Exhibit 10.5 



     _________________ 



CHANGE IN CONTROL
AGREEMENT 



BETWEEN 



DOUGLAS G. KIEL 



AND 



JOURNAL
COMMUNICATIONS, INC. 



     












CHANGE IN CONTROL
AGREEMENT 


	1.   Certain Definitions	1
	2.   Change in Control	1
	3.   Employment Period	3
	4.   Terms of Employment	4
	         (a)  Position and Duties	4
	         (b)  Compensation	4
	5.   Termination of Employment	6
	         (a)  Death or Disability	6
	         (b)   Cause	6
	         (c)  Good Reason	7
	6.   Obligations of the Company upon Termination	7
	         (a)  Termination by Executive for Good Reason; Termination by the
                Company Other Than for Cause or Disability	7
	         (b)  Death or Disability	9
	         (c)  Cause; Other than Good Reason	9
	         (d)  Expiration of Employment Period	9
	7.   Non-exclusivity of Rights	10
	8.   Full Settlement; No Mitigation	10
	9.   Costs of Enforcement	10
	10.   Limitation of Benefits	10
	11.   Restrictions on Conduct of Executive	11
	12.   Arbitration	14
	13.   Successors	15
	14.   Miscellaneous	16
	         (a)  Governing Law	16
	         (b)  Captions	16
	         (c)  Amendments	16
	         (d)  Notices	16
	         (e)  Severability	16
	         (f)  Withholding	16













	 	 
	         (g)  Waivers	16
	         (h)  Status Before and After Effective Date	17
	15.   Code Section 409A	17



















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CHANGE IN CONTROL AGREEMENT 



        AGREEMENT
by and between Journal Communications, Inc., a Wisconsin corporation (the
“Company”) and Douglas G. Kiel (“Executive”), originally dated as of
the 29th day of January, 2007, as amended and restated as of December 8, 2007. 



        The
Board of Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its shareholders to assure that the Company will have
the continued dedication of Executive, notwithstanding the possibility, threat or
occurrence of a Change in Control (as defined below) of the Company. The Board believes it
is imperative to diminish the inevitable distraction of Executive by virtue of the
personal uncertainties and risks created by a pending or threatened Change in Control and
to encourage Executive’s full attention and dedication to the Company currently and
in the event of any threatened or pending Change in Control, and to provide Executive with
compensation and benefits arrangements upon a Change in Control which ensure that the
compensation and benefits expectations of Executive will be satisfied and which are
competitive with those of other corporations. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement. 



        NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 



        1.                 Certain
Definitions.  




            (a)                 The
“Effective Date” shall mean the first date during the Change in
          Control Period (as defined in Section l(b)) on which a Change in Control (as
          defined in Section 2) occurs. Anything in this Agreement to the contrary
          notwithstanding, if Executive’s employment with the Company is terminated,
          and if it is reasonably demonstrated by Executive that such termination of
          employment (i) was at the request of a third party who has taken steps
          reasonably calculated to effect a Change in Control or (ii) otherwise arose in
          connection with or anticipation of a Change in Control, then for all purposes
of           this Agreement the “Effective Date” shall mean the date
immediately           prior to the date of such termination of employment.  




            (b)                 The
“Change in Control Period” shall mean the period commencing on the
          date hereof and ending on the second anniversary of the date hereof; provided,
however, that commencing on the date one year after the date           hereof, and on
each annual anniversary of such date (such date and each annual           anniversary
thereof shall be hereinafter referred to as the “Renewal           Date”),
unless previously terminated, the Change in Control Period shall be
          automatically extended so as to terminate two years from such Renewal Date,
          unless at least 60 days prior to the Renewal Date the Company shall give notice
          to Executive that the Change in Control Period shall not be so extended.  




        2.                 Change
in Control For the purposes of this Agreement, a “Change in           Control” shall
mean the occurrence of any of the following events:  













	 	        (a)                      individuals
who, on the date of this Agreement, constitute the Board of                Directors of
the Company (the “Incumbent Directors”) cease for any                reason to
constitute at least a majority of such Board, provided that any person
               becoming a director after the date of this Agreement 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” (such term for purposes
of this                definition being as defined in Section 3(a)(9) of the Securities
Exchange Act of                1934 (the “1934 Act”) and as used in Section
13(d)(3) and 14(d)(2) of                the 1934 Act) 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  








	 	        (b)                      any
Person becomes a “Beneficial Owner” (such term for purposes of
               this definition being as defined in Rule 13d-3 under the 1934 Act),
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 (b), the following acquisitions shall not constitute a
Change in                Control: (v) an acquisition directly from the Company, (w) an
acquisition by the                Company or a subsidiary of the Company (a “Subsidiary”),
(x) an                acquisition by any employee benefit plan (or related trust)
sponsored or                maintained by the Company or any Subsidiary, (y) 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 (z) an acquisition pursuant to a                Non-Qualifying Transaction
(as defined in subsection (d) below); or  







	 	        (c)                      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
(c), an acquisition                directly from the Company shall not constitute a
Change in Control; or  







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	 	        (d)                      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  










	 	        (e)                      approval
by the shareholders of the Company of a complete liquidation or
               dissolution of the Company; or  







	 	        (f)                      during
such time as Executive’s primary responsibilities are with the
               broadcast segment of the Company’s business (the “Broadcast
               Group”): the sale of all or substantially all of the assets of the
               Broadcast Group to an unrelated entity; (ii) the sale of all of the
outstanding                voting securities of an entity holding all or substantially
all of the assets of                the Broadcast Group, currently consisting of Journal
Broadcast Corporation (as                such entity may now or hereafter be configured,
the “Broadcast Group                Entity”) to an unrelated entity; or (iii)
the merger or consolidation of                the Broadcast Group Entity into an
unrelated entity. For purposes of this                subsection (f), an “unrelated
entity” is an entity (A) with respect to                which more than fifty
percent (50%) of such entity is not owned, directly or                indirectly, by the
Company or any of its majority-owned Subsidiaries immediately                prior to the
time of the determination of whether there has occurred a Change in
               Control; or (B) which is not an employee benefit plan (or related trust)
of the                Company or any of its majority-owned Subsidiaries.  







