Exhibit 10.2 



JOURNAL
COMMUNICATIONS, INC.
2007 OMNIBUS INCENTIVE PLAN  





ARTICLE 1
PURPOSE  





        1.1.
GENERAL. The purpose of the Journal Communications, Inc. 2007 Omnibus
          Incentive Plan (the “Plan”) is to promote the success, and enhance
the           value, of Journal Communications, Inc. (the “Company”), by
linking the           personal interests of employees, officers, and directors of the
Company or any           Affiliate (as defined below) to those of Company shareholders
and by providing           such persons with an incentive for outstanding performance.
The Plan is further           intended to provide flexibility to the Company in its
ability to motivate,           attract, and retain the services of employees, officers,
and directors upon           whose judgment, interest, and special effort the successful
conduct of the           Company’s operation is largely dependent. Accordingly, the
Plan permits the           grant of incentive awards from time to time to selected
employees, officers, and           directors of the Company and its Affiliates.  






ARTICLE 2
DEFINITIONS 




        2.1.
DEFINITIONS. When a word or phrase appears in this Plan with the initial
          letter capitalized, and the word or phrase does not commence a sentence, the
          word or phrase shall generally be given the meaning ascribed to it in this
          Section or in Section 1.1 unless a clearly different meaning is required
by           the context. The following words and phrases shall have the following
meanings:  





            (a)
          “Affiliate” means (i) any Subsidiary or Parent, or (ii) an
          entity that directly or through one or more intermediaries controls, is
          controlled by or is under common control with, the Company, as determined by
the           Committee.  




            (b)
          “Award” means any Option, Stock Appreciation Right, Restricted Stock
          Award, Restricted Stock Unit Award, Deferred Stock Unit Award, Performance
          Award, Dividend Equivalent Award, Other Stock-Based Award, or any other right
or           interest relating to Stock or cash, granted to a Participant under the Plan.
            




            (c)
          “Award Certificate” means a written document, in such form as the
          Committee prescribes from time to time, setting forth the terms and conditions
          of an Award. Award Certificates may be in the form of individual Award
          Certificates, agreements or certificates or a program document describing the
          terms and provisions of an Awards or series of Awards under the Plan. The
          Committee may provide for the use of electronic, internet or other non-paper
          Award Certificates, and the use of electronic, internet or other non-paper
means           for the acceptance thereof and actions thereunder by a Participant.  





            (d)
          “Beneficial Owner” shall have the meaning given such term in Rule
          13d-3 of the General Rules and Regulations under the 1934 Act.   




            (e)
          “Board” means the Board of Directors of the Company.   













            (f)
          “Cause” as a reason for a Participant’s termination of
employment           shall have the meaning assigned such term in the employment,
severance or           similar agreement, if any, between such Participant and the
Company or an           Affiliate, provided, however that if there is no such employment,
severance or           similar agreement in which such term is defined, and unless
otherwise defined in           the applicable Award Certificate, “Cause” shall
mean any of the           following acts by the Participant, as determined by the
Committee: gross neglect           of duty, prolonged absence from duty without the
consent of the Company,           material breach by the Participant of any published
Company code of conduct or           code of ethics; or willful misconduct, misfeasance
or malfeasance of duty which           is reasonably determined to be detrimental to the
Company. With respect to a           Participant’s termination of directorship,
“Cause” means an act           or failure to act that constitutes cause for
removal of a director under           applicable Wisconsin law. The determination of the
Committee as to the existence           of “Cause” shall be conclusive on the
Participant and the Company.  





            (g)
          “Change in Control” means and includes the occurrence of any one of
          the following events:   




	 	        (i)
               individuals who, on December 31, 2006, constitute the Board (the
               “Incumbent Directors”) cease for any reason to constitute at
least a                majority of the Board, provided that any person becoming a
director after                December 31, 2006 and whose election or nomination for
election was                approved by a vote of at least a majority of the Incumbent
Directors then on the                Board shall be an Incumbent Director; provided,
however, that no individual                initially elected or nominated as a director
of the Company as a result of an                actual or threatened election contest
with respect to the election or removal of                directors (“Election
Contest”) or other actual or threatened                solicitation of proxies or
consents by or on behalf of any Person other than the                Board (“Proxy
Contest”), including by reason of any agreement intended                to avoid or
settle any Election Contest or Proxy Contest, shall be deemed an                Incumbent
Director; or  








	 	        (ii)
               any Person becomes a Beneficial Owner, directly or indirectly, of
securities of                the Company representing 20% or more of the combined voting
power of the                Company’s then outstanding securities eligible to vote
for the election of                directors (the “Company Voting Securities”);
provided, however, that                for purposes of this subsection (ii), the
following acquisitions shall not                constitute a Change in Control: (A) an
acquisition directly from the                Company, (B) an acquisition by the
Company or a Subsidiary of the Company,                (C) an acquisition by any
employee benefit plan (or related trust)                sponsored or maintained by the
Company or any Subsidiary of the Company,                (D) an acquisition by a
Person who as of December 31, 2006 was a                Beneficial Owner, directly
or indirectly, of 15% or more of the Company Voting                Securities, or (E) an
acquisition pursuant to a Non-Qualifying Transaction                (as defined in
subsection (iv) below); or  








	 	        (iii)
               any Person who as of December 31, 2006 was a Beneficial Owner,
directly or                indirectly, of 15% or more of the Company Voting Securities
becomes a Beneficial                Owner, directly or indirectly, of 40% or more of the
Company Voting Securities;                provided, however, that for purposes of this
subsection (iii), an acquisition                directly from the Company shall not
constitute a Change in Control; or  








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	 	        (iv)
               the consummation of a reorganization, merger, consolidation, statutory
share                exchange or similar form of corporate transaction involving the
Company or a                Subsidiary (a “Reorganization”), or the sale or
other disposition of                all or substantially all of the Company’s assets
(a “Sale”) or                the acquisition of assets or stock of another
entity (an                “Acquisition”), unless immediately following such
Reorganization, Sale                or Acquisition: (A) all or substantially all of
the individuals and                entities who were the beneficial owners, respectively,
of the outstanding shares                of common stock of the Company (“Company
Common Stock”) and                outstanding Company Voting Securities immediately
prior to such Reorganization,                Sale or Acquisition beneficially own,
directly or indirectly, more than 50% of,                respectively, the then
outstanding shares of common stock and the combined                voting power of the
then outstanding voting securities entitled to vote                generally in the
election of directors, as the case may be, of the entity                resulting from
such Reorganization, Sale or Acquisition (including, without                limitation,
an entity which as a result of such transaction owns the Company or                all or
substantially all of the Company’s assets or stock either directly                or
through one or more subsidiaries, the “Surviving Entity”) in
               substantially the same proportions as their ownership, immediately prior
to such                Reorganization, Sale or Acquisition, of the outstanding Company
Common Stock and                the outstanding Company Voting Securities, as the case
may be, and (B) no                Person (other than (w) any Person who as of
December 31, 2006 is a                Beneficial Owner, directly or indirectly, of
15% or more of the Company Voting                Securities, (x) the Company or any
Subsidiary of the Company, (y) the                Surviving Entity or its ultimate
parent, or (z) any employee benefit plan                (or related trust) sponsored
or maintained by any of the foregoing) is the                beneficial owner, directly
or indirectly, of 20% or more of the total common                stock or 20% or more of
the total voting power of the outstanding voting                securities eligible to
elect directors of the Surviving Entity, and (C) at                least a majority
of the members of the board of directors of the Surviving                Entity were
Incumbent Directors at the time of the Board’s approval of the
               execution of the initial agreement providing for such Reorganization, Sale
or                Acquisition (any Reorganization, Sale or Acquisition which satisfies
all of the                criteria specified in (A), (B) and (C) above shall be
deemed to be a                “Non-Qualifying Transaction”); or  









	 	        (v)
               approval by the shareholders of the Company of a complete liquidation or
               dissolution of the Company.  








            (h)
          “Code” means the U.S. Internal Revenue Code of 1986, as amended from
          time to time. For purposes of this Plan, references to sections of the Code
          shall be deemed to include references to any applicable regulations thereunder
          and any successor or similar provision.  





            (i)
          “Committee” means the committee of the Board described in Article 4.
            




            (j)
          “Company” means Journal Communications, Inc., a Wisconsin
corporation,           or any successor corporation.   




