JOURNAL REGISTER COMPANY
                1997 STOCK INCENTIVE PLAN (AMENDED AND RESTATED)
 
SECTION 1.        PURPOSE; DEFINITIONS
 
         The purpose of the Plan is to give the Corporation a competitive
advantage in attracting, retaining and motivating officers, other employees,
directors and consultants and to provide the Corporation and its subsidiaries
with a stock plan providing incentives more directly linked to the profitability
of the Corporation's businesses and increases in shareholder value.
 
         For purposes of the Plan, the following terms are defined as set forth
below:
 
a. "Affiliate" means a corporation or other entity controlled by the Corporation
and designated by the Committee from time to time as such.
 
b. "Award" means a Stock Appreciation Right, Stock Option, Restricted Stock, or
Stock Unit.
 
c. "Board" means the Board of Directors of the Corporation.
 
d. "Cause" means (1) conviction of a participant for committing a felony under
federal law or the law of the state in which such action occurred, (2)
dishonesty in the course of fulfilling a participant's employment duties or (3)
willful and deliberate failure on the part of a participant to perform his
employment duties in any material respect, or such other events as shall be
determined by the Committee. The Committee shall have the sole discretion to
determine whether "Cause" exists, and its determination shall be final.
 
e. "Code" means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.
 
f. "Commission" means the Securities and Exchange Commission or any successor
agency.
 
g. "Committee" means the Committee referred to in Section 2.
 
h. "Common Stock" means common stock, par value $.01 per share, of the
Corporation.
 
i. "Corporation" means Journal Register Company, a Delaware corporation.
 
j. "Covered Employee" means a participant designated prior to the grant of
shares of Restricted Stock or Stock Units by the Committee who is or may be a
"covered employee" within the meaning of Section 162(m)(3) of the Code in the
year in which Restricted Stock or Stock Units are expected to be taxable to such
participant.
 
k. "Disability" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.
 
l. "Early Retirement" means retirement from active employment with the
Corporation or a subsidiary or Affiliate thereof pursuant to the early
retirement provisions of the applicable pension plan of such employer.
 
m. "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.
 
 
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n. "Fair Market Value" means, as of any given date, the mean between the highest
and lowest reported sales prices of the Common Stock on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed or on NASDAQ.
If there is no regular public trading market for such Common Stock, the Fair
Market Value of the Common Stock shall be determined by the Committee in good
faith.
 
o. "Free-Standing SAR" has the meaning set forth in Section 5.
 
p. "Incentive Stock Option" means any Stock Option designated as, and qualified
as, an "incentive stock option" within the meaning of Section 422 of the Code.
 
q. "Non-Employee Director" means a member of the Board who qualifies as a
Non-Employee Director as defined in Rule 16b-3(b)(3), as promulgated by the
Commission under the Exchange Act, or any successor definition adopted by the
Commission.
 
r. "NonQualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.
 
s. "Normal Retirement" means (i) in the case of employees of the Corporation or
its Affiliates, retirement from active employment with the Corporation or a
subsidiary or Affiliate thereof at or after age 65, or (ii) in the case of
non-employee directors of the Corporation, retirement from service as a director
upon or after attainment of age 72.
 
t. "Qualified Performance-Based Award" means an Award of Restricted Stock or
Stock Units designated as such by the Committee at the time of grant, based upon
a determination that (i) the recipient is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which the
Corporation would expect to be able to claim a tax deduction with respect to
such Restricted Stock or Stock Units and (ii) the Committee wishes such Award to
qualify for the Section 162(m) Exemption.
 
u. "Performance Goals" means performance goals established by the Committee in
connection with the grant of Restricted Stock or Stock Units. In the case of
Qualified Performance-Based Awards, (i) such goals shall be based on the
attainment of specified levels of one or more of the following measures:
earnings per share, return on equity, revenue growth, earnings before interest,
taxes, depreciation and amortization (EBITDA), return on assets, return on
invested capital, market capitalization, stock price appreciation, operating
income, net income, free cash flow, repayment of debt and strategic business
goals relating to acquisitions, and (ii) such Performance Goals shall be set by
the Committee within the time period prescribed by Section 162(m) of the Code
and related regulations.
 
