Exhibit 10.4 



AMENDED AND RESTATED
EMPLOYMENT AGREEMENT 




        THIS
AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the
“Company”), and Steven J. Smith (the “Executive”) was originally made
as of the 8th day of February, 2005, and amended and restated as of January 29, 2007 and
December 8, 2007. 




W I T N E S S E T H
  T H A T 



        WHEREAS,
the Company wishes to provide for the employment by the Company of the Executive, and the
Executive wishes to serve the Company and its affiliates, in the capacities and on the
terms and conditions set forth in this Agreement.  




        NOW,
THEREFORE, it is hereby agreed as follows:   



        1.
Term of Agreement and Employment Period. The Company shall employ
          the Executive, and the Executive shall serve the Company, on the terms and
          conditions set forth in this Agreement, commencing on the date of this
          Agreement. Unless terminated earlier, as provided in Section 4 hereof, the term
          of this Agreement will end on April 10, 2016, the Executive’s           66th birthday.
The Executive’s employment will not terminate           solely by virtue of the
expiration of this Agreement, but the rights and           obligations of the parties
under this Agreement will cease as of that date           unless this Agreement shall
have been extended or renegotiated by mutual           agreement of the parties. The term
during which the Executive is employed by the           Company hereunder is hereafter
referred to as the “Employment Period.”          Notwithstanding the foregoing,
if a Change in Control shall occur within two           years prior to the expiration of
the term of this Agreement, the term of this           Agreement and the Employment
Period term shall automatically be extended for a           period of two years following
the date of the Change of Control. For purpose of           this Agreement, the term
“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 Act (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 25% 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, (x) an
acquisition by any employee                benefit plan (or related trust) sponsored or
maintained by the Company or any                Subsidiary of the Company, (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  







	 	        (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.  







        2. Position
and Duties.   




	 	        (a)                      During
the Employment Period, the Executive shall serve as Chairman of the Board
               of Directors and Chief Executive Officer of the Company, in each case with
such                duties and responsibilities as are customarily assigned to such
positions, and                such other duties and responsibilities not inconsistent
therewith as may from                time to time be assigned to him by the Board of
Directors of the Company (the                “Board”).  








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	 	        (b)                      During
the Employment Period, and excluding any periods of vacation and sick
               leave to which the Executive is entitled, the 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 the Executive
under this Agreement,                use the Executive’s reasonable best efforts to
carry out such                responsibilities faithfully and efficiently. It shall not
be considered a                violation of the foregoing for the 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 the
Executive’s                responsibilities as an employee of the Company and its
affiliates in accordance                with this Agreement.  







        3.
Compensation.   




	 	        (a)       Base
Salary. The Executive’s compensation during the Employment                Period
shall be determined by the Board upon the recommendation of the
               Compensation Committee (or other appropriate committee) of the Board,
subject to                this Section 3. During the Employment Period, the Executive
shall receive an                annual base salary (“Annual Base Salary”) of
not less than his                aggregate annual base salary from the Company and its
affiliates as in effect                immediately before the date of this Agreement. 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 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.  








	 	        (b)       Incentive
Compensation. During the Employment Period, the Executive shall
               continue to participate in short-term incentive compensation plans and
long-term                incentive compensation plans (the latter to consist of plans
offering stock                options, restricted stock and other long-term incentive
compensation) offered by                the Company and its present or future affiliates
which shall provide him with                the opportunity to earn, on a year-by-year
basis, short-term and long-term                incentive compensation (the “Incentive
Compensation”). The annual and                long-term incentive target
opportunities for the Executive will be equal to or                higher than the
targets set for other senior executives of the Company. Without                limiting
the foregoing, for a period of two years after the occurrence of a                Change
in Control, the Executive’s target annual bonus opportunity shall be
               no less than his target annual bonus opportunity for the last full fiscal
year                prior to the effective date of the Change in Control.  








