PROVIDENCE JOURNAL CO, PRER14A, 1996-04-09

PROVIDENCE JOURNAL CO
PRER14A, 1996-04-09

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<PAGE> 1

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

The Providence Journal Company
(Name of Registrant as Specified In Its Charter)

The Providence Journal Company
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2

April , 1996

Dear Stockholder:

You are cordially invited to attend the 1996 Annual Meeting of Stockholders
of The Providence Journal Company (the "Company") to be held on Wednesday, May
8, 1996 at Noon local time at the offices of the Company at 75 Fountain Street,
Providence, Rhode Island.

The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement contain the matters to be considered and acted upon. You should read
them carefully.

The Proxy Statement contains information about the Directors of the Company
(including the four nominees for election as Directors for three-year terms),
amendments to the stock option plans of the Company, amending the Company's
Certificate of Incorporation, and ratification of the selection of independent
certified public accountants for 1996. The Board of Directors of the Company
recommends a vote FOR the nominees for election as Directors, FOR the approval
of the amendments to the stock option plans, FOR the proposal to amend the
Company's Certificate of Incorporation and FOR the ratification of the selection
of independent certified public accountants.

We hope you will be able to attend the Annual Meeting. However, even if you
anticipate attending in person, we urge you to complete, sign, date and return
the enclosed proxy card promptly to ensure that your shares will be represented
at the Annual Meeting. If you do attend, you will, of course, be entitled to
vote in person.

Thank you, and I look forward to seeing you at the meeting.

Sincerely,

Stephen Hamblett
Chairman of the Board and
Chief Executive Officer
<PAGE> 3

THE PROVIDENCE JOURNAL COMPANY
75 FOUNTAIN STREET
PROVIDENCE, RHODE ISLAND 02902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of the Stockholders of The
Providence Journal Company (the "Company") will be held at 12:00 Noon local time
on May 8, 1996 at the offices of the Company, 75 Fountain Street, Providence,
Rhode Island for the purposes of considering and voting upon the following
matters:

(1) The election of four directors of the Company to serve a
three-year term, and until their successors are elected and qualified.

(2) A proposal to approve an amendment of the 1994 Providence Journal
Employee Stock Option Plan to (a) increase the number of shares reserved
for issuance thereunder from 3,750 to 8,000, (b) increase the maximum
number of shares which may be issued to any one individual from 750 to
1,600 and (c) extend the term of the Plan for one additional year.

(3) A proposal to approve an amendment of the 1994 Providence Journal
Non-Employee Director Stock Option Plan to (a) increase from five to ten
the number of shares of the Company's Class A Common Stock that are subject
to option grants annually to each non-employee director, and (b) increase
the number of shares of the Company's Class A Common Stock reserved for
issuance thereunder from 400 to 530.

(4) A proposal to amend the Company's Certificate of Incorporation to
eliminate action by stockholders by written consent.

(5) The ratification of the selection by the Board of Directors of
KPMG Peat Marwick LLP as independent certified public accountants to audit
the financial statements of the Company for the fiscal year ending December
31, 1996.

(6) Such other business as may properly come before the meeting or any
adjournment thereof.

Each holder of shares of Class A Common Stock shall have the right to one
vote for each share held on all matters to be considered at the meeting. Each
holder of shares of Class B Common Stock shall have the right to four votes for
each share held on all matters to be considered at the meeting.

The Board of Directors has fixed the close of business on Friday, March 29,
1996 as the record date for the determination of Stockholders entitled to notice
of and to vote at the Annual Meeting and at any adjournments thereof. A list of
such Stockholders will be available for inspection at the Company's headquarters
during ordinary business hours for the ten-day period prior to the Annual
Meeting.

A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1995 accompanies this Notice of Meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, IN WHICH CASE
ANY PREVIOUSLY SUBMITTED PROXY WILL BE RESCINDED.

By Order of the Board of Directors

HARRY DYSON
Secretary

April , 1996
Providence, Rhode Island
<PAGE> 4

THE PROVIDENCE JOURNAL COMPANY

75 FOUNTAIN STREET
PROVIDENCE, RHODE ISLAND 02902

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1996

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Providence Journal Company (the "Company"), a
Delaware corporation, of proxies, in the accompanying form, to be used at the
Annual Meeting of Stockholders to be held at the offices of the Company, located
at 75 Fountain Street, Providence, Rhode Island on May 8, 1996 at 12:00 Noon,
and any adjournments thereof (the "Meeting").

Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the four nominees for Director named herein, FOR the proposal to
amend the 1994 Employee Stock Option Plan of the Company to increase the number
of shares reserved for issuance thereunder from 3,750 to 8,000, to increase the
maximum number of shares which may be issued to any one individual from 750 to
1,600 and to extend the term of the Plan for one additional year, FOR the
proposal to amend the 1994 Non-Employee Director Stock Option Plan of the
Company to increase the number of options granted each year to each Director
from five to ten and increase the number of shares reserved for issuance
thereunder from 400 to 530, FOR the proposal to amend the Company's Certificate
of Incorporation to eliminate action by stockholders by written consent, and FOR
the ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1996. A
proxy may be revoked by written instrument delivered to the Secretary of the
Company at the above address at any time before the proxy is voted. Any
Stockholder who has executed a proxy but is present at the Meeting, and who
wishes to vote in person, may do so by revoking his or her proxy as described in
the preceding sentence. Shares represented by valid proxies in the form
enclosed, received in time for use at the Meeting and not revoked at or prior to
the Meeting, will be voted at the Meeting. The presence, in person or by proxy,
of the holders of a majority of the votes entitled to be cast at the Annual
Meeting is necessary to constitute a quorum at the Meeting. Under Delaware law,
with respect to the tabulation of proxies, abstentions and broker non-votes (as
defined below) are treated as present for purposes of constituting a quorum.

Under the rules of the New York Stock Exchange (the "NYSE"), a broker
non-vote generally occurs when beneficial owners have not provided their brokers
with voting instructions with respect to matters deemed "non-routine" by the
NYSE. While the Company's Common Stock (as hereinafter defined) is not listed on
the NYSE, the Company believes that brokers who are members of the NYSE will
follow such guidelines in determining whether they have authority to vote such
shares. The election of directors and the ratification of the appointment of
independent accountants are considered "routine" matters. Accordingly, brokers
have the authority to vote on such proposals when they have not received
instructions from beneficial owners. The proposals to amend the Certificate of
Incorporation and to amend the option plans are considered "non-routine" matters
and brokers who follow such guidelines are prohibited from voting shares held
for beneficial owners on such proposals, without specific instructions from such
beneficial owners. Accordingly, broker non-votes will not affect the vote on
such proposals.

With regard to the election of directors, votes may be cast in favor or
withheld. Abstentions may not be specified with respect to the election of
directors. Abstentions may be specified with respect to the amendment of the
options plans, the amendment of the Certificate of Incorporation and the
ratification of the selection of independent auditors, and will have the same
legal effect as a vote against such proposals.
<PAGE> 5

The close of business on Friday, March 29, 1996 has been fixed as the
record date for determining the Stockholders entitled to notice of and to vote
at the Meeting. As of that date, the Company had 38,519 shares of Class A Common
Stock, $1.00 par value ("Class A Common Stock"), and 46,817 shares of Class B
Common Stock, $1.00 par value ("Class B Common Stock", and together with the
Class A Common Stock, the "Common Stock"), outstanding and entitled to vote.
Holders of Class A Common Stock are entitled to one vote per share, and holders
of Class B Common Stock are entitled to four votes per share, on all matters to
be voted on by Stockholders. This Proxy Statement and the accompanying proxy are
being mailed on or about April , 1996 to all Stockholders entitled to notice
of and to vote at the Meeting.

The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail may be supplemented by telephone, telegram or telex by the Directors,
officers or employees of the Company. No additional compensation will be paid to
Directors, officers or employees for such solicitation.

The Annual Report to Stockholders for the fiscal year ended December 31,
1995 is being mailed to the Stockholders with this Proxy Statement, but does not
constitute a part hereof.

PRIOR EVENT

On October 5, 1995, the Company consummated the transactions contemplated
by (a) the Contribution and Assumption Agreement dated as of October 5, 1995 by
and between Providence Journal Company ("Old Providence Journal") and the
Company (the "Contribution and Assumption Agreement"), (b) the Agreement and
Plan of Merger, dated as of November 18, 1994, as amended and restated as of
August 1, 1995 (the "Merger Agreement"), by and among Continental Cablevision,
Inc. ("Continental"), Old Providence Journal, the Company, King Holding Corp., a
Delaware corporation and a subsidiary of Old Providence Journal ("KHC"), and
King Broadcasting Company, a Washington corporation and a wholly-owned
subsidiary of KHC ("KBC"), and (c) certain other related transactions.

Pursuant to the terms of the Merger Agreement, prior to the "Contribution"
(defined below), a subsidiary of Continental acquired all of the stock of King
Videocable Company, a Washington corporation and wholly-owned subsidiary of KBC.
In addition, immediately thereafter, Old Providence Journal acquired from
various partnerships managed by Kelso & Company, Inc. the 50% of the capital
stock of KHC which it did not already own.

Pursuant to the terms of the Contribution and Assumption Agreement, Old
Providence Journal then contributed all of its non-cable business (including,
without limitation, all of the outstanding capital stock of KHC) to the Company,
which then was a wholly-owned subsidiary of Old Providence Journal, and the
Company assumed all of the liabilities related thereto (the "Contribution"). In
exchange for the Contribution, the Company issued to Old Providence Journal a
number of shares of the Company's Class A Common Stock and the Company's Class B
Common Stock equal to the number of outstanding shares of Old Providence Journal
Class A Common Stock and Old Providence Journal Class B Common Stock,
respectively. Following the Contribution, Old Providence Journal distributed one
share of the Company's Class A Common Stock to the holder of each share of Old
Providence Journal Class A Common Stock and one share of the Company's Class B
Common Stock to the holder of each share of Old Providence Journal Class B
Common Stock, each as outstanding immediately prior to such distribution (the
"Distribution"). The Contribution (and the assumption of liabilities by the
Company in connection with the Contribution) and the Distribution are
hereinafter collectively referred to as the "PJC Spin-Off".

After completion of the PJC Spin-Off, Old Providence Journal, which
following the PJC Spin-Off, held only Old Providence Journal's cable television
businesses and assets, merged with and into Continental, with Continental as the
surviving corporation (the "Merger").

2
<PAGE> 6

This Proxy Statement includes disclosure which does not differentiate
between Old Providence Journal and the Company, since the Company is the
successor to Old Providence Journal with respect to Old Providence Journal's
publishing, broadcast television and television programming businesses.

INTEREST OF CERTAIN PERSONS IN MATTER TO BE ACTED UPON

In considering the recommendation of the Board of Directors of the Company,
stockholders of the Company should be aware that the Board of Directors has
certain interests in one of the Proposals to be acted upon at the Annual Meeting
of Stockholders that may present the Directors with actual or potential
conflicts of interest because of their participation in the 1994 Providence
Journal Non-Employee Director Stock Option Plan (the "Director Option Plan").

Proposal No. 2 calls for the approval of an amendment to the Director
Option Plan that would provide each non-employee Director with an option to
purchase ten additional shares of the Company's Class A Common Stock each year.
Currently the Director Option Plan provides each non-employee Director with an
option to purchase five additional shares of the Company's Class A Common Stock
year. See Proposal No. 2 herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 29, 1996 with
respect to the shares of the Company's Class A Common Stock and Class B Common
Stock beneficially owned by (i) each person known by the Company to own
beneficially more than 5% of either class of Common Stock; (ii) each Director of
the Company; (iii) each executive officer required to be identified in the
Summary Compensation Table appearing under Executive Compensation; and (iv) all
Directors and executive officers of the Company as a group. The number of shares
beneficially owned by each stockholder, Director or executive officer is
determined according to rules of the Securities and Exchange Commission (the
"SEC"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual or entity has sole or shared voting power
or investment power. As a consequence, several persons may be deemed to be the
"beneficial owners" of the same shares. Except as noted below, each holder has
sole voting and investment power with respect to shares of the Company's Class A
Common Stock and/or Class B Common Stock listed as owned by such person or
entity. When a person is a "co-trustee" or one of a number of Directors of a
corporation that owns shares of the Company's Common Stock, he or she has shared
voting and investment power.

