        Rosberg had $258 of life insurance imputed income, Ms. Daniels had
        $4,902 of life insurance imputed income and Ms. McDaniel had $1,170 of
        life insurance imputed income, which, in each case, is included under
        "all other compensation." Ms. McDaniel also had $18,182 of financial
        services planning provided by the Company which is included under "all
        other compensation."


                                       16
<PAGE>

<TABLE>
<CAPTION>
                                            OPTION GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------  ---------------------------

                                                                                                POTENTIAL REALIZABLE
                                  INDIVIDUAL GRANTS                                               VALUE AT ASSUMED
                                                                                                  ANNUAL RATES OF
                                                                                              STOCK PRICE APPRECIATION
                                                                                                FOR OPTION TERM
- ----------------------------  ------------------------------------------------------------  ---------------------------
                                NUMBER OF      PERCENT OF
                               SECURITIES    TOTAL OPTIONS
                               UNDERLYING      GRANTED TO      EXERCISE OF
                                 OPTION        EMPLOYEES       BASE PRICE     EXPIRATION
NAME                           GRANTED(#)    IN FISCAL YEAR      ($/SH)           DATE          5%($)         10%($)
- ----                          ------------  ----------------  -------------  -------------  ------------  -------------
<S>                                <C>                 <C>         <C>          <C>            <C>          <C>
   Donald E. Graham.......             -                 -               -             -              -              -
   John B. Morse, Jr......         1,000               25%         $953.50      12/13/14       $599,651     $1,519,633
   Gerald M. Rosberg......             -                 -               -             -              -              -
   Diana M. Daniels.......             -                 -               -             -              -              -
   Ann L. McDaniel........         1,000               25%         $953.50      12/13/14       $599,651     $1,519,633

<CAPTION>
                                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                                    AND FY-END OPTION VALUES
- -------------------------------------------  --------------  -------------  ----------------  ------------------
                                                                                                  VALUE OF
                                                                                NUMBER OF        UNEXERCISED
                                                                               UNEXERCISED      IN-THE-MONEY
                                                                                OPTIONS AT       OPTIONS AT
                                                                             FISCAL YEAR-END   FISCAL YEAR-END
                                                                                    (#)              ($)
- -------------------------------------------  --------------  -------------  ----------------  ------------------
                                                 SHARES
                                               ACQUIRED ON       VALUE         EXERCISABLE/      EXERCISABLE/
NAME                                           EXERCISE (#)    REALIZED($)    UNEXERCISABLE      UNEXERCISABLE
- ----                                         --------------  -------------  ----------------  ------------------
<S>                                                    <C>       <C>            <C>           <C>
   Donald E. Graham......................                -              -                 -                   -
   John B. Morse, Jr.....................                -              -       4,000/1,000       $1,698,750/$0
   Gerald M. Rosberg.....................                -              -           6,000/0       $2,774,312/$0
   Diana M. Daniels......................                -              -           1,000/0         $439,500/$0
   Ann L. McDaniel.......................              750       $317,135         500/2,000   $157,935/$241,160

<CAPTION>
                                             EQUITY COMPENSATION PLAN INFORMATION (1)
- ---------------------------------  -----------------------------  -------------------------------  -------------------------------
                                                                                                   NUMBER OF SECURITIES REMAINING
                                    NUMBER OF SECURITIES TO BE                                      AVAILABLE FOR FUTURE ISSUANCE
                                      ISSUED UPON EXERCISE OF         WEIGHTED-AVERAGE EXERCISE       UNDER EQUITY COMPENSATION
                                   OUTSTANDING OPTIONS, WARRANTS    PRICE OF OUTSTANDING OPTIONS     PLANS (EXCLUDING SECURITIES
                                             AND RIGHTS                  WARRANTS AND RIGHTS           REFLECTED IN COLUMN (A))
PLAN CATEGORY                                   (a)                              (b)                             (c)
- ---------------------------------  -----------------------------  -------------------------------  -------------------------------
<S>                                           <C>                              <C>                              <C>
   Equity compensation
   plans approved by
   security holders..............             122,250                          $561.05                          298,875
   Equity compensation
   plans not approved by
   security holders..............                   -                                -                                -
                 Total...........             122,250                          $561.05                          298,875
</TABLE>
- ---------------------------

1       This table does not include information relating to restricted stock
        grants awarded under The Washington Post Company Incentive Compensation
        Plan, which plan was approved by the Class A Shareholders of the
        Company. As of the end of the fiscal year 2004, there were 13,291 shares
        of restricted stock outstanding under the 2001-2004 Award Cycle and
        14,510 shares of restricted stock outstanding under the 2003-2006 Award
        Cycle that had been awarded to employees of the Company and its
        subsidiaries (including those executives named in the summary
        compensation table on page 16). On January 3, 2005, there were 13,090
        shares of restricted stock outstanding under the 2005-2008 Award Cycle
        that had been awarded to employees of the Company and its subsidiaries
        (including those executives named in the summary compensation table on
        page 16). On January 4, 2005, the restrictions lapsed on 13,291 shares
        of restricted stock previously awarded in the 2001-2004 Award Cycle. As
        of February 1, 2005, there were a total of 27,870 shares of restricted
        stock outstanding under The Washington Post Company Incentive
        Compensation Plan. There are 11,135 shares of restricted stock available
        for further issuance under that Plan.

