**Exhibit 10.4****THE WASHINGTON POST COMPANY****DEFERRED COMPENSATION PLAN****Amended and Restated December, 2007****Effective January 1, 2005**
 

 
**Table of Contents**     Section 1. Purpose  2      Section 2. Definitions  3      Section 3. Deferral Elections  6      Section 4. Treatment of Deferred Amounts  8      Section 5. Payment of Deferred Accounts  9      Section 6. Grandfathered Deferred Compensation  11      Section 7. Administration and Amendment  11      Section 8. Disputed Claims Procedure  12 
 

 
**THE WASHINGTON POST COMPANY****DEFERRED COMPENSATION PLAN****Section 1. Purpose.**     The Washington Post Company Deferred Compensation Plan (the “Plan”) is an unfunded planestablished for the purpose of offering a select group of management and other highly compensatedkey employees and non-employee directors the opportunity to defer the receipt of compensationpayments or fees that would otherwise become payable to them currently for the periods provided inthe Plan.     This Plan is strictly a voluntary undertaking on the part of the Company and shall not bedeemed to constitute a contract of employment or part of a contract between the Company and anyemployee or any employee of an Affiliate or any director, nor shall it be deemed to give anyemployee the right to be retained in the employ of the Company or an Affiliate, as the case may be,or to interfere with the right of the Company or an Affiliate, as the case may be, to discharge anyemployee at any time, or to establish the terms and conditions of employment of any employee norshall it be deemed to give any director the right to be retained as a director of the Company.     Benefits from this Plan shall be payable solely from the general assets of the Company andparticipants herein shall not be entitled to look to any source for payment of such benefits otherthan the general assets of the Company.     To the extent Section 409A of the Internal Revenue Code of 1986 applies to the Plan, the termsof the Plan are intended to comply with Section 409A and shall be interpreted and administered inaccordance with Section 409A and any governmental regulations and other guidance issued thereunder.To the extent any provision of this Plan that is intended to comply with Section 409A must beeffective as of January 1, 2005, such provision shall be effective as of such date.
2

 
     With respect to a Participant who terminated employment before January 1, 2005, any benefitspayable hereunder shall be based on the terms of the Plan in effect on such termination ofemployment, and not on the terms of this amendment and restatement.**Section 2. Definitions.**     As used in this Plan, the following words shall have the following meanings:     (a) “Affiliate” means any corporation (other than the Company) 50% or more of the outstandingstock of which is directly or indirectly owned by the Company and any unincorporated trade orbusiness which is under common control with the Company as determined in accordance with Section414(c) of the Code. The term Affiliate shall include any other entity required to be aggregatedwith the Company under Section 409A.     (b) “Annual Incentive Compensation” means any bonus awarded to a Participant and payable incash under the Company’s Incentive Compensation Plan or any other annual bonus program maintainedby the Company or an Affiliate.     (c) “Beneficiary” means the person, persons or entity designated in writing by the Participantto receive his or her Participant Account in the event of his or her death. If no effectivedesignation of beneficiary is on file with the Committee, then such amounts that would otherwise bepayable to a Beneficiary will be paid to the surviving spouse of the Participant, or, if there isno surviving spouse, then to the Participant’s estate.     (d) “Code” means the Internal Revenue Code of 1986, as amended. References herein to Section409A and other sections of the Code shall apply to any successor provisions.     (e) “Committee” means the Compensation Committee of the Board of Directors or such otherCommittee appointed by the Board to administer the Plan.     (f) “Company” means The Washington Post Company, a Delaware Corporation, and any successors ininterest thereto. Where required by context, the term “Company” shall include Affiliates.
3

 
     (g) “Deferred Compensation” means any amounts deferred under this Plan in accordance withSection 3, together with any investment credits thereto under Section 4.     (h) “Designated Deferral Period” means one of the following periods as selected by theParticipant with respect to his or her Deferred Compensation for the particular Plan Year or ShortYear: (1) until a specified date in the future; or (2) until a date which is the end of thecalendar month (or a designated subsequent period) following the month of the Participant’sSeparation from Service from the Company or an Affiliate or Separation from Service as an EligibleDirector, provided, however, that if a Participant(other than a director who has neverbeen an employee of the Company) selects a date determined on the basis of the date of suchParticipant’s Separation from Service, then, notwithstanding such Participant’s election, theDesignated Deferral Period for such Plan Year or Short Year shall end on the later of (i) the dateselected by such Participant, or (ii) the end of the six-month period following the date of theParticipant’s Separation from Service. Notwithstanding any other provision of this subparagraph orof this Plan and except as is otherwise required in the preceding sentence, a Participant may notdefer the date on which payment of his or her Deferred Compensation is made or commences beyond thelater of (i) the first of the calendar month following his or her 65th birthday, or (ii)the first day of the seventh calendar month following the month in which the Participant separatesfrom service as an employee of the Company or an Affiliate or as a Director of the Company.     (i) “Effective Date” means November 15, 1996, in the case of employees of the Company or anAffiliate, and October 1, 1997, in the case of Eligible Directors.     (j) “Eligible Director” means any member of the Board of Directors of the Company who is notan employee of the Company or an Affiliate and who is entitled to receive fees for service as adirector.     (k) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
4

