Exhibit 10.2


                            JOURNAL REGISTER COMPANY
                            1997 STOCK INCENTIVE PLAN


SECTION 1. PURPOSE; DEFINITIONS

         The  purpose  of the  Plan is to give  the  Corporation  a  competitive
advantage in  attracting,  retaining  and  motivating  officers,  employees  and
consultants  and to provide the Corporation  and its  subsidiaries  with a stock
plan  providing  incentives  more directly  linked to the  profitability  of the
Corporation's businesses and increases in shareholder value.

         For purposes of the Plan, the following  terms are defined as set forth
below:

     a.  "AFFILIATE"  means a  corporation  or other  entity  controlled  by the
Corporation and designated by the Committee from time to time as such.

     b. "AWARD" means a Stock Appreciation Right, Stock Option, Restricted Stock
or Performance Units.

     c.  "AWARD  CYCLE"  shall  mean a period  of  consecutive  fiscal  years or
portions thereof designated by the Committee over which Performance Units are to
be earned.

     d. "BOARD" means the Board of Directors of the Corporation.

     e. "CAUSE" means (1)  conviction of a participant  for  committing a felony
under  federal  law or the law of the state in which such action  occurred,  (2)
dishonesty in the course of fulfilling a participant's  employment duties or (3)
willful  and  deliberate  failure on the part of a  participant  to perform  his
employment  duties in any  material  respect,  or such other  events as shall be
determined by the  Committee.  The Committee  shall have the sole  discretion to
determine whether "cause" exists, and its determination shall be final.

     f. "CODE" means the Internal  Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     g.  "COMMISSION"  means  the  Securities  and  Exchange  Commission  or any
successor agency.

     h. "COMMITTEE" means the Committee referred to in Section 2.

     i.  "COMMON  STOCK" means common  stock,  par value $.01 per share,  of the
Corporation.

     j. "CORPORATION" means Journal Register Company, a Delaware corporation.

     k. "COVERED EMPLOYEE" means a participant  designated prior to the grant of
shares of Restricted  Stock or Performance  Units by the Committee who is or may
be a "covered  employee" within the meaning of Section  162(m)(3) of the Code in
the year in which  Restricted  Stock or  Performance  Units are  expected  to be
taxable to such participant.

     l.  "DISABILITY"  means permanent and total  disability as determined under
procedures established by the Committee for purposes of the Plan.

     m. "EARLY  RETIREMENT"  means  retirement  from active  employment with the
Corporation  or  a  subsidiary  or  Affiliate  thereof  pursuant  to  the  early
retirement provisions of the applicable pension plan of such employer.

     n.  "EMWP"  means E.M.  Warburg,  Pincus & Co.,  LLC,  a  Delaware  limited
liability company.

     o.  "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

     p. "FAIR MARKET  VALUE" means,  as of any given date,  the mean between
the highest and lowest reported sales prices of the Common Stock on the New York
Stock Exchange  Composite Tape or, if not listed on such exchange,  on any other
national  securities  exchange on which the Common Stock is listed or on NASDAQ.
If there is no regular  public  trading  market for such Common Stock,  the Fair
Market Value of the Common Stock shall be  determined  by the  Committee in good
faith.

     q.  "INCENTIVE  STOCK  OPTION"  means any Stock Option  designated  as, and
qualified as, an "incentive  stock option"  within the meaning of Section 422 of
the Code.

     r.  "NON-EMPLOYEE  DIRECTOR" means a member of the Board who qualifies as a
Non-Employee  Director  as  defined  in Rule  16(b)(3),  as  promulgated  by the
Commission  under the Exchange Act, or any successor  definition  adopted by the
Commission.

     s.  "NONQUALIFIED  STOCK  OPTION"  means  any Stock  Option  that is not an
Incentive Stock Option.

     t. "NORMAL  RETIREMENT"  means  retirement from active  employment with the
Corporation or a subsidiary or Affiliate thereof at or after age 65.

     u.  "QUALIFIED  PERFORMANCE-BASED  AWARD" means an Award of  Restricted
Stock or  Performance  Units  designated as such by the Committee at the time of
grant, based upon a determination that (i) the recipient is or may be a "covered
employee"  within the  meaning of Section  162(m) (3) of the Code in the year in
which the Company would expect to be able to claim a tax deduction  with respect
to such Restricted Stock or Performance Units and (ii) the Committee wishes such
Award to qualify for the Section 162(m) Exemption.

     v.  "PERFORMANCE  GOALS" means the performance goals established by the
Committee in connection with the grant of Restricted Stock or Performance Units.
In the case of Qualified performance-Based Awards, (i) such goals shall be based
on the attainment of specified levels of one or both of the following  measures:
earnings per share or return on equity, and (ii) such Performance Goals shall be
set by the Committee within the time period prescribed by Section 162 (m) of the
Code and related regulations.

     w.  "PERFORMANCE UNITS" means an award made pursuant to Section 8.

     x.  "PLAN" means the Journal Register Company 1997 Stock Incentive Plan, as
set forth herein and as hereinafter amended from time to time.

     y.  "RESTRICTED STOCK" means an award granted under Section 7.

     z.  "RETIREMENT" means Normal or Early Retirement.

