JOURNAL
COMMUNICATIONS, INC.
ANNUAL MANAGEMENT INCENTIVE PLAN  
amended and restated as of December
8, 2008  



Article 1
Background 



        This
Annual Management Incentive Plan (the “Plan”) replaced the Journal
Communications, Inc. Annual Management Incentive Plan that was in effect for fiscal year
2007 and prior years. The Plan is amended and restated as of December 8, 2008 to preserve
the “performance-based compensation” exemption from Section 162(m) of the Code
in light of Revenue Ruling 2008-13, issued in February 2008. 



        This
Plan is a subplan of the Journal Communications, Inc. 2007 Omnibus Incentive Plan
(“2007 Omnibus Plan”), consisting of a program for the grant of annual
cash-based Performance Awards under Articles 10 and 11 of the 2007 Omnibus Plan. The Plan
has been established and approved, and will be administered by, the Committee pursuant to
the terms of the 2007 Omnibus Plan. It is intended that the performance bonuses earned
under the Plan shall be Qualified Performance-Based Awards under Article 11 of the 2007
Omnibus Plan with respect to Participants who are Covered Employees, with the intent that
the performance bonuses will be fully deductible by the Company without regard to the
limitations of Code Section 162(m). 



        The
applicable Award limits of Section 5.4 of the 2007 Omnibus Plan shall apply with respect
to the Plan. Section 5.4(e) of the 2007 Omnibus Plan provides that the maximum aggregate
amount that may be paid with respect to a cash-based Award under the 2007 Omnibus Plan to
any one Participant in any one fiscal year of the Company is three percent (3%) of the
Company’s consolidated net earnings from continuing operations for such year as shown
in the Company’s consolidated statements of earnings and filed with the
Company’s Annual Report on Form 10-K for such fiscal year. 



Article 2
Plan
Purpose 



        The
purpose of the Plan is to: 



	 	•	Reward
key individuals for achieving pre-established financial and non-financial goals that
support the Company’s and its Subsidiaries’ annual business objectives. 






	 	•	Encourage
and reinforce effective teamwork and individual contributions toward the Company’s
and its Subsidiaries’ stated goals. 






	 	•	Provide
an incentive opportunity incorporating an appropriate level of risk that will enable the
Company to attract, motivate and retain outstanding executives. 






	 	•	Provide
Qualified Performance-Based Awards to Covered Employees that qualify for the Section 162(m)
Exemption. 













Article 3
Definitions 



        Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to such terms
in the 2007 Omnibus Plan. In addition, the following words and phrases have the respective
meanings indicated below unless a different meaning is plainly implied by the context: 



        “2007
Omnibus Plan” means the Journal Communications, Inc. 2007 Omnibus Incentive Plan, as
amended from time to time. 




        “CEO”
means the Chief Executive Officer of the Company. 



        “Eligible
employee” means the CEO and any other management-level employee of the Company or a
Subsidiary whose job responsibilities have a direct impact on the Company’s strategic
goals. 



        “Incentive
award” means the amount to be paid, in the form of cash, to an eligible employee
pursuant to the Plan. 



        “Individual
Award Limit” for any Plan Year has the meaning given such term in Section 6.1. 



        “Participant”
means an eligible employee who has been designated in the Plan or by the Committee to
participate in the Plan for a given Plan Year. 



        “Intermediate
Incentive Opportunity Range” refers to the range of incentive award opportunities
that may be established for a given Participant or Participants pursuant to Section 6.2
hereof (expressed as minimum, target and maximum), which is below the Individual Award
Limit. 



        “Intermediate
Performance Goals” refers to the corporate, subsidiary and/or individual performance
measures and goals and their respective weightings for each eligible Participant that may
be set pursuant to Section 6.2 hereof for the determination of individual incentive
awards, subject to the achievement of the Threshold Earnings Performance. 



        “Plan”
means the plan set forth in this Journal Communications Inc. Annual Management Incentive
Plan, as it may be amended from time to time, and known as the “Annual Management
Incentive Plan.” 



        “Plan
Year” means the Company’s fiscal year for financial reporting purposes. 



        “Threshold
Earnings Performance” has the meaning given such term in Section 6.1. 



