SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

THE NEW YORK TIMES COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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Notice of 19971998
Annual Meeting
and Proxy Statement

[LOGO]

THE NEW YORK TIMES COMPANYThe New York Times Company

229 West 43d Street, New York, NY 10036
212 556-1234

[LOGO] The New York Times Company
229 West 43d Street, New York, N. Y.N.Y. 10036 (212)556-1234

[LOGO]

April 7, 1997March 4, 1998

To Our Stockholders:

Our 19971998 Annual Meeting of Stockholders will be held on Friday, MayThursday, April
16, at 9:10:00 A.M., local time, at WTKR-TV, 720 BoushTown Hall, 123 West 43d Street, Norfolk, VA 23510.New York, N.Y.
10036.

The accompanying Notice of Annual Meeting and Proxy Statement set forth
the business intended to be transacted. Time will be made available for a
discussion of these items as well as for other questions about the business
affairs of the Company. As usual, all stockholders will be sent a report of the
meeting.

Louis V. Gerstner, Jr., MarianRuth S. HeiskellHolmberg and Cyrus R. VanceGeorge B. Munroe will be retiring from our Board of
Directors next month and are not nominees for election at this year's Annual
Meeting. They have served on our Board since 1986, 19631961 and (except when he was Secretary of State from 1977 to 1980) 1975,1988 respectively. We are
grateful for their immense contributions to the success of the Company, and we
wish them well.

Russell T. Lewis, the Company's PresidentBrenda C. Barnes and Chief Operating Officer, and
Arthur O. Sulzberger, Jr., Publisher of THE NEW YORK TIMES,Ellen R. Marram are new nominees for election this
year. We believe the addition of these two members of our senior
management teamMs. Barnes and Ms. Marram will strengthen our
Board as we move into the next millenium.

This year our meeting will be held in Norfolk, Virginia, to continue our
program of rotating some meetings outside New York to areas where the Company
has significant business activities. Norfolk is the home of WTKR-TV, a
television station we acquired in 1995, and the Company's new Shared Services
Center (which, through the centralization of Company-wide accounting and
recordkeeping functions, will result in significant efficiencies). A map showing
you how to reach the meeting site appears on the outside back cover of this
Proxy Statement.millennium.

It is important that your shares be represented at the meeting, whether or
not you are personally able to attend. Accordingly, please sign, date and mail
the enclosed proxy card in the return envelope as promptly as possible. Your
cooperation in this regard will be very much appreciated.

Sincerely yours,

/s/ Arthur Ochs Sulzberger

ARTHUR OCHSO. SULZBERGER, CHAIRMANJR.
Chairman of the Board

[LOGO] The New York Times Company
229 West 43d Street, New York, N. Y.N.Y. 10036 (212)556-1234

[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSNotice of Annual Meeting of Stockholders
To be held MayApril 16, 1997

TO THE HOLDERS OF CLASS1998
To The Holders of Class A AND CLASSand Class B COMMON STOCK OF
THE NEW YORK TIMES COMPANY:Common Stock of
The New York Times Company:

The Annual Meeting of the holders of the Class A and Class B Common Stock
of The New York Times Company (the "Company") will be held at WTKR-TV, 720 BoushTown Hall, 123
West 43d Street, Norfolk, VA 23510,New York, N.Y. 10036, on Friday, MayThursday, April 16, 1997,1998, at 9:10:00
A.M., local time, for the following purposes:

1. To elect a Board of 1415 members;

2. To consider and act upon a proposal to approve amendments to
the Company's 1991 Executive Stock Incentive Plan and 1991
Executive Cash Bonus Plan, as amended, to preserve the tax
deductibility of certain compensation paid thereunder;

3. To ratify the selection of Deloitte & Touche LLP, independent
certified public accountants, as auditors for the fiscal year
ending December 28, 1997;27, 1998; and

3.4. To transact such other business as may properly come before
the meeting.

Holders of the Class A and Class B Common Stock of record at the close of
business on March 27, 1997,February 25, 1998, are entitled to notice of and to vote at this
meeting as set forth in the Proxy Statement. Class A stockholders are entitled
to vote for the election of five of the 1415 directors. Class A and Class B
stockholders, voting together as a single class, are entitled to vote on the
proposal to approve the amendments to the 1991 Executive Stock Incentive Plan
and 1991 Executive Cash Bonus Plan, and for the ratification of the selection of
Deloitte & Touche LLP as auditors for 1997.1998. Class B stockholders are entitled to
vote for the election of nine10 of the 1415 directors and on all other matters
presented to the meeting.

New York, N.Y.
April 7, 1997March 4, 1998

By Order of the Board of Directors

/s/ Laura J. Corwin
LAURA J. CORWIN
SECRETARYVice President and Secretary

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF INSURING A QUORUM AT THE MEETING.

THE NEW YORK TIMES COMPANY
[LOGO]

The New York Times Company

PROXY STATEMENT

TABLE OF CONTENTS

Page
---------

Solicitation of Proxies....................................................................................Proxies.................................................... 1
Voting Securities of the Company.......................................................................Company....................................... 1
Principal Holders of Common Stock......................................................................Stock...................................... 1
Security Ownership of Management.......................................................................Management....................................... 5
Section 16(a) Beneficial Ownership Reporting Compliance................................................ 8Compliance................ 7
The 1986 Trusts........................................................................................ 81997 Trust......................................................... 7
Globe Voting Trust..................................................................................... 9Trust..................................................... 8
Proposal Number 1: Election of Directors...................................................................Directors................................... 9
Class A Directors...................................................... 10
Class A Directors......................................................................................B Directors...................................................... 11
Class B Directors...................................................................................... 12
Interest of Directors in Certain Transactions of the Company........................................... 14Company........... 13
Certain Information about the Board of Directors.......................................................Directors....................... 14
Compensation of Directors; Liability and Reimbursement Insurance.......................................Insurance....... 15
Compensation of Executive Officers......................................................................... 17Officers......................................... 16
Summary Compensation Table............................................................................. 17
Termination of Employment Arrangements................................................................. 18Table............................................. 16
Option Grants in Last Fiscal Year...................................................................... 18Year...................................... 17
Aggregated Option Exercises in Last Fiscal Year, and FY-End
Option Values........................................................................................ 19Values........................................................ 18
Pension Plan Table.....................................................................................Table..................................................... 18
Performance Presentation............................................... 19
Performance Presentation............................................................................... 20
Compensation Committee Report.......................................................................... 22Report.......................................... 21
Proposal Number 2: Approval of Amendments to 1991 Executive Stock
Incentive and 1991 Executive Cash Bonus Plans.............................. 23
Purpose of Amendments.................................................. 23
Summary of Plans....................................................... 23
Material Changes Effected by the Amendments............................ 24
New Benefits........................................................... 25
Amendments; Non-Exclusivity............................................ 25
Recommendation and Vote Required....................................... 25
Proposal Number 3: Selection of Auditors................................................................... 24Auditors................................... 26
Other Matters.............................................................................................. 24Matters.............................................................. 26
Discretionary Authority to Vote Proxy.................................................................. 24Proxy.................................. 26
Annual Report; Annual Report on Form 10-K.............................................................. 2410-K.............................. 26
Submission of Stockholder Proposals.................................................................... 25Proposals.................................... 27
Annex A: 1991 Executive Stock Incentive Plan as Proposed to be Amended..... A-1
Annex B: 1991 Executive Cash Bonus Plan as Proposed to be Amended.......... B-1

THE NEW YORK TIMES COMPANY
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERSThe New York Times Company
Proxy Statement

1998 Annual Meeting of Stockholders

- --------------------------------------------------------------------------------
SOLICITATION OF PROXIESSolicitation of Proxies
- --------------------------------------------------------------------------------

The enclosed proxy is solicited by the Board of Directors of the Company
for use at the Annual Meeting of Stockholders to be held MayApril 16, 1997,1998, and at
any adjournment or adjournments thereof. A proxy may be revoked by notice in
writing to the Secretary at any time prior to the exercise thereof or by
execution of a proxy bearing a later date. Each valid proxy received in time
will be voted at the meeting, and, if a choice is specified, it will be voted in
accordance with such specification. This Proxy Statement and the proxies
solicited hereby are being first sent or delivered to stockholders of the
Company on or about April
7, 1997.March 4, 1998. The cost of solicitation of proxies,
including the reimbursement to banks and brokers for reasonable expenses of
sending proxy material to their principals, will be borne by the Company. The
Company has engaged Georgeson & Co., Inc. to assist in the solicitation of
proxies from brokers, banks, institutions and other fiduciaries by mail,
telephone, telegraph and facsimile for a fee of $6,500 plus out-of-pocket
expenses. In addition, proxies may be solicited by officers of the Company in
person or by mail, telephone or facsimile.

VOTING SECURITIES OF THE COMPANYVoting Securities of the Company

The Company has two classes of outstanding voting securities, the Class A
Common Stock, 10 cents par value, and the Class B Common Stock, 10 cents par
value. As of March 27, 1997,February 25, 1998, there were outstanding 97,611,72395,834,039 shares of
Class A Common Stock and 425,001424,801 shares of Class B Common Stock. Only holders of
record of the Class A or Class B Common Stock at the close of business on
March 27,
1997,February 25, 1998, are entitled to vote at the meeting.

Each share of stock is entitled to one vote. The Class A stockholders have
limited voting rights and are entitled to vote for the election of five of the
1415 directors. Class A and Class B stockholders, voting together as a single
class, are entitled to vote on the proposal to approve the amendments to the
1991 Executive Stock Incentive Plan and 1991 Executive Cash Bonus Plan, and for
the ratification of the selection of Deloitte & Touche LLP as auditors for the
fiscal year ending December 28, 1997.27, 1998. The Class B stockholders are entitled to
vote for the election of nine10 of the 1415 directors and on all other matters
presented to the meeting.

PRINCIPAL HOLDERS OF COMMON STOCKPrincipal Holders of Common Stock

The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on March 27, 1997,February 25, 1998, more than 5% of the
outstanding shares of either Class A or Class B Common Stock:

NAME AND ADDRESS SHARESName and Address Shares (%)
- ------------------------------------------------------- -------------------------------------------------------------------------------- ----------------------------------

CLASSClass A CLASSClass B
------------------- -----------------

1986 Trusts(1,2)....................................... 3,694,050(3.8%------- -------

1997 Trust(1),(2)......................... 1,069,405(1.1%) 369,405(86.9%369,405(87.0%)
229 West 43d Street
New York, NY

Lynn G. Dolnick(1,2,3)................................. 3,716,948(3.8%Dolnick(1),(2),(3)................ 1,091,029(1.1%) 369,964(87.1%)
229 West 43d Street
New York, NY

Marian S. Heiskell(1),(2),(4),(5)......... 4,361,064(4.5%) 370,890(87.3%)
229 West 43d Street
New York, NY

NAME AND ADDRESS SHARESName and Address Shares (%)
- ------------------------------------------------------- ---------------------------------------
CLASS------------------------------------------ ----------------------------------
Class A CLASSClass B
------------------ ------------------------ -------

Marian S. Heiskell(1,2,4,5)............................ 6,343,215(6.5%) 370,890(87.3%)
229 West 43d Street
New York, NY

Ruth S. Holmberg(1,2,4,6).............................. 7,054,422(7.2%Holmberg(1),(2),(4),(6)........... 5,030,499(5.2%) 370,590(87.2%)
117 Tenth100 East 10th Street
Chattanooga, TN

Judith P. Sulzberger(1,2,4,7).......................... 7,036,722(7.2%Sulzberger(1),(2),(4),(7)....... 5,028,485(5.2%) 370,590(87.2%)
229 West 43d Street
New York, NY

Arthur Ochs Sulzberger(1,2,4,8)........................ 8,025,691(8.2%Sulzberger(1),(2),(4),(8)..... 5,957,042(6.2%) 371,190(87.3%371,190(87.4%)
229 West 43d Street
New York, NY

Globe Voting Trust(9).................................. 5,992,211(6.1%..................... 5,803,191(6.1%) 0
William O. Taylor, Charles H. Taylor,
Benjamin B. Taylor, Benjamin Beale Baker
and Nancy B. Soulette, Trustees
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110

William O. Taylor(9,10)................................ 6,104,220(6.3%Taylor(9),(10)................. 5,979,637(6.2%) 0
135 Morrissey Boulevard
Boston, MA 02107

Charles H. Taylor(9,11)................................ 5,996,561(6.1%Taylor(9),(11)................. 5,805,601(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110

Benjamin B. Taylor(9,12)............................... 6,252,032(6.4%Taylor(9),(12)................ 6,044,159(6.3%) 0
135 Morrissey Boulevard
Boston, MA 02107

Nancy B. Soulette(9,13)................................ 5,992,230(6.1%Soulette(9),(13)................. 5,803,210(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110

Benjamin Beale Baker(9,14)............................. 5,992,211(6.1%Baker(9),(14).............. 5,803,191(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110

(Footnotes on following page)

NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- --------------------------------------
CLASS A CLASS B
------------------- -----------------

Mellon Bank Corporation(15)............................ 5,138,000(5.3%) 0
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(Footnotes for preceding page)

- ------------------------

1.----------
(1) Each of Dr. Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr.
Sulzberger, as trustees of the 1986 Trusts1997 Trust (as described below in the "The
1986
Trusts"1997 Trust"), share voting and investment power with respect to the shares
owned by the 1986 Trusts;1997 Trust; thus under Securities and Exchange Commission
("SEC") regulations, each may be deemed a beneficial owner of the shares
held by such 1986 Trusts.the 1997 Trust. The shares held by the 1986 Trusts1997 Trust are therefore
included in the amounts listed in this table opposite the names of all
five of the foregoing persons. As a result of this presentation, there are
substantial duplications in the number of shares and percentages shown in
the table. 2.By virtue of their being co-trustees of the 1997 Trust, Dr.
Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr. Sulzberger
could be deemed to comprise a "group" within the meaning of SEC
regulations. Such group is the beneficial owner in the aggregate of
17,006,497 shares of Class A Common Stock, representing approximately
17.6% of the outstanding shares of Class A Common Stock, which shares
include 375,604 shares issuable upon the conversion of an aggregate of
375,604 shares of Class B Common Stock and 287,638 shares issuable upon
the exercise of options granted under the Company's stock option plans.

(2) Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore
deemed to be beneficial ownership of Class A Common Stock under SEC
regulations. For purposes of the table of Class A ownership, it has been
assumed that each person listed therein as holding Class B Common Stock
has converted into Class A Common Stock all shares of Class B Common Stock
of which that person is deemed the beneficial owner. Thus all shares of
Class B Common Stock held by the 1986 Trusts1997 Trust and by Dr. Dolnick, Mrs.
Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr. Sulzberger have been
included in the calculation of the total amount of Class A Common Stock
owned by each such person as well as in the calculation of the total
amount of Class B Common Stock owned by each such person. As a result of
this presentation, there are substantial duplications in the number of
shares and percentages shown in the table.

3.(3) In addition to the amounts of Class A and B Common Stock set forth in
notes 1 and 2, the holdings of Class A Common Stock reported for Dr. Dolnick include (a) 10,8188,247
shares of Class A Common Stock and 559 shares of Class B Common Stock held
jointly with her husband, (b) 929564 shares of Class A Common Stock held by
the Golden Family Charitable Fund, Inc., ofas to which Dr. Dolnick has sole
voting and no investment power and (c) 10,59212,254 shares of Class A Common
Stock held by two trusts of which Dr. Dolnick is the sole trustee, which
waswere created by Dr. Dolnick's brother, Michael Golden, for the benefit of
his daughters and of which Dr. Dolnick disclaims beneficial ownership.

4.(4) The holdings of Class A Common Stock reported for Mrs. Heiskell, Mrs.
Holmberg, Mr. Sulzberger and Dr. Sulzberger include 54,81256,533 shares of Class
A Common Stock held by The Sulzberger Foundation, Inc., a private
foundation of which they are officers and directors. The holdings of Class
A Common Stock recordedreported for each of Mrs. Heiskell include 4,000 shares, and those
reported for Mrs. Holmberg and Dr. Sulzberger include 6,000, shares which
could be acquired within 60 days under the Company's Non-Employee
Directors' Stock Option Plan.

5.(5) In addition to the amounts of Class A and Class B Common Stock set forth
in notes 1, 2 and 4, the holdings reported from Mrs. Heiskell include
3,215,238 shares of Class A Common Stock recorded for Mrs. Heiskell
include 2,572,465and 1,485 shares of Class AB
Common Stock held directly and 14,403 shares of Class A Common Stock held
by a trust of which Mrs. Heiskell is a trustee, which was created by Mrs.
Heiskell's mother for a child of Mr. Sulzberger.

6.(6) In addition to the amounts of Class A and Class B Common Stock set forth
in notes 1, 2 and 4, the holdings reported for Mrs. Holmberg include
3,892,336 shares of Class A Common Stock recorded for Mrs. Holmberg
include 3,293,335and 1,185 shares of Class AB
Common Stock held directly and 5,040 shares of Class A Common Stock held
by three trusts of which Mrs. Holmberg is a trustee, which were created by
Mr. Holmberg for his children.

7.(7) In addition to the amounts of Class A and Class B Common Stock set forth
in notes 1, 2 and 4, the holdings of Class A Common Stock recorded forreported by Dr. Sulzberger include
3,280,6753,895,362 shares of Class A Common Stock and 1,185 shares of Class B
Common Stock held directly.

8.(8) In addition to the amounts of Class A and Class B Common Stock set forth
in notes 1, 2 and 4, the holdings reported for Mr. Sulzberger include
3,793,278 shares of Class A Common Stock reported for Mr.
Sulzberger include 3,201,241and 1,785 shares of Class AB
Common Stock held directly, 14,403 shares of Class A Common Stock held by
a trust of which Mr. Sulzberger is a trustee, which was created by his
mother for a child of Mr. Sulzberger, 750,000 shares of Class A Common
Stock held by a trust created by Mrs. Heiskell of which Mr. Sulzberger is
the trustee and 309,400271,638 shares of

Class A Common Stock which could be acquired pursuant to options granted
under the Company's Executive Incentive Compensation Plan and the
Company's 1991 Executive Stock Incentive Plan (the "Plans"). The holdings
of Class A Common Stock reported for Mr. Sulzberger exclude 1,870 shares
of Class A Common Stock owned by his wife as her separate property. Mr.
Sulzberger also holds 68,45469,058 retirement units (right(rights under the Plans to
receive shares of Class A Common Stock in ten annual installments upon
retirement), which are excluded from the amounts shown.

9.(9) Messrs. Taylor, Ms. Soulette and Mr. Baker, as trustees of the Globe
Voting Trust (as described below in "Globe Voting Trust"), share voting
power with respect to the 5,992,2115,803,191 shares of Class A Common Stock held by
the Globe Voting Trust. Except as set forth in this note 9 and below in
notes 10-14, Messrs. Taylor, Ms. Soulette and Mr. Baker have no economic
interest in these shares and have no beneficial interest in the Globe
Voting Trust. Because Messrs. Taylor, Ms. Soulette and Mr. Baker have the
power to vote these shares, SEC rules require inclusion of such shares in
the table as beneficially owned by each such person. As a result of this
presentation, there are substantial duplications in the number of shares
and percentages shown in the table.

10.(10) The holdings reported for Mr. William O. Taylor include the following
125,854 shares of Class A Common Stock in which Mr. Taylor has an economic
interest: (a) 52,942 shares held directly, (b) 8,437 shares held by a trust
of which Mr. Taylor is a co-trustee and sole beneficiary, (c) 63,419125,224 shares held through ownership of units in the Globe
Voting Trust (as described below in "Globe Voting Trust") by a trust of
which Mr. Taylor is a co-trustee and sole beneficiary, (d) 426 shares held through ownership of
units in the Globe Voting Trust by Mr. Taylor, and (e)(b) 630 shares
held by Mr. Taylor's wife. The holdings recordedreported for Mr. Taylor also
include 50,000175,816 shares of Class A Common Stock held through a trust (other than the Globe
Voting Trust)by two trusts of which
Mr. Taylor is co-trustee.a trustee. Mr. Taylor has no economic interest in these
shares and is not a beneficiary of such trusttrusts with respect to such
shares. Because Mr. Taylor shares the power to vote, and in some cases, to
dispose of or direct the disposition of, these shares, SEC rules require
inclusion of such shares in the table as beneficially owned by Mr. Taylor.

11.(11) The holdings reported for Mr. Charles H. Taylor include the following
326,310309,310 shares in which Mr. Taylor has an economic interest: (a) 4,3502,410
shares held directly, (b) 73,56058,500 shares held through ownership of units in
the Globe Voting Trust (as described below in "Globe Voting Trust") by Mr.
Taylor, and (c) 248,400 shares held through ownership of units in the
Globe Voting Trust by a trust of which Mr. Taylor is a co-trustee and a
co-beneficiary in certain limited situations. The holdings recordedreported for
Mr. Taylor also include 199,656 shares of Class A Common Stock held
through ownership of units in the Globe Voting Trust by a trust of which
Mr. Taylor is a co-trustee. Mr. Taylor is a contingent beneficiary with
respect to such shares.

Because Mr. Taylor shares the power to vote and, in some cases, to
dispose of or direct the disposition of the shares, SEC rules require
inclusion of such shares in the table as beneficially owned by Mr. Taylor.

12.(12) The holdings reported for Mr. Benjamin B. Taylor include the following
277,717287,664 shares in which Mr. Taylor has an economic interest: (a) 8901,596
shares held directly, (b) 172,115 shares held through ownership of units
in the Globe Voting Trust (as described below in "Globe Voting Trust") by
a trust of which Mr. Taylor is a co-trustee and sole beneficiary, (c)
37,500 shares held through ownership of units in the Globe Voting Trust by
a trust of which Mr. Taylor's wife is a co-trustee and his future
grandchildren are the sole beneficiaries, (d) 5,343 shares held through
ownership of units in the Globe Voting Trust by Mr. Taylor as custodian
for the benefit of his children, (e) 1,338 shares held through 4
ownership
of units in the Globe Voting Trust by a trust of which Mr. Taylor's wife
is a co-trustee and sole beneficiary and (f) 26,93169,772 shares which could be
acquired pursuant to options granted under the Company's 1991
Executive Stock Incentive Plan and (g) 33,600 shares which could be acquiredPlans or pursuant to
options granted under stock option plans of Affiliated Publications, Inc.,
former parent company of THE BOSTON GLOBEThe Boston Globe ("API") (these options were
converted into options to purchase Class A Common Stock upon the
acquisition of API by the Company). The holdings recordedreported for Mr. Taylor
also include 198,400169,600 shares of Class A Common Stock held through two
trusts (other than the Globe Voting Trust) of which Mr. Taylor is
co-trustee. Mr. Taylor has no economic interest in these shares and is not
a beneficiary of either trust with respect to such shares. Because Mr.
Taylor shares the power to vote and, in some cases, to dispose or direct
the disposition of these shares, SEC rules require the inclusion of such
shares in the table as beneficially owned by Mr. Taylor.

