Exhibit 10.1 



JOURNAL COMMUNICATIONS,
INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN  



Amended and Restated
Effective January 1, 2008 













JOURNAL COMMUNICATIONS,
INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN 



TABLE OF CONTENTS 




Page 




ARTICLE I 


	Section 1.1	Establishment of Plan	1 
	Section 1.2	Purpose of Plan	1 





ARTICLE II 


	Section 2.1	Definitions	2 
	Section 2.2	Usage	2 





ARTICLE III 


	Section 3.1	Conditions of Eligibility	3 
	Section 3.2	Commencement of Participation	3 
	Section 3.3	Termination of Participation	3 





ARTICLE IV 


	Section 4.1	Amount and Manner of Deferral	3 
	Section 4.2	Cessation of Deferral	4 





ARTICLE V 


	Section 5.1	Nature of Account	4 
	Section 5.2	Credit of Memorandum Account	5 
	Section 5.3	Changes in Memorandum Account	5 
	Section 5.4	Statement of Memorandum Account	5 





ARTICLE VI 



TERMINATION
DISTRIBUTIONS 


	Section 6.1	Termination of Employment	5 






ii 







	 	 	 
	Section 6.2	Distribution Upon Death	6 
	Section 6.3	Emergencies	6 




ARTICLE VII 



ADMINISTRATION OF THE
PLAN 


	Section 7.1	Appointment of Separate Administrator	7 
	Section 7.2	Powers and Duties	7 
	Section 7.3	Records and Notices	8 
	Section 7.4	Compensation and Expenses	8 
	Section 7.5	Limitation of Authority	8 





ARTICLE VIII 



GENERAL PROVISIONS 


	Section 8.1	Assignment	8 
	Section 8.2	Employment Not Guaranteed by Plan	8 
	Section 8.3	Termination and Amendment	9 
	Section 8.4	Successors and Assigns	9 
	Section 8.5	Governing Law	9 
	Section 8.6	Severability	9 
	Section 8.7	Notice	9 
	Section 8.8	Notification of Addresses	9 
	Section 8.9	Tax Liability	9 
	Section 8.10	Limitation of Liability	9 
	Section 8.11	Indemnification	10 
	Section 8.12	Headings	10 












iii 











JOURNAL COMMUNICATIONS,
INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN  



ARTICLE I

ESTABLISHMENT
 OF PLAN AND PURPOSE 



Section 1.1 Establishment of Plan. Journal
Communications, Inc. established the “Journal Communications Non-Qualified Deferred
Compensation Plan,” effective as of January 1, 1996 (the “Plan”). The Plan
is hereby amended and restated effective as of January 1, 2008 for the purpose of
including special provisions intended to ensure compliance with Internal Revenue Code
Section 409A relating to deferred compensation. 



Section 1.2 Purpose of Plan.
The Plan shall permit a select group of management or highly compensated employees to
enhance the security of themselves and their beneficiaries following retirement or other
termination of their employment with Journal (as defined herein) by deferring until that
time a portion of the compensation which may otherwise be payable to them at an earlier
date. By allowing key management employees to participate in the Plan, Journal expects the
Plan to benefit it in attracting and retaining the most capable individuals to fill its
executive positions. 



        The
parties intend that the arrangements described herein be unfunded for tax purposes and for
purposes of Title I in the Employee Retirement Income Security Act of 1974, as amended
from time to time (“ERISA”). The Plan is intended to be exempt from the
requirements of Parts 2, 3 and 4 of Title I of ERISA as a “top hat” plan, and to
be eligible for the alternative method of compliance for reporting and disclosure
available for unfunded “top hat” plans. 








ARTICLE II 



DEFINITIONS AND
CONSTRUCTION 



As used herein, the following words
and Phrases shall have the meanings set forth below: 



Section 2.1 Definitions. 



	 	(a) 	Administrator.
The person or persons selected pursuant to Article VII           below to control and
manage the operation and administration of the Plan. 






	 	(b) 	Base
Compensation. Basic wages and earnings. 















	 	(c) 	Beneficiaries.
The spouse or descendents of Participant or any other           person receiving benefits
hereunder in relation to Participant. 






	 	(d) 	Journal.
Journal Communications, Inc., a Wisconsin corporation with its           principal office
and place of business in Milwaukee, Wisconsin, and any           subsidiary or successor
thereof now or hereinafter created. 