 
     (l) “Incentive Compensation” means Annual Incentive Compensation and Long-Term IncentiveCompensation.     (m) “Investment Election” means an election filed by a Participant selecting the investmentcredit factor(s) that will be applicable to the Participant Accounts of the Participant. TheCommittee shall determine the manner in which Investment Elections may be made and the frequencywith which such elections may be prospectively changed.     (n) “Long-Term Incentive Compensation” means any bonus awarded to a Participant and payable incash under the Performance Unit provisions of the Company’s Incentive Compensation Plan or anotherspecial long-term incentive compensation plan maintained by the Company or an Affiliate thatprovides the opportunity for a cash bonus payment at the end of a specified period (minimum twoyears) based on the attainment of specific performance goals.     (o) “Participant” means (i) an employee of the Company or an Affiliate recommended by theCompany’s senior management and designated a participant in this Plan by the Committee, who iswithin the category of a select group of management or highly compensated employees as referred toin Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA for any Plan Year and who is a participant inthe Company’s Incentive Compensation Plan or any other incentive program maintained by the Companyor an Affiliate or (ii) an Eligible Director who elects to participate in the Plan.     (p) “Participant Account” includes separate accounts representing the value of a Participant’sDeferred Compensation with respect to each Plan Year or Short Year, and with respect to any amountsthat are payable at different times or in different forms. A Participant may have more than oneParticipant Account, reflecting separate year deferral elections. A separate Participant Accountor Accounts will be maintained for all grandfathered deferred compensation.     (q) “Payout Period” means either (i) a lump sum or (ii) a series of annual installments, whichmay not be less than 2 nor more than 10, over which a Participant Account shall be paid. Eachinstallment shall be the balance in the Participant’s Account
5

 
as of the date of the distributiondivided by the number of remaining installments (including the then current installment). Thefirst installment shall be paid on the first day of the month following the end of the DeferralPeriod, and, except as provided below, each subsequent installment shall be paid on eachanniversary of the payment date of the first installment. Effective for installments commencing onor after January 1, 2008 (that is, for installments in which the first installment is payable on orafter January 1, 2008), the second and all subsequent installments shall be payable on each January1 following the prior installment. If Participant’s installment payments commenced before January1, 2008, the Participant shall have two opportunities to elect to change the installment paymentdate to January 1 of the year in which the installment would otherwise have been paid. The firstopportunity shall be on or before December 31, 2007 and shall be applicable to installments (otherthan the first installment of a series) payable in 2008 and later years. The second opportunityshall be on or before December 31, 2008 and shall be applicable to installments (other than thefirst installment of a series) payable in 2009 and later years.     (r) “Plan Year” means a calendar year.     (s) “Separation from Service” means a separation from service as defined in § 409A and thefinal regulations thereunder. In determining whether a Separation of Service has occurred, serviceas a Director is considered separately from service as an employee. It is not considered aSeparation from Service when a Participant is transferred from the Company to an Affiliate or froman Affiliate to the Company or another Affiliate. A Separation from Service as an employee will bedeemed to occur at any time that an employee and the Company reasonably anticipate that the bonafide level of services the employee will perform (whether as an employee or an independentcontractor) will be permanently reduced to a level that is less than 50 percent of the averagelevel of bona fide services the employee performed during the immediately preceding 36 months (orthe entire period the employee has provided services if the employee has been providing services tothe employer less than 36 months).     (t) “Short Year” means (i) the remainder of the Plan Year following the Effective Date of thisPlan and (ii) the remainder of the Plan Year following the date an
6

