prex10_2.htm


     

    Exhibit
      10.2

     

     

    AGREEMENT

     

     

    OF

     

     

    NEWS
      CORPORATION,

     

     

    DOW
      JONES & COMPANY, INC.

     

     

    AND

     

     

    THE
      SPECIAL COMMITTEE

     

     

    


     

     

    Dated
      as of [l]

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	
                ARTICLE
                  I SPECIAL COMMITTEE

              	
                1

              
	 	1.1   	Establishment	1
	 	
                1.2

              	
                Composition

              	
                2

              
	 	
                1.3

              	
                Meetings
                  and Actions of the Special Committee

              	
                4

              
	 	
                1.4

              	
                Roles
                  and Responsibilities of the Special Committee

              	
                5

              
	 	
                1.5

              	
                Arbitrating
                  and Resolving Disputes

              	
                8

              
	 	
                1.6

              	
                No
                  Modification

              	
                8

              


      

      


      
        	
                ARTICLE
                  II THE COMPANY

              	
                8

              
	 	
                2.1

              	
                Representations,
                  Warranties and Agreements of the Company and Dow Jones

              	
                8

              


      

      


      
        	
                ARTICLE
                  III MEMBERS

              	
                9

              
	 	
                3.1

              	
                Powers
                  of Execution

              	
                9

              
	 	
                3.2

              	
                Compensation;
                  Expenses; Support of the Members

              	
                9

              
	 	
                3.3

              	
                Performance
                  of Duties; Access to Information and Advisors

              	
                10

              
	 	
                3.4

              	
                Liability;
                  Indemnification of Members

              	
                10

              


      

      


      
        	
                ARTICLE
                  IV MISCELLANEOUS PROVISIONS

              	
                11

              
	 	
                4.1

              	
                Notices

              	
                11

              
	 	
                4.2

              	
                Governing
                  Law

              	
                12

              
	 	
                4.3

              	
                Interpretation;
                  Headings and Sections

              	
                12

              
	 	
                4.4

              	
                Amendment
                  and Waiver

              	
                13

              
	 	
                4.5

              	
                Assignment;
                  Third Party Beneficiaries

              	
                13

              
	 	
                4.6

              	
                Counterparts

              	
                13

              
	 	
                4.7

              	
                Severability

              	
                13

              
	 	
                4.8

              	
                Remedies

              	
                14

              
	 	
                4.9

              	
                No
                  Strict Construction

              	
                14

              
	 	
                4.10

              	
                Entire
                  Agreement

              	
                14

              
	 	
                4.11

              	
                Submission
                  to Jurisdiction

              	
                14

              
	 	
                4.12

              	
                Waiver
                  of Jury Trial

              	
                15

              


      

      
 

    

    SCHEDULES

    


    
      	
              Schedule
                A

            	
              Initial
                Members of the Special Committee

            


    

    
      	
              Schedule
                B

            	
              Covered
                Employees

            


    

     

     


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    AGREEMENT

    OF

    NEWS
      CORPORATION,

    DOW
      JONES & COMPANY, INC.

    AND

    THE
      SPECIAL COMMITTEE

    


    AGREEMENT
      (this “Agreement”), dated as of [l], by and
      among
      NEWS CORPORATION, a Delaware corporation (the “Company”), DOW JONES &
COMPANY, INC., a Delaware corporation (“Dow Jones”), and the Special
      Committee (as defined below).

     

    Recitals:

     

    WHEREAS,
      the Company, Dow Jones and certain other parties have entered into an Agreement
      and Plan of Merger, dated as of July 31, 2007 (the “Merger Agreement”),
      pursuant to which the Company is acquiring all of the issued and outstanding
      shares of capital stock of Dow Jones;

     

    WHEREAS,
      in connection with the execution and delivery of the Merger Agreement, certain
      Bancroft Investors (as defined in the Merger Agreement) have executed and
      delivered a Voting and Support Agreement, dated as of July 31, 2007 (the
“Voting Agreement”) pursuant to which those Bancroft Investors have
      agreed to vote, or cause to be voted, the shares of capital stock of Dow Jones
      beneficially owned by them in favor of the adoption of the Merger
      Agreement;

     

    WHEREAS,
      pursuant to the Merger Agreement, (i) each of the Company and Dow Jones is
      required to adopt, execute and deliver, and comply with, and cause its
      subsidiaries, as applicable, to comply with, this Agreement and (ii) the Company
      is required to establish and maintain the Special Committee contemplated by
      this
      Agreement; and

     

    WHEREAS,
      it is a condition to Dow Jones’s obligation to consummate the transactions
      contemplated by the Merger Agreement and a condition to the willingness of
      the
      Bancroft Investors to execute and deliver the Voting Agreement, that in
      connection with the consummation of the transactions contemplated by the Merger
      Agreement, the Company and Dow Jones shall have adopted and executed and
      delivered this Agreement, and the Company shall have established the Special
      Committee and appointed the Initial Committee Members (as defined in the Merger
      Agreement) to the Special Committee.

