<DOCUMENT>
<TYPE>DEF 14A
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<FILENAME>tdef14a-9043.txt
<DESCRIPTION>DEF 14A
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<PAGE>

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



                                                                  March 24, 2006


TO OUR STOCKHOLDERS:

        You are cordially invited to the Company's 2006 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
11, 2006, at 8:00 o'clock in the morning.

        In addition to electing Directors for the ensuing year, at the meeting
stockholders will act on the approval of several amendments to 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 11, 2006


        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 11, 2006, 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 several amendments to 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 13,
2006, 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 24, 2006

<PAGE>

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

                                                                  March 24, 2006

This proxy statement contains information relating to the 2006 Annual Meeting of
Shareholders of The Washington Post Company (the "Company") to be held at the
Company's headquarters, 1150 15th Street, N.W., Washington, D.C. on Thursday,
May 11, 2006 at 8:00 a.m., Eastern Daylight Saving time, or any adjournments
thereof, for the purposes set forth in the accompanying Notice of the 2006
Annual Meeting of Shareholders. This proxy statement and the accompanying forms
of proxy and voting instructions are being delivered to shareholders on or about
March 24, 2006. 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 nine Directors is to be elected, six 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.

        Mr. George J. Gillespie, III and Dr. Alice Rivlin will not be standing
for reelection this year, having reached the mandatory retirement age for
Directors who do not also hold Class A Stock or have dispositive power over at
least fifteen (15) percent of Class B Common Stock of the Company (as adjusted,
including the shares of Class B Stock issuable upon conversion of all shares of
Class A Common Stock outstanding).

        In addition, you are voting on whether to approve certain amendments (as
more fully described in this proxy statement) to the Company's Incentive
Compensation Plan (a copy of which Plan has been filed with the Securities and
Exchange Commission as Exhibit 10.1 to Form 8K filed January 23, 2006).

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 approval of the amendments to the
Company's Incentive Compensation Plan (as more fully described in this proxy
statement).

Q:      WILL ANY OTHER MATTERS BE VOTED ON?

A:      We are not aware of any matters other than the election of directors and
the approval of certain amendments to the Company's Incentive Compensation Plan
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:

                                       3
<PAGE>

                o By internet at http://www.computershare.com/expressvote. We
                  encourage you to vote this way.
                o By toll-free telephone at 1-800-652-8683.
                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
Directors and in favor of the approval of the amendments to 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 13, 2006 (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 six 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 amendments to 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:      Computershare, 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 13,
2006, can attend.

                                       4
<PAGE>

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.

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 13, 2006, 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 for purpose of electing
directors. Abstentions and broker-non votes will have the effect of a negative
vote in the case of the approval of the amendments to the Company's Incentive
Compensation Plan. On March 13, 2006, there were 1,722,250 shares of Class A
Common Stock and 7,879,981 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 2007 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 26, 2006, and addressed to
the Secretary of the Company, 1150 15th Street, N.W., 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 The Company maintains on its internet website,
                  www.washpostco.com, copies of the Annual Report on Form 10-K,
                  the Annual Report to Shareholders, the Company's Corporate
                  Governance Guidelines and the Code of Business Conduct adopted
                  by the Company and other information about the Company.

                o In addition, printed copies of the Company's Corporate
                  Governance Guidelines, the Code of Business Conduct adopted by
                  the Company and the Annual Report on Form 10-K, which will be
                  furnished without charge (except exhibits) to any stockholder
                  upon written request addressed to the Treasurer of the Company
                  at 1150 15th Street, N.W., Washington, DC 20071.

                                       5
<PAGE>

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.


                        PROPOSAL 1: ELECTION OF DIRECTORS

                  NOMINEES FOR ELECTION BY CLASS A STOCKHOLDERS

        WARREN E. BUFFETT

                Mr. Buffett, age 75, has for more than thirty-five 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 he has
                served and will continue to serve until April 2006 as a director
                of The Coca-Cola Company and is a member of its Audit, Executive
                and Finance Committees. Mr. Buffett is also a Life Trustee of
                Grinnell College and The Urban Institute.

        BARRY DILLER

                Mr. Diller, age 64, 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, and Chairman and Senior Executive
                of Expedia, Inc., since August 2005. 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 CocaCola 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 41, is Co-chairman 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.

                                       6
<PAGE>

        DONALD E. GRAHAM

                Mr. Graham, age 60, 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 he serves as
                President and a director of DC College Access Program and as a
                director of The Summit Fund of Washington.

        RICHARD D. SIMMONS

                Mr. Simmons, age 71, 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. Mr. Simmons is a member of
                the Finance Committee and he serves as Chairman of the Audit
                Committee 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. He is a member of
                the Advisory Counsel of the Public Company Accounting Oversight
                Board.

        GEORGE W. WILSON

                Mr. Wilson, age 68, has for more than twenty-four 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 and since October 2005 as a member of the Audit Committee.
                Mr. Wilson is also a director of the Board of Trustees of The
                Newspaper Foundation.

                  NOMINEES FOR ELECTION BY CLASS B STOCKHOLDERS

        CHRISTOPHER C. DAVIS

                Mr. Davis, age 40, is Chairman of Davis Selected Advisers, L.P.,
                an investment counseling firm overseeing approximately $70
                billion in client assets. He became a Director of the Company in
                January 2006 and is a member of the Audit Committee of the
                Board. Mr. Davis is also a director and officer of a number of
                mutual funds advised by Davis Selected Advisers, L.P., or other
                entities controlled by Davis Selected Advisers, L.P. Mr. Davis
                also serves as a trustee of the American Museum of National
                History, Scenic Hudson Land Trust and a number of other
                not-for-profit organizations.

        JOHN L. DOTSON JR.

                Mr. Dotson, age 69, 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 at Stanford University.

                                       7
<PAGE>

        RONALD L. OLSON

                Mr. Olson, age 64, 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 was until October 2005 a member of
                the Audit Committee of the Board. Mr. Olson is also a director
                of Berkshire Hathaway Inc., Edison International, Southern
                California Edison, Western Asset Trusts, 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.

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.

        Christopher C. Davis, Alice M. Rivlin, George W. Wilson and Richard D.
Simmons (chairman) serve on the Audit Committee. In September, Ronald L. Olson
resigned from the Audit Committee following the engagement of Munger, Tolles &
Olson LLP by Kaplan, Inc. to represent it in a litigation matter. 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 eight meetings in 2005.

                                       8
<PAGE>

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 $250,000 or more,
per year for employees of Kaplan, Inc. and $200,000 or more per year for
employers of all of the business units (including Corporate), 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.

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

        The Compensation Committee held five meetings in 2005.

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 2005.

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 four meetings in 2005.

MEETING ATTENDANCE

        The Board held a total of six meetings in 2005. 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 Christopher C. Davis, who was
appointed to the Board in January 2006.

        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 2005 annual meeting of shareholders.

DIRECTOR COMPENSATION

        Annual Payments. During 2005, non-employee directors received:

        o $60,000 as a retainer, and
        o reimbursement of out-of-pocket expenses for the meetings they
        attended.

                                       9
<PAGE>

        Commencing on January 1, 2006, nonemployee directors receive:

        o $70,000 as a retainer, and
        o reimbursement of out-of-pocket expenses for the meetings they attend.

        The non-employee chairmen of Board committees each receive an additional
$5,000. Members of the Audit Committee also receive an additional $10,000
annually for their service on that committee. Employee directors receive 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.

"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, Christopher C. Davis, 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 2005 and expect to meet in executive session in 2006 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.compliancehelpline.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, 2006, 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%)         588,591 (6.2%)
  251 West 57th Street
  New York, N.Y.
George J. Gillespie, III (e)(i).............................     612,990 (35.6%)         977,327 (10.2%)
  825 Eighth Avenue
  New York, N.Y
Daniel L. Mosley (f)(i).....................................     585,591 (34.2%)          591,566 (6.0%)
  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)...........................                 --           552,623 (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, 2006 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, 2006, 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, 2006, and available to the
        Company, Mr. Stephen Graham has voting and investment power with respect
        to shares of Class A Stock as follows: sole voting power, 46,915 (2.7%),
        sole investment power 46,915 (2.7%), shared voting power, 119,755 (7%)
        shares, and shared investment power, 119,755 (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, 2006, 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, 2006, 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, 360,337 (3.8%) shares and shared
        investment power, 360,337 (3.8%) 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, 2006, 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, 588,591 (34.2%) shares, and shared investment
        power, 588,591 (34.2%) shares. The holdings of Class B Stock recorded
        for Mr. Mosley include 588,591 (6.1%) 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, 2006, 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 and the estate of
        Susan Buffett (of which Mr. Buffett is the executor) own approximately
        32.3% 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 7, 2006, Franklin Mutual Advisers, LLC
        ("Franklin"), was deemed to be the beneficial owner of 552,623 (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 552,623 (5.8%) shares of Class B
        Stock.