        In addition, the Company has from time to time awarded special
        discretionary grants of restricted stock to employees of the Company and
        its subsidiaries. On February 1, 2005, there were a total of 5,425
        shares of restricted stock outstanding under special discretionary
        grants approved by the Compensation Committee of the Board of Directors,
        none of which were granted to those executives named in the summary
        compensation table on page 16.

                                       17
<PAGE>

                                RETIREMENT PLANS

        BASIC PLAN. Most employees of the Company, including the executives
named in the summary compensation table, are eligible to participate (subject to
minimum service requirements) in the Company's defined benefit retirement plan.
Benefits under this basic plan are determined on the basis of base salary only,
exclusive of all bonuses, deferred compensation and other forms of remuneration.
The Company and each of its business units also maintain 401(k) savings plans in
which most employees are eligible to participate (subject to minimum service
requirements).

        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. All amounts over $170,000
(effective January 1, 2005) that would otherwise be payable under a basic
defined benefit retirement plan are currently subject to reduction because of
the annual pension limitation imposed by the Internal Revenue Code of 1986, as
amended, although the extent of such reductions may vary in individual cases
depending on circumstances existing at the time retirement payments commence. In
addition, defined benefit pension benefits and defined contribution plan
benefits payable by tax-qualified plans may not be based on annual compensation
exceeding maximum amounts imposed by the Internal Revenue Code of 1986, as
amended ($210,000 per year effective January 1, 2005).

        To offset these limitations on retirement benefits, the Company adopted
effective January 1, 1989, an unfunded Supplemental Executive Retirement Plan
(the "SERP"), which is patterned after similar plans adopted by many other
companies. Under the Company's SERP there will be calculated for certain
participating executives (including the executive officers named in the summary
compensation table) a "supplemented normal retirement benefit", which will be
determined under the rules of the qualified defined benefit retirement plan, but
without reference to either of the above-mentioned limitations and will also
include in earnings not only base salary (as in the past) but also bonuses under
the Incentive Compensation Plan. The SERP also provides a supplemental defined
contribution plan benefit, which is equal to the applicable company matching
contribution percentage times the participating executive's base salary that is
in excess of the annual covered compensation limit with respect to qualified
plan benefits. The executive is required to make contributions to the SERP in
order to receive the applicable matching company credit each year. Starting in
1994, a number of other management employees (not including said executive
officers) became participants under the Company's SERP with respect to the
supplemental normal retirement benefit only. For these participants, the
supplemented normal retirement benefits will be determined without reference to
either of the above-mentioned limitations, but will include in earnings only
base salary and not bonuses. In each case in which a retiring executive's
supplemented normal retirement benefit exceeds the benefit payable by the
retirement plan or plans in which the executive has participated, the Company
will pay such excess amount to him or her as a supplemental retirement benefit.
Participation in the SERP is determined by the Compensation Committee of the
Board of Directors, which has designated as participants a number of senior
executives including all those named in the summary compensation table (except
that Mr. Graham, who has elected not to participate in savings plan features of
the SERP, will be covered only by the retirement plan features of the SERP
described above).

        As of December 31, 2004, Mr. Graham had 31 years of service under the
Company plan, Mr. Morse had 16 years of service under the Company plan, Mr.
Rosberg had 9 years of service under the Company plan, Ms. Daniels had 27 years
of service under the Company plan and Ms. McDaniel had 21 years of service under
the Company plan.

        The following table shows the estimated maximum annual benefits payable
upon retirement at age 65 to persons in specified remuneration and
years-of-service classifications who participate in both the basic retirement
plans and the SERP (which includes all the executive officers named in the
summary compensation table):

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                         PENSION PLAN TABLES
          -----------------------------------------------------------------------------
                                         ESTIMATED MAXIMUM ANNUAL PENSION
          COVERED                       (COMPUTED AS STRAIGHT LIFE ANNUITY)
          COMPENSATION            FOR REPRESENTATIVE YEARS OF CREDITED SERVICE(A)
          -----------------------------------------------------------------------------
          COMPANY
          P LAN(B)(C)      10        15         20         25         30          35
          -----------  ---------  ---------  ---------  ---------  ---------  ---------
<S>        <C>         <C>        <C>         <C>        <C>        <C>        <C>
           $300,000     $54,500    $81,750    $109,000   $136,250   $163,500   $163,500
            400,000      72,000    108,000     144,000    180,000    216,000    216,000
            450,000      80,750    121,125     161,500    201,875    242,250    242,250
            500,000      89,500    134,250     179,000    223,750    268,500    268,500
            550,000      98,250    147,375     196,500    245,625    294,750    294,750
            600,000     107,000    160,500     214,000    267,500    321,000    321,000
            650,000     115,750    173,625     231,500    289,375    347,250    347,250
            700,000     124,500    186,750     249,000    311,250    373,500    373,500
            750,000     133,250    199,875     266,500    333,125    399,750    399,750
            800,000     142,000    213,000     284,000    355,000    426,000    426,000
            850,000     150,750    226,125     301,500    376,875    452,250    452,250
</TABLE>
- ---------------------------
(a)     Before deducting the effect on benefits of an offset applicable to
        certain benefits paid under the Company plan and based on average social
        security covered compensation over the employee's career. For an
        individual retiring at age 65 during 2004 the deduction would be as
        follows for the indicated number of years of credited service: 10 years,
        $2,776; 15 years, $4,164; 20 years, $5,551; 25 years, $6,939; 30 and 35
        years, $8,327.