        3.                 Employment
Period. The Company hereby agrees to continue Executive in its           employ, and
Executive hereby agrees to remain in the employ of the Company           subject to the
terms and conditions of this Agreement, for the period commencing           on the
Effective Date and ending on the second anniversary of such date (the           “Employment
Period”).  




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        4.                 Terms
of Employment.  




            (a)                 Position
and Duties.  




                (i)                 During
the Employment Period, (A) Executive’s position (including status,
          offices, titles and reporting requirements), authority, duties and
          responsibilities shall be at least commensurate in all material respects with
          the most significant of those held, exercised and assigned at any time during
          the 120-day period immediately preceding the Effective Date and (B)
          Executive’s services shall be performed at the location where Executive
was           employed immediately preceding the Effective Date or any office or location
less           than 35 miles from such location.  




                (ii)                 During
the Employment Period, and excluding any periods of vacation and sick           leave to
which Executive is entitled, Executive shall devote substantially all           of his
business time, attention and effort to the business and affairs of the           Company
and its affiliates and, to the extent necessary to discharge the
          responsibilities assigned to Executive under this Agreement, use
          Executive’s reasonable best efforts to carry out such responsibilities
          faithfully and efficiently. It shall not be considered a violation of the
          foregoing for Executive to serve on corporate, industry, civic or charitable
          boards or committees, so long as such activities do not significantly interfere
          with the performance of Executive’s responsibilities as an employee of the
          Company and its affiliates in accordance with this Agreement. It is expressly
          understood and agreed that to the extent that any such activities have been
          conducted by Executive prior to the Effective Date, the continued conduct of
          such activities (or the conduct of activities similar in nature and scope
          thereto) subsequent to the Effective Date shall not thereafter be deemed to
          interfere with the performance of Executive’s responsibilities to the
          Company.  




            (b)       Compensation.  




                (i)                 Base
Salary. During the Employment Period, Executive shall receive an annual           base
salary (“Annual Base Salary”) at a rate at least equal to the           rate of
base salary in effect on the date of this Agreement or, if greater, on           the
Effective Date, paid or payable (including any base salary which has been
          earned but deferred) to Executive by the Company and its affiliated companies.
          The Annual Base Salary shall be payable in accordance with the Company’s
          regular payroll practice for its senior executives, as in effect from time to
          time. During the Employment Period, the Annual Base Salary shall be reviewed
for           possible increase no more than 12 months after the last salary increase
awarded           to Executive prior to the Effective Date and thereafter at least
annually. Any           increase in the Annual Base Salary shall not limit or reduce any
other           obligation of the Company under this Agreement. The Annual Base Salary
shall not           be reduced after any such increase, and the term “Annual Base
Salary”          shall thereafter refer to the Annual Base Salary as so increased.
As used in           this Agreement, the term “affiliated companies” shall
include any           company controlled by, controlling or under common control with the
Company.  





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                (ii)                 Annual
Bonus. In addition to Annual Base Salary, Executive shall be provided,           for each
fiscal year ending during the Employment Period, an annual bonus           opportunity at
least equal to Executive’s highest bonus opportunity under           the Company’s
Annual Management Incentive Plan, or any comparable bonus           opportunity under any
predecessor or successor plans, for the last full fiscal           year prior to the
Effective Date (annualized in the event that Executive was not           employed by the
Company for the whole of such fiscal year).  




                (iii)                 Incentive,
Savings and Retirement Plans. Without limiting the foregoing, during           the
Employment Period, Executive shall be entitled to participate in all           applicable
incentive, savings and retirement plans, practices, policies and           programs
applicable generally to other senior executives of the Company and its
          affiliated companies (“Peer Executives”), but in no event shall such
          plans, practices, policies and programs provide Executive with incentive
          opportunities (measured with respect to both regular and special incentive
          opportunities, to the extent, if any, that such distinction is applicable),
          savings opportunities and retirement benefit opportunities, in each case, less
          favorable, in the aggregate, than the most favorable of those provided by the
          Company and its affiliated companies for Executive under such plans, practices,
          policies and programs as in effect at any time during the 120-day period
          immediately preceding the Effective Date or if more favorable to Executive,
          those provided generally at any time after the Effective Date to Peer
          Executives.  




