Exhibit 10.6














                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                     WARBURG, PINCUS CAPITAL COMPANY, L.P.,

                     WARBURG, PINCUS CAPITAL PARTNERS, L.P.,

                         WARBURG, PINCUS INVESTORS, L.P.

                                       AND

                            JOURNAL REGISTER COMPANY


                                   DATED AS OF

                                   MAY 6, 1997


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                                TABLE OF CONTENTS

                                                                            PAGE

1.    DEFINITIONS............................................................1
      (a)   Defined Terms....................................................1

2.    REGISTRATION RIGHTS....................................................2
      (a)   Requested Registration...........................................2
      (b)   Piggyback Registration...........................................4
      (c)   Registration Procedures..........................................5
      (d)   Allocation of Expenses...........................................7
      (e)   Indemnification..................................................7
      (f)   Contribution.....................................................9
      (g)   Rule 144........................................................10
      (h)   Information by Stockholder......................................10
      (i)   Hold-Back Agreement.............................................10

3.    INFORMATION AS TO THE COMPANY AND RELATED COVENANTS...................11
      (a)   Inspection......................................................11
      (b)   Confidentiality.................................................11

4.    NOTICES...............................................................11
      (a)   Notices.........................................................11

5.    MISCELLANEOUS.........................................................12
      (a)   Governing Law...................................................12
      (b)   Successors and Assigns..........................................12
      (c)   Entire Agreement; Amendment; Waiver.............................12
      (d)   Section Headings................................................13
      (e)   Counterparts....................................................13
      (f)   Expenses and Taxes..............................................13
      (g)   Reproduction of Documents.......................................13
      (h)   Usage...........................................................13
      (i)   Third-Party Beneficiaries.......................................13





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                          REGISTRATION RIGHTS AGREEMENT

      This  Registration  Rights Agreement is made and entered into as of May 6,
1997, by and among Warburg,  Pincus Capital  Company,  L.P., a Delaware  limited
partnership ("WPCC"), Warburg, Pincus Capital Partners, L.P., a Delaware limited
partnership  ("WPCP"),  Warburg,  Pincus  Investors,  L.P.,  a Delaware  limited
partnership   ("WPI")  (each   hereinafter   referred  to   individually   as  a
"Stockholder"  and  collectively as the  "Stockholders"),  and Journal  Register
Company, a Delaware corporation (the "Company").


                                    RECITALS

      WHEREAS, the Company is currently contemplating an Initial Public Offering
(as defined herein) of the Company's Common Stock (as defined herein); and

      WHEREAS,  the Company has agreed to grant certain  registration  rights to
the Stockholders with respect to the Registrable Shares (as defined herein);

      NOW, THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:

      1.    DEFINITIONS

      (a)   DEFINED TERMS.  As used in this Agreement, the following terms shall
have  the  respective  meanings  set forth  below  (unless  otherwise  expressly
provided herein):

            "ACT" means the Securities  Act of 1933, as amended,  or any similar
federal  statute,  and the rules and regulations of the Commission  issued under
the Act, as they each may, from time to time, be in effect.

            "AGREEMENT" means this Registration  Rights Agreement,  as it may be
amended from time to time.

            "AFFILIATE"  means any person or  entity,  directly  or  indirectly,
controlling,  controlled  by or under  common  control  with  another  person or
entity.

            "COMMISSION"  means the  Securities  and Exchange  Commission or any
other federal agency at the time administering the Act.

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

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission  issued under the Exchange  Act, as they each may, from time to time,
be in effect.

            "INITIAL  PUBLIC  OFFERING"  occurs  the date on which  the  Company
completes an initial  underwritten public offering of shares of its Common Stock
pursuant to an effective Registration Statement.

            "PERSON"  means an  individual,  partnership,  joint-stock  company,
limited liability company,  corporation,  trust or unincorporated  organization,
and a government or agency or political subdivision thereof.

            "REGISTRABLE  SHARES"  means (i)  shares of Common  Stock  issued or
issuable  to the  Stockholders,  (ii) any  additional  shares  of  Common  Stock
acquired  by the  Stockholders,  (iii) any  shares of Common  Stock  subject  to
options or warrants held by the  Stockholders  and (iv) any capital stock of the
Company  issued as a  dividend  or other  distribution  with  respect  to, or in
exchange for, or in  replacement  of, the shares of Common Stock  referred to in
clauses (i), (ii) or (iii) above.

            "REGISTRATION  EXPENSES"  means the expenses  described in Section
2(d).

            "REGISTRATION STATEMENT" means a registration statement filed by the
Company  with the  Commission  under the Act for a public  offering  and sale of
securities of the Company (other than any registration  statement on Form S-4 or
Form S-8, or their  successors,  or any  registration  statement  covering  only
securities proposed to be issued in exchange for securities or assets of another
company or entity).