     aa. (i) "RULE 16B-3" means Rule 16b-3, as  promulgated  by  the  Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

     bb. "SECTION 16 EVENT" is an event, that, in  the  view  of  counsel  to  a
holder of an Award  hereunder,  may result in  liability  of such  holder  under
Section 16 of the Exchange Act.

     cc. "SECTION  162(m)  EXEMPTION"  means  the  exemption from the limitation
on  deductibility  imposed  by  Section  162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code.

     dd. "STOCK APPRECIATION RIGHT" means a right granted under Section 6.

     ee. "Stock Option" means an option granted under Section 5.

     ff. "TERMINATION   OF  EMPLOYMENT"   means   the   termination    of    the
participant's  employment  with the  Corporation and any subsidiary or Affiliate
thereof.  A  participant  employed  by a  subsidiary  or  an  Affiliate  of  the
Corporation  shall also be deemed to incur a  Termination  of  Employment if the
subsidiary or Affiliate  ceases to be such a subsidiary or an Affiliate,  as the
case may be,  and the  participant  does not  immediately  thereafter  become an
employee  of  the  Corporation  or  another   subsidiary  or  Affiliate  of  the
Corporation.  Temporary absences from employment because of illness, vacation or
leave of absence and transfers among the Corporation  and its  subsidiaries  and
Affiliates shall not be considered Terminations of Employment.

    gg. "WARBURG, PINCUS" means EMWP together with its affiliates.

    hh. "WPCC" means Warburg, Pincus Capital Company, L.P.,  a  Delaware limited
partnership.

    ii. "WPCP" means Warburg,  Pincus Capital Partners, L.P., a Delaware limited
partnership.

   jj. "WPI"  means   Warburg,   Pincus   Investors,  L.P.,  a  Delaware limited
partnership.

         In addition,  certain other terms used herein have definitions given to
them in the first place in which they are used.

SECTION 2. ADMINISTRATION

         The Plan shall be  administered by the  Compensation  Committee or such
other  committee of the Board as the Board may from time to time  designate (the
"Committee"),  which  shall  be  composed  of not  less  than  two  Non-Employee
Directors,  each of whom shall be an "outside  director" for purposes of Section
162(m)(4)  of the Code,  and shall be  appointed by and serve at the pleasure of
the Board.

         The Committee shall have plenary  authority to grant Awards pursuant to
the  terms  of the  Plan  to  officers  and  employees  of the  Company  and its
subsidiaries and Affiliates.

         Among other things, the Committee shall have the authority,  subject to
the terms of the Plan:

         (a)  To select the officers and employees to whom Awards may from  time
to time be granted;

         (b) To determine  whether and to what extent  Incentive  Stock Options,
NonQualified  Stock Options,  Stock  Appreciation  Rights,  Restricted Stock and
Performance Units or any combination thereof are to be granted hereunder;

         (c) To  determine the number of shares of Common Stock to be covered by
each Award granted hereunder;

         (d) To   determine  the  terms  and  conditions  of any  Award  granted
hereunder  (including,  but not limited to, the option price (subject to Section
5(a)), any vesting condition, restriction or limitation (which may be related to
the  performance  of the  participant,  the  Corporation  or any  subsidiary  or
Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award
and the shares of Common Stock  relating  thereto,  based on such factors as the
Committee shall determine;

         (e) To modify,  amend or adjust the terms and  conditions of any Award,
at any time or from  time to time,  including  but not  limited  to  Performance
Goals;  provided,  however, that the Committee may not adjust upwards the amount
payable  with respect to a Qualified  Performance-Based  Award or waive or alter
the Performance Goals associated therewith;

         (f) To  determine  to what extent and under what  circumstances  Common
Stock  and other amounts payable with respect to an Award shall be deferred; and

         (g) To determine  under what  circumstances  an Award may be settled in
cash or Common Stock under Sections 5(j), 6(b)(ii) and 8(b)(v).

         The Committee shall have the authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices  governing the Plan as it shall
from time to time deem  advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

         The Committee may act only by a majority of its members then in office,
except  that the members  thereof may (i)  delegate to an officer of the Company
the authority to make decisions pursuant to Section 5 and (ii) authorize any one
or more of their  members or any  officer of the  Company to execute and deliver
documents on behalf of the Committee.

         Any  determination  made by the  Committee  or  pursuant  to  delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole  discretion of the Committee or such delegate at the time of
the grant of the Award or,  unless in  contravention  of any express term of the
Plan,  at any  time  thereafter.  All  decisions  made by the  Committee  or any
appropriately  delegated officer pursuant to the provisions of the Plan shall be
final  and  binding  on  all  persons,   including  the   Corporation  and  Plan
participants.

         Any  authority  granted to the  Committee  may also be exercised by the
full Board,  except to the extent  that the grant or exercise of such  authority
would cause any Award or  transaction to become subject to (or lose an exemption
under) the short-swing profit recovery  provisions of Section 16 of the Exchange
Act or cause an award designated as a Qualified  Performance-Based  Award not to
qualify for, or to cease to qualify for, the Section  162(m)  Exemption.  To the
extent that any permitted  action taken by the Board conflicts with action taken
by the Committee, the Board action shall control.