	 	        (c)       Other
Benefits. In addition, and without limiting the generality of the
               foregoing, during the Employment Period and thereafter as applicable: (i)
the                Executive shall be entitled to participate in all applicable
incentive, savings                and retirement plans, practices, policies and programs
of the Company and its                affiliates to the same extent as other senior
executives of the Company, and                (ii) the Executive and/or the Executive’s
family, as the case may be, shall                be eligible for all applicable welfare
benefit plans, practices, policies and                programs provided by the Company
and its affiliates, other than severance plans,                practices, policies and
programs but including, without limitation, medical,                prescription, dental,
disability, salary continuance, employee life insurance,                group life
insurance, accidental death and travel accident insurance plans and
               programs, to the same extent as other senior executives of the Company.  








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	 	        (d)       Perquisites.
During the Employment Period, the Executive shall be                entitled to receive
such perquisites as the Company may establish from time to                time which are
commensurate with his position and at least comparable to those                received
by other senior executives at the Company.  








	 	        (e)       Expense
Reimbursement. The Company shall reimburse the Executive for all
               reasonable and documented expenses incurred by the Executive in the
performance                of the Executive’s duties under this Agreement and for a
period of one (1)                year following any termination, reasonable office and
administrative support.  








        4.
Termination of Employment.   




	 	        (a)       Death
or Disability. The Executive’s employment shall terminate
               automatically upon the Executive’s death during the Employment
Period. The                Company shall be entitled to terminate the Executive’s
employment because                of the Executive’s Disability during the
Employment Period.                “Disability” means that (i) the Executive has
been unable, for a                period of 180 consecutive business days, to perform the
Executive’s duties                under this Agreement, as a result of physical or
mental illness or injury, and                (ii) a physician selected or approved by the
Company has determined that it is                either not possible to determine when
such inability to perform will cease or                that it appears probable that such
inability will be permanent during the                remainder of the Executive’s
life. A termination of the Executive’s                employment by the Company for
Disability shall be communicated to the Executive                by written notice, and
shall be effective on the 30th day after receipt of such                notice by the
Executive (the “Disability Effective Date”), unless the
               Executive returns to full-time performance of the Executive’s duties
before                the Disability Effective Date.  








	 	        (b)       By
the Company.   







	 	        (i)
            The Company may terminate the Executive’s employment during the
Employment           Period for Cause or without Cause. “Cause” means:  








	 	        A.
            the willful and continued failure of the Executive substantially to perform
the           Executive’s duties under this Agreement (other than as a result of
physical           or mental illness or injury), after the Board delivers to the
Executive a           written demand for substantial performance that specifically
identifies the           manner in which the Board believes that the Executive has not
substantially           performed the Executive’s duties; or  








	 	        B.
            illegal conduct or gross misconduct by the Executive, in either case that is
          willful and results in material and demonstrable damage to the business or
          reputation of the Company.  








	 	
No
act or failure to act on the part of the Executive shall be considered “willful”unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive’s action or omission was in the best interests of the
Company. Any act or failure to act that is based upon authority given pursuant to a
resolution duly adopted by the Board, or the advice of counsel for the Company, shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith
and in the best interests of the Company. 







-4- 










	 	        (ii)
            A termination of the Executive’s employment for Cause shall be effected
in           accordance with the following procedures. The Company shall give the
Executive           written notice (“Notice of Termination for Cause”) of its
intention to           terminate the Executive’s employment for Cause, setting forth
in reasonable           detail the specific conduct of the Executive that it considers to
constitute           Cause and the specific provision(s) of this Agreement on which it
relies, and           stating the date, time and place of the Special Board Meeting for
Cause. The           “Special Board Meeting for Cause” means a meeting of the
Board called           and held specifically for the purpose of considering the Executive’s
          termination for Cause, that takes place not less than ten (10) and not more
than           twenty (20) business days after the Executive receives the Notice of
Termination           for Cause. The Executive shall be given an opportunity, together
with counsel,           to be heard at the Special Board Meeting for Cause. The Executive’s
          termination for Cause shall be effective when and if a resolution is duly
          adopted at the Special Board Meeting for Cause by a majority vote of the entire
          membership of the Board, excluding employee directors, stating that in the good
          faith opinion of the Board, the Executive is guilty of the conduct described in
          the Notice of Termination for Cause, and that conduct constitutes Cause under
          this Agreement.  