(i)     According to information as of February 1, 2006, 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 17,892 (1%) 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
        46,339 (<1%) shares of Class B Stock held by the Philip L. Graham Trust;
        Mr. Gillespie shares voting power and investment power over 321,857
        (3.4%) 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, 2006, 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%)
Christopher C. Davis.....................................                            -                    5,000*
Barry Diller.............................................                            -                    1,000*
John L. Dotson Jr. ......................................                            -                      100*
Melinda F. Gates ........................................                            -                    1,100*
George J. Gillespie, III**...............................               612,990(35.6%)            977,327(10.2%)
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%)     3,884,724 (40.5%)(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 10,000 shares of Class B Stock which
        Directors and executive officers have the right to purchase on or before
        April 1, 2006, pursuant to stock options; it does not include 87,734
        shares of Class B Stock held as of February 1, 2006, 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 1, 2006, all
applicable Section 16(a) filing requirements were complied with.

                                       13
<PAGE>

           PROPOSAL 2: APPROVAL OF CERTAIN AMENDMENTS TO THE COMPANY'S
                           INCENTIVE COMPENSATION PLAN

        The Company's Board of Directors believes it is in the best interests of
the Company (a) to provide incentives to key employees to increase the
profitability of the Company and its subsidiaries, (b) to strengthen the ability
of the Company and its subsidiaries to attract, motivate and retain persons of
merit and competence upon which, in large measure, it depends and (c) to provide
the Compensation Committee with considerable flexibility in designing incentive
compensation plans in that regard. The Board of Directors, acting on the
recommendation of the Compensation Committee of the Board, has approved certain
amendments that would provide the Compensation Committee with greater
flexibility in designing compensation plans for key employees of the Company and
its subsidiaries and reapproved the requirement that the Compensation Committee
establish performance goals based on financial measures for certain awards under
the Company's Incentive Compensation Plan within 90 days of the commencement of
services to which such awards relate or prior to the beginning of an award
cycle. The Board expressly conditioned the effectiveness of such amendments to
the Incentive Compensation Plan on the approval by the holders of a majority 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 and has
unanimously voted to submit and recommend such action to the stockholders of the
Company for adoption.

        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. In 2001, the Annual Incentive Compensation Plan,
originally approved by the holders of Class A Common Stock in February 1974, was
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 provide,
greater incentives to those employees who have been or will be responsible for
its future growth, profitability and continued success and to strengthen the
ability of the Company and its subsidiaries to attract, motivate and retain such
employees. There are at present approximately 229 employees who are participants
under the Incentive Compensation Plan and receive annual bonus awards, hold
restricted stock grants and/ or hold grants of performance units (a number of
whom in the case of restricted stock and performance units grants 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 awards of any
kind. 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.

        The proposed amendments to the Incentive Compensation Plan being
recommended by the Board of Directors for approval by the shareholders include:
(i) giving authority to the Compensation Committee to grant special annual
incentive awards outside of the annual bonus program to certain individuals who
have made or have the potential to make extraordinary contributions to the
growth and profitability of the Company ("Special Annual Incentive Awards"),
(ii) increasing the cap on the aggregate value of annual awards (including the
payout value of Special Annual Incentive Awards) payable to any participant, and
(iii) giving authority to the Compensation Committee to grant special long-term
incentive awards not based on an Award Cycle (as defined below) to certain
individuals who have made or have the potential to make extraordinary
contributions to the growth and profitability of the Company ("Special Long-Term
Incentive Awards"), and to establish a cap on the payout value of Special
Long-Term Incentive Awards payable to any participant at the end of the
applicable vesting period.

        The Compensation Committee is empowered under the current Incentive
Compensation Plan to establish Award Cycles, which shall not be less than three
nor more than four years.

                                       14
<PAGE>

        The full text of the Company's Incentive Compensation Plan as it is
proposed to be amended is attached to this Proxy Statement as Exhibit A. The
proposed amendments needing shareholder approval are paragraphs 5(f), 6, 8(c),
10(a), 10(b) and 13; the language to be added is underlined and the language to
be deleted is lined through.

        FINANCIAL GOALS AND DEDUCTIBILITY

        Under the Omnibus Budget Reconciliation Act of 1993 (the "Act") and the
regulations issued thereunder by the Internal Revenue Service, a publicly held
company, such as the Company, must satisfy certain conditions in order to retain
its federal income tax deduction for compensation in excess of $1 million per
year paid after January 1, 1994, to its chief executive officer and the four
other officers employed by such corporation at the end of the year whose
compensation is required to be disclosed in its annual proxy statement relating
to the election of directors.

        The Incentive Compensation Plan currently provides (i) a description of
what the performance-related goals are based on, (ii) a limitation on the
discretion to award cash bonuses at the end of an award cycle to individuals
(other than officers of the Company) whose outstanding performance merited
special recognition, subject to the limitation that the aggregate amount of such
bonuses could not exceed 10% of the aggregate payout value of all Performance
Units awarded for that award cycle, (iii) a limitation on the amount of an
annual incentive award to a participant to an amount not to exceed in value 200%
of such participant's base earnings, (iv) a limitation on the number of shares
of Restricted Stock that can be awarded to any employee during an Award Cycle
and (v) a limitation on the maximum amount of none-quity based long-term
incentive compensation that could be paid to any employee during a specified
period under the Plan.

        Specifically, 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 compared to a performance goal
established prior to the beginning of the year in which the award is earned. The
payout upon the achievement of such performance goal is equal to a percentage of
base salary based on the level of attainment of such performance goal. Awards
for any year may not exceed 10% of that year's Incentive Profit, which is
calculated as follows: (a) there is first calculated an amount equal to 12% of
Stockholders' Equity (as defined in the Incentive Compensation Plan), such
amount being called the Basic Return on Equity; and (b) the Basic Return on
Equity is then subtracted from the Company's Consolidated Profit before Income
Taxes (as defined in the Incentive Compensation Plan), the remainder being
called Incentive Profit. For 2005, the maximum amount that could have been
awarded under the Incentive Compensation Plan was $21,799,028; the amount
actually awarded was $6,899,000.

        In determining the terms and conditions of the annual incentive
compensation awards in the case of "executive officers", the Compensation
Committee establishes formulae with targeted bonuses and a range bonus payouts
based on achievement of certain performance criteria related to the following:
operating income, cash flow, shareholder return, earnings per share, return on
assets, return on equity, operating margins, cost control, measures of economic
value added (EVA) and/or quantitative revenue, growth or profitability
measurements, with the amounts payable upon the achievement or such performance
goals subject to overall cap referred to above.

        At the end of 2004, the Compensation Committee approved a range of
incentive payouts for 2005 keyed to performance against specified goals related
to budgeted operating income, cash flow or earnings per share, which vary by
business unit. All awards made under the Incentive Compensation Plan for 2005
were paid in cash in March 2006. Mr. Graham has waived participation in the
annual incentive awards in the past and did so again with respect to 2005.

                                       15
<PAGE>

        The following table shows for each of the persons named in the table on
page 20 under the heading "Executive Compensation," for all current executive
officers as a group and for all employees other than executive officers the
amount of the annual incentive compensation awards paid out for 2005
performance.