            "RULE 144" means Rule 144 as promulgated by the Commission under the
Act, as such Rule may be amended  from time to time,  or any  similar  successor
rule that may be promulgated by the Commission.

            "RULE 415" means Rule 415 as promulgated by the Commission under the
Act, as such Rule may be amended  from time to time,  or any  similar  successor
rule that may be promulgated by the Commission.

            "SUBSIDIARY"  means a corporation,  partnership,  limited  liability
company or other entity of which the Company owns, directly or indirectly,  more
than fifty percent (50%) of the voting stock.

      2.    REGISTRATION RIGHTS

      (a)   REQUESTED REGISTRATION.

            (i) If the Company shall at any time receive from WPCC,  WPCP or WPI
(the  "Requesting  Stockholder(s)")  a written request that the Company effect a
registration  with respect to all or a part of the  Registrable  Shares owned by
such Requesting  Stockholder(s),  and the  Stockholders  collectively  (for this
purpose, together with any Person whose shares of Common Stock would be required
to be aggregated with the shares held by the Stockholders  pursuant to Rule 144)
own at least ten percent (10%) of the then  outstanding  shares of Common Stock,
the Company shall:

                  (A)  within  five  business  days of  receipt  of the  written
            request from such Requesting Stockholder(s),  give written notice of
            the proposed registration to all other holders of Registrable Shares
            and to Thomas Hardy, Alan Leslie,  Frances Leslie, Greta Pofcher and
            the estate of Munroe  Pofcher (in the case of such  individuals,  at
            their respective  addresses as set forth on the stock records of the
            Company) (such other holders and such individuals  being hereinafter
            referred to collectively as the "Holders"); and

                  (B) as soon as  practicable,  use its best  efforts  to effect
            such registration (including,  without limitation,  the execution of
            an  undertaking  to  file  post-effective  amendments,   appropriate
            qualifications  under  applicable blue sky or other state securities
            laws and  appropriate  compliance  with the Act) and take such other
            actions as would permit or facilitate the sale and  distribution  of
            all or such portion of such  Registrable  Shares as are specified in
            such  request,  together with all or such portion of Common Stock of
            any Holder or Holders  joining in such request as are specified in a
            written  request  received  by the Company  within 15 business  days
            after written  notice from the Company is given  pursuant to Section
            2(a)(i)(A)  above;  PROVIDED,  HOWEVER,  the  Company  shall  not be
            obligated  to  effect,  or to take any  action to  effect,  any such
            registration  pursuant  to this  Section  2(a)  other  than two such
            registrations by the Stockholders (each, a "Required  Registration")
            (counting  for this  purpose  only  registrations  which  have  been
            declared or ordered  effective and pursuant to which securities have
            been sold).

                  The  Registration  Statement  filed pursuant to the request of
the Requesting Stockholder(s) may, subject to the provisions of Section 2(a)(ii)
below,  include  other  securities  of the Company which are held by officers or
directors  of the  Company,  or which  are held by  Persons  who,  by  virtue of
agreements  with the Company,  are entitled to include  their  securities in any
such  registration  (the "Other  Stockholders"),  but the Company  shall have no
absolute right to include any of its securities in any such registration.

            (ii) If the  Requesting  Stockholder(s)  intend  to  distribute  the
Registrable  Shares covered by their request by means of an  underwriting,  such
Requesting Stockholder(s) shall so advise the Company as a part of their request
made pursuant to this Section 2(a), and the provisions of this Section  2(a)(ii)
shall apply:

                  If officers or directors of the Company  holding  Common Stock
of the Company  shall  request  inclusion in any  registration  pursuant to this
Section  2(a)(ii),  or if the Other  Stockholders  request such  inclusion,  the
Requesting  Stockholder(s)  shall  offer  to  include  the  securities  of  such
officers, directors and Other Stockholders in the underwriting and may condition
such offer on their  acceptance  of the further  applicable  provisions  of this
Section 2. The  Requesting  Stockholder(s)  and Holders  whose  shares are to be
included in such registration and the Company shall (together with all officers,
directors  and Other  Stockholders  proposing  to  distribute  their  securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form with the  representative  of the underwriter or  underwriters  selected for
such  underwriting  by the  Requesting  Stockholder(s)  owning a majority of the
Registrable Shares to be included in such Registration  Statement and reasonably
acceptable to the Company.  Notwithstanding  any other provision of this Section
2(a), if the  representative  of the  underwriter  or  underwriters  advises the
Requesting Stockholder(s) in writing that marketing factors require a limitation
on the number of shares to be  underwritten,  the securities of the Company held
by  officers  or  directors  of the  Company  and the  securities  held by Other
Stockholders  shall be excluded from such registration to the extent so required
by such  limitation.  If, after the exclusion of such shares further  reductions
are still  required,  the number of shares  included in the  registration by the
Requesting  Stockholder(s)  and the Holders shall be reduced on a pro rata basis
(based on the number of shares  requested by the Requesting  Stockholder(s)  and
the Holders to be  included in such  registration),  by such  minimum  number of
shares as is necessary to comply with such request. No Registrable Shares or any
other securities  excluded from the underwriting by reason of the  underwriter's
marketing  limitation  shall be included in such  registration.  If any officer,
director or Other  Stockholder who has requested  inclusion in such registration
as provided above disapproves of the terms of the underwriting,  such Person may
elect to withdraw  therefrom by written notice to the Company,  the  underwriter
and the Requesting  Stockholder(s).  The  securities so withdrawn  shall also be
withdrawn from  registration.  If the  underwriter has not limited the number of
Registrable  Shares or other  securities  to be  underwritten,  the  Company may
include  its  securities  for  its  own  account  in  such  registration  if the
representative  so agrees  and if the  number of  Registrable  Shares  and other
securities  which would  otherwise have been included in such  registration  and
underwriting will not thereby be limited.

            (iii) Notwithstanding the foregoing, if the Company shall furnish to
the  Requesting  Stockholder(s)  a certificate  signed by the President or Chief
Executive  Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company, based upon circumstances existing at the time
the  Requesting  Stockholder(s)  make a  written  request  pursuant  to  Section
2(a)(i), it would be seriously  detrimental to the Company for such Registration
Statement to be filed and it is therefore  essential to defer the filing of such
Registration  Statement,  then the  Company  shall  have the right to defer such
filing  for a period of not more than 120 days after  receipt of the  request of
the Requesting  Stockholder(s);  PROVIDED,  HOWEVER, the Company may not utilize
this right more than once in any 12 month period.

      (b)   PIGGYBACK REGISTRATION.

            (i) Whenever the Company proposes to file a Registration  Statement,
the Company  shall  promptly  give  written  notice to each  Stockholder  of its
intention to do so and, upon the written request of any Stockholder given within
ten business days after the Company  provides  such notice (which  request shall
state the intended method of disposition of the Registrable Shares), the Company
shall use its best efforts to cause all Registrable Shares which the Company has
been requested by each Stockholder to register to be registered under the Act to
the extent  necessary to permit their sale or other  disposition  in  accordance
with the  intended  methods of  distribution  specified  in the  request of such
Stockholder;  PROVIDED, HOWEVER, the Company shall have the right to postpone or
withdraw  any  registration  effected  pursuant  to this  Section  2(b)  without
obligation to any Stockholder.

            (ii) In  connection  with  any  offering  under  this  Section  2(b)
involving  an  underwriting,  the  Company  shall not be required to include any
Registrable Shares in such underwriting unless the Stockholder accepts the terms
of the  underwriting  as agreed upon  between  the Company and the  underwriters
selected  by it,  and  then  only in such  quantity  as will  not,  in the  sole
discretion of the  underwriters,  jeopardize  the success of the offering by the
Company.  If in the sole discretion of the  representative of the underwriter or
underwriters the  registration of all, or part of, the Registrable  Shares which
the Stockholder has requested to be included would adversely  affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Shares, if any, which the representative believes may
be sold without causing such adverse effect. If the number of Registrable Shares
to be included in the underwriting in accordance with the foregoing is less than
the total number of shares which the  Stockholder  has requested to be included,
then,  except as described  below,  the  Stockholder  shall  participate  in the
underwriting  pro  rata  based  on  the  number  of  shares  requested  by  such
Stockholder to be included in such  registration  (or in any other proportion as
agreed upon by all holders of the Common Stock entitled to registration), and if
a Stockholder would thus be entitled to include more shares than the Stockholder
requested to be registered, the excess shall be allocated among other requesting
holders pro rata based upon their total ownership of Registrable Shares.

