EXHIBIT10.1

401(k) EXCESS/DEFERRED COMPENSATIONPLAN

1.    Purpose.    This plan wasestablished, effective January  1,  1996, and is amendedand restated effective January  1,  2006, for the purposeof providing certain employees of Journal Register Company(‘‘JRC’’) (including its affiliates) withbenefits which would otherwise be reduced by reason of the restrictiveprovisions of law applicable to the tax-qualified 401(k) plan(s)maintained by JRC ( the ‘‘401(k) Plan’’).To fulfill this purpose, Eligible Employees will be provided with anopportunity to receive supplemental benefits to compensate for the lossof benefits that would otherwise have been payable under the 401(k)Plan were it not for the limitation on benefits payable under such planimposed by restrictions on participants’ elective contributionsunder sections 402(g) and 401(a)(17) of the Internal Revenue Code, onannual additions under section 415 of the Code, and on participation byhighly-compensated employees (as determined under the Code). Inaddition, this plan provides an opportunity for certain employees todefer additional compensation, covers highly-compensated employees whoare excluded from participation in the Company’s tax-qualifiedplans, and otherwise provides an opportunity for deferred compensationto Eligible Employees. This program is to be unfunded and is maintainedfor the purpose of providing deferred compensation for a select groupof highly-compensated or managementemployees.

2.    Definitions.

(a)    ‘‘JRC’’shall mean the Journal RegisterCompany.

(b)    ‘‘Code’’ shall meanthe Internal Revenue Code of 1986, asamended.

(c)    ‘‘EligibleEmployee’’ shall mean an employee of JRC who becomeseligible for a benefit under this program in accordance with Section3.

(d)    ‘‘401(k) Plan’’ shallmean the Journal Register Company 401(k) Plan for Employees at thecorporate offices in Yardley, Pennsylvania as it may from time to timebe amended, and any other tax-qualified 401(k) plan maintained by JRCor an affiliate.

(e)    ‘‘ElectedAmount’’ shall mean the amount of compensation forservices which a Participant elects, at the time and in the mannerprovided by JRC, to be deferred beyond the year in which such servicesare performed. The Participant’s election to defer compensationshall become irrevocable with respect to a calendar year on theDecember  31 of the preceding year, except in the case ofelections by a newly eligible Participant, as further set forth herein.After the election has become irrevocable, no change in theParticipant’s election to defer compensation shall be effectiveuntil the calendar year following the year in which the change is made,and the Participant’s Elected Amount for the year in which thechange is made shall not be affected. Each Participant’s ElectedAmount may not exceed 60% of his taxable compensation for theyear. JRC shall establish such further terms and conditions ofelections to defer compensation as it may deemnecessary.

(g)    ‘‘Participant’’means each Eligible Employee who has elected to commence participationpursuant to Section 3(b), and any formerly Eligible Employee who has anaccount under the Plan.

3.    Eligibility andParticipation.

(a)    An individual is an EligibleEmployee if he or she is an employee of JRC (or an affiliate designatedby JRC) and:

(i)    Is an Executive Officer of theCompany;

(ii)    Is a‘‘highly-compensated employee’’ (as thatterm is defined in Section 414(q) of the Code), or is salaried at arate set forth in Code Section 414(q)(1)(B)(i) (as adjusted), and is anemployee of JRC at its Yardley, Pennsylvania corporate office;or

(iii)    Is otherwise designated forparticipation by JRC.

(b)    An Eligible Employee may elect(at the time and in the manner provided by JRC) to commenceparticipation in the first payroll period after becoming an EligibleEmployee or, if later, after 90 days of 

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service. Notwithstanding the foregoing, JRCmay provide for earlier or immediate participation in its discretion.Each Eligible Employee shall become a participant as of the date he orshe completes such documentation as may be required by JRC as acondition of participation.

4.    Determination ofBenefit.

(a)    Account.     JRC shallestablish an account on behalf of each participant. Such account shallreflect the value of deferred benefits and shall be a bookkeeping entryonly.

(b)    Credit for Elected Amount.     Assoon as practicable following the first day of each calendar quarter,JRC shall credit to each participant’s account that portion ofhis or her Elected Amount attributable to salary paid in theimmediately preceding calendar quarter. JRC may permit the deferral ofcompensation other than salary, at the time and in the manner providedby JRC, and JRC shall credit to each Participant’s account suchamount of his or her compensation as the Participant has elected todefer. Such amount shall be credited as soon as practicable after thedate on which such amount would have otherwise been paid to theParticipant.

(c)    Credit for MatchingContributions.

(i)    For each planyear, except as set forth in paragraph (ii), JRC shall credit to eachParticipant’s account an amount equal to 75% of the first6% of compensation deferred by such Participant under this Planand the Plan.

(ii)    With respect to eachExecutive Officer (as defined herein), in lieu of the amount set forthin Paragraph 4(c)(i), JRC shall credit an amount equal to the lesser of(A) 10% of the Executive Officer’s base salary for thecalendar year ending in or coinciding with the plan year, or (B) thetotal amount of compensation deferred by such Executive Officer underthis Plan. For purposes of this plan, ‘‘ExecutiveOfficer’’ means each person who is a‘‘named executive officer’’ of JRC asdisclosed in the Proxy Statement or Annual Form 10-K, as applicable,under item 402 of Regulation S-K or any successor regulation or rule,who is actively employed by JRC on the last day of the plan year withrespect to which the credit is to be made. The matching credit underthis Paragraph (c)(2) shall be made as soon as practicable after theclose of the plan year to which it relates.