SECTION 3. COMMON STOCK SUBJECT TO PLAN

         The total number of shares of Common Stock  reserved and  available for
grant under the Plan shall be 4,843,750, subject to the second paragraph of this
Section 3. No participant  may be granted  Awards  covering in excess of 700,000
shares of Common  Stock in any fiscal year or in excess of  2,000,000  shares of
Common  Stock  over the term of the Plan,  in each  case,  subject to the second
paragraph  of this  Section 3. Shares  subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.

         If any shares of Restricted Stock are forfeited, or if any Stock Option
(and  related  Stock  Appreciation  Right,  if  any)  terminates  without  being
exercised,  or if any Stock  Appreciation  Right is exercised  for cash,  shares
subject to such Awards shall again be available for  distribution  in connection
with Awards under the Plan.

         In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, such as any merger, consolidation, separation,
including  a  spin-off,  or  other  distribution  of stock  or  property  of the
Corporation, any reorganization (whether or not such reorganization comes within
the  definition  of such  term in  Section  368 of the Code) or any  partial  or
complete  liquidation of the  Corporation,  the Committee or Board may make such
substitution or adjustments in the aggregate  number and kind of shares reserved
for  issuance  under the Plan,  in the number,  kind and option  price of shares
subject to  outstanding  Stock  Options and Stock  Appreciation  Rights,  in the
number and kind of shares subject to other outstanding  Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion;  provided, however, that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Corporation upon
the exercise of any Stock Appreciation Right associated with any Stock Option.

SECTION 4. ELIGIBILITY

         Directors,  officers, employees and consultants of the Corporation, its
subsidiaries  and  Affiliates  who  are  responsible  for or  contribute  to the
management,  growth and  profitability of the business of the  Corporation,  its
subsidiaries  and  Affiliates  are eligible to be granted Awards under the Plan;
provided,  that, consultants shall not be eligible for grants of Incentive Stock
Options.

SECTION 5. STOCK OPTIONS

         Stock  Options  may be granted  alone or in  addition  to other  Awards
granted  under the Plan and may be of two types:  Incentive  Stock  Options  and
NonQualified Stock Options.  Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve.

         The Committee shall have the authority to grant any optionee  Incentive
Stock  Options,  NonQualified  Stock  Options or both types of Stock Options (in
each case with or without Stock Appreciation  Rights);  provided,  however, that
grants  hereunder  are subject to the  aggregate  limit on grants to  individual
participants set forth in Section 3. Incentive Stock Options may be granted only
to  employees of the  Corporation  and its  subsidiaries  (within the meaning of
Section  424(f)  of the  Code).  To the  extent  that any  Stock  Option  is not
designated  as an  Incentive  Stock  Option  or even if so  designated  does not
qualify as an Incentive Stock Option,  it shall constitute a NonQualified  Stock
Option.

         Stock  Options shall be evidenced by option  agreements,  the terms and
provisions of which may differ.  An option  agreement shall indicate on its face
whether it is intended to be an  agreement  for an  Incentive  Stock Option or a
NonQualified  Stock Option.  The grant of a Stock Option shall occur on the date
the  Committee by resolution  selects an  individual to be a participant  in any
grant of a Stock Option,  determines  the number of shares of Common Stock to be
subject to such Stock Option to be granted to such  individual and specifies the
terms and  provisions  of the  Stock  Option.  The  Corporation  shall  notify a
participant of any grant of a Stock Option,  and a written  option  agreement or
agreements  shall be duly  executed  and  delivered  by the  Corporation  to the
participant.  Such agreement or agreements shall become effective upon execution
by the Corporation and the participant.

         Anything in the Plan to the  contrary  notwithstanding,  no term of the
Plan  relating to  Incentive  Stock  Options  shall be  interpreted,  amended or
altered  nor  shall  any  discretion  or  authority  granted  under  the Plan be
exercised so as to disqualify the Plan under Section 422 of the Code or, without
the consent of the optionee  affected,  to disqualify any Incentive Stock Option
under such Section 422.

         Stock Options  granted under the Plan shall be subject to the following
terms and conditions and shall contain such  additional  terms and conditions as
the Committee shall deem desirable:

         (a)  OPTION  PRICE.   The  option  price  per  share  of  Common  Stock
purchasable  under a Stock Option shall be  determined  by the Committee and set
forth in the option  agreement,  and with  respect to Incentive  Stock  Options,
shall not be less than the Fair Market Value of the Common Stock  subject to the
Stock Option on the date of grant.

         (b) OPTION  TERM.  The term of each Stock  Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.

         (c) EXERCISABILITY.  Except as otherwise provided herein, Stock Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the  Committee.  If the Committee  provides
that any Stock Option is exercisable only in installments,  the Committee may at
any time waive such installment exercise provisions,  in whole or in part, based
on such factors as the Committee may determine.  In addition,  the Committee may
at any time accelerate the exercisability of any Stock Option.

          (d) METHOD OF EXERCISE.  Subject to the  provisions of this Section 5,
Stock  Options  may be  exercised,  in whole or in part,  at any time during the
option term by giving written notice of exercise to the  Corporation  specifying
the  number  of  shares  of  Common  Stock  subject  to the  Stock  Option to be
purchased.