(b)     Plan provides increased benefits for years of service after 1991. The
        benefits shown in the table are those provided for service after 1991.

(c)     This table does not include estimated annual pension calculations for
        individuals who, commencing in 2003, meet the "Rule of 90" (i.e., the
        participant's age when added to his or her years of service adds to 90)
        and thus became eligible to receive an actuarially unreduced pension
        upon retirement before age 65.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERALL POLICY

        The Company's executive compensation program is based on the premise
that compensation should be competitive and linked to corporate performance. To
that end, the Company has developed an overall compensation strategy and
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified short-term and long-term performance
goals and to long-term appreciation in the Company's stock price. The strategy
also supports an environment that rewards Company and business unit achievement
as compared to that of industry performance levels over a number of years, where
such comparisons are appropriate. The Company seeks to offer compensation that
will attract and retain key executive talent critical to the long-term success
of the Company, to motivate these executives to achieve goals inherent in the
Company's business strategy, to link executive and shareholder interests through
equity-based plans and finally to provide a compensation package that recognizes
individual contributions as well as overall business results.

        Each year the Compensation Committee conducts a full review of the
Company's executive compensation program. This review includes a comprehensive
report from the Company's Vice President responsible for human resources
assessing the effectiveness of the Company's compensation program and comparing
the Company's executive compensation, corporate performance and total return to
shareholders to a group of corporations that represent companies with business
portfolios similar to that of the Company. The Compensation Committee reviews
the selection of peer companies used for compensation purposes. Certain
information about compensation levels in other companies included in this report
is collected by independent consultants. The Compensation Committee uses the
median executive compensation range of such peer companies as a guideline in
setting the compensation of the Company's executives. The peer companies used
for compensation purposes are constructed on a division-by-division basis and,
thus, are not necessarily identical to the Standard & Poor's Publishing Index in
the Performance Graph included in this proxy statement. For example, in
determining the companies by which to measure the Company's broadcasting
division, the comparison is made with purely broadcasting companies or
broadcasting divisions within multimedia companies; in contrast the companies

                                       19
<PAGE>

included in the indices selected for comparison purposes in the Performance
Graph consist of companies with multimedia holdings. The annual compensation
reviews permit an ongoing evaluation of the link between the Company's and its
business units' performance and its executive compensation in the context of the
compensation programs of other companies and of the Company's total return to
shareholders.

        The Compensation Committee determines the compensation of approximately
the 126 most highly compensated corporate and divisional executives, including
the chief executive officer and the other executives named in the summary
compensation table. In reviewing the individual performance of the named
executives, the Compensation Committee takes into account the views of Mr.
Graham.

        The key elements of the Company's executive compensation consist of base
salary, annual bonus, performance units, restricted stock and stock options. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to Mr. Graham, the Company's
chief executive officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to an individual, including special incentive compensation plans,
pension and savings plan benefits, supplemental retirement benefits and other
benefits as well.

BASE SALARIES

        Base salaries for executives are initially determined by evaluating the
responsibilities of the position held and the experience of the individual, and
by reference to the competitive marketplace for executive talent, including,
where available, a comparison to base salaries for comparable positions at other
media and for-profit education companies, as applicable.

        Salary adjustments are generally implemented on a twelve-month or longer
cycle and upon promotion. Such adjustments are determined by evaluating the
performance of the Company and the individual executive officer, and may also
take into account new responsibilities. In the case of executives with
responsibility for a particular business unit, such unit's financial results are
also considered, including, depending on the business unit, revenue, operating
income and cash flow. The Compensation Committee, where appropriate, also
considers other measures. These may include, among other factors, increases in
market share, reduction or cost containment in operating expenses, journalistic
achievements, improvements in product quality and improvements in relations with
customers, suppliers and employees, and comparisons to base salaries for
comparable positions at other media or for-profit education companies, as
applicable. In order to preserve flexibility in setting compensation, the
Compensation Committee has not established specific elements of Company or
business unit performance, which must be evaluated or assigned relative weights
to such elements. Different factors are considered in evaluating each
executive's base salary depending on such executive's position and business
unit.

        With respect to the base salary paid to Mr. Graham in 2004, the
Compensation Committee took into account a comparison of base salaries of chief
executive officers of peer companies, the Company's results in 2003 and the
performance of the Company. The Compensation Committee also took into account
Mr. Graham's service to the Company and his performance since 1979 when he
became publisher of The Washington Post. The Compensation Committee noted that
Mr. Graham's base salary is significantly below the median of base salaries paid
to chief executive officers of peer companies. However, because of Mr. Graham's
continued request, for personal reasons, to forego a base salary increase, Mr.
Graham's base salary in 2004 remained at $400,000, the level established in 1991
upon his promotion to President and chief executive officer. The Compensation
Committee does not give significance to the below market salary of Mr. Graham
when reviewing and establishing base salary levels for other exec-utives.

INCENTIVE COMPENSATION PLAN

         The Company has an incentive compensation plan made up of two
components--annual and long-term--under which awards are made primarily to key
management and professional employees, including the Company's executive
officers, who have made or are in a position to make significant contributions
to the profitability of the Company and enhance shareholder value. The plan is
administered by the Compensation Committee.