     

    NOW,
      THEREFORE, in consideration of the foregoing, and the mutual covenants and
      agreements herein made and other good and valuable consideration, the parties
      hereto hereby agree as follows:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      ARTICLE
        I

       

      SPECIAL
        COMMITTEE

       

      1.1           Establishment.

       

      (a)           The
        Company hereby establishes a stand-alone special committee (the “Special
        Committee”) to oversee and enforce compliance by the Company and Dow Jones
        and their Affiliates with the terms of this Agreement and to perform the
        obligation and undertake its responsibilities and rights
        hereunder.  The Special Committee shall have perpetual
        existence.  For the avoidance of doubt, the Special Committee is a
        special committee of the Company and is not a committee of the Board of
        Directors of the Company or Dow Jones.

       

      1.2           Composition.

       

      (a)           The
        Special Committee shall consist of five (5) members (“Members”) who are
        distinguished community or journalistic leaders and who are independent of
        the
        Company, Dow Jones, the Murdoch family, the Bancroft family and their respective
        Affiliates (as defined by Rule 12b-2 under the Securities Exchange Act of
        1934,
        as amended).  As used in this Agreement, the term “independent” shall
        refer to persons who, in the sole judgment of the Special Committee, are
        able to
        consider and evaluate objectively any issue that comes before the Special
        Committee and whose judgment is not impaired by any interest in or relationship
        with the Company, Dow Jones, the Murdoch family, the Bancroft family or their
        respective Affiliates.  Employees, directors and consultants of the
        Company, Dow Jones or their respective Affiliates shall be deemed not to
        be
        independent.  Any Member shall promptly report to all of the other
        Members any change in his or her circumstances which may reasonably be expected
        to bear on the determination of his or her status as independent (as defined
        herein).

       

      (b)           The
        Members of the Special Committee shall be divided into three classes. The
        first
        class shall consist of one Member and the second and third classes shall
        consist
        of two Members. The initial term of the first class shall expire on December
        31,
        2012; the initial term of the second class shall expire on December 31, 2013;
        the initial term of the third class shall expire on December 31,
        2014.  Upon the expiration of the term of any class, a new term of the
        class shall commence, and this term shall expire on the fifth anniversary
        of the
        commencement of this term.  Subject to Sections 1.2(e) and 1.2(f),
        each of the Members in a class of the Special Committee shall hold office
        until
        expiration of the term of such class and the appointment of his or her successor
        as a Member of such class.

       

      (c)           Upon
        the expiration of the term of a class, a majority of the remaining Members
        of
        the Special Committee shall appoint or reappoint an individual or individuals,
        as applicable, selected by the Special Committee as a Member or Members,
        as
        applicable, of the class for the new term then commencing.  Any
        appointment or reappointment shall be subject to the approval of the Company,
        which shall not be unreasonably withheld or delayed.  Any proposed
        appointment or reappointment shall be deemed to be approved by the Company
        if no
        written objection to the appointment or reappointment is received from the
        Company by the Special Committee within ten (10) business days following
        the
        Company’s receipt from the Special Committee of written notice of the proposed
        appointment or reappointment.  Subject to 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	 the
                  foregoing sentence, a Member may be reappointed to the Special
                  Committee
                  upon the expiration of the term of his or her
                  class.


        

      

       

                      (d)           The
        Special Committee shall appoint an individual selected by a majority of the
        remaining Members of the Special Committee as a Member to fill any vacancy
        in
        any class of the Special Committee resulting from any resignation, death
        or
        removal of a Member.  Any such appointment shall be subject to the
        approval of the Company, which shall not be unreasonably withheld or
        delayed.  Any proposed appointment shall be deemed to be approved by
        the Company if no written objection to the appointment is received from the
        Company by the Special Committee within ten (10) business days following
        the
        Company’s receipt from the Special Committee of notice of the proposed
        appointment.  Any Member appointed in accordance with the foregoing
        shall be a Member of the class of the Special Committee in which the vacancy
        existed.

       

      (e)           A
        Member may resign from the Special Committee by submitting a letter to the
        Chairman of the Special Committee, who will confirm receipt in writing and
        notify the Special Committee of this resignation.  In the event that
        the Chairman resigns, the Chairman shall submit a letter of resignation to
        each
        of the remaining Members, any one of who shall confirm receipt in
        writing.  A resignation shall take effect at the time specified
        therein and, if no time is specified, at the time of its receipt by the Chairman
        or the remaining Members, as applicable.  A Member shall resign
        forthwith if his or her circumstances change such that the Member ceases
        to be
        (or the other Members determine that the Member ceases to be) independent
        (as
        defined herein).

       

      (f)           A
        Member may be removed from the Special Committee if determined by the unanimous
        vote of the other Special Committee Members that (x) he or she has materially
        failed to fulfill his or her responsibilities as a Member (it being acknowledged
        and agreed that any substantive dispute over decision-making under this
        Agreement shall not constitute such a failure), or (y) such Member has ceased
        to
        be independent (as defined herein); provided, however, that the Special
        Committee may not remove a Member on the basis of this determination unless
        (i)
        the Special Committee shall have given each of such Member and the Company
        notice specifying in reasonable detail the acts or failure to act on the
        part of
        the Member giving rise to the Special Committee’s determination, (ii) the Member
        shall have been given at least ninety (90) days after the delivery of such
        notice to the Member to discontinue, and during such time shall have not
        discontinued, the acts or failures to act specified in the notice and (iii)
        each
        of the Member and the Company shall have been given the opportunity to address
        the Special Committee prior to the Special Committee taking this
        action.  A Member may also be removed from the Special Committee by
        determination of a majority of the other Members for “Cause.”  For
        purposes of this paragraph 1.2(f), “Cause” shall mean a plea of guilty or nolo
        contendere to, or nonappealable conviction of, a felony on the part of a
        Member,
        which conviction or plea, of the action or failure to act giving rise to
        the
        conviction or plea a majority of the other Members determine causes or caused,
        or is reasonably like to cause, material damage to the reputation of the
        Company, Dow Jones or the Special Committee.