 
employee or director firstbecomes a Participant in this Plan if other than the beginning of a Plan Year.     (u) “Specified Amount” means the portion of the Participant’s Incentive Compensation for aparticular Plan Year or Short Year which the Participant elects in writing to defer hereunder,provided that such amount shall not be less than $10,000 or the portion of the Participant’sdirectors’ fees for a particular Plan Year or Short Year which the Participant elects in writing todefer hereunder, as the case may be.**Section 3. Deferral Elections**     (a) Subject to the limitations described below, each Participant may elect to have the paymentof a Specified Amount of his or her Incentive Compensation or annual directors’ fees, as the casemay be, deferred pursuant to this Plan for the Designated Deferral Period.     (b) A deferral election must be an irrevocable written election made on a form prescribed bythe Committee within a period specified by the Committee which, (I) for an employee Participant (1)in the case of Annual Incentive Compensation shall end no later than the last day of the Plan Yearpreceding the Plan Year for which such Incentive Compensation would be payable, and (2) in the caseof Long-Term Incentive Compensation shall end no later than the last day of the Plan Year precedingthe first Plan Year in the period for which such Incentive Compensation would be payable, and (II)for an Eligible Director, shall end no later than the last day of the Plan Year preceding the PlanYear in which the annual directors’ fees are earned. Notwithstanding the foregoing, in the eventany Incentive Compensation that constitutes performance-based compensation under Section 409A ofthe Code is payable with respect to any period of at least 12 months, the specified periodestablished by the Committee for such Incentive Compensation shall end no later than six monthsbefore the end of the period for which such Incentive Compensation would be payable, provided thatthe Participant performs services continuously from the later of the beginning of the performanceperiod or the date the
7

 
performance criteria are established through the date a deferral election ismade, and provided further that an election to defer performance-based compensation may not be madeafter such compensation has become readily ascertainable. In the event of a Short Year, thespecified period established by the Committee shall end no later than 30 days following the datethe employee or Eligible Director first becomes eligible to participate in the Plan, and, except asotherwise permitted under Section 409A of the Code, such deferral election shall apply only toIncentive Compensation or annual directors’ fees earned after the date of the Participant’sdeferral election.     (c) Each deferral election shall set forth the Specified Amount of the Participant’s IncentiveCompensation or annual directors’ fees, as the case may be, for the period covered by the electionthat the Participant desires to have deferred, the Designated Deferral Period, and the PayoutPeriod. After the latest date that a deferral election may be made, a Participant may not changethe election, except as follows:          (I) Except as provided in Section 3(c)(II) below, a Participant may file a change in theDesignated Deferral Period and/or the Payout Period with respect to his or her deferral electionfor any Plan Year or Short Year, provided that (1) such change will be given effect only if made atleast 12 months before the end of the previously elected Designated Deferral Period (or at least 12months before actual Separation from Service if the previously elected Designated Deferred Periodwas based on Separation from Service), and (2) any change in the Designated Deferral Period mustextend the Designated Deferral Period for a minimum of 60 months. With respect to elections underthis Section 3(c)(I) relating to installment payments, for purposes of applying Section 409A of theCode, a series of installment payments shall be treated as a single payment.          (II) On or before December 31, 2007, a Participant who had previously elected, to deferIncentive Compensation under the Plan may elect a new Designated Deferral Period and/or a newPayout Period with respect to such deferred Incentive Compensation, provided that the election (1)may not apply to an amount that would otherwise be payable in 2007 and (2) may not cause an amountto be paid in 2007 that would not otherwise be payable in 2007.
8

 
     (d) The Committee may, from time to time, set limitations on the amount of a Participant’sIncentive Compensation or directors’ fees, as the case may be, which may be subject to deferralunder this Plan, including but not limited to establishing annual limitations relating toparticular employment positions or levels of Participants and/or compensation levels. Anyapplicable limitations will be set forth on the deferral election form relating to the Plan Yearfor which such limitations are applicable.     (e) A Participant will be 100% vested in his or her Participant Account at all times.**Section 4. Treatment of Deferred Amounts.**     (a) The Company shall maintain on its books a separate Participant Account for eachParticipant who has deferred compensation under this Plan with respect to any Plan Year or ShortYear. The amount of such Deferred Compensation shall be credited to such Participant Account onthe date or dates during the Plan Year on which the Deferred Compensation would have been payableto the Participant but for the deferral under this Plan.     (b) Each Participant Account shall be deemed to earn investment credits reflecting gains orlosses with respect to each Plan Year or Short Year in accordance with the Participant’s individualInvestment Election. The Committee shall determine the investment credit factors that will beoffered in any Plan Year. Beginning with the applicable Effective Date, the investment creditfactors will be the equivalent rates of return generated by the investment options offered underthe 401(k) plan maintained by the Company covering eligible corporate office employees and shallcontinue to be such factors unless otherwise determined by the Committee.     (c) Each Participant must file an Investment Election at the time he or she first files adeferral election. The Investment Election will determine the investment credit factors that willbe applicable to the Deferred Compensation in the Participant Accounts of such Participant. AParticipant may file a new Investment Election at any time. In the event a Participant fails tocomplete a valid Investment Election, his or her Deferred
9