                (iv)                 Welfare
Benefit Plans. During the Employment Period, Executive and/or           Executive’s
eligible dependents, as the case may be, shall be eligible for           participation in
and shall receive all benefits under welfare benefit plans,           practices, policies
and programs provided by the Company and its affiliated           companies (including,
without limitation, medical, prescription, dental,           disability, employee life,
group life, accidental death and travel accident           insurance plans and programs)
to the extent applicable generally to Peer           Executives, but in no event shall
such plans, practices, policies and programs           provide Executive with benefits
which are less favorable, in the aggregate, than           the most favorable of such
plans, practices, policies and programs in effect for           Executive at any time
during the 120-day period immediately preceding the           Effective Date or, if more
favorable to Executive, those provided generally at           any time after the
Effective Date to Peer Executives.  




                (v)                 Expenses.
During the Employment Period, Executive shall be entitled to receive           prompt
reimbursement for all reasonable expenses incurred by Executive in           accordance
with the most favorable policies, practices and procedures of the           Company and
its affiliated companies in effect for Executive at any time during           the 120-day
period immediately preceding the Effective Date or, if more           favorable to
Executive, as in effect generally at any time thereafter with           respect to Peer
Executives.  




                (vi)                 Fringe
Benefits and Perquisites. During the Employment Period, Executive shall           be
entitled to fringe benefits and perquisites in accordance with the most
          favorable plans, practices, programs and policies of the Company and its
          affiliated companies in effect for Executive at any time during the 120-day
          period immediately preceding the Effective Date or, if more favorable to
          Executive, as in effect generally at any time thereafter with respect to Peer
          Executives.  





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                (vii)                 Vacation.
During the Employment Period, Executive shall be entitled to paid           vacation in
accordance with the most favorable plans, policies, programs and           practices of
the Company and its affiliated companies as in effect for Executive           at any time
during the 120-day period immediately preceding the Effective Date           or, if more
favorable to Executive, as in effect generally at any time           thereafter with
respect to Peer Executives.  




        5.                 Termination
of Employment.  




            (a)                 Death
or Disability. Executive’s employment shall terminate automatically           upon
Executive’s death during the Employment Period. If the Company           determines
in good faith that the Disability of Executive has occurred during           the
Employment Period (pursuant to the definition of Disability set forth           below),
it may give to Executive written notice of its intention to terminate           Executive’s
employment. In such event, Executive’s employment with the           Company shall
terminate effective on the 30th day after receipt of such written           notice by
Executive (the “Disability Effective Date”), provided that,           within
the 30 days after such receipt, Executive shall not have returned to           full-time
performance of Executive’s duties. For purposes of this           Agreement, “Disability” shall
mean the inability of Executive, as           determined by the Board, to perform the
essential functions of his regular           duties and responsibilities, with or without
reasonable accommodation, due to a           medically determinable physical or mental
illness which has lasted (or can           reasonably be expected to last) for a period
of six consecutive months. At the           request of Executive or his personal
representative, the Board’s           determination that the Disability of Executive
has occurred shall be certified           by two physicians mutually agreed upon by
Executive, or his personal           representative, and the Company. If Executive
requests such independent           certification of the Board’s determination and
either (i) the Company does           not seek such independent certification, or (ii)
the two physicians do not           certify the Board’s determination of Executive’s
Disability, then,           Executive’s termination shall be deemed a termination by
the Company           without Cause and not a termination by reason of his Disability.  




            (b)                 Cause.
The Company may terminate Executive’s employment during the           Employment
Period for Cause or without Cause. For purposes of this Agreement, a
          termination shall be considered to be for “Cause” if it occurs in
          conjunction with a determination by the Board that Executive has committed or
          engaged in either (i) any act that constitutes, on the part of Executive,
fraud,           dishonesty, breach of fiduciary duty, misappropriation, embezzlement or
gross           misfeasance of duty; (ii) willful disregard of published Company policies
and           procedures or codes of ethics; or (iii) conduct by Executive in his office
with           the Company that is grossly inappropriate and demonstrably likely to lead
to           material injury to the Company, as determined by the Board acting reasonably
and           in good faith; provided, that in the case of (ii) or (iii) above, such
conduct           shall not constitute “Cause” unless the Board shall have
delivered to           Executive notice setting forth with specificity (A) the conduct
deemed to           qualify as “Cause”, (B) reasonable action that would remedy
such           objection, and (C) a reasonable time (not less than 30 days) within which
          Executive may take such remedial action, and Executive shall not have taken
such           specified remedial action within the specified time.  





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            (c)                 Good
Reason. Executive’s employment may be terminated by Executive for Good
          Reason or without Good Reason. For purposes of this Agreement, “Good
          Reason” shall mean:  




                (i)                 the
assignment to Executive of any duties inconsistent in any material respect           with
Executive’s position (including status, offices, titles and reporting
          requirements), authority, duties or responsibilities as contemplated by Section
          4(a) of this Agreement, or any other action by the Company that results in a
          material diminution in Executive’s position, authority, duties or
          responsibilities, other than an isolated, insubstantial and inadvertent action
          that is not taken in bad faith and is remedied by the Company promptly after
          receipt of notice thereof from Executive;   




                (ii)                 any
failure by the Company to comply with any provision of Section 4(b) of this
          Agreement, other than an isolated, insubstantial and inadvertent failure that
is           not taken in bad faith and is remedied by the Company promptly after receipt
of           notice thereof from Executive;   




                (iii)                 any
failure by the Company to comply with and satisfy Section 13(c) of this
          Agreement; or   




                (iv)                 any
other substantial breach of this Agreement by the Company that either is not
          taken in good faith or is not remedied by the Company promptly after receipt of
          notice thereof from Executive.  