<TABLE>
<CAPTION>
                                          ANNUAL AWARDS

                Name of individual or group                            2005 Bonus
                ---------------------------                            ----------
<S>                                                                    <C>
        Donald E. Graham                                                  --
          Chairman and Chief Executive Officer

        John B. Morse, Jr.                                             $  323,125
          Vice President and Chief Financial Officer

        Gerald M. Rosberg                                                 178,600
          Vice President

        Ann L. McDaniel                                                   169,200
          Vice President

        Diana M. Daniels
          Vice President                                                  162,150

        Executive Group (including those named above)                  $  833,075

        NonExecutive Director Group                                       --

        NonExecutive Officer
          Employee Group                                               $6,065,925
</TABLE>

        To balance the annual awards, which are intended to reward short-term
financial performance, the Incentive Compensation Plan currently also provides
incentives for improved financial performance over periods of Award Cycles. The
Plan authorizes the Compensation Committee to make awards for each cycle in the
form of Performance Units, Restricted Stock or both.

        The Incentive Compensation Plan does not specify or limit the number of
employees covered by the Plan, except by requiring that they be senior
executives or key employees of the Company or its subsidiaries in a position to
make substantial contributions to the growth and success of the Company's
businesses. The Company has limited the award of Performance Units to the most
senior executives of the Company and its subsidiaries; a group consisting at
present of approximately 28 individuals. Shares of Restricted Stock have
typically been awarded to a broader group, which currently consists of
approximately 229 senior executives and key employees. The maximum number of
Performance Units and shares of Restricted Stock that may be awarded to any
participant in the Incentive Compensation Plan is determined with reference to
an individual's scope of responsibilities and level of Plan participation.

        PERFORMANCE UNITS.

        Each Performance Unit has a nominal value of $100. For each Award Cycle,
the Compensation Committee may award to a participant a number of Performance
Units, determined with reference to an individual's scope of responsibilities
and level of Plan participation. Except as noted below under "Forfeitures", at
or after the end of the Award Cycle the participant will receive for each
Performance Unit awarded for such cycle an amount ranging from the maximum
payout value to zero, depending on the extent to which the performance criteria
established by the Committee at the time the Performance Unit was awarded have
been met. The performance-based goals are to be based on operating income, cash
flow, shareholder return, earnings per share, return on assets, return on
equity, operating margins, cost control, measures of economic value added and/or
quantitative revenue, growth or profitability measurements, which may be in
respect of the Company as a whole or any business unit thereof, over the period
of the Award Cycle. The current maximum payout value may not exceed $200 per
Performance Unit and the payment of an award of Performance Units to any
participant at the end of an Award Cycle may not exceed $4 million.

                                       16
<PAGE>

        The following table shows for each of the persons named in the table on
page 20 under the heading "Executive Compensation," for all current executive
officers as a group and for all employees (other than executive officers) the
number of Performance Units granted for the 2003-2006 award cycle and the
2005-2008 award cycle.

<TABLE>
<CAPTION>
                        LONG-TERM INCENTIVE COMPENSATION - PERFORMANCE UNITS


        Name of individual                                 Number of Performance Units
        or group                                            2003-2006      2005-2008
        --------                                            ---------      ---------
<S>                                                            <C>            <C>
        Donald Graham                                          8,281          7,500
          Chairman and Chief Executive Officer

        John B. Morse, Jr.                                     4,417          5,000
          President and Chief Financial Officer

        Gerald M. Rosberg                                      2,760          3,500
          Vice President

        Ann L. McDaniel                                        2,760          3,500
          Vice President

        Diana M. Daniels                                       1,877          1,700
          Vice President

        Executive Group (including the above)                 20,095         21,200

        NonExecutive Director Group                               --             --

        NonExecutive Officer Employee Group                   89,330         89,048
</TABLE>

        The payout opportunities for the 2003-2006 and the 2005-2008 Award
Cycles for Performance Units will be based on the achievement of various
financial and operating goals of certain of the major operating divisions.

        RESTRICTED STOCK.

        Pursuant to the current Incentive Compensation Plan, 425,000 shares of
Class B Stock have been reserved for Restricted Stock awards to individuals
selected by the Committee in its discretion upon the recommendation of
management, with the maximum number of shares that may be awarded to any
individual in an Award Cycle not to exceed 10,000 shares. Although the shares
are issued to the recipient when the award is made and he or she is entitled to
vote and receive dividends on the shares, they may not be sold or otherwise
transferred until after the Award Cycle ends except as noted below under
"Forfeitures". As of January 1, 2006, there were 157,925 shares of Class B Stock
reserved for future Restricted Stock awards.

        In December 2004, the named executives and other key employees were
granted Restricted Stock 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. Mr. Graham declined to be considered for an award of Restricted
Stock for the 2005-2008 Award Cycle. The number of shares of Restricted Stock
awarded is determined by an individual's scope of responsibilities and relative
level of Plan participation.

        The following table shows for each of the persons name in the table on
page 20 under the heading "Executive Compensation," for all current executive
officers as a group and for all employees (other than executive officers) (i)
the number of shares of Restricted Stock awarded for the 2003-2006 Award Cycle
and (ii) the number of shares of Restricted Stock awarded for the 2005-2008
Award Cycle.

                                       17
<PAGE>
<TABLE>
<CAPTION>

                     LONG-TERM INCENTIVE COMPENSATION PLAN - RESTRICTED STOCK

        Name of individual                                 Number of Performance Units
        or group                                            2003-2006      2005-2008
        --------                                            ---------      ---------
<S>                                                            <C>            <C>
        Donald E. Graham                                         300            --
          Chairman and Chief Executive Officer

        John B. Morse, Jr.                                       200           200
          President and Chief Financial Officer

        Gerald M. Rosberg                                        125           150
          Vice President

        Ann L. McDaniel                                          150           150
          Vice President

        Diana M. Daniels                                         125           125
          Vice President

        Executive Group (including the above)                    900           625

        Non-Executive Director Group                              --            --

        Non-Executive Officer Employee Group                  12,615        12,465
</TABLE>

        On January 4, 2005, the restriction terminated on the shares of
Restricted Stock awarded for the 2001-2004 Award Cycle. On that date, the
individuals identified in the table on page 20 and the groups described below
received unrestricted title to shares having the following fair market values:
Mr. Graham, $286,923; Mr. Morse, $167,372; Mr. Rosberg, $119,551; Ms. McDaniel,
$119,551; Ms. Daniels, $119,551; Executive Group (including the foregoing),
$812,948; NonExecutive Director Group, $0; and NonExecutive Officer Employee
Group, $10,826,561.

        FORFEITURES

        As a general rule, the transfer restriction on Restricted Stock will not
terminate until the end of the Award Cycle for which the shares are awarded, and
if a participant's employment terminates before the end of that cycle his or her
shares of Restricted Stock will then automatically revert to the Company and he
or she will not receive the value of any Performance Units awarded for that
cycle. However, the Compensation Committee may, in its sole discretion, approve
the vesting of a percentage of the number of shares of Restricted Stock or
Performance Units originally awarded provided that the percentage determined may
not exceed the percentage calculated by dividing (i) the number of full months
elapsed from the effective date of the award to the date of termination (less
the period of full months that a participant was on one or more unpaid leaves of
absence where the leave is greater than 90 days during the period by (ii) the
number of full months from the effective date of the award to the applicable
vesting date for such award.

        To the extent the Company does not achieve a pre-established total
return of equity over the cycle, the transfer restriction on Restricted Stock
awarded to executive officers of the Company will not terminate with respect to
some or all of the shares at the end of the Award Cycle for which the shares are
awarded and those shares of Restricted Stock will then automatically revert to
the Company.

        TAXES; ACCOUNTING TREATMENT

        For tax purposes, the amount of incentive compensation represented by a
Restricted Stock award is the market value of the shares when the transfer
restriction terminates (at which time such market value is taxable as
compensation to the recipient and is deductible by the Company), and the amount
of incentive compensation represented by a Performance Unit award is the cash
value (if any) of the award when determined and paid (at which time such cash
value is taxable to the recipient as compensation and is deductible by the
Company). Because these values usually cannot be determined until after the end
of the Award Cycle (or upon the earlier termination of employment of a recipient
of Restricted Stock who is entitled may be or permitted to retain some of such
stock), and because the awards themselves are subject to full or partial

                                       18
<PAGE>

forfeiture as indicated above, it is not possible to determine the value of any
award at the time it is made. For accounting purposes, however, during each
Award Cycle (i) with respect to Performance Units,the Company charges to each
year's earnings a pro-rated portion of the estimated ultimate value of the
awards made for such cycle and (ii) with respect to Restricted Stock, the awards
are valued at fair value at the grant date and amortized over the relevant
vesting period.