	 	        (iii)
            A termination of the Executive’s employment without Cause shall be
          effected in accordance with the following procedures. The Company shall give
the           Executive written notice (“Notice of Termination without Cause”)
of           its intention to terminate the Executive’s employment without Cause,
          stating the date, time and place of the Special Board Meeting without Cause.
The           “Special Board Meeting without Cause” means a meeting of the
Board           called and held specifically for the purpose of considering the Executive’s
          termination without Cause, that takes place not less than ten (10) and not more
          than twenty (20) business days after the Executive receives the Notice of
          Termination without Cause. The Executive shall be given an opportunity,
together           with counsel, to be heard at the Special Board Meeting without Cause.
The           Executive’s termination without Cause shall be effective when and if a
          resolution is duly adopted at the Special Board Meeting without Cause by a
          majority vote of the entire membership of the Board, excluding employee
          directors, stating that the Executive is terminated without Cause.  








	 	        (c)       
Good Reason.   







	 	        (i)
            The Executive may terminate employment for Good Reason or without Good
Reason.           “Good Reason” means:  








	 	        A.
            the assignment to the Executive of any duties inconsistent in any respect
with           paragraph (a) of Section 2 of this Agreement, or any other action by the
Company           that results in a diminution in the 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 the Executive;  








	 	B. 	any
failure by the Company to comply with any provision of Section 3 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 the Executive;  







-5- 










	 	        C.
            any failure by the Company to comply with paragraph (c) of Section 9 of this
          Agreement; or  








	 	        E.
            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 the Executive.  








	 	        Without
limiting the foregoing, in the event a Change in Control shall occur during the
Employment Term, any termination of employment by the Executive during the 30-day period
immediately following the 6-month anniversary of the Change in Control shall be deemed to
be a termination for Good Reason for all purposes of this Agreement. The foregoing
sentence shall not apply if the Change in Control is a management-led buy-out or similar
going-private transaction in which the Executive, or a group of which he is a member,
participates as an acquiror. 







	 	        (ii)
            A termination of employment by the Executive for Good Reason shall be
          effectuated by giving the Company written notice (“Notice of Termination
          for Good Reason”) of the termination within six months of the event
          constituting Good Reason, setting forth in reasonable detail the specific
          conduct of the Company that constitutes Good Reason and the specific
          provision(s) of this Agreement on which the Executive relies. A termination of
          employment by the 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).  








	 	        (iii)
            A termination of the Executive’s employment by the Executive without
Good           Reason shall be effected by giving the Company written notice of the
          termination.  








	 	        (d)       Date
of Termination. The “Date of Termination” means the last                day
of the Employment Period, the date of the Executive’s death, the
               Disability Effective Date, the date on which the termination of the
               Executive’s employment by the Company for Cause or without Cause or
by the                Executive for Good Reason is effective, or the later of the date on
which the                Executive gives the Company notice of a termination of
employment without Good                Reason, as the case may be, or such later date as
is acceptable to the Board.  








        5.
Obligations of the Company upon Termination. 




	 	        (a)       By
the Company other than for Cause or Disability; by the Executive for Good
               Reason. If, during the Employment Period, (x) the Company terminates
the                Executive’s employment, other than for Cause or Disability, or
(y) the                Executive terminates employment for Good Reason,  







	 	        (i)
            the Company shall pay to the 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; and  







	 	        (ii)
            the Company shall pay to the Executive in a lump sum in cash upon the earlier
          of (a) a date no later than 30 days after the 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:  







-6- 










	 	        A.
            the product of (x) the 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 300% times the sum of (i) the Executive’s
          Annual Base Salary and (ii) Target Annual Bonus; and  







	 	        (iii)
            the Company shall continue to provide, for thirty-six (36) months after the
          Date of Termination (the “Welfare Benefits Continuation Period”), the
          benefits set forth in paragraph (c) of Section 3 as if he had remained employed
          by the Company pursuant to this Agreement throughout the Welfare Benefits
          Continuation Period. To the extent any benefits described in paragraph (c) of
          Section 3 cannot be provided pursuant to the plan or program maintained by the
          Company for its executives, the Company shall provide such benefits outside
such           plan or program at no additional cost (including without limitation tax
cost) to           the Executive and his family. During any period when the Executive is
eligible           to receive health and similar benefits under another employer-provided
plan, the           benefits provided by the Company under this Section 5(a)(iii) may be
made           secondary to those provided under such other plan. During the Welfare
Benefits           Continuation Period, (A) the benefits provided in any one calendar
year shall           not affect the amount of benefits to be provided in any other
calendar year; (B)           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 the Executive by the Company as
taxable compensation by           including such amount in the Executive’s income in
accordance with           applicable rules and regulations (such income shall be grossed
up as for taxes,           as provided above); (C) 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 (D) the Executive’s rights
pursuant to this           Section 5(a)(iii) shall not be subject to liquidation or
exchange for another           benefit; and  