13.(13) The shares reported for Ms. Soulette include the following 92,219 shares
in which Ms. Soulette has an economic interest: (a) 19 shares held
directly and (b) 92,200 shares held through ownership of units in the
Globe Voting Trust (as described below in "Globe Voting Trust") by a trust
of which Ms. Soulette is a co-trustee and sole beneficiary.

14.(14) The shares reported for Mr. Baker include 276,657 shares in which Mr.
Baker has an economic interest, which shares are held through ownership of
units in the Globe Voting Trust (as described below in "Globe Voting
Trust") by Mr. Baker.

15. According to information contained in its filing with the SEC pursuant to
Section 13(g)4

Security Ownership of the Securities Exchange Act of 1934, as amended, as of
December 31, 1996, Mellon Bank Corporation beneficially owned 5,138,000
shares of Class A Common Stock through 11 direct and indirect subsidiaries,
including four banks and seven registered investment advisors. According to
such filing, Mellon Bank Corporation has sole voting power over 4,628,000
shares, sole dispositive power over 3,631,000 shares, shared voting power
over 97,000 shares and shared dispositive power over 1,414,000 shares. The
filing also states that such shares were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the Company. Mellon Bank
Corporation has advised the Company that all such shares are beneficially
owned by its direct and indirect subsidiaries in their various fiduciary
companies and that no individual account owns 5% or more of the outstanding
Class A Common Stock.

SECURITY OWNERSHIP OF MANAGEMENTManagement

The following table shows the beneficial ownership, reported to the
Company as of March 27, 1997,February 25, 1998, of Class A Common Stock and Class B Common Stock and 5 1/2%
Cumulative Prior Preference
Stock, including shares as to which a right to acquire ownership exists (for
example, by the exercise of stock options, or the conversion of Class B Common
Stock into Class A Common Stock) within the meaning of Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934, as amended, of each director, each nominee,
the chief executive officer and the fivefour other most highly compensated executive
officers of the Company during 19961997 and all directors, nominees and executive
officers of the Company, as a group. A portion of the shares reported below are
held by the 1986 Trusts1997 Trust and the Globe Voting Trust, whose trustees share voting
and, in some cases, investment power with respect thereto. See "1986 Trusts""The 1997 Trust"
and "Globe Voting Trust."

5
- ----------

5 1/2%
CUMULATIVE PRIOR
COMMON STOCK PREFERENCE STOCK
----------------------- -----------------Class A Class B
------- -------

CLASS A CLASS B
------------ ---------
John F. Akers(1)................................. 10,000(*........................... 12,000(*) 0
0
Director
Richard L. Gelb(1)............................... 15,000(*Diane P. Baker(2).......................... 23,864(*) 0 0
Director
Louis V. Gerstner, Jr.(2)........................ 7,500(*) 0 0
Director
David L. Gorham(3)............................... 147,085(*) 0 0
Former
Senior Vice President and
Deputy Chief OperatingFinancial Officer
Marian S. Heiskell(4,8).......................... 6,343,215(6.5%) 370,890(87.3%Brenda C. Barnes........................... 0 0
Nominee for Director
Richard L. Gelb(1)......................... 17,000(*) 0
Director
Michael Golden(3),(4)...................... 76,204(*) 560(*)
Vice Chairman and
Senior Vice President and Director
A. Leon Higginbotham, Jr.(5)..................... 4,200(*............... 3,766(*) 0 0
Director
Ruth S. Holmberg(4,8)............................ 7,054,422(7.2%Holmberg(4),(6).................... 5,030,499(5.2%) 370,590(87.2%) 698(4.0%)
Director
Robert A. Lawrence(6)............................ 20,998(*Lawrence(7)...................... 22,998(*) 0 0
Director
Russell T. Lewis................................. 923(*Lewis........................... 1,617(*) 0 0
President and Chief OperatingExecutive Officer
and nomineeDirector
Ellen R. Marram............................ 0 0
Nominee for directorDirector
George B. Munroe(2).............................. 7,000(*Munroe(8)........................ 9,000(*) 0 0
Director
Charles H. Price II(1)........................... 7,000(*..................... 9,000(*) 0
0
Director
Lance R. Primis(7)............................... 0 0 0
Former President and Chief Operating Officer
George L. Shinn(1)...............................Shinn(9)......................... 8,000(*) 0 0
Director
Donald M. Stewart(1)............................. 8,075(*....................... 10,075(*) 0 0
Director
Arthur Ochs Sulzberger(4,8)...................... 8,025,691(8.2%Sulzberger(4),(6).............. 5,957,042(6.2%) 371,190(87.3%371,190(87.4%)
185(1.1%Chairman Emeritus and Director
Arthur O. Sulzberger, Jr.(4),(10).......... 75,015(*) 480(*)
Chairman of the Board and
Chief Executive
Officer
Arthur O. Sulzberger, Jr.(8,9)................... 103,890(*) 480(*) 180(1.0%)
Publisher of THE NEW YORK TIMES and nominee for
directorThe New York Times
Judith P. Sulzberger(4,8)........................ 7,036,722(7.2%Sulzberger(4),(6)................ 5,028,485(5.2%) 370,590(87.2%) 185(1.1%)
Director
William O. Taylor(10)............................ 6,104,220(6.3%Taylor(11)...................... 5,979,637(6.2%) 0 0
Director,
Chief Executive Officer of Globe
Newspaper Company Cyrus R. Vance(1)................................ 12,200(*) 0 0and Director
All Directors, Nominees and Executive
Officers(8)Officers(4) (30 individuals)............................... 23,925,858(24.5%............. 20,663,888(21.3%) 376,644(88.6%) 1,573(9.0%375,159(88.3%)

(FOOTNOTES ON FOLLOWING PAGE)

6(Footnotes on following page)

(FOOTNOTES FOR PRECEDING PAGE)(Footnotes for preceding page)

- ------------------------

*----------
(*) Less than 1%.

1.(1) The amount reported for this director includes 6,0008,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.

2.(2) The amount reported for this directorMs. Baker includes 5,00022,268 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.

3. Effective January 1, 1997, Mr. Gorham retired and is therefore no longer an
executive officer.Plans.

(3) The amount reported for Mr. GorhamGolden includes 1,12117,608 shares of Class A
Common Stock held directlydirectly; 726 shares held by the Golden Family
Charitable Fund Inc., as to which Mr. Golden has sole voting and 145,964no
investment power, and of which Mr. Golden disclaims beneficial ownership;
57,310 shares which could be acquired within 60 days pursuant to options
under the Company's 1991
Executive Stock Incentive PlanPlans; and Executive Incentive Compensation Plan
(the "Plans"). (See "Compensation560 shares which could be acquired upon conversion of
Executive Officers," tableMr. Golden's 560 shares of "Aggregated Option Exercises in Last Fiscal Year, and FY-End Option
Values.") Mr. Gorham also holds 2,784 retirement units (right under the
Plans to receive sharesClass B Common Stock. The holdings of Class A
Common Stock in ten annual installments
upon retirement), which are excluded from the amount shown.

4. See "Principal Holders of Common Stock" and "1986 Trusts" for a discussion
of this director's holdings.

5. The amount reported for Judge Higginbotham includes 4,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.

6. The amount reported for Mr. Lawrence includes 3,000Golden exclude 700 shares which could be
acquired within 60 days under the Company's Non-Employee Directors' Stock
Option Plan.

7.held by Mr.
Primis resigned as an executive officer effective September 20, 1996.

8.Golden's wife; Mr. Golden disclaims beneficial ownership of these shares.

(4) Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore
deemed to be beneficial ownership of Class A Common Stock under SEC
regulations. For purposes of the presentation of ownership of Class A
Common Stock in this table, it has been assumed that each director,
nominee and executive officer has converted into Class A Common Stock all
shares of Class B Common Stock of which that person is deemed the
beneficial owner. Thus all shares of Class B Common Stock held by the
directors, nominees and executive officers, including shares held by the
1986 Trusts,1997 Trust, have been included in the calculation of the total amount of
Class A Common Stock owned by such grouppersons as well as in the calculation
of the total amount of Class B Common Stock owned by such group.

9.persons.

(5) The amount reported for Judge Higginbotham includes 2,000 shares of Class
A Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.

(6) See "Principal Holders of Common Stock" and "The 1997 Trust" for a
discussion of this director's holdings.

(7) The amount reported for Mr. Lawrence includes 5,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.

(8) The amount reported for Mr. Munroe includes 7,000 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.

(9) The amount reported for Mr. Shinn includes 6,000 shares of Class A Common
Stock which could be acquired within 60 days pursuant to options under the
Company's Non-Employee Directors' Stock Option Plan.

(10) The amount reported for Mr. Sulzberger, Jr. includes 33,98223,171 shares of
Class A Common Stock held directly, of which 7,021 shares are held jointly with
Mr. Sulzberger, Jr.'s wife; 6,595directly; 9,169 shares held by trusts of which
Mr. Sulzberger, Jr. is a trustee, which were created by Mr. Sulzberger,
Jr.'s cousin for the benefit of the latter's children and of which Mr.
Sulzberger, Jr. disclaims beneficial ownership; 69,42842,195 shares which could
be acquired within 60 days pursuant to options under the Company's Plans (see
"Compensation of Executive Officers," table of "Aggregated Option
Exercises in Last Fiscal Year, and FY-End Option Values"); and 480 shares
which could be acquired upon conversion of Mr. Sulzberger, Jr.'s 480
shares of Class B Common Stock. The holdings of Class A Common Stock
recordedreported for Mr. Sulzberger, Jr. exclude 9,06011,270 shares held by Mr.
Sulzberger, Jr.'s wife as custodian for their minor children; Mr.
Sulzberger, Jr. disclaims beneficial ownership of these shares.

10.(11) See "Principal Holders of Common Stock" and "Globe Voting Trust" for a
discussion of Mr. Taylor's holdings.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) Beneficial Ownership Reporting Compliance

The Company's directors and executive officers and the beneficial holders
of more than 10% of the Class A Common Stock are required to file reports with
the SEC of changes in their ownership of Company stock. Based on its review of
such reports, the Company believes that all such filing requirements were met
by
its directors and executive officers during 19961997 except for the following late
filings by executive officers: Thomas H. Nied (former executive officer), two
late reports respecting one transaction each; James W. FitzGerald, onethat Ruth S. Holmberg filed a late report respecting a gift
of stock made by her in 1996 and Lynn G. Dolnick filed her initial statement of
beneficial ownership and one transaction; Arthur O. Sulzberger, Jr., one late report respecting two transactions; and Russell T. Lewis, his first required report
(Form 3) two daysa sale late.

THE 1986 TRUSTSThe 1997 Trust

Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr. Sulzberger (the
"grantors") (see "Principal Holders of Common Stock") have executed indenturesan indenture
creating a trust (the "1997 Trust") for the benefit of each of the grantors and
his or her family. The grantors transferred to the 1997 Trust, an aggregate of
369,405 shares of Class B Common Stock and 700,000 shares of Class A Common
Stock. Such shares of Common Stock were previously held by four separate trusts
(the "1986 Trusts"), one for the benefit of each of the grantors and his or her
family. Each grantor transferred toThe 1986 Trusts were terminated by unanimous vote by the trustees
thereof on June 24, 1997, and on July 11, 1997, the assets of each 1986 Trust
for his or her family the shares of Class B Common Stockwere transferred back to its grantor. The four grantors, and a portion of
the Class A Common Stock that he or she inherited from Adolph S. Ochs.

The grantors are the initial trustees of the 1986 Trusts. By instrument
dated December 5, 1996, the grantors amended their Trust Indentures to provide
for an additional fifth trustee of each of the 1986 Trusts. On December 19,
1996, the grantors appointed Lynn G. Dolnick,
daughter of Mrs. Holmberg, asare the fifth trustee.

Eachinitial trustees of the 1986 Trusts1997 Trust.

The 1997 Trust will continue in existence until the expiration of 21 years
after the death of the survivor of all descendants of the mother of the
grantors, Mrs. Iphigene Ochs Sulzberger ("Mrs. Sulzberger"), living on August 5,
1986. EachJune 24,
1997. The Indenture of Trust is subject to the terms and provisions of a
shareholders agreement (the "Shareholders Agreement") among the grantors, their
children and the Company, which restricts the transfer of Class B Common Stock
transferred to the 1986 Trusts1997 Trust by requiring, prior to any sale or transfer, the
offering of those shares among the other family shareholders (including the 1986
Trusts)1997
Trust) and then to the Company at the Class A Common Stock market price then
prevailing (or if the Company is the purchaser, at the option of the selling
shareholder, in exchange for Class A Common Stock on a share-for-share basis),
and the conversion of such shares into Class A Common Stock if such purchase
rights are not exercised and the shares are to be transferred to a person or
persons other than family shareholders or the Company. There are certain
exceptions for gifts and other transfers within the family of Adolph S. Ochs
provided that the recipients become parties to the Shareholders Agreement.

In addition, the Shareholders Agreement provides that if the Company is a
party to a merger (other than a merger solely to change the Company's
jurisdiction of incorporation), consolidation or plan of liquidation in which
the Class B Common Stock is exchanged for cash, stock, securities or any other
property of the Company or of any other corporation or entity, each signing
shareholder will convert his or her shares of Class B Common Stock into Class A
Common Stock prior to the effective date of such transaction so that a holder of
such shares will receive the same cash, stock or other consideration that a
holder of Class A Common Stock would receive in such a transaction. Except for
the foregoing, each signing shareholder has agreed not to convert any shares of
Class B Common Stock received from a trust created under the will of Adolph S.
Ochs into Class A Common Stock. The Shareholders Agreement will terminate upon
the expiration of 21 years after the death of the survivor of all descendants of
Mrs. Sulzberger living on August 5, 1986. The initial trustees of the 1986 Trusts1997 Trust
have also signed the Shareholders Agreement and becomeare parties thereto.

The trustees of each 1986the 1997 Trust, subject to the limited exceptions
described below, are directed to retain the Class B Common Stock held in each 1986the
1997 Trust and not to sell, distribute or convert such shares into Class A
Common Stock and to vote such Class B Common Stock against any merger, sale of
assets or other transaction pursuant to which control of THE NEW YORK TIMESThe New York Times
passes from the trustees unless they

8
unanimously determine that the primary
objective of the 1986 Trusts,1997 Trust, which is to maintain the editorial independence and
integrity of THE NEW YORK TIMESThe New York Times and to continue it as an independent newspaper,
entirely fearless, free of ulterior influence and unselfishly devoted to the
public welfare, can be achieved better by the sale, distribution or conversion
of such stock or by the implementation of such transaction. If upon such
determination any Class B Common Stock is distributed to the beneficiaries of
the 1986 Trusts,1997 Trust, it must be distributed only to descendants of Mrs. Sulzberger,
subject to the provisions of the Shareholders Agreement. Similarly, any sale by
the 1986 Trusts1997 Trust of Class B Common Stock upon such determination can be made only
in compliance with the Shareholders Agreement.

The trustees of each 1986the 1997 Trust are granted various powers and rights,
including among others: (i) to vote all of the shares of Class A and Class B
Common Stock held by such 1986 Trusts;the 1997 Trust; (ii) to fill any vacancy in the office of
trustee; (iii) to remove any trustee other than any of the four initial
trustees; and (iv) to amend certain provisions of the Trust Indenture, but not the
provisions relating to retaining the Class

B Common Stock or the manner in which such shares may be distributed, sold or
converted. The trustees act by the affirmative vote of four trustees, except
that prior to any sale or distribution of Class B Common Stock outside of the
1986 Trusts1997 Trust or conversion of Class B Common Stock or a vote to approve a merger,
sale ofor assets or other transaction pursuant to which control of THE NEW YORK TIMESThe New York
Times passes from the trustees, the trustees must unanimously determine that the
primary purpose of the 1986 Trusts1997 Trust as described above is best achieved by such
distribution, sale, conversion or other transaction. Unanimity is also required
for the amendment of those provisions of the Trust Indenture which may be
amended. An initial trusteeNone of the grantors may
not be removed as trustee of the 1997 Trust unless
the remaining four trustees determine that such individual is physically or
mentally incapable of dischargingperforming adequately as a trustee. A trustee who is not
one of the dutiesgrantors may be removed by the unanimous agreement of trustee.the other four
trustees. A trustee who is not a grantor shall serve for a term of five years.
When a vacancy in the position of trustee occurs, a new trustee shall be elected
by the beneficiaries of the 1997 Trust.

Upon the termination of the 1986 Trusts1997 Trust at the end of the stated term
thereof, the shares of Class A and Class B Common Stock held by such truststrust will
be distributed to the descendants then living of Mrs. Sulzberger.

GLOBE VOTING TRUSTGlobe Voting Trust

The Globe Voting Trust was established on October 1, 1954, and amended on
October 1, 1993, the effective date of the Company's acquisition of API, the
parent company of THE BOSTON GLOBEThe Boston Globe (the "API Acquisition"). UnitsAs of February 25,
1998, units in the Globe Voting Trust represent 5,992,211represented 5,803,191 shares of Class A
Common Stock received pursuant to the API Acquisition, principally by
descendants of the two founders of THE BOSTON GLOBEThe Boston Globe or by trusts for their
benefit.

The trustees of the Globe Voting Trust have the sole power to exercise all
voting rights of stockholders with respect to shares of the Company's Class A
Common Stock deposited therein. Holders of Globe Voting Trust units, subject to
certain disposition restrictions contained in the Globe Voting Trust, have the
power to dispose, or to direct the disposition, of Globe Voting Trust units or
the underlying shares of the Company's Class A Common Stock. The Globe Voting
Trust restricts the number of shares of Class A Common Stock subject thereto
that can be sold by any one person in a year, restricts sales to broker's
transactions and sales to the Company, and requires that the trustees of the
Globe Voting Trust give notice to the Company if any holder of Globe Voting
Trust units withdraws from the Globe Voting Trust more than 10,000 shares in the
aggregate in any calendar year. Such restrictions and requirements do not apply
to the sale or gift to another beneficiary of such trust or a descendant of the
two founders of THE BOSTON GLOBE;The Boston Globe; however, in such case the transferee shall be
subject to the terms of the Globe Voting Trust. The Globe Voting Trust
terminates on September 30, 2003. William O. Taylor is one of the five trustees
of the Globe Voting Trust.

The Globe Voting Trust is not the beneficial owner of any of the shares of
Class B Common Stock of the Company.

- --------------------------------------------------------------------------------
PROPOSAL NUMBERProposal Number 1
ELECTION OF DIRECTORSElection of Directors
- --------------------------------------------------------------------------------

The persons named as proxies intend (unless authority is withheld) to vote
for the election as directors of the persons hereinafter named (the "Nominees"),
upon their nomination for such office at the Annual Meeting. Directors so
elected will hold office until the next Annual Meeting and until their
successors are elected and qualified.

The Certificate of Incorporation of the Company provides that Class A
stockholders have the right to vote for the election of 30% of the Board of
Directors, or the nearest larger whole number, if such percentage is not a whole
number. Accordingly, the Class A stockholders will elect five of the 1415
directors, and Class B stockholders will elect nine10 directors. Directors are
elected by a plurality of the votes cast.

The five Nominees for election as directors by the Class A stockholders
are A. Leon Higginbotham, Jr., Robert A. Lawrence, Charles H. Price II, Donald
M. Stewart and William O. Taylor and Donald M. Stewart.Taylor. The nine10 Nominees for election as directors by
the Class B stockholders are John F. Akers, Brenda C. Barnes, Richard L. Gelb,
Ruth S. Holmberg,Michael Golden, Russell T. Lewis, George B. Munroe,Ellen R. Marram, George L. Shinn, Arthur Ochs
Sulzberger, Arthur O. Sulzberger, Jr. and Judith P. Sulzberger. Mrs. Holmberg, Mr.Arthur Ochs
Sulzberger and Dr.Judith P. Sulzberger are siblings. Mr.Arthur O. Sulzberger, Jr. is
the son of Mr.Arthur Ochs Sulzberger. Michael Golden is the nephew of Arthur Ochs
Sulzberger and Judith P. Sulzberger. All of the Nominees other than Messrs. LewisMs. Barnes
and Sulzberger, Jr.Ms. Marram are currently directors of the Company and, except for Mr.
Golden, were elected at the Annual Meeting of Stockholders held on AprilMay 16, 1996,1997,
for which proxies were solicited. Louis V.
Gerstner, Jr., MarianMr. Golden was elected a director on October
16, 1997 by the Board. In accordance with the Company's policy with respect to
the retirement of non-employee directors, Ruth S. HeiskellHolmberg and Cyrus R. Vance,George B. Munroe,
currently directors, have
decidedare not to standstanding for re-election. The Board of Directors has amended the
by-laws to provide that the size of the Board will be reduced to 14 members,
effective May 16, 1997.election at this year's Annual
Meeting.

Messrs. Taylor and Lawrence were elected directors by the Board in October
1993, immediately following the consummation of the API Acquisition. Mr. Taylor
was formerly Chairman of the Board of API, and Mr. Lawrence was a director of
API. Their election to the Company's board was required by the Agreement and
Plan of Merger, dated as of June 11, 1993, as amended as of August 12, 1993,
among the Company, its subsidiary, Sphere, Inc., and API (the "API Merger
Agreement"). The API Merger Agreement also requires the Company to cause Messrs.
Taylor and Lawrence to be nominees for director at least through the Company's 1998 annual meeting.this year's
Annual Meeting. See "Interest of Directors in Certain Transactions of the
Company."

If any of the Nominees should become unavailable for election, all
uninstructed proxies will be voted for the election of such other person or
persons as may be designated by the Board, but the Board has no reason to
anticipate that this will occur. The following information is furnished with
respect to each of the Nominees and is based on information submitted by the
person named:

109

- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATIONName, Principal Occupation, and Other Information
- --------------------------------------------------------------------------------

CLASSClass A DIRECTORSDirectors

THE HONORABLE A. LEON HIGGINBOTHAM, JR.
Of counsel, Paul, Weiss, Rifkind, Wharton & Garrison (law
firm), from 1993 Public Service Professor of Jurisprudence,
Kennedy School of Government, Harvard University, from 1994
Commissioner, U.S. Commission on Civil Rights, from 1995

[PHOTO]

Senior Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1991 to 1993); Chief Judge for the
United States Court of Appeals, Third Circuit (from 1990 to
1991); Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1977 to 1991)

Director Since: 1993

Committee Memberships: Audit and Employee Retirement Income
Security Act ("ERISA")

Age: 6970

ROBERT A. LAWRENCE
Director of various corporations and not-for-profit entities

Partner, Saltonstall & Co. (family trust and investment
office,office) from 1984 to 1996)1996

Director or Trustee of 3428 funds managed by Metropolitan Life
Insurance Co.,

[PHOTO] State Street Research and Management Co. and
affiliates

Director Since: 1993

Committee Membership:Memberships: Nominating (Chairman), Compensation
and ERISA

Age: 7071

THE HONORABLE CHARLES H. PRICE II
Director of various corporations and not-for-profit entities

Chairman, Mercantile Bank of Kansas City, from 1992 to 1996,
and Director, Mercantile Bancorp (bank holding company),
from 1992 to 1996

[PHOTO]

Director of Hanson PLC, Texaco Inc., 360 DEG.360(Degree)
Communications, Inc. and U.S. Industries, Inc.