      (c)   REGISTRATION  PROCEDURES.  If and when the  Company is required by
the provisions of this Agreement to seek to effect the  registration of any of
the Registrable Shares under the Act, the Company shall:

            (i) file with the Commission a  Registration  Statement with respect
to such Registrable  Shares and use its best efforts to cause that  Registration
Statement to become and remain effective;

            (ii) keep such  registration  effective  for a period of 120 days or
until the Requesting Stockholder(s) have completed the distribution described in
the Registration Statement relating thereto,  whichever first occurs;  PROVIDED,
HOWEVER,  that (A) such  120-day  period  shall be extended for a period of time
equal to the period the  Requesting  Stockholder(s)  refrains  from  selling any
securities included in such registration at the request of an underwriter of the
Common  Stock  of the  Company;  and  (B) in the  case  of any  registration  of
Registrable  Shares on Form S-3 which are intended to be offered on a continuous
or delayed basis, such 120-day period shall be extended,  if necessary,  to keep
the Registration Statement effective until all such Registrable Shares are sold,
provided that Rule 415, or any successor rule under the Act, permits an offering
on a continuous or delayed basis,  and provided  further that  applicable  rules
under  the Act  governing  the  obligation  to file a  post-effective  amendment
permit,  in lieu of filing a  post-effective  amendment  that (I)  includes  any
prospectus  required by Section  10(a)(3) of the Act or (II)  reflects  facts or
events  representing a material or  fundamental  change in the  information  set
forth  in  the  Registration  Statement,   the  incorporation  by  reference  of
information  required to be included  in (I) and (II) above to be  contained  in
periodic  reports  filed  pursuant to Section 13 or 15(d) of the Exchange Act in
the Registration Statement;

            (iii)  prepare  and file with the  Commission  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with  such  Registration  Statement  as may be  necessary  to  comply  with  the
provisions of the Act with respect to the disposition of all securities  covered
by such Registration Statement;

            (iv) furnish to the Stockholder such reasonable  number of copies of
the  prospectus,  including a preliminary  prospectus,  in  conformity  with the
requirements  of the Act,  and  such  other  documents  as the  Stockholder  may
reasonably  request in order to facilitate the public sale or disposition of the
Registrable Shares owned by the Stockholder;

            (v) use its best  efforts  to  cause  all  such  Registrable  Shares
registered  hereunder to be listed on each securities exchange or quoted on each
automated  quotation  service on which similar  securities issued by the Company
are then listed or quoted;

            (vi)  provide a transfer  agent and  registrar  for all  Registrable
Shares covered by the Registration  Statement and a CUSIP number,  if necessary,
for all such Registrable  Shares, in each case not later than the effective date
of such registration;

            (vii) use its best  efforts to register  or qualify the  Registrable
Shares covered by the  Registration  Statement  under the securities or blue sky
laws of such states as the  Stockholders  may reasonably  request and do any and
all other acts and  things  that may be  necessary  or  desirable  to enable the
Stockholders  to  consummate  the  public  sale  or  other  disposition  in such
jurisdictions;   PROVIDED,  HOWEVER,  the  Company  shall  not  be  required  in
connection with this Section 2(c) to qualify as a foreign corporation or execute
a general  consent to service of process in any  jurisdiction  nor  register  or
qualify the securities in any state which as a condition to such registration or
qualification  would impose  restrictions or other  conditions on the Company or
any of its officers,  directors or  shareholders  (including with respect to any
shares held by such Persons),  unless such  restrictions or other conditions are
approved by the party adversely affected;

            (viii)  furnish  to each  Requesting  Stockholder  and the  managing
underwriters,  if any,  without any  additional  charge,  one signed copy of the
Registration  Statement  and any  post-effective  amendment  thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference and all exhibits (including those incorporated by reference);

            (ix) use its best  efforts to (A) obtain  opinions of counsel to the
Company  (which  counsel and opinions (in form,  scope and  substance)  shall be
reasonably  satisfactory to the managing underwriters,  if any, and not objected
to by the Requesting  Stockholder(s)  with a majority of the Registrable  Shares
being sold),  and updates  thereof  addressed to the Requesting  Stockholder(s),
covering the matters  customarily  covered in opinions requested in underwritten
offerings  and  such  other  matters  as  may  be  reasonably  requested  by the
underwriters,  if any; and (B) obtain "cold comfort" letters and updates thereof
(which letters and updates (in form,  scope and  substance)  shall be reasonably
satisfactory to the managing underwriters, if any, and counsel to the Requesting
Stockholder(s)  with a majority of the  Registrable  Shares being sold) from the
Company's  independent certified public accountants addressed to such Requesting
Stockholder(s)  (and,  if  necessary,  any other  independent  certified  public
accountants of any Subsidiary of the Company or of any business  acquired by the
Company for which  financial  statements and financial data are, or are required
to be, included in the Registration Statement),  such letters to be in customary
form and  covering  matters of the type  customarily  covered in "cold  comfort"
letters by accountants in connection with underwritten  offerings and such other
matters as the  underwriters,  if any, or the Requesting  Stockholder(s)  with a
majority of the Registrable  Shares being sold,  reasonably  request.  The above
shall be done at each closing under such underwriting or similar agreement or as
and to the extent required  thereunder or, if not an underwritten  offering,  as
otherwise reasonably requested by the Requesting  Stockholder(s) with a majority
of the Registrable Shares being sold; and