         Such notice  shall be  accompanied  by payment in full of the  purchase
price by  certified  or bank check or such other  instrument  as the Company may
accept. If approved by the Committee,  payment,  in full or in part, may also be
made in the form of  unrestricted  Common Stock already owned by the optionee of
the same class as the Common  Stock  subject to the Stock  Option  (based on the
Fair  Market  Value  of the  Common  Stock  on the  date  the  Stock  Option  is
exercised);  provided,  however,  that, in the case of an Incentive Stock Option
the right to make a payment in the form of already  owned shares of Common Stock
of the same  class as the  Common  Stock  subject  to the  Stock  Option  may be
authorized  only at the time the Stock Option is granted and provided,  further,
that such  already  owned shares have been held by the optionee for at least six
months at the time of exercise.

         In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly  executed exercise notice
to the Corporation, together with a copy of irrevocable instructions to a broker
to deliver  promptly  to the  Corporation  the  amount of sale or loan  proceeds
necessary to pay the purchase  price,  and, if  requested,  by the amount of any
federal, state, local or foreign withholding taxes. To facilitate the foregoing,
the Corporation may enter into agreements for coordinated procedures with one or
more brokerage firms.

         In addition, in the discretion of the Committee, payment for any shares
subject  to a Stock  Option may also be made by  instructing  the  Committee  to
withhold  a number  of such  shares  having a Fair  Market  Value on the date of
exercise equal to the aggregate exercise price of such Stock Option.

         No shares of Common Stock shall be issued  until full payment  therefor
has been made.  Except as otherwise  provided in Section 5(l) below, an optionee
shall have all of the rights of a  shareholder  of the  Corporation  holding the
class or series of Common Stock that is subject to such Stock Option (including,
if applicable, the right to vote the shares and the right to receive dividends),
when the optionee  has given  written  notice of exercise,  has paid in full for
such shares and, if requested, has given the representation described in Section
13(a).

         (e)  NONTRANSFERABILITY  OF STOCK  OPTIONS.  No Stock  Option  shall be
transferable  by the  optionee  other than (i) by will or by the laws of descent
and  distribution;  or  (ii) in the  case of a  NonQualified  Stock  Option,  as
otherwise expressly  permitted under the applicable option agreement  including,
if so permitted,  pursuant to a gift to such optionee's family, whether directly
or indirectly  or by means of a trust or  partnership  or  otherwise.  All Stock
Options  shall be  exercisable,  subject to the terms of this Plan,  only by the
optionee, the guardian or legal representative of the optionee, or any person to
whom such option is  transferred  pursuant to the preceding  sentence,  it being
understood  that the term "holder" and "optionee"  include such guardian,  legal
representative and other transferee.

         (f) TERMINATION BY DEATH. Unless otherwise determined by the Committee,
if an optionee's employment terminates by reason of death, any Stock Option held
by such optionee may thereafter be exercised, to the extent then exercisable, or
on such  accelerated  basis as the Committee may determine,  for a period of one
year (or such other period as the Committee may specify in the option agreement)
from the date of such death or until the  expiration  of the stated term of such
Stock Option, whichever period is the shorter.

         (g) TERMINATION BY REASON OF DISABILITY. Unless otherwise determined by
the Committee,  if an optionee's  employment terminates by reason of Disability,
any Stock  Option held by such  optionee  may  thereafter  be  exercised  by the
optionee,  to the extent it was  exercisable at the time of  termination,  or on
such  accelerated  basis as the Committee may  determine,  for a period of three
years (or such  shorter  period  as the  Committee  may  specify  in the  option
agreement)  from  the  date of such  termination  of  employment  or  until  the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter;  provided,  however,  that if the optionee dies within such period, any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was  exercisable at the time of death for a period of 12 months from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever  period is the shorter.  In the event of  termination of employment by
reason of  Disability,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock  Option will  thereafter  be treated as a  NonQualified  Stock
Option.

         (h) TERMINATION BY REASON OF RETIREMENT. Unless otherwise determined by
the Committee,  if an optionee's  employment terminates by reason of Retirement,
any Stock  Option held by such  optionee  may  thereafter  be  exercised  by the
optionee, to the extent it was exercisable at the time of such Retirement, or on
such accelerated basis as the Committee may determine,  for a period of one year
(or such other period as the Committee may specify in the option agreement) from
the date of such termination of employment or until the expiration of the stated
term of such Stock Option, whichever period is the shorter;  provided,  however,
that if the optionee dies within such period any  unexercised  Stock Option held
by such optionee shall,  notwithstanding the expiration of such period, continue
to be exercisable to the extent to which it was exercisable at the time of death
for a period of 12 months from the date of such death or until the expiration of
the stated term of such Stock Option,  whichever  period is the shorter.  In the
event of  termination  of  employment by reason of  Retirement,  if an Incentive
Stock  Option is exercised  after the  expiration  of the exercise  periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a NonQualified Stock Option.