       

      (g)           The
        individuals set forth on Schedule A shall be the initial Members of the Special
        Committee.  Each of these individuals shall be a Member of the class
        of the Special Committee indicated for the individual on Schedule
        A.  In the event that any of the individuals 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 set
                  forth on Schedule A shall be unable to serve as a Member of the
                  Special
                  Committee upon the Closing Date (as defined in the Merger Agreement),
                  each
                  such individual will be replaced with an individual designated
                  by Dow
                  Jones, subject to the approval of the Company, which shall not
                  be
                  unreasonably withheld or delayed, and which approval shall be deemed
                  to be
                  granted if no written objection to the appointment is received
                  by Dow
                  Jones within ten (10) business days following the Company’s receipt of
                  notice thereof.


        

      

       

      (h)           The
        individual designated on Schedule A shall be the initial chairman of the
        Special
        Committee (“Chairman”).  In the event that at any time there is no
        Chairman, the Special Committee shall elect a successor Chairman from among
        its
        Members to serve for a period determined by the Special
        Committee.  The Chairman may be removed as Chairman by the Special
        Committee at any time.  The Chairman’s responsibilities shall
        include:

       

      (i)           setting
        the agenda for all Special Committee meetings;

       

      (ii)           presiding
        at all meetings of the Special Committee;

       

      (iii)           overseeing
        the execution of the Special Committee decisions and certifying reports and
        other documents issued by the Special Committee; and

       

      (iv)           other
        powers and duties, consistent with this Agreement and his or her position
        as
        Chairman as may be prescribed from time to time by the Special
        Committee.

       

      1.3           Meetings
        and Actions of the Special Committee.

       

      (a)           Regular
        meetings of the Special Committee shall be held at least quarterly at a location
        in New York City, New York, at such time and place as shall be set forth
        in the
        notice of meeting.  The objective will be to hold the meetings within
        two weeks of the beginning of each calendar quarter.  Regular meetings
        of the Special Committee may be called by the Chairman or by any three Members
        (or, if the Special Committee shall at any time consist of fewer than three
        (3)
        Members, all Members) on no less than forty-eight (48) hours’ notice to each
        Member (or upon shorter notice as may be approved by the Special Committee),
        either personally, by mail, by facsimile, by electronic transmission, by
        telegram, telephone or in such other manner as may be approved by the Special
        Committee.

       

      (b)           Special
        meetings of the Special Committee may be called at any time by the Company,
        the
        Chairman of the Special Committee or by any three Members (or, if the Special
        Committee shall at any time consist of fewer than three (3) Members, all
        Members) on no less than twenty-four (24) hours’ notice to each Member (or upon
        shorter notice as may be approved by the Special Committee), either personally
        or by mail, by facsimile, by electronic transmission, by telegram, telephone
        or
        in such other manner as may be approved by the Special Committee.  The
        person or persons authorized to call special meetings may fix the place and
        time
        of the meetings.

       

      (c)           Any
        Member may waive notice of a meeting as to himself or
        herself.  Attendance of a Member at a meeting shall constitute a
        waiver of notice of such meeting, except when the Member attends a meeting
        for
        the express purpose of objecting at the beginning of the 

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 meeting
                  to the transaction of any business because the meeting was not
                  properly
                  called or convened.  A meeting may be held at any time without
                  notice if all Members are present or if those not present waive
                  notice of
                  the meeting in accordance herewith.


        

      

       

      (d)           At
        all meetings of the Special Committee the presence of at least a majority
        of the
        Members then in office shall be necessary and sufficient to constitute a
        quorum
        for the transaction of business.  Each Member shall have one (1) vote
        in respect of any vote on any decision of the Special
        Committee.  Except as otherwise specifically provided in this
        Agreement, all decisions to be made or actions to be taken by the Special
        Committee shall require the approval of a majority of all Members then in
        office.  If a quorum shall not be present at any meeting of the
        Special Committee, the Members present may adjourn the meeting from time
        to
        time, without notice other than announcement at the meeting, until a quorum
        shall be present.

       

      (e)           All
        Members shall have the right to attend and participate directly in all Special
        Committee meetings.  A Member may attend a meeting by telephone or
        other communications equipment.  Participation in a meeting by
        telephone or other communications equipment shall constitute presence in
        person
        at that meeting.