	 	(e) 	Employee.
An employee of Journal. 






	 	(f) 	Employment.
Employment with Journal. 






	 	(g) 	Fiscal
Year. The fiscal year of Journal, regardless of whether it is a           calendar
year or changes from time to time. 






	 	(h) 	Incentive
Compensation. Amounts payable to a Participant pursuant to the           Journal
Communications, Inc. Management Annual Incentive Plan (“Annual           Incentive
Plan”) and the Journal Communications, Inc. Management Long Term
          Performance Plan (“Long Term Incentive Plan”) as established in 1993
          and as revised from time to time. 






	 	(i) 	Memorandum
Account. The account maintained for each Participant pursuant           to Article V
below. 






	 	(j) 	Participants.
Such management and highly compensated Employees who           satisfy the eligibility
requirements of Section 3.1 below, and who elect to           participate herein. 






	 	(k) 	Plan.
The Journal Communications, Inc. Non-Qualified Deferred           Compensation Plan, as
set forth herein and as amended from time to time. 






	 	(l) 	Termination.
As to each Participant, the termination of his Employment. 






	 	(m) 	Unforeseeable
Emergency. An “unforeseeable emergency” as           defined in Treas. Reg
Section 1.409A-3(i)(3)(i). Generally, an unforeseeable           emergency is a severe
financial hardship to the Participant resulting from an           illness or accident of
the Participant, the Participant’s spouse, the           Participant’s
beneficiary, or the Participant’s dependent; loss of the           Participant’s
property due to casualty (including the need to rebuild a           home following damage
to a home not otherwise covered by insurance, for example,           not as a result of a
natural disaster); or other similar extraordinary and           unforeseeable
circumstances arising as a result of events beyond the control of           the
Participant. 






	Section 2.2  	Usage.
Words, used in the masculine gender shall include the feminine and words used the
singular shall include the plural, as appropriate. The words “hereof,”“herein,” “hereunder” and
other similar compounds of the word “here” shall refer to the entire Agreement,
not to a particular section. 







2 













ARTICLE III
                                                

ELIGIBILITY 




	Section 3.1  	Conditions
of Eligibility.  Each Employee who is eligible for the Long                   Term
Incentive Plan shall be eligible to participate herein.






	 	
Eligibility
to participate herein shall not require that an Employee elect to defer hereunder
compensation at any time or from time to time.  






	Section 3.2  	Commencement
of Participation. An Employee identified as eligible to participate herein shall, by
electing a deferral of compensation, commence participation as of the first day of any
Fiscal Year beginning on or after his identification as eligible for participation. 






	Section 3.3  	Termination
of Participation. An Employee’s right to defer compensation hereto shall cease
as of the earlier of the termination of his Employment or any action removing him from
the Employees eligible to participate herein. 






	 	
If
an Employee’s right to defer compensation terminates during a Fiscal Year, his
deferral shall, consistent with his deferral elections then in effect, include all
Incentive Compensation otherwise payable to him with respect to which a deferral election
has been made. 






ARTICLE IV

DEFERRAL OF
COMPENSATION  



Section 4.1 



	 	(a) 	Amount
and Manner of Deferral. A Participant may submit to Journal a           written
election, substantially in the form of Schedule A attached hereto, to           defer his
Incentive Compensation or his Base Compensation. Such election shall           indicate
the amount of his Base Compensation and Incentive Compensation which he           elects
to defer hereunder. An election with respect to deferral of Base           Compensation
or Annual Incentive Plan payments for each Fiscal Year must be made           prior to
the commencement of the Fiscal Year with respect to which the deferral           election
relates. Any election with respect to Long Term incentive Plan payments           must be
made prior to the end of the First Fiscal Year of a Long Term Incentive           Plan
Performance Cycle. Such election shall become irrevocable immediately upon           the
last date an election may be made with respect to such Base Compensation or
          Incentive Compensation. The Plan Administrator may modify or revoke a deferral
          election during a Fiscal Year only if there is an exception to the prohibition
          on accelerations as set forth in Treas. Regulations Section 1.409A-3(j)(4).
          Journal shall, consistent with such election, defer all or such portion of the
          Base Compensation or Incentive Compensation elected by the Participant. If a
          Participant elects to defer all or a portion of the Base Compensation or
          Incentive Compensation that may become payable to him, Journal shall reduce his
          Base Compensation or Incentive Compensation by the entire amount deferred when
          otherwise payable. 