Article 4
Plan
Administration 



        The
Plan shall be administered by the Committee. The Committee shall have sole authority and
discretion, consistent with the provisions of the Plan, to: 



	 	• 	Approve
Participants from time to time from among eligible employees,







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	 	•	Establish,
at the beginning of each Plan Year, Intermediate Incentive Opportunity Ranges and
Intermediate Performance Goals for any Participant who is an executive officer, 






	 	•	Approve,
at the beginning of each Plan Year, the CEO’s recommendation of Intermediate
Incentive Opportunity Ranges and Intermediate Performance Goals for any Participant who
is not an executive officer, 






	 	•	Modify
the Intermediate Incentive Opportunity Ranges and Intermediate Performance Goals for any
         Participant, in accordance with Section 6.3,






	 	•	Determine
at the end of each Plan Year whether the Threshold Earnings Performance was achieved, and 






	 	•	Determine
and approve at the end of each Plan Year incentive awards for all Participants, subject
to the achievement of the Threshold Earnings Performance and the Individual Award Limit. 






        The
Committee shall have full authority and discretion to adopt rules and regulations to carry
out the purposes and provisions of the Plan within the parameters defined by the Board.
The Committee’s interpretation and construction of any provision of the Plan, and all
decisions and actions of the Committee, shall be binding and conclusive. All expenses of
administering the Plan shall be borne by the Company. 



Article 5
Eligibility
and Participation 



        The
CEO shall be a participant in the Plan in each Plan Year. The Committee is responsible for
reviewing and approving the recommendations of the CEO regarding the eligibility and
participation of employees in the Plan other than himself. 



        Participation
in the Plan is limited to management-level employees of the Company or any Subsidiary
whose job responsibilities have a direct impact on the Company’s strategic goals. 



Article 6
Plan
Operation 



Section 6.1      Threshold
Earnings Performance and Award Limits. 



        Pursuant
to Article 11 of the 2007 Omnibus Plan, by adopting this Plan, the Committee has
established the threshold performance goal under the Plan for each Plan Year based on
“earnings,” which is one of the Qualified Business Criteria approved by the
shareholders under Section 11.2 of the 2007 Omnibus Plan. Specifically, the threshold
performance goal under the Plan for each Plan Year is that the Company achieve positive
consolidated net earnings from continuing operations for such year, as reflected in the
Company’s consolidated statements of earnings and filed with the Company’s
Annual Report on Form 10-K for such fiscal year (the “Threshold Earnings
Performance”). Subject to Article 8 of this Plan in the case of a Change in Control,
no incentive awards shall be payable under the Plan for any Plan Year unless the Threshold
Earnings Performance has been achieved. In any year in which the Threshold Earnings
Performance is achieved, the incentive award payable to each executive officer Participant
under the Plan for such Plan Year is three percent (3%) of such consolidated net earnings,
and the incentive award payable to each non-executive officer Participant under the Plan
for such Plan Year is one percent (1%) of such consolidated net earnings (respectively,
the “Individual Award Limit”), subject in each case to the Committee’s
discretion to award less than the Individual Award Limit as described herein. 




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Section 6.2      Negative
Discretion; Intermediate Performance Goals and Incentive Opportunity Ranges. 



        It
is anticipated, but not required, that the Committee would exercise negative discretion,
as contemplated in Section 11.3 of the 2007 Omnibus Plan, to determine that the incentive
award payable to any Participant for a Plan Year is less than the Individual Award Limit
for such Participant. In exercising such discretion, the Committee may establish or
approve Intermediate Performance Goals and their respective weightings, and Intermediate
Incentive Opportunity Ranges, as it deems appropriate to encourage and reward particular
areas of performance, whether at the corporate, subsidiary or individual level. 



        Any
such Intermediate Performance Goals and their respective weightings, and Intermediate
Incentive Opportunity Ranges, for Participants who are executive officers shall be
established by the Committee. The CEO may recommend to the Committee for approval
Intermediate Performance Goals and their respective weightings and Intermediate Incentive
Opportunity Ranges for Participants who are not executive officers. 