       

      (f)           The
        minutes of each meeting will be taken by a designated Member of the Special
        Committee or another individual designated by the Chairman or the Special
        Committee, who shall serve as secretary (“Secretary”) of the
        meeting.  The minutes shall indicate the date and location of the
        meeting, the mode of convocation, the proposed agenda, the Members (and any
        others invited) present, the presence of a quorum, the documents and reports
        submitted for review, a summary of the meeting, the text of any resolutions
        submitted for review and approval, and the results of each vote, unless
        otherwise determined by the Special Committee.  The minutes shall be
        signed by the Chairman and Secretary or as otherwise determined by the Special
        Committee.  If a quorum is not present, the meeting cannot proceed and
        minutes to this effect shall be prepared, unless otherwise determined by
        the
        Special Committee.

       

      (g)           Each
        meeting of the Special Committee shall be presided over by the Chairman or,
        in
        his/her absence, by another Member elected from among the Members
        present.

       

      (h)           Any
        action required or permitted to be taken at any meeting of the Special Committee
        may be taken without a meeting if a majority of all Members (or such higher
        percentage as provided in this Agreement) consent in writing.  Any
        action approved by written consent shall be filed with the minutes of the
        proceedings of the Special Committee.

       

      (i)           The
        Chairman may from time to time invite others to attend or participate in
        certain
        portions of Special Committee meetings whose participation is deemed useful
        to
        issues under consideration by the Special Committee; provided, these individuals
        may participate only in the relevant portions of the meetings of the Special
        Committee and shall not be present while the Special Committee members
        vote.

       

      (j)           The
        Company shall have the right to appear before and be heard by the Special
        Committee upon advance written request of the Company.

       

      (k)           Any
        actions, decisions or other determinations or reports of the Special Committee
        may be made public by the Special Committee, if it so determines, including,
        if


       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	 requested
                by the Special Committee, on the editorial pages of all print, electronic
                and other  editions of The Wall Street Journal, subject
                to the approval of the editorial page editor or, if for any reason
                such
                approval is not granted with respect to any such edition of The Wall
                Street Journal, in a prominent location in such edition of The
                Wall Street Journal).


      

       

      1.4           Roles
        and Responsibilities of the Special Committee.

       

      (a)           The
        Company and Dow Jones agree that the Special Committee shall have rights
        of
        approval over each of the Special Committee Matters (as defined
        below).  Any decision made by the Special Committee with respect to
        any of the Special Committee Matters or any other matter on which the Special
        Committee is entitled to make a decision or determination pursuant to this
        Agreement shall be final and binding.

       

      (b)           For
        purposes of this Agreement, the “Editors” shall mean each of (i) the managing
        editor of The Wall Street Journal, (ii) the editorial page editor of
The Wall Street Journal, and (iii) unless he or she reports to the
        managing editor of The Wall Street Journal, the managing editor of Dow
        Jones Newswires.  References to “The Wall Street Journal Publications”
shall be deemed to include (x) the print, online, video and other publications,
        within and outside the U.S., of The Wall Street Journal or wsj.com or
        any successors to any of the foregoing, and (y) any other print, online,
        video
        or other form of distribution or publication, within and outside the U.S.,
        under
The Wall Street Journal, wsj.com or any derivative brand names, in the
        case of this clause (y), that (A) are under the control or direction of the
        managing editor of The Wall Street Journal, the editorial page editor
        of The Wall Street Journal or the publisher of The Wall Street
        Journal or (B) use journalists or editors, or content written or produced
        by, or otherwise involving, journalists or editors, who, directly or indirectly,
        report to, or are under the supervision of, the managing editor of The Wall
        Street Journal, the editorial page editor of The Wall Street
        Journal or the publisher of The Wall Street Journal, but, in the
        case of this clause (B), only to the extent of such use.  References
        to “Dow Jones Newswires Publications” shall be deemed to include print, wire
        services online, video and any and all other forms of distribution and
        publication (within and outside the U.S.) under the “Dow Jones Newswires” and
        derivative brand names and any successor to any of the foregoing, in each
        case
        that (A) are under the control or direction of the managing editor of Dow
        Jones
        Newswires or (B) use journalists or editors, or content written or produced
        by,
        or otherwise involving, journalists or editors, who, directly or indirectly,
        report to, or are under the supervision of, the managing editor of Dow Jones
        Newswires, but, in the case of this clause (B), only to the extent of such
        use.

       

      (c)           For
        purposes of this Agreement, “Special Committee Matters” shall mean the
        following:

       

      (i)           Appointment
        and removal of each of the Editors (including any material changes in the
        terms
        and conditions of employment of each such Editor that could give rise to
        constructive termination, such as a material reduction in compensation,
        relocation of principal place of employment, material change in duties or
        responsibilities and the like); and

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (ii)           Changes
        to the authority, reporting relationship and consultation rights (as outlined
        in
        subparagraphs (A) through (F) below) of any of the Editors;

       

      (A)           The
        authority of each of the Editors will include:

       

      (1)           the
        power to hire and remove subordinates (including any material changes in
        the
        terms and conditions of employment of any such subordinate that could give
        rise
        to constructive termination, such as a material reduction in compensation,
        relocation of principal place of employment, material change in duties,
        responsibilities or position and the like) within their respective publications
        and operations, in each case consistent with departmental budgets set by
        the
        Company or Dow Jones management following discussion with the relevant Editor;
        the decisions of the Company or Dow Jones on departmental budgets will be
        final,
        and

       