        A
termination of employment by Executive for Good Reason shall be effectuated by giving the
Company written notice (“Notice of Termination for Good Reason”) of the
termination within 120 days after the event constituting Good Reason, setting forth in
reasonable detail the specific conduct of the Company that constitutes Good Reason and
the specific provisions of this Agreement on which Executive relies. A termination of
employment by Executive for Good Reason shall be effective on the fifth business day
following the date when the Notice of Termination for Good Reason is given, unless the
notice sets forth a later date (which date shall in no event be later than thirty (30)
days after the notice is given).  




        6.                 Obligations
of the Company upon Termination.  




            (a)                 Termination
by Executive for Good Reason; Termination by the Company Other Than           for Cause
or Disability. If, during the Employment Period, the Company           shall
terminate Executive’s employment other than for Cause or Disability,           or
Executive shall terminate employment for Good Reason by giving notice during
          the 120-day period following the occurrence of the event described in Section
          5(c) giving rise to Good Reason:  




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                (i)                 the
Company shall pay to Executive in a lump sum in cash, within 30 days after           the
date of termination, his Annual Base Salary through the date of termination           to
the extent not theretofore paid (the “Accrued Obligations”); and  




                (ii)                 the
Company shall pay to Executive in a lump sum in cash upon the earlier of (a)           a
date no later than 30 days after Executive’s death, or (b) the first day
          of the seventh month following Executive’s “separation from
          service” as defined in Section 409A of the Internal Revenue Code of
          1986 (the “Code”) and applicable regulations, without giving effect
to           any elective provisions that may be available under such definition
          (“Separation from Service”) the aggregate of the following amounts:  




                    A.                 the
product of (x) Executive’s target annual incentive bonus for the year           in
which the date of termination occurs (“Target Annual Bonus”) and           (y)
a fraction, the numerator of which is the number of days in the current           fiscal
year through the date of termination, and the denominator of which is 365           (the
“Prorata Current Year Bonus”); and  




                    B.                 a
severance payment equal to 200% times the sum of Executive’s Annual Base Salary and
Target Annual Bonus; and  







                (iii)                 the
Company shall continue to provide, for 24 months after Executive’s date           of
termination (the “Welfare Benefits Continuation Period”), or such
          longer period as may be provided by the terms of the appropriate plan, program,
          practice or policy, any group health benefits to which Executive and/or
          Executive’s eligible dependents would otherwise be entitled to continue
          under COBRA, or benefits substantially equivalent to those group health
benefits           which would have been provided to them in accordance with the Welfare
Plans           described in Section 4(b)(iv) of this Agreement if Executive’s
employment           had not been terminated, provided, however, that (A) if
Executive becomes           employed with another employer (including self-employment)
and receives group           health benefits under another employer provided plan, the
Company’s           obligation to provide group health benefits described herein
shall cease, except           as otherwise provided by law; (B) the Welfare Benefits
Continuation Period shall           run concurrently with any period for which Executive
is eligible to elect health           coverage under COBRA; (C) for all months after the
initial 18 months of the           Welfare Benefits Continuation Period, the applicable
monthly COBRA premium for           such group health benefits, determined in accordance
with Code Section 4980B and           the regulations thereunder, shall be reimbursed to
Executive by the Company as           taxable compensation by including such amount in
Executive’s income in           accordance with applicable rules and regulations;
(D) during the Welfare           Benefits Continuation Period, the benefits provided in
any one calendar year           shall not affect the amount of benefits provided in any
other calendar year; (E)           the reimbursement of an eligible taxable expense shall
be made on or before           December 31 of the year following the year in which the
expense was incurred;           and (F) Executive’s rights pursuant to this Section
6(a)(iii) shall not be           subject to liquidation or exchange for another benefit;
and  





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                (iv)                 all
of Executive’s equity or incentive awards outstanding on the date of
          termination shall be treated as follows: (x) all time-based restrictions on
          awards of restricted stock or unit awards shall lapse as of the date of
          termination, (y) each such option shall be fully vested and exercisable as of
          the date of termination and shall remain in effect and exercisable through the
          end of its original term, without regard to the termination of Executive’s
          employment; and (z) any performance shares or units shall be governed by the
          terms and conditions of the Company’s long-term incentive plan under which
          they were awarded; and  




                (v)                 to
the extent not theretofore paid or provided, the Company shall timely pay or
          provide to Executive any other amounts or benefits required to be paid or
          provided or which Executive is eligible to receive under any plan, program,
          policy or practice or contract or agreement of the Company and its affiliated
          companies (such other amounts and benefits shall be hereinafter referred to as
          the “Other Benefits”).  




            (b)       Death
or Disability. If Executive’s employment is terminated by           reason of
Executive’s death or Disability during the Employment Period,           this
Agreement shall terminate without further obligations to Executive or           Executive’s
legal representatives under this Agreement, other than for           payment of Accrued
Obligations and the Prorata Current Year Bonus and the timely           payment or
provision of Other Benefits. Accrued Obligations shall be paid to           Executive or
Executive’s estate or beneficiary, as applicable, in a lump           sum in cash
within 30 days of the date of termination. The Prorata Current Year           Bonus shall
be paid to Executive or Executive’s estate or beneficiary, as           applicable,
in a lump sum in cash upon the earlier of (i) a date no later than           30 days
after Executive’s death, or (ii) the first day of the seventh month
          following Executive’s Separation from Service. With respect to the
          provision of Other Benefits, the term Other Benefits as used in this Section
          6(b) shall include without limitation, and Executive or Executive’s estate
          and/or beneficiaries shall be entitled to receive, benefits under such plans,
          programs, practices and policies relating to death or disability benefits, if
          any, as are applicable to Executive on the date of termination.  