United States Ambassador to the United Kingdom of Great
Britain and Northern Ireland from 1983 to 1989

Director Since: 1989

Committee Memberships: Compensation and Employee Stock
Purchase Plan ("ESPP")

Age: 66

DONALD M. STEWART
President of The College Board (association of high schools
and colleges, sponsor of Scholastic Assessment Tests and
other academic activities), from 1987

Director of Principal Financial Group (Bankers Life of Iowa
Insurance [PHOTO]
Company) and Campbell Soup Company, Trustee,
Educational Broadcasting Corporation (Thirteen/WNET-TV)

Director Since: 1986

Committee Memberships: ERISA (Chairman), Audit and
Nominating

Age: 58

1159

WILLIAM O. TAYLOR
Chairman and Chief Executive Officer, Globe Newspaper
Company, from 1982

Publisher, THE BOSTON GLOBEThe Boston Globe (from 1978 to 1997), Chairman
and Chief Executive Officer (from 1982 to 1993), President
(from 1992 to 1993) and Director (from 1972 to 1993),
Affiliated Publications, Inc.

[PHOTO]

Director Since: 1993

Committee Membership: Finance

Age: 64

CLASS65

Class B DIRECTORSDirectors

JOHN F. AKERS
Director of various corporations

Chairman (from 1986 to 1993), Director (from 1983 to 1993),
Chief Executive Officer (from 1985 to 1993), and President
(from 1983 to 1989), IBM

[PHOTO]

Director of PepsiCo, Inc., Springs Industries, Inc., Zurich
Insurance Company-U.S., Lehman Brothers Holdings, Inc.,
Hallmark Cards, Inc. and W.R. Grace & Co.

Director Since: 1985

Committee Memberships: Finance (Chairman), Compensation and
Nominating

Age: 6263

BRENDA C. BARNES
Director of various corporations

President and Chief Executive Officer (from 1996 to 1997)
and Chief Operating Officer (from 1993 to 1996), Pepsi-Cola
North America; President (1992), Pepsi-Cola South

Director of Sears, Roebuck and Co. and Avon Products, Inc.

Age: 44

RICHARD L. GELB
Consultant and Director of various corporations and
not-for-profit entities

Chairman Emeritus (from 1995), Chairman (from 1976 to 1995),
President (from 19721967 to 1976), Chief Executive Officer (from
1972 to 1993) and Director (from 1960), Bristol-Myers Squibb
Company (a diversified healthcareworldwide health and personal care
company)

[PHOTO] Director of New York Life Insurance Company

Director Since: 1974

Committee Memberships: Compensation (Chairman), Finance and
Nominating

Age: 72

RUTH S. HOLMBERG73

- --------------------------------------------------------------------------------
Name, Principal Occupation, and Other Information
- --------------------------------------------------------------------------------

MICHAEL GOLDEN
Vice Chairman Times Printingand Senior Vice President of the Company, (THE CHATTANOOGA TIMES
newspaper)from
1997

Vice President, Operations Development, of the Company (from
1996 to 1997); Executive Vice President, NYT Sports/Leisure
Magazines and Vice President and Publisher, Tennis magazine
(from 1995 to 1996) and Executive Vice President and General
Manager (from 1994 to 1995) and Senior Vice President and
General Manager (from 1993 to 1994), from 1992

Publisher, THE CHATTANOOGA TIMES, from 1964 to 1992

[PHOTO]NYT Women's Magazines

Director Since: 1961

Committee Membership: ERISA1997

Age: 7648

RUSSELL T. LEWIS
President (from 1996) and Chief Executive Officer (from
1997) of the Company

Chief Operating Officer of the Company from(from 1996 to 1997),
President and General Manager (from 1993 to 1996), Deputy
General Manager (from 1991 to 1993), Senior Vice President,
Production (from 1988 to 1991) and [PHOTO]
Senior Vice President,
Circulation (from 1984 to 1988), THE
NEW YORK TIMESThe New York Times

Director Since: 1997

Age: 49

- --------------------------------------------------------------------------------

NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------

GEORGE B. MUNROE
Director of various corporations50

ELLEN R. MARRAM
President (from 1993) and not-for-profit entities

Consultant (from 1987 to 1990), Chairman (from 1975 to 1987), Chief Executive Officer (from
19691997), Tropicana Beverage Group and Executive Vice
President, The Seagram Company Ltd. and Joseph E. Seagram &
Sons Inc., from 1993

Senior Vice President, Nabisco Foods Group and President,
Nabisco Biscuit Company, from 1988 to 1987) and Director
(from 1966 to 1994), Phelps Dodge Corporation (copper
mining, manufacturing and specialty chemicals)

[PHOTO]1993

Director of Santa Fe Pacific Gold Corporation

Director Since: 1988

Committee Memberships: Audit (Chairman), Finance and
NominatingFord Motor Company

Age: 7551

GEORGE L. SHINN
Consultant and Corporate Director

Chairman of the Board and Chief Executive Officer (from 1976
to 1983) and Director (from 1976 to 1988), First Boston,
Inc. (international investment bank)

[PHOTO]
Trustee of 43 funds of the Colonial Group of Mutual Funds

Director Since: 1978

Committee Memberships: ESPP (Chairman), Audit ERISA and ESPPERISA

Age: 74

ARTHUR OCHS SULZBERGER
Chairman Emeritus, from 1997

Chairman and Chief Executive Officer of the Company, from
1973 to 1997

Publisher, THE NEW YORK TIMES,The New York Times, from 1963 to 1992

Director Since: 1959

[PHOTO]

Committee Membership: Nominating

Age: 7172

ARTHUR O. SULZBERGER, JR.
Chairman, from 1997, and Publisher, THE NEW YORK TIMES, sinceThe New York Times, from
1992

Deputy Publisher (from 1988 to 1992) and Assistant Publisher
(from 1987 to 1988), THE NEW YORK TIMES

[PHOTO]The New York Times

Director Since: 1997

Committee Membership: Nominating

Age: 4546

JUDITH P. SULZBERGER
Physician, Columbia College of Physicians & Surgeons, from
1992 (Genome Center, from 1996)

Attending Physician, St. Luke's-Roosevelt Hospital Center,
Division of Allergy,

[PHOTO]
Clinical Immunology and Infectious Diseases, from 1986 to
1991

Director Since: 1974

Committee Memberships: Finance and ESPP

and ERISA

Age: 73

INTEREST OF DIRECTORS IN CERTAIN TRANSACTIONS OF THE COMPANY74

Interest of Directors in Certain Transactions of the Company

1. In the ordinary course of business, the Company and its subsidiaries
from time to time engage in transactions with other corporations or financial
institutions whose officers or directors are also directors of the Company. Such
transactions are conducted on an arm's length basis and may not come to the
attention of the directors or officers of the Company or of the other
corporations or financial institutions involved.

2. During 1996,1997, Arthur O. Sulzberger, Jr., was employed as Chairman of the
Company and Publisher of THE
NEW YORK TIMES;The New York Times; Michael Golden, Ruth S. Holmberg's
son, was employed as Vice President, Operations Development, and Vice Chairman
and Senior Vice President of the Company; Stephen Golden, Mrs. Holmberg's son,
was employed as Vice President, Forest Products, Health, Safety and
Environmental Affairs, of the Company; Michael Golden, Mrs. Holmberg's son, was employed as ViceCompany and President
Operations Development, of the Company;Company's Forest
Product Group; Daniel Cohen, Dr.Judith P. Sulzberger's son, was employed as Vice President, Advertising Sales, and as Senior
Vice President, Advertising, both in the Advertising Department of THE NEW YORK TIMES;The New York
Times; and Susan W. Dryfoos, Mrs.Marian S. Heiskell's daughter, was employed as
Director, Times History Productions. With respect to services performed for the
Company in 1996,1997, Mr. Michael Golden earned $282,667 and a bonus of $198,166; Mr.
Stephen Golden earned $225,000 and a bonus of $158,600; Mr. Michael Golden
earned $250,000$241,000 and a bonus of $158,600; Mr. Cohen earned
$177,927$215,000 and a bonus of $96,800;$158,600; and Ms. Dryfoos earned $117,000$125,000 and a bonus of
$50,400. See "Compensation of Executive Officers" for a description of Mr.
Sulzberger, Jr.'s compensation.

3. On October 1, 1993, the Company completed the acquisition of API, the
parent company of THE BOSTON GLOBE.The Boston Globe. Pursuant to the API Merger Agreement,
Messrs. Taylor and Lawrence were elected directors of the Company and named to
the Finance and Compensation Committees respectively. They will be included as
nominees for director at least through the 1998 annual meeting, provided they
are willing and able to serve.this year's Annual Meeting.

The API Merger Agreement also provides Mr. Taylor (and his successors as
publisher of THE BOSTON GLOBE)The Boston Globe) certain management and other rights (including
agreements relating to the composition of the board of directors, the management
and the continued separate existence of Globe Newspaper Company ("GNC"), the
Company's subsidiary that owns THE BOSTON GLOBE)The Boston Globe). Mr. Taylor has an employment
agreement with GNC that provides that he will remain employed until December 31,
1998, at the salary (as adjusted in the ordinary course) and with the benefits
that he received prior to the merger. In addition, it provides that if his
employment ends as a result of a termination without cause, or as a result of
certain reasons specified therein, Mr. Taylor will become immediately vested in
all outstanding stock options, will become eligible for continued health
insurance coverage and outplacement services and will be entitled to receive the
larger of two salary settlement arrangements, one of which is the present value
of the sum of 125% of base salary and the target bonus for the remaining term of
the agreement, and the other of which is one dollar less than three times Mr.
Taylor's "base amount" as defined in Section 280G of the Internal Revenue Code
of 1986.

CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS13

Certain Information about the Board of Directors

The Company has standing Audit, Compensation, Employee Retirement Income
Security Act ("ERISA"), Employee Stock Purchase Plan ("ESPP"), Finance and
Nominating Committees.

The Board of Directors established the Nominating
Committee in February 1997.

During 1996,1997, the Board of Directors had 10nine meetings. In addition, its
standing committees, Audit, Compensation, ERISA, ESPP, Finance and Finance,Nominating,
held a total of 24 meetings. All directors of the Company attended 75% or more
of the total meetings of the Board and committees of the Board of which they are
members.members, except for A. Leon Higginbotham, Jr. who, due to health reasons,
attended only 67% of the meetings.

In summary, the functions performed by these committees, their number of
meetings and memberships are as follows:

The Audit Committee selects the independent auditors for the Company
(subject to ratification by the stockholders), reviews the scope and results of
the annual audit, approves the services to be performed by the independent
auditors, reviews the independence of the auditors, reviews the performance and
fees of the independent auditors, reviews the adequacy of the system of internal
accounting controls and reviews the scope and results of internal auditing
procedures. The current members of the Audit Committee are George B. Munroe,
Chairman, A. Leon Higginbotham, Jr., George L. Shinn and Donald M. Stewart and
Cyrus R. Vance.Stewart. The
Committee held three meetings during 1996.1997.

The Compensation Committee adopts and oversees the administration of
compensation plans for executive officers and senior management of the Company,
determines awards granted senior management under such plans, approves
remuneration arrangements for senior management, including all executive
officers of the Company, and reviews the reasonableness of all such
compensation. The current members of the Compensation Committee are Richard L.
Gelb, Chairman, John F. Akers, Louis V. Gerstner, Jr., Robert A. Lawrence and Charles H. Price II. As
required by the API Merger Agreement, Mr. Lawrence was made a member of the
Compensation Committee in October 1993 upon his election to the Board of
Directors. The Committee held sevenfour meetings during 1996.1997.

The ERISA Committee appoints the members of the employee benefits
committee of the Company, appoints and reviews the performance of the trustees
and investment managers of the Company's pension plans and establishes and
amends the Company's employee welfare and pension benefit plans and related
trusts. The current members of the ERISA Committee are Donald M. Stewart,
Chairman, A. Leon Higginbotham, Jr., Ruth S. Holmberg, Robert A. Lawrence and
George L. Shinn and
Judith P. Sulzberger.Shinn. The Committee held fivethree meetings in 1996.1997.

The ESPP Committee oversees the administration of the Employee Stock
Purchase Plan for eligible employees of the Company and its subsidiaries. In
that connection, the Committee has authority to adopt, administer and interpret
such rules and regulations concerning the ESPP and offerings thereunder as it
may deem advisable. The current members of the ESPP Committee are Marian S.
Heiskell,George L.
Shinn, Chairman, Charles H. Price II George L. Shinn and Judith P. Sulzberger. The Committee
held one meeting in 1996.1997.

The Finance Committee reviews the financial policies of the Company
including, without limitation, dividend policy, repurchase of the Company's
stock, short- and long-term financing, material acquisitions and dispositions
and capital expenditures. The current members of the Finance Committee are Louis
V. Gerstner, Jr., who was Chairman until February 20, 1997; John
F. Akers, who
has been Chairman since February 20, 1997;Chairman; Richard L. Gelb; MarianGelb, Ruth S. Heiskell;Holmberg, George B. Munroe;Munroe, Judith
P. Sulzberger and William O. Taylor. As required by the API Merger Agreement,
Mr. Taylor was made a member of the Finance Committee in October 1993 upon his
election to the Board of Directors. The Committee held eightsix meetings in 1996.1997.

The Nominating Committee's principal function is to screenCommittee screens and to recommendrecommends candidates to fill
vacancies on the Board of Directors. The current members of the Nominating
Committee are Robert A. Lawrence, Chairman, John F. Akers, Richard L. Gelb,
George B. Munroe, Donald M. Stewart, Arthur Ochs Sulzberger and Arthur Ochs Sulzberger.O.
Sulzberger, Jr. Stockholders wishing to recommend director candidates for
consideration by the Nominating Committee may do so by writing to the Secretary
of the Company, giving the recommended nominee's name, biographical data and
qualifications, accompanied by the written consent of the recommended nominee.
COMPENSATION OF DIRECTORS; LIABILITY AND REIMBURSEMENT INSURANCEThe Committee held seven meetings in 1997.

Compensation of Directors; Liability and Reimbursement Insurance

Under the By-Laws, the directors do not receive a salary for their
services, but may receive an annual retainer and a fixed sum for attendance at
Board and committee meetings. Pursuant to resolutions of the Board, non-employee
directors receive an annual retainer of $25,000, payable in quarterly
installments of $6,250 and a fee of $1,000 for attendance at each Board and
Committee meeting. In addition, they are paid their expenses of attendance. For
1996,1997, the Company paid $584,761$475,479 in the form of retainers, meeting fees and
expenses of attendance. In addition, in 1991 each non-employee director began
receiving annually an

optionoptions to purchase 1,000 shares of the Company's Class A
Common Stock pursuant to the Company's Non-Employee Directors' Stock Option
Plan. In 1997, the annual grant was increased to 2,000 options. Such options,
which are granted each year on the date of the Company's annual stockholders
meeting with an exercise price equal to the market value of the Class A Common
Stock on such date, become exercisable on the date of the next succeeding annual
meeting and remain exercisable for ten years from the date of grant.

Each director may participate in the Company's Matching Gifts Program,
pursuant to which the Company will match 150% of charitable contributions made
by such directors to colleges, schools, cultural or environmental organizations,
up to a maximum Company contribution of $4,500 per person per year.

The Company maintains life insurance on the life of each director who is
not also an employee of the Company in the amount of $100,000. The income
required by the Internal Revenue Service to be imputed in 19961997 to non-employee
directors because of the life insurance coverage was $5,616$5,133 in the aggregate.
The Company also maintains life insurance on the life of each non-employee
director who retired after 1991 in the amount of $25,000.

The Company purchased directors' and officers' liability and reimbursement
insurance effective January 1, 1997, for a period of two years. The combined
limit of liability for the insurance is $50,000,000 for the two-year term and
the total cost to the Company is $552,100. The insurers providing the insurance
are Continental Casualty Company of Chicago, Illinois ($25,000,000), Gulf
Insurance Company of St. Louis, Missouri ($15,000,000), and Reliance Insurance
Company of Philadelphia, Pennsylvania ($10,000,000).

1615

- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERSCompensation of Executive Officers
- --------------------------------------------------------------------------------

The following tables and discussion summarize the compensation for the
fiscal year ended December 29, 1996,28, 1997, of the chief executive officer of the
Company and each of the four other most highly compensated executive officers of
the Company and one individual who was one of the four other most highly
compensated executive officers during 1996, but resigned effective September 20,
1996.

SUMMARY COMPENSATION TABLECompany.

Summary Compensation Table

LONG-TERM COMPENSATION
-------------------------------------

ANNUAL COMPENSATION AWARDS PAYOUTSLong-Term Compensation
----------------------------------------------
-------------------------- ---------

(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED
ANNUAL STOCK STOCKAnnual Compensation Awards Payouts
----------------------------------------- ------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Annual Stock Stock LTIP SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS
NAME AND PRINCIPAL POSITION YEARAll Other
Salary Bonus Compensation Awards Options Payouts Compensation
Name and Principal Position Year ($)(1) ($) ($)(2) ($) (#) ($)(3) ($)(4)
- ------------------------------------- --------- --------- --------- ------------- --------------- --------- --------------------------------------- ---- ------ ------- ------------ ---------- ------- ------- ------------

Arthur O. Sulzberger, Jr(5)... 1997 485,833 510,200 0 0 75,840(6) 0 3,500
Chairman of the Board 1996 450,000 510,200 0 0 40,057 0 3,500
and Publisher of The 1995 428,000 510,200 0 0 40,057 132,685 3,500
New York Times

Russell T. Lewis(7)........... 1997 497,500 665,800 0 0 59,347 0 4,800
President and Chief 1996 418,785 463,450 9,886 0 48,827 0 4,500
Executive Officer

Arthur Ochs Sulzberger...............Sulzberger(8)..... 1997 598,000 822,200 2,581 0 0 0 4,800
Chairman Emeritus 1996 575,000 822,200 1,053 0 75,840 0 Chairman and Chief4,500
1995 555,000 822,200 0 0 75,840 198,220 Executive Officer 1994 535,000 822,200(5) 8,248 0 100,000 336,300(5)

Russell T. Lewis(6).................. 1996 418,785 463,450 9,886 0 48,827 0
President and Chief Operating
Officer

Arthur4,500

William O. Sulzberger, Jr............. 1996 450,000Taylor............. 1997 429,500 510,200 01,141 0 40,057 0 Publisher of THE NEW YORK TIMES 1995 428,000 510,200 0
0 40,057 132,685
1994 408,000 510,200 0 0 48,573 225,150

William O. Taylor....................Chairman and Chief 1996 421,289 368,364 7,466 0 40,057 0 Publisher of THE BOSTON GLOBE0
Executive Officer, Globe 1995 407,019 161,777 9,107 0 40,057 0 1994 397,000 153,451 10,917 0
48,573Newspaper Company

Diane P. Baker(9)............. 1997 416,250 471,000 0 David L. Gorham......................0 40,057 0 4,438
Senior Vice President and 1996 400,000 396,000370,833 353,400 0 0 34,514 0 Senior Vice President1,875
Chief Financial Officer 1995 358,000 364,000 1,092 0 34,514 109,480
Deputy Chief Operating Officer 1994 330,000 353,400 3,300 0 33,920 185,700

Lance R. Primis(7)................... 1996 485,000 499,350 5,85571,918 100,000 0 0 0
Former President and Chief 1995 460,000 665,800 13,338 0 48,827 149,345
Operating Officer 1994 435,000 665,80027,281 0 0 70,000 241,838

(A) (I)

ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)(4)
- ------------------------------------- -------------

Arthur Ochs Sulzberger............... 4,500
Chairman and Chief 4,500
Executive Officer 4,500
Russell T. Lewis(6).................. 4,500
President and Chief Operating
Officer
Arthur O. Sulzberger, Jr............. 3,500
Publisher of THE NEW YORK TIMES 3,500
3,500
William O. Taylor.................... 0
Publisher of THE BOSTON GLOBE 0
0
David L. Gorham...................... 4,500
Senior Vice President 4,500
Deputy Chief Operating Officer 4,500
Lance R. Primis(7)................... 3,590,340(8)
Former President and Chief 4,500
Operating Officer 4,500

- --------------------------

1.----------
(1) Salaries are generally set and paid on a calendar year basis.

2.(2) Amounts shown in column (e) represent tax payment reimbursements.

3.(3) The last long-term incentive award cycle ended in 1995.

4.(4) Amounts shown in column (i) represent amounts contributed by the Company
as 50% matching contributions for the first 6% of earnings contributed by
or on behalf of the named individuals to the Company's Supplemental
Retirement and Investment Plan.

See also note 8.

5. $395,000 of(5) Mr. Sulzberger's bonus for 1994 and $136,300 of his LTIP payout
for 1994 consisted of 23,828 retirement units. Retirement units represent
the right under the Company's 1991 Executive Stock Incentive Plan to receive
sharesSulzberger, Jr. became Chairman of the Company's Class A Common Stock in ten equal annual
installments commencing uponBoard on October 16, 1997.

(6) In connection with a restructuring of executive compensation, Mr.
Sulzberger's retirement. The retirement
units are included inSulzberger, Jr. has requested the table at valuescancellation of $22.5625 per unit (for 17,507
units) and $21.5625 per unit (for 6,321 units), the average prices of shares15,700 of the Company's Class A Common Stock on the dates of grant.

6.options
granted in 1997. See "Compensation Committee Report" and "Proposal 2."

(7) Mr. Lewis became President and Chief OperatingExecutive Officer on September 20,
1996.October 16, 1997. Prior to
that date, he was President and Chief Operating Officer from September 20,
1996, and prior to that, President of THE NEW YORK TIMES.The New York Times. Amounts shown
for 1996 include all compensation earned in 1996.

7.(8) Mr. Primis resigned as PresidentSulzberger was Chairman of the Board and Chief OperatingExecutive Officer effective
September 20, 1996.

8. In addition to amounts contributeduntil
he retired from such positions on behalf of Mr. Primis to the Company's
Supplemental Retirement and Investment Plan, this amount includes cash
severance of $3,585,840. See "Termination of Employment Arrangements."

TERMINATION OF EMPLOYMENT ARRANGEMENTS

The Company has entered into a Separation Agreement (the "Agreement") with
Lance Primis, who resigned as the Company's President and Chief Operating
Officer effective September 20, 1996. Pursuant to this Agreement, Mr. Primis
continued to receive his regular monthly salary through January 3, 1997, and onOctober 16, 1997. After that date received a payment of $499,350. This amount represented 150%he
became Chairman Emeritus of the bonus base amount set for Mr. Primis for 1996 by the Company's Compensation
Committee. Mr. Primis also received a severance payment of $3,585,840. During
the period ending June 16, 2006, Mr. Primis will receive medical and insurance
coverage paid for byCompany.

(9) Ms. Baker began employment with the Company on September 18, 1995. Amounts
shown for 1995 include only amounts paid and on July 19, 2001, will be eligible to
receive an annual pension of $314,000 a year from the Company. A substantial
part ofoptions granted after such
pension payments is conditioned on Mr. Primis's compliance with
certain non-competition, confidentiality and non-solicitation covenants
contained in the Agreement. Under the terms of the Agreement, all of Mr.
Primis's unvested options vested as of September 20, 1996, and may be exercised
during the one-year period ending September 20, 1997 (but in no event beyond the
original expiration date).