        SPECIAL ANNUAL INCENTIVE AWARDS

        Under the proposed amendments, the Compensation Committee would have the
ability to grant Special Annual Incentive Awards for a coming fiscal year to
certain individuals, the payout value of which will be based on written goals
established at the time of the grant relating to one or more of the following
factors; operating income, cash flow, earnings per share, return on assets,
return on equity, operating margins, economic value added (EVA), cash flow
margins, shareholder return, cost control and/or quantitative revenue, growth or
profitability measurements, which may be in respect of the Company as a whole or
of any business unit thereof. The payout value of any Special Annual Incentive
Award granted with respect to a fiscal year would not be included in the current
limitations set out in the Incentive Compensation Plan on the aggregate of
Annual Awards otherwise payable for such fiscal year.

        SPECIAL LONG-TERM INCENTIVE AWARDS

        Under the proposed amendments, the Compensation Committee would have the
ability to grant Special Long-Term Incentive Awards not based on an Award Cycle
with the vesting dates for such awards being not less than one year nor more
than six years from the date of the award to which it relates. In addition,
under the proposed amendments, the Committee can provide for a single Special
Long-Term Incentive Award that there be more than one vesting date, with a
portion of the full award to vest on each specified vesting date. Not later than
the beginning of the applicable vesting period of a Special Long-Term Incentive
Award, the Committee shall establish a method for determining the earned value
of a Special Long-Term Incentive Award, which will be based on written goals
relating to one or more of the following factors; operating income, cash flow,
earnings per share, return on assets, return on equity, operating margins,
economic value added (EVA), cash flow margins, shareholder return, cost control
and/or quantitative revenue, growth or profitability measurements, which may be
in respect of the Company as a whole or of any business unit thereof.

        CAP ON AMOUNTS PAYABLE FOR ANNUAL AND SPECIAL ANNUAL INCENTIVE AWARDS

        Under the current Incentive Compensation Plan, the aggregate value of
the Annual Awards payable to any participant with respect to any fiscal year
would not exceed in value the lesser of 200% of a participant's base earnings in
the fiscal year to which such awards apply or $5 million. Under the proposed
amendments, the aggregate value of the Annual Awards (including the payout value
of any Special Annual Incentive Awards) payable to any participant with respect
to any fiscal year would not exceed in value the greater of 200% of a
participant's base earnings in the fiscal year to which such awards apply or $5
million, or in the case of a participant who is the president or chief executive
office of one of the Company's business units (not including the President or
Chief Executive of the Company), the greater of 200% of such participant's base
earnings or $5 million or 1% of such business unit's revenue for the fiscal year
with respect to which the award is to be paid.

        CAP ON AMOUNTS PAYABLE FOR LONG-TERM AND SPECIAL LONG-TERM INCENTIVE
AWARDS

        Under the current Incentive Compensation Plan, the payout value of a
Performance Unit at the end of an Award Cycle may not exceed $200 and the
payment of an award of Performance Units to any participant at the end of an
Award Cycle shall be the lesser of $4 million or the amount determined by
multiplying the payout value times the number of Performance Units granted to
such participant. Under the proposed amendments, the payment of an award of
Performance Units shall be the lesser of $5 million or the amount determined by
multiplying the payout value times the number of Performance Units and the
payment of a Special Long-Term Incentive Award to any participant at the end of
the vesting period for such award would not exceed $5 million and the aggregate
value of Performance Units and any Special Long-Term Incentive Award payable to
any participant (other than a participant who is the President or Chief
Executive Officer of one of the Company's business units (but not including the
President or Chief Executive Officer of the Company)) with respect to any fiscal
year would not exceed $10 million. In the case of any participant who is the
President or Chief Executive Officer of one of the Company's business units (not
including the President or Chief Executive Officer of the Company) the aggregate
value of Performance Units and any Special Long-Term Incentive Award payable to
such participant with respect to any fiscal year would not exceed the greater of
$10 million or 1% of such business unit's revenue for the fiscal year with
respect of which the award is to be paid.

                                       19
<PAGE>

        AMENDMENT OF THE INCENTIVE COMPENSATION PLAN

        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 increases (a) the maximum number of shares
of restricted stock that may be awarded under the Incentive Compensation Plan,
(b) the maximum number of shares of restricted stock or performance units that
may be awarded to a participant, (c) the maximum payout value of a performance
unit or a Special Long-Term Incentive Award. In addition, 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.

        Approval of the proposal 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 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
2003, 2004 and 2005 to each of the chief executive officer and the four most
highly compensated executive officers of the Company.

<TABLE>
<CAPTION>
                                                    SUMMARY COMPENSATION TABLE

-------------------------------------- --------------------------------- -------------------------------------------- ------------
                                              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..........    2005     $400,000            -           -            -             -       $400,000      $11,316
Chief Executive Officer       2004      400,000            -           -            -             -              -       10,918
                              2003      400,000            -           -     $216,113             -        400,000       10,658

John B. Morse, Jr.........    2005      550,000     $323,215           -      196,604             -        252,000       44,602
Vice President and Chief      2004      500,000      360,750           -            -         1,000              -       30,902
Financial Officer             2003      450,000      327,555           -      144,075             -        335,400       24,922

Gerald M. Rosberg.........    2005      380,000      178,600           -      147,453             -        180,000       20,018
Vice President                2004      360,000      207,792           -            -             -              -       18,978
                              2003      340,000      197,989           -       90,047             -        212,850       16,638

Ann L. McDaniel...........    2005      360,000      169,200           -      147,453             -        135,000       40,705
Vice President                2004      325,000      187,590           -            -         1,000              -       36,252
                              2003      300,000      174,696           -      108,056         1,000         96,750       15,881

Diana M. Daniels..........    2005      345,000      162,150           -      122,878             -        144,000       22,842
Vice President                2004      335,000      193,362           -            -             -              -       22,322
                              2003      325,000      189,254           -       90,047             -        193,500       16,840
</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, based
        on the value as of the effective date of the award. 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 chief executive officer and the
        other named executives as follows: Mr. Morse--200 shares; Mr.
        Rosberg--150 shares; Ms. McDaniel--150 shares; and Ms. Daniels--125
        shares. Mr. Graham declined to receive a restricted stock award for the
        2005-2008 Award Cycle. As of the end of fiscal 2005, the chief executive
        officer and the other named executives had the following aggregate
        restricted stock holdings: Mr. Graham-300 shares, $233,250; Mr.
        Morse-400 shares, $311,000; Mr. Rosberg--275 shares, $213,813; Ms.
        McDaniel-300 shares, $233,250; and Ms. Daniels--250 shares, $194,375.
        Dividends are paid on restricted stock and are the same as dividends on
        non-restricted stock.

                                         (FOOTNOTES CONTINUED ON FOLLOWING PAGE)

                                       20
<PAGE>

(FOOTNOTES CONTINUED FROM PRECEDING PAGE)

(3)     Contributions to 401(k) savings plans and the Supplemental Executive
        Retirement Plan ("SERP") constitute "all other compensation" for 2005 as
        follows: Mr. Graham-$10,920 in Company contributions to 401(k) plan; Mr.
        Morse-$10,920 in Company contributions to 401(k) plan and $17,680 in
        Company credits to SERP account; Mr. Rosberg-$10,920 in Company
        contributions to 401(k) plan and $8,840 in Company credits to SERP
        account; Ms. Daniels-$10,920 in Company contributions to 401(k) and
        $7,020 in Company credits to SERP account; and Ms. McDaniel-$10,920 in
        Company contributions to 401(k) plan and $7,800 in Company credits to
        SERP account. In addition, Mr. Graham had $396 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 $2,622 of
        life insurance imputed income, which, in each case, is included under
        "all other compensation." Mr. Morse had $11,100 of financial services
        planning and Ms. McDaniel had $19,363 of financial services planning, in
        each case provided by the Company and which is included under "all other
        compensation."