            (k)
          “Continuous Status as a Participant” means the absence of any
          interruption or termination of service as an employee, officer, or director of
          the Company or any Affiliate, as applicable; provided, however, that for
          purposes of an Incentive Stock Option “Continuous Status as a
          Participant” means the absence of any interruption or termination of
          service as an employee of the Company or any Parent or Subsidiary, as
          applicable, pursuant to applicable tax regulations. Continuous Status as a
          Participant shall not be considered interrupted in the following cases:
          (ii) a Participant transfers employment between the Company and an
          Affiliate or between Affiliates, or (ii) in the discretion of the
Committee           as specified at or prior to such occurrence, in the case of a
spin-off, sale or           disposition of the Participant’s employer from the
Company or any           Affiliate, or (iii) any leave of absence authorized in
writing by the           Company prior to its commencement; provided, however, that for
purposes of           Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment           upon expiration of such leave is guaranteed by statute or
contract. If           reemployment upon expiration of a leave of absence approved by the
Company is           not so guaranteed, on the 91st day of such leave any Incentive Stock
Option held           by the Participant shall cease to be treated as an Incentive Stock
Option and           shall be treated for tax purposes as a Nonstatutory Stock Option.
Whether           military, government or other service or other leave of absence shall
constitute           a termination of Continuous Status as a Participant shall be
determined in each           case by the Committee at its discretion, and any
determination by the Committee           shall be final and conclusive.   




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            (l)
          “Covered Employee” means a covered employee as defined in Code
          Section 162(m)(3).   




            (m)
          “Deferred Stock Unit” means a right granted to a Participant under
          Article 9 to receive Shares of Stock (or the equivalent value in cash or other
          property if the Committee so provides) at a future time as determined by the
          Committee, or as determined by the Participant within guidelines established by
          the Committee in the case of voluntary deferral elections.  






            (n)
          “Disability” of a Participant means that the Participant (i) is
          unable to engage in any substantial gainful activity by reason of any medically
          determinable physical or mental impairment which can be expected to result in
          death or can be expected to last for a continuous period of not less than 12
          months, or (ii) is, by reason of any medically determinable physical or
          mental impairment which can be expected to result in death or can be expected
to           last for a continuous period of not less than 12 months, receiving income
          replacement benefits for a period of not less than three months under an
          accident and health plan covering employees of the Participant’s employer.
          If the determination of Disability relates to an Incentive Stock Option,
          Disability means Permanent and Total Disability as defined in           Section 22(e)(3)
of the Code. In the event of a dispute, the determination           whether a Participant
is Disabled will be made by the Committee and may be           supported by the advice of
a physician competent in the area to which such           Disability relates.  





            (o)
          “Dividend Equivalent” means a right granted to a Participant under
          Article 12.   




            (p)
          “Effective Date” has the meaning assigned such term in
          Section 3.1.   




            (q)
          “Eligible Participant” means an employee, officer, or director of the
          Company or any Affiliate.   




            (r)
          “Exchange” means any national securities exchange on which the Stock
          may from time to time be listed or traded.   




            (s)
          “Fair Market Value,” on any date, means (i) if the Stock is
          listed on a securities exchange, the closing sales price on such exchange or
          over such system on such date or, in the absence of reported sales on such
date,           the closing sales price on the immediately preceding date on which sales
were           reported, or (ii) if the Stock is not listed on a securities
exchange, the           mean between the bid and offered prices as quoted by Nasdaq for
such date,           provided that if it is determined that the fair market value is not
properly           reflected by such Nasdaq quotations, Fair Market Value will be
determined by           such other method as the Committee determines in good faith to be
reasonable and           in compliance with Code Section 409A.  






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            (t)         “Full
Value Award” means an Award other than in the form of an Option           or SAR,
and which is settled by the issuance of Stock (or at the discretion of           the
Committee, settled in cash valued by reference to Stock value).  





            (u)         “Good
Reason” (or a similar term denoting constructive termination)           has the
meaning, if any, assigned such term in the employment, severance or           similar
agreement, if any, between a Participant and the Company or an           Affiliate,
provided, however that if there is no such employment, severance or           similar
agreement in which such term is defined, “Good Reason” shall           have the
meaning, if any, given such term in the applicable Award Certificate.           If not
defined in each such document, the term “Good Reason” as used           herein
shall not apply to a particular Award.  





            (v)         “Grant
Date” of an Award means the first date on which all necessary           corporate
action has been taken to approve the grant of the Award as provided in           the
Plan, or such later date as is determined and specified as part of that
          authorization process. Notice of the grant shall be provided to the grantee
          within a reasonable time after the Grant Date.  





            (w)         “Incentive
Stock Option” means an Option that is intended to be an           incentive stock
option and meets the requirements of Section 422 of the           Code or any
successor provision.   




            (x)         “Independent
Directors” means those members of the Board of Directors           who qualify at
any given time as “independent” directors under           Section 303A of
the New York Stock Exchange Listed Company Manual,           “non-employee” directors
under Rule 16b-3 of the 1934 Act, and           “outside” directors under
Section 162(m) of the Code.  





            (y)         “Non-Employee
Director” means a director of the Company who is not a           common law employee
of the Company or an Affiliate.   




            (z)         “Nonstatutory
Stock Option” means an Option that is not an Incentive           Stock Option.   




            (aa)          “Option” means
a right granted to a Participant under Article 7 of the           Plan to purchase Stock
at a specified price during specified time periods. An           Option may be either an
Incentive Stock Option or a Nonstatutory Stock Option.  





            (bb)          “Other
Stock-Based Award” means a right, granted to a Participant           under Article
13, that relates to or is valued by reference to Stock or other           Awards relating
to Stock.   




            (cc)          “Parent” means
a corporation, limited liability company, partnership           or other entity which
owns or beneficially owns a majority of the outstanding           voting stock or voting
power of the Company. Notwithstanding the above, with           respect to an Incentive
Stock Option, Parent shall have the meaning set forth in           Section 424(e) of
the Code.  





            (dd)          “Participant” means
a person who, as an employee, officer, or director           of the Company or any
Affiliate, has been granted an Award under the Plan;           provided that in the case
of the death or Disability of a Participant, the term           “Participant” refers
to the Participant’s estate or other legal           representative acting in a
fiduciary capacity on behalf of the Participant under           applicable state law and
court supervision.   




            (ee)          “Performance
Award” means any award granted under the Plan pursuant to           Article 10.
  





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            (ff)        “Person” means
any individual, entity or group, within the meaning of           Section 3(a)(9) of
the 1934 Act and as used in Section 13(d)(3) or           14(d)(2) of the 1934 Act.
  




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




            (hh)        “Prior
Plan” means the Company’s 2003 Equity Incentive Plan, as           amended.
  




            (ii)        “Qualified
Performance-Based Award” means an Award that is either           (i) intended
to qualify for the Section 162(m) Exemption and is made           subject to
performance goals based on Qualified Business Criteria as set forth           in Section 11.2,
or (ii) an Option or SAR having an exercise price           equal to or greater than
the Fair Market Value of the underlying Stock as of the           Grant Date.  





            (jj)        “Qualified
Business Criteria” means one or more of the Business           Criteria listed in
Section 11.2 upon which performance goals for certain           Qualified
Performance-Based Awards may be established by the Committee.   




            (kk)        “Restricted
Stock Award” means Stock granted to a Participant under           Article 9 that is
subject to certain restrictions and to risk of forfeiture.             




            (ll)        “Restricted
Stock Unit Award” means the right granted to a Participant           under Article 9
to receive shares of Stock (or the equivalent value in cash or           other property
if the Committee so provides) in the future, which right is           subject to certain
restrictions and to risk of forfeiture.   




            (mm)        “Retirement” with
respect to an employee Participant means termination           of employment with the
Company or an Affiliate after attaining age 60 and 10           years of service. With
respect to a Participant’s termination of service as           a Non-Employee
Director, Retirement means a termination from service as a           director upon
completion of the director’s entire term.  





            (nn)        “Section
162(m) Exemption” means the exemption from the limitation on           deductibility
imposed by Section 162(m) of the Code that is set forth in           Section 162(m)(4)(C)
of the Code or any successor provision thereto.  