The Company has also entered into an agreement with David L. Gorham, who
retired as a Senior Vice President of the Company effective January 1, 1997.
Pursuant to this agreement, Mr. Gorham received a payment of $700,000 in early
1997. This amount was calculated as the approximate equivalent of his 1996
salary and annual bonus.

OPTION GRANTS IN LAST FISCAL YEARdate.

Option Grants In Last Fiscal Year

GRANT DATE
INDIVIDUAL GRANTS(1)Grant Date
Individual Grants(1)(#) VALUE(2)
Value(2)
- ------------------------------------------------------------------------------------------------------------------------------

(A) (B) (C) (D) (E) (F)---------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
% OF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAMEof Total
Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration Grant Date
Name (#) FISCAL YEARFiscal Year ($/SH) DATEDate Present Value ($)
- ----------------------------------------------------- --------- ------------------- ------- ------------ ----------- ------------ -------------------------- -----------------

Arthur Ochs Sulzberger...............................O. Sulzberger, Jr.(3)... 75,840 3.52 38.43753.46 64.8125 12/19/2006 907,046.4018/2007 1,464,319
Russell T. Lewis..................................... 48,827 2.26 38.4375Lewis............... 59,347 2.70 64.8125 12/19/2006 583,970.9218/2007 1,145,872
Arthur O. Sulzberger, Jr. ........................... 40,057 1.86 38.4375 12/19/2006 479,081.72
William O. Taylor.................................... 40,057 1.86 38.4375 12/19/2006 479,081.72
David L. Gorham...................................... 34,514 1.60 38.4375 12/19/2006 412,787.44
Lance R. Primis......................................Ochs Sulzberger......... 0 N/A N/A N/A N/A
N/AWilliam O. Taylor.............. 40,057 1.83 64.8125 12/18/2007 773,421
Diane P. Baker................. 40,057 1.83 64.8125 12/18/2007 773,421

- --------------------------
1.----------
(1) The options granted to the named individuals in 19961997 become exercisable in
installments of 25% of the original grant on each of the first through
fourth anniversaries of the grant date. All options are for Class A Common
Stock and have an exercise price equal to the market value of the stock on
the grant date.

2.(2) In accordance with the rules of the SEC, "Grant Date Value" has been
calculated using the Black-Scholes model of option valuation, adjusted to
reflect an option term of 6.045.36 years, which represents the weighted
average (by number of options) over the past 10 years of the length of
time between the grant date of options under the Company's plans and their
exercise date for all option exercises by the named executive officers and
fivesix others who were named executive officers during that period. The model
also assumes: (a) an interest rate of 6.19%5.75% that represents the interest
rate on a U.S. Treasury Bond with a maturity date corresponding to that of
the adjusted option term of 6.045.36 years; (b) volatility of 23.84%22.62%
calculated using weekly stock prices for the five years (260 weeks) prior
to the grant date; and (c) dividends for 19961997 at the rate of $.60$.68 per
share, which was the annualized rate of dividends on a share of Class A
Common Stock as of the grant date. Based on this model, the calculated
value of the options on the December 19,
1996,18, 1997, grant date, was determined
to be $11.96$19.31 per option.

18(3) In connection with a restructuring of executive compensation, Mr.
Sulzberger, Jr. has requested the cancellation of 15,700 of the options
granted in 1997. See "Compensation Committee Report" and "Proposal 2."

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES(1)Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values(1)

(A) (B) (C-1) (C-2) (D) (E)(a) (b) (c-1) (c-2) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Aggregate Annualized FY-End (#) FY-End ($)
Acquired Value Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(2) Realized ($)(3) Unexercisable(4) Unexercisable(5)
---- --------------- --------------- --------------- ---------------- ----------------

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
AGGREGATE ANNUALIZED OPTIONS AT OPTIONS AT
SHARES VALUE VALUE FY-END (#) FY-END ($)
ACQUIRED REALIZED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($)(2) ($)(3) UNEXERCISABLE(4) UNEXERCISABLE(5)
- ------------------------------- --------------- ------------ ------------ ----------------- ---------------------Arthur O. Sulzberger, Jr.(6)... 85,431 2,246,776 647,580 42,195/138,056 1,480,675/1,904,193
Russell T. Lewis............... 72,853 1,868,268 925,948 0/123,637 0/1,918,132
Arthur Ochs Sulzberger......... 20,211 84,997 9,346 309,400/205,863 4,475,797/1,577,031
Russell T. Lewis............... 29,366 160,314 55,358 33,572/103,571 407,449/657,845
Arthur O. Sulzberger, Jr....... 35,744 375,502 121,889 87,103/104,411 1,040,541/772,742123,825 4,772,208 729,968 271,638/119,800 10,175,683/3,796,180
William O. Taylor.............. 113,641 2,752,614 1,210,703 0/102,273 0/1,931,030
Diane P. Baker................. 0 0 0 69,677/106,180 899,205/793,970
David L. Gorham................ 20,255 150,311 26,198 72,651/84,313 906,715/582,396
Lance R. Primis................ 281,094 2,975,891 1,209,186 0/0 0/0N/A N/A 22,268/79,584 689,115/1,101,343

- --------------------------
1.----------
(1) All options are for Class A Common Stock.

2.(2) Market value of underlying securities at exercise minus the exercise
price.

3.(3) Aggregate Value Realized upon exercise (column c-1) divided by the number
of years executive held applicable option before exercise.

4.(4) Options granted to these executives under the Company's 1991 Executive
Stock Incentive Plan become exercisable in four equal installments over a
period of four years from the date of grant.

5.(5) Market value of underlying securities at December 29, 199628, 1997 ($38.50)64.0625),
minus the option exercise price.

PENSION PLAN TABLE(6) In connection with a restructuring of executive compensation, Mr.
Sulzberger, Jr. has requested the cancellation of 15,700 of the options
granted in 1997. See "Compensation Committee Report" and "Proposal 2."

Pension Plan Table

The following table shows the annual estimated benefits payable under the
Company's defined benefit retirement plans upon retirement to employees in
specified covered compensation and years of credited service classifications.
The maximum annual benefit payable under the plans which cover the executive
officers (other than Mr. Taylor) is 50% of average annual covered compensation
for the five highest paid consecutive years out of the most recent 10 years. The
maximum annual benefit is payable with 20 years of credited service and is
prorated for less than 20 years. The amount of estimated annual benefit is based
upon the assumption that the nonqualified supplemental executive retirement plan
will continue in force in its present form.

HIGHEST ESTIMATED ANNUAL PENSION FOR
FIVE YEAR REPRESENTATIVE YEARS OF CREDITED
AVERAGE SERVICE(1)
ANNUAL ----------------------------------
COMPENSATIONHighest Estimated Annual Pension For
Five Year Representative Years of Credited Service(1)
Average Annual ----------------------------------------------------------
Compensation 10 15 20
- ------------- ---------- ---------- ------------------------ -------- -------- --------

$500,000... $ 125,000 $ 187,500 $ 250,000
750,000...500,000 $125,000 $187,500 $250,000
750,000 187,500 281,250 375,000
1,000,000..1,000,000 250,000 375,000 500,000
1,250,000..1,250,000 312,500 468,750 625,000
1,500,000..1,500,000 375,000 562,500 750,000
1,700,000..1,700,000 425,000 637,500 850,000

- ------------------------
1.----------
(1) The Company became obligated to continue retirement plans in which Mr.
Taylor and other Boston Globe executives participate when it acquired API
in 1993. The benefit under these plans is earned at a rate of 2% for each
year of service up to 35 years, except that each year of service over 25
is credited as 75% of a year. The maximum annual benefit payable with at
least 35 years of credited service is 65% of average annual compensation
for the five years immediately preceding retirement, assuming employment
by the Company until age 62. Under the plan, Mr. Taylor is entitled to an
annual retirement benefit of 65% of his final average annual compensation.

1918

The benefits described in the table above are calculated on a
straight-life annuity basis and are not subject to any reduction for Social
Security or other offset amounts.

For named executive officers (other than Mr. Taylor), annual covered
compensation for 19961997 is the sum of (i) the amount shown for 19961997 in column (c)
of the Summary Compensation Table above, and (ii) the portion of the annual
bonus earned for 1996 which was paid in 1996 plus the amount of such bonus which was deferred
by the executive, and (iii) the portion of the annual bonus earned for 1995
which was paid in 19961997 (including the cash equivalent
value of retirement units awarded in lieu of cash). ThePrior to 1997, the Company
generally payspaid 50% of the annual bonus earned for a particular year in that year
and pays the remainder early in the following year; however, the entire bonus amounts
payable as Annual Performance Awards
to Arthur Ochs Sulzberger and Arthur O. Sulzberger, Jr. and Arthur Ochs Sulzberger for 1995 and 1996 were
paid by their terms in the years following the years in which they were earned.1997. Annual covered compensation for 19961997 was $1,397,200$996,033
for Arthur O. Sulzberger, Jr., $743,789 for Russell T. Lewis, $1,420,200 for
Arthur Ochs Sulzberger;
$737,914Sulzberger and $623,871 for Russell T. Lewis; and $1,150,800 for Lance R. Primis.Diane P. Baker. Annual covered
compensation for 19961997 under the plan in which Mr. Taylor participates includes
the amount of 19961997 salary as shown in column (c) of the Summary Compensation
Table plus the amount of 19961997 bonus shown in column (d) of such Table.

The named executive officers had the following full years of credited
service as of December 29, 1996: Arthur Ochs Sulzberger: 45; Russell T. Lewis:
25;28, 1997: Arthur O. Sulzberger, Jr.: 18;19; Russell T.
Lewis: 26; Arthur Ochs Sulzberger: 46; William O. Taylor: 40; David L. Gorham: 22;41; and Lance R. Primis: 27.Diane P.
Baker: 2.

Under another plan which the Company became obligated to continue when it
acquired API in 1993, Mr. Taylor is entitled to a payment at his termination of
employment equal to 40 weeks of his compensation at that time.

PERFORMANCE PRESENTATIONPerformance Presentation

The following graph shows the annual cumulative total shareholder return
for the five years ending December 31, 1996,1997, on an assumed investment of $100 on
December 31, 1991,1992, in the Company, the Standard & Poor's S&P 500 Stock Index and
an index of a peer group of communications companies. The peer group returns are
weighted by market capitalization at the beginning of each year. The peer group
is comprised of the common stocks of the Company and the following other
communications companies: Dow Jones & Company, Inc., Gannett Co., Inc., Knight-Ridder, Inc.,Knight
Ridder, Media General, Inc., The Times Mirror Company, Tribune Company and The
Washington Post Company. Shareholder return is measured by dividing (a) the sum
of (i) the cumulative amount of dividends declared for the measurement period,
assuming monthly reinvestment of dividends and (ii) the difference between the
issuer's share price at the end and the beginning of the measurement period by
(b) the share price at the beginning of the measurement period.

Also shown below are the related annual percentage changes in shareholder
return for each of the five years shown in the graph. The information shown in
the chart has been derived from the graph.

2019

STOCK PERFORMANCE COMPARISON BETWEEN S&P 500,[THE FOLLOWING TABLE WAS DEPICTED AS A LINE GRAPH IN THE NEW YORK TIMES
COMPANY'S CLASS A COMMON STOCK AND PEER GROUP COMMON STOCK

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHICMATERIAL]

NYTCStock Performance Comparison Between S&P 500, PEER GROUP

12/31/1991 100 100 100
12/31/1992 114 108 113
12/31/1993 116 118 131
12/31/1994 100 120 122
12/31/1995 137 165 156
12/31/1996 178 203 192

ANNUAL PERCENTAGE CHANGE IN TOTAL RETURN

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

NYTC PEER GROUPThe New York Times
Company's Class A Common Stock and Peer Group Common Stock

NYT Peer Group S&P 500
--- ---------- -------

12/31/92 14 13 8$ 100 $ 100 $ 100
12/31/93 2 17 10$ 102 $ 117 $ 110
12/31/94 -14 -7 1$ 88 $ 109 $ 111
12/31/95 37 28 38$ 120 $ 139 $ 153
12/31/96 31 23 23$ 157 $ 171 $ 189
12/31/97 $ 276 $ 265 $ 251

21[THE FOLLOWING TABLE WAS DEPICTED AS A BAR GRAPH IN THE PRINTED MATERIAL]

Annual Total Return

NYT Peer Group S&P 500
--- ---------- -------

12/31/93 2% 17% 10%
12/31/94 -14% -7% 1%
12/31/95 37% 28% 38%
12/31/96 31% 23% 23%
12/31/97 76% 55% 33%

COMPENSATION COMMITTEE REPORTCompensation Committee Report

The Compensation Committee has furnished the following report on executive
compensation for inclusion in this proxy statement:Proxy Statement:

To the Stockholders of The New York Times Company:

In order to effectively serve the interests of the Company and its
stockholders, compensation for the Company's executive officers, including the
Chairman and the Chief Executive Officer, is designed to create incentives for
high levels of individual and Company performance and to reward such
performance. Annual bonuses are paid only if financial targets are achieved.
These targets are set by the Committee in advance in conjunction with its review
of the Company's strategic and operating plans. The Committee grants stock
options as part of executive compensation because it views stock options as a
means of motivating superior performance and directly linking the interests of
executives with those of stockholders. Stock options produce value for
executives only if the Company's stock price increases over the option price,
which is set at the market price on the date of grant.

In 1995,1996, the Committee, which consists solely of non-employee directors of
the Company, structured 19961997 compensation for executive officers to consist of
salary, an annual bonus potential and stock options. As noted above, annual
bonus amounts actually paid were based largely on the Company's financial
performance. A substantial share of total potential cash compensation for
executive officers depended on incentive bonus potentials and thus was tied to
Company performance. The more responsible the executive officer's position, the
greater the portion of potential total cash compensation that depended on
incentive bonus potentials.

Prior to the Committee's determination of salaries and annual cash bonus
potentials for Arthur Ochs Sulzberger, then the Company's Chief Executive
Officer, and itsthe Company's other executive officers, management reported to the
Committee on its review of survey data assembled by outside compensation
consultants. The data analyzed total actual cash compensation for comparable
executive positions at United States media companies, including those companies
in the peer group used in the graph showing comparative stock performance. The
companies surveyed had revenues ranging from approximately $250$50 million to $3.8$4.5
billion; the consultants' analysisanalyses took into account the effect of revenue size
on the compensation practices of individual companies. The data were used to set
target annual cash compensation for executive officers slightly above the
midrange of companies surveyed and to allocate a significant portion of such
compensation to performance-based annual bonus potentials.

Salaries for executive officers are generally reviewed annually and were
set for 19961997 in late 1995.1996. Increases in salary range midpoints over 1995,1996,
including increases for the named executive officers, were based on a review of
the competitive data. The 19961997 salary midpoints for the Company's executive
officers were generally within the midrange of practices for media companies
surveyed, taking into account the Company's revenue size. In setting
compensation for individual executive officers, the Committee considered
individual performance and responsibilities, performance of the executive's
operating unit where applicable and the performance of the Company as a whole.
The Committee believes these salaries are appropriate in light of salaries paid
for comparable positions at other companies and the individual performance and
responsibilities of the executives.

In October 1997, Mr. Sulzberger retired as Chairman and Chief Executive
Officer and Arthur O. Sulzberger, Jr. was appointed Chairman of the Company and
Russell T. Lewis was appointed Chief Executive Officer. Mr. Sulzberger continues
to serve the Company as Chairman Emeritus. In recognition of their new
responsibilities, their individual performances and competitive practices, the
Committee increased the base salaries of Messrs. Sulzberger, Jr. and Lewis to
$575,000 and $570,000 respectively, effective November 1, 1997. In making this
determination, the Committee reviewed data assembled by outside compensation
consultants concerning the compensation for similar positions of other companies
of comparable size. Mr. Sulzberger continued to receive his salary through the
end of 1997.

Annual bonus potentials for 19961997 were set for executive officers in late
1995.1996. The amounts actually paid depended principally on the level of achievement
of performance against financial targets which were also set by the Committee in
late 19951996 and, to a lesser extent, an individual's performance and contribution
to other operating unit and corporate goals. These targets were largely based on
operating earnings of the Company or of the person's operating unit and were
generally substantially exceeded for 1996.1997. The 1997 bonus potentials for Messrs.
Sulzberger, Jr. and Lewis were not increased by the Committee upon their
promotions in October 1997. Bonus potentials for such individuals for 1998 were
set at amounts deemed appropriate for their current positions.

In February 1998, the Committee determined to alter the way it structured
long-term compensation for certain executives, including the majority of its
executive officers. Eighteen members of management, including Messrs.
Sulzberger, Jr. and Lewis, were made eligible for long-term bonus awards that
become payable at the end of a three-year cycle. The amount of payments will
depend on the total return to holders of Class A Common Stock (increase in stock
price plus reinvested dividends) relative to the total return to the holders of
stock of the publicly-traded media companies described in the Proxy Statement
under "Performance Presentation."

The number of stock options granted to each executive officer in 19961997
depended on the degree of responsibility of the executive officer's position.
The number was based on a review of survey data supplied by outside compensation
consultants of stock option grants and other long-term compensation paid to

executives at comparable salary levels at other media companies. In granting
options, the Company's goals are to attract, retain and motivate the highest
caliber of executives by offering a competitive combination of annual and
long-term compensation and to link a significant portion of executives' total
compensation to the interests of stockholders. To implement these goals, the
Company's grants were generally made at the 75th percentile offor option grants
made by media companies in the survey data.survey. In 1997, the Committee granted Messrs.
Sulzberger, Jr. and Lewis options in amounts deemed appropriate for their
current positions; Mr. Sulzberger received no options in 1997. In connection
with the award of the three-year bonus potentials discussed above, Mr.
Sulzberger, Jr. has requested the cancellation of 15,700 options granted to him
in 1997. The effect of the cancellation of these options will be that the value
of Mr. Sulzberger, Jr.'s total compensation, determined on a present value basis
and using the Black-Scholes method of option valuation, will not increase as a
result of his participation in the long-term award program. All stock options
have an exercise price equal to the average of the highest and lowest market
price of the Class A Common Stock reported on the date of grant. In order to
assure the retention of high level executives and to tie the compensation of
those executives to the creation of long-term value for stockholders, the
Committee provided that these stock options become exercisable in equal portions
over a four-year period. The number of options previously granted that remain
outstanding was not considered in making option grants in 1996.1997.

The Internal Revenue Code has set certain limitations on the deductibility
of compensation paid to a public company's five most highly compensated
executive officers. In 1995, stockholders of the Company approved amendments to
the Company's 1991 Executive Cash Bonus Plan and 1991 Executive Stock Incentive
Plan that willto insure that compensation paid by the Company to executive officers
pursuant to these plans willwould be deductible by the Company for federal income
tax purposes. All compensation paid to the Company's executive officers in 19961997
was deductible by the Company in accordance with such provisions of the Internal
Revenue Code. The annualTo enable the Committee to alter the way it structures bonus
compensation for the top executive officers as described above, the Committee
has recommended certain amendments to the plans that will insure that bonuses
paid to Mr. Sulzbergerexecutive officers under the new structure will be deductible by the
Company for federal income tax purposes.

In 1996 was equal to the amount
paid for 1995. This is because in both yearsand 1997 the earnings per share targets and operating unit targets
set for the annual bonusbonuses for Mr. Sulzberger, Mr. Sulzberger, Jr. and Mr. Lewis
were met orsubstantially exceeded, substantially, resulting in bonus payouts at the maximum amounts
permitted under the plan. Mr. Sulzberger's annual bonusAnnual bonuses for 19961997 represented approximately 59%the
following percentages of his total cash compensation for 1996.1997 for each of them: Mr.
Sulzberger, 58%; Mr. Sulzberger, Jr., 51%; and Mr. Lewis, 57%.

The Committee believes that 1997 compensation for Mr. Sulzberger's 1996 compensationSulzberger, Mr.
Sulzberger, Jr. and Mr. Lewis was appropriate in light of his roletheir roles in the
Company's recent performance, whichperformance: in 1996 included significantly improved performance over 1995 in most lines1997, exclusive of business and inspecial items, the Company's
earnings per share and its operating profit increased more than 30% over 1996.
Other important factors in the determination of their compensation included, in
the case of Mr. Sulzberger, his years of experience and stature in the
communications business,industry and his role in restructuringplanning and implementing a transition
to a strong, new leadership team for the Company. In the case of Mr. Sulzberger,
Jr., additional factors included the strong financial performance of The New
York Times and the implementation of the significant new design, production and
editorial enhancements to The New York Times. In the case of Mr. Lewis,
additional factors included his role in refining the Company's strategic
direction and ensuring the cohesion of senior management team.management.

Richard L. Gelb, CHAIRMANChairman
John F. Akers
Louis V. Gerstner, Jr.
Robert A. Lawrence
Charles H. Price II

2322

- --------------------------------------------------------------------------------
PROPOSAL NUMBERProposal Number 2
SELECTION OF AUDITORSApproval of Amendments to 1991 Executive Stock Incentive
and 1991 Executive Cash Bonus Plans
- --------------------------------------------------------------------------------

Purpose of Amendments

The Company is proposing amendments (the "Amendments") to the Company's
1991 Executive Stock Incentive Plan (the "Stock Plan") and 1991 Executive Cash
Bonus Plan (the "Cash Plan," and the Stock Plan and Cash Plan being collectively
referred to as the "Plans" and individually as a "Plan") for approval by the
holders of the Class A and Class B Common Stock. The forms of the Stock Plan and
Cash Plan, as proposed to be amended, are annexed to this Proxy Statement as
Annexes A and B respectively. The Board of Directors, acting on the
recommendation of the Compensation Committee, has approved the Amendments
subject to such stockholder approval.

Adoption of the Amendments is being proposed in connection with a new
long-term performance award program for senior executives based on the total
return to stockholders over a three-year period. The Company believes this
program will make the compensation of the Company's senior executives more
competitive and will provide a means in addition to stock options of linking
executive pay with shareholder interests. The program will also enable the
Company to approximate the variety of forms of long-term compensation other
publicly traded media companies offer executives.

Adoption of the Amendments will incorporate into the Plans certain
provisions required to insure that all incentive compensation paid by the
Company will be deductible by the Company for federal income tax purposes. Under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations issued thereunder by the Internal Revenue Service (the
"Regulations"), a publicly held corporation, such as the Company, must satisfy
certain conditions in order to retain its federal income tax deduction for
compensation in excess of $1 million per year paid to its chief executive
officer or any of the four other officers whose compensation is required to be
disclosed in its annual proxy statement ("Affected Officers"). The Plans
currently allow the Company to pay incentive compensation based on the
achievement of specified annual performance criteria, and such compensation
satisfies Section 162(m)'s conditions for deductibility. The Amendments will
allow incentive compensation based on performance over a period in excess of one
year that also will satisfy Section 162(m). The Amendments also will add certain
additional annual performance-related criteria to the Plans.