3 










	 	(b) 	Special
Deferral Elections. There are two exceptions to the timing           requirement
described in Section 4.1 (a), above: 






	 	(i) 	For
the Fiscal Year ending December 31, 1996, a Participant may submit a
               deferral election within 30 days of the effective date of the Plan with
respect                to Base Compensation payable in 1996, and with respect to
Incentive Compensation                payable under the Annual Incentive Plan for the
Fiscal Year ending December 31,                1996 and under the Long Term Incentive
Plan for the Performance Cycle ending                December 31, 1997.  






	 	(ii) 	In
the first Fiscal Year a Participant becomes eligible to participate in the
               Plan (if he becomes eligible after 1996) he may submit a deferral election
               within 30 days of the date he becomes eligible to participate in the Plan
with                respect to Incentive Compensation payable under the Annual Incentive
Plan for                the Fiscal Year during which the Participant becomes eligible to
participate in                this Plan and with respect to Base Compensation for the
Fiscal Year in which the                Participant becomes eligible to participate in
this Plan. Such election shall                only apply to Base Compensation and
Incentive Compensation earned prospectively.                The above exception for the
initial year of eligibility shall apply only to the                extent the Participant
is not already eligible to participate in a different                deferred
compensation plan of the same type as determined by Treasury Regulation
               Section 1.409A-1(c)(2).  






	Section 4.2  	Cessation
of Deferral. In the event of an Unforeseeable Emergency, a Participant may request in
writing that deferrals elected by him which have not been credited to the Memorandum
Account established hereunder cease. The Administrator shall, in its reasonable judgment,
determine whether such an emergency exists. If the Administrator determines that no such
emergency exists, the deferrals shall continue as originally elected. 










4 










ARTICLE V 



MEMORANDUM ACCOUNT 



	Section 5.1  	Nature
of Account. For the purposes of measuring payments due Participants hereunder, the
Journal shall maintain on behalf of each Participant a Memorandum Account to which
Journal shall credit the amounts described in this Article V. 






	 	
The
Memorandum Account hereunder and assets, if any, and of any nature, acquired by Journal
to measure a Participant’s benefits hereunder shall not constitute or be treated for
any reason as a trust for, property of or a security interest for the benefit of
Participant, his Beneficiaries or any other person. Participant and Journal acknowledge
that the Plan constitutes a promise by Journal that Participants’ rights hereunder
(by electing to defer compensation hereunder) are limited to those of general unsecured
creditors of Journal and that the establishment of the Plan, acquisition of assets to
measure Participants benefits hereunder or deferral of all or any portion of Participants
Incentive Compensation hereunder does not prevent any property of Journal from being
subject to the rights of all of Journal’s creditors. If Journal deposits funds,
stock or other assets in a trust for the purpose of measuring and paying benefits due
hereunder, the document creating such trust shall define the rights of Journal,
Participants, Beneficiaries and Journal’s creditors to such deposits, the assets
acquired with them and earnings thereof. 






	Section 5.2  	Credit
to Memorandum Account. As of the date such Base Compensation or Incentive
Compensation is otherwise payable, Journal shall credit to the Memorandum Account of each
Participant the amount, if any, of his deferred Base Compensation or Incentive
Compensation on a uniform and nondiscriminatory basis for all Participants. 






	Section 5.3  	Changes
in Memorandum Account. If a Participant defers the receipt of Base Compensation or
Incentive Compensation, his Memorandum Account shall record the receipt of such amounts
and reflect earnings on such amounts as determined by the Administrator. 






	Section 5.4  	Statement
of Memorandum Account. Within 120 days after the last day of each Fiscal Year,
Journal shall provide each Participant or his Beneficiaries a statement indicating the
balance of his Memorandum Account reflecting the amount of deferrals, if any, occurring
with respect to such year, together with all other changes in value during the Fiscal
Year. 










5 









ARTICLE VI 



TERMINATION
DISTRIBUTIONS 



	Section 6.1  	Termination
of Employment. The Employee may elect, pursuant to Section 6.1(c) to receive the
balance in his Memorandum Account in a lump sum (as provided in Section 6.1(a)) or
installments (as provided in Section 6.1(b)). 