            (x)  make  available  for  inspection  by a  representative  of  the
Requesting  Stockholder(s)  and any  attorneys or  accountants  retained by such
Requesting  Stockholder(s)  (and, to the extent  reasonably  requested,  furnish
copies), in connection with the preparation of a Registration Statement pursuant
to this  Agreement,  all financial  and other  records and  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such  representative(s),  attorney(s) or  accountant(s)  in connection with such
registration; PROVIDED, HOWEVER, that any records, information or documents that
are  designated  by the  Company  in  writing  as  confidential  shall  be  kept
confidential by such persons unless  disclosure of such records,  information or
documents is required by court or administrative  order or under applicable law;
and PROVIDED,  FURTHER,  that  appropriate  arrangements are made, to the extent
required by applicable antitrust law, to limit access to such information of the
Company to representatives of the Requesting Stockholder(s) who are not officers
or employees of the  Requesting  Stockholder(s);  and  PROVIDED,  FURTHER  that,
without limiting the foregoing,  no such  information  shall be used by any such
Person in connection  with any market  transactions in securities of the Company
or its subsidiaries in violation of law.

            If the Company has delivered  preliminary or final  prospectuses  to
the  Stockholder  and after having done so the  prospectus  is amended to comply
with  the  requirements  of the Act,  the  Company  shall  promptly  notify  the
Stockholder and, if requested,  the Stockholder  shall  immediately cease making
offers of Registrable  Shares and return all  prospectuses  to the Company.  The
Company shall promptly  provide the  Stockholder  with revised  prospectuses  to
permit the Stockholder to resume making offers of the Registrable Shares.

      (d)  ALLOCATION  OF  EXPENSES.  The  Company  shall  pay all  Registration
Expenses of all registrations  under this Agreement,  regardless of whether such
registrations  become  effective.  For  purposes  of this  Section  2,  the term
"Registration  Expenses"  shall mean all  expenses  incurred  by the  Company in
complying with this Section 2, including,  without limitation,  all registration
and filing fees,  exchange or automated  quotation  service listing or quotation
fees,  printing  expenses,  fees and  disbursements  of counsel for the Company,
state  blue sky fees and  expenses  and the  expense  of any  regular or special
audits  incident  to  or  required  by  any  such  registration,  but  excluding
underwriting   discounts,   selling   commissions   and  stock   transfer  taxes
attributable to the sale of the Registrable  Shares and the fees and expenses of
any  Stockholder's  own  counsel and  accountants,  which shall be borne by such
Stockholder.

      (e)  INDEMNIFICATION.  In  the  event  of any  registration  of any of the
Registrable  Shares under the Act pursuant to this Agreement,  the Company shall
indemnify and hold harmless the Requesting  Stockholder(s) and each Holder whose
shares of Common Stock are included in such registration,  each of its officers,
directors,  partners,  members,  legal  counsel,  accountants  and  each  Person
controlling such Requesting  Stockholder or Holder within the meaning of Section
15 of the  Act,  and  each  other  Person  with  Common  Stock  covered  by such
registration (the "Stockholder Group"),  against any losses,  claims, damages or
liabilities,  joint or several,  to which a member of the Stockholder  Group may
become  subject  under the Act,  the  Exchange  Act,  state  securities  laws or
otherwise,  insofar as such losses,  claims,  damages or liabilities (or actions
with respect  thereto)  arise out of or are based upon any untrue  statement (or
alleged  untrue  statement) of any material fact  contained in any  Registration
Statement under which such Registrable Shares were registered under the Act, any
preliminary  prospectus  or  final  prospectus  contained  in  the  Registration
Statement or any  amendment or  supplement to such  Registration  Statement,  or
arise out of or are based upon the  omission  (or alleged  omission)  to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  and the  Company  shall  reimburse  such member of the
Stockholder Group for any legal or any other expenses reasonably incurred by the
member in connection  with  investigating  and  defending any such loss,  claim,
damage,  liability or action;  PROVIDED,  HOWEVER, that this indemnity agreement
does not apply with  respect to any loss,  claim,  damage,  expense or liability
suffered by any member of the Stockholder Group to the extent arising out of any
untrue  statement or omission or alleged  untrue  statement or omission  made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  by  such  member  of  the  Stockholder  Group  expressly  for  use in a
Registration  Statement (or any  amendment  thereto) or any  prospectus  (or any
amendment thereto); PROVIDED, FURTHER, that the indemnity agreement contained in
this paragraph shall not apply to any indemnified party if such untrue statement
or  omission  or  alleged  untrue  statement  or  omission  was  contained  in a
preliminary  prospectus and corrected in a final or amended  prospectus and such
indemnified  party or its  principal  failed  to  deliver a copy of the final or
amended prospectus at or prior to the sale of the Registrable Shares.