         (i) OTHER  TERMINATION.  Unless otherwise  determined by the Committee:
(A) if an optionee  incurs a  Termination  of  Employment  for Cause,  all Stock
Options held by such optionee shall thereupon terminate;  and (B) if an optionee
incurs a Termination of Employment  for any reason other than death,  Disability
or  Retirement  or for Cause,  any Stock  Option held by such  optionee,  to the
extent then  exercisable,  or on such  accelerated  basis as the  Committee  may
determine, may be exercised for the lesser of three months from the date of such
Termination of Employment or the balance of such Stock Option's term;  provided,
however,  that  if  the  optionee  dies  within  such  three-month  period,  any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such three-month period,  continue to be exercisable to the extent
to which it was  exercisable at the time of death for a period of 12 months from
the date of such death or until the  expiration of the stated term of such Stock
Option,  whichever  period  is the  shorter.  In the  event  of  Termination  of
Employment,  if an Incentive  Stock Option is exercised  after the expiration of
the exercise  periods  that apply for purposes of Section 422 of the Code,  such
Stock Option will thereafter be treated as a NonQualified Stock Option.

         (j)  CASHING  OUT OF STOCK  OPTION.  On receipt  of  written  notice of
exercise,  the Committee may elect to cash out all or part of the portion of the
shares of Common Stock for which a Stock Option is being exercised by paying the
optionee  an amount,  in cash or Common  Stock,  equal to the excess of the Fair
Market  Value of the  Common  Stock over the  option  price  times the number of
shares of Common Stock for which the Option is being  exercised on the effective
date of such cash-out.

         (k)  DEFERRAL OF OPTION  SHARES.  The  Committee  may from time to time
establish  procedures  pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of an Option,  receipt of all or a portion
of the Shares  subject to such Option  and/or to receive cash at such later time
or times in lieu of such deferred  Shares,  all on such terms and  conditions as
the  Committee  shall  determine.  If any such  deferrals  are  permitted,  then
notwithstanding  Section 5(d) above,  an optionee who elects such deferral shall
not have any rights as a stockholder with respect to such deferred Shares unless
and until Shares are actually  delivered to the optionee  with respect  thereto,
except to the extent otherwise determined by the Committee.

SECTION 6. STOCK APPRECIATION RIGHTS

         (a) GRANT AND  EXERCISE.  Stock  Appreciation  Rights may be granted in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case of a  NonQualified  Stock Option,  such rights may be granted  either at or
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option,  such  rights  may be  granted  only at the time of grant of such  Stock
Option. A Stock  Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

         A  Stock  Appreciation  Right  may  be  exercised  by  an  optionee  in
accordance  with  Section 6(b) by  surrendering  the  applicable  portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and  surrender,  the optionee shall be entitled to receive an
amount  determined in the manner prescribed in Section 6(b). Stock Options which
have been so  surrendered  shall no  longer be  exercisable  to the  extent  the
related Stock Appreciation Rights have been exercised.

         (b) TERMS AND  CONDITIONS.  Stock Appreciation  Rights shall be subject
to such  terms and conditions as shall be determined by the Committee, including
the following:

             (i) Stock  Appreciation  Rights shall be exercisable only  at  such
          time or times and to the extent  that the Stock  Options to which they
          relate are  exercisable in accordance with the provisions of Section 5
          and this Section 6.

             (ii) Upon the  exercise  of a Stock Appreciation Right, an optionee
          shall be entitled to receive an amount in cash, shares of Common Stock
          or both,  in value equal to the excess of the Fair Market Value of one
          share of Common Stock over the option price per share specified in the
          related Stock Option  multiplied by the number of shares in respect of
          which the Stock Appreciation Right shall have been exercised, with the
          Committee having the right to determine the form of payment.

             (iii) Stock  Appreciation  Rights  shall  be  transferable  only to
          permitted  transferees  of the  underlying  Stock Option in accordance
          with Section 5(e).

             (iv) Upon  the  exercise of a Stock  Appreciation  Right, the Stock
          Option or part  thereof  to which  such  Stock  Appreciation  Right is
          related shall be deemed to have been  exercised for the purpose of the
          limitation  set forth in  Section 3 on the  number of shares of Common
          Stock to be  issued  under  the  Plan,  but only to the  extent of the
          number of shares covered by the Stock  Appreciation  Right at the time
          of exercise based on the value of the Stock Appreciation Right at such
          time.

SECTION 7. RESTRICTED STOCK

         (a)  ADMINISTRATION.  Shares of Restricted  Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine the  directors,  officers,  employees and  consultants to whom and the
time or times at which grants of Restricted Stock will be awarded, the number of
shares to be awarded  to any  participant  (subject  to the  aggregate  limit on
grants to individual  participants  set forth in Section 3), the  conditions for
vesting, the time or times within which such Awards may be subject to forfeiture
and any other terms and conditions of the Awards, in addition to those contained
in Section 7(c).