3
<PAGE> 7

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
NUMBER OF OF NUMBER OF OF
SHARES OF OUTSTANDING SHARES OF OUTSTANDING
PROVIDENCE PROVIDENCE PROVIDENCE PROVIDENCE
JOURNAL JOURNAL JOURNAL JOURNAL
NAME AND ADDRESS CLASS A CLASS A CLASS B CLASS B AGGREGATE
OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK VOTING POWER
- ------------------------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Murray S. Danforth, III(4).... 2,428 6.3% 2,308 4.9% 5.2%
c/o Manasett Corporation
127 Dorrance Street
Providence, RI 02903
Esther E. M. Mauran(5)........ 2,660 6.9% 2,402 5.1% 5.4%
c/o Manasett Corporation
127 Dorrance Street
Providence, RI 02903
Frank Mauran(6)............... 4,458 11.6% 4,700 10.0% 10.3%
c/o Manasett Corporation
127 Dorrance Street
Providence, RI 02903
Pauline C. Metcalf(7)......... 3,020 7.8% 2,839 6.1% 6.4%
c/o Manasett Corporation
127 Dorrance Street
Providence, RI 02903
Jane P. Watkins(8)............ 2,353 6.1% 2,476 5.3% 5.4%
c/o Manasett Corporation
127 Dorrance Street
Providence, RI 02903
NAME OF DIRECTOR/
EXECUTIVE OFFICER(9)
Stephen Hamblett.............. 414 1.1% 148 0.3% 0.4%
Trygve E. Myhren.............. 375 1.0% -- -- 0.2%
F. Remington Ballou........... 46 0.1% 24 0.1% 0.1%
Henry P. Becton, Jr........... 14 0.0% -- -- 0.0%
Fanchon M. Burnham (10)....... 371 1.0% 376 0.8% 0.8%
Kay K. Clarke................. -- -- -- -- --
Peter B. Freeman.............. 316 0.8% 400 0.9% 0.8%
Benjamin P. Harris, III....... 47 0.1% 48 0.1% 0.1%
Paul A. Maeder (11)........... 180 0.5% 340 0.7% 0.7%
John W. Rosenblum............. 14 0.0% -- -- 0.0%
Henry D. Sharpe, Jr. (12)..... 5 0.0% -- -- 0.0%
W. Nicholas Thorndike (13).... 5,077 13.2% 5,399 11.5% 11.8%
John W. Wall.................. 49 0.1% 72 0.2% 0.1%
Patrick R. Wilmerding (14).... 468 1.2% 604 1.3% 1.3%
John A. Bowers................ 26 0.1% -- -- 0.0%
Jack C. Clifford.............. 86 0.2% -- -- 0.0%
John L. Hammond............... 3 0.0% -- -- --
Directors and Executive
Officers as a Group (25
Persons).................... 7,524 19.5% 7,411 15.8% 16.5%
<FN>
- ---------------

(1) Rhode Island Hospital Trust National Bank ("Hospital Trust"), as a
fiduciary, possesses sole voting and investment power as to 699 shares of
Class A Common Stock and 2,528 shares of Class B Common Stock and shared
voting and investment power as to 8,478 shares of Class A Common Stock and
10,059 shares of Class B Common Stock, under a number of wills, trusts and
agency arrangements. A substantial majority of the shares so held are
reflected elsewhere in this table, and include some of the shares reported
as beneficially owned by Helen D. Buchanan, Frank Mauran, Esther E. M.
Mauran, Pauline C. Metcalf and Jane P. Watkins. Also, Hospital Trust is a
co-trustee of several trusts for the
</TABLE>

4
<PAGE> 8

benefit of the family of the late Michael P. Metcalf holding 1,539 shares
of Providence Journal Class A Common Stock and 1,900 shares of Providence
Journal Class B Common Stock.

(2) Fiduciary Trust Company International ("FTCI") acts as trustee of certain
trusts created by Henry D. Sharpe, Jr. (a director of the Company) or his
wife, Peggy Boyd Sharpe, which hold shares of the Company for the benefit
of members of the Sharpe family. FTCI acts also as investment advisor for
two members of the Sharpe family. FTCI shares voting and dispositive power
with members of the Sharpe family as to 300 shares of Providence Journal
Class A Common Stock. FTCI possesses sole voting and dispositive power as
to 2,208 shares of Providence Journal Class A Common Stock and 3,124 shares
of Providence Journal Class B Common Stock.

(3) Helen D. Buchanan is co-trustee with Hospital Trust and her daughter, Jane
P. Watkins, of the Helen M. Danforth 1935 Trust, which holds 2,216 shares
of Providence Journal Class A Common Stock and 2,216 shares of Providence
Journal Class B Common Stock; is co-trustee with Hospital Trust of the
Helen M. Danforth 1941 Trust, which holds 27 shares of Providence Journal
Class B Common Stock; is one of the directors of two corporations holding
156 shares of Providence Journal Class A Common Stock and 5 shares of
Providence Journal Class B Common Stock; and holds 8 shares of Providence
Journal Class A Common Stock through a revocable trust.

(4) Murray S. Danforth, III owns 1,118 shares of Providence Journal Class A
Common Stock and 1,050 shares of Providence Journal Class B Common Stock;
is sole trustee of a trust for the benefit of his sister, which holds 1,130
shares of Providence Journal Class A Common Stock and 1,062 shares of
Providence Journal Class B Common Stock; is co-trustee of a trust for the
benefit of his sister which holds 164 shares of Providence Journal Class B
Common Stock; is one of four co-trustees of the Murray S. Danforth, Jr.
Grantor Trust No. 2 which holds 180 shares of Providence Journal Class A
Common Stock and 12 shares of Providence Journal Class B Common Stock; and
is co-trustee of the Manasett Corporation Retirement Plan, which holds 20
shares of Providence Journal Class B Common Stock.

(5) Esther E. M. Mauran is one of the Directors of Southland Communications,
Inc., which owns the shares indicated in the foregoing table. In addition,
Mrs. Mauran owns 244 shares of Providence Journal Class A Common Stock and
310 shares of Providence Journal Class B Common Stock.

(6) Frank Mauran, the husband of Esther E. M. Mauran, owns 40 shares of
Providence Journal Class B Common Stock; is co-trustee with Hospital Trust
(and another individual in one case) of several trusts created by Mrs.
Mauran's father, George P. Metcalf, for the benefit of Mrs. Mauran and her
sister, Pauline C. Metcalf, which trusts hold 3,528 shares of Providence
Journal Class A Common Stock and 3,732 shares of Providence Journal Class B
Common Stock; and is co-trustee of the Esther E. M. Mauran Family Trust,
which holds 930 shares of Providence Journal Class A Common Stock and 928
shares of Providence Journal Class B Common Stock.

(7) Pauline C. Metcalf is one of the Directors of Southland Communications,
Inc., which owns the shares indicated in the foregoing table. In addition,
through a revocable trust, Ms. Metcalf owns 604 shares of Providence
Journal Class A Common Stock and 747 shares of Providence Journal Class B
Common Stock.

(8) Jane P. Watkins owns 117 shares of Providence Journal Class A Common Stock
and 260 shares of Providence Journal Class B Common Stock; is a co-trustee
with Hospital Trust and her mother, Helen D. Buchanan, of the Helen M.
Danforth 1935 Trust, which holds 2,216 shares of Providence Journal Class A
Common Stock and 2,216 shares of Providence Journal Class B Common Stock;
and is co-trustee of a trust created by Mrs. Buchanan which holds 20 shares
of Providence Journal Class A Common Stock.

(9) Includes maximum number of shares subject to purchase within sixty days
upon the exercise of stock options and, for Mr. Myhren, Restricted Stock
Units, as follows: Mr. Hamblett, 38; Mr. Myhren, 272; Mr. Ballou, 5; Mr.
Becton, 5; Ms. Burnham, 5; Mr. Freeman, 5; Mr. Harris, 5; Mr. Rosenblum, 5;
Mr. Sharpe, 5; Mr. Thorndike, 5; Mr. Wall, 5; Mr. Wilmerding, 5; Mr.
Bowers, 9; Mr. Hammond, 3; and Directors and Executive Officers as a Group,
397.

5
<PAGE> 9

(10) Fanchon M. Burnham owns 117 shares of Providence Journal Class A Common
Stock, 147 shares of Providence Journal Class B Common Stock, and holds
vested options exercisable within sixty days to purchase an additional 5
shares of Providence Journal Class A Common Stock. She serves as a co-
trustee of trusts for her brother, which hold 211 shares of Providence
Journal Class A Common Stock and 189 shares of Providence Journal Class B
Common Stock. In addition, Mrs. Burnham's children own a total of 38 shares
of Providence Journal Class A Common Stock and 40 shares of Providence
Journal Class B Common Stock.

(11) Paul A. Maeder is one of four co-trustees of the Murray S. Danforth, Jr.
Grantor Trust No. 2 which holds 180 shares of Providence Journal Class A
Common Stock and 12 shares of Providence Journal Class B Common Stock. He
is co-trustee of two trusts, one for the benefit of Murray S. Danforth, III
and the other for the benefit of Mr. Danforth's sister, with each trust
holding 164 shares of Providence Journal Class B Common Stock.

(12) In addition to the shares shown in the table, the shares indicated as
beneficially owned by Fiduciary Trust Company International are held by
trusts for the benefit of Mr. Sharpe and members of his family.

(13) W. Nicholas Thorndike owns 144 shares of Providence Journal Class A Common
Stock, 108 shares of Providence Journal Class B Common Stock, and holds
vested options exercisable within sixty days to purchase an additional 5
shares of Providence Journal Class A Common Stock. He is a co-trustee of
several trusts for the benefit of members of another family holding 2,512
shares of Providence Journal Class A Common Stock and 3,199 shares of
Providence Journal Class B Common Stock. Mr. Thorndike is one of the
Directors of Southland Communications, Inc., which owns the shares
indicated in the foregoing table.

(14) Patrick R. Wilmerding owns 131 shares of Providence Journal Class A Common
Stock, 288 shares of Providence Journal Class B Common Stock, and holds
vested options exercisable within sixty days to purchase an additional 5
shares of Providence Journal Class A Common Stock. He is a co-trustee of
several trusts for the benefit of his family holding 332 shares of
Providence Journal Class A Common Stock and 316 shares of Providence
Journal Class B Common Stock.

6
<PAGE> 10

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's Certificate of Incorporation and By-Laws provide for a
classified Board of Directors. The Board of Directors currently consists of
fourteen members, classified into three classes as follows: Henry D. Sharpe,
Jr., Peter B. Freeman, F. Remington Ballou and Benjamin P. Harris, III
constitute a class with a term which expires at the upcoming Meeting (the "Class
III Directors"); John W. Wall, W. Nicholas Thorndike, Henry P. Becton, Jr., Paul
A. Maeder and Trygve E. Myhren constitute a class with a term ending in 1997
(the "Class II Directors"); and Stephen Hamblett, Patrick R. Wilmerding, John W.
Rosenblum and Fanchon M. Burnham constitute a class with a term ending in 1998
(the "Class I Directors"). Mr. Sharpe will retire from the Board at the Annual
Meeting. Kay K. Clarke, who was elected as a Director by vote of the Board of
Directors on October 25, 1995, will stand for election as a Class III Director.

The persons named below have been nominated for election at the Annual
Meeting as Directors of the Company. The Directors who are elected shall hold
office for a term of three years or until their respective successors shall have
been duly elected and qualified. Nominees for directors will be elected by a
plurality of the vote present in person or represented by proxy at the Annual
Meeting, a quorum being present.

All nominees are members of the present Board. Each of the nominees for
Director has consented to being named a nominee in this Proxy Statement and has
agreed to serve as a Director, if elected at the Annual Meeting. It is the
intention of the persons named in the proxy to vote for the following nominees.
Although management does not expect that any of the persons named above will be
unable to serve as a Director, should any of them be unable to accept election,
it is intended that the proxies will be voted for the election of a substitute
nominee selected by the persons named in the proxy.

NOMINEES FOR DIRECTOR:

<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
---- -------------------- -------
<S> <C> <C>
F. Remington Ballou.............. President & Chief Executive Officer, 1985
B.A. Ballou & Co., Inc.
Kay K. Clarke.................... Management Consultant 1995
Peter B. Freeman................. Corporate Director and Trustee 1981
Benjamin P. Harris, III.......... Senior Partner, Edwards & Angell 1985
</TABLE>

F. Remington Ballou, 67, is Chief Executive Officer of B. A. Ballou & Co.,
Inc., a jewelry manufacturing company, where he has been employed since 1965.
Mr. Ballou is also a Director of Keyport Life Insurance Co., a subsidiary of
Liberty Mutual Insurance Company, and of Hospital Trust.

Kay K. Clarke, 57, recently formed her own management consulting firm.
Prior to that, Ms. Clarke was President of the Micromarketing Division and
Senior Vice President -- Business Development for ADVO, Inc., which she joined
in 1990, from McGraw-Hill, Inc., where she was Executive Vice President. Ms.
Clarke is also a Director of Guardian Life Insurance Company of America, Age
Wave, Inc. and Lumex, Inc.

Peter B. Freeman, 63, has been self-employed during the past five years as
a corporate director and trustee, including serving as a Director of Blackstone
Valley Electric Company, AMICA Mutual Insurance Company and AMICA Life Insurance
Company, a trustee of Eastern Utilities Associates, as well as a trustee or
director of ten investment companies managed by Scudder, Stevens & Clark.

Benjamin P. Harris, III, 59, has been a partner in the law firm of Edwards
& Angell, Providence, Rhode Island, since 1969 and has practiced law with the
firm since 1961. Mr. Harris is also a Director of The Providence Mutual Fire
Insurance Company.

DIRECTORS CONTINUING IN OFFICE:

The persons named below are continuing in office as Directors of the
Company.