	 	(a) 	Lump
Sum. Upon a Participant’s Termination, the Journal shall pay an
               amount equaling the entire balance of a Participants Memorandum Account to
him                in a single lump sum occurring within the first 90 days following the
               Participant’s Termination. Such payment shall cancel the balance in
his                Memorandum Account.  






	 	(b) 	Installments.
If validly elected, the Administrator shall pay to the                Participant an
amount equaling the balance in his Memorandum Account in annual
               installments over a period of 10 years. Payments shall begin within the
first 90                days following the Participant’s Termination and thereafter
on each                anniversary of the first payment date. The amount of each
installment shall                equal the quotient obtained upon dividing the balance in
the Memorandum Account                as of the first day of the Fiscal Year of payment
by the number of installments                then remaining to be paid (including the
Installment then being paid). The                Administrator shall reduce the balance
in the distributor’s Memorandum                Account by the amount of such payment
immediately upon the occurrence of such                payment.  






	 	(c) 	Election.
Each Participant may, at the time he makes his initial election                to defer
under Section 4.1 (i.e. when the Participant first becomes a                Participant
in the Plan), elect the installment form of payment hereunder by
               submitting to the Administrator a document substantially in the form
thereof                attached hereto as Schedule B. Such election shall apply to all
amounts                subsequently deferred under this Plan. If no election is made,
payment will be                made in a lump sum pursuant to Section 6.1(a). Such
election or failure to make                such election shall be irrevocable.  






	 	(d) 	Small
Account Balance Lump Sum Payment. In the event that a                Participant’s
total Memorandum Account balance is less than the amount                described in Code
Section 402(g)(1)(B) on the date of Participant’s                Termination, the
total balance of the Participant’s Memorandum Account                shall be paid
in a lump sum and any form of payment election to the contrary                shall be
null and void.  







6 









	Section 6.2  	Distributions
Upon Death. 






	 	(a) 	Upon
a Participant’s death, either before or after his Termination, with a
               balance remaining in his Memorandum Account, Journal shall pay an amount
               equaling the entire balance of his Memorandum Account to the beneficiary
or                beneficiaries he specifies or, if none, to his surviving spouse or, if
none, to                his estate. Each Participant may designate a beneficiary or
beneficiaries to                receive the unpaid balance of his Memorandum Account upon
his death and may                revoke or modify such designation at any time and from
time to time by                submitting to the Administrator a Beneficiary Designation
substantially in the                form thereof attached hereto as Schedule C.  






	 	(b) 	If
a Participant’s death occurs prior to the payment of any amounts to him
               hereunder, other than payments for Unforeseeable Emergencies, payments
shall                occur in five annual installments, with the first payment occurring
within the                first 90 days following the Participant’s death and
thereafter on each                anniversary of the first payment date for each of the
next four years. The                amount of each such payment shall equal the quotient
obtained upon dividing the                balance in the Memorandum Account as of the
first day of the Fiscal Year of                payment by the number of installments then
remaining to be paid (including the                installment then being paid).  






	 	(c) 	If
a Participant’s death occurs after the payment of any amount to him
               hereunder, other than payments for Unforeseeable Emergencies, payments to
his                Beneficiary shall occur in the same form, and be calculated in the
same manner,                as paid to the Participant prior to his death by merely
substituting the                recipient for the Participant.  






	 	(d) 	If
a Beneficiary survives a Participant but dies prior to receipt of the entire
               amount in the Memorandum Account due him, Journal shall, within 90 days of
the                Beneficiary’s death, pay to the estate of the Beneficiary in a
lump sum the                entire remaining balance therein due the Beneficiary.  






	 	(e) 	The
Administrator shall reduce the balance in the deceased Participant’s
               Memorandum Account by the amount of any payment pursuant to this Section
6.2                immediately upon the occurrence of such payment.  