<TABLE>
<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........................                     2,000        $633,000       2,250/750          $494,750/$0
     Gerald M. Rosberg........................                         -               -         6,000/0        $1,544,312/$0
     Diana M. Daniels.........................                         -               -         1,000/0          $234,500/$0
     Ann L. McDaniel..........................                                         -     1,250/1,250          $130,145/$0

<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 ..........               113,325                         $572.36                          295,000

     Equity compensation
     plans not approved by
     security holders ..........                     -                               -                                -
               Total ...........               113,325                         $572.36                          295,000
</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 2005, there were 13,515 shares
        of restricted stock outstanding under the 2003-2006 Award Cycle and
        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 20). 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, 2006, there were a total of
        26,530 shares of restricted stock outstanding under The Washington Post
        Company Incentive Compensation Plan. There are 157,925 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, 2006, there were a total of 5,500
        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 20.

                                       21
<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 $175,000
(effective January 1, 2006) 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 ($220,000 per year effective January 1, 2006).

        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, 2005, Mr. Graham had 32 years of service under the
Company plan, Mr. Morse had 17 years of service under the Company plan, Mr.
Rosberg had 10 years of service under the Company plan, Ms. Daniels had 28 years
of service under the Company plan and Ms. McDaniel had 22 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):

                                       22
<PAGE>

                               PENSION PLAN TABLES

<TABLE>
<CAPTION>
                                              ESTIMATED MAXIMUM ANNUAL PENSION
         COVERED                            (COMPUTED AS STRAIGHT LIFE ANNUITY)
         COMPENSATION                FOR REPRESENTATIVE YEARS OF CREDITED SERVICE(A)
         -----------------------------------------------------------------------------------------

         COMPANY
         PLAN(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 2006 the deduction would be as
        follows for the indicated number of years of credited service: 10 years,
        $2,921; 15 years, $4,382; 20 years, $5,843; 25 years, $7,303; 30 and 35
        years, $8,764.

(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
included in the indices selected for comparison

                                       23
<PAGE>

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 145 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 executive officers 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 executive officers 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 forprofit 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
officer's base salary depending on such officer's position and business unit.

        With respect to the base salary paid to Mr. Graham in 2005, the
Compensation Committee took into account a comparison of base salaries of chief
executive officers of peer companies, the Company's results in 2004 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 2005 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 executives.

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.

                                       24
<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 2004, the
Compensation Committee approved a range of incentive payouts for 2005 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 2005. Annual incentive compensation awards were paid to the executive
officers named in the summary compensation table on page 20 in March 2006.

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, 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 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 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 was based on the achievement of
financial and operating goals of certain of the major operating divisions. For
the 2001-2004 Award Cycle, Mr. Graham received $400,000 in payout of his 7,500
Performance Units.

                                       25
<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. Mr. Graham declined to be considered for
an award of Restricted Stock for the 2005-2008 Award Cycle. 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 20.

        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
20.

        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 on January 4, 2005.

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.

        No stock option awards were granted to any of the executives whose
compensation is detailed in this proxy statement during 2005.

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 non-executive
employees who meet applicable eligibility criteria, subject to applicable legal
limitations on the amount of benefits that may be payable pursuant to those
plans. Benefits under the savings and retirement plans are not tied to Company
performance.

                                       26
<PAGE>

        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 2005 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 2005
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 20. The
estimated annual pension amounts set forth in the table on page 23 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 2005.

                             AUDIT COMMITTEE REPORT

        One of the standing committees of the Board of Directors of the Company
is the Audit Committee. Currently there are four non-employee members of the
Board on the Audit Committee -- Christopher C. Davis (who was appointed to serve
on the Audit Committee in January 2006), Alice M. Rivlin, George W. Wilson (who
was appointed to serve on the Audit Committee in September 2005) and Richard D.
Simmons, who serves as chairman of the Audit Committee. Until September 2005,
Ronald L. Olson also served on 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
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.

                                       27
<PAGE>

        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. 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 principles 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
2005 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 continued to pay 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.

PRE-APPROVAL POLICY

        In 2005, the Audit Committee again reviewed and reauthorized 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
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 pre-approval is 12 months
from the date of preapproval, 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 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 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
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 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.

                                       28
<PAGE>

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 the
Chief Financial Officer or Controller (or other designated officer), and must
include a statement from that individual as to whether, in his or her 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 10Qs, including reimbursable expenses, were $2,802,000 in 2005 and
$3,800,000 in 2004, 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 $413,000 in 2005 and $200,000 in 2004, 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 $879,000 in 2005
and $801,000 in 2004, 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 $3,800 in 2005 and $1,500 in 2004. There were no fees paid to
PricewaterhouseCoopers LLP for financial information systems design or
implementation in either 2005 or 2004.

        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 10K for the year ended January 1, 2006, for filing with the Securities
and Exchange Commission.

                                               Richard D. Simmons, Chairman
                                               Christopher C. Davis
                                               George W. Wilson
                                               Alice M. Rivlin


                                       29
<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 McGrawHill Companies, Meredith Corporation, The New York Times Company, and
Tribune Company, weighted by market capitalization.

        The graph reflects the investment of $100 on December 31, 2000, 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, 2005





                              [PERFORMANCE GRAPH]




<TABLE>
<CAPTION>
-------------------------------------------- -------- -------- -------- -------- --------
DECEMBER 31 ...                       2000     2001     2002     2003     2004     2005
-------------------------------------------- -------- -------- -------- -------- --------
<S>                                  <C>       <C>     <C>      <C>      <C>      <C>
   Washington Post                   100.00    86.77   121.91   131.78   164.99   129.52
-------------------------------------------- -------- -------- -------- -------- --------
   S&P 500 Index                     100.00    88.11    68.64    88.33    97.94   102.75
-------------------------------------------- -------- -------- -------- -------- --------
   S&P Publishing                    100.00   103.49   110.26   131.00   127.22   111.01
-------------------------------------------- -------- -------- -------- -------- --------
</TABLE>


                                       30
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Effective September 2005, 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 and she received $177,314 in compensation in 2005.

        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. In 2005, Ms. Weymouth was paid $195,000 in base
salary and she received a bonus of $170,559 based on the achievement of
preestablished performance goals. She has been awarded 75 shares of restricted
stock from the 2003-2006 Award Cycle and 100 shares of restricted stock and
1,000 Performance Units 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 2006. 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 2005 and his firm's relationship with the Company, and
will be available to respond to appropriate questions from stockholders.


                                       31
<PAGE>

                                    EXHIBIT A

                           THE WASHINGTON POST COMPANY

                             INCENTIVE COMPENSATION PLAN

                               As Amended and Restated


                                 through May 11, 2006


1. PURPOSES

        The purposes of this Incentive Compensation Plan (hereinafter called the
Plan) of The Washington Post Company, a Delaware corporation (hereinafter called
the Company), are (a) to provide greater incentives to key employees to increase
the profitability of the Company and its subsidiaries and (b) to strengthen the
ability of the Company and its subsidiaries to attract, motivate and retain
persons of merit and competence upon which, in large measure, continued growth
and profitability depend.

2. ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (hereinafter called the Committee) as
constituted from time to time by the Board of Directors. No member of the
Committee shall be eligible to participate in the Plan. The Committee shall have
full power and authority to make all decisions and determinations with respect
to the Plan, including without limitation the power and authority to interpret
and administer the Plan, adopt rules and regulations and establish terms and
conditions, not inconsistent with the provisions of the Plan, for the
administration of its business and the implementation of the Plan.

3. PARTICIPATION

        (a) Participation in the Plan shall be extended to senior executives,
key managers and key personnel of the Company and its subsidiaries who, in the
opinion of the Committee, are mainly responsible for the management of the
operations of the Company and its subsidiaries or who are otherwise in a
position to make substantial contributions to the management, growth and/or
success of the business of the Company.

        (b) Directors, as such, shall not participate in the Plan, but the fact
that an employee is also a Director of the Company or a subsidiary shall not
prevent his or her participation.

        (c) As used in the Plan, the term "Company" shall mean The Washington
Post Company and any subsidiary thereof.

        (d) The Plan shall not be deemed to preclude the making of any award
pursuant to any other compensation, incentive, bonus or stock option plan which
may be in effect from time to time.