Stephen Hamblett, 61, is Chairman of the Board and Chief Executive Officer
of the Company and Publisher of the Journal-Bulletin newspapers. He has served
in such capacities since 1987. Mr. Hamblett was

7
<PAGE> 11

first employed by the Company in 1957 in its advertising department and has been
continuously employed by the Company since that time, serving as Assistant Vice
President for Administration, Vice President -- Marketing, Vice President --
Marketing and Corporate Development, Executive Vice President and President and
Chief Operating Officer before assuming his current positions. He has been a
Director of the Company since 1985. Mr. Hamblett also serves on the Board of
Directors of Continental Cablevision, Inc., the Associated Press and the Inter
American Press Association.

Henry P. Becton, Jr., 52, has been President and General Manager of WGBH
Education Foundation, the operator of public television and radio stations in
Massachusetts and producer of educational broadcast and non-broadcast
programming and software, since 1984. Mr. Becton has been a Director of the
Company since 1992. He is also a Director of Becton Dickinson and Company and is
a trustee or Director of six investment companies managed by Scudder, Stevens &
Clark.

Fanchon M. Burnham, 51, has been a partner in the accounting firm of F. M.
Burnham and Associates (formerly Brooks/Burnham) in Washington, D.C., since
1985. Ms. Burnham has been a Director of the Company since 1992.

Paul A. Maeder, 42, is Managing General Partner of Highland Capital
Partners, where he manages the firm's technology investments. Before forming
Highland, Mr. Maeder was a general partner at Charles River Ventures. Mr. Maeder
is also a Director of Avid Technology Corporation, Checkfree Corporation, The
Dodge Group, Software Clearing House and SQA, Inc. Mr. Maeder has been a
Director of the Company since 1995.

Trygve E. Myhren, 59, was President and Chief Operating Officer of the
Company from 1990 until his recent resignation effective March 31, 1996. From
1981 to 1988, Mr. Myhren was Chairman and Chief Executive Officer of American
Television and Communications Corporation (now Time-Warner Cable). Mr. Myhren
was a member of the Board of Directors of the National Cable Television
Association from 1980 to 1991 and served as its Chairman in 1986 and 1987. Prior
to joining the Company, Mr. Myhren served as President and Chief Executive
Officer of Myhren Media and General Partner of Arizona & Southwest Cable from
1988 to 1990. Mr. Myhren is currently a Director of Advanced Marketing Services,
Inc., Peapod, LP, Cable Labs and Continental Cablevision, Inc. Mr. Myhren has
been a Director of the Company since 1994.

John W. Rosenblum, 52, became the Tayloe Murphy Professor of Business
Administration at the Darden School of Business, University of Virginia, in
1993. From 1982 to 1993, Mr. Rosenblum was the Dean of the Darden School of
Business. Mr. Rosenblum serves on the Board of Directors of Cadmus
Communications Corp., Chesapeake Corporation, Comdial Corporation, Cone Mills
Corporation and T. Rowe Price Associates. He has been a Director of the Company
since 1992.

W. Nicholas Thorndike, 63, has been a Director of the Company since 1984.
Mr. Thorndike serves as a corporate Director or trustee of a number of
organizations, including Bradley Real Estate, Inc., Courier Corporation, Data
General, Eastern Utilities Associates and The Putnam Funds. He also serves as a
trustee of Massachusetts General Hospital, having served as Chairman of the
Board from 1987 to 1992 and President from 1992 to 1994. In February 1994 he
accepted appointment as a successor trustee of private trusts in which he has no
beneficial interest, and concurrently became, serving until October 1994,
Chairman of the Board of two privately owned corporations controlled by such
trusts that filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in August 1994.

John W. Wall, 71, retired as Vice-Chairman of Hospital Trust, Providence,
Rhode Island in 1986. Mr. Wall had been with Hospital Trust since 1946. He
returned to Hospital Trust at management's request to serve as Chairman and
Chief Executive Officer from 1991 to 1992. Since 1992 Mr. Wall has served as
Vice-Chairman of Hospital Trust. Mr. Wall has served as Director of the Company
since 1975.

Patrick R. Wilmerding, 53, has been a Director of the Company since 1979.
Mr. Wilmerding has been chairman of Private Signals, Inc., an import/export
company, since 1994. Prior to that, he served as a Division Executive with The
First National Bank of Boston. Mr. Wilmerding is a Director of the Indian
Opportunities Fund and a Trustee of five U.S. Business Trusts managed by Martin
Currie Investment Management Ltd.

8
<PAGE> 12

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company's Board of Directors held a total of 12 meetings during 1995.
Each member of the Board of Directors attended at least 75% of the aggregate
number of meetings of the Board and all Committees on which he or she served.

The standing committees of the Board of Directors of the Company are an
Executive Committee, an Audit Committee, a Compensation Committee and a
Nominating Committee. The functions of each of these four committees are
described and the members of each are listed below.

The Executive Committee has authority to exercise substantially all
authority of the Board of Directors with specific exceptions provided by law and
the Company's By-Laws. The members of the Executive Committee are Henry D.
Sharpe, Jr., Chairman, Patrick R. Wilmerding, W. Nicholas Thorndike, John W.
Wall and Stephen Hamblett. This Committee held four meetings in 1995.

The Audit Committee reviews the Company's audit plan, the scope of
activities of the independent auditors and of internal auditors, the results of
the audit after completion, and the fees for services performed during the year.
The Audit Committee also recommends to the Board of Directors the firm to be
appointed as independent auditors. During portions of some meetings this
Committee meets with representatives of the independent auditors without any
officers or employees of the Company present. The members of the Audit Committee
are Peter B. Freeman, Chairman, Fanchon M. Burnham, John W. Rosenblum, Henry P.
Becton, Jr., Kay K. Clarke and Paul A. Maeder. This Committee held three
meetings in 1995.

The Compensation Committee administers the Company's Incentive Compensation
Plan, Stock Option Plans and retirement and benefit plans, determines the
compensation of key officers of the Company and authorizes and approves
bonus-incentive compensation programs for executive personnel. The members of
the Compensation Committee are John W. Rosenblum, Chairman, F. Remington Ballou
and W. Nicholas Thorndike. This Committee held three meetings in 1995.

The Nominating Committee considers and recommends to the Board nominees for
possible election to the Board of Directors and considers other matters
pertaining to the size and composition of the Board of Directors and its
Committees. The members of the Nominating Committee are Henry P. Becton, Jr.,
Chairman, Fanchon M. Burnham and Patrick R. Wilmerding. The Nominating Committee
gives appropriate consideration to qualified persons recommended by stockholders
if such recommendations are accompanied by information sufficient to enable the
Nominating Committee to evaluate the qualifications of the persons recommended.
This Committee held four meetings in 1995.

COMPENSATION OF DIRECTORS

The Board of Directors of the Company is comprised of fourteen Directors,
one of whom is a salaried employee of the Company. Directors who are full-time
employees of the Company receive no additional compensation for services
rendered as a Director. The members of the Company's Board of Directors who are
not officers of the Company receive an annual retainer of $10,000 and a fee of
$950 for each meeting attended, which amount has been increased to $1,250 in
1996 as a result of the Board's decision to reduce from ten to six the number of
meetings but increase their length from a half day to four full day meetings and
strategic meetings in December and July lasting one full day and two full days,
respectively. The Company also pays each Director who is not an officer of the
Company a fee of $750 for each Board Committee meeting attended. In addition,
the Chairmen of the Executive Committee, the Audit Committee, the Compensation
Committee and the Nominating Committee of the Company's Board of Directors
receive an annual retainer of $3,000, $2,500, $2,500 and $1,000, respectively.
Directors who reside outside the Providence area are reimbursed for their travel
expenses incurred in connection with attendance at meetings of the Company's
Board of Directors.

The Directors of the Company are participants in the Company's Incentive
Stock Units Plan ("IUP"). At December 31, 1994, the Directors held 658 Stock
Units. Upon the liquidation of eighty-five percent of the Stock Units in the
IUP, which occurred prior to the consummation of the merger of Old Providence
Journal with Continental, the Directors were paid an aggregate amount of
$3,610,263 in a combination of cash and stock. The payout related to the
liquidation of the remaining fifteen percent of the Stock Units in the IUP is

9
<PAGE> 13

anticipated in the second half of 1996. (See footnote (1) to table, "Aggregated
SAR Exercises in Last Fiscal Year and Year-End SAR Values")

Under the Director Option Plan, an option to purchase five shares of the
Company's Common Stock is granted to each Non-Employee Director upon commencing
his or her service on the Board. An option to purchase an additional five shares
is granted to each such director on October 1st of each subsequent year the Plan
is in effect. The exercise price for each option is the fair market value of the
Company's Common Stock on the date of grant. Each option is exercisable after
the expiration of one year following the date of grant. (See "Proposal No.
2 -- A Proposal to Amend the 1994 NonEmployee Director Stock Option Plan").

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The law firm of Edwards & Angell, of which Mr. Harris is a partner,
regularly performs legal services for the Company. Edwards & Angell has acted as
the Company's principal counsel for over 60 years.

EXECUTIVE OFFICERS

The following persons are the executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE PRESENT OFFICE
- ------------------------------------------- --- -------------------------------------------------
<S> <C> <C>
Stephen Hamblett........................... 61 Chairman of the Board, Chief Executive Officer
and Publisher
Jack C. Clifford........................... 62 Executive Vice President -- Broadcasting,
Programming & Electronic Media
Howard G. Sutton........................... 46 Senior Vice President & General Manager --
Publishing
John L. Hammond............................ 50 Vice President -- General Counsel & Chief
Administrative Officer
Thomas N. Matlack.......................... 31 Vice President -- Finance & Chief Financial
Officer
John A. Bowers............................. 43 Vice President -- Human Resources
John Hayes................................. 54 Vice President -- Television
Michael B. Isaacs.......................... 49 Vice President -- Government and Corporate
Relations
Paul H. McTear............................. 48 Vice President -- Finance and Business
Development -- Broadcasting, Programming &
Electronic Media
Joel P. Rawson............................. 52 Vice President and Executive Editor
Joel N. Stark.............................. 51 Vice President -- Publishing Development and
Marketing
Harry Dyson................................ 59 Treasurer and Secretary
</TABLE>

Each executive officer is elected annually and serves at the pleasure of
the Board of Directors.

Jack C. Clifford, 62, has been Executive Vice President -- Broadcasting,
Programming & Electronic Media since April 1, 1996. Prior to that, Mr. Clifford
had been Vice President -- Broadcasting & Telecommunications since September,
1995 and, before that, Vice President -- Broadcasting and Cable Television since
1982.

Howard G. Sutton, 46, has been Senior Vice President & General
Manager-Publishing since April 1, 1996. Prior to that, Mr. Sutton had been Vice
President & General Manager since 1987.

John L. Hammond, 50, has been Vice President -- General Counsel & Chief
Administrative Officer since April 1, 1996. Prior to that, Mr. Hammond had been
Vice President -- Legal since October, 1992. Mr. Hammond was Vice President,
General Counsel and Secretary of Landstar System, Inc. from 1989 to 1992. Prior
to that, Mr. Hammond was employed by The Singer Company for ten years and was
Deputy General Counsel at the time of his departure.

10
<PAGE> 14

Thomas N. Matlack, 31, is currently Vice President -- Finance & Chief
Financial Officer, a position he has held since April 1, 1996. Prior to that,
Mr. Matlack had been Vice President -- Finance since September, 1995. From 1992
to 1995, Mr. Matlack was Director -- Financial Planning and Analysis of the
Company. Prior to that, Mr. Matlack was employed by Houghton-Mifflin Company in
various strategic and financial positions. Mr. Matlack was also employed by
Goldman, Sachs & Co.

John A. Bowers, 43, has been Vice President -- Human Resources since
November, 1990. Prior to that time, Mr. Bowers served in various Human Resources
positions with the Company and its subsidiaries since 1980.

John Hayes, 54, has been Vice President -- Television since April 1, 1996.
Prior to that, Mr. Hayes had been Vice President -- Television of the Company's
Broadcasting Division since 1991 and, before that, had been President and
General Manager of the Company's television station in Charlotte, North Carolina
since 1989.

Michael B. Isaacs, 49, has been Vice President -- Government and Corporate
Relations since April 1, 1996. Prior to that, Mr. Isaacs had been Vice
President -- Government Affairs and Public Policy of the Company's Broadcasting
and Telecommunications Division since 1994 and, before that, had been Director
of Government Affairs & Public Policy of the Company since 1991.

Paul H. McTear, Jr., 47, has been Vice President -- Finance and Business
Development -- Broadcasting, Programming & Electronic Media since April 1, 1996.
Prior to that, Mr. McTear had been Vice President -- Finance and Business
Development of the Company's Broadcasting and Telecommunications Division since
October 1, 1995. Mr. McTear had been Vice President -- Finance and Business
Affairs of the Company's Broadcasting and Cable Television Division since June,
1995 and, before that, was Executive Director -- Finance of the Company's
Broadcasting and Cable Television Division.

Joel P. Rawson, 52, became Vice President and Executive Editor on January
1, 1996. Prior to that, Mr. Rawson had been Deputy Executive Editor since 1989.

Joel N. Stark, 51, is currently Vice President -- Publishing Development
and Marketing, a position he has held since 1988.

Harry Dyson, 59, a certified public accountant, is currently Treasurer and
Secretary, a position he has held since 1986.