            (c)       Cause;
Other than for Good Reason. If Executive’s employment shall           be
terminated for Cause, or if Executive voluntarily terminates employment other
          than for Good Reason, during the Employment Period, this Agreement shall
          terminate without further obligations to Executive other than for payment of
          Accrued Obligations and the timely payment or provision of Other Benefits.  




            (d)       Expiration
of Employment Period. If Executive’s employment shall be           terminated
due to the normal expiration of the Employment Period, this Agreement           shall
terminate without further obligations to Executive, other than for payment           of
Accrued Obligations and the timely payment or provision of Other Benefits.  





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        7.       Non-exclusivity
of Rights. Nothing in this Agreement shall prevent or           limit Executive’s
continuing or future participation in any employee           benefit plan, program,
policy or practice provided by Parent or its affiliated           companies and for which
Executive may qualify, except as specifically provided           herein. Amounts that are
vested benefits or which Executive is otherwise           entitled to receive under any
plan, policy, practice or program of the Company           or any of its affiliated
companies at or subsequent to the date of termination           shall be payable in
accordance with such plan, policy, practice or program           except as explicitly
modified by this Agreement.  




        8.       Full
Settlement; No Mitigation. The Company’s obligation to make the
          payments provided for in this Agreement and otherwise to perform its
obligations           hereunder shall not be affected by any set-off, counterclaim,
recoupment,           defense or other claim, right or action which the Company may have
against           Executive or others. In no event shall Executive be obligated to seek
other           employment or take any other action by way of mitigation of the amounts
payable           to Executive under any of the provisions of this Agreement and such
amounts           shall not be reduced whether or not Executive obtains other employment.  




        9.       Costs
of Enforcement. The Company shall reimburse Executive, on a current           basis,
up to $200,000 per year (not to exceed two years) for reasonable legal           fees and
related expenses incurred by Executive in connection with this           Agreement,
including without limitation, (i) such fees and expenses, if any,           incurred by
Executive in connection with any tax audit or proceeding to the           extent
attributable to the application of Section 4999 of the Code to any           payment or
benefit hereunder, or (ii) such fees and expenses, if any, incurred           by
Executive in contesting or disputing any termination of Executive’s
          employment, or Executive’s seeking to obtain or enforce any right or
          benefit provided by this Agreement, in each case, regardless of whether or not
          Executive’s claim is upheld by an arbitral panel or a court of competent
          jurisdiction; provided, however, Executive shall be required to repay to
          the Company any such amounts to the extent that an arbitral panel or a court
          issues a final and non-appealable order, judgment, decree or award setting
forth           the determination that the position taken by Executive was frivolous or
advanced           by Executive in bad faith. The amount reimbursable by the Company
under this           Section 9 in any one calendar year shall not affect the amount
reimbursable in           any other calendar year, and the reimbursement of an eligible
expense shall be           made within five business days after delivery of Executive’s
respective           written requests for payment accompanied with such evidence of fees
and expenses           incurred as the Company reasonably may require, but in any event
no later than           December 31 of the year after the year in which the expense was
incurred.           Executive’s rights pursuant to this Section 9 shall expire at
the end of           five years after the date of termination and shall not be subject to
liquidation           or exchange for another benefit.  




        10.       Limitation
of Benefits.  




            (a)                 Notwithstanding
anything in this Agreement to the contrary, in the event it           shall be determined
that any benefit, payment or distribution by the Company to           or for the benefit
of Executive (whether payable or distributable pursuant to           the terms of this
Agreement or otherwise) (such benefits, payments or           distributions are
hereinafter referred to as “Payments”) would, if           paid, be subject to
the excise tax (the “Excise Tax”) imposed by           Section 4999 of the
Code, then the aggregate present value of the Payments shall           be reduced (but
not below zero) to an amount expressed in present value that           maximizes the
aggregate present value of the Payments without causing the           Payments or any
part thereof to be subject to the Excise Tax and therefore           nondeductible by the
Company because of Section 280G of the Code (the           “Reduced Amount”).
For purposes of this Section 10, present value           shall be determined in
accordance with Section 280G(d)(4) of the Code. In the           event, after the
exhaustion of all remedies, it is necessary to reduce the           Payments, Executive
shall direct which Payments are to be modified or reduced.  





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            (b)                 All
determinations required to be made under this Section 10, including whether           an
Excise Tax would otherwise be imposed, whether the Payments shall be reduced,
          the amount of the Reduced Amount, and the assumptions to be utilized in
arriving           at such determinations, shall be made by an independent, nationally
recognized           accounting firm or compensation consulting firm mutually acceptable
to the           Company and Executive (the “Determination Firm”) which shall
provide           detailed supporting calculations both to the Company and Executive
within 15           business days of the receipt of notice from Executive that a Payment
is due to           be made, or such earlier time as is requested by the Company. All
fees and           expenses of the Determination Firm shall be borne solely by the
Company. Any           determination by the Determination Firm shall be binding upon the
Company and           Executive. As a result of the uncertainty in the application of
Section 4999 of           the Code at the time of the initial determination by the
Determination Firm           hereunder, it is possible that Payments hereunder will have
been unnecessarily           limited by this Section 10 (“Underpayment”),
consistent with the           calculations required to be made hereunder. The
Determination Firm shall           determine the amount of the Underpayment that has
occurred and any such           Underpayment shall be promptly paid by the Company to or
for the benefit of           Executive together with interest at the applicable Federal
rate provided for in           Section 7872(f)(2) of the Code, but no later than December
31 of the year after           the year in which the Underpayment is determined to exist.  