                                       20
<PAGE>

ANNUAL COMPONENT

        The annual component of the Incentive Compensation Plan provides for
annual incentive compensation awards based on the Company's and its business
units' short-term, i.e., annual, financial performance. At the end of 2003, the
Compensation Committee approved a range of incentive payouts for 2004 keyed to
performance against specified goals related to budgeted operating income, cash
flow or earnings per share, which vary by business unit. Mr. Graham waived
participation in the annual component of the Incentive Compensation Plan with
respect to 2004. In 2004 the Company exceeded its budgeted earnings per share
goal. Annual incentive compensation awards were paid to the executive officers
named in the summary compensation table on page 16.

LONG-TERM COMPONENT

        To balance the annual component of the Incentive Compensation Plan,
which is intended to reward short-term financial performance, the long-term
component provides incentives for improved financial performance over periods of
Award Cycles (which beginning in 1983 have consisted, and are expected to
continue to consist, primarily of four-year periods starting at two-year
intervals).

PERFORMANCE UNITS.

        In January 2005, the Compensation Committee of the Board of Directors
approved grants of Performance Units for the 2005-2008 Award Cycle to various
key employees of the Company, including the chief executive officer and the
named executives. Pursuant to these grants, the chief executive officer and the
named executives received the following: Donald E. Graham, 7,500 Performance
Units; John B. Morse, Jr., 5,000 Performance Units; Gerald M. Rosberg, 3,500
Performance Units; Diana M. Daniels, 1,700 Performance Units; and Ann L.
McDaniel, 3,500 Performance Units. Each Performance Unit has a nominal value of
$100. The number of Units awarded was determined with reference to an
individual's scope of responsibilities and level of Plan participation. The
payout opportunities for the 2005-2008 Award Cycle for Performance Units granted
to these individuals will be based on the achievement of financial and operating
goals of certain of the major operating divisions.

        In December 2002, the Compensation Committee of the Board of Directors
approved grants of Performance Units for the 2003-2006 Award Cycle to various
key employees of the Company, including the chief executive officer and the
named executives. Pursuant to these grants, the chief executive officer and the
named executives received the following: Donald E. Graham, 7,500 Performance
Units; John B. Morse, Jr., 4,000 Performance Units; Gerald M. Rosberg, 2,500
Performance Units; Diana M. Daniels, 1,700 Performance Units; and Ann L.
McDaniel, 2,500 Performance Units. In January 2005, the Compensation Committee
approved grants of additional shares of Performance Unites for the 2003-2006
Award Cycle to various key employees of the Company, including the chief
executive officer and the named executives. Pursuant to the additional grants,
the chief executive officer and the named executives received the following
additional Performance Units: Donald E. Graham, 781 Performance Units; John B.
Morse, Jr., 417 Performance Units; Gerald M. Rosberg, 260 Performance Units;
Diana M. Daniels, 177 Performance Units; and Ann L. McDaniel, 260 Performance
Units. Each Performance Unit has a nominal value of $100. The number of Units
awarded was determined with reference to an individual's scope of
responsibilities and level of Plan participation. The payout opportunities for
the 2003-2006 Award Cycle for Performance Units granted to these individuals
will be based on the achievement of financial and operating goals of certain of
the major operating divisions.

        In December 2000, executive officers of the Company, including the chief
executive officer and the named executives, were granted Performance Units for
the 2001-2004 Award Cycle. Pursuant to these grants, the chief executive officer
and the named executives received the following: Donald E. Graham, 7,500
Performance Units; John B. Morse, Jr., 2,800 Performance Units; Gerald M.
Rosberg, 2,000 Performance Units; Diana M. Daniels, 1,600 Performance Units; and
Ann L. McDaniel, 1,500 Performance Units. As in the past, each Performance Unit
has a nominal value of $100. The number of Units awarded is determined with
reference to an individual's scope of responsibilities and level of Plan
participation. The payout opportunities for the 2001-2004 Award Cycle for
Performance Units granted to these individuals will be based on the achievement
of financial and operating goals of certain of the major operating divisions.
The final Performance Unit valuation for the 2001-2004 Award Cycle was
determined in March 2005. For the 2001-2004 Award Cycle, Mr. Graham received
$400,000 in payout of his 7,500 Performance Units.

                                       21
<PAGE>

RESTRICTED STOCK.

        In December 2004, the named executives and other key employees were
granted new Restricted Stock, effective January 3, 2005, for the 2005-2008 Award
Cycle, based on plan levels similar to those used for determining the number of
shares of Restricted Stock in prior years. The number of shares of Restricted
Stock awarded is determined by an individual's scope of responsibilities and
relative level of Plan participation. Awards to the named executives are
referenced in the footnote to the column headed "Restricted Stock Awards" in the
Summary Compensation Table shown on page 16. Mr. Graham declined to be
considered for an award of Restricted Stock for the 2005-2008 Award Cycle.

        In December 2002, the named executives and other key employees were
granted new Restricted Stock for the 2003-2006 Award Cycle, based on plan levels
similar to those used for determining the number of shares of Restricted Stock
in prior years, including 300 shares of Restricted Stock awarded to Mr. Graham.
The number of shares of Restricted Stock awarded is determined by an
individual's scope of responsibilities and relative level of Plan participation.
Awards to the named executives are referenced in the footnote to the column
headed "Restricted Stock Awards" in the Summary Compensation Table shown on page
16.