11
<PAGE> 15

EXECUTIVE COMPENSATION

<TABLE>

The following table sets forth for the fiscal years ended December 31,
1995, 1994 and 1993 information regarding compensation paid by the Company and
its predecessor, Old Providence Journal, to the Chief Executive Officer and the
Company's other four most highly compensated executive officers (the "Named
Executive Officers").

SUMMARY COMPENSATION TABLE

<CAPTION>
LONG-TERM
COMPENSATION(1)
ANNUAL COMPENSATION ------------------------
------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND COMPENSATION AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (2)($) (3)($) (# SHS.) (4)($)
- -------------------------------- ---- --------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen Hamblett................ 1995 $600,000 $390,000 $ -- $ -- 150 $ 702
Chairman, Chief Executive 1994 600,000 360,000 -- -- 150 702
Officer and Publisher 1993 600,000 360,000 -- 1,013,800 -- 30,702
Trygve E. Myhren(5)............. 1995 500,000 325,000 -- -- 115 702
President and Chief 1994 500,000 300,000 -- -- 115 702
Operating Officer 1993 500,000 300,000 51,949 762,200 -- 25,702
Jack C. Clifford................ 1995 260,000 169,000 -- -- 65 702
Executive Vice President -- 1994 260,000 171,000 47,481 -- 55 544,702
Broadcasting, Programming & 1993 260,000 156,000 -- 407,000 -- 702
Electronic Media
John A. Bowers.................. 1995 180,000 117,000 -- -- 40 702
Vice President -- Human 1994 180,000 108,000 52,544 -- 35 702
Resources 1993 180,000 108,000 -- 273,800 -- 9,702
John L. Hammond................. 1995 155,000 147,000 (6) -- -- 40 702
Vice President -- General 1994 148,000 74,200 (6) -- -- 10 702
Counsel & Chief Administrative 1993 140,000 56,000 (6) -- 199,800 -- 30,846
Officer

- ---------------
<FN>
(1) All participants, including the Named Executive Officers, in the Employee
Option Plan, Director Option Plan and Restricted Stock Unit Plan previously
were to receive additional payments in cash or shares of the Company's
Class A Common Stock reflecting any increase in the price of Continental
Class A Common Stock established after a public offering thereof or in
certain other circumstances. As a result of a planned merger of Continental
with and into US West, Inc. ("US West"), jointly announced by those
companies on February 27, 1996, participants in these plans now may receive
such additional payments based on the increased price of Continental Class
A Common Stock reflected in the planned merger. (See footnote (1) to table,
"Aggregated SAR Exercises in Last Fiscal Year and Year-End SAR Values".)

(2) This column includes the aggregate incremental cost to the Company of
providing various perquisites and personal benefits. Includes automobile
purchase allowances in 1994 for Mr. Clifford and Mr. Bowers of $21,702 and
$31,540, respectively. During 1993, Mr. Myhren was granted an allowance to
purchase a vehicle including tax reimbursement for $23,148.

(3) This column shows the market value of Restricted Stock Unit awards made
pursuant to the Providence Journal Restricted Stock Unit Plan on the date
of grant, which was October 1, 1993, to senior officers of the Company
including the executives listed on the table above. Restricted stock units
will be completely vested on October 1, 1996. The number of restricted
stock unit holdings at the end of 1995 were for Mr. Hamblett, 327 units;
Mr. Myhren, 245 units; Mr. Clifford, 131 units; Mr. Bowers, 88 units; and
Mr. Hammond, 64 units. The value of each unit, based upon the most recent
independent appraisal of the Class A Common Stock conducted in September,
1995, is $5,072. Dividends are added to the awards as and when declared,
but have not been accrued in the listed valuation.

(4) The amount shown for Mr. Clifford in 1994 includes a payout of $544,000
pursuant to a previous deferred bonus arrangement. The amounts shown for
1993 include Old Providence Journal Class A Common Stock granted in lieu of
salary increases in 1993 to Mr. Hamblett, Mr. Myhren, and Mr. Bowers in the
amounts of $30,000, $25,000, and $9,000, respectively. The remaining
amounts shown in the table are amounts contributed under the Journal 401(k)
Plan as described below under the caption "Retirement Benefits". The amount
shown for Mr. Hammond in 1993 includes $30,142 in moving expenses.

12
<PAGE> 16

(5) Resigned from the Company effective March 31, 1996. See "Termination of
Employment and Change in Control Agreements" for a discussion of payments
to be made to Mr. Myhren upon his resignation.

(6) Includes deferred compensation.

</TABLE>

<TABLE>

The following table sets forth stock options granted October 1, 1995 to the
Named Executive Officers pursuant to the 1994 Employee Stock Option Plan (the
"Employee Option Plan").

OPTION/SAR GRANTS IN FISCAL YEAR 1995

<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
- --------------------------- ---------- ------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen Hamblett........... 150 19% $ 5,072 10/04/05 $478,500 $1,212,450
Trygve E. Myhren........... 115 14% 5,072 10/04/05 366,850 929,945
Jack C. Clifford........... 65 8% 5,072 10/04/05 207,350 525,395
John A. Bowers............. 40 5% 5,072 10/04/05 127,600 323,320
John L. Hammond............ 40 5% 5,072 10/04/05 127,600 323,320

- ---------------
<FN>
(1) The options are non-qualified stock options and become exercisable in four
equal annual installments beginning October 1, 1996. All options become
exercisable immediately upon a change of control (as defined in the Employee
Option Plan).

(2) The per share option exercise price represents the fair market value of the
Company's Class A Common Stock at the date of grant. In accordance with the
terms of the Employee Option Plan, the Committee used the most recent
valuation by an independent appraisal firm as the basis to determine the
fair market value inasmuch as the Company's shares are not traded on a
public market.

(3) The dollar amounts under these columns result from calculations at the 5%
and 10% assumed appreciation rate set by the SEC and, therefore, are not
intended to forecast possible future appreciation, if any, of the Company's
Class A Common Stock price. At the 5% and 10% assumed appreciation rate the
price per share of the Company's Class A Common Stock would be $8,262 and
$13,155, respectively.

</TABLE>

<TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END ($)
NAME EXERCISE(#) REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ------------------------ ----------- ----------- ----------------------------- ----------------------------
<S> <C> <C> <C> <C>
Stephen Hamblett........ -- $ -- 38/262 $167,580/$493,920
Trygve E. Myhren........ -- -- 115/115 507,150/ 0
Jack C. Clifford........ 14 61,740 0/106 0/ 180,810
John A. Bowers.......... -- -- 9/ 66 39,690/ 114,660
John L. Hammond......... -- -- 3/ 47 13,230/ 30,870

- ---------------
<FN>
(1) The amounts in these columns are calculated using the difference between the
fair market value of the Company's Common Stock at the end of the Company's
1995 fiscal year (using the most recent appraisal of the Class A Common
Stock) and the option exercise prices.

</TABLE>

13
<PAGE> 17

<TABLE>

AGGREGATED SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END SAR VALUES

<CAPTION>
NUMBER OF VALUE OF
STOCK UNITS VALUE RETAINED RETAINED
NAME LIQUIDATED REALIZED(1) STOCK UNITS STOCK UNITS(1)
- ---------------------------------------------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Stephen Hamblett.............................. 1,252 $12,474,965 220 $2,201,464
Trygve E. Myhren.............................. 678 4,720,747 120 833,073
Jack C. Clifford.............................. 448 4,086,289 79 721,110
John A. Bowers................................ 158 759,366 28 134,006
John L. Hammond............................... -- -- -- --

- ---------------
<FN>
(1) Eighty-five percent of the Stock Units in the Company's IUP were liquidated
upon completion of an independent appraisal of the Class A Common Stock of
Old Providence Journal with respect to Old Providence Journal's non-cable
assets (the "Company Appraisal"), which was completed prior to the Merger.
(See above, under "Prior Event" for a brief description of the merger of Old
Providence Journal with Continental.) Each of the Stock Units of an IUP
participant was valued in an amount equal to the sum of (i) the price
ascribed to a share of the Company's Common Stock as determined by the
Company Appraisal and (ii) the price ascribed to a share of Continental
Common Stock received by the Old Providence Journal shareholders (the
"Continental Merger Stock") on the date of the closing of the Merger, which
was $19.40 per share (the "Continental Closing Share Value"). IUP
participants received a combination of cash and Old Providence Journal Class
A Common Stock, net of tax obligations, in the liquidation of eighty-five
percent of the Stock Units. The Old Providence Journal Class A Common Stock
received by IUP participants was exchanged for Continental Merger Stock and
the Company's Class A Common Stock in connection with the Merger and the PJC
Spin-Off. The remaining obligations regarding the IUP, including the Stock
Units that were not liquidated (the "Retained Stock Units") were transferred
to and assumed by the Company. Each of the Retained Stock Units will be
valued based upon the sum of (a) the fair market value of a share of
Continental Class A Common Stock determined as described below (the
"Continental Share Value"), and (b) the value of the Company's Common Stock
determined in the Company Appraisal. The Retained Stock Units will be
liquidated by payment in cash or the Company's Common Stock to the IUP
participants promptly after determination of the Continental Share Value. If
the Continental Share Value is less than the Continental Closing Share Value
at the time the Continental Share Value is determined, an amount equal to
the shortfall shall be deducted from the amount to be paid with respect to
the Retained Stock Units. Alternatively, if, at the time of such payment,
the Continental Share Value is more than the Continental Closing Share
Value, the IUP participants will be paid in cash or the Company's Class A
Common Stock an amount equal to the incremental amount, if any, that would
have been due each IUP participant had the Continental Share Value been used
instead of the Continental Closing Share Value in the valuation of Stock
Units in connection with the liquidation of eighty-five percent of the Stock
Units. At the time of such payment, all obligations regarding the IUP will
have been finally and fully satisfied. Previously, the Continental Share
Value was to be determined after the earlier of a public offering of
Continental Class A Common Stock or the issuance by Continental of shares of
its capital stock for aggregate consideration of not less than $1,000,000
and, if neither event occurred within eighteen months of the closing of the
Merger, the Continental Share Value was to be determined by independent
appraisal. Since consummation of the Merger, Continental has agreed to merge
with US West. Accordingly, pursuant to a resolution of the Compensation
Committee of the Company's Board of Directors, the Continental Share Value
has been re-defined as the amount received by the holders of Continental's
Class A Common Stock upon consummation of the merger between Continental and
US West or, if the merger agreement between Continental and US West shall be
terminated, the average of the closing prices for Continental Class A Common
Stock during the last 20 trading days during the first 90 days after the
last to occur of the following: (a) termination of the merger agreement
between Continental and US West; or (b) listing of Continental's Class A
Common Stock on the NASDAQ National Market System or on a national
securities exchange.

</TABLE>

14
<PAGE> 18

RETIREMENT BENEFITS

<TABLE>

PENSION PLAN TABLE

<CAPTION>
YEARS OF SERVICE AT RETIREMENT
EARNINGS CREDITED FOR --------------------------------------------
RETIREMENT BENEFITS 10 15 20 25
- ---------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
150,000........................................... 28,177 42,265 53,353 70,442
200,000........................................... 38,177 57,265 76,353 95,442
300,000........................................... 58,177 87,265 116,353 145,442
400,000........................................... 78,177 117,265 156,353 195,442
500,000........................................... 98,177 147,265 196,353 245,442
600,000........................................... 118,177 177,265 236,353 295,442
700,000........................................... 138,177 207,265 276,353 345,442
800,000........................................... 158,177 237,265 316,353 395,442
900,000........................................... 178,177 267,235 356,353 445,442
1,000,000........................................... 198,177 297,265 396,353 495,442
1,100,000........................................... 218,177 327,265 436,353 545,442
1,200,000........................................... 238,177 357,265 476,353 595,442
</TABLE>

The Company maintains a retirement income plan (the "Providence Journal
Pension Plan") which is a funded, qualified, non-contributory, defined benefit
plan that covers all employees, including executive officers, of the Company and
its subsidiaries. The Providence Journal Pension Plan provides benefits based on
the participant's highest average salary for the 60 consecutive months within
the ten years last served with the Company prior to retirement and the
participant's length of service. The amounts payable under the Providence
Journal Pension Plan are in addition to any Social Security benefit to be
received by a participant. The Providence Journal Pension Plan benefit vests
upon completion of five years of service with the Company.

As of December 31, 1995, the Named Executive Officers have the following
years of credited service with Providence Journal and highest average salary for
purposes of the Providence Journal Pension Plan: Mr. Hamblett, 38 years; Mr.
Myhren, 5 years; Mr. Clifford, 17 years; Mr. Bowers, 16 years; and Mr. Hammond,
3 years. However, for purposes of calculating their retirement benefit in the
above table, the Supplemental Retirement Plan discussed below requires that Mr.
Myhren and Mr. Clifford be deemed to have been employed with the Company since
age 35. The resulting benefit for each of these two executive officers would be
reduced by an amount which represents the estimate of benefits under the
provisions of the Providence Journal Pension Plan based upon the executive
officer's years of service with prior employers. (See discussion of Supplemental
Retirement Plan, below.)

The amounts shown in the table above have been calculated without reference
to the maximum limitations imposed by the Internal Revenue Code of 1986, as
amended (the "Code") on benefits which may be paid, or on compensation that may
be recognized under a qualified defined benefit plan. The amounts include the
estimated total annual retirement benefits that would be paid from the
Providence Journal Pension Plan and, if applicable, the Excess Benefit Plan and
the Supplemental Retirement Plan.