v. "Plan" means the Journal Register Company 1997 Stock Incentive Plan, as set
forth herein and as hereinafter amended from time to time.
 
w. "Restricted Stock" means an award granted under Section 6.
 
x. "Retirement" means Normal Retirement or Early Retirement.
 
y. "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under Section
16(b) of the Exchange Act, as amended from time to time.
 
z. "Section 16 Event" is an event that, in the view of counsel to a holder of an
Award hereunder, may result in liability of such holder under Section 16 of the
Exchange Act.
 
aa. "Section 162(m) Exemption" means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.
 
bb. "Stock Appreciation Right" has the meaning set forth in Section 5.
 
 
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cc. "Stock Option" has the meaning set forth in Section 5.
 
dd. "Stock Unit Period" shall mean a period of consecutive fiscal years or
portions thereof designated by the Committee over which Stock Units are to be
earned.
 
ee. "Stock Units" means an award granted under Section 7, representing the right
to receive a specified number of shares of Common Stock, a cash value equal to
the value thereof, or a combination of both, in settlement thereof.
 
ff. "Tandem SAR" has the meaning set forth in Section 5.
 
gg. "Termination of Employment" means (i) in the case of a participant who is an
employee of the Corporation or any of subsidiaries or Affiliates, the
participant's ceasing to be employed by the Corporation and its subsidiaries and
Affiliates, unless immediately thereafter, the participant is a non-employee
director or a consultant to the Corporation or any of its subsidiaries or
Affiliates; (ii) in the case of a participant who is a consultant to the
Corporation or any of subsidiaries or Affiliates, the participant's ceasing to
be such a consultant, unless immediately thereafter, the participant is a
non-employee director or an employee of the Corporation or any of its
subsidiaries or Affiliates; and (iii) in the case of a participant who is a
non-employee director, the participant's ceasing to be a member of the Board,
unless immediately thereafter, the participant is an employee of or consultant
to the Corporation or any of its subsidiaries or Affiliates. A participant
employed by or serving as a consultant to a subsidiary or an Affiliate of the
Corporation shall also be deemed to incur a Termination of Employment if the
subsidiary or Affiliate ceases to be such a subsidiary or an Affiliate, as the
case may be, and the participant is not, immediately thereafter, a non-employee
director or an employee of or consultant to the Corporation or another
subsidiary or Affiliate of the Corporation. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among the
Corporation and its subsidiaries and Affiliates shall not be considered
Terminations of Employment.
 
         In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
 
SECTION 2.        ADMINISTRATION
 
         The Plan shall be administered by the Compensation Committee or such
other committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than two Non-Employee
Directors, each of whom shall be an "outside director" for purposes of Section
162(m)(4) of the Code and an "independent director" under the Corporate
Governance rules of the New York Stock Exchange, and shall be appointed by and
serve at the pleasure of the Board.
 
         The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to officers and employees of the Corporation and its
subsidiaries and Affiliates and other persons eligible to receive Awards
hereunder.
 
         Among other things, the Committee shall have the authority, subject to
the terms of the Plan:
 
(a) To select the persons to whom Awards may from time to time be granted;
 
(b) To determine whether and to what extent Incentive Stock Options,
NonQualified Stock Options, Stock Appreciation Rights, Restricted Stock, and
Stock Units or any combination thereof are to be granted hereunder;
 
(c) To determine the number of shares of Common Stock to be covered by each
Award granted hereunder;
 
(d) To determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the exercise price (subject to Section 5(a)),
any vesting condition, restriction or limitation (which may be related
 
 
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to the performance of the participant, the Corporation or any subsidiary or
Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award
and the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine;
 
(e) To modify, amend or adjust the terms and conditions of any Award, at any
time or from time to time, including but not limited to Performance Goals;
provided, however, that the Committee may not adjust upwards the amount payable
with respect to a Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith;
 
(f) To determine to what extent and under what circumstances Common Stock and
other amounts payable with respect to an Award shall be deferred; and
 
(g) To determine under what circumstances an Award may be settled in cash or
Common Stock under Sections 5(j) and 7(b)(iv), and to determine under what
circumstances a Stock Appreciation Right may be settled in cash or Common Stock.
 