        On January 4, 2005, the restrictions terminated on shares of Restricted
Stock awarded to Mr. Graham and the other named executives for the 2001-2004
Award Cycle. Mr. Graham received unrestricted title to 300 shares having a fair
market value of $286,923 as of that date.

SPECIAL INCENTIVES.

        From time to time the Compensation Committee adopts special targeted
incentive plans for key executives. These plans provide a one-time special
incentive opportunity based on the achievement of special quantifiable operating
objectives. No special incentive plans are currently in place for any of the
named executives.

STOCK OPTION PLAN

        Under the Company's Stock Option Plan, which was approved by
shareholders, shares of Class B Stock are issuable upon the exercise of stock
options that have been or may be granted to key employees of the Company and its
subsidiaries, including the executives whose compensation is detailed in this
proxy statement.

        The Compensation Committee believes that significant equity interests in
the Company held by key employees responsible for the Company's future growth
and continued success align the interests of shareholders and management, since
the full benefit of the compensation package cannot be realized unless stock
appreciation occurs over a number of years. In the opinion of management, which
is concurred in by the Compensation Committee, there are at present 50 key
employees who fall within that category and have been awarded stock options.
Although there is no target stock ownership level for key employees, in
determining the number of shares to be granted under options, the Compensation
Committee takes into account the amount and value of options currently held, as
well as makes a judgment about the level of contribution already made by and the
potential of such key employees to continue to make contributions to the
Company. The Compensation Committee does not assign relative weights to such
factors.

        Given Mr. Graham's significant ownership in the Company (see description
of holdings under "Stock Holdings of Certain Beneficial Owners and Management"),
the Compensation Committee has not granted any stock options to Mr. Graham.

        One stock option award was granted to each of two of the executives
whose compensation is detailed in this proxy statement during 2004.

OTHER COMPENSATION PLANS

        At various times in the past the Company has adopted certain broad-based
employee benefit plans in which the chief executive officer and the other named
executives are eligible to participate on the same terms as nonexecutive
employees who meet applicable eligibility criteria, subject to applicable legal
limitations on the amount of benefits that may be payable pursuant to those

                                       22
<PAGE>

plans. Benefits under the savings and retirement plans are not tied to Company
performance.

        For the chief executive officer and certain other senior executives and
managerial employees, including the named executives, the Company's Supplemental
Executive Retirement Plan ("SERP") provides tax-deferred accruals of amounts
proportionate to the benefits available to non-highly compensated participants
in the Company's savings and retirement plans, but which exceed benefits
permitted under the Company's plans because of tax law limitations. In 2004 no
amount was accrued for the benefit of Mr. Graham with respect to an employer
credit under the Company's SERP inasmuch as Mr. Graham waived his right for 2004
to maintain a separate unfunded savings plan account under the SERP. The amount
accrued to the named executives are shown in the footnote to the column headed
"All other compensation" in the Summary Compensation Table shown on page 16. The
estimated annual pension amounts set forth in the table on page 19 show the
maximum benefits payable to Mr. Graham and the named executives upon retirement
at age 65, to the extent they participate in the basic retirement plan and the
supplemental executive retirement plan. The benefits payable to Mr. Graham and
the named executives under the SERP are determined with reference to
compensation including annual bonuses under the Incentive Compensation Plan.

        The Company has in place a voluntary deferred compensation plan for
senior executives. The plan provides an opportunity for participants to elect to
defer the receipt of all or a portion of cash awards under the annual and/or
long-term components of the Incentive Compensation Plan. Elections to defer must
be filed in advance of earning such awards. Deferred amounts will earn
investment credits in accordance with participant elections from a choice of
investment indexes. Deferred amounts will be payable at retirement or such other
future date as specified by the participant at the time of election.

CONCLUSION

        Through the programs described above, a significant portion of the
Company's executive compensation is linked directly to business unit and
corporate performance and stock price appreciation. The Compensation Committee
intends to continue the policy of linking executive compensation to corporate
performance and returns to shareholders and deems it desirable that compensation
paid under the Incentive Compensation Plan and the Stock Option Plan meet the
requirements of Section 162(m) of the Internal Revenue Code concerning
deductibility of executive compensation. However, the Committee reserves the
right to put in place compensation programs that do not meet the requirements of
Section 162(m) resulting in compensation payments that are not deductible by the
Company, if such programs are otherwise in the best interests of the Company.

                                                George W. Wilson, Chairman
                                                Barry Diller
                                                John L. Dotson Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Barry Diller, John L. Dotson Jr. and George W. Wilson served as members
of the Compensation Committee in 2004.

                             AUDIT COMMITTEE REPORT

        One of the standing committees of the Board of Directors of the Company
is the Audit Committee. Currently there are three non-employee members of the
Board on the Audit Committee -- Ronald L. Olson, Alice M. Rivlin, and Richard D.
Simmons, who serves as chairman of the Audit Committee. The Audit Committee
operates under a mandate from the Board of Directors, which has determined that
each Committee member is "independent" under the listing standards of the New
York Stock Exchange and Item 7 of Rule 14a-101 of the Security Exchange Act of
1934. Specifically, the Board determined that none of the members of the Audit
Committee (or any immediate family member) (i) had been employed by or
affiliated with the Company within the past three years, (ii) received any
compensation from the Company other than director and committee fees and pension
or other forms of deferred compensation (not contingent in any way on continued
service), (iii) is an executive officer of a company that makes payments to or

                                       23
<PAGE>

receives payments from the Company in an amount which exceeds the greater of $1
million or 2% of such other company's consolidated gross revenues within the
past three years or (iv) has a material relationship with the Company.