         (b)  AWARDS  AND  CERTIFICATES.  Shares of  Restricted  Stock  shall be
evidenced  in such  manner  as the  Committee  may deem  appropriate,  including
book-entry  registration  or  issuance  of one or more stock  certificates.  Any
certificate  issued in respect of shares of Restricted Stock shall be registered
in the name of such  participant and shall bear an appropriate  legend referring
to  the  terms,   conditions,   and  restrictions   applicable  to  such  Award,
substantially in the following form:

                  "The  transferability  of this  certificate  and the shares of
                  stock  represented   hereby  are  subject  to  the  terms  and
                  conditions  (including  forfeiture)  of the  Journal  Register
                  Company  1997  Stock  Incentive  Plan and a  Restricted  Stock
                  Agreement.  Copies of such Plan and  Agreement  are on file at
                  the offices of Journal Register Company,  State Street Square,
                  50 West State Street, Trenton, New Jersey 08608-1298."

The Committee may require that the  certificates  evidencing such shares be held
in custody by the Company until the  restrictions  thereon shall have lapsed and
that, as a condition of any Award of Restricted  Stock,  the  participant  shall
have  delivered a stock power,  endorsed in blank,  relating to the Common Stock
covered by such Award.

         (c) TERMS AND CONDITIONS. Shares  of  Restricted Stock shall be subject
to the following terms and conditions:

             (i) The  Committee  may,  prior  to or  at  the   time  of   grant,
         designate an Award of Restricted Stock as a Qualified Performance-Based
         Award,  in which  event it shall  condition  the grant or  vesting,  as
         applicable, of such Restricted Stock upon the attainment of Performance
         Goals. If the Committee does not designate an Award of Restricted Stock
         as a Qualified Performance-Based Award, it may also condition the grant
         or vesting thereof upon the attainment of Performance Goals. Regardless
         of   whether   an   Award   of   Restricted   Stock   is  a   Qualified
         Performance-Based  Award, the Committee may also condition the grant or
         vesting  thereof upon the  continued  service of the  participant.  The
         conditions for grant or vesting and the other  provisions of Restricted
         Stock Awards (including without  limitation any applicable  Performance
         Goals)  need  not be the  same  with  respect  to each  recipient.  The
         Committee may at any time, in its sole discretion, accelerate or waive,
         in whole  or in  part,  any of the  foregoing  restrictions;  provided,
         however,  that in the  case of  Restricted  Stock  that is a  Qualified
         Performance-Based  Award,  the applicable  Performance  Goals have been
         satisfied.

             (ii) Subject  to  the   provisions  of  the Plan and the Restricted
         Stock Agreement referred to in Section 7(c)(vi),  during the period, if
         any, set by the Committee,  commencing  with the date of such Award for
         which  such   participant's   continued   service  is   required   (the
         "Restriction Period"), and until the later of (i) the expiration of the
         Restriction  Period and (ii) the date the applicable  Performance Goals
         (if any) are satisfied, the participant shall not be permitted to sell,
         assign,  transfer,  pledge or otherwise  encumber  shares of Restricted
         Stock; provided that the foregoing shall not prevent a participant from
         pledging  Restricted  Stock as security for a loan, the sole purpose of
         which is to provide funds to pay the option price for Stock Options.

             (iii) Except  as  provided  in  this  paragraph (iii)  and Sections
         7(c) (i)  and  7(c)(ii)  and  the   Restricted   Stock   Agreement, the
         participant shall have, with respect to the shares of Restricted Stock,
         all of the rights of a stockholder of the Corporation holding the class
         or series of Common Stock that is the subject of the Restricted  Stock,
         including, if applicable, the right to vote the shares and the right to
         receive any cash  dividends.  If so  determined by the Committee in the
         applicable  Restricted  Stock Agreement and subject to Section 13(e) of
         the Plan,  (A) cash  dividends  on the class or series of Common  Stock
         that  is  the   subject  of  the   Restricted   Stock  Award  shall  be
         automatically  deferred and reinvested in additional  Restricted Stock,
         held subject to the vesting of the underlying Restricted Stock, or held
         subject to meeting Performance Goals applicable only to dividends,  and
         (B)  dividends  payable  in Common  Stock  shall be paid in the form of
         Restricted  Stock of the same class as the Common Stock with which such
         dividend  was paid,  held  subject  to the  vesting  of the  underlying
         Restricted  Stock,  or  held  subject  to  meeting   Performance  Goals
         applicable only to dividends.

             (iv) Except  to  the  extent otherwise  provided  in the applicable
         Restricted Stock Agreement and Sections 7(c)(i),  7(c)(ii) and 7(c)(v),
         upon a  participant's  Termination  of Employment for any reason during
         the Restriction  Period or before the applicable  Performance Goals are
         satisfied,  all shares still subject to restriction  shall be forfeited
         by the participant.

             (v)  In   the   event   that   a    participant   retires  or  such
         participant's  employment is involuntarily  terminated  (other than for
         Cause),  the Committee  shall have the discretion to waive, in whole or
         in part, any or all remaining  restrictions (other than, in the case of
         Restricted  Stock  with  respect  to which a  participant  is a Covered
         Employee,  satisfaction of the applicable  Performance Goals unless the
         participant's   employment   is   terminated  by  reason  of  death  or
         Disability) with respect to any or all of such participant's  shares of
         Restricted Stock.

             (vi)  If   and   when   any   applicable   Performance   Goals  are
         satisfied and the Restriction Period expires without a prior forfeiture
         of the Restricted Stock,  unlegended certificates for such shares shall
         be  delivered  to  the  participant  upon  surrender  of  the  legended
         certificates.