      (2)           control
        over spending and allocation of resources within departmental budgets set
        by the
        Company or Dow Jones management following discussion with the relevant Editor;
        the decisions of the Company or Dow Jones on departmental budgets will be
        final,

       

      (B)           in
        the case of the managing editor of The Wall Street Journal, and, so
        long as he or she is an Editor, the managing editor of Dow Jones Newswires
        (or
        any successor of the foregoing), authority over:

       

      (1)           all
        news decisions with respect to The Wall Street Journal Publications and Dow
        Jones Newswires Publications, as applicable (including decisions on subjects
        of
        news coverage, length, placement and accompanying art or other media),
        and

       

      (2)           use
        of staff of The Wall Street Journal Publications and Dow Jones Newswires
        Publications, as applicable, by advertisers or other businesses, publications
        or
        services;

       

      (C)           the
        managing editor of The Wall Street Journal shall continue to report to
        the publisher of The Wall Street Journal,

       

      (D)           the
        managing editor of The Wall Street Journal shall be consulted prior to
        the use of The Wall Street Journal or Dow Jones brand names by the
        Company, its Affiliates or any other party to provide the managing editor
        the
        opportunity to raise any objections to and suggestions concerning the proposed
        use of the brand; provided that the decisions of the Company on
        branding matters will be final;

       

      (E)           in
        the case of The Wall Street Journal editorial page editor:

       

      (1)           authority
        to choose the editorial board members, the opinion columnists, the op-ed
        section
        editor and the editors of the book review, the Leisure & Arts section,
        OpinionJournal.com and the Far Eastern Economic 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        
          	 Review
                  of The Wall Street Journal Publications and the use of the staff
                  of any of
                  the foregoing by advertisers or other businesses, publications
                  or
                  services;


        

      

       

      (2)           final
        determination over the positions taken by the editorial pages of The Wall
        Street
        Journal Publications; and

       

      (3)           authority
        over the selection of op-ed pieces for The Wall Street Journal Publications;
        and

       

      (F)           The
        Wall Street Journal editorial page editor shall continue to report
        to The Wall Street Journal publisher.

       

      1.5           Arbitrating
        and Resolving Disputes.

       

      Each
        Editor shall have the right to appeal disputes with the Company, Dow Jones
        or
        their respective Affiliates concerning (i) the Special Committee Matters,
        and
        (ii) the matters set forth in Sections 2.1(e) and 2.1(f) (but only to the
        extent
        any such dispute relates to Dow Jones, any of its subsidiaries, a Dow Jones
        Publication (as defined in Section 2.1(f)) or to journalists or journalism
        of
        Dow Jones or its subsidiaries or a Dow Jones Publication), to the Special
        Committee for resolution, and the Special Committee shall seek to resolve
        such
        disputes in a prompt manner. All decisions and determinations made by the
        Special Committee with respect to any such dispute shall be final and
        binding.

       

      1.6           No
        Modification.

       

      (a)           The
        authority of the Special Committee shall be limited to the approval rights,
        dispute resolution and other matters set forth in this Agreement.  The
        Special Committee shall have no separate role in managing the business of
        Dow
        Jones.  Any changes to the Special Committee Matters or the powers,
        responsibilities and authority of the Special Committee as set forth in this
        Agreement shall require the approval of at least eighty percent (80%) the
        Members of the Special Committee then in office and the Company.

       

      ARTICLE
        II

       

      THE
        COMPANY

       

      2.1           Representations,
        Warranties and Agreements of the Company and Dow
        Jones.

       

      The
        Company and Dow Jones, jointly and severally, hereby acknowledge, represent
        and
        warrant to, and agree with, the Special Committee as follows:

       

      (a)           This
        Agreement has been duly and validly authorized, executed and delivered by
        each
        of the Company and Dow Jones and constitutes a legal, valid and binding
        obligation of the Company and Dow Jones, enforceable against such parties
        in
        accordance with its terms;

       

      (b)           The
        Company and Dow Jones agree to retain in their positions following the closing
        of transactions contemplated by the Merger Agreement the persons set forth
        on
        Schedule B (the “Covered Employees”) unless and until removed in accordance with
        this Agreement;

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (c)           The
        Company and Dow Jones shall promptly provide the Special Committee and its
        Members with adequate funding as from time to time requested by the Special
        Committee Members to carry out its duties and responsibilities, including
        investigations and enforcement as provided in this Agreement;

       

      (d)           The
        Company shall maintain, at no expense to the beneficiaries, insurance covering
        the Members that is similar in scope and quality to the directors’ and officers’
liability insurance and fiduciary liability insurance maintained by the Company
        for the benefit of its directors and officers;

       

      (e)           The
        Company has adopted and shall maintain a set of principles aimed at ensuring
        the
        preservation of the integrity, editorial independence and freedom from bias
        of
        its  publications and newsgathering services and the Dow Jones
        Publications (as defined below).  These principles will ensure that in
        all publications and news gathering services of the Company and the Dow Jones
        Publications:

       

      (i)           facts
        are accurate and fairly presented;

       

      (ii)           analyses
        represent the publications’ best independent judgments rather than their
        preferences, or those of their owner, sources, advertisers or information
        providers;

       

      (iii)           opinions
        represent only the applicable publication’s own editorial philosophies centered
        around the core principle of  “free people and free
        markets”;

       