4. DURATION OF PLAN

        The Plan shall remain in effect until terminated by the Board of
Directors; provided, however, that the termination of the Plan shall not affect
the delivery or payment of any award made prior to the termination of the Plan.

5. ANNUAL INCENTIVE AWARDS


        (a) For each fiscal year and except as set forth in paragraph 5(f)
below, the Committee may make annual incentive awards in an aggregate amount not
to exceed the Maximum Incentive Credit (as hereinafter defined) for


                                       32
<PAGE>

such year. All annual incentive awards granted under the Plan are hereinafter
collectively referred to as "Annual Awards".

        (b) The term "Maximum Incentive Credit", as used herein, shall mean for
any year an amount determined as follows: (i) there shall first be calculated an
amount equal to twelve (12) percent of Stockholders' Equity (hereinafter called
the "Basic Return on Equity"); (ii) there shall then be deducted from
Consolidated Profit Before Income Taxes an amount equal to the Basic Return on
Equity, the excess (if any) being hereinafter called "Incentive Profit"; (iii)
the Maximum Incentive Credit shall be ten (10) percent of Incentive Profit. The
term "Consolidated Profit Before Income Taxes", as used herein, shall mean for
any year the sum of (i) the profit before income taxes (exclusive of special
credits and charges and extraordinary items) included in the Consolidated
Statement of Income of the Company for such year and (ii) the amount of
incentive compensation provided for in computing such profit before income
taxes. The term "Shareholders' Equity", as used herein, shall mean for any year
the amount reported as stockholders' equity (or the comparable item, however
designated) at the end of the preceding year as included in the Consolidated
Balance Sheet of the Company for the preceding year, with appropriate pro rata
adjustments, as approved by the Committee, for any change during the year
arising from any increase or decrease in outstanding capital stock.

        (c) During the last month of each fiscal year, the Vice
President-Finance of the Company shall advise the Committee of the estimated
Maximum Incentive Credit for such fiscal year and the Committee shall determine
the employees who are to receive awards for such fiscal year and the amount of
each such award.

        (d) As soon as practicable after the close of each fiscal year, the
Company's independent public accountants shall calculate and certify to the
Committee the Maximum Incentive Credit for such fiscal year.

        (e) The amount determined and reported by the Company's independent
auditors as the Maximum Incentive Credit for any fiscal year shall be final,
conclusive and binding upon all parties, including the Company, its stockholders
and employees, notwithstanding any subsequent special item or surplus charge or
credit that may be considered applicable in whole or in part to such fiscal
year; provided that if the amount actually awarded for any fiscal year should
later be determined by a court of competent jurisdiction to have exceeded the
Maximum Incentive Credit for such fiscal year, the Maximum Incentive Credit for
the fiscal year next succeeding such determination shall be reduced by the
amount of such excess. Any such excess shall thus be corrected exclusively by
adjustments of the amounts subsequently available for awards and not by recourse
to the Company, the Board of Directors, the Committee, any participant or any
other person.


        (f) Notwithstanding the foregoing, prior to the commencement of each
fiscal year the Committee may, in the case of certain individuals who have made
or have the potential to make extraordinary contributions to the growth and
profitability of the Company, grant special annual incentive awards for such
coming fiscal year ("Special Annual Incentive Awards"), the payout value of
which will be based entirely on goals established in writing by the Committee at
the time of grant relating to one or more of the following factors: operating
income, cash flow, earnings per share, return on assets, return on equity,
operating margins, economic value added (EVA), cash flow margins, shareholder
return, cost control and/or other quantitative revenue, growth or profitability
measurements, which may be in respect of the Company as a whole, or of any
business unit thereof. The payout value of any Special Annual Incentive Awards
granted with respect to a fiscal year shall not be included in calculating the
limit on the aggregate amount of Annual Awards otherwise payable for such fiscal
year provided for in paragraph 5(a) above.

6. DETERMINATION OF ANNUAL AWARDS

        The Committee shall, consistent with all applicable provisions of the
Plan, determine the participants to receive Annual Awards for each fiscal year,
the amount and the form of each such award, and the other terms and conditions
applicable thereto. The aggregate value of the Annual Awards (including the
payout value of any Special Annual Incentive Award) payable to any participant
with respect to any fiscal year shall not exceed in value the greater of 200% of
a participant's base earnings in the fiscal year to which such awards apply or
$5 million or, in the case of a participant who is the president or chief
executive officer of one of the Company's business units (not including the
President or Chief Executive Officer of the Company), the greater of 200% of
such participant's base earnings or $5 million or 1% of such business unit's
revenue for the fiscal year with respect of which the award is to be paid.


                                       33
<PAGE>

        In determining the terms and conditions of the Annual Award, the
Committee shall, in the case of each participant who is an "executive officer"
of the Company (for purposes of Item 402 of Regulation S-K under the Securities
Exchange Act of 1934), establish in writing, not later than 90 days after the
commencement of the fiscal year, performance goals relating to one or more of
the following: operating income, cash flow, earnings per share, return on
assets, return on equity, operating margins, economic value added (EVA), cash
flow margins, shareholder return, cost control and revenue growth measurements,
which may be in respect of the Company, as a whole, or any business unit
thereof, which will have to be achieved if such executive officer is to receive
payment for an Annual Award.

7. METHOD PAYMENT OF ANNUAL AWARDS AND TIME OF PAYMENT

        (a) All Annual Awards shall be made in cash.


        (b) All Annual Awards shall be paid in a lump sum as promptly as
practicable in the calendar year that begins closest to the last day of the
fiscal year to which the award relates, except as otherwise provided herein
below.

        (c) The Committee may, in its sole discretion, establish terms and
conditions under which a participant may elect to defer the payment of an award
in whole or in part pursuant to the terms of The Washington Post Company
Deferred Compensation Plan (the "Deferred Compensation Plan").


8. LONG-TERM INCENTIVE AWARD CYCLES; AWARDS

        (a) During the term of the Plan, the Committee shall from time to time
establish Award Cycles, each of which shall commence on a date specified by the
Committee and shall terminate no earlier than the third anniversary date of the
commencement of such Award Cycle or such other anniversary date as specified by
the Committee; provided, however, an Award Cycle shall (i) commence on the first
day of a fiscal year of the Company, (ii) consist of not less than three nor
more than four fiscal years of the Company, and (iii) at least two such fiscal
years shall elapse between the beginning of consecutive Award Cycles.

        (b) For each Award Cycle, the Committee shall

                (i)     designate, subject to paragraph 10(a), the participants
                        who are to receive awards of Performance Units for such
                        Award Cycle and the number of Performance Units awarded
                        to each such participant, and

                (ii)    establish, subject to paragraph 10(b), the method for
                        determining at the end of such Award Cycle the value of
                        a Performance Unit awarded at the beginning of such
                        Award Cycle.


        (c) In addition, from time to time the Committee may deem it desirable
to grant long-term incentive awardsnot based on an Award Cycle established under
paragraph 8(a) and the Committee shall have the discretion to (A) designate the
participants who are to receive such awards and (B) establish such terms and
conditions applicable to such long-term incentive awards ("Special Long-Term
Incentive Award").


9. RESTRICTED STOCK

        (a) During the term of the Plan, the Committee shall from time to time
designate the participants who are to receive awards of restricted shares of the
Class B Common Stock of the Company (such restricted shares being hereinafter
called Restricted Stock), the number of shares of Restricted Stock awarded to
each such participant, and the date on which full ownership of such shares of
Restricted Stock will vest in such participant (such being hereinafter called
the Vesting Date). In no case may the Vesting Date designated by the Committee
be less than one year nor more than six years from the date of the award of
Restricted Stock to which it relates. If the Committee so

                                       34
<PAGE>

determines, a single award of Restricted Stock can provide for more than one
Vesting Date with a portion of the full award to vest on each specified Vesting
Date. To each participant designated to receive an award of Restricted Stock,
there shall be (1) issued (subject to subparagraph (b) below) a stock
certificate, registered in the name of such participant, or (2) a book entry
made in the name of such participant, in each case representing such number of
shares of Restricted Stock awarded to such participant; provided, however, that
at any time, not more than 10,000 shares of Restricted Stock may be awarded to
any participant under all outstanding awards of Restricted Stock.