 
Compensation will be credited with theinvestment credit amounts equivalent to the rates of return generated by the money market optionunder the Company’s 401(k) plan referred to above.     (d) The Company will add to (or subtract from) each Participant Account the appropriateamounts, in accordance with the Participant’s Investment Election, calculated no less frequentlythan the last day of each calendar quarter.     (e) No assets shall be segregated or earmarked in respect of any Participant Account and noParticipant shall have any right to assign, transfer, or pledge his or her interest, or any portionthereof, in his or her Participant Accounts. The Plan and the crediting of accounts hereundershall not constitute a trust and shall merely be for the purpose of recording an unsecuredcontractual obligation. All amounts payable pursuant to the terms of this Plan shall be paid fromthe general assets of the Company.     (f) Until the entire balance in all of the Participant Accounts of a Participant has been paidin full, the Company will furnish or cause to be furnished to each Participant a report, at leastannually, setting forth the credits and debits to each Participant Account and the status of allParticipant Accounts of such Participant.**Section 5. Payment of Deferred Accounts.**     (a) The amount to be paid to a Participant following the expiration of the Designated DeferralPeriod with respect to any Participant Account shall be computed on the basis of the balance of theParticipant Account (i.e., the original Deferred Compensation amount plus and minus cumulativeinvestment credits under Section 4 and minus any payments previously made) as of the payment date.     (b) All payments of amounts under this Plan shall be made in cash.     (c) Notwithstanding the Designated Deferral Period or the Payout Period selected by theParticipant, if a Participant dies or becomes permanently disabled before the end of the DesignatedDeferral Period selected by the Participant, the entire Participant Account shall be payable in alump sum to such Participant (or, in the case of death, to his
10

 
or her Beneficiary) as soon aspractical but not more than 90 days following the Participant’s death or permanent disability. AParticipant is permanently disabled if the Participant is receiving income replacement benefits fora period of not less than three months under an accident and health plan of the Company by reasonof any medically determinable physical or mental impairment that can be expected to result in deathor can be expected to last for a continuous period of not less than 12 months. .     (d) Notwithstanding any other provision of this Plan to the contrary, a Participant’s DeferredCompensation shall become payable upon the Participant’s incurring an unforeseeable emergencywithin the meaning of Section 409A of the Code. In such event, the amount of Deferred Compensationpayable with respect to the unforeseeable emergency shall not exceed the amount necessary tosatisfy the emergency plus the amount necessary to satisfy taxes reasonably anticipated as a resultof the emergency payment; the amount necessary to satisfy the emergency shall be determined takinginto account the extent to which the financial hardship caused by the emergency is or may berelieved through reimbursement or compensation by insurance or otherwise or by liquidation of theParticipant’s assets (to the extent the liquidation of such assets would not itself cause severefinancial hardship).     (e) Notwithstanding anything in the Plan to the contrary, to the extent consistent withSection 409A of the Code, the Committee shall cause Deferred Compensation to be paid in accordancewith a qualified domestic relations order as defined in Section 414(p) of the Code.     (f) The Committee shall have the authority to require deferral of a Participant’s DeferredCompensation beyond the expiration of the Designated Deferral Period to the extent necessary toavoid a limitation on the deductibility by the Company of the deferred amount under Section 162(m)as permitted under Section 409A.**Section 6. Grandfathered Deferred Compensation**     With respect to individually designated grandfathered Participants, the portion of such aParticipant’s benefit under the Plan that was accrued as of December 31, 2004, plus
11