        Management has the primary responsibility for the preparation of the
Company's financial statements in accordance with generally accepted accounting
principles and for the financial reporting process, including its system of
internal control. The Company's independent auditors, PricewaterhouseCoopers
LLP, are responsible for auditing those financial statements in accordance with
auditing standards generally accepted in the United States of America and for
issuing a report thereon and on management's assessment of the effectiveness of
the Company's internal controls. In this context, the Audit Committee's
responsibility is to monitor and review these processes, as well as the
independence and performance of the Company's auditors. The Audit Committee has
relied in undertaking its monitoring and review responsibilities, without
independent verification, on management's representation that the financial
statements have been prepared with integrity and objectivity and in conformity
with generally accepted accounting procedures in the United States of America
and on the representations of PricewaterhouseCoopers LLP included in their
report on the Company's financial statements.

        The Audit Committee has reviewed and discussed the audited fiscal year
2004 financial statements with the Company's management. In addition, the Audit
Committee has discussed with PricewaterhouseCoopers LLP the matters required to
be discussed by Statement on Accounting Standards No. 61 (Communication with
Audit Committees), as modified or supplemented. The Audit Committee has received
the written disclosures and the letter from PricewaterhouseCoopers LLP required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), as modified or supplemented, and has discussed with the
independent auditors their independence from the Company and its management. The
Audit Committee has also considered whether PricewaterhouseCoopers LLP's
provision of non-audit services to the Company is compatible with the
independence of such firm.

        The Audit Committee also paid close attention to, and devoted
considerable time on, reviewing and understanding the certification process on
internal controls mandated under Section 404 of the Sarbanes/Oxley Act of 2002,
as well as the progress being made by the Company and the independent auditors
in meeting the required deadline for certification under Section 404 for fiscal
year 2004.

PRE-APPROVAL POLICY

        In 2004, the Audit Committee again reviewed and re-authorized its
policies and procedures with regard to the pre-approval of audit and non-audit
services performed by the independent auditor in order to assure that the
provision of such services do not impair the auditor's independence. Unless a
type of service to be provided by the independent auditor has received general
pre-approval, it will require specific pre-approval by the Audit Committee. Any
proposed services exceeding pre-approved cost levels will require specific
pre-approval by the Audit Committee. The term of any general pre-approval is 12
months from the date of pre-approval, unless the Audit Committee specifically
provides for a different period. The Audit Committee will periodically review
and pre-approve the services that may be provided by the independent auditor
without obtaining specific pre-approval from the Chairman of the Audit
Committee, as well as revise the list of general pre-approved services from time
to time, based on subsequent determinations.

        The Audit Committee will not delegate its responsibilities to
pre-approve services performed by the independent auditor to management. The
Audit Committee may delegate pre-approval authority to one or more of its
members. The annual audit services engagement terms and fees will be subject to
the specific pre-approval of the Audit Committee. The Audit Committee will
approve, if necessary, any changes in terms, conditions and fees resulting from
changes in audit scope, Company structure or other matters. In addition to the
annual audit services engagement specifically approved by the Audit Committee,
the Audit Committee may grant general pre-approval for other audit services,
which are those services that only the independent auditor reasonably can
provide.

        Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements or that are traditionally performed by the independent
auditor. The Audit Committee believes that the provision of audit-related
services does not impair the independence of the independent auditor.

        The Audit Committee believes that the independent auditor can provide
tax services to the Company such as tax compliance, tax planning and tax advice

                                       24
<PAGE>

without impairing such auditor's independence. However, the Audit Committee will
not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations.

        The Audit Committee may grant general pre-approval to those permissible
non-audit services classified as All Other services that it believes are routine
and recurring services, and would not impair the independence of the auditor.
Pre-approval fee levels for all such services to be provided by the independent
auditor will be established annually by the Audit Committee. Any proposed
services exceeding these levels will require specific pre-approval by the Audit
Committee.

        Requests or applications to provide services that require specific
approval by the Audit Committee will be submitted to the Audit Committee by both
the independent auditor and the Chief Financial Officer or Controller (or other
designated officer), and must include a joint statement as to whether, in their
view, the request or application is consistent with the SEC's rules on auditor
independence.

        In addition, the Audit Committee has established procedures for and
received periodic reports on the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters and the confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or auditing matters
through the use of a third-party managed telephone hotline.

AUDIT FEES

        The fees paid to PricewaterhouseCoopers LLP for the annual audit,
statutory audits and review of financial statements included in the Company's
Form 10-Qs, including reimbursable expenses, were $3,800,000 in 2004 and
$1,574,000 in 2003, which fees were reviewed and approved by the Audit
Committee.

AUDIT-RELATED FEES

        The fees paid to PricewaterhouseCoopers LLP for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and not included under "Audit Fees" above, including
reimbursable expenses, were $200,000 in 2004 and $414,000 in 2003, which fees
were reviewed and approved by the Audit Committee. These fees were primarily for
financial due diligence and transaction analysis, audits of employee retirement
and savings plans, and other audit-related reports.