        (b) Within 30 days after the effective date of a Restricted Stock award,
each recipient of such an award shall deliver to the Company (i) an executed
copy of a Restricted Stock Agreement containing the terms and provisions set
forth in subparagraph (c) below and (ii) a stock power executed in blank. Upon
receipt of such agreement and stock power executed by the participant, the
Company shall cause the stock certificate referred to in subparagraph

        (a) above to be issued in the name of the participant and delivered to
the Secretary of the Company in custody forsuch participant or the book entry
referred to in subparagraph (a) above to be made in the name of the participant
on the books of the Company. The failure of a participant to return such
agreement and stock power within such 30-day period without cause shall result
in cancellation of the Restricted Stock Award to such participant, and no stock
certificate therefor shall be issued in the participant's name or book entry be
made in the participant's name.

        (c) Each Restricted Stock Agreement accompanying an award of Restricted
Stock shall contain the following provisions, as applicable, together with such
other provisions as the Committee shall determine:

                (i)     Except as hereinafter provided, none of the shares of
                        Restricted Stock subject thereto may be sold,
                        transferred, assigned, pledged or otherwise disposed of
                        before the Vesting Date(s) established in the applicable
                        Restricted Stock Agreement.

                (ii)    Except as provided below, if the participant is
                        continuously employed by the Company until the
                        occurrence of an applicable Vesting Date, the
                        restriction set forth in subparagraph (c)(i) above shall
                        terminate on such Vesting Date as to all the shares of
                        Restricted Stock associated with that Vesting Date. In
                        the event that the participant takes one or more unpaid
                        leave(s) of absence where the leave is greater than
                        ninety (90) days in duration at any time before an award
                        of Restricted Stock has vested, the Vesting Date or
                        Dates for such grant shall be extended by a period equal
                        to the aggregate number of days that the participant was
                        out on such leave(s) of absence (the "Extended Vesting
                        Date(s)") and the restrictions set forth in subparagraph
                        (c)(i) above shall then terminate on such Extended
                        Vesting Date or Dates.

                        Notwithstanding any of the foregoing, in the case of a
                        participant who is an "executive officer" of the Company
                        at the time of the award, the Committee shall, prior to
                        the effective date of Restricted Stock Award, establish
                        in writing a formula based on one or more of the
                        following: cash flow, operating income, earnings per
                        share, economic value added (EVA), return on assets,
                        total return on equity of the Company, operating
                        margins, cash flow margins, shareholder return, cost
                        control and/or quantitative revenue, growth or
                        profitability measurements over the period of time it
                        takes for the Restricted Stock Award to vest fully,
                        which will have to be achieved if the restriction set
                        forth in subparagraph (c)(i) above is to terminate as
                        provided in this subparagraph (c)(ii).


                (iii)   If the participant's employment by the Company
                        terminates for any reason (whether voluntary or
                        involuntary and including death or disability) before
                        the Vesting Date or Extended Vesting Date, as the case
                        may be, the ownership of all shares of Restricted Stock
                        shall revert to the Company, unless termination occurs
                        two or more years from the effective date of the award
                        and the Committee, in its sole discretion, approves the
                        vesting of a percentage of the number of shares of
                        Restricted Stock originally awarded (rounded to the
                        nearest whole share), if any, provided,


                                       35
<PAGE>


                        however, that the percentage determined by the Committee
                        may not exceed the percentage calculated by dividing (i)
                        the number of full months elapsed from the effective
                        date of the award to the date of such termination (less
                        the period of full months that a participant was on one
                        or more unpaid leaves of absence where the leave is
                        greater than ninety (90) days during such period by (ii)
                        the number of full months from such effective date to
                        the Vesting Date for such award (such percentage being
                        hereinafter called the Pro-Rated Percentage).


                (iv)    Promptly after the restriction set forth in subparagraph
                        (c)(i) above shall terminate as to any shares of
                        Restricted Stock, the participant to whom such shares
                        were awarded (or the participant's estate, as the case
                        may be) shall pay to the Company the amount of all
                        Federal, state and local withholding taxes payable on
                        the compensation represented by such shares, and upon
                        receipt of such payment the Company shall deliver to the
                        participant a stock certificate or certificates for such
                        shares. Alternatively, pursuant to rules established by
                        the Compensation Committee, a participant may elect to
                        receive all or a portion of the participant's award in
                        the form of cash in lieu of shares, based on the fair
                        market value (the mean between the high and low price
                        per share on the New York Stock Exchange) of such shares
                        on the date the restrictions set forth in subparagraph
                        (c)(i) above shall terminate; and the Company will
                        deduct the amount of all withholding taxes payable on
                        the compensation represented by such shares from the
                        cash value of the shares to be paid to the participant.

                (v)     As long as shares of Restricted Stock remain registered
                        in the name of a participant, such participant shall be
                        entitled to all the attributes of ownership of such
                        shares (subject to the restriction on transfer referred
                        to above), including the right to vote such shares and
                        to receive all dividends declared and paid on such
                        shares.

        (d) All shares of Common Stock issued to recipients of Restricted Stock
awards shall be issued from previously issued and outstanding shares held in the
Treasury of the Company.

        (e) The total number of shares of Common Stock that may be awarded as
Restricted Stock under the Plan shall not exceed 425,000 shares; provided,
however, that effective November 1, 1991, shares which revert to the Company in
accordance with paragraph 9(c)(iii) shall be deemed to have been awarded as
Restricted Stock for purposes of determining the number of shares of Restricted
Stock remaining available to be awarded hereunder.


10. PERFORMANCE UNITS AND SPECIAL LONG-TERM INCENTIVE AWARDS

        (a) During the term of the Plan, the Committee shall from time to time
designate the participants who are to receive awards of Performance Units and
Special Long-Term Incentive Awards, the number of Performance Units or other
terms and conditions as may be applicable, and the date on which the participant
shall be entitled to payment under a Special Long-Term Incentive Award (such
being hereinafter called the "Incentive Vesting Date"). In no case may the
Incentive Vesting Date designated by the Committee be less than one year nor
more than six years from the date of the award of the Special Long-Term
Incentive Award to which it relates. If the Committee so determines, a single
award of a Special Long-Term Incentive Award can provide for more than one
Vesting Date with a portion of the full award to vest on each specified Vesting
Date. To each participant designated to receive an award of Performance Units
there shall be issued a Performance Unit Certificate representing such number of
Performance Units with a nominal value of $100 each as the Committee shall
determine; provided, however, that the total nominal value of Performance Units
awarded to a participant for any Award Cycle shall not exceed 300% of such
participant's base salary at the date of such award.

        (b) No later than ninety (90) days after the beginning of each Award
Cycle or the beginning of the applicable vesting period of a Special Long-Term
Incentive Award, the Committee shall establish in writing a method for
determining the earned value of (A) a Performance Unit at the end of such Award
Cycle (hereinafter called the Payout Value) or (B) the Special Long-Term
Incentive Award, in either case based on performance goals over the period of
the Award Cycle or the vesting period in the case of a Special Long-Term
Incentive Award related to one or more of the

                                       36
<PAGE>


following: operating income, cash flow, shareholder return, earnings per share,
return on assets, return on equity, operating margins, cost control, customer
satisfaction, cash flow margins, economic value added (EVA) and/or other
quantitative revenue, growth or profitability measurements, which may be in
respect of the Company, as a whole, or any business unit thereof; provided,
however, that such method shall provide that (i) no Payout Value may exceed $200
and the payment of an award of Performance Units to any participant at the end
of an Award Cycle shall be the lesser of $5 million or the amount determined by
multiplying the Payout Value times the number of Performance Units granted to
such participant, (ii) the payment of a Special Long-Term Incentive Award to any
participant at the end of the vesting period for such award shall not exceed $5
million and (iii) the aggregate value of the Performance Units and any Special
Long-Term Incentive Award payable to any participant with respect to any fiscal
year shall not exceed $10 million. Notwithstanding the foregoing, in the case of
a participant who is the president or chief executive officer of one of the
Company's business units (not including the President or Chief Executive Officer
of the Company), the aggregate value of the Performance Units and any Special
Long-Term Incentive Award payable to such participant with respect to any fiscal
year shall not exceed in value the greater of $10 million or 1% of such business
unit's revenue for the fiscal year with respect of which the award is to be
paid.

