EXHIBIT
10.4


 


Statement of Amendment Number Two


To The Washington Post Company


Supplemental Executive Retirement Plan


 


The
Washington Post Company Supplemental Executive Retirement Plan, as amended and
restated September 2008 (the “Plan”), is hereby amended as follows:


 


1.


Effective
as of January 1, 2012, Section 3(a) of the Plan is amended by adding the
following new paragraph (ix) at the end thereof:


 


(ix)        In the case of a
Participant who elects to participate in the 2012 Voluntary Retirement
Incentive Program (the “2012 VRIP”) contained in the Post-Newsweek Media Cash
Balance Retirement Benefits Schedule to the Statement of Basic Cash Balance
Provisions of The Retirement Plan for Washington Post Companies, such
Participant’s Supplemental Retirement Benefits shall be determined based on the
terms of the Retirement Plans, including the 2012 VRIP.


 


2.


Effective
as of July 1, 2012, Section 3(a) of the Plan is amended by adding the following
new paragraph (x) to the end thereof:


 


(x)        Notwithstanding the foregoing,
effective July 1, 2012, the Supplemental Retirement Benefits shall be
determined excluding the Secure Retirement Account (a Cash Balance Retirement
Benefits Schedule in the Retirement Plans) from both the benefit paid under the
Retirement Plans and from the Unrestricted Benefit.


 


3.


Effective
as of July 1, 2012, Section 4 of the Plan is amended by adding the following
new subsection (h) to the end thereof:


(h)        Notwithstanding the
foregoing, effective July 1, 2012, the Supplemental Basic Contribution and the
matching under Section 4(a) above shall be determined as if the matching
provision in the applicable Savings Plan were as follows: (i) the maximum
employee contribution percentage that is treated as matched (for this purpose)
shall be the actual percentage under the applicable Savings Plan, plus the
multiplier (from the Secure Retirement Account Cash Balance Retirement Benefits
Schedule) divided by 100; and (ii) the matching employer contribution
percentage shall be 100%. As an example of the foregoing, if the maximum
employee contribution percentage that is matched is 1% and the multiplier is 3,
then for purposes of Section 4(a), the Supplemental Basic Contribution and
matching contribution shall be determined as if the applicable Savings Plan
match is equal to 100% of the employee’s contribution of up to 4% of Base
Salary. Notwithstanding the above, if the multiplier is 


 

4.2,
then the Supplemental Basic Contribution and matching contribution shall be
determined as if the applicable Savings Plan match is equal to 130% of the
employee’s contribution of up to 4% of Base Salary.


 


*****


The
foregoing amendment to the Supplemental Executive Retirement Plan is hereby
adopted, approved, ratified and confirmed on this  30th   day of July,
2012.


 


                                                            THE
WASHINGTON POST COMPANY


	
   

  	
  By:

  	
   

  	
  /s/ Ann L. McDaniel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  




 


                                                                                                           
 







 




 










 








 




 










Statement
of Amendment Number Three


To The
Washington Post Company


Supplemental
Executive Retirement Plan


 


The Washington Post Company
Supplemental Executive Retirement Plan, as amended and restated September 2008
(the “Plan”), is hereby amended as follows:


1.


Subsection 2(g) of the Plan
(definition of “Compensation”) is amended by adding the following new paragraph
to the end thereof:


 


Special Rule for Bonuses Effective January 1, 2013.  The rule in this paragraph shall
apply solely for purposes of Section 3, and shall be effective January 1,
2013.  Each Bonus includible in Compensation under the previous paragraph
(“Bonus” or “Bonuses”) shall be included in Compensation in the year following
the year in which the Bonus was earned (which, for avoidance of ambiguity, is
normally the year in which such Bonus is paid). Notwithstanding the above, in
the event a Participant’s benefit under Section 3 would be greater, every Bonus
for the Participant shall be included in Compensation in the year in which such
Bonus was earned. The rule in this paragraph shall apply to all Bonuses,
including Bonuses earned before January 1, 2013. Notwithstanding the above, the
Participant’s benefit under Section 3 hereof shall be no less than the benefit
computed as of December 31, 2012 taking into account only service and
compensation before December 31, 2012. 


 


 


 


*****


The
foregoing amendment to the Supplemental Executive Retirement Plan is hereby
adopted, approved, ratified and confirmed on this   31st    day of
December, 2012.


 


                                                            THE
WASHINGTON POST COMPANY


	
   

  	
  By:

  	
   

  	
  /s/
  Veronica Dillon

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior
  Vice President