            (c)                 In
the event that the provisions of Code Section 280G and 4999 or any successor
          provisions are repealed without succession, this Section 10 shall be of no
          further force or effect.  




        11.       Restrictions
on Conduct of Executive.  




            (a)                 For
purposes of this Section 11, the following definitions apply:  




                (i)                 “Company” means
the Company and/or any one or more of its affiliates           that were within Executive’s
management responsibility, including the           responsibility of personnel reporting
to Executive, at any time within two (2)           years prior to Executive’s
termination.  




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                (ii)                 “Confidential
Information” means information of the Company that meets           one or more of
the following three conditions: (i) it has not been made           available generally to
the public or to the trade or industry by the Company or           by another with the
Company’s consent; (ii) it is related to, and useful or           valuable in, the
current or anticipated business of the Company and its value           could be
diminished by unauthorized disclosure or use; or (iii) it either has           been
identified as confidential to Executive by the Company (orally or in           writing)
or it has been maintained as confidential from outside parties or is           recognized
as intended for internal disclosure only. Confidential Information           includes but
is not limited to strategic and other business plans and budgets,           non-public
financial data and forecasts, know-how, research and development           programs,
personnel information (including information about the identity,
          responsibilities, competence, compensation and satisfaction of the
          Company’s employees), information about planned or pending acquisitions or
          divestitures, sales methods, customer lists, customer usages and requirements,
          customer purchase histories, marketing programs, computer programs and other
          confidential technical or business information or data.  





                (iii)                 “Trade
Secret” means information of the Company, including a formula,           pattern,
compilation, program, device, method, technique or process, that           derives
independent economic value, actual or potential, from not being           generally known
to, and not being readily ascertainable by proper means by,           other persons who
can obtain economic value from its disclosure or use, and that           is the subject
of efforts to maintain its secrecy that are reasonable under the           circumstances.  





            (b)                 During
employment with the Company, including employment prior to the Effective           Date,
Executive shall preserve and protect Confidential Information from           unauthorized
use or disclosure, and for a period of two (2) years after           termination of such
employment, Executive shall not use or disclose any           Confidential Information in
connection with or to benefit any person, company or           other enterprise
(including Executive) which is engaged in or is planning to           become engaged in
direct competition with the Company in any state of the United           States of
America where, at the time this Agreement is to be enforced, the           Company is
engaged, or has demonstrable plans to engage that were known to           Executive
during employment, in substantial business activities.  





            (c)                 During
employment with the Company, including employment prior to the Effective           Date,
Executive shall preserve and protect Trade Secrets from unauthorized use           or
disclosure, and after termination of such employment, Executive shall not use
          or disclose any Trade Secret indefinitely, or for so long as that Trade Secret
          remains a Trade Secret under applicable law.  





            (d)                 The
provisions of this Section 11(d) shall not apply: (i) if a Change in Control
          has not occurred, or (ii) if within 30 days after having received notice from
          the Company that a Change in Control has occurred, Executive shall have
          irrevocably waived his right to payments and benefits under Sections
          6(a)(ii)(A), 6(a)(ii)(B), 6(a)(iii) and 6(a)(iv) of this Agreement (but not his
          rights to receive Accrued Obligations or Other Benefits, as defined in Sections
          6(a)(i) and 6(a)(v)). If this Section 11(d) applies, Executive agrees that, at
          all times during the Employment Period, and for a period ending two (2) years
          following the date of termination of his employment for any reason, Executive
          will not directly or indirectly, participate in or assist in, the organization,
          planning, preparation, ownership, financing, management, operation or control,
          nor have any beneficial interest in more than 5% of the equity, of any
          corporation, partnership, association or other person or entity which directly
          competes or is planning to directly compete with the Company with respect to
the           operations of the Company that were within Executive’s management
          responsibility, including the responsibility of personnel reporting to
          Executive, at any time within two (2) years prior to Executive’s
          termination (“Competitive Business”), if:   




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                (i)                 said
Competitive Business would utilize Executive’s services for the           benefit of
any broadcast, cable, print or other mass communications media           operations
serving any of the following markets: Milwaukee, Wisconsin; Las           Vegas, Nevada;
Ft. Meyers, Florida; Omaha, Nebraska; or Tuscon, Arizona where,           during two (2)
years preceding Executive’s termination and at the time this           Agreement is
to be enforced, the Company is engaged, or has demonstrable plans           to engage
that were known to Executive during employment, in broadcast, cable,           print or
other mass communications media operations; and  




                (ii)                 Confidential
Information acquired by Executive during the two (2) years           preceding Executive’s
termination would reasonably be expected to be useful           to the performance of
Executive’s duties in such employment.   




            (e)                 Executive
acknowledges that a duty of loyalty to the Company and a duty to           protect the
Company’s confidential information are imposed upon Executive           by law,
including section 134.90 of the Wisconsin Statutes.  