Summary of Plans

Under the Plans, the Compensation Committee may authorize incentive
compensation awards ("Awards") to executives and other key employees. The
aggregate amount of Awards under the Plans is limited to 4% of Income Before
Income Taxes (as defined in the Plans and subject to adjustments for
extraordinary events), with unused amounts being available in subsequent years.
Directors who are not employees of the Company are not eligible for
participation in either of the Plans. All executive officers and employee
directors (17 individuals) and 13 additional employees are eligible to receive
Awards.

The Compensation Committee may make Awards of cash or Class A Common
Stock, which may be delivered immediately, in installments or on a deferred
date; "Restricted Stock," which is a stock Award conditioned on the recipient's
continued employment for a specified period; "Retirement Units," which entitle
the recipient to receive Class A Common Stock upon retirement; "Performance
Awards," which entitle the recipient to receive stock or cash in an amount which
depends on the financial performance of the Company during a specified period of
more than one year; or "Annual Performance Awards," which entitle Affected
Officers to receive stock or cash in an amount which depends on the achievement
of annual targets established by the Compensation Committee under one or more
specified Performance Goals. Awards under the Cash Plan may be paid only in
cash. Awards under the Stock Plan may be in stock, Retirement Units or cash. The
maximum number of shares of the Class A Common Stock available under the Stock
Plan for Awards is 1,000,000 shares (of which 962,670 remained available as of
February 25, 1998) subject to adjustment in the case of a stock split, stock
dividend, reclassification or certain other events.

In addition to Awards, the Stock Plan provides for the granting of stock
options ("Options"). All executive officers and employee directors and
approximately 490 additional employees are eligible for Option grants. The

maximum number of shares of Class A Common Stock that may be issued pursuant to
Options is 20,000,000 (of which 7,685,763 remained available as of February 25,
1998), subject to adjustment in the case of a stock split, stock dividend,
reclassification or certain other events. The Amendments do not affect the
provisions of the Stock Plan pertaining to Options.

Material Changes Effected by the Amendments

Long-Term Performance Awards. Under the amended Plans, subject to approval
by the holders of the Class A and Class B Common Stock, in addition to the
Awards currently provided thereunder, the Compensation Committee will be able to
make "Long-Term Performance Awards." These are Awards payable based upon the
achievement of performance targets measured over a period in excess of one year
established by the Compensation Committee under one or more Long-Term
Performance Goals specified in the amended Plans.

The Long-Term Performance Goals are defined as the attainment over a
period in excess of one year of a target or targets based on one or more of the
following: (i) increase in shareholder value; (ii) earnings per share; (iii) net
income; (iv) return on assets; (v) return on stockholders' equity; (vi)
operating cash flow (of the Company or a division or subsidiary); or (vii)
operating profit (of the Company or a division or subsidiary).

Long-Term Performance Awards are available each year only to certain key
business leaders and members of senior management designated by the Compensation
Committee. Each year the Compensation Committee may make Long-Term Performance
Awards to eligible participants and will specify the terms of each such Award,
including the potential dollar amount, the measurement period and the specific
performance targets under one or more Long-Term Performance Goals. The
determination of eligibility and the grant of Long-Term Performance Awards must
be made prior to March 31 of each year (or such later date as permitted by the
Regulations). No participant may receive a Long-Term Performance Award in any
year with a maximum potential payout in excess of $1,500,000.

Payment of Long-Term Performance Awards will be made as soon as
practicable after the Compensation Committee certifies that the Long-Term
Performance Goal targets have been met, provided that if Section 162(m) and the
Regulations permit, the Compensation Committee may pay a portion of the Award
earned for any period in the last month of such period. Under the terms of the
Plans as amended by the Amendments, the Compensation Committee retains the
discretion to pay an amount pursuant to a Long-Term Performance Award that is
less than the maximum amount calculated pursuant to the Long-Term Performance
Goal for the year. In addition, the amended Plans permit the Compensation
Committee to defer the payment of all or a portion of any Long-Term Performance
Award. In the event that a Plan participant leaves the employ of the Company due
to death, disability or retirement during a Long-Term Performance Award period,
such individual (or his or her estate) will be entitled to a pro rata payment at
the end of the period based on the portion of such period in which such
individual was employed. Compensation earned under a Long-Term Performance Award
will be exempt from the deductibility limitation of Section 162(m).

Annual Performance Awards. Annual Performance Awards entitle Affected
Officers to receive incentive compensation based on specified annual Performance
Goals. Compensation earned by an Affected Officer under an Annual Performance
Award is exempt from the deductibility limitation of Section 162(m). The
Performance Goals are earnings per share, net income, return on assets, return
on stockholders' equity, and operating profit (of the Company or a division or
subsidiary). In addition to the foregoing, the Amendments will permit Annual
Performance Goals to be based on the attainment of targeted operating cash flow
(of the Company or a division or subsidiary) or increase in shareholder value.

New Benefits

For 1998, subject to approval of the Amendments by the stockholders, the
Compensation Committee set targets for potential Long-Term Performance Awards to
18 individuals, including Arthur O. Sulzberger, Jr., Chairman of the Board and
Publisher of The New York Times, and Russell T. Lewis, President and Chief
Executive Office. In connection with the award to Mr. Sulzberger, Jr., he
requested the cancellation of 15,700 Options granted to him in 1997. The
following table sets forth information regarding such Awards.

Name and Position Long-Term Performance Award (1998-2000)(1)
- ----------------- ------------------------------------------

Arthur O. Sulzberger, Jr. $ 400,000
Chairman of the Board and Publisher
of the The New York Times

Russell T. Lewis $ 400,000
President and Chief Executive Officer

All executive officers, as a group $1,900,000
(12 executive officers are eligible
for awards)

- ----------
(1) The Long-Term Performance Goal selected by the Committee is the increase
in shareholder value and the measurement period will be the three-year
period commencing January 1, 1998. Increase in shareholder value will be
measured by the total return to holders of Class A Common Stock relative
to the total return to holders of stock in the companies comprising the
"peer group" described under "Performance Presentation" for the three-year
period 1998 - 2000. Total Return for a period is measured by dividing (a)
the sum of (i) cumulative amount of dividends declared for such period
(assuming reinvestment) and (ii) the difference between the issuer's share
price at the end and the beginning of such period, by (b) the share price
at the beginning of the period. The actual amount paid will range from $0
to 175% of the stated amount depending on the extent to which performance
targets are partially met or exceeded.

Amendments; Non-exclusivity

The Board may, in its discretion, amend the Plans at any time; provided,
however, that no amendment that would materially affect the limitation on the
annual accrual of available amounts for Awards under the Plans may be made
unless such amendment is approved by the holders of a majority of the
outstanding shares of Class A and B Common Stock entitled to vote on such
amendment, voting as a single class. In addition, the Board may make no change
that would prevent incentive stock options granted under the Stock Plan from
being incentive stock options without the consent of the optionees concerned,
and the Board may not make any amendment to the Stock Plan which (1) changes the
class of persons eligible for incentive stock options, (2) increases the total
number of shares for which Options may be granted, or (3) increases the total
number of shares authorized for stock Awards, without the approval of the
holders of a majority of the outstanding shares of Class A and Class B Common
Stock entitled to vote thereon, voting together as one class.

Participation in the Plans is not exclusive and does not prevent a Plan
participant from participating in any other compensation plan of the Company or
from receiving any other compensation from the Company. Plan participants may
receive more than one type of Award under the Plans.

The Compensation Committee believes that bonuses are an important part of
overall compensation. If the Amendments are not approved by the stockholders, no
Long-Term Performance Awards will be made under the Plans; however, the
Compensation Committee will retain the right to pay each individual otherwise
eligible for such Long-Term Performance Award bonuses based on such criteria as
may be established by the Committee. In such event, a portion of such bonus may
not be deductible by the Company for federal income tax purposes.

Recommendation and Vote Required

The Board of Directors recommends a vote FOR the following resolution
which will be presented to the Annual Meeting:

RESOLVED, that the Amendments to the 1991 Executive Stock
Incentive Plan and the 1991 Executive Cash Bonus Plan be, and the
same hereby are, ratified, confirmed and approved.

The approval of the Amendments will be voted on as one proposal. The
affirmative vote of the holders of a majority of the outstanding shares of Class
A and Class B Common Stock entitled to vote thereon at the Annual Meeting, in
person or by proxy, voting together as a single class, is required for approval
of this resolution. As a result, abstentions and broker non-votes will have the
same effect as a vote against the proposal.

- --------------------------------------------------------------------------------
Proposal Number 3
Selection of Auditors
- --------------------------------------------------------------------------------

The Company has an Audit Committee of the Board of Directors, whose
members are appointed annually by the Board. The Audit Committee currently
consists of George B. Munroe, Chairman, A. Leon Higginbotham, Jr., George L.
Shinn and Donald M. Stewart, and Cyrus R. Vance, none of whom is an employee of the Company.

The Audit Committee has selected the firm of Deloitte & Touche LLP,
independent certified public accountants, as auditors of the Company for the
fiscal year ending December 28, 1997,27, 1998, subject to ratification of such selection
by the Class A and Class B stockholders of the Company voting together as one
class. Deloitte & Touche LLP and its predecessor firm, Deloitte Haskins & Sells,
havehas audited the financial statements of the Company
for many years.

The Company has been informed by Deloitte & Touche LLP that such firm has
no direct financial interest nor any material indirect financial interest in the
Company or any of its affiliated companies. Neither Deloitte & Touche LLP nor
its predecessor has not had
any connection during the past five years with the Company or any of its
affiliated companies in the capacity of promoter, underwriter, voting trustee,
director, officer or employee.

A representative of Deloitte & Touche LLP will be present at the Annual
Meeting and will be afforded the opportunity to make a statement if he decides
to do so. Such representative will also be available to respond to appropriate
questions from stockholders at the Annual Meeting.

The Board of Directors recommends a vote FOR the following resolution
which will be presented to the meeting:

RESOLVED, that the selection, by the Audit Committee of the
Board of Directors, of Deloitte & Touche LLP, independent certified
public accountants, as auditors of the Company for the fiscal year
ending December 28, 1997,27, 1998, is hereby ratified, confirmed and
approved.

The affirmative vote of the holders of a majority of the shares of Class A
and Class B Common Stock represented at the Annual Meeting, in person or by
proxy, voting together as one class, is required for approval of this
resolution. As a result, an abstention or a broker non-vote will have the same
effect as a vote against the foregoing resolution.

- --------------------------------------------------------------------------------
OTHER MATTERSOther Matters
- --------------------------------------------------------------------------------

DISCRETIONARY AUTHORITY TO VOTE PROXYDiscretionary Authority to Vote Proxy

Management does not know of any other matters to be considered at the
Annual Meeting. If any other matters do properly come before the meeting, the
Proxy will be voted in respect thereof in accordance with the best judgment of
the persons authorized therein, and the discretionary authority to do so is
included in the Proxy.

ANNUAL REPORT; ANNUAL REPORT ON FORMAnnual Report; Annual Report on Form 10-K

The Annual Report of the Company for the year 19961997 accompanies this Proxy
Statement. The Company's 19961997 Annual Report on Form 10-K, as filed with the SEC,
which includes audited financial statements, is included in the Company's Annual
Report.

24
Stockholders who would like an additional copy of the Company's 19961997
Annual Report on Form 10-K may obtain it, free of charge, upon request to the
Secretary of the Company.

SUBMISSION OF STOCKHOLDER PROPOSALS26

Submission of Stockholder Proposals

Stockholders who intend to present proposals at the 19981999 Annual Meeting
must insure that such proposals are received by the Secretary of the Company not
later than December 8, 1997.November 4, 1998. Such proposals must meet the requirements of the
SEC to be eligible for inclusion in the Company's 19981999 proxy materials.

By Order of the Board of Directors.

/s/ Laura J. Corwin

LAURA J. CORWIN
SECRETARYVice President and Secretary
New York, N. Y.
April 7, 1997

25N.Y.
March 4, 1998

FROM DOVER / EASTERN SHORE
Take Route 13 South. Cross the Chesapeake Bay Bridge Tunnel ($10.00). Continue
on Route 13 South (Northhampton Blvd.) to I-64 East (Chesapeake / Suffolk).
Follow I-64 East to exit 284 for Norfolk (I-264 West). Continue on I-264 West
and take exit 9, (left exit) Waterside Drive. Follow the Downtown Norfolk
Directions.

FROM RICHMOND
Take I-64 East. Follow signs for Norfolk. Cross the Hampton Roads Bridge Tunnel.
Take exit 284 for Norfolk (I-264 West). Continue on I-264 West and take exit 9,
(left exit) Waterside Drive. Follow the Downtown Norfolk Directions.

FROM RALEIGH
Take Route 64 East toward Rocky Mount. At Rocky Mount take I-95 North. Use exit
11 at Emporia to Route 58 East. Continue on Route 58 East toward Suffolk, VA.
After Suffolk, Route 58 East will become 3 lanes. Stay in the center lane,
following signs for Norfolk. Road will split, center lane will veer right.
After split there will be four lanes. Use left or center lanes which will
become I-264 East. Follow signs for Norfolk. Continue on I-264 East through the
Downtown Tunnel. After the tunnel, go over the 4-lane bridge (Berkeley Bridge).
Use center lane for Waterside Drive Exit. Folow the Downtown Norfolk Directions.

FROM THE AIRPORT
Leaving the Airport, continue straight to I-64 East. Take exit 284 for Norfolk
(I-264 West). Continue on I-264 West and take exit 9, (left exit) Waterside
Drive. Follow the Downtown Norfolk Directions.

DOWNTOWN NORFOLK TO WTKR-TV NEWSCHANNEL 3
Follow Waterside Drive as it curves around and continues straight, (approx. 1
mile). Waterside Drive turns into Boush Street. Park in the Bute Street Parking
Garage. It is on the (left) corner of Boush and Bute. WTKR-TV NewsChannel 3 is
within one walking block, 720 Boush Street, corner of Brambleton and Boush
Street.

Annex A

THE NEW YORK TIMES COMPANY
CLASS A
Proxy Solicited on Behalf1991 EXECUTIVE STOCK INCENTIVE PLAN
AS PROPOSED TO BE AMENDED*

1. NAME AND GENERAL PURPOSE

The name of this plan is The New York Times Company 1991 Executive Stock
Incentive Plan (hereinafter called the "Plan"). The purpose of the Board of Directors of
PPlan is to
enable the Company for Annual Meeting on May 16, 1997
R
O The undersigned hereby constitutes(as hereinafter defined) to retain and appoints Arthur Ochs Sulzberger,
X Laura J.Corwinattract executives who
enhance its tradition and Solomon B. Watson IV,contribute to its success by their ability, ingenuity
and each of them, as proxies with
Y full power ofsubstitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or at any adjournments thereof,industry, and to vote on all matters
coming before said meeting including the proposals indicated on the reverse
side hereof.

Election of Class A Directors. Change of Address
Nominees:

A. Leon Higginbotham, Jr., ----------------------------------
Robert A. Lawrence, Charles H. Price II, ----------------------------------
Donald M. Stewart, William O. Taylor ----------------------------------
----------------------------------
(If you have writtenenable them to participate in the above
space, please mark the
corresponding box on the reverse
side of this card)

You are encouraged to specify your choices by marking the appropriate boxes
- -SEE REVERSE SIDE-but you need not mark any boxes if you wish to vote in
accordance with the Board of Director's recommendations. Your shares cannot be
voted unless you signlong-term success and
return this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

0473

[x] Please mark your votes as in this example.

This proxy when properly executed will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the election of
Class A directors and FOR proposal 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1 and 2.
- --------------------------------------------------------------------------------

For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class A Directors of Deloitte & Touche LLP
(see reverse) as auditors

For, except vote withheld from the following nominee(s)

- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

This proxy is solicited on behalfgrowth of the Board of Directors forCompany.

2. DEFINITIONS

(a) "Awards"--has the Annual Meeting
on May 16, 1997.

Your signature on the proxy is your
acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated
April 7, 1997.

The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or at any adjournment
thereof.

Change of
address on [ ]
Reverse Side

Signature(s) Date
---------------------------------------- ------------------------
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

THE NEW YORK TIMES COMPANY CLASS B
Proxy Solicited on Behalf ofmeaning specified in Section 12 hereof.

(b) "Board"--means the Board of Directors of the Company.

(d) "Code"--means the Internal Revenue Code of 1986, as amended.

(e) "Committee"--means the Committee referred to in Section 3 of the Plan.
If at any time no Committee shall be in office then the functions of the
Committee specified in the Plan shall be exercised by those members of the Board
who are Non-Employee Directors.

(f) "Common Stock"--means shares of the Class A Common Stock of the Company.

(g) "Company"--means The New York Times Company, a corporation organized
under the laws of the State of New York (or any successor corporation), and,
unless the context otherwise requires, its subsidiaries (as hereinafter defined)
and other non-corporate entities in which it owns directly or indirectly 20% or
more of the equity interests. A "subsidiary" means any corporation in which the
Company possesses directly or indirectly 50% or more of the combined voting
power of all classes of stock.

(h) "Consolidated Statement of Income"--means the consolidated statement of
income (or any comparable statement, however designated) of the Company, audited
by the independent certified public accountants of the Company and contained in
the Company's annual report to stockholders or proxy statement.

(i) "Disability"--means total disability as defined under the Company's
long-term disability plan, whether or not the Participant is covered by such
plan, as determined by the Committee.

(j) "Fair Market Value"--means the arithmetic mean of the highest and lowest
sales prices of the Common Stock as reported in the Consolidated Transactions of
the American Stock Exchange ("AMSE") (or such other national securities exchange
on which the Common Stock may be listed at the time of determination, and if the
Common Stock is listed on more than one exchange, then on the one located in New
York or if the Common Stock is listed only on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), then on such system)
on the date of the grant or other date on which the Common Stock is to be valued
hereunder. If no sale shall have been made on the AMSE, such other exchange or
the NASDAQ on such date or if the Common Stock is not then listed on any
exchange or on the NASDAQ, Fair Market Value shall be determined by the
Committee in accordance with Treasury Regulations applicable to incentive stock
options.

- ------------------------
* Proposed additions are indicated by the underscored language and deletions
by a caret.

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(k) "Income Before Income Taxes"--means the amount designated as Income
Before Income Taxes for the applicable year and shown separately on the
Consolidated Statement of Income for such year.

(l) "Non-Employee Director"--means any Director of the Company who at the
time of acting is a "Non-Employee Director" under Rule 16b-3 or any successor
rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

(m) "Participant"--means a key employee of the Company who is selected by
the Committee to participate in any one or more parts of the Plan from among
persons who in the judgment of the Committee are key employees of the Company.
In general, key employees are those employees who have principal responsibility
for, or who contribute substantially to, the management efficiency, editorial
achievement or financial success of the Company. Only employees of The New York
Times Company, its subsidiaries and other non-corporate entities in which it
owns directly or indirectly 40% or more of the equity interests are eligible to
participate in the Plan.

(n) "Retirement"--means retirement as defined by the terms of "The New York
Times Companies Pension Plan" which became effective December 31, 1988, or any
successor retirement plan, whether or not the Participant is a member of such
retirement plan, and, in the case of employees of Affiliated Publications, Inc.,
or any subsidiary thereof, who retire under the terms of the Globe Newspaper
Company Retirement Plan, which became effective January 1, 1994 (the "Globe
Pension Plan") or any successor retirement plan, "Retirement" shall also mean
retirement as defined by the terms of the Globe Pension Plan or any successor
plan.

3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Board or the Committee appointed by it
and composed of two or more directors all of whom shall be Non-Employee
Directors. The membership of the Committee shall be constituted so as to comply
at all times with the applicable requirements of Rule 16b-3, and with the
administration requirements of Section 162(m)(4)(C) of the Code. The Committee
shall serve at the pleasure of the Board and shall have such powers as the Board
may from time to time confer upon it.

4. OPTIONS AND AWARDS UNDER THE PLAN

Options, which include "Non-Qualified Options" and "Incentive Stock Options"
or combinations thereof, are rights to purchase Common Stock. Non-Qualified
Options and Incentive Stock Options are subject to the terms, conditions and
restrictions provided in Part I of the Plan.

Awards under the Plan may include one or more of the following types, either
alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted Stock
Awards," (iii) "Retirement Unit Awards," (iv) "Annual Performance Awards," (v)
"Performance Awards" or "Other Awards" and (vi) Long-Term Performance Awards."

Stock Awards are granted under Part IIA of the Plan. Restricted Stock Awards
are granted under Part IIB of the Plan. Retirement Unit Awards are granted under
Part IIC of the Plan. Annual Performance Awards are granted under Part IID of
the Plan. Performance Awards or Other Awards are granted under Part IIE of the
Plan. Awards are subject to the terms, conditions and restrictions provided in
the respective subparts of Part II of the Plan. Annual Performance Awards will
be based exclusively on the criteria set forth in Section 27A. Long-Term
Performance Awards are granted under Part IIF of the Plan. Long-Term Performance
Awards will be based exclusively on the criteria set forth in Section 28A.

PART I STOCK OPTIONS

5. PURPOSE

The purpose of the Stock Option portion of the Plan is to provide an added
incentive for effective service and high levels of performance to Participants
by affording them an opportunity, under the terms of

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the Plan, to acquire Common Stock and thereby to increase their proprietary
interest in the continued progress and success of the Company.

6. DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS

(a) The Committee may grant options to purchase Common Stock ("Options") to
Participants in such amounts as the Committee may determine, subject to the
conditions and limitations set forth in the Plan. Options may be granted in
combination with Awards made under the Plan, and Options may be granted to any
Participant whether or not he or she was eligible for, or received, an Award.

(b) The number of shares of Common Stock with respect to which Options may
be granted to any key employee during any calendar year shall not exceed 200,000
(subject to adjustment as provided in Sections 28 and 29 hereof).

(c) There may be issued under the Plan pursuant to the exercise of Options,
an aggregate of not more than 20,000,000 shares of Common Stock, subject to
adjustment as provided in Sections 28 and 29 hereof. Shares of Common Stock
issued pursuant to Options may be either authorized but unissued shares,
treasury shares, reacquired shares, or any combination thereof. Any shares
subject to an Option which expires without being exercised shall be available
for issuance under new Options.

7. OPTION PRICE

The exercise price of Common Stock subject to Options granted pursuant to
the Plan shall be the Fair Market Value thereof at the time the Option is
granted. If a Participant owns or is deemed to be the owner of, by reason of the
attribution rules under Section 425(d) of the Code, more than 10% of the
combined voting power of all classes of the stock of the Company or any
subsidiary of the Company and an Option granted to such Participant is intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code, the option price shall be no less than 110% of the Fair Market Value of
the Common Stock on the date the Option is granted.

8. PAYMENT OF OPTION PRICE

The purchase price is to be paid in full when the Option is exercised and
stock certificates will be delivered only against such payment. Such purchase
price may be paid in such form as the Committee may determine. Payment of the
option price may be made (i) in cash, (ii) by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price, (iii) by delivering to the Company shares of
Common Stock previously owned, (iv) by electing to have the Company retain
Common Stock which would be otherwise issued on exercise of the Option, or (v)
any combination of the foregoing forms, all subject to the approval of the
Committee and to such rules as the Committee may adopt. In determining the
number of shares of Common Stock necessary to be delivered to or retained by the
Company, such Common Stock shall be valued at Fair Market Value.