(d)    Creditfor Earnings.     At least once per year, or at such morefrequent intervals as JRC shall determine, each Participant’saccount shall be credited or debited on a reasonable and consistentbasis with an increase or decrease equal to the product of (1) theoverall rate of return under the 401(k) Plan for the same time period,and (2) the average of the amount in the Participant’s accounton the first day and the last day of the period. However, if JRC electsto set aside any fund for the purpose of providing benefits under thisplan, JRC may elect to credit or debit each Participant’s amountby the actual return on such fund for any period. JRC may allow eachParticipant to direct the investment of any fund set aside by JRC forthe purpose of providing such Participant’s benefits hereunder,or to direct the deemed investment of such Participant’saccounts (irrespective of whether JRC sets aside its own fund toprovide benefits), in which case the account of each Participant who sodirects the investment or deemed investment shall be credited ordebited by the gain or loss that would have been actually produced byinvestment pursuant to the Participant’sdirections.

(e)    Separate Accounting.     JRCshall separately account for the Participant’s deferrals undersection 4(b) and the credit for matching contributions under Section4(c).

(f)    Vesting.     All amounts creditedunder Section 4(b), and any earnings credited to such amounts underSection 4(d), shall be fully vested and nonforfeitable. All amountscredited under Section 4(c), and any earnings credited to such amounts,shall vest at a rate of 20% per year of service, so that eachParticipant shall be fully vested under the Plan when he or she hasbeen credited with five or more completed years of service,irrespective of how long the Participant has been a Participant in thisplan. For purposes of this plan, a ‘‘year ofservice’’ shall be credited on each anniversary of theParticipant’s employment commencement date if he or she is thenan employee of JRC or any affiliate, irrespective of whether theParticipant is then a participant in thisPlan.

5.    Payment ofBenefits.

(a)    Benefit Commencement.    Benefits hereunder shall become payable by reason of theparticipant’s separation from service. Except as provided inParagraph 5(b) with respect to a participant’s 

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death, such payment shall commence no laterthan thirty days after the participant’s separation fromservice, except that in the case of termination of employment of a keyemployee (as defined in Code Section 416(i)) other than by reason ofdeath, distribution shall not commence earlier than six months aftersuch person’s separation from service. Benefits may be paidprior to separation from service in the event of termination of theplan under Section 7 or in the case of a proven financial hardship orunforeseen emergency, but only to the extent permitted under codeSection 409A(a)(2)(A)(vi). In no event shall a Participant take part inany decision concerning distribution of his or her account.Notwithstanding the foregoing, the Company may provide for, or maypermit a participant to elect, payment at a time or times differentfrom those set forth in this paragraph (a), to the extent that suchchange in the timing of benefits shall be consistent with the purposesof the Plan and deferral of federal incometax.

(b)    Form and Amount of Distribution.    The Participant’s account shall be paid in a single sum. TheParticipant’s account shall be credited for earnings pursuant toParagraph 4(e) for as long as there exists any unpaid balance. In theevent of the Participant’s death prior to total distribution ofhis account, the balance remaining to his credit shall be paid in asingle sum to the beneficiary or beneficiaries entitled to any deathbenefit under the 401(k) Plan as soon as practicable and, unless suchbeneficiary or beneficiaries cannot be determined or located, not laterthan 30 days following the participant’sdeath.

6.    Source of Funds.     This planshall be unfunded for tax purposes, and payment of benefits hereundershall be shall be made from the general assets of JRC. Notwithstandingthe foregoing, JRC may establish an account, fund, trust or othervehicle for the purpose of paying benefits hereunder. Any such assetwhich may be set aside, earmarked or identified as being intended forthe provision of benefits hereunder shall remain an asset of JRC andshall be subject to the claims of its creditors to the extent necessaryto avoid income taxation of benefits under the plan until actually paidunder Section 5(a). Each Participant shall be a creditor of JRC to theextent of the value of his or her benefit accrued hereunder, but he orshe shall have no right, title, or interest in any specific asset thatJRC may set aside or designate as intended to be applied to the paymentof benefits under this plan.

7.    Amendment andTermination.     JRC reserves the right to amend this plan atany time and from time to time in any fashion, and to terminate it atwill. However, to the extent that JRC has the assets with which to paysuch benefits, JRC guarantees to the Participant (and to personsbecoming entitled to benefits under this plan by reason of the death ofthe participant) the payment of benefits contemplated hereunder,subject to the terms and conditions set forthherein.

8.    Nonalienation ofBenefits.     Except as hereinafter provided with respect tomarital disputes, none of the benefits or rights of a Participant orany beneficiary of a Participant under this plan shall be subject tothe claim of any creditor, and in particular, to the fullest extentpermitted by law, all such benefits and rights shall be free fromattachment, garnishment or any other legal or equitable processavailable to any creditor of the Participant and the beneficiary.Neither the Participant nor the beneficiary shall have the right toalienate, anticipate, commute, pledge, encumber, or assign any of thebenefit or payments which he or she may expect to receive, contingentlyor otherwise, under this plan, except the right to designate abeneficiary to receive death benefits provided hereunder. In cases ofmarital dispute, JRC will observe the terms of the plan unless anduntil ordered to do otherwise by a state or federal court. As acondition of participation, each Participant agrees to hold JRCharmless from any loss that arises out of JRC’s obeying thefinal order of any state or federal court, whether such order affects ajudgment of such court or is issued to enforce a judgment or order ofanother court.

9.    Administration.    The records to be maintained for the purpose of the plan shall bemaintained by the officers and employees of JRC at its expense. Allexpenses of administering the plan shall be paid by JRC and shall notaffect the Participants’ right to or amount ofbenefits.

10.    No Contract ofEmployment.     Nothing contained herein shall be construed asconferring upon any person the right to be employed or continue in theemploy of JRC.

11.    Applicable Law.    This plan shall be construed under the laws of the State of NewJersey.

IN WITNESS WHEREOF, the foregoing Plan has beenamended and restated effective October  30,2006.

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