The Company has established an Excess Benefit Plan to provide pension
benefits for certain employees, including the Named Executive Officers. The
Excess Benefit Plan provides that each participant will receive benefits
thereunder equal to the difference between the amount such participant is
entitled to receive under the Providence Journal Pension Plan and the amount he
or she would have been entitled to receive without regard to the maximum
limitations imposed by the Code. Participants will be vested under the Excess
Benefit Plan according to the same vesting provisions as the Providence Journal
Pension Plan. The Excess Benefit Plan is unfunded.

The Company has also established a Supplemental Retirement Plan to provide
full retirement benefits (less an imputed benefit for service with previous
employers) for any of the five top executive officers of the Company who retire
as employees of the Company and who would not otherwise receive full pension
benefits

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<PAGE> 19

because of a shortened length of service with the Company. The Supplemental
Retirement Plan is unfunded. "Covered Compensation" for the Named Executive
Officers under the Supplemental Retirement Plan is the total of their salary and
bonus payments shown in the Summary Compensation Table, above.

The Company has established the Journal Qualified Compensation Deferral
Plan (the "Journal 401(k) Plan") to provide a savings incentive for employees.
The Journal 401(k) Plan involves a contribution of up to $10.50/week by the
Company for each participating employee and a matching contribution of $3 per
week for each participant who deducts 2% to 15% of pre-tax income. Employees who
have completed six months of service with the Company, including the Named
Executive Officers, are eligible to participate in the Journal 401(k) Plan.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

On October 11, 1993, the Company entered into an agreement with certain
executive officers of the Company, including the Named Executive Officers, which
agreements become effective upon a change in control of the Company.

In the event of a change of control, each of the agreements with Messrs .
Hamblett, Myhren, Clifford and Bowers provides a three-year term of employment
with responsibilities, compensation and benefits at least commensurate with
those experienced by such officer during the prior six months. If terminated
involuntarily, the individual is entitled to 299% of the highest annual base
salary and average bonus received during the prior three years (the "Maximum
Severance") as a lump sum severance payment. The agreement with Mr. Hammond
provides for a two year term and severance of 150% of the highest annual base
salary and average bonus received during the prior three years. In the event of
a voluntary resignation, the agreement provides a severance benefit equal to six
months of base salary. Dismissal of the officer for cause results in no
severance payment to the individual.

On October 11, 1993, in a supplemental letter agreement, the Company agreed
to pay the Maximum Severance to Messrs. Hamblett, Myhren, Clifford and Bowers
(or a lesser severance for certain other executives) in the event any of these
executives were to be involuntarily terminated as a result of a corporate
restructuring even if prior to a change of control. However, the Maximum
Severance (or such lesser severance) will not apply in the case of termination
for cause, for unsatisfactory performance or as a result of a reduction in staff
for economic reasons. The Change of Control Agreements specify that if the
Company seeks to retain the executive subsequent to the restructuring, even with
diminished responsibilities, and such executive declines, a severance payment
from the Company to the executive would be discretionary.

The maximum amount that could be payable to all 20 executives pursuant to
the Change of Control Agreements based upon the requisite percentage of base
salary and bonus, in the event that each such executive were to be terminated
because of a change of control of the Company, is approximately $11 million.

On February 9, 1996, the Company entered into an agreement with Trygve E .
Myhren in connection with his resignation effective March 31, 1996 (the
"Effective Date") as President and Chief Operating Officer. This agreement
provided for severance payments of $2,434,100. In addition, this Agreement
provided that Mr. Myhren's 1994 grant of 115 stock options under the Employee
Stock Option Plan would become fully vested and exercisable as of the Effective
Date and that his 245 Stock Units under the Restricted Stock Unit Plan would
become fully vested and would be distributed to him in shares of the Company,
net of tax obligations. The agreement also provided for Mr. Myhren to receive
distributions under the IUP on the same basis as all other participants and that
he would receive a retirement benefit of $143,735 per year commencing at age 65
pursuant to the Company's Supplemental Retirement Plan. The agreement also
covers certain continuing relationships between Mr. Myhren and the Company. Mr.
Myhren will continue to serve as a member of the Board of Directors of the
Company and as the Company's representative on the Board of Directors of Peapod,
L.P., in which the Company has an interest of approximately 17%. Also, Mr.
Myhren will serve, along with Stephen Hamblett, the Company's Chairman and Chief
Executive Officer, on the Board of Directors of Continental, as provided in the
Merger Agreement. (See "Prior Event" for a description of the Company's
transaction with Continental). In addition, the agreement provides that in the
event that Mr. Hamblett dies, becomes disabled or resigns during the one-year
period following the Effective Date, the

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<PAGE> 20

Board of Directors of the Company has the right to recall Mr. Myhren to
full-time employment as the Company's Chief Executive Officer. This recall
arrangement is subject to termination by either party on thirty days notice.

On August 29, 1995, the Company entered into a settlement agreement and
release with James F . Stack in connection with his resignation as Vice
President -- Finance and Chief Financial Officer, which became effective on
September 30, 1995. This agreement provided for a severance payment of
$1,315,600 and certain additional payments in an aggregate amount of $190,000.
In addition, this agreement provided that Mr. Stack's 65 stock options under the
Employee Option Plan would become fully vested and exercisable as of the
effective date of his resignation and that his 68 Stock Units under the
Restricted Stock Unit Plan would become fully vested and would be distributed to
him in shares of Old Providence Journal, net of tax obligations. The agreement
also provided for Mr. Stack to receive distributions under the IUP on the same
basis as all other participants and that he would receive a retirement benefit
of $63,000 per year commencing at age 65 pursuant to the Company's Supplemental
Executive Retirement Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Old Providence Journal had no compensation committee of its Board of
Directors but its Executive Committee performed the functions thereof. The
members of the Executive Committee during 1994 and 1995 were Messrs. Hamblett,
Sharpe, Thorndike, Wall and Wilmerding. Mr. Hamblett was the Chairman of the
Board and Chief Executive Officer of Old Providence Journal. The Compensation
Committee of the Company is comprised entirely of non-employee Directors and
held its first meeting in October, 1995.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors, which is comprised of
the three non-employee Directors named following this report, is responsible for
the design and implementation of salary and incentive programs and other
compensation matters for the Company's top corporate officers to attract,
motivate and retain high quality management talent. Specifically, the
Committee's duties and responsibilities are to:

- Review and recommend changes in compensation of top corporate officers.
This includes establishing base salaries, incentive compensation plans,
special performance bonuses, retirement plans and perquisites. The
Committee's decisions in these areas are submitted, when appropriate, to
the Board of Directors for approval.

- Review year-end corporate financial performance and approve payment of
bonuses under the Company's Management Incentive Compensation Plan for
corporate officers.

- Administer the Employee Stock Option Plan, Restricted Stock Unit Plan and
the Supplemental Executive Retirement Plan, including approving
participants, determining grant levels and deciding all other
administrative matters.

- Review and approve all employment agreements with top corporate officers.

In fulfilling their responsibilities the Committee is assisted by an
independent executive compensation consulting firm in evaluating the
competitiveness of the Company's pay levels and the appropriateness of plan
design. Competitively focused analyses examine relevant general market data,
media industry surveys, as well as executive compensation of selected public
companies with which the Company competes for executive talent. The Company's
pay philosophy is to structure base salaries and annual incentives between the
median and the seventy-fifth percentile of such competitive market data. Actual
pay decisions are made considering this data as well as individual
qualifications and performance, experience, responsibilities and relative
company size, financial performance and total shareholder returns, with such
factors not specifically weighted.

The principal components of the Company's executive compensation program
include base salary, annual performance-based bonus under the Management
Incentive Compensation Plan ("MICP") and stock options granted under the
Company's 1994 Employee Stock Option Plan.

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<PAGE> 21

MANAGEMENT INCENTIVE COMPENSATION PLAN

Annual bonuses under the Plan are based on the Company's earnings before
interest and taxes (EBIT) as compared to pre-established target levels. Awards
vary from 20 percent of salary at 85 percent of goal attainment up to 60 percent
of salary at 115 percent of goal. The Company has used stretch goals relative to
the annual budget since 1994. In addition, bonus awards determined based on EBIT
may be adjusted up or down at the discretion of the Committee based upon
performance relative to individual objectives.

STOCK OPTIONS

Stock options granted under the Plan are granted with an exercise price
equal to 100 percent of Fair Market Value as determined under the Plan. To date
all stock options granted have been non-qualified options in that they are not
intended to qualify for special tax treatment under Section 422 of the Internal
Revenue Code. Options vest ratably in annual increments over four years
following grant, subject to continued employment.

CHIEF EXECUTIVE OFFICER COMPENSATION

Consistent with the Company's pay philosophy and based upon the competitive
analysis performed by the independent executive compensation consultant, the
Committee decided not to make any changes to Mr. Hamblett's base salary level.
The Committee noted that Mr. Hamblett's base salary has not been increased since
1992 and is currently at the seventy-fifth percentile of competitive market data
for comparable size companies.

After reviewing the Company's performance, and after giving due
consideration to the successful consummation of the merger of the cable
operations with Continental, the Committee determined that Mr. Hamblett's annual
bonus for 1995 should be $390,000, which is 65 percent of salary. In addition,
both in recognition of performance during 1995 and as an incentive to continue
to further increase shareholder value, Mr. Hamblett was granted 150 stock
options.

Respectfully submitted:

The Compensation Committee
John W. Rosenblum (Chair)
F. Remington Ballou
W. Nicholas Thorndike

STOCKHOLDER RETURN PERFORMANCE GRAPH

The stockholder return performance graph is omitted from this Proxy
Statement because the Company did not become subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), until August 31, 1995. In addition, since that time the stockholders of
the Company have been prohibited from selling their shares pursuant to a
"lock-up" agreement in connection with the PJC Spin-Off. Therefore, the Company
has no share trading history to depict in a stockholder return performance
graph.

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PROPOSAL NO. 2

PROPOSAL TO AMEND THE 1994 EMPLOYEE
STOCK OPTION PLAN

The 1994 Employee Stock Option Plan (the "Employee Option Plan") was
adopted by the Board of Directors effective as of October 1, 1994 and was
approved by the Company's stockholders on September 27, 1995. The Board of
Directors proposes to amend the Employee Option Plan by increasing the number of
shares of the Company's Class A Common Stock reserved for issuance thereunder
from 3,750 to 8,000, increasing the maximum number of shares which may be issued
to any one individual from 750 to 1,600 and extending the term of the Plan for
one additional year. As proposed to be amended, the Employee Option Plan will
remain in effect until September 30, 2000 unless earlier terminated by the Board
of Directors. The purpose of the amendment is to provide the Company more
flexibility in attracting and retaining highly qualified employees and enhance
the Company's policy of aligning the interests of the Company's management with
the interests of the Company's stockholders.

GENERAL DESCRIPTION OF EMPLOYEE OPTION PLAN

The following is a general description of the principal features of the
Employee Option Plan. It is qualified in its entirety by reference to the
complete text of the Employee Option Plan, as proposed to be amended, which is
attached to this proxy statement as Exhibit A and is incorporated herein by
reference.

The Employee Option Plan is intended to provide long-term incentive
compensation and share ownership opportunities to employees, thereby helping the
Company attract and retain high quality employees. These incentives will
contribute to the success of the Company by providing a greater identity of
interest between the employees and stockholders.

Under the terms of the Employee Option Plan, key employees recommended by
the Compensation Committee of the Board are eligible to receive grants of stock
options. According to the provisions of the Employee Option Plan, such committee
has a wide degree of flexibility in selecting the participants in the Employee
Option Plan, determining the size of grants of options, establishing the terms
and conditions of such option grants, amending the terms and conditions of any
outstanding option brought about by any adjustments and reorganizations, as
discussed below (see "Adjustments and Reorganizations"), and otherwise making
such determinations and/or interpretations and establishing such procedures as
may be necessary or advisable for the administration of the Employee Option
Plan.

Shares Subject to the Employee Option Plan. The maximum number of shares
of Class A Common Stock that can be used for purposes of the Employee Option
Plan is proposed to be increased from 3,750 to 8,000 shares. The maximum number
of shares that may be issued to any one individual is proposed to be increased
from 750 to 1,600. Shares may be awarded from authorized and unissued shares or
from treasury shares, as determined by the Compensation Committee. The current
estimated market value of the Class A Common Stock is $5,072 per share.

Stock Options. Stock options granted under the Employee Option Plan are
Non-Qualified Stock Options that do not satisfy the criteria of Section 422 of
the Code. The exercise price of any stock option granted under the Employee
Option Plan will be the fair market value (as defined below) on the date of the
grant. Each stock option granted on October 1, 1994 under the Employee Option
Plan had an exercise price of $7,700 which was the fair market value on the date
of grant. Such exercise price was adjusted to $662 in connection with the
transactions contemplated by the Contribution and Assumption Agreement pursuant
to arrangements made in connection with the Merger. Each stock option granted on
October 25, 1995 had an exercise price of $5,072, which was the fair market
value on the date of grant. Subject to the maximum number of shares issuable
under the Employee Option Plan, the Compensation Committee shall have discretion
in determining the number of options and shares subject to such options.