9. TYPES OF STOCK OPTIONS

(a) Options granted under the Plan may be two types, an incentive stock
option ("Incentive Stock Option") and a non-qualified stock option
("Non-Qualified Option"). It is intended that Incentive Stock Options granted
hereunder shall constitute incentive stock options within the meaning of Section
422 of the Code. Anything in the Plan to the contrary notwithstanding, (i) no
provision of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be so exercised, so as to disqualify either the Plan or any Incentive Stock
Option granted under such provisions of the Code, and (ii) no Option designated
by the Committee as a Non-Qualified Option shall constitute an Incentive Stock
Option. In furtherance of the foregoing and not by way of limitation, no
Incentive Stock Option shall be granted to a Participant who is not an employee
of The New York Times Company or one of its subsidiaries.

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(b) If the aggregate Fair Market Value of the Common Stock (determined as of
the date of grant) for which any optionee may for the first time exercise
Incentive Stock Options in any calendar year under the Plan and any other stock
option plan of the Company, considered in the aggregate, exceeds $100,000, such
excess Incentive Stock Options will be treated as Non-Qualified Options.

10. TERMS OF STOCK OPTIONS

(a) Each Option will be for a term of not more than ten years from the date
of grant, except that if a Participant owns or is deemed to be the owner of, by
reason of the attribution rules of Section 425(d) of the Code, more than 10% of
the combined voting power of all classes of stock of the Company or any
subsidiary of the Company and an Incentive Stock Option is granted to such
Participant, the term of such Option shall be no more than five years from the
date of grant.

(b) An Option may not be exercised within one year after the date of grant
except in the case of the death of the optionee or upon termination of active
employment with the Company by reason of the Disability or Retirement of the
optionee during such period. Thereafter, an Option shall be exercisable in such
installments, if any, as the Committee may specify, and shall be exercisable
during the optionee's lifetime only by the optionee (or, if the optionee is
disabled, by any guardian or other legal representative appointed to represent
him or her) and, except as provided in subsections (c) and (d) below, shall not
be exercisable by the optionee unless at the time of exercise such optionee is
an employee of the Company.

(c) Upon termination of active employment with the Company by reason of
Disability or Retirement, an optionee (or, if the optionee is disabled, any
guardian or legal representative appointed to represent him or her) may exercise
all Options otherwise exercisable by him or her at the time of such termination
of employment (subject to the provisions of subsection (e) below) until the
expiration thereof. In the event an optionee dies while employed by the Company
or after termination of employment by reason of Disability or Retirement, the
person who acquired the right to exercise his or her Options by reason of the
death of the optionee, as provided in Section 30 hereof, may exercise such
Options otherwise exercisable at the time of death (subject to the provisions of
subsection (e) below) at any time until the expiration thereof.

(d) Upon termination of employment with the Company for Annual Meeting on May 16, 1997

P
R
O
X The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
Y Laura J.Corwin and Solomon B. Watson IV, and each of them, as proxies with
full power of substitution in each, to representany reason other
than death, Retirement or Disability, the undersignedoptionee may exercise all Options
otherwise exercisable by him or her at the time of such termination of
employment for an additional one year after such termination of employment. In
the event such optionee dies within such one-year period, the person who
acquired the right to exercise his or her Options by reason of the death of the
optionee, as provided in Section 30 hereof, may exercise such Options at any
time within the period of the greater of (i) the remainder of the one-year
period described in the foregoing sentence, or (ii) three months from the date
of the optionee's death. For purposes of this Section 10(d), in the event that
any optionee is rehired by the Company within one year of such optionee's
termination of employment with the Company, such optionee shall be deemed not to
have terminated employment for purposes of determining the expiration date of
all unexpired non-qualified stock options held by such individual on the date of
rehire, with the effect that such options shall continue to be exercisable at
any time until the expiration thereof (subject to the terms thereof and the
provisions of this Section 10).

(e) Notwithstanding any of the foregoing, no Option shall be exercisable in
whole or in part after the expiration date provided in the Option. In the event
of the death of the optionee while employed by the Company, or the Disability or
Retirement of the optionee, the Committee shall have the discretion to provide
for the acceleration of the exercisability of Options exercisable over a period
of time, or alternatively, to provide for all or any part of such Options to
continue to become exercisable in such installments as originally specified by
the Committee, or such revised installments as specified by the Committee at the
time of termination of employment (but in no event beyond the original
expiration date), in either case subject to such conditions as determined by the
Committee in its discretion.

A-4

(f) No Option shall be transferable otherwise than by will or by the laws of
descent and distribution. Notwithstanding the foregoing sentence, the Committee
may determine that Options granted to a Participant or a specified group of
Participants may be transferred by the Participant to one or more members of the
Participant's immediate family, to a partnership of which the only partners are
members of the Participant's immediate family, or to a trust established by the
Participant for the benefit of one or more members of the Participant's
immediate family; provided, however, that no Incentive Stock Options may become
transferable if inconsistent with Section 422 of the Code, unless the
Participant consents. For this purpose, "immediate family" means the
Participant's spouse, parents, children, grandchildren and the spouses of such
parents, children and grandchildren. A transferee described in this subsection
may not further transfer an Option. An Option transferred pursuant to this
subsection shall remain subject to the provisions of the Plan and shall be
subject to such other rules as the Committee shall determine.

11. OPTION AGREEMENTS

In consideration of any Options granted to a Participant under the Plan, if
requested by the Committee, such Participant shall enter into an Option
Agreement with the Company providing, in addition to such other terms as the
Committee may deem advisable, that the optionee must remain in the employ of the
Company for one year before such optionee will be entitled to exercise the
Option, except as provided in Section 10 hereof with respect to death,
Disability and Retirement, and specifying the installments, if any, in which
such Option shall become exercisable.

PART II AWARDS

12. FORM OF AWARDS

The Award portion of the Plan is designed to provide incentives for
Participants by the making of awards of supplemental compensation ("Awards").
The Committee, subject to the terms and conditions hereof, may make Awards to a
Participant in any one, or in any combination, of the following forms:

(a) Common Stock as provided in Part IIA of the Plan ("Stock Awards");

(b) Restricted Stock as provided in Part IIB of the Plan ("Restricted
Stock Awards");

(d) Annual MeetingPerformance Awards as provided in Part IID of Stockholdersthe Plan
("Annual Performance Awards");

(e) Performance Awards ("Performance Awards") or other forms of Awards
("Other Awards"), as provided in Part IIE of the Plan; and

(f) Long-Term Performance Awards as provided in Part IIF of the Plan
("Long-Term Performance Awards").

Awards may be made to a Participant whether or not he or she is receiving an
Option grant under Part I of the Plan for the year and whether or not he or she
receives an award under the Cash Plan.

Awards will be based on a Participant's performance in those areas for which
the Participant is directly responsible. Performance for this purpose may be
measured by the achievement of specific management goals such as, but not
limited to, an increase in earnings or the operating cash flow of the Company,
outstanding initiative or achievement in any department of the Company, or any
other standards specified by the Committee. Annual Performance Awards will be
based exclusively on the criteria set forth in Section 27A. Long-Term
Performance Awards will be based exclusively on the criteria set forth in
Section 28A.

A-5

13. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN
FOR ANY YEAR

(a) No accrual for Awards shall be made hereunder (or under the Cash Plan)
for any year unless cash dividends of not less than ten cents ($.10) per share
(subject to adjustment as provided in Sections 28 and 29 hereof) have been
declared on the outstanding Class A and Class B Common Stock of the Company
during such year.

(b) In the event that the above condition is met for any year during the
continuance of this Plan, the maximum aggregate amount that may be accrued for
Awards under the Plan and the Cash Plan for such year shall be 4% of Income
Before Income Taxes. The Committee, in its sole discretion, may make adjustments
in Income Before Income Taxes to take account of extraordinary, unusual or
infrequently occurring events and transactions, changes in accounting principles
that substantially affect the foregoing, or such other circumstances as the
Committee may determine warrant such adjustment.

(c) As soon as feasible after the close of each year, the independent
certified public accountants of the Company shall report the maximum amount that
may be accrued for Awards for such year under the formula described in Section
13(b), subject to the second sentence of such Section.

(d) If amounts are accrued in any year under the formula described in this
Section 13 and are not awarded in full in such year under the Plan and the Cash
Plan, such unawarded amounts may, in the discretion of the Committee, be carried
forward and be available for Awards under the Plan and under the Cash Plan in
any future year without regard to the provisions of Sections 13(a) or (b) of the
Plan applicable to Awards made in such year.

(e) Awards under the Plan for any year may not exceed the sum of (i) the
amount accrued for such year under Section 13(b) above plus (ii) unawarded
accrued amounts carried forward from previous years under Section 13(d) above
plus (iii) amounts that may become available for Awards pursuant to the last
sentence of Sections 15(c) and 27A hereof, minus (x) the amount of interest or
dividend equivalents set aside during such year pursuant to Sections 15(c) and
27A hereof and the amount of dividend equivalents allocated to Retirement Unit
Accounts during such year pursuant to Section 24 hereof, and minus (y) the
amount of awards made for such year under the Cash Plan (and any interest
equivalents allocated during such year pursuant to Section 10(b), 11(f) and
12(b) thereof). For this purpose, the amount of Awards of Common Stock under the
Plan shall be based on the Fair Market Value of the Common Stock subject to
Awards as of the date of grant of such Awards.

(f) Subject to Sections 28 and 29 hereof, the aggregate number of shares of
Common Stock for which Stock, Restricted Stock, Retirement Units, Annual
Performance Awards, and Performance and Other Awards may be made under the Plan
shall not exceed 1,000,000 shares, which shall be treasury shares reserved for
issuance of Awards under the Plan. Shares of Common Stock subject to, but not
issued under, any deferred Award which has been discontinued by the Committee
pursuant to the provisions hereof or any Restricted Stock which is forfeited by
any Participant shall again be available for Awards under the Plan.

14. DETERMINATION OF AWARDS AND PARTICIPANTS

(a) As promptly as practicable after the end of each year, the Committee may
make Awards (other than Annual Performance Awards and Long-Term Performance
Awards, which are to be made exclusively as set forth in Sections 27A and 28A,
respectively) for such year and determine the amounts to be carried forward for
Awards in future years. The Committee may also, in its discretion, make Awards
(other than Annual Performance Awards and Long-Term Performance Awards, which
are to be made exclusively as set forth in Sections 27A and 28A, respectively)
prior to the end of the year based on the amounts available under clauses (ii)
and (iii) of Section 13(e) and reasonable estimates of the accrual for the year
in question.

(b) The Committee shall have absolute discretion to determine the key
employees who are to receive Awards (other than Annual Performance Awards, which
are to be made exclusively as set forth in Sections 27A and 28A, respectively)
under the Plan for any year and to determine the amount of such Awards based

A-6

on such criteria and factors as the Committee in its sole discretion may
determine, such as the Company's operating cash flow and overall financial
performance. Recommendations as to the key employees who are to receive Awards
(including Annual Performance Awards and Long-Term Performance Awards) under the
Plan for any year and as to the amount and form of such Awards shall, however,
be made to the Committee by the chief executive officer of the Company. The fact
that an employee is selected as eligible for an Award shall not mean, however,
that such employee will necessarily receive an Award.

(c) A person whose employment terminates during the year or who is granted a
leave of absence during the year may, in the discretion of the Committee and
under such rules as the Committee may from time to time prescribe, be given an
Award with respect to the period of such person's service during such year.

15. METHOD AND TIME OF PAYMENT OF AWARDS

(a) Awards shall be paid in full as soon as practicable after the Award is
made; provided, however, that the payment of Annual Performance Awards and
Long-Term Performance Awards shall be subject to the provisions of Sections 27A
and 28A, respectively, and provided further, that the payment of any or all
Awards may be deferred, divided into annual installments, or made subject to
such other conditions as the Committee in its sole discretion may authorize
under such rules and regulations as may be adopted from time to time by the
Committee.

(b) The Committee's rules and regulations may include procedures by which a
Participant expresses a preference to the Committee as to the form of Award or
method of payment of an Award but the final determination as to the form and the
terms and conditions of any Award shall rest solely with the Committee.

(c) Awards deferred under the Plan shall become payable to the Participant
or, in the event of the Participant's death, as specified in Section 30 hereof,
in such manner, at such time or times (which may be either before or after
Retirement or other termination of service), and subject to such conditions as
the Committee in its sole discretion shall determine. In any year the Committee
shall have the discretion to set aside, for payment in such year or any future
year, interest on any deferred Award payable partly in cash, and amounts
equivalent to dividends on any deferred Award payable wholly or partly in stock;
provided, however, that the total amount of such interest and dividend
equivalents shall be deducted from the maximum amount available for Awards under
Section 13(e) of the Plan. Any forfeited deferred Awards (including any
forfeited stock at its Award value) shall be carried forward and be available
for Awards in any future year without regard to the provisions of Sections 13(a)
or (b) of the Plan.

16. INDIVIDUAL AGREEMENTS

(a) The Committee may in its discretion require that each Participant
receiving an Award enter into an agreement with the Company which shall contain
such terms and conditions as the Committee in its discretion may require.

(b) The Committee may cancel any unexpired, unpaid or deferred Award at any
time if the Participant is not in compliance with all applicable provisions of
the agreement referred to above, if any, and the Plan.

17. STATUS OF PARTICIPANTS

No Participant in this Plan shall be deemed to be a stockholder of the
Company, or to have any interest in any stock or any specific assets of the
Company by reason of the fact that deferred Stock Awards, Retirement Unit
Awards, Annual Performance Awards, Long-Term Performance Awards, Performance
Awards, Other Awards or dollar credits are to be recorded as being held for such
Participant's account to be paid in installments in the future. The interest of
all Participants shall derive from and be determined solely by the terms and
provisions of the Plan set forth herein.

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18. [INTENTIONALLY LEFT BLANK]

PART IIA STOCK AWARDS

19. DETERMINATION OF STOCK AWARDS

(a) Each year the Committee shall designate those Participants who shall
receive Stock Awards under this part of the Plan. Stock Awards are made in the
form of grants of Common Stock, which may be delivered immediately, in
installments or on a deferred date, as the Committee, in its discretion, may
provide.

(b) If the Committee determines that some portion of a Stock Award to a
Participant shall be treated as a deferred Stock Award and payable in annual or
other periodic installments, then the Participant will be notified in writing
when such deferred Stock Awards shall be paid and over what period of time. As
soon as feasible after the granting of such a Stock Award, there shall be
reserved out of the treasury shares of the Company, a number (which may include
a fraction) of shares of Common Stock equal to the number of shares of Common
Stock so awarded. In each year at the discretion of the Committee there may also
be allocated or credited to each Participant a dollar amount equal to the cash
dividends declared and paid by the Company on its Common Stock which the
Participant would have received had such Participant been the owner of the
number of shares of any Common Stock deferred for future payment. Any amounts
provided for pursuant to the preceding sentence shall become payable in such
manner, at such time or times, and subject to such conditions (which may include
provision for an amount equivalent to interest on such dividend equivalents at
rates fixed by the Committee) as the Committee in its sole discretion shall
determine; provided, however, that the total value of such dividend equivalents
(and any interest thereon) shall be deducted from the amount available for
Awards under the provisions of Section 13(e) of the Plan. The Committee in its
discretion may make appropriate equitable adjustments to such deferred Stock
Award to account for any dividends of property (other than cash) declared and
paid by the Company on its Common Stock, or to account for any other event
described in Sections 28 and 29 hereof.

PART IIB RESTRICTED STOCK AWARDS

20. DETERMINATION OF RESTRICTED STOCK AWARDS

Each year the Committee shall designate the Participants who shall receive
Restricted Stock Awards. Shares awarded under this part of the Plan, while
subject to the restrictions hereinafter set forth, are referred to as
"Restricted Stock."

21. TERMS OF RESTRICTED STOCK AWARDS

Any Award of Restricted Stock shall be subject to the following terms and
conditions and to any other terms and conditions not inconsistent with the Plan
as shall be prescribed by the Committee in its sole discretion and which may be
contained in the agreement, if any, referred to in Section 16 above (or in any
amendment thereto):

(a) DELIVERY OF RESTRICTED STOCK. Unless otherwise determined by the
Committee, the Company shall transfer treasury shares to each Participant to
whom an Award of Restricted Stock has been made equal to the number of
shares of Restricted Stock specified in the Award, and hold the certificates
representing such shares of Restricted Stock for the Participant for the
period of time during which such shares shall remain subject to the
restrictions set forth in the Award (the "Restricted Period"). Shares of
Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered by a Participant during the Restricted
Period, except as hereinafter provided. Except for the restrictions set
forth herein and unless otherwise determined by the Committee, a Participant
shall have all the rights of a stockholder with respect to the shares of
Restricted Stock comprising his or her Award, including, but not limited to,
the right to vote and the

A-8

right to receive dividends (which if in shares of Common Stock shall be
Restricted Stock under the same terms and conditions).

(b) LAPSE OF RESTRICTED PERIOD. The Restricted Period shall commence
upon the date of the Award (which unless otherwise specified by the
Committee shall be the date the Restricted Stock is transferred to the
Participant) and, unless sooner terminated as otherwise provided herein,
shall continue for such period of time as specified by the Committee in the
Award, which shall in no event be less than one year, and thereafter shall
lapse in such installments, if any, as provided by the Committee in the
Award.

(c) LEGEND. Each certificate issued in respect of shares of Restricted
Stock transferred or issued to a Participant under an Award shall be
registered in the name of the Participant and shall bear the following (or a
similar) legend:

"THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK
TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN")
APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED STOCK
AGREEMENT DATED (THE "AGREEMENT"), AND MAY NOT
BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE
RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH
PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE
COMPANY."

(d) DEATH OR DISABILITY. Unless the Committee shall otherwise determine
in the Award, if a Participant ceases to be heldemployed by the Company by
reason of death or Disability, the Restricted Period covering all shares of
Restricted Stock transferred or issued to such Participant under the Plan
shall immediately lapse.

(e) RETIREMENT. Unless the Committee shall otherwise determine in the
Award, the Restricted Period covering all shares of Restricted Stock
transferred to a Participant under the Plan shall immediately lapse upon
such Participant's Retirement, whether early or not.

(f) TERMINATION OF EMPLOYMENT. Unless the Committee shall otherwise
determine in the Award or otherwise determine at 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or atafter the date of grant,
if a Participant ceases to be employed by the Company other than due to a
condition described in Sections 21(d) or (e) above, all shares of Restricted
Stock owned by such Participant for which the Restricted Period has not
lapsed shall revert back to the Company upon such termination. Authorized
leave of absence or absence in military service shall constitute employment
for the purposes of this Section 21(f). Whether absence in government
service may constitute employment for the purposes of the Plan shall be
conclusively determined by the Committee.

(g) WAIVER OF FORFEITURE PROVISIONS. The Committee, in its sole and
absolute discretion, may waive the forfeiture provisions in respect of all
or some of the Restricted Stock awarded to a Participant.

(h) ISSUANCE OF NEW CERTIFICATES. Upon the lapse of the Restricted
Period with respect to any adjournments thereof,shares of Restricted Stock, such shares shall no
longer be subject to the restrictions imposed in the Award and shall no
longer be considered Restricted Stock for the purposes of the Award and the
Plan, and the Company shall issue new share certificates respecting such
shares registered in the name of the Participant without the legend
described in Section 21(c) in exchange for those previously issued.

A-9

PART IIC RETIREMENT UNIT AWARDS

22. DETERMINATION OF RETIREMENT UNIT AWARDS

Each year the Committee shall designate those Participants who shall receive
Retirement Unit Awards under the Plan. The Company shall create and maintain
appropriate records of account for each Participant which shall be designated as
the Participant's Retirement Unit Account.

23. CREDITS TO RETIREMENT UNIT ACCOUNTS

The Committee shall allocate to vote on all matters
coming before said meeting includingeach Participant selected to receive a
Retirement Unit Award for that year such dollar amount as the proposals indicatedCommittee shall
determine, taking into account the value of the Participant's services to the
Company. Such dollar amount shall thereupon be converted into Retirement Units
or fractions of Units and credited to each such Participant's Retirement Unit
Account in a number equal to the quotient obtained by dividing such allocated
dollar amount by the Fair Market Value of one share of Common Stock as of the
date the allocation is made.

24. DIVIDEND CREDITS

At the discretion of the Committee there may also be allocated in each year
to each Participant a dollar amount equal to the cash dividends declared and
paid by the Company on the reverse
sideCommon Stock which the Participant would have
received had such Participant been the owner of the number of shares of Common
Stock equal to the number of the whole Retirement Units (but not fractional
Units) credited to the Participant's Retirement Unit Account; provided, however,
that the total value of such dividend equivalents shall be deducted from the
amount available for Awards under Section 13 of the Plan. The dollar amounts
allocated shall be converted into and credited to the Participant's Retirement
Unit Account as Retirement Units or fractions thereof as set forth in Section 23
above as of the date on which such dividends were paid by the Company. No
interest shall be paid on the dollar amount so allocated to the Retirement Unit
Account of any Participant. The Committee in its discretion may make appropriate
equitable adjustments to such Retirement Unit Accounts to account for any
dividends of property (other than cash) declared and paid by the Company on its
Common Stock, or to account for any other event described in Sections 28 and 29
hereof.

Election25. RESERVATION OF STOCK AND ACCOUNTING RECORDS

The Company shall keep records of Class B Directors. Nominees:
Changethe Participant's Retirement Unit Account.
At the time of Address
John F. Akers, Richard L. Gelb, Ruth S.
Holmberg, Russell T. Lewis, George B. ------------------------------
Munroe, George L. Shinn, Arthur Ochs ------------------------------
Sulzberger, Arthur Ochs Sulzberger, Jr., ------------------------------
Judith P. Sulzberger ------------------------------
(If you have writtenany allocation to a Participant's account under Sections 23 or 24
hereof, there shall be reserved out of treasury shares of the Company a number
(which may include a fraction) of shares of Common Stock equal to the number of
Units or fraction thereof so allocated.

26. MATURITY AND PAYMENT AFTER MATURITY

(a) The Retirement Unit Account of each Participant shall mature upon such
Participant's death, Retirement or other termination of employment.

(b) After maturity, the Company shall deliver to the Participant (or in the
event of the death of the Participant, as specified in Section 30 hereof) in ten
approximately equal annual installments, shares of Common Stock equal in the
aggregate to the number of Retirement Units credited to the Participant's
Retirement Unit Account. Any fraction of a Unit credited to the Participant's
account at maturity shall be paid in cash with the first installment, the
fractional Unit being converted into cash at the Fair Market Value of the Common
Stock on such first payment date. The first such installment shall be paid
within 90 days after maturity. However, the Committee in its discretion at or
any time after maturity may, with the consent of the Participant (or the
beneficiary of a deceased Participant as specified in Section 30 hereof), (i)
defer the commencement of such distribution or defer any installment, (ii)
deliver full payment of the shares of Common Stock equal to the aggregate number
of Retirement Units credited to the Participant's

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Retirement Unit Account and the dollar amount credited thereto, or (iii) reduce
or increase the number of annual installments in which the payments are to be
made.