            In the event of any  registration of any of the  Registrable  Shares
under the Act pursuant to this Agreement, the Requesting Stockholder(s) and each
Holder  whose shares of Common  Stock are  included in such  registration  shall
indemnify  and hold  harmless  the  Company,  each of its  officers,  directors,
partners,  members,  legal counsel,  accountants and each Person controlling the
Company  within  the  meaning  of  Section 15 of the Act each agent and any lead
institution or underwriter for the Company and any of its directors, officers or
partners or any Person who controls such agent,  lead institution or underwriter
(the "Company Group"), against any losses, claims, damages or liabilities, joint
or several,  to which a member of the Company Group may become subject under the
Act, the Exchange  Act,  state  securities  laws or  otherwise,  insofar as such
losses,  claims,  damages or liabilities (or actions with respect thereto) arise
out of or are based upon any untrue statement (or alleged untrue statement) of a
material  fact  contained  in  any  Registration   Statement  under  which  such
Registrable Shares were registered under the Act, any preliminary  prospectus or
final prospectus  contained in the Registration  Statement,  or any amendment or
supplement to the Registration  Statement, or arise out of or are based upon any
omission (or alleged  omission) to state a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  if the
statement or omission was made in reliance upon and in  conformity  with written
information  furnished to the Company by such Requesting  Stockholder or Holder,
or any agent thereof, specifically for use in connection with the preparation of
such  Registration  Statement,  prospectus,  amendment or  supplement;  and such
Requesting  Stockholder  or Holder  shall  reimburse  such member of the Company
Group for any legal or other  expenses  reasonably  incurred  by such  member in
connection  with  investigating  and  defending  any such loss,  claim,  damage,
liability or action;  PROVIDED,  HOWEVER, that the indemnity agreement contained
in this paragraph  shall not apply in the case of a sale directly by the Company
of its  securities  (including  a sale  of  such  securities  through  any  lead
institution or  underwriter  retained by the Company to engage in a distribution
solely on behalf of the  Company) in which such untrue  statement or omission or
alleged untrue  statement or omission was contained in a preliminary  prospectus
and  corrected  in a final or amended  prospectus,  and the Company or such lead
institution  or  underwriter  failed to  deliver a copy of the final or  amended
prospectus at or prior to the sale of the Registrable Shares.

            Each party entitled to indemnification  under this Section 2(e) (the
"Indemnified  Party")  shall  give  notice  to the  Party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual  knowledge of any claim as to which indemnity may be sought and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  PROVIDED THAT,  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld  or  delayed);  and,  PROVIDED,   FURTHER,  that  the  failure  of  any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying Party of its obligations under this Section 2, except when material
prejudice to the Indemnifying Party shall have resulted from the failure to give
such  notice.  The  Indemnified  Party may  participate  in such defense at such
party's  expense.  No  Indemnifying  Party,  in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party,  consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof,  the giving by the  claimant or  plaintiff to such
Indemnified  Party of a release from all liability with respect to such claim or
litigation.  An Indemnifying Party shall not be liable for any settlement of any
action,  proceeding or claim effected without its prior written  consent,  which
shall not be unreasonably withheld.

      (f) CONTRIBUTION.  In order to provide for just and equitable contribution
in circumstances under which the indemnity  contemplated by Section 2(e) of this
Agreement is for any reason not available,  the parties required to indemnify by
the terms thereof shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature  contemplated  by such indemnity  incurred by
the  Company,  any seller of Common  Stock and one or more of the  underwriters,
except to the extent that  contribution  is not permitted under Section 11(f) of
the  Act.  In  determining  the  amounts  which  the  respective  parties  shall
contribute,  there shall be considered  the relative  benefits  received by each
party from the offering of the Common Stock  (taking into account the portion of
the proceeds of the offering realized by each), the parties' relative  knowledge
and access to information  concerning the matter with respect to which the claim
was asserted,  the  opportunity to correct and prevent any statement (or alleged
statement)  or  omission  (or  alleged   omission)   and  any  other   equitable
considerations appropriate under the circumstances.  The Company and each Person
selling securities agree with each other that no seller of Common Stock shall be
required to contribute any amount in excess of the amount such seller would have
been required to pay to an indemnified party if the indemnity under Section 2(e)
of this Agreement were  available.  The Company and each such seller agrees with
each  other and the  underwriters  of the Common  Stock,  if  requested  by such
underwriters,  that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita  allocation  (even if the underwriters
were treated as one entity for such purpose) or for the underwriters' portion of
such contribution to exceed the percentage that the underwriting  discount bears
to the initial public  offering price of the Common Stock.  For purposes of this
subsection  (f),  each Person,  if any, who controls an  underwriter  within the
meaning of Section 15 of the Act shall have the same rights to  contribution  as
such  underwriter,  and each director and each officer of the Company who signed
the Registration Statement, and each Person, if any, who controls the Company or
a seller of Common  Stock within the meaning of Section 15 of the Act shall have
the same rights to  contribution  as the Company or a seller of Common Stock, as
the case may be.