Section 6.3      Modification
of Intermediate Incentive Opportunity Ranges and/or Intermediate Performance Goals 



        Intermediate
Incentive Opportunity Ranges and Intermediate Performance Goals and weightings for
eligible employees may be adjusted as those employees move in and out of positions.
Generally, the following conventions will apply when these changes occur: 



	 	•	Participants
who are assigned to different eligible positions will be considered for purposes of the
Plan to have become eligible for that position’s Intermediate Incentive Opportunity
Ranges, Intermediate Performance Goals and weightings at the start of the first full
calendar month of his or her assignment. The Participant’s incentive award for the
year will be pro-rated proportionately between the number of months in each position. 






	 	•	Non-eligible
employees who are promoted and/or newly-hired to incentive eligible positions must be in
the position prior to July 1st of the Plan Year to become immediately eligible for the
new position’s Intermediate Incentive Opportunity Ranges, Intermediate Performance
Goals and weightings. Non-eligible employees who are promoted and/or newly-hired on July
1st or after will be eligible starting at the beginning of the next Plan Year. 






        The
Committee may, at any time prior to a Change in Control and prior to the approval of the
incentive awards for a Plan Year, approve a change to the Intermediate Incentive
Opportunity Ranges and/or Intermediate Performance Goals and weightings for any
Participant or Participants for such Plan Year, and add or delete Intermediate Performance
Goals. Such a change may be desirable to reflect the strategic direction of the Company
and/or its Subsidiaries or be in the interests of equitable treatment of the Participants
and the Company as a result of extraordinary or non-recurring events, changes in
applicable accounting rules or principles, changes in the Company’s method of
accounting, changes in applicable law, changes due to consolidation, acquisition,
divestiture, reorganization or other changes in the Company’s structure, major
changes in business strategy or any other change or a similar nature to any of the
foregoing. 



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Section 6.4      Determination of Incentive Awards. 



        As
soon as practical after the end of each Plan Year, the Committee shall make a written
determination as to whether the Threshold Earnings Performance was achieved for the Plan
Year just ended and, if so, approve the incentive awards for all Participants for such
Plan Year. Subject to the achievement of the Threshold Earnings Performance, it is
anticipated, but not required, that in the exercise of its negative discretion to pay less
than the Individual Award Limit to any Participant, the Committee would approve incentive
awards based on the level of achievement of Intermediate Performance Goals. In that case,
for example, a Participant’s percentage achievement level within an applicable
Intermediate Incentive Opportunity Range would be determined for each Intermediate
Performance Goal which would then be multiplied by the Participant’s base salary.
These amounts would be cumulated in the case of multiple Intermediate Performance Goals to
determine the actual incentive award. Actual performance falling between the minimum and
the maximum within any Intermediate Incentive Opportunity Range would be interpolated for
incentive award determination. 



        Without
limiting the foregoing, the Committee could exercise its discretion to pay an award to any
one or more Participants that is in addition to the amount that would have been earned
based upon the achievement of Intermediate Performance Goals; provided that the
Threshold Earnings Performance was achieved and the total award to such Participant does
not exceed the Individual Award Limit for such Plan Year. 



Section 6.5      Payment of
Incentive Awards. 



        Unless
deferred as provided in the following paragraph, incentive awards earned under the Plan
shall be paid in cash on or before March 15 of the year following the year to which the
incentive award relates. 



        Any
Participant who is eligible to participate in the Company’s Non-Qualified Deferred
Compensation Plan may elect to defer receipt of his or her incentive award under this Plan
in accordance with the terms of Non-Qualified Deferred Compensation Plan. 



Article 7
Termination
of Employment 



        The
Committee shall have the sole authority and discretion to make decisions regarding the
payment of incentive awards for Participants who terminate employment voluntarily or
involuntarily during the Plan Year due to retirement, Disability or for other reasons;
provided, however, that the Committee shall not provide for the automatic vesting
of any incentive award hereunder to a Covered Employee who terminates employment prior the
end of a Plan Year for any reason other than death, Disability, or the occurrence of a
Change in Control. 



Article 8
Change in
Control 



Section 8.1      Awards not
Assumed or Substituted by the Surviving Entity. 



        Upon
the occurrence of a Change in Control, and except with respect to any incentive award
opportunities hereunder assumed by the Surviving Entity or otherwise equitably converted
or substituted in connection with the Change in Control in a manner approved by the
Committee or the Board: 



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	(A)  	       
the
Threshold Earnings Performance shall be waived, and  






	(B)  	       
if
a Change in Control occurs during the first half of a Plan Year, all
                    relevant Intermediate Performance Goals, if any, will be deemed to
have been                     achieved at the “target” level, and  






	(C)  	       
if
a Change in Control occurs during the second half of a Plan Year, the actual
                    level of achievement of all relevant Intermediate Performance Goals,
if any,                     against target will be measured as of the end of the calendar
quarter                     immediately preceding the Change in Control, and  






	(D)  	       
in
either such case, there shall be a prorata payout to Participants within
                    thirty (30) days following the Change in Control (unless a later
date is                     required by Section 17.3 of the 2007 Omnibus Plan) based upon
such Intermediate                     Performance Goals, if any, and length of time
within the Plan Year that has                     elapsed prior to the date of the Change
in Control.  






Section 8.2      Awards
Assumed or Substituted by the Surviving Entity. 



        With
respect to incentive award opportunities hereunder assumed by the Surviving Entity of a
Change in Control or otherwise equitably converted or substituted in connection with a
Change in Control: if within the same Plan Year in which the Change in Control occurs (or
after such year and before incentive awards for such Plan Year have been paid), a
Participant’s employment is terminated without Cause or the Participant resigns for
Good Reason, then the Participant’s payout opportunities attainable under this Plan
for such Plan Year shall be deemed to have been earned as of the date of termination as
follows: 



	(A)  	       
the
Threshold Earnings Performance shall be waived, and  






	(B)  	       
if
the date of termination occurs during the first half of the Plan Year, all
                    relevant Intermediate Performance Goals, if any, will be deemed to
have been                     achieved at the “target” level, and  






	(C)  	       
if
the date of termination occurs during or after the second half of the Plan
                    Year, the actual level of achievement of all relevant Intermediate
Performance                     Goals, if any, against target will be measured as of the
end of the calendar                     quarter immediately preceding the date of
termination, and  






	(D)  	       
in
either such case, there shall be a prorata payout to the Participant or his
                    or her estate within thirty (30) days following the date of
termination                     (unless a later date is required by Section 17.3 of the
2007 Omnibus Plan) based                     upon such Intermediate Performance Goals, if
any, and the length of time within                     the performance period that has
elapsed prior to the date of termination.  







        For
purposes of this Article 8, a Participant shall not be considered to have resigned for
Good Reason unless the Participant is party to an employment, change-in-control, severance
or similar agreement with the Company or an Affiliate that includes provisions in which
the Participant is permitted to resign for Good Reason. 



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Article 9
Miscellaneous 



Section 9.1      No
Enlargement of Employee Rights 



        Nothing
contained in the Plan shall be deemed to give any Participant the right to be retained in
the service of the Company or any Subsidiary or to interfere with the right of the Company
or any Subsidiary to discharge, discipline or retire any Participant at any time. 



Section 9.2      Relationship
to Other Benefits 



        Payments
under the Plan shall be taken into account in determining any benefit under the Journal
Communications, Inc. Employee Pension Trust Agreement. Payments under the Plan will not be
taken into account in determining any benefits under any other benefit plan of the Company
or its Subsidiaries except as otherwise specifically provided in the respective benefits
plan agreement. 



Section 9.3      Limitation
on Vested Interest 



        The
earning of incentive awards by eligible employees under the Plan is within the sole
discretion of the Company in accordance with the terms of the Plan, and no eligible
employee or other person has any legal right or vested interest in an incentive award
under the Plan prior to the actual payment to the eligible employee as an incentive award. 



Section 9.4      Plan
Amendment and Discontinuation 



        The
Committee may modify, suspend or terminate the Plan at any time prior to a Change in
Control. 



Section 9.5      Effective
Date of the Plan 



        This
Plan shall be effective with the Plan Year beginning closest to January 1, 2008 and shall
continue in effect for later Plan Years until terminated by the Committee. 



Section 9.6      Plan
Communication 



        Each
Participant will be given a written description of the Plan. The description will provide
details of the Plan including the Threshold Earnings Performance requirement, and the
Individual Award Limit. Participants shall be informed each year of any applicable
Intermediate Incentive Opportunity Ranges, Intermediate Performance Goals and weightings,
and the incentive opportunity associated with each performance level and measure. 








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