(c) So long as Retirement Units remain credited to the Retirement Unit
Account of a Participant subsequent to maturity, such account shall be credited
with the dollar amount allocated to the account as dividends as provided for in
Section 24 hereof. Any dollar amount so credited may be paid in cash with the
next succeeding annual installment made under Section 26(b) above, space, please markor in such
manner, at such time or times, and subject to such conditions as the Committee
in its sole discretion shall determine; provided, however, that in the case of
any dollar amount credited to an account after maturity in respect of a dividend
declared prior to maturity, such dollar amounts shall be converted to Retirement
Units as of the date of payment and the remaining installments of Common Stock
shall be increased accordingly.

PART IID ANNUAL PERFORMANCE AWARDS

27A. DETERMINATION OF ANNUAL PERFORMANCE AWARDS

(a) GENERAL. Each year the Committee may make Annual Performance Awards
under this part of the Plan; provided that no Participant may be eligible to
receive an Annual Performance Award hereunder and under the Cash Plan in the
same year.

(b) CERTAIN DEFINITIONS. For the purposes of this Section 27A, the
following terms shall have the meanings specified:

"Affected Officers" shall mean those executive officers of the Company
whose compensation is required to be disclosed in the Company's annual proxy
statement relating to the election of directors.

"Code Section 162(m)" shall mean Section 162(m) of the Code (or any
successor provision), and "Regulations" shall mean the regulations
promulgated thereunder, as from time to time in effect.

"Eligible Participants" shall have the meaning set forth in subsection
(c) below.

"Performance Adjustment" means, for any year, a factor ranging from 0%
to 200%, based upon the achievement of Performance Goal Targets established
by the Committee, that, when multiplied by an Eligible Participant's Target
Award, determines the amount of such Eligible Participant's Annual
Performance Award for such year.

"Performance Goal" means, for any year, the business criteria selected
by the Committee to measure the performance during such year of the Company
(or of a division, subsidiary or group thereof) from one or more of the
following:

(i) earnings per share of the Company for the year;

(ii) net income of the Company for the year;

(iii) return on assets of the Company for the year (net income of the
Company for the year divided by average total assets during such year);

(iv) return on stockholders' equity of the Company for the year (net
income of the Company for the year divided by average stockholders'
equity during such year);

(v) operating profit of the Company or of a division, subsidiary or
group thereof for the year;

(vi) operating cash flow of the Company or of a division, subsidiary
or group thereof for the year; and

(vii) increase in shareholder value as determined at the end of each
year.

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"Performance Goal Target" means, for any Performance Goal, the levels of
performance during a year under such Performance Goal established by the
Committee to determine the Performance Adjustment to an Eligible
Participant's Target Award for such year.

"Target Award" means, for any year, with respect to an Eligible
Participant, the dollar amount set by the Committee that, when multiplied by
the applicable Performance Adjustment, determines the dollar amount of such
Eligible Participant's Annual Performance Award.

(c) ELIGIBILITY. Annual Performance Awards are available each year only to
Plan Participants who are designated by the Committee, prior to March 31 of such
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), as likely to be Affected Officers for such year, whose annual
salary and bonus for such year are expected to exceed $1,000,000 and who are not
designated by the Committee as eligible for an annual performance award under
the Cash Plan for such year ("Eligible Participants").

(d) DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior to March 31 of each
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), the Committee will determine the Eligible Participants for such
year, will designate those Eligible Participants who will be entitled to earn an
Annual Performance Award for such year under this Plan, and will establish for
each such Eligible Participant for such year: (i) a Target Award, (ii) one or
more Performance Goals, and (iii) for each such Performance Goal, a Performance
Goal Target, the method by which achievement thereof will be measured and a
schedule of Performance Adjustment factors corresponding boxto varying levels of
Performance Goal Target achievement. In the event more than one Performance Goal
is established for any Eligible Participant, the Committee shall at the same
time establish the weighting of each such Performance Goal in determining such
Eligible Participant's Annual Performance Award. Notwithstanding anything in
this Section 27A to the contrary, the Annual Performance Award payable to any
Eligible Participant in any year may not exceed $1.5 million.

(e) PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f) below,
Annual Performance Awards will be paid as soon as practicable after the end of
the year to which it relates and after the Committee certifies the extent to
which the Performance Goal Target or Targets under the Performance Goal or Goals
have been met or exceeded. In the discretion of the Committee, an Annual
Performance Award may be paid in cash, shares of Common Stock, shares of
Restricted Stock (subject to the provisions of Section 21 hereof), Retirement
Units (subject to the provisions of Sections 23-26 hereof) or any combination
thereof. For this purpose, shares of Common Stock shall be valued at Fair Market
Value, and Restricted Stock and Retirement Units shall be deemed to have a value
equal to the Fair Market Value of the underlying Common Stock, in each case as
of the date of the Committee's determination to pay such Annual Performance
Award in such form or forms. If permitted by the Regulations and Code Section
162(m), the Committee may determine to pay a portion of an Annual Performance
Award in December of the year to which it relates. The Committee may not
increase the amount of an Annual Performance Award that would otherwise be
payable upon achievement of the Performance Target or Targets, but it may reduce
any Eligible Participant's Annual Performance Award in its discretion. Subject
to Section 14(c) above, no Annual Performance Award will be payable to any
Eligible Participant who is not an employee of the Company on the reverse sidelast day of
the year to which such Annual Performance Award relates.

(f) DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee determines
that some portion of an Annual Performance Award to an Eligible Participant
shall be treated as a deferred Annual Performance Award and be payable in annual
or other periodic installments, the Eligible Participant will be notified in
writing when such deferred Annual Performance Award shall be paid and over what
period of time. A deferred Award in the form of shares of Common Stock shall be
subject to the provisions of Section 19(b) hereof. In the case of a deferred
Award in the form of cash, in each year the Committee shall have the discretion
to provide for the payment of an amount equivalent to interest, at such rate or
rates fixed by the Committee, on such deferred cash Annual Performance Award.
Any amounts provided for pursuant to the preceding sentence shall become payable
in such a manner, at such time or times, and subject to such

A-12

conditions as the Committee shall in its sole discretion determine; provided,
however, that the total amount of such interest shall be deducted from the
maximum amount available for Awards under the formula described in Section 13 of
the Plan.

(g) CODE SECTION 162(M). It is the intent of the Company that Annual
Performance Awards satisfy, and this Section 27A be interpreted in a manner that
satisfies, the applicable requirements of Code Section 162(m) and the
Regulations so that the Company's tax deduction for Annual Performance Awards to
Affected Officers is not disallowed in whole or in part by operation of Code
Section 162(m). If any provision of this card)

YouPlan or of any Annual Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to Eligible Participants.

PART IIE PERFORMANCE OR OTHER AWARDS

27. DETERMINATION OF PERFORMANCE AND OTHER AWARDS

(a) Each year the Committee in its sole discretion may authorize other forms
of Awards such as, but not limited to, Performance Awards, if the Committee
deems it appropriate to do so in order to further the purposes of the Plan.

(b) A "Performance Award" shall mean an Award which entitles the Participant
to receive Common Stock, Restricted Stock, Retirement Units, Options under Part
I of the Plan or other compensation (which may include cash), or any combination
thereof, in an amount which depends upon the financial performance of the
Company during a stated period of more than one year. Performance for this
purpose may be measured by the growth in book value of the Common Stock, an
increase in per share earnings of the Company, an increase in operating cash
flow, or any other indicators specified by the Committee. The Committee shall
also fix the period during which such performance is to be measured, the value
of a Performance Award for purposes of providing for the accrual pursuant to
Section 13 of the Plan and the form of payment to be made in respect of the
Performance Award.

PART IIF LONG-TERM PERFORMANCE AWARDS

28A. DETERMINATION OF LONG-TERM PERFORMANCE AWARDS

(a) GENERAL. Each year the Committee shall designate those Participants who
shall be eligible to receive Long-Term Performance Awards under this part of the
Plan.

(b) CERTAIN DEFINITIONS. For purposes of this Section 28A, the following
terms shall have the meanings specified:

"Code Section 162(m)" shall mean Section 162(m) of the Internal Revenue
Code of 1986, as amended (or any successor provision), and "Regulations"
shall mean the regulations promulgated thereunder, as from time to time in
effect.

"Eligible Participants" shall mean certain key business leaders and
senior management of the Company as determined in the discretion of the
Committee.

"Long-Term Performance Goal" means, for any Performance Period, the
business criteria selected by the Committee to measure the performance
during such Performance Period of the Company (or a division, subsidiary or
group thereof) from one or more of the following:

(i) earnings per share of the Company for the Performance Period;

(ii) net income of the Company for the Performance Period;

A-13

(iii) return on assets of the Company for the Performance Period (net
income of the Company for the Performance Period divided by average total
assets during such Performance Period);

(iv) return on stockholder's equity of the Company for the
Performance Period (net income of the Company for the Performance Period
divided by average stockholder's equity for such Performance Period);

(v) operating profit of the Company or of a division, subsidiary or
group thereof for such Performance Period;

(vi) operating cash flow of the Company or of a division, subsidiary
or group thereof for the Performance Period; and

(vii) increase in shareholder value as determined at the end of the
Performance Period.

"Long-Term Performance Goal Target" means, for any Long-Term Performance
Goal, the levels of performance during a Performance Period under such
Long-Term Performance Goal established by the Committee to determine an
Eligible Participant's maximum Long-Term Performance Award.

"Performance Period" means the period in excess of one year commencing
on January 1 of the year in which the Committee makes the Long-Term
Performance Award to an Eligible Participant.

(c) ELIGIBILITY. Long-Term Performance Awards are encouragedavailable each year to
specify your choicesEligible Participants who are designated by marking the appropriate boxes-SEE
REVERSE SIDE-but you needCommittee, prior to March 31 of
such year (or prior to such later date as permitted by Code Section 162(m) and
the Regulations).

(d) DETERMINATION OF LONG-TERM PERFORMANCE AWARDS. Prior to March 31 of each
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), the Committee will designate the Eligible Participants who will be
entitled to earn a Long-Term Performance Award for such Performance Period under
this Plan, and will establish for each such Eligible Participant for such
Performance Period (i) one or more Long-Term Performance Goals, and (ii) for
each such Long-Term Performance Goal, a Long Term Performance Goal Target and
the method by which achievement thereof will be measured. In the event that more
than one Long-Term Performance Goal is established for any Eligible Participant,
the Committee shall at the same time establish the weighting of each such
Long-Term Performance Goal in determining such Eligible Participant's Long-Term
Performance Award. Notwithstanding anything in this Section 28A to the contrary,
the Long-Term Performance Award payable to any Eligible Participant in any
Performance Period may not markexceed $1.5 million.

(e) PAYMENT OF LONG TERM PERFORMANCE AWARDS. Subject to subsection (g)
below, Long-Term Performance Awards will be paid in cash as soon as practicable
after the end of the Performance Period to which it relates and after the
Committee certifies the extent to which the Long-Term Performance Goal Target or
Targets under the Long-Term Performance Goal or Goals have been met or exceeded.
If permitted by the Regulations and Code Section 162(m), the Committee may
determine to pay a portion of a Long-Term Performance Award in December of the
last year of the Performance Period to which it relates. The Committee may not
increase the amount of a Long-Term Performance Award that would otherwise be
payable upon the achievement of the Long-Term Performance Goal Target or
Targets, but it may reduce any boxes if you wishEligible Participant's Long-Term Performance
Award in its discretion. Subject to voteSections 14(c) and 28A(g), no Long-Term
Performance Award will be payable to any Eligible Participant who is not an
employee of the Company on the last day of the Performance Period to which such
Long-Term Performance Award relates.

(f) TERMINATION OF EMPLOYMENT BECAUSE OF DEATH, DISABILITY OR RETIREMENT. In
the event that an Eligible Participant terminates employment because of death,
Disability or Retirement, such Eligible Participant, or in the event of death
such person as determined in accordance with Section 30, shall be paid a pro
rata portion of such Eligible Participant's Long-Term Performance Award that
would otherwise be payable upon the achievement of the Long-Term Performance
Goal Target or Targets had the Participant continued

A-14

employment until the end of the Performance Period. Such pro rata Long-Term
Performance Award shall not be paid until the end of the Performance Period to
which such Long-Term Award relates.

(g) DEFERRAL AND ALTERNATIVE FORM OF PAYMENT OF LONG-TERM PERFORMANCE
AWARDS. If the Committee determines that some portion of a Long-Term Performance
Award to an Eligible Participant shall be treated as a deferred Long-Term
Performance Award and payable in annual or other periodic installments, the
Eligible Participant will be notified in writing when such deferred Long-Term
Performance Award shall be paid and over what period of time. In each year the
Committee shall have the discretion to provide for the payment of an amount
equivalent to interest, at such rate or rates fixed by the Committee, on any
deferred Long-Term Performance Award. Any amounts provided for pursuant to the
preceding sentence shall become payable in such manner, at such time or times,
and subject to such conditions as the Committee shall in its sole discretion
determine; provided, however, that the total amount of such interest shall be
deducted from the maximum amount available for Awards under the formula
described in Section 5 of the Plan. Furthermore, the Committee may, in its sold
discretion, determine that such Long Term Performance Award shall be paid in
shares of Common Stock or in the form of Retirement Units (subject to the
provisions of Sections 23-26 hereof). For this purpose, shares of Common Stock
shall be valued at Fair Market Value, and Retirement Units shall be deemed to
have a value equal to the Fair Market Value of the underlying Common Stock, in
each case as of the date of the Committee's determination to pay such Long-Term
Performance Award in such form.

(h) CODE SECTION 162(M). It is the intent of the Company that Long-Term
Performance Awards satisfy, and this Section 28A be interpreted in a manner that
satisfies, the applicable requirement of Code Section 162(m) and the Regulations
so that the Company's tax deduction for Long-Term Performance Awards to Eligible
Participant's is not disallowed in whole or in part by operation of Code Section
162(m). If any provision of this Plan or of any Long-Term Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to any Participant whose compensation is subject to Code
Section 162(m).

PART III GENERAL PROVISIONS

28. STOCK DIVIDEND OR STOCK SPLIT

If at any time the Company shall take any action whether by stock dividend,
stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, (i) the number of shares of Common Stock
then subject to deferred Awards, credited to Retirement Unit Accounts (matured
or unmatured) or set aside for Performance or Other Awards, (ii) the number of
outstanding Options, the number of shares of Common Stock for which such Options
are exercisable and the exercise price thereof, (iii) the number of shares of
Common Stock reserved for Awards, (iv) the number of shares of Common Stock
reserved for Options, and (v) the maximum number of shares with respect to which
Options may be granted to any key employee in any calendar year under Section
6(b), shall be increased or decreased in the same proportion. The Committee
shall make an appropriate equitable adjustment to the provisions of Section
13(a) to take account of such increase or decrease in issued and outstanding
shares. The Committee in its discretion may make appropriate equitable
adjustments respecting deferred Stock Awards, Retirement Units, Annual
Performance Awards, Long-Term Performance Awards, Performance or Other Awards
and outstanding Options to take account of a dividend by the Company of property
other than cash. All such adjustments shall be made by the Committee whose
determination shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.

29. RECLASSIFICATION OR MERGER

If at any time the Company reclassifies or otherwise changes its issued and
outstanding Common Stock (other than in par value) or the Company and one or
more corporations merge and the Company is

A-15

the surviving corporation of such merger, then each Stock Award, Retirement Unit
(matured or unmatured), Annual Performance Award, Performance or Other Award
which at the time of such reclassification or merger is credited as a Stock
Award, Retirement Unit, Annual Performance Award, Long-Term Performance Awards,
Performance or Other Award shall thereafter be deemed to be the equivalent of
(and all Units thereafter credited to a Retirement Unit Account shall be
computed with reference to), and outstanding Options shall be exercisable for,
the shares of stock or other securities of the Company which pursuant to the
terms of such reclassification or merger are issued with respect to each share
of Common Stock. The Committee shall also make an appropriate equitable
adjustment to the provisions of Sections 6(b) and 13(a) to take account of such
event. All such adjustments shall be made by the Committee whose determination
shall be conclusive and binding upon all Participants and any person claiming
under or through any Participant.

30. NON-ALIENATION OF BENEFITS

Except as herein specifically provided, no right or unpaid benefit under
this Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or person entitled to the benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease. Notwithstanding the foregoing,
rights and benefits hereunder shall pass by will or the laws of descent and
distribution in the following order: (i) to beneficiaries so designated by the
Participant; if none, then (ii) to a legal representative of the Participant; if
none, then (iii) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be made at such times and in
such manner as if the Participant were living.

31. WITHHOLDING OR DEDUCTION FOR TAXES

If at any time specified herein for the making of any payment or delivery of
any Common Stock to any Participant or beneficiary, any law or regulation of any
governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for, any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery shall be deferred until such withholding or deduction shall have
been provided for by the Participant or beneficiary, or other appropriate action
shall have been taken. The Participant or beneficiary may satisfy the obligation
for such withholding or deduction in whole or in part by electing to deliver
shares of Common Stock already owned or to have the Company retain from the
distribution shares of Common Stock, in each case having a Fair Market Value
equal to the amount to be withheld or deducted.

32. ADMINISTRATION EXPENSES

The entire expense of administering this Plan shall be borne by the Company.

33. GENERAL CONDITIONS

(a) The Board in its discretion may from time to time amend, suspend or
terminate any or all of the provisions of this Plan, provided that no change may
be made which would prevent Incentive Stock Options granted under the Plan from
being Incentive Stock Options as described therein without the consent of the
optionees concerned, and further provided that the Board may not make any
amendment which (1) changes the class of Director's recommendations. Yourpersons eligible for Incentive Stock
Options, or (2) increases the total number of shares cannotfor which Options may be
voted
unless you signgranted under Section 6(b), or (3) materially affects the provisions of Sections
13(a) or (b) of the Plan, or (4) increases the total number of shares authorized
under Section 13(f) for which Awards may be granted, without the consent and
returnapproval of the holders of a majority of the outstanding shares of Class A and
Class B Common Stock of the Company entitled to vote thereon, voting together as
one class. The foregoing provisions shall not be construed to prevent the
Committee from exercising its discretion, or to limit such discretion, to
increase the total number of shares for which Options may be granted under
Section 6(b) or the total number of shares authorized under Section 13(f) for
which Awards may be granted, as expressly permitted by Sections 28 and 29
hereof, or to

A-16

adjust the provisions of Sections 13(a) and (b) hereof as expressly permitted by
Sections 13(b), 28 and 29 hereof, or otherwise to exercise any discretion to the
extent expressly authorized hereunder.

(b) Nothing contained in the Plan shall prohibit the Company from
establishing incentive compensation arrangements in addition to this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

2553
[x] Please mark your votesPlan and
the Cash Plan. Payments made under any such separate arrangements shall not be
included in or considered a part of the maximum dollar amount available for
Awards under the Plan and Cash Plan, or number of shares available for Awards or
Options under the Plan, and shall not be charged against the dollar or share
amounts available for Awards under the Plan and Cash Plan or Options under the
Plan. In the discretion of the Committee, employees shall be eligible to
participate in such other arrangements, as well as the Plan and Cash Plan, in
the same year.

This proxy when properly executed willPlan shall be voteddeemed to limit in any way the manner directed
herein. If no direction is given, this proxy willright of
the Company to terminate a Participant's employment with the Company at any
time.

(d) The Committee may promulgate rules and regulations relating to the
administration and interpretation of, and procedures under, the Plan. Any
decision or action taken by the Company, the Board or the Committee arising out
of or in connection with the construction, administration, interpretation and
effect of the Plan shall be voted FOR the election of
Class B directorsconclusive and FOR proposal 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1binding upon all Participants and 2.
- --------------------------------------------------------------------------------

For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class B Directors of Deloitte & Touche LLP
(see reverse) as auditors

For, except vote withheld from the following nominee(s)

- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

This proxy is solicited on behalfany
person claiming under or through any Participant.

(e) No member of the Board or of Directorsthe Committee shall be liable for any act
or action, whether of commission or omission, taken by any other member or by
any officer, agent or employee, nor for anything done or omitted to be done by
such Director except in circumstances involving actual bad faith.

(f) Notwithstanding any other provision of this Plan, the Company shall not
be obligated to make any Award, issue any shares of Common Stock, or grant any
Option with respect thereto, unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such violation.

(g) It is the intent of the Company that transactions involving Options or
Awards granted under the Plan be entitled to the exemption from Section 16 of
the Exchange Act provided by Rule 16b-3, that any ambiguities or inconsistencies
in construction of the Plan be interpreted to give effect to such intention and
that if any provision of the Plan is found not to be in compliance with Rule
16b-3, such provision shall be deemed null and void to the extent required to
permit any such transaction to comply with Rule 16b-3. The Committee may adopt
rules and regulations under, and amend, the Plan in furtherance of the intent of
the foregoing.

34. TRANSITION

Upon the effectiveness of this Plan, as provided below, and the Cash Plan,
such plans replaced the Company's Executive Incentive Compensation Plan
("EICP"), except that the EICP shall continue to govern options and awards of
restricted stock outstanding under the EICP. No further awards will be made
under the EICP, and all amounts accrued for awards under the EICP and unawarded
were carried forward and made available for Awards under the Plan and awards
under the Cash Plan. All unmatured and matured but undistributed retirement
units and all performance awards respecting current performance cycles awarded
under the EICP became Retirement Units and Performance Awards hereunder and any
payments or distributions in respect thereof shall be made hereunder; provided,
however, that the number of shares of Common Stock available for Awards pursuant
to Section 13(f) hereof shall not be reduced by the number of such retirement
units previously awarded under the EICP and paid subsequently under the Plan.

35. EFFECTIVE DATES

The Plan became effective for periods beginning after January 1, 1991 upon
approval by the holders of a majority of the outstanding shares of Class A and
Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual
Meeting on May 16, 1997.

Your signature onof Stockholders, in person or by proxy, voting together as a single
class. No Options may be granted or Awards made under the proxy is your
acknowledgment of receiptPlan after December
31, 2000, or such earlier expiration date as may be designated by resolution of
the Notice
of Meeting and Proxy Statement, both
dated April 7, 1997.

The signer hereby revokes all proxies
heretofore given by the signer to vote
at said meeting or at any adjournment
thereof.

Change of address [ ]
on Reverse Side

Signature(s) Date
----------------------------------------------- -----------------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HEREBoard.

A-17

SECRETARY'S OFFICE

NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES

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BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO 289 NEW YORK NY
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POSTAGE WILL BE PAID BY ADDRESSEEAnnex B

THE NEW YORK TIMES COMPANY
229 WEST 43D STREET
NEW YORK NY 10109 - 0225

Please return1991 EXECUTIVE CASH BONUS PLAN
AS PROPOSED TO BE AMENDED*

1. NAME AND GENERAL PURPOSE

The name of this card ONLY
IF YOU PLAN TO ATTEND. / / I plan is The New York Times Company 1991 Executive Cash
Bonus Plan (hereinafter called the "Plan"). The purpose of the Plan is to attendenable
the Meeting.*

THE NEW YORK TIMES COMPANY
ANNUAL MEETING OF STOCKHOLDERS Please typeCompany (as hereinafter defined) to retain and attract executives who
enhance its tradition and contribute to its success by their ability, ingenuity
and industry, and to enable them to participate in the long-term success and
growth of the Company.