TAX FEES

        The fees paid to PricewaterhouseCoopers LLP for tax compliance, tax
advice and tax planning, including reimbursable expenses, were $801,000 in 2004
and $1,499,000 in 2003, which fees were reviewed and approved by the Audit
Committee. These fees were primarily for tax due diligence and transaction
analysis, expatriate tax services, and Federal, multi-state and foreign tax
consulting.

ALL OTHER FEES

        The fees paid to PricewaterhouseCoopers LLP for all other products and
services provided by PricewaterhouseCoopers LLP, specifically software tools,
were $1,500 in 2004 and $4,000 in 2003. There were no fees paid to
PricewaterhouseCoopers LLP for financial information systems design or
implementation in either 2004 or 2003.

        Based on such review and discussion and in reliance thereon, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended January 2, 2005, for filing with the Securities
and Exchange Commission.

                                            Richard D. Simmons, Chairman
                                            Ronald L. Olson
                                            Alice M. Rivlin

                                       25
<PAGE>

                                PERFORMANCE GRAPH

        The following graph is a comparison of the yearly percentage change in
the Company's cumulative total shareholder return with the cumulative total
return of the Standard & Poor's 500 Stock Index and the Standard & Poor's
Publishing Index. The Standard & Poor's 500 Stock Index is comprised of 500 U.S.
companies in the industrial, transportation, utilities and financial industries,
weighted by market capitalization. The Standard & Poor's Publishing Index is
comprised of Dow Jones & Company, Inc., Gannett Co., Inc., Knight-Ridder, Inc.,
The McGraw-Hill Companies, Meredith Corporation, The New York Times Company, The
Times Mirror Company (through the date of its acquisition by Tribune Company in
May 2000) and Tribune Company, weighted by market capitalization.

        The graph reflects the investment of $100 on December 31, 1999, in the
Company's Class B Common Stock, the Standard & Poor's 500 Stock Index and the
Standard & Poor's Publishing Index. For purposes of this graph, it has been
assumed that dividends were reinvested on the date paid in the case of the
Company and on a quarterly basis in the case of the Standard & Poor's 500 Index
and the Standard & Poor's Publishing Index.

                           THE WASHINGTON POST COMPANY
                    CUMULATIVE TOTAL SHAREHOLDER RETURN FOR
                    FIVE-YEAR PERIOD ENDING DECEMBER 31, 2004




                              [PERFORMANCE GRAPH]




<TABLE>
<CAPTION>

    DECEMBER 31 ...                  1999     2000     2001    2002     2003     2004
<S>                                 <C>      <C>      <C>     <C>      <C>      <C>
      Washington Post               100.00   112.15   97.32   136.72   147.80   185.04
      S&P 500 Index                 100.00    90.90   80.09    62.39    80.29    89.03
      S&P Publishing                100.00    89.71   92.84    98.92   117.52   114.13
</TABLE>




                                       26
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Effective September 2004, the Company renewed for one year a contract
with Mrs. Elizabeth Weymouth, the daughter of the late Mrs. Katharine Graham and
the sister of Mr. Donald E. Graham, under which she contributes articles to The
Washington Post newspaper and is to be compensated at the rate of $25,000
annually. In addition, Mrs. Weymouth is employed full-time as a Senior Editor at
Newsweek magazine with an annualized base compensation of $170,000.

        Effective January 1, 2005, Katharine Weymouth, the granddaughter of the
late Mrs. Katharine Graham, the daughter of Mrs. Elizabeth Weymouth and the
niece of Mr. Donald Graham, was appointed Vice President-Advertising of The
Washington Post newspaper. Ms. Weymouth has an annual base salary of $195,000
and a bonus potential of 40% of base salary based on the achievement of
pre-established goals in 2005. In 2004, Katharine Weymouth held the position of
Director of Advertising Sales of The Washington Post newspaper and she received
a salary of $155,074 and earned a bonus of $88,642. She has been awarded 75
shares of restricted stock from the 2003-2006 Award Cycle and 100 shares of
restricted stock from the 2005-2008 Award Cycle.

                 OTHER MATTERS THAT MAY COME BEFORE THE MEETING

        As of the date of this Proxy Statement the only matters that the Board
of Directors expects to present to the meeting are those discussed herein. If
any other matter or matters are properly brought before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of Proxy to vote on those matters in accordance with their
best judgment.

        Upon the recommendation of the Audit Committee, the Board of Directors
has selected PricewaterhouseCoopers LLP as the Company's independent accountants
to audit and report on its financial statements for the fiscal year 2005. The
same firm has acted as the Company's independent accountants continuously since
the Company was organized in 1946. As in previous years, a representative of
PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the
opportunity to make any statement he may desire with respect to the Company's
financial statements for 2004 and his firm's relationship with the Company, and
will be available to respond to appropriate questions from stockholders.