Fair market value for all purposes under the Employee Option Plan means the
average of the high and low prices of shares of the Company's Class A Common
Stock as traded on an applicable stock exchange or in

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<PAGE> 23

an established over-the-counter trading market for the date in question,
provided that if such shares were not traded on that day, the average of high
and low prices on the previous day are used to determine fair market value. In
the event that shares of the Class A Common Stock of the Company are not
publicly traded, in the discretion of the Board of Directors, fair market value
shall be determined (i) by reference to the most recent prices paid for such
shares by buyers in arms-length transactions, (ii) by reference to the most
recent appraisal of the value of such shares provided by an independent
valuation firm or (iii) by such other means as the Board of Directors shall deem
appropriate.

The options shall vest and be exercisable at such times and according to
such terms and conditions as determined by the Compensation Committee, and the
Compensation Committee shall have the authority to accelerate the vesting of any
stock options as it deems appropriate for the Employee Option Plan or the
Company. The Compensation Committee shall also set forth at the time of grant
the terms and conditions of the treatment of any outstanding stock options in
the event of a termination of employment.

The number of stock options and current estimated value of stock underlying
options awarded to the Named Executive Officers are, respectively: Mr. Hamblett,
300 options and $1,521,600; Mr. Myhren, 230 options and $1,166,560; Mr.
Clifford, 120 options and $608,640; Mr. Bowers, 75 options and $380,400; and Mr.
Hammond, 50 options and $253,600. For the Executive Group as a whole, 282
options were awarded with a current estimated stock value of $1,430,304. For the
non-Executive Officer Employee Group, 236 options were awarded with a current
estimated stock value of $1,196,992.

All options granted become exercisable in four equal annual installments
beginning one year after the grant date. The option term is ten years.

Change of Control Benefits. Upon a "Change of Control" of the Company
(defined in the Employee Option Plan to include (i) a change of control of the
Company of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or similar schedule) of the Exchange
Act; (ii) the Company becoming a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
the then-current Directors constitute less than a majority of the Board
thereafter; (iii) a series of events over a period of 24 consecutive months in
which Directors at the beginning of that time do not constitute at least a
majority of the Board; or (iv) any person becomes beneficial owner of securities
of the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities, unless the Board has approved such
acquisition, but not in excess of 50% of the combined voting power) stock
options granted under the Employee Option Plan will become immediately vested
and exercisable.

Adjustments and Reorganization. In the event of a merger, reorganization,
consolidation, recapitalization, share combination, stock dividend, stock split,
spin-off or other distribution (other than normal cash dividends) of the
Company's assets to its stockholders, or other change in the structure of the
Company affecting its shares, such appropriate adjustments shall be made (i) in
the aggregate number and class of shares which may be issued under the Employee
Option Plan, and (ii) the numbers and class of and/or price of shares subject to
outstanding options granted under the Employee Option Plan, as deemed
appropriate by the Compensation Committee in its discretion, to prevent the
dilution or enlargement of rights to any participant.

Tax Aspects. The following is a brief description of the federal tax
treatment that will generally apply to awards made under the Employee Option
Plan, based on federal income tax laws in effect on the date hereof. The exact
federal income tax treatment of awards will depend on the specific nature of any
such award.

The Employee Option Plan allows for grants of Non-Qualified Stock Options
that do not satisfy the criteria of Section 422 of the Code. The grant of such
an option to acquire stock is generally not a taxable event for the optionee.
Upon exercise of the option, the optionee will generally recognize ordinary
income in an amount equal to the excess of the fair market value of the stock
acquired upon exercise (determined as of the date of exercise) over the exercise
price of such option, and the Company will be entitled to a deduction equal to
such amount.

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<PAGE> 24

Special rules will apply, however, if the optionee is subject to Section 16
of the Exchange Act and the option is exercised during the period within six
months after the time the option is granted (the "Section 16(b) Period"), when a
sale of stock acquired upon exercise of the option could subject such optionee
to suit under Section 16. In such case, the optionee would not recognize
ordinary income, and the Company would not be entitled to a deduction until the
expiration of the Section 16(b) Period. Upon such expiration, the optionee would
recognize ordinary income, the Company would be entitled to a deduction, equal
to the excess of the fair market value of the stock (determined as of the
expiration of the Section 16(b) Period)) over the option exercise price. Such an
optionee may elect under Section 83(b) of the Code to recognize ordinary income
on the date of exercise, in which case the Company would be entitled to a
deduction at that time equal to the amount of the ordinary income recognized.

Section 162(m) of the Code limits to $1 million the deductibility of
compensation received in a year by the Company's chief executive officer or by
any one of the other four most highly compensated officers, unless such
compensation qualifies as "performance-based" or falls within other exemptions
under Section 162(m). Awards under the Employee Option Plan will be deemed to
qualify as "performance-based compensation," in which case the Company would be
entitled to a deduction for compensation paid in the same amount as income is
realized by the employee without any reduction under Section 162(m) of the Code.

Rule 16b-3. Pursuant to Section 16(b) of the Exchange Act, Directors,
certain officers and 10% stockholders of the Company would be generally liable
to the Company for repayment of any "short-swing" profits realized from any
non-exempt purchase and sale of Company stock occurring within a six-month
period. Rule 16b-3, promulgated under the Exchange Act, provides an exemption
from Section 16(b) liability for certain transactions by an officer or director
pursuant to an employee benefit plan that complies with such Rule. Specifically,
the grant of an option under an employee benefit plan that complies with Rule
16b-3 will not be deemed a purchase of a security and the actual or deemed sale
of shares in connection with certain option exercises will not be deemed a sale
for Section 16(b) purposes. The Employee Option Plan is designed to comply with
Rule 16b-3.

Under Rule 16b-3 of the Exchange Act and Delaware law, the affirmative vote
of a majority of the shares present or represented and entitled to vote at the
Meeting is required to approve the proposed amendment to the Employee Option
Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR
THIS PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR AN ABSTENTION IS
SPECIFICALLY INDICATED.

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PROPOSAL NO. 3

PROPOSAL TO AMEND THE 1994 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN

The 1994 Non-Employee Director Stock Option Plan (the "Director Option
Plan") was adopted by the Board of Directors of the Company effective as of
October 1, 1994 and was approved by the Company's stockholders on September 27,
1995. Pursuant to the Director Option Plan, each non-employee Director receives
an option to purchase five shares of the Company's Class A Common Stock each
year. The Director Option Plan will remain in effect until September 30, 1999
unless earlier terminated by the Board of Directors. The Board of Directors
proposes to amend the Director Option Plan by (a) increasing the number of
options to be received by each non-employee Director from five to ten additional
shares of the Company's Class A Common Stock each year and (b) increasing the
number of shares of the Company's Class A Common Stock reserved for issuance
thereunder from 400 to 530. The purpose of the amendment is to provide the
Company more flexibility in attracting and retaining highly qualified
non-employee Directors and enhance the Company's policy of aligning the
interests of members of the Board of Directors with the interests of the
Company's stockholders.

GENERAL DESCRIPTION OF DIRECTOR OPTION PLAN

The following is a general description of the principal features of the
Director Option Plan. It is qualified in its entirety by reference to the
complete text of the Director Option Plan, as proposed to be amended, which is
attached to this proxy statement as Exhibit B and is incorporated herein by
reference.

The Director Option Plan is intended to provide long-term incentive
compensation and share ownership opportunities to non-employee Directors,
thereby helping the Company to attract and retain high quality Directors. These
incentives will contribute to the success of the Company by providing a greater
identity of interest between the Directors and stockholders.

Under the terms of the Director Option Plan, all non-employee Directors are
eligible to receive grants of stock options and participate in the plan
automatically.

Shares Subject to the Director Option Plan. The maximum number of shares
of the Company's Class A Common Stock that can be used for purposes of the
Director Option Plan is proposed to be increased from 400 to 530 shares. Shares
may be awarded from authorized and unissued shares or from treasury shares, as
determined by the Compensation Committee. The current estimated market value of
the Class A Common Stock is $5,072 per share.

Stock Options. Stock options granted under the Director Option Plan are
non-qualified stock options that do not satisfy the criteria of Section 422 of
the Code. Each non-employee Director received a stock option to purchase five
shares of the Company's Class A Common Stock on October 1, 1994 and October 5,
1995, and, if this Proposal is adopted, will receive a stock option to purchase
ten additional shares of the Company's Class A Common Stock on each subsequent
October 1st in each year the plan is in effect. The exercise price of any stock
option granted under the Director Option Plan will be 100% of the fair market
value (as defined below) on the date of the grant. Each stock option granted on
October 1, 1994 under the Director Option Plan had an exercise price of $7,700
which was the fair market value on the date of grant. Such exercise price was
adjusted to $662 in connection with the transactions contemplated by the
Contribution and Assumption Agreement pursuant to arrangements made in
connection with the Merger. Each stock option granted on October 25, 1995 had an
exercise price of $5,072, which was the fair market value on the date of grant.
Each stock option shall have a term of ten years and shall become initially
exercisable on the first anniversary of the grant date.

Fair market value for all purposes under the Director Option Plan means the
average of the high and low prices of shares of the Company's Class A Common
Stock as traded on an applicable stock exchange or in an established
over-the-counter trading market for the date in question, provided that if such
shares were not traded on that day, the average of the high and low prices on
the previous day are used to determine fair

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<PAGE> 26

market value. In the event that shares of the Class A Common Stock of the
Company are not publicly traded, in the discretion of the Board of Directors,
fair market value shall be determined (i) by reference to the most recent prices
paid for such shares by buyers in arms-length transactions, (ii) by reference to
the most recent appraisal of the value of such shares provided by an independent
valuation firm or (iii) by such other appropriate means as the Board of
Directors shall deem appropriate.

The number of stock options to be awarded after the date of this Proxy
Statement to the Company's non-employee Directors as a group, and to each of the
nominees for election as Directors, as of October 1 of each year under the
Director Option Plan as proposed to be amended is 360 options and 30 options,
respectively, assuming that the Director Option Plan is not terminated prior to
its September 30, 1999 termination date and that each of the Directors and
nominees continues to serve on the Board of Directors through September 30,
1999.

When a Director ceases to be a member of the Board, each option held by
such Director shall continue to be exercisable for a period of three years or
the end of the original term, whichever is first to occur.

Change of Control Benefits. Upon a "Change of Control" of the Company
(defined in the Director Option Plan to include (i) a change of control of the
Company of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or similar schedule) of the Exchange
Act; (ii) the Company becoming a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
the then-current Directors constitute less than a majority of the Board
thereafter; (iii) a series of events over a period of 24 consecutive months in
which Directors at the beginning of that time do not constitute at least a
majority of the Board; or (iv) any person becoming beneficial owner of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities, unless the Board has approved such
acquisition, but not in excess of 50% of the combined voting power), stock
options granted under the Director Option Plan will become immediately
exercisable.

Adjustments and Reorganization. In the event of a merger, reorganization,
consolidation, recapitalization, share combination, stock dividend, stock split,
spin-off or other distribution (other than normal cash dividends) of the
Company's assets to its stockholders, or other change in the structure of the
Company affecting its shares, such appropriate adjustments shall be made (i) in
the aggregate number and class of shares which may be issued under the Director
Option Plan, and (ii) the number and class of and/or price of shares subject to
outstanding options granted under the Director Option Plan, as deemed
appropriate by the Compensation Committee in its discretion, to prevent the
dilution or enlargement of rights to any participant.

Tax Aspects. The tax consequences of options granted under the Director
Option Plan are the same as those of options granted under the Employee Option
Plan. (See "Proposal No. 2, Proposal to Amend the 1994 Employee Stock Option
Plan -- General Description of Employee Option Plan -- Tax Aspects").

Rule 16b-3. The Director Option Plan is designed to comply with Rule
16b-3. (See "Proposal No. 2, Proposal to Amend the 1994 Employee Stock Option
Plan -- General Description of Employee Plan -- Rule 16b-3").

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PROPOSAL NO. 4

PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
ELIMINATE ACTION BY STOCKHOLDERS BY WRITTEN CONSENT

The Board of Directors has unanimously adopted a resolution recommending a
proposed new section to Article FOURTH of the Company's Certificate of
Incorporation which would eliminate the right of stockholders to take action by
written consent.

The proposed new Section would read as follows:

Section 4.15 No Action by Stockholder Consent

No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Company may be taken without a
meeting and the power of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.

Under Delaware law, unless otherwise provided in a company's certificate of
incorporation, any action required or permitted to be taken by stockholders may
be taken without advance notice to stockholders, without a meeting and without a
stockholder vote if a written consent setting forth the action to be taken is
signed by the holders of shares of outstanding stock having the requisite number
of votes that would be necessary to authorize such action at a meeting of
stockholders. Currently, the Company's Certificate of Incorporation does not
contain any provision providing otherwise.

The Board of Directors has concluded that stockholders should act only
after there has been a reasonable opportunity for proposals to be presented and
considered. The Board of Directors believes that the proposed amendment
eliminating action by stockholders by written consent would give all
stockholders notice of issues requiring stockholder consent, and the opportunity
to have their views taken into account at a meeting.

In addition, by eliminating the use of the written consent procedure, the
Board of Directors intends to encourage persons seeking to acquire control of
the Company to initiate such transactions through arm's length negotiations with
management and the Board. This will allow the Board to ensure that all relevant
factors related to such transactions are considered, including the financial
terms of any such transaction for all the stockholders, the ability of the
Company to publish an independent newspaper and the other factors which are
enumerated in the Certificate of Incorporation.

This amendment, if approved, may have certain "anti-takeover" effects. The
elimination of action by written consent may deter acquisitions of the Company's
stock and may delay, deter or impede stockholder action not approved by the
Board of Directors. The Board of Directors is unaware of any plans by others to
obtain control of the Company.

The Board of Directors believes that the advantages of the proposed
amendment outweigh any potential disadvantages. The Board of Directors believes
that all stockholders should have the opportunity to consider the matters which
may affect their rights and that the Board of Directors should be able to give
advance consideration to any such action.

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PROPOSAL NO. 5

SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected KPMG Peat Marwick LLP to be engaged as
the independent certified public accountants to audit the financial statements
of the Company for the fiscal year ending December 31, 1996, and proposes that
the shareholders ratify this selection at the Annual Meeting. KPMG Peat Marwick
LLP also acted as independent certified public accountants of the Company for
the 1995 fiscal year.

Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.

Ratification of the selection of KPMG Peat Marwick LLP requires the
affirmative vote of a majority of the shares present in person or represented by
proxy, a quorum being present.

OTHER MATTERS

The Board of Directors of the Company knows of no other matters which are
to be brought before the meeting. However, if any such other matters should be
presented for consideration and voting, it is the intention of the persons named
in the enclosed form of proxy to vote the proxy in accordance with their best
judgment.

SECTION 16 COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers,
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on a review of the copies of
such forms furnished to the Company, the Company believes that during the last
fiscal year, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with,
except that Mr. Wilmerding inadvertently failed to file on a timely basis an
initial report on Form 3 for family trusts which hold shares of Common Stock
with respect to which he serves as co-trustee.

FORM 10-K ANNUAL REPORT

A copy of the Company's Annual Report on Form 10-K, including financial
statements and schedules, filed with the SEC for the fiscal year ended December
31, 1995, is included in the Annual Report to Shareholders which accompanies
these proxy materials. Copies of any exhibit(s) to the Form 10-K will be
furnished on request and upon the payment of the Company's expenses in
furnishing such exhibit(s). Any request for exhibits should be in writing
addressed to Harry Dyson, Secretary, The Providence Journal Company, 75 Fountain
Street, Providence, Rhode Island 02902.

25
<PAGE> 29

STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

Proposals by Stockholders for presentation at the 1997 Annual Meeting must
be received by the Company not later than December , 1996, in order to be
included in the Company's Proxy Statement and form of proxy relating to that
meeting. Such proposals should be in writing and addressed to Harry Dyson,
Secretary, The Providence Journal Company, 75 Fountain Street, Providence, Rhode
Island 02902.

By Order of the Board of Directors

HARRY DYSON
Secretary

April , 1996

26
<PAGE> 30
Exhibit A

PROVIDENCE JOURNAL COMPANY*
---------------------------

1994 EMPLOYEE STOCK OPTION PLAN
-------------------------------

1. Purpose
-------

The purpose of the 1994 Stock Option Plan (the "Plan") of Providence
Journal Company (the "Company") is to attract and retain high quality
key employees and to promote both the long-term success of and shareholder
interests in the Company. The Plan is intended to provide long-term
incentive compensation and share ownership opportunities to selected key
employees. The Company believes the dynamics of a plan focused on
increasing shareholder value provide participants with a significant
incentive to contribute to the success of the Company.

2. Term
----

The Plan shall be effective as of October 1, 1994 and shall remain in
effect until the earlier of six (6) years from the effective date or
termination of the plan by the Board of Directors of the Company (the
"Board"). The Plan

_______________

* The Plan was assumed by The Providence Journal Company on October 5,
1995. Accordingly, all references to the "Company" shall be deemed to
refer to The Providence Journal Company.

<PAGE> 31

was approved by the shareholders of the Company at the Annual Meeting held
on September 27, 1995. After termination of the Plan, no future grants
may be made, but, subject to the preceding sentence, previously made
grants shall remain outstanding in accordance with their applicable terms
and conditions and the terms and conditions of the Plan.

3. Administration
--------------
a. The Committee
-------------

The Plan shall be administered by a committee (the "Committee") which
shall be the Executive Committee of the Board or any other committee
appointed by the Board consisting of two or more non-employee Directors,
each of whom is both (1) qualified to administer this Plan as
contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), and (2) considered to be an "outside director" as
contemplated by Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code").

b Authority of the Committee
--------------------------

The Committee shall have full and exclusive power, except as not
permitted by law and subject to the provisions of this Plan, to select
the participants in the Plan, determine the sizes of grants of options,
establish the terms and conditions of such option grants, amend the
terms and conditions of any outstanding option pursuant to Section 6
of the Plan,

-2-
<PAGE> 32
and otherwise make such determinations and/or interpretations and to
establish such procedures which may be necessary or advisable for the
administration of the Plan.

4. Eligibility
-----------

Key employees of the Company shall be eligible to receive grants under the
Plan. Recipients of grants are deemed to be "Participants" in the Plan.
"Company" includes any wholly-owned or majority-owned direct or indirect
subsidiary of the Company and any other entity that is directly or
indirectly controlled by the Company or in which the Company has a
significant equity interest (as determined by the Committee).

5. Shares Subject to the Plan
--------------------------

Subject to the provisions of Section 6, the stock subject to the Plan shall
be shares of Class A Common Stock (the "Shares"). The total amount of
Shares which may be issued under the Plan shall not exceed eight thousand
(8,000). Of these, no more than one thousand six hundred (1,600) Shares
may be issued to any one individual. Shares may be authorized and unissued
shares or treasury shares, as determined by the Committee, and fractional
Shares shall be settled in cash.

If any option granted under the Plan is canceled, terminates, expires or
lapses for any reason, any Shares subject to such option shall be returned
to the Plan and

-3-
<PAGE> 33

shall be available for issuance under the Plan. In addition, any Shares
which have been exchanged by a Participant as full or partial payment to
the Company in connection with any grant under the Plan, shall be available
for issuance under the Plan.

In instances where a grant is settled in cash or any form other than
Shares, then the Shares covered by these settlements shall not be deemed
issued and shall remain available for issuance under the Plan. Any Shares
that are issued by the Company as a result of the assumption or
substitution of grants made by an acquired company shall not be counted
against the number of Shares available for issuance under the Plan.

6. Adjustments and Reorganizations
-------------------------------

The Committee may make such adjustments as it deems appropriate to meet the
intent of the Plan in the event of changes that impact the Company's Share
price or Share status, provided that any such actions are consistently and
equitably applicable to all affected Participants and are otherwise
consistent with the provisions of the Plan.

In the event of a merger, reorganization, consolidation, recapitalization,
share combination, stock dividend, stock split, spin-off or other
distribution (other than normal cash dividends) of the Company's assets to
its shareholders, or other change in the structure of the

-4-
<PAGE> 34
Company affecting its Shares, such appropriate adjustments shall be made
(i) in the aggregate number and class of Shares which may be issued under
the Plan pursuant to Section 5, and (ii) the number and class of and/or
price of Shares subject to outstanding options granted under the Plan, as
deemed appropriate by the Committee in its discretion, to prevent the
dilution or enlargement of rights to any Participant.

7. Stock Options
-------------

a. Grants of Stock Options
-----------------------

Stock options granted pursuant to the Plan represent a right to purchase
a specified number of Shares during a specified period and at a
specified price as determined by the Committee at the time of grant,
subject to the terms and provisions of the Plan and provided that the
purchase price be not less than 100% of Fair Market Value on the date of
grant. Subject to the provisions of Section 5, the Committee shall have
discretion in determining the number of options and Shares subject to
such options, as well as the time of grant, provided, however, that no
such grants be made after the sixth anniversary of the effective date of
this Plan.

b. Vesting of Options
------------------

Options shall vest at such times and under such terms and conditions
as determined by the Committee. The Committee shall have the authority
to accelerate the

-5-
<PAGE> 35
vesting of any stock options as it deems appropriate for the Plan or
the Company.

c. Exercise of Options
-------------------

Options granted under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in
each instance approve, which need not be the same for each grant or
for each Participant.

d. Payment
-------

The option exercise price shall be paid in full at the time of exercise
of the option in cash or by check or, as may be provided by the
Committee at any time, by delivery of Shares owned by the Participant in
partial or full payment.

e. Call Provision
--------------

At the time of grant, the Committee may, in its discretion, subject the
Shares underlying the options to a mandatory call feature and a
limitation upon the amount paid in settlement of such stock options in
the event of the exercise of such call feature.

8. Fair Market Value
-----------------

-6-
<PAGE> 36

on the previous day are used to mean Fair Market Value. In the event that
the Shares of the Company are not publicly traded, in the discretion of the
Committee Fair Market Value shall be determined (i) by reference to the
most recent prices paid for Shares by buyers at arms-length
transactions, (ii) by reference to the most recent appraisal of the value
of the Shares of the Company provided by an independent valuation firm or
(iii) by such other appropriate means as the Committee shall deem
appropriate.

9. Transferability
---------------

No option granted pursuant to the Plan shall be assignable, alienable,
saleable or otherwise transferable other than by will or by the laws of
descent and distribution, pursuant to a qualified domestic relation order
(as defined by the Code), or unless otherwise determined by the Committee.
If a participant shall die, the executor or administrator of the
participant's estate or a transferee of the option pursuant to a will or
the laws of descent and distribution shall have the right to exercise the
option in lieu of the participant.

10. Termination of Employment
-------------------------

The Committee shall, in its discretion, determine, in the event of a
termination of employment that is voluntary or involuntary, for cause or
not for cause, or due to death, disability or retirement, the terms and
conditions of the treatment of any outstanding stock options granted under

-7-
<PAGE> 37
the Plan. Such terms and conditions will be set forth at the time of grant
and may provide that the Committee retains the right to amend such
provisions.

11. Change of Control
-----------------

a. Definition
----------

"Change of Control" shall mean a change of control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item or
any similar schedule or form) promulgated under the Act whether or not
the Company is then subject to such reporting requirements.
Further, without limiting the generality of the foregoing, such a Change
of Control shall be deemed to have occurred if any of the following
events takes place.

(i) The Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the
Board in office immediately prior to such
transaction or event constitute less than a
majority of the Board thereafter;

(ii) During any period of twenty-four consecutive
months, individuals who at the beginning of such
period constitute the Board of Directors
(including for this purpose any new director
whose election or nomination for election by the

-8-
<PAGE> 38
Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in
office who were directors at the beginning of such
period) cease for any reason to constitute at
least a majority of the Board of Directors; or

(iii) At any time when the outstanding voting securities
of the Company are required to be registered under
Section 12 of the Act, any "person" (as such term
is used in Section 13(d) and 14(d) of the Act) is
or becomes the "beneficial owner," as defined in
Rule 13d-3 under the Act, directly or indirectly,
of securities of the Company representing 20% or
more of the combined voting power of the Company's
then outstanding securities; provided, however,
this clause (iii) shall not apply to the
acquisition by a person of securities of the
Company representing 20% or more, but not in
excess of 50% of the combined voting power of the
Company's then outstanding securities if such
acquisition of securities has been approved by a
vote of at least two thirds of the directors in
office just prior to the issuance or sale of
securities to such person.

For purposes of this paragraph (iii), the term
"person" shall exclude any person or group who on
the date hereof is the beneficial owner, directly

-9-
<PAGE> 39

or indirectly, of securities representing 10% or
more of the combined voting power of the Company's
presently outstanding securities. Notwithstanding
the foregoing, in no event shall the consummation
of the spin-off reorganization approved by the
Board of Directors of the Company on August 24,
1993, constitute a Change of Control for purposes
of this Agreement (the "Spinoff Reorganization").

b. Exercise and Vesting Options
----------------------------

Unless deemed otherwise by the Committee, all options outstanding
under this Plan at the time of a Change of Control shall immediately
become vested and exercisable, notwithstanding the provisions of Section
7 to the contrary, and will be exercisable until the end of their term
as set at time of grant.

12. Agreements
----------

Grants under this Plan shall be evidenced by agreements that set forth the
terms, conditions and limitations for each grant which may include the term
of grant, the provisions applicable in the event the Participant's
employment terminates and the Company's authority to unilaterally or
bilaterally amend or modify any grant.

13. Plan Amendment
--------------

The Committee may, at any time as it deems necessary, terminate, amend or
modify the Plan. However, no such amendment, modification, or termination
of the Plan may be

-10-
<PAGE> 40

made without the approval of the shareowners of the Company, if such
approval is required by the Code or by the Act or by any other
regulatory body with appropriate jurisdiction.

14. Tax Withholding
---------------

The Company shall have the authority to deduct or withhold from any
settlement of a grant made under the Plan an amount sufficient to satisfy
federal, state, and local taxes required by law to be withheld. At the
discretion of the Committee, a Participant may be permitted to pay to the
Company the withholding amount in the form of cash or check, or previously
owned Shares under such conditions as may be prescribed by the Committee,
and such Shares shall be valued at the Fair Market Value as of the
settlement date of the applicable grant. Further, a Participant may elect,
subject to the approval of the Committee, to satisfy the withholding
requirements, in whole or in part, by having the Company withhold Shares
having a Fair Market Value on the date the tax is determined equal to an
amount to satisfy federal, state and local tax withholding requirements.

15. Future Rights
-------------

Nothing in the plan shall interfere with or limit in any way the right of
the Company to terminate any Participants' employment at any time, nor
confer upon any Participant any right to continue in the employment of the
Company or to participate in any other benefit, severance or
compensation

-11-
<PAGE> 41

plan provided by the Company. In addition, no person shall have the right
to be selected to receive an option under the Plan, or having been
selected, to be selected to receive a future option.

16. Governing Law
-------------

The validity, construction and effect of the Plan and any actions taken or
relating to the Plan and any and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Rhode
Island and applicable federal law.

17. Rights as a Shareholder
-----------------------

Except as otherwise provided in the grant agreement contemplated by Section
12 above, a Participant shall have no rights as a shareholder of the
Company, including rights to receive dividends on or to vote Shares subject
to an option, until the Participant becomes the holder of record of the
Shares underlying the option.

-12-

<PAGE> 42

Exhibit B

PROVIDENCE JOURNAL COMPANY*
---------------------------
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------

1. Purpose
-------

The purpose of the 1994 Non-Employee Director Stock Option Plan (the
"Plan") of Providence Journal Company (the "Company") is to attract and
retain non-employees of high quality to serve as members of the Board of
Directors of the Company (the "Board") and to promote both the long-term
success of and shareholder interests in the Company. The Company believes
the dynamics of a plan focused on increasing shareholder value will provide
non-employee directors with a greater identity of interest between
themselves and the shareholders of the Company.

2. Term
----

The Plan shall be effective as of October 1, 1994 and shall remain in
effect until the earlier of five (5) years from the effective date or
termination of the Plan by the Board. The Plan was approved by the
shareholders of the Company at the Annual Meeting held on September 27,
1995.

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

*The Plan was assumed by The Providence Journal Company on October 5,
1995. Accordingly, all references to the "Company" shall be deemed to
refer to The Providence Journal Company. In addition, the Board of
Directors of The Providence Journal Company adopted technical amendments
to the Plan on October 25, 1995, all of which are reflected herein.

<PAGE> 43

After termination of the plan, no future grants may be made, but,
subject to the preceding sentence, previously made grants shall remain
outstanding in accordance with their applicable terms and conditions and
the terms and conditions of the Plan.

3. Plan Operation
--------------

The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the Securities Exchange Act of 1934 ("1934 Act") and
accordingly is intended to be self-governing. To this end the Plan is
intended to require no discretionary action by an administrative body with
regard to any transaction under the Plan except as specified in Section
5(b) and 7 of the Plan. To the extent, if any, that any questions of
interpretation arise, these shall be resolved by the Board.

4. Participation
-------------

Participation under the Plan shall be limited to non-employee members of
the Board. Participation shall be automatic and (1) any non-employee
member of the Board as of October 1, 1994 shall receive an initial grant,
and (2) any non-employee member of the Board as of October 5, 1995 and as
of each subsequent October 1 of each year (the "Grant Date") while the
Plan is in effect, shall be a Participant (a "Participant") under the Plan
and shall automatically receive a stock option grant as contemplated
herein. If in any year this specified Grant Date shall not be a business
day, the Grant Date shall be the first business day following.

-2-
<PAGE> 44
5. Shares Subject to the Plan
--------------------------

a. Number of Shares
----------------

Subject to the provisions of Section 5(b) below, the stock subject to
the Plan shall be shares of Class A Common Stock (the "Shares"). The
total amount of Shares which may be issued under the Plan shall not
exceed five hundred thirty (530). Shares may be authorized and unissued
shares or treasury shares, as determined by the Board.

If any option granted under the Plan is canceled, terminates, expires
or lapses for any reason, any Shares subject to such option shall again
be returned to the Plan and shall be available for issuance under
the Plan. In addition, any Shares which have been exchanged by a
Participant as full or partial payment to the Company in connection
with any grant under the Plan, shall be available for issuance under
the Plan.

b. Adjustments
-----------

The Board, as it deems appropriate to meet the intent of the Plan, may
make such adjustments to the number and kind of Shares available under
the Plan and to any outstanding stock options, provided such adjustments
are consistent with the effect on other shareholders arising from any
corporate restructuring or similar action. Such actions may include,
but are not limited to, any stock dividend, stock split, combination or

-3-
<PAGE> 45
exchange of Shares, merger, consolidation, recapitalization, spin-off or
other distribution (other than normal cash dividends) of Company assets
to shareholders, or any other change affecting Shares. The Board may
also, when similarly appropriate, make such adjustment in the exercise
price of outstanding stock options as it deems necessary to preserve the
rights of Participants under the Plan.

6. Stock Options
-------------

a. Granting of Stock Options
-------------------------

Each Participant shall be granted a stock option to purchase five (5)
Shares as of October 1, 1994 and on each subsequent Grant Date that
the Plan is in effect; PROVIDED, HOWEVER, effective from and after
May 8, 1996 each Participant shall be granted a stock option to
purchase ten (10) shares on October 1, 1996 and on each subsequent
Grant Date that the Plan is in effect.

b. Exercise Price
--------------

The purchase price for each Share covered by the initial stock option
grant shall be $7,700; the purchase price for each Share covered
by a subsequent stock option grant shall be 100% of Fair Market Value on
the Grant Date.

c. Payment
-------

The option exercise price shall be paid in full at the time of exercise
of the option in cash or by check or, by delivery of Shares owned by the
Participant in partial or full payment.

-4-
<PAGE> 46
d. Duration and Exercisability
---------------------------

Each stock option shall have a term of ten years and shall become
initially exercisable, (except earlier as provided in Section 10) on the
first anniversary of grant. Notwithstanding the foregoing, in the
event of a Participant's death or ceasing to be a member of the Board as
a result of disability, the stock option shall immediately become fully
exercisable.

e. Termination of Directorship
---------------------------

When a Participant ceases to be a member of the Board, for whatever
reason, each vested stock option, or portion thereof, held by such
Participant shall continue to be exercisable for a period of three years
or until the end of the original term, if sooner. Any non-vested stock
option, or portion thereof, held by such Participant shall be canceled
as of the Participant's date of termination of Board service.

f. Call Provision
--------------

At the time of grant, the Board may, in its discretion, subject the
Shares underlying the stock options to a mandatory call feature and a
limitation upon the amount paid in settlement of such stock options
in the event of the exercise of such call feature.

g. Documentation of Grants
-----------------------

Stock options shall be evidenced by written agreements or such other
appropriate documentation as the Board shall prescribe.

-5-
<PAGE> 47

7. Fair Market Value
-----------------

Fair Market Value for all purposes under the Plan shall mean the average of
the high and low prices of the Company's Shares as traded on an applicable
stock exchange or in an established over-the-counter trading market for the
date in question, provided that if the Shares were not traded on that
day, the average of the high and low prices on the previous day are used to
mean Fair Market Value. In the event that the Shares of the Company are
not publicly traded, in the discretion of the Board Fair Market Value shall
be determined (i) by reference to the most recent prices paid for Shares by
buyers at arms-length transactions, (ii) by reference to the most recent
appraisal of the value of the Shares of the Company provided by an
independent valuation firm or (iii) by such other appropriate means as the
Board shall deem appropriate.

8. Transferability
---------------

No option granted pursuant to the Plan shall be assignable, alienable,
saleable or otherwise transferable other than by will or by the laws of
descent and distribution, pursuant to a qualified domestic relation order
(as defined by the Code) or unless otherwise determined by the Board.
If a Participant shall die, the executor or administrator of the
Participant's estate or a transferee of the option

-6-
<PAGE> 48

pursuant to a will or the laws of descent and distribution shall have the
right to exercise the option in lieu of the Participant.

9. Change of Control
-----------------

a. Definition
----------

"Change of Control" shall mean a change of control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item or
any similar schedule or form) promulgated under the Act whether or not
the Company is then subject to such reporting requirements. Further,
without limiting the generality of the foregoing, such a Change of
Control shall be deemed to have occurred if any of the following events
takes place:

(i) The Company is a party to a merger,
consolidation, sale of assets or other
reorganization, or a proxy contest, as a
consequence of which members of the Board in
office immediately prior to such transaction
or event constitute less than a majority of
the Board thereafter;

(ii) During any period of twenty-four consecutive
months, individuals who at the beginning of
such period constitute the Board of Directors
(including for this purpose any new director
whose election or nomination

-7-
<PAGE> 49

for election by the Company's stockholders was
approved by a vote of at least two-thirds of
the directors then still in office who were
directors at the beginning of such period)
cease for any reason to constitute at least a
majority of the Board of Directors; or

(iii) At any time when the outstanding voting
securities of the Company are required to be
registered under Section 12 of the Act, any
"person" (as such term is used in Sections
13(d) and 14(d) of the Act) is or becomes the
"beneficial owner," as defined in Rule 13d-3
under the Act, directly or indirectly, of
securities of the Company representing 20%
or more of the combined voting power of the
Company's then outstanding securities;
PROVIDED, HOWEVER, this clause (iii)
shall not apply to the acquisition by a
person of securities of the Company
representing 20% or more, but not in excess
of 50% of the combined voting power of the
Company's then outstanding securities if such
acquisition of securities has been approved
by a vote of at least two thirds of the
directors in office just prior to the
issuance or sale of securities to such
person.

-8-
<PAGE> 50

For purposes of this paragraph (iii), the term "person" shall exclude
any person or group who on the date hereof is the beneficial owner,
directly or indirectly, of securities representing 10% or more of the
combined voting power of the Company's presently outstanding
securities. Notwithstanding the foregoing, in no event shall the
consummation of the spin-off reorganization approved by the Board of
Directors of the Company on August 24, 1993, constitute a Change of
Control for purposes of this Agreement (the "Spinoff Reorganization").

b. Exercise and Vesting Options
----------------------------

All options outstanding under this Plan at the time of a Change of
Control shall immediately become vested and exercisable, notwithstanding
the provisions of Section 7 to the contrary, and will be exercisable
until the end of their term as set at time of grant.

10. Plan Amendment
--------------

The Board may suspend the Plan or amend the Plan if deemed to be in the
best interests of the Company and its stockholders; provided, however, that
(i) no such amendment may impair any Participant's right regarding any
outstanding stock option without his or her consent, and (ii) the Plan may
not be amended more than once every six months, and only to the extent such
amendment is permitted by Rule 16b(c)(2)(ii)(B), or its successor,
under the 1934 Act.

-9-
<PAGE> 51

11. Future Rights
-------------

Neither the Plan, nor the granting of stock options nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any
agreement understanding, express or implied, that the Company will retain a
Participant for any period of time, or at any particular rate of
compensation as a member of the Board. Nothing in this Plan shall in any
way limit or affect the right of the Board or the shareholders of the
Company to remove any Participant from the Board or otherwise terminate his
or her service as a member of the Board.

12. Governing Law
-------------

13. Rights as a Shareholder
-----------------------

A participant shall have no rights as a shareholder of the Company,
including rights to receive dividends on or to vote Shares subject to an
option, until the Participant becomes the holder of record of the
Shares underlying the option.

-10-

<PAGE> 52

APPENDIX

THE PROVIDENCE JOURNAL COMPANY

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints STEPHEN HAMBLETT, HENRY D. SHARPE, JR.
and JOHN W. WALL, or any one or more of them, attorneys and proxies with full
power of substitution to each for and in the name of the undersigned, with all
powers the undersigned would possess if personally present to vote the Common
Stock of the undersigned in The Providence Journal Company at the Annual
Meeting of its stockholders to be held on May 8, 1996 or any adjournment
thereof.

1. ELECTION OF DIRECTORS:
FOR the following nominees WITHHOLD AUTHORITY to
to serve as Directors for vote for all nominees
three-year terms (except as listed below [ ]
marked to the contrary below) [ ]

NOMINEES: F. Remington Ballou, Kay K. Clarke, Peter B. Freeman
and Benjamin P. Harris, III.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

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

2. To approve the amendment to the 1994 Employee Stock Option
Plan. FOR [ ] AGAINST [ ] ABSTAIN [ ]

[CONTINUED ON REVERSE SIDE]
<PAGE> 53
3. To approve the amendment to the 1994 Non-Employee Director Stock Option
Plan. FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. To approve the amendment to the Company's Certificate of Incorporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. To ratify the selection of KPMG Peat Marwick LLP as independent certified
public accountants of the Company for the fiscal year ending December 31,
1996. FOR [ ] AGAINST [ ] ABSTAIN [ ]

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU INSTRUCT THE PROXIES TO VOTE FOR THE
FOREGOING PROPOSALS.

5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL THE FOREGOING PROPOSALS.

This Proxy should be dated, signed by the
stockholder exactly as printed at the top
of the reverse side, and returned
promptly in the enclosed envelope.
Persons signing in a fiduciary capacity
should so indicate.

Dated: , 1996.

-----------------------------------------
(Signature)