	Section 6.3  	Unforeseeable
Emergencies. In the event of an Unforeseeable Emergency either before or after the
commencement of payments hereunder, a Participant or Beneficiary may request in writing
that all or any portion of the benefits due him hereunder be paid in one or more
installments prior to the normal time for payment of such amount. The Administrator
shall, in its reasonably judgment, determine whether such an emergency exists and that
the applicant could not address the emergency through reimbursement or compensation by
insurance or otherwise, by liquidation of other assets (provided such liquidation, in
itself, would not create a financial hardship) or by ceasing deferrals hereunder. Only if
the Administrator determines that such an emergency exists, Journal shall pay to the
Participant or Beneficiary, as the case may be, an amount equal to the lesser of (a) the
amount request or (b) the amount necessary (in the reasonably opinion of the
Administrator) to alleviate the hardship. The Administrator shall use its reasonable
discretion to determine when the prepayments shall be made and shall immediately reduce
the balance in the recipient’s Memorandum Account by the amount of such payment. 







7 









ARTICLE VII 



ADMINISTRATION OF THE
PLAN 



	Section 7.1  	Appointment
of Separate Administrator. Journal shall, in writing, appoint a separate
Administrator. Any person, including, but not limited to, Employees, shall be eligible to
serve as Administrator. Two or more persons may form a committee to serve as
Administrator. Persons serving as Administrator may resign by written notice to Journal
and Journal may appoint or remove such persons. An Administrator consisting of more than
one person shall act by a majority of its members at the time in office, either by vote
at a meeting or in writing without a meeting. An Administrator consisting of more than
one person may authorize any one or more of its members to execute any document or
documents on behalf of the Administrator, in which event the Administrator shall notify
Journal of the member or members so designated. Journal shall accept and rely upon any
document executed by such member or members as representing action by the Administrator
until the Administrator shall file with Journal a written revocation of such designation.
No person serving as Administrator shall vote or decide upon any matter relating solely
to himself or solely to any of his rights or benefits pursuant to the Plan. 






	Section 7.2  	Powers
and Duties. The Administrator shall administer the Plan in. accordance with its
terms. The Administrator shall have full and complete authority and control with respect
to Plan operations and administrator unless the Administrator allocates and delegates
such authority or control pursuant to the procedures stated in subsection (b) or (c)
below. Any decisions of the Administrator or its delegate shall be final and binding upon
all persons dealing with the Plan or claiming any benefit under the Plan. The
Administrator shall have all powers which are necessary to manage and control Plan
operations and administration including, but not limited to, the following: 






	 	(a) 	To
employ such accountants, counsel or other persons as it deems necessary or
               desirable in connection with Plan administration. Journal shall bear the
costs                of such services and other administrative expenses.  






8 










	 	(b) 	To
designate in writing persons other than the Administrator to perform any of
               its powers and duties hereunder.  






	 	(c) 	To
allocate in writing any of its powers and duties hereunder to those persons
               who have been designated to perform Plan fiduciary responsibilities.  






	 	(d) 	The
discretionary authority to construe and interpret the Plan, including the
               power to construe disputed provisions.  






	 	(e) 	To
resolve all questions arising in the administration, interpretation and
               application of the Plan, including, but not limited to, questions as to
the                eligibility or the right of any person to a benefit.  






	 	(f) 	To
adopt such rules, regulations, forms and procedures from time to time as it
               deems advisable and appropriate in the proper administration of the Plan.  






	 	(g) 	To
prescribe procedures to be followed by any person in applying for
               distributions pursuant to the Plan and to designate the forms or
documents,                evidence and such other information as the Administrator may
reasonably deem                necessary, desirable or convenient to support an
application for such                distributions.  






	 	(h) 	To
apply consistently and uniformly the Committee rules, regulations and
               determinations to all Participants and Beneficiaries in similar
circumstances.  






	Section 7.3  	Records
and Notices. The Administrator shall keep a record of all its proceedings and acts
and shall maintain all such books of accounts, records and other data as may be necessary
for proper Plan administration. The Administrator shall notify Journal of any action
taken by the Administrator which affects the Trustee’s Plan obligations or rights
and, when required, shall notify any other interested parties. 






	Section 7.4  	Compensation
and Expenses. The expenses incurred by the Administrator in the proper administrator
of the Plan shall be paid from Journal. An Administrator who is an Employee shall not
receive any additional fee or compensation for services rendered as an Administrator. 






	Section 7.5  	Limitation
of Authority. The Administrator shall not add to, subtract from or modify any of the
terms of the Plan, change or add to any benefits prescribed by the Plan, or waive or fail
to apply any Plan requirement for benefit eligibility. 