      (iv)           there
        are no hidden agendas in any journalistic undertakings; and

       

      (v)           accuracy
        and fairness extends to coverage of any real or perceived business interests
        of
        the Company or its Affiliates; and

       

      (f)           The
        Company’s principles set forth in Section 2.1(e) shall apply, and the Dow Jones
        Code of Conduct relating to appropriate professional conduct, as amended
        January
        21, 2004 (the “Code of Conduct”), shall continue to apply, following the closing
        of the merger contemplated by the Merger Agreement, to Dow Jones, its
        subsidiaries, The Wall Street Journal, wsj.com, Dow Jones Newswires and
        any other publications or services, whether print, online, video or otherwise
        and whether within or outside the U.S. (including any successors thereto
        or any
        derivatives therefrom) that are publications or services of Dow Jones or
        any of
        its subsidiaries as of the date of this Agreement or use the Dow Jones brand
        name or any brand name of any of the foregoing publications or services,
        whether
        print, online, video or otherwise and whether within or outside the U.S.
        (collectively, “Dow Jones Publications”) and to all journalists and journalism
        of Dow Jones and its subsidiaries or the Dow Jones Publications.  The
        Special Committee shall aid the preservation and promotion of the Company’s
        principles set forth in Section 2.1(e) and the Code of Conduct.

       

      (g)           The
        foregoing representations, warranties and agreements shall survive the date
        of
        this Agreement.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        III

       

      MEMBERS

       

      3.1           Powers
        of Execution.

       

      (a)           All
        agreements and other instruments and any reports or statements issued by
        the
        Special Committee shall be signed on behalf of the Special Committee by the
        Chairman or by those other person or persons as the Special Committee may
        from
        time to time designate.

       

      3.2           Compensation;
        Expenses; Support of the Members.

       

      (a)           The
        Company shall pay each Member reasonable compensation for his or her services
        as
        a Member of the Special Committee.  The initial compensation payable
        to each Member shall be $100,000 per year, one-fourth of which shall be payable
        quarterly.  The foregoing compensation amounts may be reasonably
        adjusted by the Special Committee, subject to the approval of the Company
        (not
        to be unreasonably withheld or delayed).  In addition, the Company
        shall reimburse each Member for reasonable out of pocket, documented travel,
        accommodation and other expenses incurred by any Member attending any meeting
        of
        the Special Committee or otherwise discharging his or her duties
        hereunder.

       

      3.3           Performance
        of Duties; Access to Information and Advisors.

       

      (a)           In
        fulfilling its responsibilities, the Special Committee shall have full access
        to
        all books, records, facilities and personnel of the Company, Dow Jones and
        their
        respective  Affiliates as the Special Committee may reasonably request
        to fulfill its duties.  The Special Committee and its Members shall
        have the right to liaise with the office of the managing editor of The Wall
        Street Journal to obtain, and the office of the managing editor of The
        Wall Street Journal shall take all action that is reasonably necessary or
        appropriate to provide, such access.

       

      (b)           The
        Special Committee (including each of its Members, any individual designated
        as
        Secretary in accordance with Section 1.3(f) and any other permitted designee)
        shall have the right to rely on the office of the managing editor of The
        Wall Street Journal to obtain administrative support, including in
        connection with travel, accommodations, meeting logistics, expense reimbursement
        and other similar administrative services; provided that the Special Committee
        may, in its sole discretion, elect to make other arrangements available to
        the
        Members for support in carrying out the Special Committee’s functions under this
        Agreement either in lieu of or in addition to the foregoing.

       

      (c)           In
        performing his or her duties, each of the Members will be entitled to rely
        in
        good faith on the provisions of this Agreement and on information, opinions,
        reports, or statements, of the following other persons or groups: (i) one
        or
        more officers or employees of the Company or its subsidiaries; (ii) any
        attorney, independent accountant, or other person employed or engaged by
        the
        Company, Dow Jones or their respective Affiliates; or (iii) any other person
        who
        has been selected with reasonable care by or on behalf of the Special Committee,
        Company, Dow Jones or their respective Affiliates, in each case as to matters
        that such relying Member reasonably believes to be within such person’s
        professional or expert competence.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (d)           The
        Special Committee shall have the authority to retain legal, accounting and
        other
        advisors and investigators as the Special Committee determines, in its good
        faith judgment, to be necessary or appropriate in connection with performing
        its
        duties and responsibilities, or exercising its rights, as applicable, under
        Sections 1.2(c), 1.2(d), 1.2(f), 1.4(c)(i), 1.5 and 4.8 of this Agreement,
        and
        the Company shall be responsible for paying the reasonable fees and expenses
        of
        any such persons.  Each of the Members will be entitled to rely in
        good faith on any person or group so retained as to matters that such relying
        Member reasonably believes to be within such person’s professional or expert
        competence.

       

      3.4           Liability;
        Indemnification of Members.

       

      (a)           No
        Member will be personally liable under any judgment of a court, or in any
        other
        manner, for any debt, obligation, or liability of the Company, Dow Jones
        or any
        of their respective Affiliates, whether that liability or obligation arises
        in
        contract, tort, or otherwise, by reason of being a Member.