      (g)  RULE  144.  The  Company  covenants  that it shall  file the  reports
required to be filed by it under the Act and the  Exchange Act and the rules and
regulations adopted by the Commission thereunder,  and it will take such further
action as the  Stockholders may reasonably  request,  all to the extent required
from time to time to enable the Stockholders to sell Registrable  Shares without
registration  under the  Securities  Act within the limitation of the exemptions
provided by (i) Rule 144 under the  Securities  Act, as such Rule may be amended
from time to time; or (ii) any similar rule or regulation  hereafter  adopted by
the Commission. Upon the request of any Stockholder, the Company shall provide a
written statement as to whether it has complied with such requirements.

      (h) INFORMATION BY STOCKHOLDER. Each Stockholder shall promptly furnish to
the Company such  information  regarding the  Stockholder  and the  distribution
proposed by the  Stockholder  as the Company may request in writing and as shall
be required in connection  with any  registration,  qualification  or compliance
referred to in this Section 2.

      (i) HOLD-BACK AGREEMENT. The Stockholders,  if requested by the Company or
an underwriter of Common Stock or other  securities of the Company,  shall agree
not to sell or otherwise  transfer or dispose of any Registrable Shares or other
securities of the Company held by such Stockholders during the period commencing
on the tenth day prior to the effective date of the  Registration  Statement and
ending  on the  90th  day  following  the  effective  date  of the  Registration
Statement,  unless a longer  period is requested by such  underwriter,  in which
case such latter  period of time shall not exceed 180 days;  PROVIDED,  HOWEVER,
the  Stockholders  shall  not be  required  to  refrain  from  selling  a larger
percentage of the Registrable Shares than the similarly determined percentage of
any other Person whose shares are included in the Registration  Statement;  and,
PROVIDED, FURTHER, that the foregoing shall not in any way be construed to limit
or otherwise  negatively affect the "piggyback"  registration  rights granted to
any Stockholder pursuant to Section 2(b) of this Agreement.

      3.    INFORMATION AS TO THE COMPANY AND RELATED COVENANTS

      (a) INSPECTION.  From and after the date hereof,  the Company shall permit
each Stockholder, its nominee, assignees or its representative,  so long as such
Stockholder  continues  to hold at least five  percent  (5%) of the  outstanding
shares of  Common  Stock,  to visit and  inspect  any of the  properties  of the
Company, to examine all its books of account,  records, reports and other papers
not contractually  required of the Company to be confidential or secret, to make
copies and extracts therefrom and to discuss its affairs,  finances and accounts
with its officers,  directors,  key employees and independent public accountants
or any of them (and by this provision the Company authorizes said accountants to
discuss with said Stockholder,  its nominee,  assignees and  representative  the
finances  and  affairs  of the  Company  and  its  Subsidiaries),  all  at  such
reasonable times and as often as may be reasonably requested,  provided that the
business of the Company is not unreasonably interfered with.

      (b) CONFIDENTIALITY. The information and other material furnished under or
in connection with this Agreement  (whether  furnished  before or after the date
hereof)  constitutes  or  contains  confidential  business,  financial  or other
information of the Company or its Subsidiaries,  and each Stockholder  covenants
for itself and its directors,  officers, partners, members and stockholders that
it shall use due care to prevent its  officers,  directors,  partners,  members,
employees,  counsel, accountants and other authorized representatives from using
or disclosing  such  information  in any manner  materially  detrimental  to the
Company;  PROVIDED,  HOWEVER,  such  Stockholder  may  disclose  or deliver  any
information or other material disclosed to or received by the Stockholder should
such disclosure or delivery be required by law or legal process.

      4.    NOTICES

      (a) NOTICES.  All communications  under this Agreement shall be in writing
and shall be  delivered  by hand  delivery,  mailed by  overnight  courier or by
registered or certified mail, postage prepaid, or by facsimile transmission:

            (i)   if to any of the Stockholders, to:

                  E.M. Warburg, Pincus & Co., LLC
                  466 Lexington Avenue, 10th Floor
                  New York, New York  10017
                  Fax:  (212) 878-9351
                  Attention:  Douglas M. Karp

                  with a copy to:

                  Kelley Drye & Warren LLP
                  Two Stamford Plaza
                  281 Tresser Boulevard
                  Stamford, CT  06901
                  Fax:  (203) 327-2669
                  Attention:  John T. Capetta, Esq.