2. DEFINITIONS

(a) "Awards"--has the meaning specified in Section 4 hereof.

(b) "Board"--means the Board of Directors of the Company.

(c) "Committee"--means the Committee referred to in Section 3 of the Plan.
If at any time no Committee shall be in office then the functions of the
Committee specified in the Plan shall be exercised by the non-employee members
of the Board.

(d) "Company"--means The New York Times Company, a corporation organized
under the laws of the State of New York (or any successor corporation), and,
unless the context otherwise requires, its subsidiaries (as hereinafter defined)
and other non-corporate entities in which it owns directly or print clearly.
9:00 A.M., FRIDAY, MAY 16, 1997

WTKR-TV
720 BOUSH STRET _________________________________
NORFOLK, VIRGINIA 23510 Nameindirectly 20% or
more of Stockholder

[NYT LOGO] _________________________________
Street Address

_________________________________
City State Zip

*To faciliate counting,
please forward yourthe equity interests. A "subsidiary" means any corporation in which the
Company possesses directly or indirectly 50% or more of the combined voting
power of all classes of stock.

(e) "Consolidated Statement of Income"--means the consolidated statement of
income (or any comparable statement, however designated) of the Company, audited
by the independent certified public accountants of the Company and contained in
the Company's annual report to stockholders or proxy statement.

(f) "Income Before Income Taxes"--means the amount designated as Income
Before Income Taxes for the applicable year and shown separately on the
Consolidated Statement of Income for such year.

(g) "Participant"--means a key employee of the Company who is selected by
the Committee to participate in any part of the Plan from among persons who in
the judgment of the Committee are key employees of the Company. In general, key
employees are those employees who have principal responsibility for, or who
contribute substantially to, the Transfer Agent
even if youmanagement efficiency, editorial achievement or
financial success of the Company. Only employees of The New York Times Company,
its subsidiaries and other non-corporate entities in which it owns directly or
indirectly 40% or more of the equity interests are planningeligible to attend. You can always
revokeparticipate in
the Plan.

(h) "Stock Plan"--means the Company's 1991 Executive Stock Incentive Plan.

3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Board or the Committee appointed by it
and composed of two or more directors who are not employees of the Company. The
Committee shall be constituted so as to enable the Plan to comply with the
administration requirements of Section 162(m)(4)(C) of the Internal Revenue Code
of 1986, as amended. The Committee shall serve at the meetingpleasure of the Board and
shall have such powers as the Board may from time to time confer upon it.

- ------------------------
* Proposed additions are indicated by the underscored language and deletions by
a caret.

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PART I AWARDS

4. FORM OF AWARDS

The Plan is designed to provide incentives for Participants by the making of
awards of supplemental compensation ("Awards"). The Committee, subject to the
terms and conditions hereof, may make Awards to a Participant in any one, or in
any combination, of the following forms:

(a) Cash Awards as provided in Part IA of the Plan ("Cash Awards");

(b) Annual Performance Awards as provided in Part IB of the Plan
("Annual Performance Awards");

(d) Long-Term Performance Awards as provided in Part ID of the Plan
("Long-Term Performance Awards").

Awards may be made to a Participant whether or not he or she receives an
award or option under the Stock Plan. Cash Awards, Performance Awards and other
forms of Awards pursuant to Part IC will be based on a Participant's performance
in those areas for which the Participant is directly responsible. Performance
for this purpose may be measured by the achievement of specific management goals
such as, but not limited to, an increase in earnings or the operating cash flow
of the Company, outstanding initiative or achievement in any department of the
Company, or any other standards specified by the Committee. Annual Performance
Awards will be based exclusively on the criteria set forth in Part IB. Long-Term
Performance Awards will be based exclusively on the criteria set forth in Part
ID.

No Award under the Plan is payable in common stock or preferred stock of the
Company.

5. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS FOR ANY YEAR

(a) No accrual for Awards shall be made hereunder (or under the Stock Plan)
for any year unless cash dividends of not less than ten cents ($.10) per share
(as adjusted as hereafter provided) have been declared on the outstanding Class
A and Class B Common Stock of the Company during such year. If at any time the
Company shall take any action, whether by stock dividend, stock split,
combination of shares, or otherwise, which results in an increase or decrease in
the number of shares of Class A and/or Class B Common Stock theretofore issued
and outstanding, or the Company reclassifies or otherwise changes its issued and
outstanding Class A and/or Class B Common Stock (other than in par value) or the
Company and one or more corporations merge and the Company is the surviving
corporation of such merger, then the Committee shall make an equitable
adjustment to the provisions of this Section 5(a) to take account of such event.

(b) In the event that the above condition is met for any year during the
continuance of this Plan, the maximum aggregate amount that may be accrued for
Awards under the Plan and the Stock Plan for such year shall be 4% of Income
Before Income Taxes. The Committee, in its sole discretion, may make adjustments
in Income Before Income Taxes to take account of extraordinary, unusual or
infrequently occurring events and transactions, changes in accounting principles
that substantially affect the foregoing, or such other circumstances as the
Committee may determine warrant such adjustment.

(c) As soon as feasible after the close of each year, the independent
certified public accountants of the Company shall determine and report the
maximum amount that may be accrued for Awards for such year under the formula
described in Section 5(b), subject to the second sentence of such Section.

(d) If amounts are accrued in any year under the formula described in this
Section 5 and are not awarded in full in such year under the Plan and the Stock
Plan, such unawarded amounts may, in the

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discretion of the Committee, be carried forward and be available for Awards
under this Plan and under the Stock Plan in any future year without regard to
the provisions of Sections 5(a) or (b) of the Plan applicable to Awards made in
such year.

(e) Awards under the Plan for any year may not exceed the sum of (i) the
amount accrued for such year under Section 5(b) above plus (ii) unawarded
accrued amounts carried forward from previous years under Section 5(d) above
plus (iii) amounts that may become available for Awards pursuant to the last
sentence of Section 7(c) hereof, minus (x) the amount of interest equivalents
allocated during such year pursuant to Section 10(b) hereof, and minus (y) the
amount of awards made for such year under the Stock Plan valued as set forth in
Section 13(e) of the Stock Plan (and any interest or dividend equivalents
allocated during such year pursuant to Sections 15(c), 24 and 27A thereof).

6. DETERMINATION OF AWARDS AND PARTICIPANTS

(a) As promptly as practicable after the end of each year, the Committee may
make Awards (other than Annual Performance Awards and Long-Term Performance
Awards, which are to be made exclusively as set forth in Parts IB and ID,
respectively) for such year and determine the amounts to be carried forward for
Awards in future years. The Committee may also, in its discretion, make Awards
(other than Annual Performance Awards and Long-Term Performance Awards, which
are to be made exclusively as set forth in Parts IB and ID, respectively) prior
to the end of the year based on amounts available under clauses (ii) and (iii)
of Section 5(e) and reasonable estimates of the accrual for the year in
question.

(b) The Committee shall have absolute discretion to determine the key
employees who are to receive Awards (other than Annual Performance Awards and
Long-Term Performance Awards, which are to be made exclusively as set forth in
Parts IB and ID, respectively) under the Plan for any year and to determine the
amount of such Awards based on such criteria and factors as the Committee in its
sole discretion may determine, such as the Company's operating cash flow and
overall financial performance. Recommendations as to the key employees who are
to receive Awards (including Annual Performance Awards and Long-Term Performance
Awards) under the Plan for any year and to the amount and form of such Awards
shall, however, be made to the Committee by the chief executive officer of the
Company. The fact that an employee is selected as eligible for an Award shall
not mean, however, that such employee will necessarily receive an Award.

7. METHOD AND TIME OF PAYMENT OF AWARDS

(a) Awards shall be paid in full as soon as practicable after the Award is
made; provided, however, that payment of Annual Performance Awards and Long-Term
Performance Awards shall be subject to the provisions of Parts IB and ID,
respectively; and provided further, that the payment of any or all Awards may be
deferred, divided into annual installments, or made subject to such other
conditions as the Committee in its sole discretion may authorize under such
rules and regulations as may be adopted from time to time by the Committee.

(c) Awards deferred under the Plan shall become payable to the Participant
or, in the event of the
Participant's death, as specified in Section 14 hereof, in such manner, at such
time or times (which may be

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either before or after termination of service), and subject to such conditions
as the Committee in its sole discretion shall determine. In any year the
Committee shall have the discretion to set aside, for payment in such year or
any future year, interest on any deferred Award; provided, however, that the
total amount of such interest shall be deducted from the maximum amount
available for Awards under Section 5 of the Plan. Any forfeited deferred Awards
shall be carried forward and be available for Awards in any future year without
regard to the provisions of Sections 5(a) or (b) of the Plan.

8. INDIVIDUAL AGREEMENTS

(b) The Committee may cancel any unexpired, unpaid or deferred Award at any
time if you wish.

the Participant is not in compliance with all applicable provisions of
the agreement referred to above, if any, and the Plan.

9. STATUS OF PARTICIPANTS

No Participant in the Plan shall have any interest in any specific assets of
the Company by reason of the fact that deferred Awards are to be recorded as
being held for such Participant's account to be paid in installments in the
future. The interest of all Participants shall derive from and be determined
solely by the terms and provisions of the Plan set forth herein.

PART IA CASH AWARDS

10. DETERMINATION OF CASH AWARDS

(a) Each year the Committee shall designate those Participants who shall
receive Cash Awards under this part of the Plan. Cash Awards may be paid
immediately, in installments or on a deferred date, as the Committee, in its
discretion, may provide.

(b) If the Committee determines that some portion of a Cash Award to a
Participant shall be treated as a deferred Cash Award and be payable in annual
or other periodic installments, the Participant will be notified in writing when
such deferred Cash Award shall be paid and over what period of time. In each
year the Committee shall have discretion to provide for the payment of an amount
equivalent to interest, at such rate or rates fixed by the Committee, on any
deferred Cash Award. Any amounts provided for pursuant to the preceding sentence
shall become payable in such manner, at such time or times, and subject to such
conditions as the Committee shall in its sole discretion determine; provided,
however, that the total amount of such interest shall be deducted from the
maximum amount available for Awards under the formula described in Section 5 of
the Plan.

PART IB ANNUAL PERFORMANCE AWARDS

11. DETERMINATION OF ANNUAL PERFORMANCE AWARDS

(b) CERTAIN DEFINITIONS. For the purposes of this Part IB, the following
terms shall have the meanings specified:

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"Affected Officers" shall mean those executive officers of the Company
whose compensation is required to be disclosed in the Company's annual proxy
statement relating to the election of directors.

"Eligible Participants" shall have the meaning set forth in subsection
(c) below.

(i) earnings per share of the Company for the year;

(ii) net income of the Company for the year;

(iii) return on assets of the Company for the year (net income of the
Company for the year divided by average total assets during such year);

(iv) return on stockholders' equity of the Company for the year (net
income of the Company for the year divided by average stockholders'
equity during such year);

(v) operating profit of the Company or of a division, subsidiary or
group thereof for the year;

(vi) operating cash flow of the Company or of a division, subsidiary
or group thereof for the year; and

(vii) increase in shareholder value as determined at the end of each
year.

"Target Award" means, for any year, with respect to an Eligible
Participant, the dollar amount set by the Committee that, when multiplied by
the applicable Performance Adjustment, determines such Eligible
Participant's Annual Performance Award.

(c) ELIGIBILITY. Annual Performance Awards are available each year only to
Plan Participants who are designated by the Committee, prior to March 31 of such
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), as likely to be Affected Officers for such year, whose annual
salary and bonus for such year are expected to exceed $1,000,000 and who are not
designated by the Committee as eligible for an Annual Performance Award under
the Stock Plan for such year ("Eligible Participants").

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measured and a schedule of Performance Adjustment factors corresponding to
varying levels of Performance Goal Target achievement. In the event more than
one Performance Goal is established for any Eligible Participant, the Committee
shall at the same time establish the weighting of each such Performance Goal in
determining such Eligible Participant's Annual Performance Award.
Notwithstanding anything in this Part IB to the contrary, the Annual Performance
Award payable to any Eligible Participant in any year may not exceed $1.5
million.

(e) PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f) below,
Annual Performance Awards will be paid in cash as soon as practicable after the
end of the year to which it relates and after the Committee certifies the extent
to which the Performance Goal Target or Targets under the Performance Goal or
Goals have been met or exceeded. If permitted by the Regulations and Code
Section 162(m), the Committee may determine to pay a portion of an Annual
Performance Award in December of the year to which it relates. The Committee may
not increase the amount of an Annual Performance Award that would otherwise be
payable upon achievement of the Performance Target or Targets, but it may reduce
any Eligible Participant's Annual Performance Award in its discretion. Subject
to Section 6(c) above, no Annual Performance Award will be payable to any
Eligible Participant who is not an employee of the Company on the last day of
the year to which such Annual Performance Award relates.

(f) DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee determines
that some portion of an Annual Performance Award to an Eligible Participant
shall be treated as a deferred Annual Performance Award and be payable in annual
or other periodic installments, the Eligible Participant will be notified in
writing when such deferred Annual Performance Award shall be paid and over what
period of time. In each year the Committee shall have discretion to provide for
the payment of an amount equivalent to interest, at such rate or rates fixed by
the Committee, on any deferred Annual Performance Award. Any amounts provided
for pursuant to the preceding sentence shall become payable in such a manner, at
such time or times, and subject to such conditions as the Committee shall in its
sole discretion determine; provided, however, that the total amount of such
interest shall be deducted from the maximum amount available for Awards under
the formula described in Section 5 of the Plan.

(g) CODE SECTION 162(M). It is the intent of the Company that Annual
Performance Awards satisfy, and this Part IB be interpreted in a manner that
satisfies, the applicable requirements of Code Section 162(m) and the
Regulations so that the Company's tax deduction for Annual Performance Awards to
Affected Officers is not disallowed in whole or in part by operation of Code
Section 162(m). If any provision of this Plan or of any Annual Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to Eligible Participants.

PART IC PERFORMANCE AND OTHER AWARDS

12. DETERMINATION OF PERFORMANCE AND OTHER AWARDS

(b) A "Performance Award" shall mean an Award which entitles the Participant
to receive cash or other compensation, or any combination thereof, in an amount
which depends upon the financial performance of the Company during a stated
period of more than one year. Performance for this purpose may be measured by
the growth in book value of the common stock of the Company, an increase in per
share earnings of the Company, an increase in operating cash flow or any other
indicators specified by the Committee. The Committee shall also fix the period
during which such performance is to be measured, the

B-6

value of a Performance Award for purposes of providing for the accrual pursuant
to Section 5 of the Plan and the form of payment to be made in respect of the
Performance Award.

PART ID LONG-TERM PERFORMANCE AWARDS

13. DETERMINATION OF LONG-TERM PERFORMANCE AWARDS

(a) GENERAL. Each year the Committee shall designate those Participants who
shall be eligible to receive Long-Term Performance Awards under this part of the
Plan.

(b) CERTAIN DEFINITIONS. For purposes of this Part ID, the following terms
shall have the meanings specified:

"Eligible Participants" shall mean certain key business leaders and
senior management of the Company as determined in the discretion of the
Committee.

"Long-Term Performance Goal" means, for any Performance Period, the
business criteria selected by the Committee to measure the performance
during such Performance Period of the Company (or of a division, subsidiary
or group thereof) from one or more of the following:

(i) earnings per share of the Company for the Performance Period;

(ii) net income of the Company for the Performance Period;

(iii) return on assets of the Company for the Performance Period (net
income of the Company for the Performance Period divided by average total
assets during such Performance Period);

(iv) return on stockholder's equity of the Company for the
Performance Period (net income of the Company for the Performance Period
divided by average stockholder's equity during such Performance Period);

(v) operating profit of the Company or of a division, subsidiary or
group thereof for the Performance Period;

(vi) operating cash flow of the Company or of a division, subsidiary
or group thereof for the Performance Period; and

(vii) increase in shareholder value as determined at the end of the
Performance Period.

"Performance Period" means the period in excess of one year commencing
on January 1 of the year in which the Committee makes the Long-Term
Performance Award to an Eligible Participant.

(c) ELIGIBILITY. Long-Term Performance Awards are available each year to
Eligible Participants who are designated by the Committee, prior to March 31 of
such year (or prior to such later date as permitted by Code Section 162(m) and
the Regulations).

(d) DETERMINATION OF LONG-TERM PERFORMANCE AWARDS. Prior to March 31 of
each year (or prior to such later date as permitted by Code Section 162(m) and
the Regulations), the Committee will designate

B-7

the Eligible Participants who will be entitled to earn a Long-Term Performance
Award for such Performance Period under this Plan, and will establish for each
such Eligible Participant for such Performance Period (i) one or more Long-Term
Performance Goals, and (ii) for each such Long-Term Performance Goal, a
Long-Term Performance Goal Target and the method by which achievement thereof
will be measured. In the event that more than one Long-Term Performance Goal is
established for any Eligible Participant, the Committee shall at the same time
establish the weighting of each such Long-Term Performance Goal in determining
such Eligible Participant's Long-Term Performance Award. Notwithstanding
anything in this Section 13 to the contrary, the Long-Term Performance Award
payable to any Eligible Participant in any Performance Period may not exceed
$1.5 million.

(e) PAYMENT OF LONG-TERM PERFORMANCE AWARDS. Subject to subsection (f)
below, Long-Term Performance Awards will be paid in cash as soon as practicable
after the end of the Performance Period to which it relates and after the
Committee certifies the extent to which the Long-Term Performance Goal Target or
Targets under the Long-Term Performance Goal or Goals have been met or exceeded.
If permitted by the Regulations and Code Section 162(m), the Committee may
determine to pay a portion of a Long-Term Performance Award in December of the
last year of the Performance Period to which it relates. The Committee may not
increase the amount of a Long-Term Performance Award that would otherwise be
payable upon the achievement of the Long-Term Performance Goal Target or
Targets, but it may reduce any Eligible Participant's Long-Term Performance
Award in its discretion. Subject to Sections 6(c) and 13(g), no Long-Term
Performance Award will be payable to any Eligible Participant who is not an
employee of the Company on the last day of the Performance Period to which such
Long-Term Performance Award relates.

(f) DEFERRAL OF LONG-TERM PERFORMANCE AWARDS. If the Committee determines
that some portion of a Long-Term Performance Award to an Eligible Participant
shall be treated as a deferred Long-Term Performance Award and payable in annual
or other periodic installments, the Eligible Participant will be notified in
writing when such deferred Long-Term Performance Award shall be paid and over
what period of time. In each year the Committee shall have the discretion to
provide for the payment of an amount equivalent to interest, at such rate or
rates fixed by the Committee, on any deferred Long-Term Performance Award. Any
amounts provided for pursuant to the preceding sentence shall become payable in
such manner, at such time or times, and subject to such conditions as the
Committee shall in its sole discretion determine; provided, however, that the
total amount of such interest shall be deducted from the maximum amount
available for Awards under the formula described in Section 5 of the Plan.

(g) TERMINATION OF EMPLOYMENT BECAUSE OF DEATH, DISABILITY OR
RETIREMENT. In the event that an Eligible Participant terminates employment
because of death, Disability or Retirement, such Eligible Participant, or in the
event of death such person as determined in accordance with Section 14, shall be
paid a pro rata portion of such Eligible Participant's Long-Term Performance
Award that would otherwise be payable upon the achievement of the Long-Term
Performance Goal Target or Targets had the Participant continued employment
until the end of the Performance Period. Such pro rata Long-Term Performance
Award shall not be paid until the end of the Performance Period to which such
Long-Term Performance Award relates.

(h) CODE SECTION 162(M). It is the intent of the Company that Long-Term
Performance Awards satisfy, and this Section 13 be interpreted in a manner that
satisfies, the applicable requirement of Code Section 162(m) and the Regulations
so that the Company's tax deduction for Long-Term Performance Awards to Eligible
Participant's is not disallowed in whole or in part by operation of Code Section
162(m). If any provision of this Plan or of any Long-Term Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to any Participant whose compensation is subject to Code
Section 162(m).

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PART II GENERAL PROVISIONS

14. NON-ALIENATION OF BENEFITS

15. WITHHOLDING OR DEDUCTION FOR TAXES

If at any time specified herein for the making of any payment to any
Participant or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or to
make any deduction for, any taxes or take any other action in connection with
the payment then to be made, such payment shall be deferred until such
withholding or deduction shall have been provided for by the Participant or
beneficiary, or other appropriate action shall have been taken.

16. ADMINISTRATION EXPENSES

The entire expense of administering this Plan shall be borne by the Company.

17. GENERAL CONDITIONS

(a) The Board in its discretion may from time to time amend, suspend or
terminate any or all of the provisions of this Plan, provided that the Board may
not make any amendment which materially affects the provisions of Sections 5(a)
or (b) of the Plan without the consent and approval of the holders of a majority
of the outstanding shares of Class A and Class B Common Stock of the Company
entitled to vote thereon, voting together as one class. The foregoing provisions
shall not be construed to prevent the Committee from exercising its discretion,
or to limit such discretion, to adjust the provisions of Sections 5(a) and (b)
hereof as expressly permitted thereby or otherwise to exercise any discretion to
the extent expressly authorized hereunder.

(b) Nothing contained in the Plan shall prohibit the Company from
establishing incentive compensation arrangements in addition to this Plan and
the Stock Plan. Payments made under any such separate arrangements shall not be
included in or considered a part of the maximum amount available for Awards
under the Plan and Stock Plan and shall not be charged against the amount
available for Awards under the Plan and Stock Plan for any year. In the
discretion of the Committee, employees shall be eligible to participate in such
other arrangements, as well as the Plan and Stock Plan, in the same year.

(c) Nothing in this Plan shall be deemed to limit in any way the right of
the Company to terminate a Participant's employment with the Company at any
time.

B-9

(e) No member of the Board or of the Committee shall be liable for any act
or action, whether of commission or omission, taken by any other member or by
any officer, agent or employee, nor for anything done or omitted to be done by
such Director except in circumstances involving actual bad faith.

18. TRANSITION

Upon the effectiveness of this Plan, and the Stock Plan, such plans replaced
the Company's Executive Incentive Compensation Plan ("EICP"), except that the
EICP shall continue to govern options and awards of restricted stock outstanding
under the EICP. No further awards will be made under the EICP, and all amounts
accrued for awards under the EICP and unawarded were carried forward and made
available for Awards under the Plan and awards under the Stock Plan.

19. EFFECTIVE DATES

The Plan became effective for periods beginning after January 1, 1991 upon
the approval by the holders of a majority of the outstanding shares of Class A
and Class B Common Stock of the Company entitled to vote thereon at the 1991
Annual Meeting, in person or by proxy, voting together as a single class. No
Awards may be granted under the Plan after December 31, 2000, or such earlier
expiration date as may be designated by resolution of the Board.

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