                                       27
<PAGE>






                                   NOTICE OF
                                 ANNUAL MEETING
                                      AND
                                PROXY STATEMENT
                                      2005











                          THE WASHINGTON POST COMPANY


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
The WASHINGTON POST COMPANY

C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8289
EDISON, NJ 08818-8289





                                                        Voter Control Number
                                                        --------------------

                                                        --------------------
                                           Your vote is important. Please vote immediately.
              --------------------------------------------------     --------------------------------------------------

                     Vote-by-Internet                                     Vote-by-Telephone
                                                                 OR
              --------------------------------------------------     --------------------------------------------------


                1. Access the WEBSITE                                   1. Call toll-free using a Touch Tone phone
                   HTTP://WWW.EPROXYVOTE.COM/WPO                           1-877-PRX-VOTE (1-877-779-8683)

                2. Enter your Voter Control Number listed above         2. Enter your Voter Control Number listed above
                   and follow the easy steps outlined on the               and follow the easy recorded instructions.
                   secured website.
              --------------------------------------------------     --------------------------------------------------



                                      DETACH HERE if you are returning your proxy card by mail
- ------------------------------------------------------------------------------------------------------------------------------------

    Please mark your
[X] votes as in
    this example.

- --------------------------------------------------------------------------------
                           THE WASHINGTON POST COMPANY
- --------------------------------------------------------------------------------
This proxy will be voted as specified. If no direction is given, proxy will be voted "FOR"
proposals 1, 2 and 3.
                                                                                                              FOR   AGAINST  ABSTAIN
1.  Election of Directors. (Check only one box)            2.  To approve the reservation of an additional    [ ]     [ ]      [ ]
    Nominees: 01 John L. Dotson Jr., 02 Ronald L. Olson,       150,000 shares of Class B Common Stock of the
              and 03 Alice M. Rivlin                           Company for future grants under the Company's
                                                               Incentive Compensation Plan.

                FOR      WITHHELD
          FOR                    WITHHELD                                                                     FOR   AGAINST  ABSTAIN
          ALL   [ ]         [ ]  FROM ALL                  3.  To transact such other business as may         [ ]     [ ]      [ ]
        NOMINEES                 NOMINEES                      properly come before said meeting or any
                                                               adjournment thereof.
      [ ]____________________________________________
         For all nominees (except as stockholder may
         indicate above)


                                                           Mark box at right if you plan to attend the Annual Meeting.          [ ]

                                                           Mark box at right if an address change or comment has been
                                                           noted on the reverse side of this card.                              [ ]


                                                           Please sign exactly as name appears hereon. Joint owners should each
                                                           sign. When signing as attorney, executor, administrator, trustee or
                                                           guardian, please give full title as such. If the signer is a corporation,
                                                           please sign full corporate name by duly authorized officer.


Signature: __________________________________ Date: _____________ Signature:  _________________________________ Date: _____________
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>

- ----------------------------------------------------------------------------------------------------------------
          VOTE BY TELEPHONE                    VOTE BY INTERNET                      VOTE BY MAIL
        Call TOLL-FREE using a              Access the WEBSITE and             Return your proxy in the
           Touch Tone phone                     cast your vote                  POSTAGE-PAID envelope
            1-877-PRX-VOTE              HTTP://WWW.EPROXYVOTE.COM/WPO                  provided
            1-877-779-8683
- ----------------------------------------------------------------------------------------------------------------

  VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
  Your telephone or Internet vote must be received by 5:00 p.m. eastern daylight time on May 11, 2005, to be
  counted in the final tabulation.

  VOTE BY TELEPHONE
  Have your proxy card available when you call the Toll-Free number 1-800-PRX-VOTE using a Touch-Tone phone.
  You will be prompted to enter your control number printed on your proxy card and then you can follow the
  simple prompts that will be presented to you to record your vote. If you vote your shares by telephone, you
  do not need to return the proxy card.

  VOTE BY MAIL
  Have your proxy card available when you access the website http://www.eproxyvote.com/wpo. You will be
  prompted to enter your control number printed on your proxy card and then you can follow the simple prompts
  that will be presented to you to record your vote. If you vote shares electronically, you do not need to
  return the proxy card.

  VOTE BY MAIL
  Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it
  to: The Washington Post Company, c/o EquiServe Trust Co., N.A., P.O. Box 8289, Edison, NJ 08818-8289.

  TO CHANGE YOUR VOTE
  Any subsequent vote by any means will change your prior vote. For example, if you voted by telephone, a
  subsequent Internet vote will change your vote. The last vote received before 5:00 p.m. eastern daylight
  time on May 11, 2005 will be the one counted. You may also revoke your proxy by voting in person at the
  annual meeting.

                          DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
- ----------------------------------------------------------------------------------------------------------------
                                         THE WASHINGTON POST COMPANY
                                            CLASS B COMMON STOCK

                          PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 12, 2005
P                               SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The undersigned hereby appoints Donald E. Graham, John B. Morse, Jr., Diana M. Daniels and Gerald M.
X Rosberg, and each of them, his/her true and lawful agents and proxies, with full power of substitution in
Y each, to represent the undersigned, and to vote as indicated on the reverse of this Proxy all shares of
  Class B Common Stock which the undersigned is entitled to vote, at the Annual Meeting of Stockholders of THE
  WASHINGTON POST COMPANY to be held on May 12, 2005, and at any adjournments thereof, on all matters coming
  before said meeting.

  You are encouraged to specify your choices by marking the appropriate boxes. SEE REVERSE SIDE, but you need
  not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The Proxy
  Committee cannot vote your shares unless you sign and return this card.

- ----------------------------------------------------------------------------------------------------------------
    PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- ----------------------------------------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                                   DO YOU HAVE ANY COMMENTS?
- ----------------------------------------------------        ----------------------------------------------------
- ----------------------------------------------------        ----------------------------------------------------
- ----------------------------------------------------        ----------------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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