	 	        (iv)
            all of the 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 or stock appreciation right 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 the 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.  







	 	        The
payments and benefits provided pursuant to this paragraph (a) of Section 5 are intended
as liquidated damages for a termination of the Executive’s employment by the Company
other than for Cause or Disability or for the actions of the Company leading to a
termination of the Executive’s employment by the Executive for Good Reason, and
shall be the sole and exclusive remedy therefor. 







-7- 










	 	        (b)       Death.
If the Executive’s employment is terminated by reason of the                Executive’s
death during the Employment Period, the Company shall pay to                the Executive’s
designated beneficiaries (or, if there is no such                beneficiary, to the
Executive’s estate or legal representative), any                portion of the
Executive’s Annual Base Salary through the Date of                Termination that
has not yet been paid and the Prorata Current Year Bonus.  








	 	        (c)       Disability.
If the Executive’s employment is terminated by reason of                the Executive’s
Disability during the Employment Period, the Executive                shall be entitled
to any potion of the Executive’s Annual Base Salary                through the Date
of Termination that has not yet been paid, to the Prorata                Current Year
Bonus, and to such other, nonduplicative benefits as may be                provided by
the Company’s current disability program. The Prorata Current                Year
Bonus shall be paid to the Executive or the 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 the Executive’s death, or (ii) the
first day of                the seventh month following the Executive’s Separation
from Service.  








	 	        (d)       By
the Company for Cause; By the Executive Other than for Good Reason; End of
               the Employment Period. If the Executive’s employment is
               terminated at the end of the Employment Period or by the Company for Cause
               during the Employment Period or if the Executive voluntarily terminates
               employment during the Employment Period other than for Good Reason, the
Company                shall pay to the Executive any portion of the Executive’s
Annual Base                Salary through the Date of Termination that has not yet been
paid and the                Company shall have no further obligations under this
Agreement, except as                specified in Section 6 below.  








        6.
Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
          limit the Executive’s continuing or future participation in any plan,
          program, policy or practice provided by the Company or any of its affiliates
for           which the Executive may qualify, nor shall anything in this Agreement limit
or           otherwise affect such rights as the Executive may have under any contract or
          agreement with the Company or any of its affiliates relating to subject matter
          other than that specifically addressed herein. Vested benefits and other
amounts           that the Executive is otherwise entitled to receive under the Incentive
          Compensation program, the Executive’s deferred compensation plan(s), or
any           other plan, policy, practice or program of, or any contract or agreement
with,           the Company or any of its affiliates on or after the Date of Termination
shall           be payable in accordance with the terms of each such plan, policy,
practice,           program, contract or agreement, as the case may be, except as
explicitly           modified by this Agreement.  





        7.
Full Settlement. The Company’s obligation to make the payments
          provided for in, and otherwise to perform its obligations under, this Agreement
          shall not be affected by any set-off, counterclaim, recoupment, defense or
other           claim, right or action that the Company may have against the Executive or
          others. In no event shall the Executive be obligated to seek other employment
or           take any other action by way of mitigation of the amounts payable to the
          Executive under any of the provisions of this Agreement.  





        8.
Non-Compete and Other Restrictions.   




	 	        (a)                 For
purposes of this Section 8, the following definitions apply:   








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









	 	        (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 the
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, the 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, the
Executive shall not                use or disclose any Confidential Information in
connection with or to benefit                any person, company or other enterprise
(including the 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
the Executive during employment, in substantial                business activities.  