 
any investmentcredits thereon, shall be payable under the terms of the Plan in effect before January 1, 2005.Individually designated grandfathered Participants shall include Diana Daniels.**Section 7. Administration and Amendment**     (a) This Plan shall be administered by the Committee. All decisions and interpretations ofthe Committee shall be conclusive and binding on the Company, its Affiliates and the Participants.The Committee may at any time terminate an employee’s designation as a Participant, in which eventthe employee shall not be permitted to defer additional Incentive Compensation under the Plan. Nosuch change in designation shall otherwise affect such a Participant’s rights under the Plan.     (b) The Board of Directors of the Company may at any time amend the Plan, including anamendment to suspend or terminate the right of Participants to defer Incentive Compensation and/ordirectors’ fees under the Plan. No such amendment shall adversely affect a Participant’s rightswith respect to Deferred Compensation credited to a Participant Account before such amendment,including the right to be credited with investment credits for the period of time after suchamendment as long as there continues to be a positive balance in the Participant Account. To theextent permitted under Section 409A of the Code, the Board of Directors may in its discretionterminate the Plan and distribute all Participant Accounts established under the Plan within twelvemonths of a change in control of the Company, as defined for purposes of Section 409A of the Code.     (c) Notwithstanding any other section of this Plan, if a Participant is discharged by theCompany or an Affiliate or his or her services as a director are terminated because of conduct thatthe Participant knew or should have known was detrimental to legitimate interests of the Company orits Affiliates, dishonesty, fraud, misappropriation of funds or confidential, secret or proprietaryinformation belonging to the Company or an Affiliate or commission of a crime, such Participant’sinvestment credits shall be reduced to the lesser of the Participant’s actual investment credits upto the date of discharge or the investment credits that would have been credited under the moneymarket fund in the Company’s 401(k) plan (or the most similar fund if there is no money market fundin the Company’s
12

 
401(k) plan), and from the date of discharge to the date of payment hereunder,investment credits shall be at such money market rate.     (d) The Company’s sole obligation under this Plan is to pay the benefits provided for hereinand neither the Participant nor any other person shall have any legal or equitable right againstthe Company, any Affiliate, the Boards of Directors thereof, the Committee or any officer oremployee of the Company or any Affiliate other than the right against the Company to receive suchpayments from the Company provided herein.     (e) The Company shall bear all expenses incurred by it in administering this Plan.**Section 8. Disputed Claims Procedure**     If a Participant or Beneficiary (collectively, “Claimant”) has a complaint about the Plan’soperation or about Plan benefits, the Claimant has the right to have the complaint reviewed by theCommittee. All complaints and claims for benefits must be submitted in writing. All suchcomplaints must be submitted within the “applicable limitations period.” The “applicablelimitations period” is two years, beginning on the earlier of (i) the date on which the payment wasmade, or (ii) for all other claims, the date on which the action complained or grieved of occurred.     If a Claimant has applied for a benefit under the Plan and that claim as been denied, in wholeor in part, the Claimant has the right to a review of the denial.     Within 60 days after a claim is received, the Claimant will be notified in writing by theCommittee of its decision. If special circumstances require an extension of up to 60 additionaldays of time for processing, the Committee will provide written notice of the extension prior tothe expiration of the initial 60-day period. If the claim is denied or partially denied, thewritten notice will outline: § The specific reasons for the denial,  § The provisions of the Plan on which the denial is based,  § The procedures for having the request reviewed, and
13

 
 § Additional information needed to process the request and an explanation of whythis information is necessary.     The Claimant may ask for a review of the denied request within 60 days after receipt of thenotice of denial. If an appeal is not filed within this 60-day period, an appeal cannot be filedat a later date.     To appeal a denial a Claimant must request a review by the Committee, or an appeals committeeappointed by the Committee. Any such request must be in writing and include: § The reasons that support the claim,  § The reasons the claim should not have been denied,  § All written evidence that supports the claim, and  § Any other appropriate issues or comments.     The appeal must include all documentary evidence necessary to support the claim and must statethe reasons that the Claimant is eligible for the benefit claimed. The appeals committee will makeits decision based on the record and the arguments that presented, including any evidence presentedin the initial claim.     A Claimant is entitled to receive, upon request and free of charge, reasonable access to andcopies of all documents, records and other information relevant to a claim. If this information isrequested in order to perfect an appeal, or to file a claim, and there is a delay in providing it,the applicable time limits will be extended by the period of the delay. A Claimant may alsorequest in writing that copies of the Plan document be made available for examination.     The Committee normally will reach a decision no later than 60 days after it receives a requestfor review. If needed, the Committee will send a written notice of an extension of this period ofup to 60 additional days. The Committee’s decision will be in writing and will include specificreasons for the decision and references to the Plan provisions that apply.     Legal action may not be brought against the Committee or the Company without first pursuingthe claims procedures. Any legal action to recover a benefit under this Plan must be filed withinone year of the Committee’s decision on appeal. Failure to file suit within this time period willextinguish any right to benefits under the Plan.
14

 
     IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to beadopted by action of the Compensation Committee of the Board of Directors on this                      day ofDecember, 2007.         THE WASHINGTON POST COMPANY           By:             Title:           
15