             (vii) Each  Award  shall  be  confirmed  by, and be subject to, the
         terms of a Restricted Stock Agreement.

SECTION 8. PERFORMANCE UNITS

         (a) ADMINISTRATION. Performance Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee  shall  determine
the officers,  employees and  consultants to whom and the time or times at which
Performance  Units  shall be  awarded,  the  number of  Performance  Units to be
awarded  to any  participant  (subject  to the  aggregate  limit  on  grants  to
individual participants set forth in Section 3), the duration of the Award Cycle
and any other terms and conditions of the Award,  in addition to those contained
in Section 8(b).

         (b) TERMS AND CONDITIONS.  Performance Units Awards shall be subject to
the following terms and conditions:

             (i) The  Committee   may,  prior  to  or  at the time of the grant,
         designate Performance Units as Qualified  Performance-Based  Awards, in
         which  event  it  shall  condition  the  settlement  thereof  upon  the
         attainment of  Performance  Goals.  If the Committee does not designate
         Performance  Units as  Performance-Based  Awards, it may also condition
         the  settlement  thereof  upon the  attainment  of  Performance  Goals.
         Regardless of whether Performance Units are Qualified Performance-Based
         Awards,  the Committee may also condition the  settlement  thereof upon
         the continued service of the participant. The provisions of such Awards
         (including  without  limitation any applicable  Performance Goals) need
         not  be the  same  with  respect  to  each  recipient.  Subject  to the
         provisions of the Plan and the Performance Units Agreement  referred to
         in  Section  8(b)(vi),  Performance  Units  may not be sold,  assigned,
         transferred, pledged or otherwise encumbered during the Award Cycle.

             (ii) Except  to  the  extent  otherwise  provided in the applicable
         Performance Unit Agreement and Section 8(b)(iii),  upon a participant's
         Termination  of  Employment  for any reason  during the Award  Cycle or
         before any applicable  Performance  Goals are satisfied,  all rights to
         receive cash or stock in settlement of the  Performance  Units shall be
         forfeited by the participant.

             (iii)  In   the   event   that   a   participant's   employment  is
         terminated  (other  than  for  Cause),  or in the  event a  participant
         retires,  the Committee shall have the discretion to waive, in whole or
         in part, any or all remaining payment  limitations  (other than, in the
         case of Performance Units that are Qualified  Performance-Based Awards,
         satisfaction   of  the   applicable   Performance   Goals   unless  the
         participant's   employment   is   terminated  by  reason  of  death  or
         Disability)   with  respect  to  any  or  all  of  such   participant's
         Performance Units.

             (iv) A participant  may elect to further defer receipt  of  cash or
         shares  in  settlement  of Performance  Units for a specified period or
         until  a  specified  event,  subject  in each  case to the  Committee's
         approval  and to such terms as are  determined  by the  Committee  (the
         "Elective Deferral  Period").  Subject to any exceptions adopted by the
         Committee,  such election must generally be made prior to  commencement
         of the Award Cycle for the Performance Units in question.

             (v) At  the  expiration  of  the  Award Cycle,  the Committee shall
         evaluate the Company's  performance in light of any  Performance  Goals
         for such Award,  and shall  determine the number of  Performance  Units
         granted to the  participant  which have been earned,  and the Committee
         shall then cause to be delivered (A) a number of shares of Common Stock
         equal to the number of Performance Units determined by the Committee to
         have been  earned,  or (B) cash equal to the Fair Market  Value of such
         number of shares of Common Stock to the  participant,  as the Committee
         shall elect (subject to any deferral pursuant to Section 8(b)(iv)).

             (vi) Each Award shall be confirmed by, and be subject to, the terms
         terms of a Performance Unit Agreement.

SECTION 9. TAX OFFSET BONUSES

         At the time an Award is made hereunder or at any time  thereafter,  the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
participant,  for the purpose of assisting the  participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 10. TERM, AMENDMENT AND TERMINATION

         The Plan will  terminate 10 years after the effective date of the Plan.
Under the Plan,  Awards  outstanding  as of such date shall not be  affected  or
impaired by the termination of the Plan.

         The Board may amend,  alter, or discontinue the Plan, but no amendment,
alteration or discontinuation  shall be made which would impair the rights of an
optionee  under a Stock  Option or a recipient  of a Stock  Appreciation  Right,
Restricted Stock Award or Performance Unit Award theretofore granted without the
optionee's or  recipient's  consent,  except such an amendment made to cause the
Plan to qualify for any exemption  provided by Rule 16b-3. In addition,  no such
amendment shall be made without the approval of the  Corporation's  shareholders
to the extent such approval is required by law or agreement.

         The  Committee  may amend the terms of any Stock  Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a  Qualified  Performance-Based  Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except  such an  amendment  made to cause the Plan or Award to  qualify  for any
exemption provided by Rule 16b-3.

         Subject to the above  provisions,  the Board  shall have  authority  to
amend the Plan to take into account changes in law and tax and accounting  rules
as well as other developments,  and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

SECTION 11. UNFUNDED STATUS OF PLAN

         It is presently  intended that the Plan  constitute an "unfunded"  plan
for  incentive  and deferred  compensation.  The  Committee  may  authorize  the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to deliver  Common  Stock or make  payments;  provided,  however,  that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 12. GENERAL PROVISIONS

         (a) The  Committee  may require  each person  purchasing  or  receiving
shares  pursuant to an Award to represent to and agree with the  Corporation  in
writing  that  such  person  is  acquiring  the  shares  without  a view  to the
distribution  thereof.  The  certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         Notwithstanding  any other  provision  of the Plan or  agreements  made
pursuant thereto,  the Corporation shall not be required to issue or deliver any
certificate or  certificates  for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

                  (1) Listing or approval  for listing  upon notice of issuance,
         of such  shares on the New York  Stock  Exchange,  Inc.,  or such other
         securities  exchange as may at the time be the principal market for the
         Common Stock;

                  (2) Any registration or other  qualification of such shares of
         the  Corporation  under any state or federal law or regulation,  or the
         maintaining in effect of any such  registration or other  qualification
         which the Committee  shall, in its absolute  discretion upon the advice
         of counsel, deem necessary or advisable; and

                  (3) Obtaining any other consent,  approval, or permit from any
         state or federal  governmental agency which the Committee shall, in its
         absolute discretion after receiving the advice of counsel, determine to
         be necessary or advisable.

         (b) Nothing  contained in the Plan shall prevent the Corporation or any
subsidiary  or  Affiliate  from  adopting   other  or  additional   compensation
arrangements for its employees.

         (c)  Adoption of the Plan shall not confer upon any  employee any right
to continued employment, nor shall it interfere in any way with the right of the
Corporation  or any  subsidiary or Affiliate to terminate the  employment of any
employee at any time.

         (d) No  later  than  the  date as of  which  an  amount  first  becomes
includible  in the gross  income  of the  participant  for  federal  income  tax
purposes with respect to any Award under the Plan, the participant  shall pay to
the Corporation,  or make arrangements satisfactory to the Corporation regarding
the payment of, any federal,  state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount.  Unless otherwise  determined
by the  Corporation,  withholding  obligations may be settled with Common Stock,
including  Common  Stock  that is  part  of the  Award  that  gives  rise to the
withholding requirement. The obligations of the Corporation under the Plan shall
be  conditional on such payment or  arrangements,  and the  Corporation  and its
Affiliates  shall, to the extent  permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant.  The Committee may
establish such procedures as it deems appropriate,  including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.

         (e)  Reinvestment  of dividends in additional  Restricted  Stock at the
time of any dividend  payment shall only be permissible if sufficient  shares of
Common Stock are available  under Section 3 for such  reinvestment  (taking into
account then outstanding Stock Options and other Awards).

         (f)  The  Committee   shall  establish  such  procedures  as  it  deems
appropriate  for a participant  to designate a  beneficiary  to whom any amounts
payable  in the event of the  participant's  death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.

         (g) In the case of a grant of an Award to any  employee of a subsidiary
of the Corporation,  the Corporation may, if the Committee so directs,  issue or
transfer  the  shares  of  Common  Stock,  if any,  covered  by the Award to the
subsidiary, for such lawful consideration as the Committee may specify, upon the
condition  or  understanding  that the  subsidiary  will  transfer the shares of
Common Stock to the employee in accordance with the terms of the Award specified
by the Committee pursuant to the provisions of the Plan.

         (h) The Plan and all Awards made and actions taken  thereunder shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without reference to principles of conflict of laws.

SECTION 13.  EFFECTIVE DATE OF PLAN

         The Plan shall be effective as of the date it is approved by at least a
majority of the outstanding shares of Common Stock of the Corporation.

SECTION 14.  DIRECTOR STOCK OPTIONS

         (a) Each director of the  Corporation  who is not otherwise an employee
of  the  Corporation  or any of its  subsidiaries  or  Affiliates  and is not an
officer,  director,  or employee of EMWP,  WPCC, WPCP or WPI shall, on the first
Tuesday  following his or her first  election as a director of the  Corporation,
and thereafter on the day after each Annual Meeting of Stockholders  during such
director's term, automatically be granted NonQualified Stock Options to purchase
10,000  shares  of  Common  Stock  on  terms  and  conditions  specified  by the
Committee.

         (b) An automatic  director Stock Option shall be granted hereunder only
if as of each date of grant the director (i) is not otherwise an employee of the
Corporation or any of its  subsidiaries  or Affiliates,  (ii) is not an officer,
director or employee of EMWP,  WPCC, WPCP or WPI, (iii) has not been an employee
of the Corporation or any of its  subsidiaries or Affiliates for any part of the
preceding fiscal year, and (iv) has served on the Board  continuously  since the
commencement of his term.

         (c) Each holder of a Stock Option  granted  pursuant to this Section 14
shall also have the rights specified in Section 5(k).

         (d) In the event  that the number of shares of Common  Stock  available
for future grant under the Plan is  insufficient  to make all  automatic  grants
required to be made on such date, then all non-employee  directors entitled to a
grant on such date  shall  share  ratably  in the  number of  options  on shares
available for grant under the Plan.

         (e) Except as  expressly  provided in this Section 14, any Stock Option
granted hereunder shall be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof.