8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

July 28, 2005

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-32352	26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Annual Bonus Guidelines

On July 28, 2005, the Compensation Committee of the Board of Directors (the “Committee”) of News Corporation (the “Company”) established performance goals for annual bonus payments for fiscal years ending June 30, 2005, 2006, 2007, 2008 and 2009 to be made under the stockholder-approved News Corporation 2005 Long-Term Incentive Plan (the “2005 Plan”) for Messrs. K. Rupert Murdoch, Chairman and Chief Executive Officer, and David F. DeVoe, Senior Executive Vice President and Chief Financial Officer (each an “Executive” and collectively, the “Executives”). The Committee adopted a methodology for calculating the annual bonus which directly links the annual bonus amount with the Company’s performance. Each Executive’s respective performance goals and bonus levels are set forth in annual bonus guidelines (the “Annual Bonus Guidelines”) communicated to the Executives in individual letter agreements. The award of the annual bonuses pursuant to the respective Annual Bonus Guidelines will be made following the Committee’s certification of the final results of the Company on which the bonus is based, and is contingent on each Executive’s continued employment with the Company or an affiliate of the Company. The annual bonus for Mr. K. Rupert Murdoch will be payable in cash, and the annual bonus for Mr. DeVoe will be payable either in a combination of cash and cash-settled restricted stock units (“RSUs”) or in a combination of cash and RSUs settled in shares of the Company’s Class A common stock, par value $0.01 per share.

The Committee had anticipated establishing similar performance goals for annual bonus payments to Mr. Lachlan K. Murdoch, the Company’s Deputy Chief Operating Officer, for the fiscal years ending June 30, 2005 through June 30, 2009. However, following Mr. Lachlan K. Murdoch’s recent announcement to resign from the Company as of August 31, 2005, the Annual Bonus Guidelines adopted by the Committee for Mr. Lachlan K. Murdoch pertain only to his performance during the fiscal year ended June 30, 2005.

Copies of the letter agreements to Messrs. K. Rupert Murdoch, DeVoe and Lachlan K. Murdoch containing their respective Annual Bonus Guidelines are being filed as Exhibits 10.1, 10.2 and 10.3 to this report and are incorporated by reference. A copy of the 2005 Plan previously was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2005, and is incorporated by reference.

Stock-Based Compensation

On July 28, 2005, the Committee approved awards of stock-based compensation under the 2005 Plan to certain Company employees on a Company-wide basis. Most awards will be made in the form of RSUs which will be granted in August 2005 and September 2005 and will vest in increments of twenty-five percent (25%) of the grant on each anniversary of the date of grant contingent upon the grantee’s continued service with the Company or its affiliates (as defined in the 2005 Plan). The RSUs will be payable in shares of the Company’s Class A common stock, par value $0.01 per share, upon vesting, except for the following directors of the Company, who will receive

cash-settled RSUs in the following amounts: Mr. Peter Chernin, President and Chief Operating Officer (870,000 cash-settled RSUs), Mr. DeVoe (255,000 cash-settled RSUs), Mr. Arthur M. Siskind, Senior Advisor to the Chairman of the Company (255,000 cash-settled RSUs) and Mr. Lachlan K. Murdoch (255,000 cash-settled RSUs).

Executive Letter Agreement

On July 28, 2005, the Committee approved the execution by the Company of a letter agreement with Mr. Lachlan K. Murdoch in connection with his resignation from his position as Deputy Chief Operating Officer of the Company and other executive roles with the Company and its affiliates, effective August 31 (the “Letter Agreement”).

The Letter Agreement provides that Mr. Lachlan K. Murdoch will be available to advise and consult with the Company on such matters and in such manner as the Company may from time to time request for a two year period commencing on the date of resignation. The Letter Agreement also describes the transition and separation benefits to be provided to Mr. Lachlan K. Murdoch. A brief description of the material terms and conditions of the Letter Agreement is set forth below.

Pursuant to the Letter Agreement, the Company and Mr. Lachlan K. Murdoch agreed as follows: (A) Mr. Lachlan K. Murdoch shall (1) continue to provide advisory services as needed to the Company for a two year period; and (2) agree not to engage in business which is directly competitive with the business carried on by the Company or by any of its affiliates or to solicit any employees of the Company to engage in a directly competitive business for a two year period and (B) the Company shall provide Mr. Lachlan K. Murdoch: (1) a separation cash payment equal to his salary and bonus for fiscal year ended 2005; (2) continued vesting of his outstanding options and stock appreciation rights for as long as he continues to serve as a director of the Company and is not in breach of the Letter Agreement; and (3) continued medical benefits during the two year period.

A copy of the Letter Agreement and the press release issued by the Company on July 29, 2005 are being filed as Exhibits 10.4 and 10.5, respectively, to this report and are incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number	Description
10.1	Letter Agreement between the Company and K. Rupert Murdoch dated July 28, 2005.
10.2	Letter Agreement between the Company and David F. DeVoe dated July 28, 2005.
10.3	Letter Agreement between the Company and Lachlan K. Murdoch dated July 28, 2005.
10.4	Letter Agreement between the Company and Lachlan K. Murdoch regarding separation arrangements, dated July 28, 2005.
10.5	Press release of the Company dated July 29, 2005.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWS CORPORATION (REGISTRANT)
By:	/s/ Lawrence A. Jacobs
	Lawrence A. Jacobs
	Senior Executive Vice President and Group General Counsel

Dated: August 3, 2005

EXHIBIT INDEX

Exhibit Number	Description
10.1	Letter Agreement between the Company and K. Rupert Murdoch dated July 28, 2005.
10.2	Letter Agreement between the Company and David F. DeVoe dated July 28, 2005.
10.3	Letter Agreement between the Company and Lachlan K. Murdoch dated July 28, 2005.
10.4	Letter Agreement between the Company and Lachlan K. Murdoch regarding separation arrangements, dated July 28, 2005.
10.5	Press release of the Company dated July 29, 2005.

EX-10.1

Exhibit 10.1

News Corporation

July 28, 2005

K. Rupert Murdoch

Chairman and Chief Executive Officer

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Re: Notification of Annual Bonus Guidelines

Dear Rupert:

The purpose of this letter is to advise you that, pursuant to Article V of the News Corporation 2005 Long-Term Incentive Plan, the Compensation Committee (the “Committee”) of the Board of Directors of News Corporation (the “Company”) determined on July 28, 2005, to apply the Annual Bonus Guidelines set forth as Exhibit A to this letter (the “Guidelines”) to calculate your annual bonus for the fiscal year ending June 30, 2006. The Guidelines shall remain in effect for the fiscal years ending June 30, 2007, 2008 and 2009, unless your employment terminates. The Committee has also determined that the Guidelines will be used to calculate your bonus for the fiscal year ending June 30, 2005. The award of your bonus will be made upon certification by the Committee that the performance goals upon which your bonus is based have been attained.

Sincerely,

/s/ Andrew S. B. Knight

Andrew S. B. Knight

Chairman of the Compensation Committee

News Corporation

Exhibit A

Annual Bonus Guidelines of K. Rupert Murdoch

(i) K. Rupert Murdoch (the “Executive”) shall be eligible for an annual bonus (“Bonus”), as determined in accordance with these Annual Bonus Guidelines (the “Guidelines”) for each fiscal year (currently July 1 to June 30) (each a “Fiscal Year”) of News Corporation (“News Corp”) ending on or prior to June 30, 2009, provided that the Executive remains employed by News Corp during such period. Any Bonus earned by the Executive pursuant to the Guidelines shall be paid in the manner hereinafter provided no later than two and one-half months after the end of the period to which such Bonus relates or ten days after the earnings for the Fiscal Year are announced, whichever occurs first. Payment of the Bonus for each Fiscal Year shall in all circumstances be contingent upon certification by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of News Corp of the EPS Percentage Comparison (as defined below) for such Fiscal Year, and any deferral of a Bonus shall be made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(ii) The Bonus payable for each of the bonus periods ending on June 30, 2005, June 30, 2006, June 30, 2007, June 30, 2008 and June 30, 2009, respectively, shall be the amount calculated pursuant to subsection (iii) below by (A) determining the EPS Percentage Comparison for the Fiscal Year then ended and (B) determining the Required Amount for such EPS Percentage Comparison.

(iii) “EPS Percentage Comparison” shall mean the amount of percentage change (calculated to 1/100^th of a percent) in Earnings Per Share (as calculated below) of News Corp, determined as follows:

(A) Net Income for each Fiscal Year shall be determined in accordance with United States generally accepted accounting principles and will be such amount reported as Net Income in News Corp’s audited consolidated financial statements (the “Financial Statements”);

(B) Adjusted Net Income (which is to be used as the basis for the EPS Percentage Comparison computation) shall be determined by adjusting Net Income by eliminating the effect on Net Income of the following items, which will apply equally to income and losses from “Associated Entities” (as that term is used in the Financial Statements) included in Net Income (the “Adjustments”) - (i) non-cash intangible asset impairment charges and writedowns on investments to realizable values; (ii) gains or losses on the sale or other disposition of businesses or investments; (iii) items classified as Extraordinary Items (or a similar classification); (iv) the impact of changes in accounting in the Fiscal Year of such change (with the intent being to measure Adjusted Net Income in each Fiscal Year on the same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset writeoffs – whether immediately recognized or the incremental impact of accelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements;

(C) Earnings Per Share shall be calculated by dividing Adjusted Net Income by the number of shares of stock (or stock equivalents) of the combined classes of News Corp utilized in the Financial Statements for the respective Fiscal Year in determining diluted earnings per share (e.g., such number of shares for the 2004 Fiscal Year is set forth in Note 23 to the financial statements included in News Corp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2004), after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits; and

(D) In such determination, Earnings Per Share for the Fiscal Year then ended (“Current Year”) shall be divided by Earnings Per Share for the prior Fiscal Year (“Prior Year”) to determine the EPS Percentage Comparison. If Prior Year Earnings Per Share is a negative number, the difference between Earnings Per Share for the Current Year and Prior Year shall be divided by Prior Year Earnings Per Share (expressed as a positive number) to determine the EPS Percentage Comparison. For example: (A) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is ($2.50), the EPS Percentage Comparison shall be negative 25% (negative change of $.50 divided by absolute value of $2.00 = negative 25%); (B) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is $1.00, the EPS Percentage Comparison shall be 150% (positive change of $3.00 divided by absolute value of $2.00 = 150%); and (C) if Prior Year Earnings Per Share is $2.00 and Current Year Earnings Per Share is $1.80, the EPS Percentage Comparison is negative 10% (negative change of $.20 divided by absolute value of $2.00 = negative 10%).

(iv) The “Required Amount” shall equal the following amounts, using straight-line interpolation between low and high Required Amounts for any EPS Percentage Comparison that falls within any applicable EPS Percentage Comparison range:

EPS Percentage Comparison Ranges:	The Required Amount is
If the EPS Percentage Comparison is	Low		High
Negative 25% or less		0		0
Between negative 25% and negative 12 1/2%		0	$	4 million
Between negative 12 1/2% and 0	$	4 million	$	5 million
Between 0 and 10%	$	5 million	$	10 million
Between 10% and 20%	$	10 million	$	15 million
Between 20% and 30%	$	15 million	$	20 million
Between 30% and 40%	$	20 million	$	25 million
More than 40%	$	25 million	$	25 million

For example: (A) if the EPS Percentage Comparison is a negative 26%, no Bonus will be payable; (B) if the EPS Percentage Comparison is a negative 14%, the Bonus payable will be $3,520,000; (C) if the EPS Percentage Comparison is a negative 6.2455%, the Bonus payable will be $4,500,000 (i.e., negative 6.2455% rounded to the nearest 1/100^th of a percent is negative 6.25%); (D) if the EPS Percentage Comparison is 1.5313%, the Bonus payable will be $5,765,000 (i.e., 1.5313% rounded to the nearest 1/100^th of a percent is 1.53%); (E) if the EPS Percentage Comparison is 14.9555%, the Bonus payable will be $12,480,000 (i.e., 14.9555% rounded to the nearest 1/100^th of a percent is 14.96%); (F) if the EPS Percentage Comparison is 22.0036%, the Bonus payable will be $16,000,000 (i.e., 22.0036% rounded to the nearest 1/100^th of a percent is 22.00%); and (G) if the EPS Percentage Comparison is 50.6587%, the Bonus payable will be $25,000,000.

(v) Any Bonuses payable to the Executive for the bonus periods ended June 30, 2005, and ending June 30, 2006, June 30, 2007, June 30, 2008 and June 30, 2009 shall be payable entirely in cash.

EX-10.2

Exhibit 10.2

News Corporation

July 28, 2005

David F. DeVoe

Senior Executive Vice President and Chief Financial Officer

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Re: Notification of Annual Bonus Guidelines

Dear Dave:

The purpose of this letter is to advise you that, pursuant to Article V of the News Corporation 2005 Long-Term Incentive Plan, the Compensation Committee (the “Committee”) of the Board of Directors of News Corporation determined on July 28, 2005, that the Annual Bonus Guidelines set forth as Exhibit A to this letter (the “Guidelines”) will be used to calculate your annual bonus as provided pursuant to Section 4 of that certain Employment Agreement, dated as of November 12, 2004, by and between News America Incorporated and yourself (the “Employment Agreement”), for the fiscal year ending June 30, 2006. The Guidelines shall remain in effect for the term of the Employment Agreement, subject to your continued employment. The Committee has also determined that the Guidelines will be used to calculate your bonus for the fiscal year ending June 30, 2005. The award of your bonus will be made upon certification by the Committee that the performance goals upon which your bonus is based have been attained.

Sincerely,

/s/ Andrew S. B. Knight

Andrew S. B. Knight

Chairman of the Compensation Committee

News Corporation

Exhibit A

Annual Bonus Guidelines of David F. DeVoe

(i) David F. DeVoe (the “Executive”) shall be eligible for an annual bonus (“Bonus”) for each fiscal year (currently July 1 to June 30) (each a “Fiscal Year”) of News Corporation (“News Corp”) ending during the term of that certain employment agreement, dated as of November 12, 2004, by and between News America Incorporated and the Executive (the “Employment Agreement”) in accordance with these Annual Bonus Guidelines (the “Guidelines”) and subject to the Executive’s continued employment by News Corp. Any Bonus earned by the Executive pursuant to these Guidelines shall be paid in the manner hereinafter provided no later than two and one-half months after the end of the period to which such Bonus relates or ten days after the earnings for the Fiscal Year are announced, whichever occurs first. Payment of the Bonus for each Fiscal Year shall in all circumstances be contingent upon certification by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of News Corp of the EPS Percentage Comparison (as defined below) for such Fiscal Year, and any deferral of a Bonus shall be made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(ii) The Bonus payable for each of the bonus periods ending on June 30, 2005, June 30, 2006, June 30, 2007, June 30, 2008 and June 30, 2009, respectively, shall be the amount calculated pursuant to subsection (iii) below by (A) determining the EPS Percentage Comparison for the Fiscal Year then ended and (B) determining the Required Amount for such EPS Percentage Comparison.

(iii) “EPS Percentage Comparison” shall mean the amount of percentage change (calculated to 1/100^th of a percent) in Earnings Per Share (as calculated below) of News Corp, determined as follows:

(A) Net Income for each Fiscal Year shall be determined in accordance with United States generally accepted accounting principles and will be such amount reported as Net Income in News Corp’s audited consolidated financial statements (the “Financial Statements”);

(B) Adjusted Net Income (which is to be used as the basis for the EPS Percentage Comparison computation) shall be determined by adjusting Net Income by eliminating the effect on Net Income of the following items, which will apply equally to income and losses from “Associated Entities” (as that term is used in the Financial Statements) included in Net Income (the “Adjustments”) - (i) non-cash intangible asset impairment charges and writedowns on investments to realizable values; (ii) gains or losses on the sale or other disposition of businesses or investments; (iii) items classified as Extraordinary Items (or a similar classification); (iv) the impact of changes in accounting in the Fiscal Year of such change (with the intent being to measure Adjusted Net Income in each Fiscal Year on the same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset writeoffs – whether immediately recognized or the incremental impact of accelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements;

(C) Earnings Per Share shall be calculated by dividing Adjusted Net Income by the number of shares of stock (or stock equivalents) of the combined classes of News Corp utilized in the Financial Statements for the respective Fiscal Year in determining diluted earnings per share (e.g., such number of shares for the 2004 Fiscal Year is set forth in Note 23 to the financial statements included in News Corp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2004), after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits; and

(D) In such determination, Earnings Per Share for the Fiscal Year then ended (“Current Year”) shall be divided by Earnings Per Share for the prior Fiscal Year (“Prior Year”) to determine the EPS Percentage Comparison. If Prior Year Earnings Per Share is a negative number, the difference between Earnings Per Share for the Current Year and Prior Year shall be divided by Prior Year Earnings Per Share (expressed as a positive number) to determine the EPS Percentage Comparison. For example: (A) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is ($2.50), the EPS Percentage Comparison shall be negative 25% (negative change of $.50 divided by absolute value of $2.00 = negative 25%); (B) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is $1.00, the EPS Percentage Comparison shall be 150% (positive change of $3.00 divided by absolute value of $2.00 = 150%); and (C) if Prior Year Earnings Per Share is $2.00 and Current Year Earnings Per Share is $1.80, the EPS Percentage Comparison is negative 10% (negative change of $.20 divided by absolute value of $2.00 = negative 10%).

(iv) The “Required Amount” shall equal the following amounts, using straight-line interpolation between low and high Required Amounts for any EPS Percentage Comparison that falls within any applicable EPS Percentage Comparison range:

EPS Percentage Comparison Ranges:	The Required Amount is
If the EPS Percentage Comparison is	Low		High
Negative 25% or less		0		0
Between negative 25% and negative 12 1/2%		0	$	2 million
Between negative 12 1/2% and 0	$	2 million	$	2 million
Between 0 and 10%	$	2 million	$	4 million
Between 10% and 20%	$	4 million	$	5 million
Between 20% and 30%	$	5 million	$	6 million
Between 30% and 40%	$	6 million	$	7 million
More than 40%	$	7 million	$	7 million

For example: (A) if the EPS Percentage Comparison is a negative 26%, no Bonus will be payable; (B) if the EPS Percentage Comparison is a negative 14%, the Bonus payable will be $1,760,000; (C) if the EPS Percentage Comparison is a negative 6.2455%, the Bonus payable will be $2,000,000 (i.e., negative 6.2455% rounded to the nearest 1/100^th of a percent is negative 6.25%); (D) if the EPS Percentage Comparison is 1.5313%, the Bonus payable will be $2,306,000 (i.e., 1.5313% rounded to the nearest 1/100^th of a percent is 1.53%); (E) if the EPS Percentage Comparison is 14.9555%, the Bonus payable will be $4,496,000 (i.e., 14.9555% rounded to the nearest 1/100^th of a percent is 14.96%); (F) if the EPS Percentage Comparison is 22.0036%, the Bonus payable will be $5,200,000 (i.e., 22.0036% rounded to the nearest 1/100^th of a percent is 22.00%); and (G) if the EPS Percentage Comparison is 50.6587%, the Bonus payable will be $7,000,000.

(v) Any Bonuses payable to the Executive for the bonus periods ended, and ending June 30, 2005, June 30, 2006, June 30, 2007 and June 30, 2008 shall be payable (1) the first $3 million in cash and (2) any balance payable one-half in cash and one-half in restricted stock units (“Restricted Stock Units”).

(vi) Any Bonus payable to the Executive for the bonus period ending June 30, 2009 shall be paid entirely in cash.

(vii) The number of Restricted Stock Units to be granted to the Executive shall be determined by dividing (A) the amount of the Bonus allocated to the Restricted Stock Units, by (B) the Average Market Price of News Corp’s Class A common stock, par value $.01 per share (the “Stock”). The “Average Market Price” of the Stock shall be the average of the closing price for the Stock on the New York Stock Exchange for the twenty-day trading period ending on the date prior to the date the cash portion of the Bonus is paid (without regard to any deferrals).

(viii) The Restricted Stock Units earned by the Executive shall be paid to the Executive in the following manner:

(A) The Restricted Stock Units shall be paid by (1) delivery of one share of Stock for each Restricted Stock Unit or (2) cash for each Restricted Stock Unit based on the closing price for each share of Stock subject to each Restricted Stock Unit valued on the date preceding each payment date specified in Section (viii)(B) (without regard to any deferrals).

(B) The Restricted Stock Units shall be paid on the following dates, unless the Executive voluntarily defers receipt of any such payment:

(1) Any Restricted Stock Units for the bonus period ended June 30, 2005 shall be paid in three equal installments on July 1, 2006, July 1, 2007 and July 1, 2008;

(2) Any Restricted Stock Units for the bonus period ending June 30, 2006 shall be paid in three equal installments on July 1, 2007, July 1, 2008 and June 30, 2009;

(3) Any Restricted Stock Units for the bonus period ending June 30, 2007 shall be paid in two equal installments on July 1, 2008 and June 30, 2009; and

(4) Any Restricted Stock Units for the bonus period ending June 30, 2008 shall be paid on June 30, 2009.

(C) If on any date while Restricted Stock Units are outstanding under these Guidelines, News Corp shall pay a dividend on the Stock (or the record date for such dividend shall occur), the number of Restricted Stock Units held by the Executive shall, as of such dividend payment date, be increased by a number of Restricted Stock Units equal to (a) the product of (x) the number of Restricted Stock Units held by the Executive as of the related dividend record date, multiplied by (y) the amount of any cash dividend per share of Stock (or, in the case of any dividend payable in whole or in part other than in cash or Stock, the value of such dividend per share of Stock, as determined in good faith by News Corp), divided by (b) the closing price of the Stock on the New York Stock Exchange on the payment date of such dividend (or, if no closing price is reported on such date, the immediately preceding date upon which a closing price is reported). In the case of any dividend declared on the Stock that is payable in the form of Stock, the number of Restricted Stock Units held by the Executive shall be increased by a number equal to the product of (I) the aggregate number of Restricted Stock Units held by the Executive as of the related dividend record date, multiplied by (II) the number of shares of Stock (including any fraction thereof) payable as a dividend on a share of Stock.

(D) In the event of any change in the outstanding Stock by reason of any merger, reorganization, consolidation, recapitalization, separation, spin-off, liquidation, stock dividend, split-up, share combination or other change in the corporate or capital structure affecting Stock, News Corp shall adjust the Restricted Stock Units described herein to reflect such event. The Executive may designate a beneficiary who may possess all rights with respect to the Restricted Stock Units under these Annual Bonus Guidelines in the event of the Executive’s death; otherwise payment will be made to the Executive’s estate.

(E) Payment of the Restricted Stock Units shall be delayed six months if payment is made in connection with the Executive’s separation from service and such delay is necessary to avoid the imposition of the penalty tax under Section 409(A) of the Code.

EX-10.3

Exhibit 10.3

News Corporation

July 28, 2005

Lachlan Murdoch

Deputy Chief Operating Officer

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Re: Notification of Annual Bonus Guidelines

Dear Lachlan:

The purpose of this letter is to advise you that, pursuant to Article V of the News Corporation 2005 Long-Term Incentive Plan, the Compensation Committee (the “Committee”) of the Board of Directors of News Corporation (the “Company”) determined on July 28, 2005, that the Annual Bonus Guidelines set forth as Exhibit A to this letter (the “Guidelines”) will be used to calculate your annual bonus for the fiscal year ended June 30, 2005. The award of your bonus will be made upon certification by the Committee that the performance goals upon which your bonus is based have been attained.

Sincerely,

/s/ Andrew S. B. Knight

Andrew S. B. Knight

Chairman of the Compensation Committee

News Corporation

Exhibit A

Annual Bonus Guidelines of Lachlan Murdoch

(i) Lachlan Murdoch (the “Executive”) shall be eligible for an annual bonus (“Bonus”), as determined in accordance with these Annual Bonus Guidelines (the “Guidelines”) for the fiscal year of News Corporation (“News Corp”) ended June 30, 2005 (the “Fiscal Year”). Any Bonus earned by the Executive pursuant to the Guidelines shall be paid in the manner hereinafter provided no later than two and one-half months after the end of the period to which such Bonus relates or ten days after the earnings for the Fiscal Year are announced, whichever occurs first. Payment of the Bonus shall be contingent upon certification by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of News Corp of the EPS Percentage Comparison (as defined below) for the Fiscal Year, and any deferral of a Bonus shall be made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(ii) The Bonus payable for the Fiscal Year shall be the amount calculated pursuant to subsection (iii) below by (A) determining the EPS Percentage Comparison for the Fiscal Year then ended and (B) determining the Required Amount for such EPS Percentage Comparison.

(iii) “EPS Percentage Comparison” shall mean the amount of percentage change (calculated to 1/100^th of a percent) in Earnings Per Share (as calculated below) of News Corp, determined as follows:

(A) Net Income for the Fiscal Year shall be determined in accordance with United States generally accepted accounting principles and will be such amount reported as Net Income in News Corp’s audited consolidated financial statements (the “Financial Statements”);

(B) Adjusted Net Income (which is to be used as the basis for the EPS Percentage Comparison computation) shall be determined by adjusting Net Income by eliminating the effect on Net Income of the following items, which will apply equally to income and losses from “Associated Entities” (as that term is used in the Financial Statements) included in Net Income (the “Adjustments”) - (i) non-cash intangible asset impairment charges and writedowns on investments to realizable values; (ii) gains or losses on the sale or other disposition of businesses or investments; (iii) items classified as Extraordinary Items (or a similar classification); (iv) the impact of changes in accounting in the Fiscal Year of such change (with the intent being to measure Adjusted Net Income in each Fiscal Year on the same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset writeoffs – whether immediately recognized or the incremental impact of accelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements;

(C) Earnings Per Share shall be calculated by dividing Adjusted Net Income by the number of shares of stock (or stock equivalents) of the combined classes of News Corp utilized in the Financial Statements for the respective Fiscal Year in determining diluted earnings per share (e.g., such number of shares for the 2004 Fiscal Year is set forth in Note 23 to the financial statements included in News Corp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2004), after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits; and

(D) In such determination, Earnings Per Share for the Fiscal Year then ended (“Current Year”) shall be divided by Earnings Per Share for the prior Fiscal Year (“Prior Year”) to determine the EPS Percentage Comparison. If Prior Year Earnings Per Share is a negative number, the difference

between Earnings Per Share for the Current Year and Prior Year shall be divided by Prior Year Earnings Per Share (expressed as a positive number) to determine the EPS Percentage Comparison. For example: (A) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is ($2.50), the EPS Percentage Comparison shall be negative 25% (negative change of $.50 divided by absolute value of $2.00 = negative 25%); (B) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings Per Share is $1.00, the EPS Percentage Comparison shall be 150% (positive change of $3.00 divided by absolute value of $2.00 = 150%); and (C) if Prior Year Earnings Per Share is $2.00 and Current Year Earnings Per Share is $1.80, the EPS Percentage Comparison is negative 10% (negative change of $.20 divided by absolute value of $2.00 = negative 10%).

(iv) The “Required Amount” shall equal the following amounts, using straight-line interpolation between low and high Required Amounts for any EPS Percentage Comparison that falls within any applicable EPS Percentage Comparison range:

EPS Percentage Comparison Ranges:	The Required Amount is
If the EPS Percentage Comparison is	Low		High
Negative 25% or less		0		0
Between negative 25% and negative 12 1/2%		0	$	2 million
Between negative 12 1/2% and 0	$	2 million	$	2 million
Between 0 and 10%	$	2 million	$	4 million
Between 10% and 20%	$	4 million	$	5 million
Between 20% and 30%	$	5 million	$	6 million
Between 30% and 40%	$	6 million	$	7 million
More than 40%	$	7 million	$	7 million

For example: (A) if the EPS Percentage Comparison is a negative 26%, no Bonus will be payable; (B) if the EPS Percentage Comparison is a negative 14%, the Bonus payable will be $1,760,000; (C) if the EPS Percentage Comparison is a negative 6.2455%, the Bonus payable will be $2,000,000 (i.e., negative 6.2455% rounded to the nearest 1/100^th of a percent is negative 6.25%); (D) if the EPS Percentage Comparison is 1.5313%, the Bonus payable will be $2,306,000 (i.e., 1.5313% rounded to the nearest 1/100^th of a percent is 1.53%); (E) if the EPS Percentage Comparison is 14.9555%, the Bonus payable will be $4,496,000 (i.e., 14.9555% rounded to the nearest 1/100^th of a percent is 14.96%); (F) if the EPS Percentage Comparison is 22.0036%, the Bonus payable will be $5,200,000 (i.e., 22.0036% rounded to the nearest 1/100^th of a percent is 22.00%); and (G) if the EPS Percentage Comparison is 50.6587%, the Bonus payable will be $7,000,000.

(v) The Bonus payable to the Executive for the Fiscal Year shall be payable entirely in cash.

EX-10.4

Exhibit 10.4

News Corporation

July 28, 2005

Lachlan Murdoch

Deputy Chief Operating Officer

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Re: Separation Arrangements

Dear Lachlan:

The purpose of this letter is to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of News Corporation (the “Company”) has made the following determinations in connection with your resignation as Deputy Chief Operating Officer of News Corporation and other employment positions you hold with the Company and its affiliates.

1. During a two year period commencing on the date of your resignation, you agree to make yourself available to advise and consult with the Company on such matters and in such manner as the Company may from time to time request. The Company will use its best efforts to give you reasonable advance notice of the need for consulting services and will continue to provide medical benefits to you during this period.

2. You have been provided with a personnel option status with respect to options and stock appreciation rights (“SARs”) previously granted to you under the News Corporation 2004 Stock Option Plan (the “Plan”). These options and SARs will continue to vest and are therefore exercisable, in accordance with the terms of the Plan, for so long as you continue to serve as a director of the Company and are not in breach of this letter agreement.

3. You will receive a separation cash payment equal to the amount of your combined 2005 salary and bonus.

4. For a two year period, commencing on the date of your resignation, unless you receive prior written consent from the Chairman of the Audit Committee, you agree not to engage in business which is directly competitive with any business carried on by the Company or any of its affiliates. For this purpose, you would be “engaged in a business” if you served as principal, agent, partner, director, employee or consultant of a competing business or have any material direct or indirect financial interest (as shareholder or otherwise) in any person who carries on such a business. You further agree that during such two year period, you will not directly or indirectly induce or attempt to induce any senior employee of the Company or any affiliated company to engage in a business which is directly competitive with any business carried on by the Company or any of its affiliates.

5. You acknowledge and, by countersigning this letter agree, that the benefits provided by this letter, including the continued vesting of your stock options and SARs after the termination of your active employment and the cash payments, are in consideration for and conditioned upon your compliance with the restrictive covenants of paragraph 4.

By counter-signing this letter agreement, you agree to be bound by the terms hereof.

Sincerely,

/s/ Andrew S. B. Knight

Andrew S. B. Knight

Chairman of the Compensation Committee

News Corporation

/s/ Lachlan Murdoch

Lachlan Murdoch

EX-10.5

Exhibit 10.5

	News Corporation
NEWS RELEASE

For Immediate Release Contact: Andrew Butcher 212-852-7070

Lachlan Murdoch Resigns From Executive Roles at News Corporation

NEW YORK, NY, July 29, 2005 – News Corporation chairman and chief executive officer Mr. Rupert Murdoch today announced that the Company’s deputy chief operating officer, Mr. Lachlan Murdoch, will resign from his executive roles with the Company, effective August 31, 2005.

Mr. Murdoch joined the Company in 1994 and has served in various capacities, most recently as Deputy Chief Operating Officer of News Corporation and Publisher of the New York Post.

In addition to remaining as a director of the Company Lachlan Murdoch will advise the Company in a number of areas.

Lachlan Murdoch said: “I have today resigned my executive position at News Corporation. I will remain on the board and I am excited about my continued involvement with the Company in a different role.

“I look forward to returning home to Australia with my wife, Sarah, and son, Kalan, in the very near future. I would like especially to thank my father for all he has taught me in business and in life. It is now time for me to apply those lessons to the next phase of my career.”

Rupert Murdoch said: “I am particularly saddened by my son’s decision and thank him for his terrific contribution to the company, and also his agreement to stay on the board and advise us in a number of areas. I have respected the professionalism and integrity that he has exhibited throughout his career at News Corporation.

“His achievements include driving all of his reporting divisions to record profits and the New York Post to its highest-ever circulation. I am grateful that I will continue to have the benefit of Lachlan’s counsel and wisdom in his continued role on the Company’s board.”

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of March 31, 2005 of approximately US$56 billion and total annual revenues of approximately US$23 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

1211 AVENUE OF THE AMERICAS • NEW YORK, NEW YORK 10036 • newscorp.com