            (f)                 Regardless
of whether a Change in Control shall have occurred and regardless of           any waiver
of severance payment and benefits, for a period of two (2) years           following the
date of termination of his employment, Executive agrees not to           solicit or
induce, or to assist anyone else in soliciting or inducing, directly           or
indirectly, any employee of the Company who was supervised by Executive, or
          about whom Executive obtained any Confidential Information, during the last two
          (2) years of Executive’s employment by the Company, to terminate their
          employment with the Company or to accept employment with a Competitive
Business.           This provision is not intended to restrict the employment
opportunities of any           employees of the Company who seek employment with a
Competitive Business without           any solicitation or inducement by Executive.   




            (g)                 Executive
acknowledges that the Company has disclosed that the Company is now,           and may be
in the future, subject to duties to third parties to maintain           information in
confidence and secrecy. By executing this Agreement, Executive           consents to be
bound by any such duty owed by the Company to any third party.  





            (h)                 At
the date of termination, or at any time upon the Company’s request,
          Executive shall deliver to the Company the original and all copies of all
          documents, records and property of any nature whatsoever which are in
          Executive’s possession or control and which are the property of the
Company           or which relate to the business activities, facilities or customers of
the           Company, including any records, documents or property created by Executive
in           said capacity. Executive agrees to attend an exit interview upon termination
of           employment to ensure compliance with the terms of this Agreement.   




-13- 










            (i)                 For
the period of two (2) years immediately following the date of termination,
          Executive will inform each new employer, prior to accepting employment, of the
          existence of this Section 11 and provide that employer with a copy of it. In
          addition, Executive hereby authorizes the Company to forward a copy of this
          Section 11 to any actual or prospective new employer.  





        12.       Arbitration.
  




            (a)                 The
Company and Executive agree that any dispute in connection with this           Agreement
shall be settled by binding arbitration conducted pursuant to the           National
Rules for the Resolution of Employment Disputes of the American           Arbitration
Association (the “AAA”). Notwithstanding the foregoing,           (i) the
assessment of legal fees and related costs of such arbitration incurred           by
Executive shall be governed by the provisions of Section 9 of this Agreement;
          (ii) the arbitration shall be determined by a single arbitrator, not a panel;
          (iii) both the Company and Executive shall be permitted to seek summary
          disposition prior to hearing; and (iv) the decision rendered by the arbitrator
          shall be in writing and set forth findings of fact and conclusions of law.  





            (b)                 Executive
agrees that his agreement to submit legal disputes through binding           arbitration,
includes any claim for any liability or obligation in any way           related to this
Agreement, for any expense, damage, or losses he might claim           based on, among
other things, the following: (i) any discipline, demotion,           denied promotion, or
discharge; (ii) any Company policy, practice, contract or           agreement; (iii) any
tort or personal injury; (iv) any policies, practices, laws           or agreements
governing the payment of wages, commissions or other compensation;           (v) any laws
governing employment discrimination including, but not limited to,           Sections
1981, 1983 and Title VII of the Civil Rights Act, the Age           Discrimination in
Employment Act, the Employee Retirement Income Security Act,           the Americans with
Disabilities Act, any state laws or statutes (including, but           not limited to,
the Wisconsin Fair Employment Act), and any ordinance or local           authority; (vi)
any laws or agreements that provide for punitive, exemplary or           statutory
damages; (vii) any laws or agreements that provide for payment of           attorney
fees, costs or expenses; and (viii) any claim contesting or seeking           declaratory
relief regarding the validity or enforceability of this Agreement or           any of its
provisions.  





            (c)                 The
Company agrees that it too shall submit all legal disputes that it may have
          against Executive in any way related to this Agreement for exclusive resolution
          through binding arbitration, and that the resolution of Executive’s legal
          dispute(s) through arbitration shall be binding upon it.   




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            (d)                 The
Company and Executive acknowledge and agree that the agreement to arbitrate
          contained in this Section 12 does not apply to the following: (i) claims under
          any state worker’s compensation law; (ii) claims under any state
          unemployment compensation law; (iii) claims for injunctive relief that may
          otherwise be available for the violation of any state trade secrets act or
          unfair competition law; (iv) any claim that by law may not be required to be
          resolved by binding arbitration; or (v) any request to a court for a temporary
          restraining order or temporary or preliminary injunction to enforce this
          Agreement pending submission of the merits of the parties’ dispute to
          arbitration.  





            (e)                 The
Company and Executive acknowledge and agree that damages awarded, if any, in
          any arbitration shall be limited to those damages that are otherwise available
          at law.   




            (f)                 The
Company and Executive acknowledge and agree that by signing this Agreement,
          they release and waive any right either may have to resolve their legal
disputes           (including employment disputes and claims of discrimination or
unlawful           discharge) by filing a lawsuit in court, and to have the potential
opportunity           of having their claim heard by a jury, and agree instead that the
disputes will           be resolved exclusively through binding arbitration. The Company
and Executive           acknowledge that although Executive agrees to resolve Executive’s
legal           dispute(s) exclusively through binding arbitration, nothing in this
Agreement           shall be interpreted as prohibiting Executive from filing a charge of
          discrimination with an appropriate administrative agency or participating in
the           investigation or prosecution of such a charge by an appropriate
administrative           agency; however, this Agreement does prohibit Executive from
seeking and           recovering an award on his own behalf through any administrative
process.  




        13.      Successors.  




            (a)                 This
Agreement is personal to Executive and without the prior written consent of           the
Company shall not be assignable by Executive. This Agreement shall inure to           the
benefit of and be enforceable by Executive’s legal representatives.  