       

      (b)           The
        Members will not be liable, responsible or accountable for damages or otherwise
        to the Company, Dow Jones, their respective Affiliates or their respective
        officers, directors, employees, stockholders or to the other
        Members.  Each Member is hereby indemnified and held harmless by the
        Company and Dow Jones from and against all claims, liabilities, and expenses
        whatsoever (including advancement of reasonable attorneys’ fees and other
        expenses) arising out of or based upon the fact that such Member is or was
        a
        Member of the Special Committee, or is or was serving or has agreed to serve
        at
        the request of the Company in any other capacity, or in connection with any
        decision made by the Special Committee, except, in each case, to the extent
        of
        any such Member’s willful misconduct as determined by a final, nonappealable
        order of a court of competent jurisdiction.

       

      ARTICLE
        IV

      
MISCELLANEOUS
        PROVISIONS

       

      4.1           Notices.

       

      All
        notices, requests, claims, demands and other communications under this Agreement
        shall be in writing (and also made orally if so required pursuant to any
        Section
        of the Agreement) and shall be deemed given if delivered personally, mailed
        by
        registered or certified mail (return receipt requested) or delivered by express
        or overnight courier (providing proof of delivery) to the parties or sent
        by
        telecopy (providing confirmation of transmission) at the following addresses
        or
        telecopy numbers:

       

      If
        to the
        Company, to:

      


      
        	 	
                News
                  Corporation

                1211
                  Avenue of the Americas

                New
                  York, New York 10036

                Fax:  212-768-9896

                Attention:
                  General Counsel

              


      

       

      
 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      with
        copies (which shall not constitute notice) to:

      


      


      If
        to Dow
        Jones, to:

      


      
        	 	
                Dow
                  Jones & Co., Inc.

                1
                  World Financial Center

                200
                  Liberty Street

                New
                  York, New York 10281

                Fax:
                  212-732-8356

                Attention:
                  General Counsel

              


      

      


      with
        copies (which shall not constitute notice) to:

      


       

      If
        to the
        Special Committee, to:

      


      
        	 	
                [NAME]

                [ADDRESS]

                [ADDRESS]

                Fax:

                Attention:

              


      

       

      with
        copies (which shall not constitute notice) to:

      


      If
        to the
        Members of Special Committee, to the addresses for such Members provided
        by the
        Members to the Company (which shall be modified from time to time to reflect
        changes to the composition of the Special Committee);

      


      or
        to any
        other persons or addresses as may be designated in writing by the person
        to
        receive this notice as provided above.  Any notice, request,
        instruction or other document given as provided above shall be deemed given
        to
        the receiving party upon actual receipt, if delivered personally; on the
        next
        business day after deposit with an internationally recognized overnight courier,
        if sent by such a courier; three (3) business days after deposit in the
        mail, if sent by registered or certified mail; or upon confirmation of
        successful transmission if sent by facsimile.  The foregoing notice
        provisions shall not apply to notices to the Members of meetings of the Special Committee,
        which shall be governed by Section 1.3 above.

       

      4.2           Governing
        Law.

       

      All
        issues and questions concerning the application, construction, validity,
        interpretation and enforcement of this Agreement and the Schedules to this
        Agreement will be governed by, and construed in accordance with, the laws
        of the
        State of New York, without giving effect to any choice of law or conflict
        of law
        rules or provisions (whether of the State of New York or any 

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      
        	 other
                jurisdiction) that would cause the application of the laws of any
                jurisdiction other than the State of New
                York.


      

       

      4.3           Interpretation;
        Headings and Sections.

       

      (a)           Defined
        terms used in this Agreement in the singular will include the plural and
        vice
        versa.  Whenever the words “include,” “includes” or “including” are
        used in this Agreement, they are deemed to be followed by the words “without
        limitation.”  Where the context so indicates, the masculine will
        include the feminine, the neuter will include the masculine and
        feminine.

       

      (b)           The
        headings in this Agreement are inserted for convenience only and are in no
        way
        intended to describe, interpret, define, or limit the scope, extent or intent
        of
        this Agreement or any provision of this Agreement.  Unless the context
        requires otherwise, all references in this Agreement to Sections, Articles,
        or
        Schedules will be deemed to mean and refer to Sections, Articles, Schedules
        of
        or to this Agreement.

       

      4.4           Amendment
        and Waiver.

       

      No
        modification, amendment or waiver of any provision of the this Agreement
        will be
        effective against any party unless such modification, amendment or waiver
        is
        approved in writing by, in the case of an amendment, each party to this
        Agreement or, in the case of a waiver, by each party against whom the waiver
        is
        to be effective.  No amendment or waiver shall be effective against
        the Special Committee unless it has been approved in writing by at least
        eighty
        percent (80%) of the Members of the Special Committee then in office and
        the
        Company.  The failure of any party to enforce any of the provisions of
        this Agreement will in no way be construed as a waiver of these provisions
        and
        will not affect the right of such party thereafter to enforce each and every
        provision of this Agreement in accordance with its terms.