            (oo)        “Shares” means
shares of the Company’s Stock. If there has been           an adjustment or
substitution pursuant to Article 15, the term           “Shares” shall also
include any shares of stock or other securities           that are substituted for Shares
or into which Shares are adjusted pursuant to           Article 15.   




            (pp)        “Stock” means
(i) the $0.01 par value Class A Common Stock           of the Company, (ii) the
$0.01 par value Class B Common Stock of the           Company, and (iii) such other
securities of the Company as may be           substituted for either such class of Common
Stock of the Company pursuant to           Section 15.1.   




            (qq)        “Stock
Appreciation Right” or “SAR” means a right granted to           a
Participant under Article 8 to receive a payment equal to the difference
          between the Fair Market Value of a Share as of the date of exercise of the SAR
          over the grant price of the SAR, all as determined pursuant to Article 8.
            




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            (rr)         “Subsidiary” means
any corporation, limited liability company,           partnership or other entity,
domestic or foreign, of which a majority of the           outstanding voting stock or
voting power is beneficially owned directly or           indirectly by the Company.
Notwithstanding the above, with respect to an           Incentive Stock Option,
Subsidiary shall have the meaning set forth in           Section 424(f) of the Code.  






            (ss)         “1933
Act” means the Securities Act of 1933, as amended from time to           time.   




ARTICLE 3 
EFFECTIVE TERM OF PLAN 




        3.1.
EFFECTIVE DATE. The Plan shall be effective as of the date it is approved
          by the shareholders of the Company (the “Effective Date”).  





        3.2.
TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of
          the Effective Date unless earlier terminated as provided herein. The
termination           of the Plan on such date shall not affect the validity of any Award
outstanding           on the date of termination, which shall continue to be governed by
the           applicable terms and conditions of this Plan. Notwithstanding the
foregoing, no           Incentive Stock Options may be granted more than ten (10) years
after the           earlier of (a) adoption of this Plan by the Board, or (b) the
          Effective Date.  





ARTICLE 4
ADMINISTRATION 




        4.1.
COMMITTEE. The Plan shall be administered by a Committee appointed by the
          Board (which Committee shall consist of at least two directors) or, at the
          discretion of the Board from time to time, the Plan may be administered by the
          Board. It is intended that at least two of the directors appointed to serve on
          the Committee shall be Independent Directors and that any such members of the
          Committee who do not so qualify shall abstain from participating in any
decision           to make or administer Awards that are made to Eligible Participants
who at the           time of consideration for such Award (i) are persons subject to
the           short-swing profit rules of Section 16 of the 1934 Act, or (ii) are
          reasonably anticipated to become Covered Employees during the term of the
Award.           However, the mere fact that a Committee member shall fail to qualify as
an           Independent Director or shall fail to abstain from such action shall not
          invalidate any Award made by the Committee which Award is otherwise validly
made           under the Plan. The members of the Committee shall be appointed by, and
may be           changed at any time and from time to time in the discretion of, the
Board. The           Board may reserve to itself any or all of the authority and
responsibility of           the Committee under the Plan or may act as administrator of
the Plan for any and           all purposes. To the extent the Board has reserved any
authority and           responsibility or during any time that the Board is acting as
administrator of           the Plan, it shall have all the powers of the Committee
hereunder, and any           reference herein to the Committee (other than in this Section 4.1)
shall           include the Board. To the extent any action of the Board under the Plan
          conflicts with actions taken by the Committee, the actions of the Board shall
          control.  





        4.2.
ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
          administering the Plan, the Committee may from time to time adopt rules,
          regulations, guidelines and procedures for carrying out the provisions and
          purposes of the Plan and make such other determinations, not inconsistent with
          the Plan, as the Committee may deem appropriate. The Committee’s
          interpretation of the Plan, any Awards granted under the Plan, any Award
          Certificate and all decisions and determinations by the Committee with respect
          to the Plan are final, binding, and conclusive on all parties. Each member of
          the Committee is entitled to, in good faith, rely or act upon any report or
          other information furnished to that member by any officer or other employee of
          the Company or any Affiliate, the Company’s or an Affiliate’s
          independent certified public accountants, Company counsel or any executive
          compensation consultant or other professional retained by the Company or the
          Committee to assist in the administration of the Plan.  




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        4.3.
AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 and 4.5
          hereof, the Committee has the exclusive power, authority and discretion to:
            




	 	        (a)
          Grant Awards;   








	 	        (b)
               Designate Participants;   







	 	        (c)
               Determine the type or types of Awards to be granted to each Participant;
  







	 	        (d)
               Determine the number of Awards to be granted and the number of Shares or
dollar                amount to which an Award will relate;  








	 	        (e)
               Determine the terms and conditions of any Award granted under the Plan;
  







	 	        (f)
               Prescribe the form of each Award Certificate, which need not be identical
for                each Participant;   







	 	        (g)
               Decide all other matters that must be determined in connection with an
Award;                  







	 	        (h)
               Establish, adopt or revise any rules, regulations, guidelines or
procedures as                it may deem necessary or advisable to administer the Plan;  








	 	        (i)
               Make all other decisions and determinations that may be required under the
Plan                or as the Committee deems necessary or advisable to administer the
Plan;  








	 	        (j)
               Amend the Plan or any Award Certificate as provided herein; and   







	 	        (k)
               Adopt such modifications, procedures, and subplans as may be necessary or
               desirable to comply with provisions of the laws of non-U.S. jurisdictions
in                which the Company or any Affiliate may operate, in order to assure the
viability                of the benefits of Awards granted to participants located in
such other                jurisdictions and to meet the objectives of the Plan.  








        Notwithstanding
the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only in
accordance with the terms, conditions and parameters of a plan, program or policy for the
compensation of Non-Employee Directors as in effect from time to time, and the Committee
may not make discretionary grants hereunder to Non-Employee Directors. 




        4.4.
DELEGATION. Subject to Wisconsin law as in effect from time to time, the
          Board may, by resolution, expressly delegate to a special committee, consisting
          of one or more directors who may but need not be officers of the Company, the
          authority, within specified parameters as to the number and terms of Awards, to
          (i) designate officers and/or employees of the Company or any of its
          Affiliates to be recipients of Awards under the Plan, and (ii) to
determine           the number of such Awards to be received by any such Participants;
provided,           however, that such delegation of duties and responsibilities to an
officer of           the Company may not be made with respect to the grant of Awards to
eligible           participants (a) who are subject to Section 16(a) of the
1934 Act at           the Grant Date, or (b) who as of the Grant Date are reasonably
anticipated           to be become Covered Employees during the term of the Award. The
acts of such           delegates shall be treated hereunder as acts of the Board and such
delegates           shall report regularly to the Board and the Compensation Committee
regarding the           delegated duties and responsibilities and any Awards so granted.  





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        4.5.
AWARD CERTIFICATES. Each Award shall be evidenced by an Award
          Certificate. Each Award Certificate shall include such provisions, not
          inconsistent with the Plan, as may be specified by the Committee.  





ARTICLE 5 
SHARES SUBJECT TO THE
PLAN 




        5.1.
NUMBER OF SHARES. Subject to adjustment as provided in Section 5.2
          and Section 15.1, the aggregate number of Shares reserved and available
for           issuance pursuant to Awards granted under the Plan shall be 4,800,000. The
          maximum number of Shares that may be issued upon exercise of Incentive Stock
          Options granted under the Plan shall be 4,800,000.  





        5.2.
SHARE COUNTING. Shares covered by an Award shall be subtracted from the
          Plan share reserve as of the date of grant, but shall be added back to the Plan
          share reserve in accordance with this Section 5.2.   




	 	        (a)
               To the extent that an Award is canceled, terminates, expires, is forfeited
or                lapses for any reason, any unissued or forfeited Shares subject to the
Award                will again be available for issuance pursuant to Awards granted
under the Plan.  








	 	        (b)
               Shares subject to Awards settled in cash will again be available for
issuance                pursuant to Awards granted under the Plan.  








	 	        (c)
               Shares withheld from an Award or delivered by a Participant to satisfy
minimum                tax withholding requirements will again be available for issuance
pursuant to                Awards granted under the Plan.  








	 	        (d)
               If the exercise price of an Option is satisfied by delivering Shares to
the                Company (by either actual delivery or attestation), only the number of
Shares                issued to the Participant in excess of the Shares tendered (by
delivery or                attestation) shall be considered for purposes of determining
the number of                Shares remaining available for issuance pursuant to Awards
granted under the                Plan.  








	 	        (e)
               To the extent that the full number of Shares subject to an Option or SAR
is not                issued upon exercise of the Option or SAR for any reason, including
by reason of                net-settlement of the Award, only the number of Shares issued
and delivered upon                exercise of the Option or SAR shall be considered for
purposes of determining                the number of Shares remaining available for
issuance pursuant to Awards granted                under the Plan.  








	 	        (f)
               To the extent that the maximum number of Shares subject to an Award other
than                an Option or SAR is not issued for any reason, including by reason of
failure to                achieve maximum performance goals, only the number of Shares
issued and                delivered shall be considered for purposes of determining the
number of Shares                remaining available for issuance pursuant to Awards
granted under the Plan.  








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	 	        (g)
               Substitute Awards granted pursuant to Section 14.7 of the Plan shall
not                count against the Shares otherwise available for issuance under the
Plan under                Section 5.1.  







        5.3.
STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
          consist, in whole or in part, of authorized and unissued Stock, treasury Stock
          or Stock purchased on the open market.  





        5.4.
LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the
          contrary (but subject to adjustment as provided in Section 15.1):   




	 	        (a)
Options. The maximum aggregate number of Shares subject to Options
               granted under the Plan in any 12-month period to any one Participant shall
be                750,000.  









	 	        (b)
SARs. The maximum number of Shares subject to Stock Appreciation Rights
               granted under the Plan in any 12-month period to any one Participant shall
be                750,000.  









	 	        (c)
Restricted Stock or Restricted Stock Units. The maximum aggregate number
               of Shares underlying Awards of Restricted Stock or Restricted Stock Units
under                the Plan in any 12-month period to any one Participant shall be
750,000.  








	 	        (d)
Other Stock-Based Awards. The maximum aggregate grant with respect to
               Other Stock-Based Awards under the Plan in any 12-month period to any one
               Participant shall be 750,000 Shares.  








	 	        (e)
Cash-Based Awards. The maximum aggregate amount that may be paid with
               respect to cash-based Awards under the Plan to any one Participant in any
fiscal                year of the Company shall be 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.  








        5.5.
LIMITATION ON ANNUAL “BURN RATE”. Notwithstanding any provision
          in the Plan to the contrary (but subject to adjustment as provided in
          Section 15.1), the maximum aggregate number of Shares with respect to
          Awards that may be granted during any one fiscal year under the Plan is two
          percent (2%) of the total shares of Class A Stock and Class B Stock
          outstanding as of the last day of the prior fiscal year.  





ARTICLE 6
ELIGIBILITY 




        6.1.
GENERAL. Awards may be granted only to Eligible Participants. Incentive
          Stock Options may be granted to only to Eligible Participants who are employees
          of the Company or a Parent or Subsidiary as defined in Section 424(e) and
          (f) of the Code.  





ARTICLE 7 
STOCK OPTIONS 




        7.1.
GENERAL. The Committee is authorized to grant Options to Participants on
          the following terms and conditions:   




	 	        (a)
EXERCISE PRICE. The exercise price per Share under an Option shall be
               determined by the Committee, provided that the exercise price for any
Option                (other than an Option issued as a substitute Award pursuant to
               Section 14.7) shall not be less than the Fair Market Value as of the
Grant                Date.  








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	 	        (b)
PROHIBITION ON REPRICING. Except as otherwise provided in                Section 15.1,
the exercise price of an Option may not be reduced, directly                or indirectly
by cancellation and regrant or otherwise, without the prior                approval of
the shareholders of the Company.  








	 	        (c)
TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time
               or times at which an Option may be exercised in whole or in part, subject
to                Section 7.1(e). The Committee shall also determine the performance
or other                conditions, if any, that must be satisfied before all or part of
an Option may                be exercised or vested.  









	 	        (d)
PAYMENT. The Committee shall determine the methods by which the exercise
               price of an Option may be paid, the form of payment, including, without
               limitation, cash, Shares, or other property (including “cashless
               exercise” arrangements), and the methods by which Shares shall be
delivered                or deemed to be delivered to Participants.  








	 	        (e)
EXERCISE TERM. Except for Nonstatutory Options granted to Participants
               outside the United States, no Option granted under the Plan shall be
exercisable                for more than ten years from the Grant Date.  








	 	        (f)
NO DEFERRAL FEATURE. No Option shall provide for any feature for the
               deferral of compensation other than the deferral of recognition of income
until                the later of the exercise or disposition of the Option, or the time
the Stock                acquired pursuant to the exercise of the Option first becomes
substantially                vested.  








        7.2.
INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted
          under the Plan must comply with the requirements of Section 422 of the
          Code. If all of the requirements of Section 422 of the Code are not met,
          the Option shall automatically become a Nonstatutory Stock Option.  





ARTICLE 8 
STOCK APPRECIATION
RIGHTS 




        8.1.
GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant
          Stock Appreciation Rights to Participants on the following terms and
conditions:             




	 	        (a)
RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant to whom it
               is granted has the right to receive, for each Share with respect to which
the                SAR is being exercised, the excess, if any, of:  








	 	        (1)
               The Fair Market Value of one Share on the date of exercise; over   







	 	        (2)
               The base price of the SAR as determined by the Committee, which shall not
be                less than the Fair Market Value of one Share on the Grant Date.  








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	 	        (b)
PROHIBITION ON REPRICING. Except as otherwise provided in                Section 15.1,
the base price of a SAR may not be reduced, directly or                indirectly by
cancellation and regrant or otherwise, without the prior approval                of the
shareholders of the Company.  









	 	        (c)
EXERCISE TERM. Except for SARs granted to Participants outside the United
               States, no SAR shall be exercisable for more than ten years from the Grant
Date.  








	 	        (d)
NO DEFERRAL FEATURE. No SAR shall provide for any feature for the
               deferral of compensation other than the deferral of recognition of income
until                the later of the exercise of the SAR, or the time the Stock acquired
pursuant to                the exercise of the Option first becomes substantially vested.  








	 	        (e)
OTHER TERMS. All SARs shall be evidenced by an Award Certificate. Subject
               to the limitations of this Article 8, the terms, methods of exercise,
methods of                settlement, form of consideration payable in settlement, and
any other terms and                conditions of any SAR shall be determined by the
Committee at the time of the                grant of the Award and shall be reflected in
the Award Certificate.  








ARTICLE 9 
RESTRICTED STOCK,
RESTRICTED STOCK UNITS
AND DEFERRED STOCK UNITS 




        9.1.
GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK           UNITS. The
Committee is authorized to make Awards of Restricted Stock,           Restricted Stock
Units or Deferred Stock Units to Participants in such amounts           and subject to
such terms and conditions as may be selected by the Committee. An           Award of
Restricted Stock, Restricted Stock Units or Deferred Stock Units shall           be
evidenced by an Award Certificate setting forth the terms, conditions, and
          restrictions applicable to the Award.  





        9.2.
ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or
          Deferred Stock Units shall be subject to such restrictions on transferability
          and other restrictions as the Committee may impose (including, without
          limitation, limitations on the right to vote Restricted Stock or the right to
          receive dividends on the Restricted Stock). These restrictions may lapse
          separately or in combination at such times, under such circumstances, in such
          installments, upon the satisfaction of performance goals or otherwise, as the
          Committee determines at the time of the grant of the Award or thereafter.
Except           as otherwise provided in an Award Certificate or any special Plan
document           governing an Award, the Participant shall have all of the rights of a
          shareholder with respect to the Restricted Stock, and the Participant shall
have           none of the rights of a shareholder with respect to Restricted Stock Units
or           Deferred Stock Units until such time as Shares of Stock are paid in
settlement           of the Restricted Stock Units or Deferred Stock Units. Unless
otherwise provided           in the applicable Award Certificate, Awards of Restricted
Stock will be entitled           to full divided rights and any dividends paid thereon
will be paid or           distributed to the holder no later than the end of the calendar
year in which           the dividends are paid to shareholders or, if later, the 15th day
of the third           month following the date the dividends are paid to shareholders.  





        9.3.
FORFEITURE. Except as otherwise determined by the Committee at the time
          of the grant of the Award or thereafter, upon termination of Continuous Status
          as a Participant during the applicable restriction period or upon failure to
          satisfy a performance goal during the applicable restriction period, Restricted
          Stock or Restricted Stock Units that are at that time subject to restrictions
          shall be forfeited.  





