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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
Entire Document
 
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Company's SERP inasmuch as Mr. Graham waived his right for 1993 to maintain a
separate unfunded saving plan account under the SERP. The amount accrued to the
named executives are shown in the footnote to the column headed "All other
compensation" in the Summary Compensation Table shown on page 13. The estimated
annual pension amounts set forth in the table on pages 17 and 18 show the
benefits payable to Mr. Graham and the named executives to the extent they
participate in the applicable basic retirement plan and the supplemental
executive retirement plan. The benefits payable to Mr. Graham and the named
executives under the SERP are determined with reference to compensation
including bonuses under the Annual Incentive Compensation Plan.
 
CONCLUSION
 
     Through the programs described above, a significant portion of the
Company's executive compensation is linked directly to business unit and
corporate performance and stock price appreciation. The Compensation Committee
intends to continue the policy of linking executive compensation to corporate
performance and returns to shareholders and would expect that compensation paid
under the Annual Incentive Compensation Plan, the Long-Term Incentive
Compensation Plan and the Stock Option Plan will meet the performance-based
compensation requirements of Section 162(m) of the Internal Revenue Code
concerning deductibility of executive compensation.
 
                                           Nicholas deB. Katzenbach, Chairman
                                           James E. Burke
                                           Anthony J.F. O'Reilly
                                           Richard D. Simmons
                                           George W. Wilson
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Mr. Richard D. Simmons, a member of the Compensation Committee of the Board
of Directors since May 14, 1992, was the Company's President and Chief Operating
Officer from September 1981 to May 9, 1991. During the past fiscal year, Mr.
Simmons received $300,000 pursuant to a three-year agreement with the Company
entered into following termination of his employment on June 30, 1991. Under
this agreement, Mr. Simmons consults and advises on business matters affecting
the Company and manages the Company's interest in the International Herald
Tribune, S.A., including serving as its President and directeur de la
publication.
 
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