	 	        (c)                      During
employment with the Company, the Executive shall preserve and protect
               Trade Secrets from unauthorized use or disclosure, and after termination
of such                employment, the 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
Executive agrees that, at all times during the term of employment hereunder,
               and for a period ending two (2) years following the Date of Termination
for any                reason, the 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 the Executive’s                management
responsibility, including the responsibility of personnel reporting                to the
Executive, at any time within two (2) years prior to the Executive’s
               termination (“Competitive Business”), if:  








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	 	        (i)
               said Competitive Business would utilize the Executive’s services for
the                benefit of any broadcast, cable, print or other mass communications
media                operations serving any Metropolitan Statistical Area, as that term
is defined by                the United States Government, where during two (2) years
preceding the                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                the Executive during employment, in broadcast,
cable, print or other mass                communications media operations; and  









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









	 	        (e)                      The
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)                      For
a period of two (2) years following the Date of Termination, the 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 the Executive, or about whom the Executive obtained any
Confidential                Information, during the last two (2) years of the Executive’s
employment by                the Company, to terminate their employment with the Company
or to accept                employment with a Competing 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 the                Executive.  








	 	        (g)                      The
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, the                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, the
               Executive shall deliver to the Company the original and all copies of all
               documents, records and property of any nature whatsoever which are in the
               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 the Executive                in said capacity, The Executive agrees to attend
an exit interview upon                termination of employment to ensure compliance with
the terms of this Agreement.  







	 	        (i)                      For
the period of two (2) years immediately following the Date of Termination,
               the Executive will inform each new employer, prior to accepting
employment, of                the existence of this Section 8 and provide that employer
with a copy of it. In                addition, the Executive hereby authorizes the
Company to forward a copy of this                Section 8 to any actual or prospective
new employer.  








        9.
Successors.   




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








	 	        (b)                      This
Agreement shall inure to the benefit of and be binding upon the Company and
               its successors and assigns.  








	 	        (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 expressly to assume and agree
to perform                this Agreement in the same manner and to the same extent that
the Company would                have been required to perform it if no such succession
had taken place. As used                in this Agreement, “Company” shall mean
both the Company as defined                above and any such successor that assumes and
agrees to perform this Agreement,                by operation of law or otherwise.  








        10. Miscellaneous.
  




	 	        (a)                      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.                The captions of this Agreement are not part of the provisions hereof
and shall                have no force or effect. This Agreement may not be amended or
modified except by                a written agreement executed by the parties hereto or
their respective                successors and legal representatives.  









	 	        (b)                      All
notices and other communications under this Agreement 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 the Executive:   






	 	
Steven
J. Smith                   
Journal Communications, Inc.                   
333 West State
Street                   
Milwaukee, WI 53203  






	 	
If
to the Company:   






	 	
Journal
Communications, Inc.                   
333 West State Street                   
Milwaukee,
WI 53203                   
Attention: Chief Financial Officer 






	 	
With
a copy to:   






	 	
Benjamin
F. Garmer, III                   
c/o Foley & Lardner LLP                   
777 East
Wisconsin Avenue                   
Milwaukee, WI 53202-5367 








	 	
or
to such other address as either party furnishes to the other in writing in accordance
with this paragraph (b) of Section 10. Notices and communications shall be effective when
actually received by the addressee.  






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	 	        (c)                      The
invalidity or unenforceability of any provision of this Agreement shall not
               affect the validity or enforceability of any other provision of this
Agreement.                If any provision of this Agreement shall be held invalid or
unenforceable in                part, the remaining portion of such provision, together
with all other                provisions of this Agreement, shall remain valid and
enforceable and continue in                full force and effect to the fullest extent
consistent with law.  








	 	        (d)                      Notwithstanding
any other provisions of this Agreement, the Company may withhold                from
amounts payable under this Agreement all federal, state, local and foreign
               taxes that are required to be withheld by applicable laws or regulations.  








	 	        (e)                      The
Executive’s or the Company’s failure to insist upon strict
               compliance with any provisions of, or to assert any right under, this
Agreement                (including, without limitation, the right of Executive to
terminate employment                for Good Reason pursuant to paragraph (c) of Section
4 of this Agreement) shall                not be deemed to be a waiver of such provision
or right or of any other                provision of or right under this Agreement.  