       

      4.5           Assignment;
        Third Party Beneficiaries.

       

      (a)           Neither
        this Agreement nor any of the rights, interests or obligations under this
        Agreement shall be assigned or delegated, in whole or in part, by operation
        of
        law or otherwise by any of the parties without the prior written consent
        of the
        other parties.  Any purported assignment in violation of this
        Agreement will be void ab initio.  This Agreement will be binding
        upon, inure to the benefit of, any corporate or other successor or assignee
        of
        the Company or Dow Jones and any person or entity, including any Affiliate
        of
        the Company or Dow Jones, that may acquire, directly or indirectly, by merger,
        consolidation, purchase, transfer or otherwise, in whole or in part, The
        Wall Street Journal, Dow Jones Newswires or any other Dow Jones
        Publication.  The Company and Dow Jones shall require, as a condition
        to any such succession, assignment or acquisition, that any such successor,
        assignee or acquirer expressly  agree (pursuant to an agreement in
        form and substance reasonably satisfactory to the Special Committee and its
        counsel) to assume, perform and be bound by this Agreement in the same manner
        and to the same extent as the Company and Dow Jones.

       

      (b)           The
        Company and Dow Jones agree and acknowledge that this Agreement is intended
        for
        the irrevocable benefit of, and to grant rights to, the Special Committee
        and
        its Members, Dow Jones and the Company.  This Agreement is not
        intended to and shall not confer 

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        
          	 any
                  rights or remedies hereunder to any person or entity, other than
                  the
                  Special Committee and its Members, the Company and Dow
                  Jones.


        

      

       

      4.6           Counterparts.

       

      This
        Agreement may be executed in multiple counterparts, each of which will be
        deemed
        to be an original and will be binding upon the other parties who execute
        the
        same, but all of such counterparts will constitute the same
        agreement.

       

      4.7           Severability.

       

      Whenever
        possible, each provision of this Agreement will be interpreted in such manner
        as
        to be effective and valid under applicable law, but if any provision of this
        Agreement is held to be prohibited by or invalid under applicable law, such
        provision will be ineffective only to the extent of such prohibition or
        invalidity, without invalidating the remainder of this Agreement.

       

      4.8           Remedies.

       

      The
        Special Committee will be entitled to enforce its rights and the terms of,
        and
        any decisions or determinations made under, this Agreement against the Company
        or Dow Jones, as the case may be.  Each of the Company and Dow Jones
        will be entitled to enforce its rights and the terms of this Agreement against
        the Special Committee, but shall in no event be entitled to recover damages
        from
        the Special Committee or its Members. The Special Committee will be entitled
        to
        recover actual damages and actual, documented costs (including reasonable
        attorney’s fees) caused by any breach by the Company or Dow Jones of any
        provision, or any decision or determination made  by the Special
        Committee under this Agreement and to exercise all other rights existing
        in its
        favor.  The parties agree and acknowledge that money damages will not
        be an adequate remedy for any breach by any party of the provisions of, or
        any
        decision or determination made under, this Agreement and that any party may
        in
        its sole discretion apply to any court of law or equity of competent
        jurisdiction (without posting any bond or deposit) for specific performance
        and/or other injunctive relief in order to enforce or prevent any violations
        by
        any party of the provisions of this Agreement, or any decision or determination
        made under this Agreement.

       

      4.9           No
        Strict Construction.

       

      The
        parties to this Agreement have participated jointly in the negotiation and
        drafting of this Agreement.  In the event an ambiguity or question of
        intent or interpretation arises, this Agreement will be construed as if drafted
        jointly by the parties to this Agreement, and no presumption or burden of
        proof
        will arise favoring or disfavoring any party by virtue of the authorship
        of any
        of the provisions of this Agreement.

       

      4.10           Entire
        Agreement.

       

      Except
        as
        otherwise expressly set forth in this Agreement, this Agreement embodies
        the
        complete agreement and understanding among the parties to this Agreement
        with
        respect to the subject matter of this Agreement and supersedes and preempts
        any
        prior understandings, agreements or representations by or among the parties,
        written or oral, that may have related to 

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        
          	 the
                  subject matter of this Agreement in any way.  This Agreement
                  will be deemed effective on the date of this Agreement upon the
                  execution
                  of this Agreement.


        

      

       

      4.11           Submission
        to Jurisdiction.

       

      ANY
        AND
        ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT WILL
        BE
        BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT
        COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND EACH PARTY TO THIS AGREEMENT
        HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR
        THE
        PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS.  IN ANY SUCH
        SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY TO THIS AGREEMENT WAIVES PERSONAL
        SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE
        THEREOF MAY BE MADE BY ANY MEANS PROVIDED IN SECTION 4.1.  TO THE
        FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
        WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
        OR
        ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER
        WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY
        SUCH
        COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

       

      4.12           Waiver
        of Jury Trial.

       

      EACH
        PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
        LAW,
        ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
        (A)
        ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED
        OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT
        OR
        ANY OF THE MATTERS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
        HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR
        OTHERWISE.  EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS
        THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION WILL BE DECIDED BY
        COURT
        TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL
        COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE
        OF
        THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
        JURY

       

      *     *     *     *     *

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

     

    
       

      
        
          	
                	
                  NEWS
                    CORPORATION

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

         

        
           

          
            	
                  	
                    DOW
                      JONES
                      & COMPANY, INC.

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


          

           

        

        
           

          
            	
                  	
                    THE
                      SPECIAL
                      COMMITTEE

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	Name:	 
	 	 	Title:
                    Member