        9.4.
DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be
          delivered to the Participant at the time of grant either by book-entry
          registration or by delivering to the Participant, or a custodian or escrow
agent           (including, without limitation, the Company or one or more of its
employees)           designated by the Committee, a stock certificate or certificates
registered in           the name of the Participant. If physical certificates
representing shares of           Restricted Stock are registered in the name of the
Participant, such           certificates must bear an appropriate legend referring to the
terms, conditions,           and restrictions applicable to such Restricted Stock.  





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ARTICLE 10 
PERFORMANCE AWARDS 




        10.1.
GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any
          Award under this Plan, including cash-based Awards, with performance-based
          vesting criteria, on such terms and conditions as may be selected by the
          Committee. The Committee shall have the complete discretion to determine the
          number of Performance Awards granted to each Participant, subject to
          Section 5.4, and to designate the provisions of such Performance Awards as
          provided in Section 4.3. All Performance Awards shall be evidenced by an
          Award Certificate or a written program established by the Committee, pursuant
to           which Performance Awards are awarded under the Plan under uniform terms,
          conditions and restrictions set forth in such written program.  





        10.2.
PERFORMANCE GOALS. The Committee may establish performance goals for
          Performance Awards which may be based on any criteria selected by the
Committee.           Such performance goals may be described in terms of Company-wide
objectives or           in terms of objectives that relate to the performance of the
Participant, an           Affiliate or a division, region, department or function within
the Company or an           Affiliate. If the Committee determines that a change in the
business,           operations, corporate structure or capital structure of the Company
or the           manner in which the Company or an Affiliate conducts its business, or
other           events or circumstances render performance goals to be unsuitable, the
Committee           may modify such performance goals in whole or in part, as the
Committee deems           appropriate. If a Participant is promoted, demoted or
transferred to a different           business unit or function during a performance
period, the Committee may           determine that the performance goals or performance
period are no longer           appropriate and may (i) adjust, change or eliminate
the performance goals           or the applicable performance period as it deems
appropriate to make such goals           and period comparable to the initial goals and
period, or (ii) make a cash           payment to the participant in an amount
determined by the Committee. The           foregoing two sentences shall not apply with
respect to a Performance Award that           is intended to be a Qualified
Performance-Based Award if the recipient of such           award (a) was a Covered
Employee on the date of the modification,           adjustment, change or elimination of
the performance goals or performance           period, or (b) in the reasonable
judgment of the Committee, may be a           Covered Employee on the date the
Performance Award is expected to be paid.  





ARTICLE 11 
QUALIFIED
PERFORMANCE-BASED AWARDS 




        11.1.
OPTIONS AND STOCK APPRECIATION RIGHTS. The provisions of the Plan are
          intended to ensure that all Options and Stock Appreciation Rights granted
          hereunder to any Covered Employee shall qualify for the Section 162(m)
          Exemption.  





        11.2.
OTHER AWARDS. When granting any other Award, including cash-based Awards,
          the Committee may designate such Award as a Qualified Performance-Based Award,
          based upon a determination that the recipient is or may be a Covered Employee
          with respect to such Award, and the Committee wishes such Award to qualify for
          the Section 162(m) Exemption. If an Award is so designated, the Committee
          shall establish performance goals for such Award, within the time period
          prescribed by Section 162(m) of the Code, based on one or more of the
          following Qualified Business Criteria, which performance goals may be expressed
          in terms of Company-wide objectives or in terms of objectives that relate to
the           performance of an Affiliate or a division, region, department or function
within           the Company or an Affiliate:  




-13- 











	 	        —Revenue  







	 	        —Sales  







	 	        —Profit
(net profit, gross profit, operating profit, economic profit, profit margins or other
corporate profit measures)  








	 	        —Earnings
(EBIT, EBITDA, earnings per share, or other corporate earnings measures)   







	 	        —Net
income (before or after taxes, operating income or other income measures)   







	 	        —Cash
(cash flow, cash generation or other cash measures)   







	 	        —Stock
price or performance   







	 	        —Total
shareholder return (stock price appreciation plus reinvested dividends divided by
beginning share price)  








	 	        —Economic
value added   







	 	        —Return
measures (including, but not limited to, return on assets, capital, equity, investments
or sales, and cash flow return on assets, capital, equity, or sales);  








	 	        —Operating
margins  







	 	        —Dividend
payments  







	 	        —Market
share  







	 	        —Improvements
in capital structure   







	 	        —Expenses
(expense management, expense ratio, expense efficiency ratios or other expense measures)
  







	 	        —Business
expansion or consolidation (acquisitions and divestitures)   







	 	        —Internal
rate of return or increase in net present value   







	 	        —Working
capital targets relating to inventory and/or accounts receivable   







	 	        —Productivity
measures  







	 	        —Cost
reduction measures   







	 	        —Strategic
plan development and implementation   








-14- 









	 	        —Operating
measures such as growth in circulation, television and radio ratings and market share
  







	 	        —Internal
measures such as achieving a diverse workforce   







	 	        —Growth
in digital products or competencies   







	 	        —New
product development.   







        Performance
goals with respect to the foregoing Qualified Business Criteria may be specified in
absolute terms, in percentages, or in terms of growth from period to period or growth
rates over time, as well as measured relative to the performance of a group of comparator
companies, or a published or special index, or a stock market index, that the Committee
deems appropriate. Any member of a comparator group or an index that disappears during a
measurement period shall be disregarded for the entire measurement period. Performance
Goals need not be based upon an increase or positive result under a business criterion and
could include, for example, the maintenance of the status quo or the limitation of
economic losses (measured, in each case, by reference to a specific business criterion). 




        11.3.
PERFORMANCE GOALS. Each Qualified Performance-Based Award (other than a
          market-priced Option or SAR) shall be earned, vested and payable (as
applicable)           only upon the achievement of performance goals established by the
Committee           based upon one or more of the Qualified Business Criteria, together
with the           satisfaction of any other conditions, such as continued employment, as
the           Committee may determine to be appropriate; provided, however, that the
Committee           may provide, either in connection with the grant thereof or by
amendment           thereafter, that achievement of such performance goals will be
waived, in whole           or in part, upon (i) the termination of employment of a
Participant by           reason of death, Retirement or Disability, or (ii) the
occurrence of a           Change in Control. Performance periods established by the
Committee for any such           Qualified Performance-Based Award may be as short as
three months and may be any           longer period. In addition, the Committee has the
right, in connection with the           grant of a Qualified Performance-Based Award, to
exercise negative discretion to           determine that the portion of such Award
actually earned, vested and/or payable           (as applicable) shall be less than the
portion that would be earned, vested           and/or payable based solely upon
application of the applicable performance           goals.  





        11.4.
INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may
          provide in any Qualified Performance-Based Award, at the time the performance
          goals are established, that any evaluation of performance shall exclude or
          otherwise objectively adjust for any of the following events that occurs during
          a performance period: (a) asset write-downs or impairment charges;
          (b) litigation or claim judgments or settlements; (c) the effect of
          changes in tax laws, accounting principles or other laws or provisions
affecting           reported results; (d) accruals for reorganization and
restructuring           programs; (e) extraordinary nonrecurring items as described
in Accounting           Principles Board Opinion No. 30; (f) extraordinary
nonrecurring items           as described in Management’s Discussion and Analysis of
Financial Condition           and Results of Operations appearing in the Company’s
annual report to           shareholders for the applicable year; (g) acquisitions or
divestitures;           (h) share buy-back programs, and (i) foreign exchange
gains and           losses. To the extent such inclusions or exclusions affect Awards to
Covered           Employees, they shall be prescribed in a form that meets the
requirements of           Code Section 162(m) for deductibility.  




-15- 












        11.5.
CERTIFICATION OF PERFORMANCE GOALS. Any payment of a Qualified
          Performance-Based Award granted with performance goals pursuant to
          Section 11.3 above shall be conditioned on the written certification of
the           Committee in each case that the performance goals and any other material
          conditions were satisfied. Except as specifically provided in Section 11.3,
          no Qualified Performance-Based Award held by a Covered Employee or by an
          employee who in the reasonable judgment of the Committee may be a Covered
          Employee on the date of payment, may be amended, nor may the Committee exercise
          any discretionary authority it may otherwise have under the Plan with respect
to           a Qualified Performance-Based Award under the Plan, in any manner to waive
the           achievement of the applicable performance goal based on Qualified Business
          Criteria or to increase the amount payable pursuant thereto or the value
          thereof, or otherwise in a manner that would cause the Qualified
          Performance-Based Award to cease to qualify for the Section 162(m)
          Exemption.  






