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Exhibit 10.1
 THE WASHINGTON POST COMPANY
INCENTIVE COMPENSATION PLAN
 As amended and restated May 11, 2006




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Table of Contents
 1.
    
    Purposes
    
    
    12.
    
    Administration of the Plan
    
    
    13.
    
    Participation
    
    
    14.
    
    Duration of Plan
    
    
    25.
    
    Annual Incentive Provision
    
    
    26.
    
    Determination of Annual Awards
    
    
    37.
    
    Method Payment of Annual Awards and Time of Payment
    
    
    48.
    
    Long-Term Incentive Award Cycles; Awards
    
    
    49.
    
    Restricted Stock
    
    
    510.
    
    Performance Units
    
    
    811.
    
    Expenses
    
    
    1012.
    
    Adjustments in Class B Common Stock
    
    
    1013.
    
    Amendment
    
    
    10
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Purposes
  Administration of the Plan
  Participation
    1




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Duration of Plan
  Annual Incentive Provision
      2




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Determination of Annual Awards
   3




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Method Payment of Annual Awards and Time of Payment
    Long-Term Incentive Award Cycles; Awards
   (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.
 (
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Restricted Stock
    (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
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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 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,
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 90
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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.
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Performance Units and Special Long-Term Incentive Awards
  , , ,
  8




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(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.
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Expenses
  Adjustments in Class B Common Stock
  Amendment
  10




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The Washington Post Company
Compensation Committee
January 18, 2007
 Approval of Amendment of The Washington Post Company Incentive Compensation Plan
 RESOLVED
  11