	 	        (f)                      The
rights and benefits of the Executive under this Agreement may not be
               anticipated, assigned, alienated or subject to attachment, garnishment,
levy,                execution or other legal or equitable process except as required by
law. Any                attempt by the Executive to anticipate, alienate, assign, sell,
transfer,                pledge, encumber or charge the same shall be void.  








	 	        (g)                      This
Agreement may be executed in several counterparts, each of which shall be
               deemed an original, and said counterparts shall constitute but one and the
same                instrument.  








        11.
Arbitration.   




	 	        (a)                      The
Company and the 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 the Executive shall be governed by the provisions
of Section 15 of this                Agreement; (ii) the arbitration shall be determined
by a single arbitrator, not                a panel; (iii) both the Company and the
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)                      The
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; and (vii) any laws or agreements that
provide for payment of                attorney fees, costs or expenses.  








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








	 	        (d)                      The
Company and the Executive acknowledge and agree that this Agreement 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 at
law for the violation of                any state trade secrets act or unfair competition
law; or (iv) any claim that by                law may not be required to be resolved by
binding arbitration.  








	 	        (e)                      The
Company and the 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 the                Executive acknowledge that although the
Executive agrees to resolve the                Executive’s legal dispute(s)
exclusively through binding arbitration,                nothing in this Agreement shall
be interpreted as prohibiting the 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 the                Executive
from seeking and recovering an award on his own behalf through any
               administrative process.  








        12.
Effectiveness of Agreement. This Agreement is effective when executed by
          the Company and the Executive in the signature spaces provided below.  




        13.
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 the 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 13, present value                shall be determined in accordance with Section
280G(d)(4) of the Code. In the                event it is necessary to reduce the
Payments, the Executive shall direct which                Payments are to be modified or
reduced.  







	 	        (b)                      All
determinations required to be made under this Section 13, 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 the Executive (the
“Determination Firm”) which shall                provide detailed supporting
calculations both to the Company and the Executive                within 15 business days
of the receipt of notice from the 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 the 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 13
(“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 the 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.  







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	 	        (c)                      In
the event that the provisions of Code Section 280G and 4999 or any successor
               provisions are repealed without succession, this Section 13 shall be of no
               further force or effect.” 







        14.
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 the Executive’s                termination of
employment, such amount or benefit will not be payable or                distributable to
the 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
14(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 the 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, the Executive’s
          right to receive payment or distribution of such non-exempt deferred
          compensation will be delayed until the earlier of the Executive’s death or
          the first day of the seventh month following the Executive’s Separation
          from Service; and  








-14- 









	 	        (ii)
            if the payment or distribution is payable over time, the amount of such
          non-exempt deferred compensation that would otherwise be payable during the
          six-month period immediately following the Executive’s Separation from
          Service will be accumulated and the Executive’s right to receive payment
or           distribution of such accumulated amount will be delayed until the earlier of
the           Executive’s death or the first day of the seventh month following the
          Executive’s Separation from Service, whereupon the accumulated amount will
          be paid or distributed to the Executive and the normal payment or distribution
          schedule for any remaining payments or distributions will resume.  







	 	        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.  







        15.
Costs of Enforcement. The Company shall reimburse the 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 the Executive in connection with
          this Agreement, including without limitation, (i) such fees and expenses, if
          any, incurred by the 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 the Executive in contesting or disputing any termination of
Executive’s           employment, or the Executive’s seeking to obtain or
enforce any right or           benefit provided by this Agreement, in each case,
regardless of whether or not           the Executive’s claim is upheld by an
arbitral panel or a court of           competent jurisdiction; provided, however, the
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 the Executive was frivolous           or advanced by the Executive in
bad faith. The amount reimbursable by the           Company under this Section 15 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 within
five business days after delivery of the           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. The
Executive’s rights pursuant to this Section           15 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.  










-15- 









        IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization of its Board of Directors, the Company has caused this
Agreement, as amended and restated, to be executed in its name and on its behalf. 



		JOURNAL COMMUNICATIONS, INC.
	

	By:  /s/ Roger D. Peirce
		        Roger D. Peirce
		        Chair, Compensation Committee
	

 	EXECUTIVE
	

 	/s/ Steven J. Smith
		Steven J. Smith
















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