        (c) If a participant's employment by the Company terminates for any
reason (whether voluntary or involuntary and including death or disability)
before the end of an Award Cycle for which the participant was granted
Performance Units or before Incentive Vesting Date, the participant shall be
entitled to such percentage of the Payout Value of said Performance Units or the
payment due under said Special Long-Term Incentive Award, if any, as shall be
determined after the end of such Award Cycle or the Incentive Vesting Date, in
accordance with the following provisions:


                (i)     if termination occurs two or more years after the
                        effective date of the award, such percentage, if any
                        (but not greater than the Pro-Rated Percentage), as the
                        Committee may, in its sole discretion, determine; and


                (ii)    if termination occurs within two years from the
                        effective date of the award, no percentage of the Payout
                        Value or payment under a Special Long-Term Incentive
                        Award shall be paid.

        (d) As promptly as practicable after (i) the end of each Award Cycle and
in the calendar year that begins closest to the last day of the Award Cycle or
(ii) the Incentive Vesting Date, but no later than 75 days after the end of the
calendar year of the Incentive Vesting Date, the Payout Value of a Performance
Unit awarded at the beginning of such Award Cycle or the payment due under the
Special Long-Term Incentive Award, as the case may be, shall be calculated and
paid (unless otherwise deferred as provided herein) in cash to the recipients
awarded such awards after deduction of all Federal, state and local withholding
taxes payable on the compensation represented thereby. In addition, the
Committee may, in its sole discretion, establish terms and conditions under
which a participant may elect to defer the payment of the Payout Value of a
Performance Unit or the payment of the Special Long-Term Incentive Award in
whole or in part pursuant to the terms of the Deferred Compensation Plan.

        (e) For purposes of paragraphs 10(c) and 10(d), and notwithstanding any
contrary terms thereof, in the event a participant takes one or more unpaid
leave(s) of absence where the leave is greater than ninety (90) days in duration
at any time during an Award Cycle or during the vesting period of a Special
Long-Term Incentive Award, the payment of the Payout Value of the Performance
Units or Special Long-Term Incentive Award payable to that participant shall be
determined as if the duration of the Award Cycle or applicable the vesting
period were extended by a period equal to the number of days that the
participant was out on such leave(s) of absence and by not giving the
participant credit for the period of employment during the Award Cycle or
vesting period when the participant was on such leave of absence. Thus, for
example, if a participant was away from work on a leave of absence for one year
during a four-year Award Cycle, the percentage of the Payout Value of the
Performance Units payable to that participant would be 100% only if the
participant had at least one year of active employment after the end of the
Award Cycle, and if such additional period of active employment was not
completed, the Committee, in its exercise of discretion to determine a Pro-Rated
Percentage under paragraph 10(c)(i), would make that determination in a manner
consistent with paragraph 9(c)(iii)(A). In any such case, the Payout Value of
the Performance Units or


                                       37
<PAGE>


the payment of the Special Long-Term Incentive Award payable to the participant
shall be paid as soon as practicable after the participant becomes entitled to
payment by completing the additional period of active employment or by reason of
the Committee's exercise of discretion under paragraph 10(c)(i), but no later
than seventy-five (75) days after the end of the calendar year in which the
participant attains such vested payment right.


        . (f) At the end of each Award Cycle, the Committee may, in its sole
discretion, award to those senior executives of the Company and its subsidiaries
who are not "executive officers" of the Company and whose performance during
such Award Cycle the Committee believes merits special recognition cash bonuses
in an aggregate amount not to exceed 10% of the aggregate Payout Value of all
Performance Units that become vested and payable with respect to such Award
Cycle.

11. EXPENSES

        The expenses of administering this Plan shall be borne by the Company.

12. ADJUSTMENTS IN CLASS B COMMON STOCK

        In the event of any change or changes in the outstanding shares of
Common Stock by reason of any stock dividend, splitup, recapitalization,
combination or exchange of shares, merger, consolidation, separation,
reorganization, liquidation or the like, the class and aggregate number of
shares that may be awarded as Restricted Stock under the Plan after any such
change shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.

13. Amendment


        The Board of Directors of the Company shall have complete power and
authority to amend, suspend or discontinue this Plan; provided, however, that
the Board of Directors shall not, without the approval of the holders of a
majority of the voting stock of the Company entitled to vote thereon, (A)
increase either (i) the maximum number of shares of Restricted Stock that may be
awarded under the Plan, (ii) the maximum number of shares of Restricted Stock or
Performance Units that may be awarded to a participant, (iii) the maximum Payout
Value of a Performance Unit or a Special Long-Term Incentive Award, or (iv) the
percentage ceiling on the aggregate amount of bonuses which may be awarded
pursuant to paragraph 10(f) or (B) make any amendment which would permit the
incentive provision of any year provided in paragraph 5 hereof to exceed the
limitations set forth in said paragraph.



                                       38
<PAGE>




                                    NOTICE OF
                                 ANNUAL MEETING
                                      AND
                                PROXY STATEMENT
                                      2006












                           THE WASHINGTON POST COMPANY

<PAGE>
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<S>                                                                             <C>
THE WASHINGTON POST COMPANY











                                                                                [ ] Mark this box with an X if you have made
                                                                                    changes to your name or address details above.

------------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD - CLASS B COMMON
------------------------------------------------------------------------------------------------------------------------------------

A  ELECTION OF DIRECTORS                            PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

1. The Board of Directors recommends a vote FOR the listed nominees.

                                  For   Withhold
01 - Christopher C. Davis         [ ]     [ ]

                                  For   Withhold
02 - John L. Dotson Jr.           [ ]     [ ]

                                  For   Withhold
03 -Ronald L. Olson               [ ]     [ ]



B  ISSUES

The Board of Directors recommends a vote FOR the following proposals.

                                                    For  Against  Abstain
2. To approve certain amendments to the Company's   [ ]    [ ]      [ ]
Incentive Compensation Plan.                                                    Mark this box with an X if you plan to
                                                                                attend the Annual Meeting.                  [ ]

                                                    For  Against  Abstain
3. To transact such other business as may           [ ]    [ ]      [ ]
properly come before said meeting or any                                        Mark this box with an X if any comments
adjournment thereof.                                                            have been noted below.                      [ ]

                                                    Comments:

                                                    -----------------------------------------------------------------
                                                    -----------------------------------------------------------------
                                                    (Please be sure to mark the box above if you have any comments.)


C  AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.

NOTE: 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 in full corporate name by duly
authorized officer.

Signature 1 - Please keep signature within the box       Signature 2 - Please keep signature within the box      Date (mm/dd/yyyy)

--------------------------------------------------       --------------------------------------------------      -------------------
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<PAGE>
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<S>                                                                             <C>

------------------------------------------------------------------------------------------------------------------------------------
PROXY
------------------------------------------------------------------------------------------------------------------------------------

THE WASHINGTON POST COMPANY
CLASS B COMMON STOCK

ANNUAL MEETING OF STOCKHOLDERS - MAY 11, 2006
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Donald E. Graham, John B. Morse, Jr., Diana M. Daniels and Gerald M. Rosberg, and each of them,
his/her true and lawful agents and proxies, with full power of substitution in 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 11, 2006, 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.

(Continued and to be voted on reverse side.)



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 10, 2006 will be the one counted. You
may also revoke your proxy by voting in person at the annual meeting.





TELEPHONE AND INTERNET VOTING INSTRUCTIONS
YOU CAN VOTE BY TELEPHONE OR INTERNET!  AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.



TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)                    TO VOTE USING THE INTERNET

o Call toll free 1-800-652-VOTE (8683) in the United States             o Go to the following web site:
  or Canada any time on a touch tone telephone. There is NO               WWW.COMPUTERSHARE.COM/EXPRESSVOTE
  CHARGE to you for the call.
                                                                        o Enter the information requested on your computer screen
o Follow the simple instructions provided by the recorded                 and follow the simple instructions.
  message.



IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY CARD.
PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 5:00 P.M., EASTERN DAYLIGHT TIME, ON MAY 10, 2006.
THANK YOU FOR VOTING
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