9 









ARTICLE VIII 



GENERAL PROVISIONS 



	Section 8.1  	Assignment.
No Participant or Beneficiary may sell, assign, transfer, encumber or otherwise dispose
of the right to receive payments hereunder. A Participants rights to benefit payments
under the Plan are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
Participant or the Participant s beneficiary. 






	Section 8.2  	Employment
Not Guaranteed by Plan. The establishment of this plan, its amendments and the
granting of a benefit pursuant to the Plan shall not give any Participant the right to
continued Employment or limit the right of Journal to dismiss or impose penalties upon
the Participant or modify the terms of Employment of any Participant. 






	Section 8.3  	Termination
and Amendment. Journal may at any time and from time to time terminate, suspend,
alter or amend this Plan and no Participant or any other person shall have any right,
title, interest or claim against Journal, its directors, officers or employees for any
amounts, except that Participant shall be vested in his Memorandum Account hereunder as
of the date on which the Plan is terminated, suspended, altered or amended and (unless
Journal and Participant agree to the contrary) such amount shall (a) continue to
fluctuate pursuant to the investment election then in effect and (b) be paid to the
Participant or his Beneficiaries at the time and in the manner provided by Article VI
above. 






	Section 8.4  	Successors
and Assigns. The provisions of the Plan are binding upon and inure to the benefit of
the Employer, its successors and assigns, and the Employee, his beneficiaries, heirs,
legal representatives and assigns. 






	Section 8.5  	Governing
 Law.  The Plan shall be subject to and  construed in  accordance  with the laws of the
                  State of Wisconsin.







	Section 8.6  	Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of the Plan, but the
Plan shall be construed and enforced as if such illegal or invalid provision had never
been included herein. 






	Section 8.7  	Notice.
Any and all notices, designations or reports provided for herein shall be in writing and
delivered personally or by registered or certified mail, return receipt requested,
addressed, in the case of Journal, its Board of Directors or Administrator, to Journal’s
principal business office and, in the case of a Participant or Beneficiary, to his home
address as shown on the records of Journal. 






10 










	Section 8.8  	Notification
of Addresses. Employee and his spouse shall file with the Administrator, from time to
time, in writing, the post office address of the Employee, the post office address of his
spouse, and each change of post office address. Any communication, statement or notice
addressed to the last post office address filed with the Administrator (or if no such
address was filed with the Administrator, then to the last post office address of the
Employee or his spouse as shown on the Employer’s records) shall be binding on the
Employee and his spouse for all purposes of the Plan, and neither the Administrator nor
the Employer shall be obliged to search for or ascertain the whereabouts of Employee or
his spouse. 






	Section 8.9  	Limitation
on Liability. In no event shall Journal, Employer, Administrator or any Employee,
officer or director of Journal incur any liability for any act or failure to act unless
such act or failure to act constitutes a lack of good faith, willful misconduct or gross
negligence with respect to the Plan. 






	Section 8.10  	Indemnification.
Journal shall indemnify the Administrator and any Employee, officer or director of
Journal against all liabilities arising by reasons of any act or failure to act unless
such act or failure to act is due to such good faith in the performance of his duties to
the Plan or Trust Fund. Such indemnification shall include, but not be limited to,
expenses reasonably incurred in the defense of any claim including attorney and legal
fees, and amounts paid in any settlement or compromise; provided, however, that
indemnification shall not occur to the extent that it is not permitted by applicable law.
Indemnification shall not be deemed the exclusive remedy of any person entitled to
indemnification pursuant to this section. The indemnification provided hereunder shall
continue as to a person who has ceased acting as a director, officer, member, agent or
Employee of the Administrator or as an officer, director or Employee of Journal, and such
person’s rights shall inure to the benefit of his heirs and representatives. 






	Section 8.11  	Tax
Liability. The Employer may withhold from any payment of Benefits hereunder any taxes
required to be withheld and such sum as the Employer may reasonably estimate to be
necessary to cover any taxes for which the Employer may be liable and which may be
assessed with regard to such payment. 







11 









	Section 8.12  	Headings.
All articles and section headings in this Plan are intended merely for convenience and
shall in no way be deemed to modify or supplement the actual terms and provisions stated
thereunder. 






