Exhibit 10.3 



JOURNAL
COMMUNICATIONS, INC.
SUPPLEMENTAL BENEFIT PLAN  
(as amended and restated January 1,
2008)  



        In
order to supplement pension benefits received by certain employees under the Journal
Communications, Inc. Employees’ Pension Plan (“Pension Plan”) and the
Journal Communications, Inc. 401(k) Plan (“401(k) Plan”) which are affected by
internal Revenue Code (“Code”) limitations, this amended and restated Plan is
adopted effective January 1, 2008. The Plan is intended to be a plan that is unfunded and
is maintained by Journal Communications, Inc. (the “Company”) for the purpose of
providing deferred compensation for a select group of management or highly compensated
employees. 



        1.       Eligibility.  




        Those
employees eligible for benefits hereunder are those employees of Journal Communications,
Inc. and its affiliates who: (i) participate in the Pension Plan or who receive Annual
Employer Contributions pursuant to the 401(k) Plan; (ii) whose benefits under such plans
are limited by the limit on compensation which may be taken into account under Code
Section 401(a)(17) or by the limit on contributions and benefits contained in Code Section
415; and (iii) who either (A) are selected for participation by the Compensation Committee
of the Board of Directors of Journal Communications, Inc. on after January 1, 2007, or (B)
are listed on Exhibit A as participants in the Plan prior to January 1, 2007 who
are grandfathered as continuing participants in the Plan even though not previously named
by the Compensation Committee (each employee participating in this Plan, a
“Participant”). 



        2.       Amount
of Supplemental Benefit.  




	 	        (a)       Pension
Plan Participants. The Company shall pay to each Participant who
               participated in the Pension Plan (or upon the Participant’s death, to
his                or her beneficiary) a monthly supplemental benefit equal to the
excess, if any,                of (i) over (ii):  







	 	            (i)                 The
monthly benefit payable to the Participant (or upon the Participant’s
          death, to his or her beneficiary) under the Pension Plan, beginning as of the
          later of the Participant’s separation from service with the Company or
          attainment of age 60, computed without regard to the limitations imposed on the
          amount of compensation that may be taken into account under the Pension Plan
          pursuant to Section 401(a)(17) of the Code or the limitation on benefits which
          may be paid under the Pension Plan contained in Section 415 of the Code, but
          taking into account for purposes of compensation under the Pension Plan, only
          base pay plus annual incentive compensation (including any deferred amounts of
          base pay and annual incentive compensation).  
















	 	            (ii)                 The
amount of monthly benefit actually payable to the Participant (or, upon the
          Participant’s death, to his or her beneficiary) under the Pension Plan
          beginning as of the later of a Participant’s separation from service with
          the Company or attainment of age 60, as limited by Code Sections 401(a)(17) and
          415.  







	 	        (b)       401(k)
Plan Participants. The Company shall pay, beginning on or after
               January 1, 2000, to each Participant who received an Annual Employer
               Contribution pursuant to the 401(k) Plan (or upon the Participant’s
death,                to his or her beneficiary) a supplemental benefit based on the
amount credited                to an account established for the Participant, the balance
of which is                determined as follows:  







	 	            (i)                 For
each year beginning on or after January 1, 2000, there shall be credited to           the
account, at the time the Annual Employer Contribution to the 401(k) Plan is
          made on behalf of the Participant for such year, an amount equal to the
          difference between: (A) the Annual Employer Contribution that would be made to
          the 401(k) Plan computed without regard to the limitations imposed on the
amount           of compensation that may be taken into account under the 401(k) Plan
pursuant to           Section 401(a)(17) of the Code or the limitation on contributions
contained in           Section 415 of the Code, but taking into account for purposes of
compensation           under the 401(k) Plan only base pay (including any deferred
amounts of base           pay); and (B) the amount of the Annual Employer Contribution
actually made on           behalf of the Participant under the 401(k) Plan as limited by
Code Sections           401(a)(17).  







	 	            (ii)                      Earnings
shall be credited to the account of each Participant, from time to                time,
at the rate determined by the Compensation Committee.  







        3.       Payment
of Benefits. Effective for benefit commencements on or after           January 1,
2008, the following payment provisions and forms shall apply:  




	 	        (a)       Pension
Plan Benefits. Benefits related to the Pension Plan pursuant to
               Section 2(a) above (“Pension Plan Benefits”) which become
payable to a                Participant under this Plan shall be payable as of the first
of the month                following the later of the Participant’s separation from
service or                attainment of age 60 (subject to the requirements for “Specified
               Employees” as described below), in the following forms of payment.  







	 	            (i)       Single
Employees. If a Participant does not have a spouse as of the later                of
the Participant’s separation from service or attainment of age 60,
               Pension Plan Benefits under the Plan will be payable to the Participant in
the                form of a monthly single-life benefit. Such Pension Plan Benefit
payments shall                be made monthly during the Participant’s lifetime,
with payments ceasing                upon the Participant’s death.  








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	 	            (ii)       Married
Employees. If a Participant does have a spouse as of the later of                the
Participant’s separation from service or attainment of age 60, Pension
               Plan Benefits under the Plan will be payable to the Participant in the
form of a                50% joint and survivor benefit. Such Pension Plan Benefit
payments shall be made                monthly during the Participant’s lifetime and,
upon the Participant’s                death, 50% of such benefits shall be payable
to the Participant’s spouse                for the spouse’s life. Pension Plan
Benefit payments under the plan will                cease on the later of the death of
the Participant or the death of the                Participant’s spouse.  