            (ii)  if to the Company, to:

                  Journal Register Company
                  State Street Square
                  50 West State Street
                  Trenton, New Jersey  08608-1298
                  Fax: (609) 396-8731
                  Attention:  Robert M. Jelenic

                  with a copy to:

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, New York  10019
                  Fax:  (212) 403-2000
                  Attention:  Andrew R. Brownstein, Esq.

      Any notice so addressed  shall be deemed to be given if delivered by hand,
on the date of such delivery by independent  courier; if mailed by registered or
certified mail, on the third business day after the date of such mailing; and if
by facsimile transmission, upon confirmation of receipt.

      5.    MISCELLANEOUS

      (a)   GOVERNING LAW. THIS  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICT
OF LAWS RULES.

      (b) SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be binding upon the legal representatives, successors and assigns of each of
the parties. Each Stockholder may assign all or any portion of its rights herein
to any  purchaser or other  acquiror of some or all of the capital  stock of the
Company held by it;  PROVIDED,  HOWEVER,  that the Company is furnished within a
reasonable  time after its  request,  such  information  as it shall  reasonably
request relating to such assignees.

      (c) ENTIRE AGREEMENT;  AMENDMENT;  WAIVER. This Agreement  constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subject matter hereof. This Agreement may be amended,  and the observance of
any term of this  Agreement  may be  waived,  with (and only  with) the  written
consent of the Company  and holders of a majority of the shares of Common  Stock
held by the Stockholders;  PROVIDED, HOWEVER, that any amendment which adversely
affects the rights of any Stockholder  shall be binding on such Stockholder only
if such Stockholder consents in writing to such amendment.

      (d)   SECTION  HEADINGS.  The headings of the sections and  subsections of
this  Agreement are inserted for  convenience  only and shall not be  deemed  to
constitute a part thereof.

      (e)  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be considered one and the same agreement.

      (f)  EXPENSES AND TAXES.  The Company will pay, and save each  Stockholder
harmless from any and all  liabilities  (including  interest and penalties) with
respect to, or resulting  from, any delay or failure in paying,  stamp and other
taxes (other than income  taxes),  if any, which may be payable or determined to
be payable upon the execution and delivery of this Agreement.

      (g) REPRODUCTION OF DOCUMENTS.  This Agreement and all documents  relating
thereto, including,  without limitation, (i) consents, waivers and modifications
which may hereafter be executed;  (ii)  documents  received by each  Stockholder
pursuant  hereto;  and  (iii)  financial  statements,   certificates  and  other
information  previously  or  hereafter  furnished  to each  Stockholder,  may be
reproduced by each  Stockholder  by any  photographic,  photostatic,  microfilm,
microcard,  miniature photographic or other similar process and each Stockholder
may destroy any original  document so  reproduced.  All parties hereto agree and
stipulate  that any such  reproduction  shall be  admissible  in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such  reproduction  was made by each
Stockholder  in the  regular  course  of  business)  and that  any  enlargement,
facsimile  or  further  reproduction  of such  reproduction  shall  likewise  be
admissible in evidence.

      (h) USAGE.  Where any provision in this  Agreement  refers to action to be
taken by any  Person,  or which such  Person is  prohibited  from  taking,  such
provision  shall  be  applicable  whether  such  action  is  taken  directly  or
indirectly by such Person.

      (i) THIRD-PARTY  BENEFICIARIES.  No Person,  other than Thomas Hardy, Alan
Leslie,  Frances Leslie,  Greta Pofcher and the estate of Munroe Pofcher,  shall
be, or deemed to be, a third-party beneficiary of this Agreement.


<PAGE>


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                   WARBURG, PINCUS CAPITAL COMPANY, L.P.
                                   By:  Warburg, Pincus & Co.,
                                        its general partner

 
                                   By: /S/ GARY D. NUSBAUM
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   WARBURG, PINCUS CAPITAL PARTNERS, L.P.
                                   By:  Warburg, Pincus & Co.,
                                        its general partner


                                   By: /S/ GARY D. NUSBAUM
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   WARBURG, PINCUS INVESTORS, L.P.
                                   By:  Warburg, Pincus & Co.,
                                        its general partner


                                   By: /S/ GARY D. NUSBAUM
                                       -----------------------------------------
                                   Name:
                                   Title:


                                   JOURNAL REGISTER COMPANY


                                   By: /S/ JEAN B. CLIFTON
                                       -----------------------------------------
                                   Name:
                                   Title: