A tentative deal between News Corp. and Dow Jones & Co Inc. would give an independent board the power to approve the hiring and firing of top editors at The Wall Street Journal, three sources said on Thursday.

The agreement is an attempt to persuade the Bancroft family, which controls Dow Jones through its voting shares, to sell the 125-year-old U.S. publishing company to media tycoon Rupert Murdoch's News Corp. for $5 billion.

The agreement requires approval of the family, which has about three dozen adult members.

The sources, who each asked for anonymity because they are not authorized to comment, disputed a report in Thursday's edition of The New York Times that News Corp. would have the sole power to hire and fire top Wall Street Journal editors and that the board would have no power to approve candidates.

Murdoch has bid $5 billion or $60 per share for Dow Jones. He told Reuters on Wednesday that final approval from the Bancrofts would come within two or three weeks, or not at all.

The proposal resembles a structure that News Corp. established when it bought UK newspaper the Times of London, one source said. Journalism watchdogs and former Times of London editor Harold Evans have said the arrangement failed to prevent Murdoch from exerting influence in editorial affairs.

The board, known as the special committee, would be in charge of approving hiring and firing of editors, as well as changes to their terms of employment or their authority, according to one of the sources.

Changes to authority includes hiring and firing subordinates, allocating resources and authority over news and editorial decisions, according to a document provided by the source.

The board would comprise members chosen jointly by News Corp., Dow Jones and the Bancroft family, one of the sources said. Members would be selected before the deal to buy Dow Jones closes. Remaining members would nominate replacements.

In addition, the Dow Jones code of conduct would continue to apply to the company's news operations following a sale -- a key condition of the Bancroft family, according to media reports. The committee would aid the preservation and promotion of the code of conduct.

Murdoch said in a Time magazine interview published online on Thursday that his $60 per share offer for Dow Jones is a price worth paying to buttress a global network of cable, print and Internet operations, including an upcoming business news channel.

Murdoch's bid comes at a 65 percent premium to Dow Jones's share price before the deal was disclosed in May. He rationalized the offer for an economically stagnant newspaper publisher after deciding to take on General Electric Co.'s CNBC business news channel with the upcoming Fox Business Channel, Time reported.

Separately, more than 150 unionized Journal reporters stayed away from work until around 2 p.m. EDT (1800 GMT) to protest against Murdoch's bid and management proposals for a contract they say would limit pay and cut health benefits.

The protest emptied several Journal bureaus in the United States and depleted the number of reporters at its New York headquarters, sources said. The Journal's Web operations remained running. A Dow Jones spokeswoman said publication would not be affected.

Dow Jones shares fell 76 cents, or 1.3 percent, to close at $57.80 on the New York Stock Exchange. News Corp.'s Class A shares rose 4 cents to $21.42.

(Additional reporting by Nick Zieminski)

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