	Section 8.13  	Specified
Employees. Notwithstanding anything in the Plan to the contrary, if any amount or
benefit that would constitute non-exempt “deferred compensation”for purposes of
Section 409A of the Code would otherwise be payable or distributable under this Plan by
reason of a Participant’s Termination during a period in which the Participant is a
Specified Employee (as defined below), then, subject to any permissible acceleration of
payment by Journal 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): 






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






	 	(b) 	if
the payment or distribution is payable in installments, the amount of such
               non-exempt deferred compensation that would otherwise be payable during
the                six-month period immediately following the Participant’s
Termination 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 Termination, 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, Journal’s Specified Employees and its
application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be
determined in accordance with rules adopted by the Board or a committee of the Board,
which shall be applied consistently with respect to all nonqualified deferred
compensation arrangements of Journal, including this Plan. 









12 










        IN
WITNESS WHEREOF, Journal, by action of its Board of Directors, has caused this amended and
restated Plan to be executed and thereby established and its seals to be hereunto affixed
on the 8th day of December, 2007. 



	 	
JOURNAL
COMMUNICATIONS, INC.
                                                  

By:/s/_____________________________
                                                   

Attest: /s/___________________________






	 	
[Seal]


















13 











SCHEDULE A

DEFERRAL
ELECTION  



	To:  	Administrator,
Journal Communications, Inc. Non-Qualified Compensation Plan        
Journal
Communications, Inc. 
P.O. Box 661
Milwaukee, Wisconsin 53201-0661
ATTN: Anne Bauer 






	 	
Pursuant
to the Journal Communications, Inc. Non-Qualified Deferred Compensation Plan (the
“Plan”), I irrevocably elect to defer the following: 






	 	       _____________% 	of
my Base Compensation payable for services performed in the Fiscal Year 2008






	 	       _____________% 	of
the amount payable under the Journal  Communications,  Inc. Annual Management
                                   Incentive Plan for services  performed  during the
Fiscal Year 2008,  rounded to                                    the nearest $100.00






	 	       _____________ 	I
elect to make no deferral








	 	
I
understand that I shall have no right to modify, revoke, or amend this election at
anytime on or following December 31, 2007 except in the case of an Unforeseeable
Emergency as provided by Article IV, Section 4.2 of the Plan.  






	 	
I
acknowledge that this election to defer all or a portion of the Base Compensation or
Incentive Compensation which may become payable to me does not imply that such
compensation will be paid or has been promised to me. I further acknowledge that the
payment of such Base Compensation or Incentive Compensation results solely and.
absolutely pursuant to terms and conditions otherwise established by the Journal.  






	 	
Dated
this day of _____________________________ 








	 	
Received
on behalf of the Administrator this __________ day of _____________ 






	 	
By ________________________________ 














SCHEDULE B

OPTIONAL
PAYMENT ELECTION  



	To:  	Administrator,
Journal Communications, Inc. Non-Qualified Compensation Plan         
Journal
Communications, Inc. 
P.O. Box 661
Milwaukee, Wisconsin 53201-0661
ATTN: Anne Bauer 






	 	
Pursuant
to Article VI, Section 6.1 of the Journal Communications, Inc. Non-Qualified Deferred
Compensation Plan, the undersigned Participant hereby elects payment of the entire
balance of his Memorandum Account in the following form:  






	 	                                  _________________ 	Lump
Sum 






	 	_________________ 	Installments
over 10 years.  









	 	
Dated
this day of _____________________________ 








	 	
Received
on behalf of the Administrator this __________ day of _____________ 






	 	
By ________________________________ 















SCHEDULE C

BENEFICIARY
DESIGNATION  



	To:  	Administrator,
Journal Communications, Inc. Non-Qualified Compensation Plan        
Journal
Communications, Inc. 
P.O. Box 661
Milwaukee, Wisconsin 53201-0661
ATTN: Anne Bauer






	 	
I
HEREBY designate:  






	 	
________________________________________________________________________________________________ 






	 	
________________________________________________________________________________________________ 





	 	
________________________________________________________________________________________________ 





	 	
________________________________________________________________________________________________ 






	 	
as
the beneficiary or Beneficiaries of all amounts, if any, which will become payable upon my
death pursuant to the Journal Communications, Inc. Non-Qualified Deferred Compensation
Plan. I understand that this designation shall remain in full force and effect until
revoked or modified by me in writing. 






	 	
Dated
this day of _____________________________ 








	 	
Received
on behalf of the Administrator this __________ day of _____________ 






	 	
By________________________________