        11.6.
AWARD LIMITS. Section 5.4 sets forth (i) the maximum number of
          Shares that may be granted in any one-year period to a Participant in
designated           forms of stock-based Awards, and (ii) the maximum aggregate
dollar amount           that may be paid with respect to cash-based Awards under the Plan
to any one           Participant in any fiscal year of the Company.  





ARTICLE 12 
DIVIDEND EQUIVALENTS 




        12.1.
GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant
          Dividend Equivalents with respect to Full Value Awards granted hereunder,
          subject to such terms and conditions as may be selected by the Committee.
          Dividend Equivalents shall entitle the Participant to receive payments equal to
          dividends with respect to all or a portion of the number of Shares subject to a
          Full Value Award, as determined by the Committee. The Committee may provide
that           Dividend Equivalents be paid or distributed when accrued or be deemed to
have           been reinvested in additional Shares, or otherwise reinvested. Unless
otherwise           provided in the applicable Award Certificate, Dividend Equivalents
will be paid           or distributed no later than the 15th day of the 3rd month
following the later           of (i) the calendar year in which the corresponding
dividends were paid to           shareholders, or (ii) the first calendar year in
which the           Participant’s right to such Dividends Equivalents is no longer
subject to a           substantial risk of forfeiture.  





ARTICLE 13 
STOCK OR OTHER
STOCK-BASED AWARDS 




        13.1.
GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized,
          subject to limitations under applicable law, to grant to Participants such
other           Awards that are payable in, valued in whole or in part by reference to,
or           otherwise based on or related to Shares, as deemed by the Committee to be
          consistent with the purposes of the Plan, including without limitation Shares
          awarded purely as a “bonus” and not subject to any restrictions or
          conditions, convertible or exchangeable debt securities, other rights
          convertible or exchangeable into Shares, and Awards valued by reference to book
          value of Shares or the value of securities of or the performance of specified
          Parents or Subsidiaries. The Committee shall determine the terms and conditions
          of such Awards.  





ARTICLE 14 
PROVISIONS APPLICABLE
TO AWARDS 




        14.1.
PAYMENT OF AWARDS. At the discretion of the Committee, payment of Awards
          may be made in cash, Stock, a combination of cash and Stock, or any other form
          of property as the Committee shall determine. In addition, payment of Awards
may           include such terms, conditions, restrictions and/or limitations, if any, as
the           Committee deems appropriate, including, in the case of Awards paid in the
form           of Stock, restrictions on transfer and forfeiture provisions. Further,
payment           of Awards may be made in the form of a lump sum, or in installments, as
          determined by the Committee.  





-16- 











        14.2.
LIMITS ON TRANSFER. No right or interest of a Participant in any
          unexercised or restricted Award may be pledged, encumbered, or hypothecated to
          or in favor of any party other than the Company or an Affiliate, or shall be
          subject to any lien, obligation, or liability of such Participant to any other
          party other than the Company or an Affiliate. No unexercised or restricted
Award           shall be assignable or transferable by a Participant other than by will
or the           laws of descent and distribution; provided, however, that the Committee
may (but           need not) permit other transfers (other than transfers for value)
where the           Committee concludes that such transferability (i) does not
result in           accelerated taxation, (ii) does not cause any Option intended to
be an           Incentive Stock Option to fail to be described in Code Section 422(b),
and           (iii) is otherwise appropriate and desirable, taking into account any
          factors deemed relevant, including without limitation, state or federal tax or
          securities laws applicable to transferable Awards.  





        14.3.
STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject
          to any stop-transfer orders and other restrictions as the Committee deems
          necessary or advisable to comply with federal or state securities laws, rules
          and regulations and the rules of any national securities exchange or automated
          quotation system on which the Stock is listed, quoted, or traded. The Committee
          may place legends on any Stock certificate or issue instructions to the
transfer           agent to reference restrictions applicable to the Stock.  





        14.4.
ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in
          the Award Certificate or any special Plan document governing an Award, upon the
          termination of a person’s Continuous Status as a Participant by reason of
          death or Disability:  





	 	        (i)
               all of that Participant’s outstanding Options and SARs shall become
fully                exercisable, and shall thereafter remain exercisable for a period of
one                (1) year or until the earlier expiration of the original term of
the Option                or SAR;  








	 	        (ii)
               all time-based vesting restrictions on that Participant’s outstanding
               Awards shall lapse as of the date of termination; and  








	 	        (iii)
               the payout opportunities attainable under all of that Participant’s
               outstanding performance-based Awards shall be deemed to have been fully
earned                as of the date of termination as follows:  








	 	
(A)
            if the date of termination occurs during the first half of the applicable
          performance period, all relevant performance goals will be deemed to have been
          achieved at the “target” level, and  







	 	
(B)
            if the date of termination occurs during the second half of the applicable
          performance period, the actual level of achievement of all relevant performance
          goals against target will be measured as of the end of the calendar quarter
          immediately preceding the date of termination, and  







	 	
(C)
            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 hereof) based upon
the length           of time within the performance period that has elapsed prior to the
date of           termination.  








-17- 










        To
the extent that this provision causes Incentive Stock Options to exceed the dollar
limitation set forth in Code Section 422(d), the excess Options shall be deemed to be
Nonstatutory Stock Options. 




        14.5.
RETIREMENT. Except as otherwise provided in the Award Certificate or any
          special Plan document governing an Award, upon a Participant’s Retirement,
          all of his or her unvested Awards shall terminate as of the date of Retirement,
          and any vested Options or SARs held by the Participant as of the date of
          Retirement shall remain exercisable until the expiration of the original term
of           the Option or SAR. Notwithstanding the foregoing, the Committee may in its
sole           discretion at any time determine that, upon the Retirement of a
Participant, all           or a portion of such Participant’s Options, SARs and
other Awards in the           nature of rights that may be exercised shall become fully
or partially           exercisable, that all or a part of the restrictions on all or a
portion of the           Participant’s outstanding Awards shall lapse, and/or that
any           performance-based criteria with respect to any Awards held by that
Participant           shall be deemed to be wholly or partially satisfied, in each case,
as of such           date as the Committee may, in its sole discretion, declare. The
Committee may           discriminate among Participants and among Awards granted to a
Participant in           exercising its discretion pursuant to this Section 14.5. To
the extent           that, pursuant to this provision, any Incentive Stock Options are
exercised more           than three months after the date of termination, such Options
shall be deemed to           be Nonstatutory Stock Options.  





        14.6.
EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 14.6
          shall apply in the case of a Change in Control, unless otherwise provided in
the           Award Certificate or any special Plan document or separate agreement with a
          Participant governing an Award.  





	 	        (a)
Awards not Assumed or Substituted by Surviving Entity. Upon the
               occurrence of a Change in Control, and except with respect to any Awards
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:  









	 	        (i)               all
outstanding Options and SARs shall become fully exercisable, and shall
               thereafter remain exercisable or lapse as provided in the Plan or the
applicable                Award Certificate;  








	 	        (ii)                all
time-based vesting restrictions on outstanding Awards shall lapse as of the
               date of the Change in Control; and  








	 	        (iii)              the
payout opportunities attainable under all outstanding performance-based
               Awards shall be deemed to have been fully earned as of the effective date
of the                Change in Control as follows:  








	 	
(A)
            if the Change in Control occurs during the first half of the applicable
          performance period, all relevant performance goals will be deemed to have been
          achieved at the “target” level, and  







	 	
(B)
            if the Change in Control occurs during the second half of the applicable
          performance period, the actual level of achievement of all relevant performance
          goals against target will be measured as of the end of the calendar quarter
          immediately preceding the Change in Control, and  







-18- 










	 	
(C)
            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 hereof) based upon the length of time within the
          performance period that has elapsed prior to the date of the Change in Control.  







        To
the extent that this provision causes Incentive Stock Options to exceed the dollar
limitation set forth in Code Section 422(d), the excess Options shall be deemed to be
Nonstatutory Stock Options.   