            (b)                 This
Agreement shall inure to the benefit of and be binding upon the Company and           its
successors and assigns, and, in the case of a Change in Control as defined
          under subsection (f) of Section 2 hereof, the purchaser of or successor to the
          Broadcast Group (the “Broadcast Group Successor”).  




            (c)                 The
Company shall require any successor (whether direct or indirect, by           purchase,
merger, consolidation or otherwise) to all or substantially all of the           business
and/or assets of the Company, or, in the case of a Change in Control as           defined
under subsection (f) of Section 2 hereof, the Broadcast Group Successor,           to
assume expressly and agree to perform this Agreement in the same manner and           to
the same extent that the Company would be required to perform it if no such
          succession had taken place. In the event of any such succession and assumption
          of this Agreement as provided in this Section 13, the term “the
          Company” as used in this Agreement shall thereafter include such
successor.  





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        14.       Miscellaneous. 




            (a)       Governing
Law. This Agreement shall be governed by and construed in           accordance with
the laws of the State of Wisconsin, without reference to           principles of conflict
of laws.  




            (b)       Captions.
The captions of this Agreement are not part of the provisions           hereof and shall
have no force or effect.  




            (c)       Amendments.
This Agreement may not be amended or modified otherwise           than-by a written
agreement executed by the parties hereto or their respective           successors and
legal representatives.  




            (d)       Notices.
All notices and other communications hereunder shall be in           writing and shall be
given by hand delivery to the other party or by registered           or certified mail,
return receipt requested, postage prepaid, addressed as           follows:  




	 	                  If to Executive: 	Douglas
G. Kiel 
1240 Lakeside Drive
Elm Grove, Wisconsin 53122  






	 	                  If to the Company: 	Journal
Communications, Inc. 
333 West State Street
Milwaukee, Wisconsin 53203
Attention: Corporate
Secretary  






or to such other address as either
party shall have furnished to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the addressee. 



            (e)       Severability.
The invalidity or unenforceability of any provision of this           Agreement shall not
affect the validity or enforceability of any other provision           of this Agreement.  




            (f)       Withholding.
The Company may withhold from any amounts payable under this           Agreement such
Federal, state, local or foreign taxes as shall be required to be           withheld
pursuant to any applicable law or regulation.  




            (g)       Waivers.
Executive’s or the Company’s failure to insist upon           strict compliance
with any provision of this Agreement or the failure to assert           any right
Executive or the Company may have hereunder, shall not be deemed to be           a waiver
of such provision or right or any other provision or right of this           Agreement.  




-16- 










            (h)       Status
Before and After Effective Date. Executive and the Company           acknowledge
that, except as may otherwise be provided under any other written           agreement
between Executive and the Company, the employment of Executive by the           Company
is “at will” and, subject to Section 1(a) hereof,           Executive’s
employment and/or this Agreement may be terminated by either           Executive or the
Company at any time prior to the Effective Date, in which case           Executive shall
have no further rights under this Agreement and no further           obligations other
than the applicable covenants in Section 11. From and after           the Effective Date
this Agreement shall supersede any other agreement between           the parties with
respect to the subject matter hereof.  




        15.       Code
Section 409A.  




            (a)                 Notwithstanding
anything in this Agreement 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 hereunder by reason of Executive’s termination           of
employment, such amount or benefit will not be payable or distributable to
          Executive by reason of such circumstance unless (i) the circumstances
          giving rise to such termination of employment meet any description or
definition           of “separation from service” 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 amount           upon a termination of employment, however defined. If this provision
prevents           the payment or distribution of any amount or benefit, such payment or
          distribution shall be made on the date, if any, on which an event occurs that
          constitutes a Section 409A-compliant “separation from service” or
such           later date as may be required by Subsection 15(b) below.  




            (b)                 Notwithstanding
anything in this Agreement 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
Agreement by reason of Executive’s Separation from Service           during a period
in which he is a Specified Employee (as defined below), then,           subject to any
permissible acceleration of payment by the Company under Treas.           Reg. Section
1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)           (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes):  




	 	        (i)                      if
the payment or distribution is payable in a lump sum, Executive’s right
               to receive payment or distribution of such non-exempt deferred
compensation will                be delayed until the earlier of Executive’s death
or the first day of the                seventh month following Executive’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 Executive’s Separation
from Service                will be accumulated and Executive’s right to receive
payment or                distribution of such accumulated amount will be delayed until
the earlier of                Executive’s death or the first day of the seventh
month following                Executive’s Separation from Service, whereupon the
accumulated amount will                be paid or distributed to Executive and the normal
payment or distribution                schedule for any remaining payments or
distributions will resume.  







-17- 










        For
purposes of this Agreement, the term “Specified Employee” has the meaning given
such term in Code Section 409A and the final regulations thereunder (“Final 409A
Regulations”), provided, however, that, as permitted in the Final 409A
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 of Directors or a committee thereof, which shall be applied
consistently with respect to all nonqualified deferred compensation arrangements of the
Company, including this Agreement. 



(signatures on
following page)  















-18- 










        IN
WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be
executed in its name on its behalf. 



		/s/ Douglas G. Kiel
		Douglas G. Kiel
	

 	JOURNAL COMMUNICATIONS, INC.
	

 	By:  /s/ Steven J. Smith
		        Steven J. Smith
		        Chief Executive Officer














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