	 	            (iii)       Small
Benefit Cashouts. If, as of the later of a Participant’s
               separation from service or attainment of age 60, the Participant’s
Pension                Plan Benefits equal a monthly annuity of $100 or less, such
Participant’s                Pension Plan Benefits shall be paid in the form of a
lump sum payment on the                payment date specified in this Section 3(a). The
actuarial factors used in this                calculation shall be the same actuarial
factors used for small amount cashouts                under the Pension Plan.  







	 	            (iv)       Death
Benefits. If a Participant dies before Pension Plan Benefits under
               this Plan have begun, Pension Plan Benefits payable upon the Participant’s
               death, if any, will be made to the Participant’s beneficiary in a
lump sum                on the first day of the month following the later of the
Participant’s                death or the date on which the Participant would have
attained age 60. If a                Participant dies after Pension Plan Benefit payments
under the Plan have begun,                any benefits payable upon the Participant’s
death shall be made in                accordance with (ii) above.  







	 	        (b)       401(k)
Plan Benefits. Benefits related to the 401(k) Plan pursuant to                Section
2(b) above (“401(k) Plan Benefits”) that become payable to a
               Participant under this Plan shall be payable according to the following
               provisions:  







	 	            (i)       Active
Employees on January 1, 2008. For Participants who are in active
               employment on January 1, 2008, 401(k) Plan Benefits shall be made in a
lump sum                payment on the first of the month following the later of the
Participant’s                separation from service or attainment of age 60
(subject to the requirements for                “Specified Employees” as
described below).  







	 	            (ii)       Terminated
Employees prior to January 1, 2008. For Participants who have
               separated from service prior to January 1, 2008, 401(k) Plan Benefits
shall be                made in the form of a lump sum payment on the later of January 1,
2008 or the                first of the month following the Participant’s attainment
of age 60.  







	 	            (iii)       Death
Benefits. If a Participant dies before 401(k) Plan Benefits under           this Plan
have been made, the Participant’s 401(k) Plan Benefits will be           paid to the
Participant’s beneficiary in a lump sum on the first of the           month
following the Participant’s death.  







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	 	            (iv)       Small
Benefit Cashouts. If, as of a Participant’s separation from
               service, the Participant’s 401(k) Plan Benefit is not greater than
the                applicable dollar amount under Code Section 402(g)(1)(B) and any other
               conditions to the limited cashouts exception contained in Section
               1.409A-3(j)(4)(v) are satisfied, such Participant’s 401(k) Plan
Benefits                shall be paid in the form of a lump sum payment in the month
following the                Participant’s separation from service.  







        4.       Company’s
Payment Obligation.  




        Benefits
under this Plan shall be payable exclusively from the general assets of the Company, and
the Company shall be under no obligation to set aside, earmark, or entrust any fund or
assets with which to pay such benefits. Participants (and their beneficiaries) shall be
general creditors of the Company with respect to benefits hereunder as, if, and when any
benefits become payable. 



        5.       Beneficiary.  




        A
Participant’s beneficiary hereunder shall be the same person(s) determined to be the
Participant’s beneficiary under the Pension Plan (for benefits accrued pursuant to
Section 2(a) of this Plan) or under the 401(k) Plan (for benefits accrued pursuant to
Section 2(b) of this Plan). 



        6.       General.  




        No
Participant or beneficiary shall have any right to assign, transfer or otherwise convey to
any person or entity the right to receive any payments hereunder. The Company reserves the
right to amend or terminate this Plan in any manner, at any time, and for any reason. 



        7.       Prior
Plans.  




        This
plan supersedes both the Supplementary Retirement Plan For Participants Of The Journal
Company Employees Pension Agreement and the prior version of the Journal Communications,
Inc. Supplemental Benefit Plan. 



        8.       Specified
Employees.  




        Notwithstanding
anything in the Plan to the contrary, if any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under this Plan by reason of a
Participant’s separation from service during a period in which the Participant is a
Specified Employee (as defined below), then, subject to any permissible acceleration of
payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations
order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): 



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	 	        (a)                      if
the payment or distribution is payable in a lump sum, the Participant’s
               right to receive payment or distribution of such non-exempt deferred
               compensation will be delayed until the earlier of the Participant’s
death                or the first day of the seventh month following the Participant’s
               separation from service; and  







	 	        (b)                      if
the payment or distribution is payable in installments, the amount of such
               non-exempt deferred compensation that would otherwise be payable during
the                six-month period immediately following the Participant’s
separation from                service will be accumulated and the Participant’s
right to receive payment                or distribution of such accumulated amount will
be delayed until the earlier of                the Participant’s death or the first
day of the seventh month following the                Participant’s separation from
service, whereupon the accumulated amount                will be paid or distributed to
the Participant, without interest, and the normal                payment or distribution
schedule for any remaining payments or distributions                will resume.  







For purposes of this Plan, the term
“Specified Employee” has the meaning given such term in Code Section 409A and
the final regulations thereunder, provided, however, that, as permitted in such
final regulations, the Company’s Specified Employees and its application of the
six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance
with rules adopted by the Board or a committee of the Board, which shall be applied
consistently with respect to all nonqualified deferred compensation arrangements of the
Company, including this Plan. 











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