	 	        (b)
Awards Assumed or Substituted by Surviving Entity. With respect to Awards
               assumed by the Surviving Entity or otherwise equitably converted or
substituted                in connection with a Change in Control: if within two years
after the effective                date of the Change in Control, a Participant’s
employment is terminated                without Cause or the Participant resigns for Good
Reason, then:  








	 	        (i)
               all of that Participant’s outstanding Options and SARs shall become
fully                exercisable, and shall thereafter remain exercisable for a period of
one                (1) year or until the earlier expiration of the original term of
the Option                or SAR;  








	 	        (ii)
               all time-based vesting restrictions on that Participant’s outstanding
               Awards shall lapse as of the date of termination; and  








	 	        (iii)
               the payout opportunities attainable under all of that Participant’s
               outstanding performance-based Awards shall be deemed to have been fully
earned                as of the date of termination as follows:  








	 	
(A)
            if the date of termination occurs during the first half of the applicable
          performance period, all relevant performance goals will be deemed to have been
          achieved at the “target” level, and  







	 	
(B)
            if the date of termination occurs during the second half of the applicable
          performance period, the actual level of achievement of all relevant performance
          goals against target will be measured as of the end of the calendar quarter
          immediately preceding the date of termination, and  







	 	
(C)
            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 hereof) based upon
the length           of time within the performance period that has elapsed prior to the
date of           termination.  








        With
regard to each Award, a Participant shall not be considered to have resigned for Good
Reason unless either (i) the Award Certificate includes such provision or
(ii) 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. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in Code
Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options. 





        14.7.
SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
          substitution for stock and stock-based awards held by employees of another
          entity who become employees of the Company or an Affiliate as a result of a
          merger or consolidation of the former employing entity with the Company or an
          Affiliate or the acquisition by the Company or an Affiliate of property or
stock           of the former employing corporation. The Committee may direct that the
          substitute awards be granted on such terms and conditions as the Committee
          considers appropriate in the circumstances.  














ARTICLE 15 
CHANGES IN CAPITAL
STRUCTURE 




        15.1.
MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction
          between the Company and its shareholders that causes the per-share value of the
          Stock to change (including, without limitation, any stock dividend, stock
split,           spin-off, rights offering, or large nonrecurring cash dividend), the
          authorization limits under Section 5.1 and 5.4 shall be adjusted
          proportionately, and the Committee shall make such adjustments to the Plan and
          Awards as it deems necessary, in its sole discretion, to prevent dilution or
          enlargement of rights immediately resulting from such transaction. Action by
the           Committee may include: (i) adjustment of the number and kind of shares
that           may be delivered under the Plan; (ii) adjustment of the number and
kind of           shares subject to outstanding Awards; (iii) adjustment of the
exercise           price of outstanding Awards or the measure to be used to determine the
amount of           the benefit payable on an Award; and (iv) any other adjustments
that the           Committee determines to be equitable. Without limiting the foregoing,
in the           event of a subdivision of the outstanding Stock (stock-split), a
declaration of           a dividend payable in Shares, or a combination or consolidation
of the           outstanding Stock into a lesser number of Shares, the authorization
limits under           Section 5.1 and 5.4 shall automatically be adjusted
proportionately, and           the Shares then subject to each Award shall automatically,
without the necessity           for any additional action by the Committee, be adjusted
proportionately without           any change in the aggregate purchase price therefor.  





        15.2.
DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any
          corporate event or transaction involving the Company (including, without
          limitation, any merger, reorganization, recapitalization, combination or
          exchange of shares, or any transaction described in Section 15.1), the
          Committee may, in its sole discretion, provide (i) that Awards will be
          settled in cash rather than Stock, (ii) that Awards will become
immediately           vested and exercisable and will expire after a designated period of
time to the           extent not then exercised, (iii) that Awards will be assumed
by another           party to a transaction or otherwise be equitably converted or
substituted in           connection with such transaction, (iv) that outstanding
Awards may be           settled by payment in cash or cash equivalents equal to the
excess of the Fair           Market Value of the underlying Stock, as of a specified date
associated with the           transaction, over the exercise price of the Award, (v) that
performance           targets and performance periods for Performance Awards will be
modified,           consistent with Code Section 162(m) where applicable, or (vi) any
          combination of the foregoing. The Committee’s determination need not be
          uniform and may be different for different Participants whether or not such
          Participants are similarly situated.  





        15.3.
GENERAL. Any discretionary adjustments made pursuant to this Article 15
          shall be subject to the provisions of Section 16.2. To the extent that any
          adjustments made pursuant to this Article 15 cause Incentive Stock Options to
          cease to qualify as Incentive Stock Options, such Options shall be deemed to be
          Nonstatutory Stock Options.  









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ARTICLE 16 
AMENDMENT,
MODIFICATION AND TERMINATION 




        16.1.
AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may,
          at any time and from time to time, amend, modify or terminate the Plan without
          shareholder approval; provided, however, that if an amendment to the Plan
would,           in the reasonable opinion of the Board or the Committee, either
          (i) materially increase the number of Shares available under the Plan,
          (ii) expand the types of awards under the Plan, (iii) materially
          expand the class of participants eligible to participate in the Plan,
          (iv) materially extend the term of the Plan, or (v) otherwise
          constitute a material change requiring shareholder approval under applicable
          laws, policies or regulations or the applicable listing or other requirements
of           an Exchange, then such amendment shall be subject to shareholder approval;
and           provided, further, that the Board or Committee may condition any other
amendment           or modification on the approval of shareholders of the Company for
any reason,           including by reason of such approval being necessary or deemed
advisable           (i) to comply with the listing or other requirements of an
Exchange, or           (ii) to satisfy any other tax, securities or other applicable
laws,           policies or regulations.  





        16.2.
AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
          Committee may amend, modify or terminate any outstanding Award without approval
          of the Participant; provided, however:   




	 	        (a)
               Subject to the terms of the applicable Award Certificate, such amendment,
               modification or termination shall not, without the Participant’s
consent,                reduce or diminish the value of such Award as of the date of such
action;  









	 	        (b)
               The original term of an Option or SAR may not be extended without the
prior                approval of the shareholders of the Company;  









	 	        (c)
               Except as otherwise provided in Section 15.1, the exercise price of
an                Option or SAR may not be reduced, directly or indirectly, without the
prior                approval of the shareholders of the Company; and  









	 	        (d)
               No termination, amendment, or modification of the Plan shall reduce or
diminish                the value of any Award previously granted under the Plan, without
the written                consent of the Participant affected thereby.  









        16.3.
COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any
          Award Certificate to the contrary, the Board may amend the Plan or an Award
          Certificate, to take effect retroactively or otherwise, as deemed necessary or
          advisable for the purpose of conforming the Plan or Award Certificate to any
          present or future law relating to plans of this or similar nature (including,
          but not limited to, Section 409A of the Code), and to the administrative
          regulations and rulings promulgated thereunder. By accepting an Award under
this           Plan, a Participant agrees to any amendment made pursuant to this
          Section 16.3 to any Award granted under the Plan without further
          consideration or action.  









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ARTICLE 17 
GENERAL PROVISIONS 




        17.1.
RIGHTS OF PARTICIPANTS.   




        (a)
          No Participant or any Eligible Participant shall have any claim to be granted
          any Award under the Plan. Neither the Company, its Affiliates nor the Committee
          is obligated to treat Participants or Eligible Participants uniformly, and
          determinations made under the Plan may be made by the Committee selectively
          among Eligible Participants who receive, or are eligible to receive, Awards
          (whether or not such Eligible Participants are similarly situated).  





        (b)
          Nothing in the Plan, any Award Certificate or any other document or statement
          made with respect to the Plan, shall interfere with or limit in any way the
          right of the Company or any Affiliate to terminate any Participant’s
          employment or status as an officer, or any Participant’s service as a
          director, at any time, nor confer upon any Participant any right to continue as
          an employee, officer, or director of the Company or any Affiliate, whether for
          the duration of a Participant’s Award or otherwise.  





        (c)
          Neither an Award nor any benefits arising under this Plan shall constitute an
          employment contract with the Company or any Affiliate and, accordingly, subject
          to Article 16, this Plan and the benefits hereunder may be terminated at any
          time in the sole and exclusive discretion of the Committee without giving rise
          to any liability on the part of the Company or an of its Affiliates.  





        (d)
          unless and until Shares are in fact issued to such person in connection with
          such Award.  





        17.2.
WITHHOLDING. The Company or any Affiliate shall have the authority and
          the right to deduct or withhold, or require a Participant to remit to the
          Company, an amount sufficient to satisfy federal, state, and local taxes
          (including the Participant’s FICA obligation) required by law to be
          withheld with respect to any exercise, lapse of restriction or other taxable
          event arising as a result of the Plan. With respect to withholding required
upon           any taxable event under the Plan, the Committee may, at the time the Award
is           granted or thereafter, require or permit that any such withholding
requirement           be satisfied, in whole or in part, by withholding from the Award
Shares having a           Fair Market Value on the date of withholding equal to the
minimum amount (and           not any greater amount) required to be withheld for tax
purposes, all in           accordance with such procedures as the Committee establishes.
All such elections           shall be subject to any restrictions or limitations that the
Committee, in its           sole discretion, deems appropriate.  





        17.3.
SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.   




        (a)
          Notwithstanding anything in the Plan or in any Award Certificate to the
          contrary, to the extent that 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 the Plan or any
          Award Certificate by reason of the occurrence of a Change in Control, or the
          Participant’s Disability or separation from service, such amount or
benefit           will not be payable or distributable to the Participant by reason of
such           circumstance unless (i) the circumstances giving rise to such Change
in           Control, Disability or separation from service meet any description or
          definition of “change in control event”, “disability” or
          “separation from service”, as the case may be, in Section 409A
of           the Code and applicable regulations (without giving effect to any elective
          provisions that may be available under such definition), or (ii) the
          payment or distribution of such amount or benefit would be exempt from the
          application of Section 409A of the Code by reason of the short-term
          deferral exemption or otherwise. This provision does not prohibit the vesting
of           any Award upon a Change in Control, Disability or separation from service,
          however defined. If this provision prevents the payment or distribution of any
          amount or benefit, such payment or distribution shall be made on the next
          earliest payment or distribution date or event specified in the Award
          Certificate that is permissible under Section 409A.  




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        (b)
          If any one or more Awards granted under the Plan to a Participant could qualify
          for any separation pay exemption described in Treas. Reg. Section
          1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit
          permitted for the separation pay exemptions, the Company (acting through the
          Committee or the General Counsel) shall determine which Awards or portions
          thereof will be subject to such exemptions.  




        (c)
          Notwithstanding anything in the Plan or in any Award Certificate 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 or any Award
Certificate           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 Committee 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):  




	 	        (i)
               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  







	 	        (ii)
               if the payment or distribution is payable over time, 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 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 any committee of the Board,
which shall be applied consistently with respect to all nonqualified deferred compensation
arrangements of the Company, including this Plan. 



        (d)
          Eligible Participants who are service providers to an Affiliate may be granted
          Options or SARs under this Plan only if the Affiliate qualifies as an
          “eligible issuer of service recipient stock” within the meaning of
          §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.  





        17.4.
UNFUNDED STATUS OF AWARDS. The Plan is intended to be an           “unfunded” plan
for incentive and deferred compensation. With respect           to any payments not yet
made to a Participant pursuant to an Award, nothing           contained in the Plan or
any Award Certificate shall give the Participant any           rights that are greater
than those of a general creditor of the Company or any           Affiliate. This Plan is
not intended to be subject to ERISA.  





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        17.5.
RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken
          into account in determining any benefits under any pension, retirement,
savings,           profit sharing, group insurance, welfare or benefit plan of the
Company or any           Affiliate unless provided otherwise in such other plan.  





        17.6.
EXPENSES. The expenses of administering the Plan shall be borne by the
          Company and its Affiliates.   




        17.7.
TITLES AND HEADINGS. The titles and headings of the Sections in the Plan
          are for convenience of reference only, and in the event of any conflict, the
          text of the Plan, rather than such titles or headings, shall control.  





        17.8.
GENDER AND NUMBER. Except where otherwise indicated by the context, any
          masculine term used herein also shall include the feminine; the plural shall
          include the singular and the singular shall include the plural.  





        17.9.
FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee
          shall determine, in its discretion, whether cash shall be given in lieu of
          fractional Shares or whether such fractional Shares shall be eliminated by
          rounding up or down.  





        17.10.
GOVERNMENT AND OTHER REGULATIONS.   




        (a)
          Notwithstanding any other provision of the Plan, no Participant who acquires
          Shares pursuant to the Plan may, during any period of time that such
Participant           is an affiliate of the Company (within the meaning of the rules and
regulations           of the Securities and Exchange Commission under the 1933 Act), sell
such Shares,           unless such offer and sale is made (i) pursuant to an
effective           registration statement under the 1933 Act, which is current and
includes the           Shares to be sold, or (ii) pursuant to an appropriate
exemption from the           registration requirement of the 1933 Act, such as that set
forth in Rule 144           promulgated under the 1933 Act.   




        (b)
          Notwithstanding any other provision of the Plan, if at any time the Committee
          shall determine that the registration, listing or qualification of the Shares
          covered by an Award upon any Exchange or under any foreign, federal, state or
          local law or practice, or the consent or approval of any governmental
regulatory           body, is necessary or desirable as a condition of, or in connection
with, the           granting of such Award or the purchase or receipt of Shares
thereunder, no           Shares may be purchased, delivered or received pursuant to such
Award unless and           until such registration, listing, qualification, consent or
approval shall have           been effected or obtained free of any condition not
acceptable to the Committee.           Any Participant receiving or purchasing Shares
pursuant to an Award shall make           such representations and agreements and furnish
such information as the           Committee may request to assure compliance with the
foregoing or any other           applicable legal requirements. The Company shall not be
required to issue or           deliver any certificate or certificates for Shares under
the Plan prior to the           Committee’s determination that all related
requirements have been           fulfilled. The Company shall in no event be obligated to
register any securities           pursuant to the 1933 Act or applicable state or foreign
law or to take any other           action in order to cause the issuance and delivery of
such certificates to           comply with any such law, regulation or requirement.  





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        17.11.
GOVERNING LAW. To the extent not governed by federal law, the Plan and
          all Award Certificates shall be construed in accordance with and governed by
the           internal laws of the State of Wisconsin.  





        17.12.
ADDITIONAL PROVISIONS. Each Award Certificate may contain such other
          terms and conditions as the Committee may determine; provided that such other
          terms and conditions are not inconsistent with the provisions of the Plan.  





        17.13.
NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in
          any way affect the right or power of the Company to make adjustments,
          reclassification or changes in its capital or business structure or to merge,
          consolidate, dissolve, liquidate, sell or transfer all or any part of its
          business or assets. The Plan shall not restrict the authority of the Company,
          for proper corporate purposes, to draft or assume awards, other than under the
          Plan, to or with respect to any person. If the Committee so directs, the
Company           may issue or transfer Shares to an Affiliate, for such lawful
consideration as           the Committee may specify, upon the condition or understanding
that the           Affiliate will transfer such Shares to a Participant in accordance
with the           terms of an Award granted to such Participant and specified by the
Committee           pursuant to the provisions of the Plan.  





        17.14.
INDEMNIFICATION. Each person who is or shall have been a member of the
          Committee, or of the Board, shall be indemnified and held harmless by the
          Company against and from any loss, cost, liability, or expense that may be
          imposed upon or reasonably incurred by him or her in connection with or
          resulting from any claim, action, suit, or proceeding to which he or she may be
          a party or in which he or she may be involved by reason of any action taken or
          failure to act under the Plan and against and from any and all amounts paid by
          him or her in settlement thereof, with the Company’s approval, or paid by
          him or her in satisfaction of any judgment in any such action, suit, or
          proceeding against him or her, provided he or she shall give the Company an
          opportunity, at its own expense, to handle and defend the same before he or she
          undertakes to handle and defend it on his or her own behalf, unless such loss,
          cost, liability, or expense is a result of his or her own willful misconduct or
          except as expressly provided by statute. The foregoing right of indemnification
          shall not be exclusive of any other rights of indemnification to which such
          persons may be entitled under the Company’s charter or bylaws, as a matter
          of law, or otherwise, or any power that the Company may have to indemnify them
          or hold them harmless.  









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