         The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
 
         The Committee may act only by a majority of its members then in office,
except that the members thereof may (i) delegate to an officer of the
Corporation the authority to make decisions pursuant to Section 5 and (ii)
authorize any one or more of their members or any officer of the Corporation to
execute and deliver documents on behalf of the Committee. Any determination made
by the Committee or pursuant to delegated authority pursuant to the provisions
of the Plan with respect to any Award shall be made in the sole discretion of
the Committee or such delegate at the time of the grant of the Award or, unless
in contravention of any express term of the Plan, at any time thereafter. All
decisions made by the Committee or any appropriately delegated officer pursuant
to the provisions of the Plan shall be final and binding on all persons,
including the Corporation and Plan participants.
 
         Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority
would cause any Award or transaction to become subject to (or lose an exemption
under) the short-swing profit recovery provisions of Section 16 of the Exchange
Act or cause an award designated as a Qualified Performance-Based Award not to
qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the
extent that any permitted action taken by the Board conflicts with action taken
by the Committee, the Board action shall control.
 
SECTION 3.        COMMON STOCK SUBJECT TO PLAN
 
         The total number of shares of Common Stock reserved and available for
grant under the Plan shall be 7,383,750, subject to the third paragraph of this
Section 3. No participant may be granted Awards covering in excess of 500,000
shares of Common Stock in any fiscal year, subject to the third paragraph of
this Section 3. Shares subject to an Award under the Plan may be authorized and
unissued shares or may be treasury shares.
 
         If any shares of Restricted Stock are forfeited, or if any Stock Option
(and related Stock Appreciation Right, if any) terminates without being
exercised, or if any Stock Appreciation Right is exercised for cash, or if any
Stock Units are forfeited or settled for cash, shares subject to such Awards
shall again be available for distribution in connection with Awards under the
Plan.
 
         In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Corporation, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares reserved
for issuance under the Plan, in the maximum annual limitation on grants to any
individual, in the number, kind and exercise price of shares
 
 
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subject to outstanding Stock Options and Stock Appreciation Rights, in the
number and kind of shares subject to other outstanding Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Award shall always be a whole number. Such adjusted
exercise price shall also be used to determine the amount payable by the
Corporation upon the exercise of any Stock Appreciation Right associated with
any Stock Option.
 
SECTION 4.        ELIGIBILITY
 
         Directors, officers, employees and consultants of the Corporation, its
subsidiaries and Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the Corporation, its
subsidiaries and Affiliates are eligible to be granted Awards under the Plan;
provided, that, consultants and non-employee directors shall not be eligible for
grants of Incentive Stock Options.
 
SECTION 5.        STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
 
         Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types: Incentive Stock Options and
NonQualified Stock Options. Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve. Stock Appreciation
Rights may be "Tandem SARs," which are granted in conjunction with a Stock
Option, or "Freestanding SARs," which are not granted in conjunction with a
Stock Option. Tandem SARs may be granted in conjunction with all or part of any
Stock Option granted under the Plan. In the case of a NonQualified Stock Option,
Tandem SARs may be granted either at or after the time of grant of such Stock
Option. In the case of an Incentive Stock Option, Tandem SARs may be granted
only at the time of grant of such Stock Option. A Tandem SAR shall terminate and
no longer be exercisable upon the termination or exercise of the related Stock
Option. Upon the exercise of a Stock Appreciation Right, the participant shall
be entitled to receive an amount in cash, shares of Common Stock, or both, with
the Committee having the right to determine the form of payment, in value equal
to the product of (x) the excess of the Fair Market Value of one share of Common
Stock over the exercise price of the applicable Stock Appreciation Right,
multiplied by (y) the number of shares of Common Stock in respect of which the
Stock Appreciation Right has been exercised.
 
         The Committee shall have the authority to grant any participant
Incentive Stock Options, NonQualified Stock Options, both types of Stock Options
(in each case with or without Tandem SARs), and/or Free Standing SARs; provided,
however, that grants hereunder are subject to the aggregate limit on grants to
individual participants set forth in Section 3. Incentive Stock Options may be
granted only to employees of the Corporation and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a NonQualified Stock
Option.
 
         Stock Options and Stock Appreciation Rights shall be evidenced by Award
agreements, the terms and provisions of which may differ. Any such agreement
shall indicate on its face whether it is intended to be an agreement for an
Incentive Stock Option, a NonQualified Stock Option, or a Stock Appreciation
Right. The grant of a Stock Option or Stock Appreciation Right shall occur on
the date the Committee by resolution selects an individual to be a participant
in any grant of a Stock Option or Stock Appreciation Right, determines the
number of shares of Common Stock to be subject to such Stock Option or Stock
Appreciation Right to be granted to such individual and specifies the terms and
provisions of the Stock Option or Stock Appreciation Right. The Corporation
shall notify a participant of any grant of a Stock Option or Stock Appreciation
Right, and a written Award agreement or agreements shall be duly executed and
delivered by the Corporation to the participant. Such agreement or agreements
shall become effective upon execution by the Corporation and the participant.
 
         Anything in the Plan to the contrary notwithstanding (other than
Section 14), no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered nor shall any discretion or authority granted
under the Plan be exercised so as to disqualify the Plan under Section 422 of
the Code or, without the consent of the optionee affected, to disqualify any
Incentive Stock Option under such Section 422.
 
         Stock Options and Stock Appreciation Rights granted under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions as the Committee shall deem desirable:
 
 
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     (a) Exercise Price. The exercise price per share of Common Stock under a
Stock Option or Stock Appreciation Right shall be determined by the Committee
and set forth in the Award agreement, and with respect to Incentive Stock
Options, shall not be less than the Fair Market Value of the Common Stock
subject to such Incentive Stock Option on the date of grant. The exercise price
of a Tandem SAR must be equal to the exercise price of the related Stock Option.
 
     (b) Term. The term of each Stock Option or Stock Appreciation Right shall
be fixed by the Committee, but no Incentive Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted.
 
     (c) Exercisability. Except as otherwise provided herein, Stock Options and
Freestanding SARs shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee. Tandem SARs shall
be exercisable only at such time or times and to the extent that the Stock
Options to which they relate are exercisable in accordance with the provisions
of this Section 5. If the Committee provides that any Stock Option or Stock
Appreciation Right is exercisable only in installments, the Committee may at any
time waive such installment exercise provisions, in whole or in part, based on
such factors as the Committee may determine. In addition, the Committee may at
any time accelerate the exercisability of any Stock Option or Stock Appreciation
Right.
 
     (d) Method of Exercise. Subject to the provisions of this Section 5, Stock
Options and Freestanding SARs may be exercised by a participant, in whole or in
part, at any time during the applicable term by giving written notice of
exercise to the Corporation specifying the number of shares of Common Stock with
respect to which such Stock Option or Freestanding SAR is being exercised. A
Tandem SAR may be exercised by a participant by surrendering the applicable
portion of the related Stock Option in accordance with procedures established by
the Committee, and Stock Options so surrendered shall no longer be exercisable
to the extent the related Tandem SARs have been exercised. Upon the exercise of
a Tandem SAR, the Stock Option or portion thereof to which such Tandem SAR is
related shall be deemed to have been exercised for purposes of the limitation
set forth in Section 3 on the number of shares of Common Stock to be issued
under the Plan, but only to the extent of the number of shares covered by the
Tandem SAR at the time of exercise based on the value of the Tandem SAR at such
time.
 
         In the case of exercise of a Stock Option, notice of exercise shall be
accompanied by payment in full of the purchase price by certified or bank check
or such other instrument as the Corporation may accept. If approved by the
Committee, payment, in full or in part, may also be made in the form of
unrestricted Common Stock already owned by the optionee of the same class as the
Common Stock subject to the Stock Option (based on the Fair Market Value of the
Common Stock on the date the Stock Option is exercised); provided, however,
that, in the case of an Incentive Stock Option the right to make a payment in
the form of already owned shares of Common Stock of the same class as the Common
Stock subject to the Stock Option may be authorized only at the time the Stock
Option is granted and provided, further, that such already owned shares have
been held by the optionee for at least six months at the time of exercise.
 
         In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly executed exercise notice
to the Corporation, together with a copy of irrevocable instructions to a broker
to deliver promptly to the Corporation the amount of sale or loan proceeds
necessary to pay the purchase price, and, if requested, the amount of any
federal, state, local or foreign withholding taxes. To facilitate the foregoing,
the Corporation may enter into agreements for coordinated procedures with one or
more brokerage firms.
 
         In addition, in the discretion of the Committee, payment for any shares
subject to a Stock Option may also be made by instructing the Committee to
withhold a number of such shares having a Fair Market Value on the date of
exercise equal to the aggregate exercise price of such Stock Option.
 
         No shares of Common Stock shall be issued until full payment therefor
has been made. Subject to Section 15, an optionee shall have all of the rights
of a shareholder of the Corporation holding the class or series of Common Stock
that is subject to such Stock Option (including, if applicable, the right to
vote the shares and the right to receive dividends), when the optionee has given
written notice of exercise, has paid in full for such shares and, if requested,
has given the representation described in Section 11(a).
 
 
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     (e) Nontransferability. No Stock Option or Freestanding SAR shall be
transferable by a participant other than (i) by will or by the laws of descent
and distribution; or (ii) in the case of a NonQualified Stock Option or
Freestanding SAR, as otherwise expressly permitted under the applicable Award
agreement including, if so permitted, pursuant to a gift to the applicable
participant's family, whether directly or indirectly or by means of a trust or
partnership or otherwise. Tandem SARs shall be transferable only to permitted
transferees of the related Stock Option in accordance with this Section 5(e).
Stock Options and Stock Appreciation Rights shall be exercisable, subject to the
terms of this Plan, only by the participant, the guardian or legal
representative of the participant, or any person to whom a Stock Option or Stock
Appreciation Right is transferred pursuant to the preceding two sentences, it
being understood that the term "holder," "optionee," and "participant" include
such guardian, legal representative and other transferee.
 
     (f) Termination by Death. Unless otherwise determined by the Committee, if
a participant's employment terminates by reason of death, any Stock Option or
Stock Appreciation Right held by such participant may thereafter be exercised,
to the extent then exercisable, or on such accelerated basis as the Committee
may determine, for a period of one year (or such other period as the Committee
may specify in the applicable Award agreement) from the date of such death or
until the expiration of the stated term of such Stock Option or Stock
Appreciation Right, whichever period is the shorter.
 
     (g) Termination by Reason of Disability. Unless otherwise determined by the
Committee, if a participant's employment terminates by reason of Disability, any
Stock Option or Stock Appreciation Right held by such participant may thereafter
be exercised by the participant, to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Committee may determine, for a
period of three years (or such shorter period as the Committee may specify in
the applicable Award agreement) from the date of such termination of employment
or until the expiration of the stated term of such Stock Option or Stock
Appreciation Right, whichever period is the shorter; provided, however, that if
the participant dies within such period, any unexercised Stock Option or Stock
Appreciation Right held by such participant shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option or
Stock Appreciation Right, whichever period is the shorter. In the event of
termination of employment by reason of Disability, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.
 
     (h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee at the time of grant: (A) if a participant incurs a Termination of
Employment by reason of Normal Retirement, any Stock Option or Stock
Appreciation Right held by such participant that was granted subsequent to March
30, 2004 shall, to the extent unexercisable as of such Termination of
Employment, vest in full and become exercisable upon such Termination of
Employment; and (B) if a participant incurs a Termination of Employment by
reason of Retirement, any Stock Option or Stock Appreciation Right may
thereafter be exercised by the participant, to the extent it was exercisable at
the time of such Retirement (including under clause (A) of this sentence if
applicable) or on such accelerated basis as the Committee may determine, for a
period of one year (or such other period as the Committee may specify in the
applicable Award agreement) from the date of such Termination of Employment or
until the expiration of the stated term of such Stock Option or Stock
Appreciation Right, whichever period is the shorter; provided, however, that if
the participant dies within such period any unexercised Stock Option or Stock
Appreciation Right held by such participant shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option or
Stock Appreciation Right, whichever period is the shorter. In the event of
termination of employment by reason of Retirement, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.
 
     (i) Other Termination. Unless otherwise determined by the Committee: (A) if
a participant incurs a Termination of Employment for Cause, all Stock Options or
Stock Appreciation Rights held by such participant shall thereupon terminate;
and (B) if a participant incurs a Termination of Employment for any reason other
than death, Disability, Retirement, or for Cause, any Stock Option or Stock
Appreciation Right held by such participant, to the extent then exercisable, or
on such accelerated basis as the Committee may determine, may be exercised for
the lesser of three months from the date of such Termination of Employment or
the balance of such Stock Option's
 
 
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<PAGE>
 
or Stock Appreciation Right's term; provided, however, that if the participant
dies within such three-month period, any unexercised Stock Option or Stock
Appreciation Right held by such participant shall, notwithstanding the
expiration of such three-month period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term of such Stock
Option or Stock Appreciation Right, whichever period is the shorter. In the
event of Termination of Employment, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option will thereafter be treated as a NonQualified
Stock Option.
 
     (j) Cashing Out of Stock Option. On receipt of written notice of exercise,
the Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being exercised by paying the optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock over the exercise price times the number of shares of Common
Stock for which the Option is being exercised on the effective date of such
cash-out.
 
SECTION 6.        RESTRICTED STOCK
 
     (a) Administration. Shares of Restricted Stock may be awarded either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine the directors, officers, employees and consultants to whom and the
time or times at which grants of Restricted Stock will be awarded, the number of
shares to be awarded to any participant (subject to the aggregate limit on
grants to individual participants set forth in Section 3), the conditions for
vesting, the time or times within which such Awards may be subject to forfeiture
and any other terms and conditions of the Awards, in addition to those contained
in Section 6(c).
 
     (b) Awards and Certificates. Shares of Restricted Stock shall be evidenced
in such manner as the Committee may deem appropriate, including book-entry
registration or issuance of one or more stock certificates. Any certificate
issued in respect of shares of Restricted Stock shall be registered in the name
of such participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the
following form:
 
                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Journal Register
                  Company 1997 Stock Incentive Plan and a Restricted Stock
                  Agreement. Copies of such Plan and Agreement are on file at
                  the offices of Journal Register Company, State Street Square,
                  50 West State Street, Trenton, New Jersey 08608-1298."
 
The Committee may require that the certificates evidencing such shares be held
in custody by the Corporation until the restrictions thereon shall have lapsed
and that, as a condition of any Award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.
 
     (c)      Terms and Conditions. Shares of Restricted Stock shall be subject
to the following terms and conditions:
 
              (i)      The Committee may, prior to or at the time of grant,
         designate an Award of Restricted Stock as a Qualified Performance-Based
         Award, in which event it shall condition the grant or vesting, as
         applicable, of such Restricted Stock Award upon attainment of
         Performance Goals of the type applicable to Qualified Performance-Based
         Awards. If the Committee does not designate an Award of Restricted
         Stock as a Qualified Performance-Based Award, it may condition the
         settlement thereof upon the attainment of Performance Goals and/or upon
         the continued service of the participant. The conditions for grant or
         vesting and the other provisions of Restricted Stock Awards (including
         without limitation any applicable Performance Goals) need not be the
         same with respect to each recipient. The Committee may at any time, in
         its sole discretion, accelerate or waive, in whole or in part, any of
         the foregoing restrictions; provided, however, that in the case of
         Restricted Stock that is a Qualified Performance-Based Award, the
         applicable Performance Goals have been satisfied.
 
 
                                      B-8
 
<PAGE>
 
              (ii)     Subject to the provisions of the Plan and the
         Restricted Stock Agreement referred to in Section 6(c)(vii), during the
         period, if any, set by the Committee, commencing with the date of such
         Award for which such participant's continued service is required (the
         "Restriction Period"), and until the later of (i) the expiration of the
         Restriction Period and (ii) the date the applicable Performance Goals
         (if any) are satisfied, the participant shall not be permitted to sell,
         assign, transfer, pledge or otherwise encumber shares of Restricted
         Stock; provided that the foregoing shall not prevent a participant from
         pledging Restricted Stock as security for a loan, the sole purpose of
         which is to provide funds to pay the exercise price for Stock Options.
 
              (iii)    Except as provided in this paragraph (iii) and Sections
         6(c)(i) and 6(c)(ii) and the Restricted Stock Agreement, the
         participant shall have, with respect to shares of Restricted Stock, all
         of the rights of a stockholder of the Corporation holding the class or
         series of Common Stock that is the subject of the Restricted Stock,
         including, if applicable, the right to vote the shares and the right to
         receive any cash dividends. If so determined by the Committee in the
         applicable Restricted Stock Agreement and subject to Section 11(e) of
         the Plan, (A) cash dividends on the class or series of Common Stock
         that is the subject of the Restricted Stock Award shall be
         automatically deferred and reinvested in additional Restricted Stock,
         held subject to the vesting of the underlying Restricted Stock, or held
         subject to meeting Performance Goals applicable only to dividends, and
         (B) dividends payable in Common Stock shall be paid in the form of
         Restricted Stock of the same class as the Common Stock with which such
         dividend was paid, held subject to the vesting of the underlying
         Restricted Stock, or held subject to meeting Performance Goals
         applicable only to dividends.
 
              (iv)     Except to the extent otherwise provided in the applicable
         Restricted Stock Agreement and Sections 6(c)(i), 6(c)(ii), 6(c)(v), and
         14(a)(iii), upon a participant's Termination of Employment for any
         reason during the Restriction Period or before the applicable
         Performance Goals are satisfied, all shares still subject to
         restriction shall be forfeited by the participant.
 
              (v)      In the event that a participant retires or such
         participant's employment is involuntarily terminated (other than for
         Cause), the Committee shall have the discretion to waive, in whole or
         in part, any or all remaining restrictions (other than, in the case of
         Restricted Stock with respect to which a participant is a Covered
         Employee, satisfaction of the applicable Performance Goals unless the
         participant's employment is terminated by reason of death or
         Disability) with respect to any or all of such participant's shares of
         Restricted Stock.
 
              (vi)     If and when any applicable Performance Goals are
         satisfied and the Restriction Period expires without a prior forfeiture
         of the Restricted Stock, unlegended certificates for such shares shall
         be delivered to the participant upon surrender of the legended
         certificates.
 
              (vii)    Each Award shall be confirmed by, and be subject to the
         terms of, a Restricted Stock Agreement.
 
SECTION 7.        STOCK UNITS
 
     (a)      Administration. Stock Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the officers, employees and consultants to whom and the time or times at which
Stock Units shall be awarded, the number of Stock Units to be awarded to any
participant (subject to the aggregate limit on grants to individual participants
set forth in Section 3), the duration of the Stock Unit Period and any other
terms and conditions of the Award, in addition to those contained in
Section 7(b).
 
     (b)      Terms and Conditions. Stock Unit Awards shall be subject to the
following terms and conditions:
 
              (i)      The  Committee  may,  prior  to  or at  the  time  of
         the grant, designate Stock Units as Qualified Performance-Based Awards,
         in which event it shall condition the settlement thereof upon
         attainment of Performance Goals of the type applicable to Qualified
         Performance-Based Awards. If the Committee does not designate Stock
         Units as Qualified Performance-Based Awards, it may also condition
 
 
                                      B-9
 
<PAGE>
 
         the settlement thereof upon the attainment of Performance Goals and/or
         upon the continued service of the participant. The provisions of such
         Awards (including without
         limitation any applicable Performance Goals) need not be the same with
         respect to each recipient. Subject to the provisions of the Plan and
         the Stock Units Agreement referred to in Section 7(b)(vi), Stock Units
         may not be sold, assigned, transferred, pledged or otherwise encumbered
         during the Stock Unit Period.
 
              (ii)     Except to the extent otherwise provided in the applicable
         Stock Unit Agreement and Section 7(b)(iii), upon a participant's
         Termination of Employment for any reason during the Stock Unit Period
         or before any applicable Performance Goals are satisfied, all rights to
         receive cash or stock in settlement of the Stock Units shall be
         forfeited by the participant.
 
              (iii)    In the event that a participant's employment is
         terminated (other than for Cause), or in the event a participant
         retires, the Committee shall have the discretion to waive, in whole or
         in part, any or all remaining payment limitations (other than, in the
         case of Stock Units that are Qualified Performance-Based Awards,
         satisfaction of the applicable Performance Goals unless the
         participant's employment is terminated by reason of death or
         Disability) with respect to any or all of such participant's Stock
         Units.
 
              (iv)     At the expiration of the Stock Unit Period, the Committee
         shall evaluate the Corporation's performance in light of any
         Performance Goals for such Award, and shall determine the number of
         Stock Units granted to the participant which have been earned, and the
         Committee shall then cause to be delivered (A) a number of shares of
         Common Stock equal to the number of Stock Units determined by the
         Committee to have been earned, or (B) cash equal to the Fair Market
         Value of such number of shares of Common Stock to the participant, as
         the Committee shall elect (subject to any deferral pursuant to Section
         15).
 
              (v)      If so determined by the Committee in the applicable Stock
         Unit Agreement and subject to Section 11(e), the participant may be
         provided with the right to receive dividend equivalent payments with
         respect to Stock Units, which may be payable in cash or shares of
         Common Stock in connection with the settlement of the underlying Stock
         Units or on such other terms and conditions as the Committee may
         determine.
 
              (vi)     Each Award shall be confirmed by, and be subject to, the
         terms of a Stock Unit Agreement.
 
SECTION 8.        TAX OFFSET BONUSES
 
         At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.
 
SECTION 9.        TERM, AMENDMENT AND TERMINATION
 
         The Plan will terminate 10 years after the effective date of the Plan.
Under the Plan, Awards outstanding as of such date shall not be affected or
impaired by the termination of the Plan.
 
         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
participant under a Stock Option or a recipient of a Stock Appreciation Right,
Restricted Stock Award or Stock Unit Award theretofore granted without the
participant's consent, except such an amendment made to cause the Plan to
qualify for any exemption provided by Rule 16b-3. In addition, no such amendment
shall be made without the approval of the Corporation's shareholders to the
extent such approval is required by law or agreement.
 
 
                                      B-10
 
<PAGE>
 
         The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a Qualified Performance-Based Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except such an amendment made to cause the Plan or Award to qualify for any
exemption provided by Rule 16b-3. Notwithstanding the foregoing, in no event may
any Stock Option or Stock Appreciation Right be amended to decrease the exercise
price thereof, be cancelled in conjunction with the grant of any new Stock
Option or Stock Appreciation Right with a lower exercise price, or otherwise be
subject to any action that would be treated, for accounting purposes, as a
"repricing" of such Stock Option or Stock Appreciation Right, unless such
amendment, cancellation, or action is approved by the Corporation's stockholders
or is taken pursuant to the third paragraph of Section 3.
 
         Subject to the above provisions, the Board shall have authority to
amend the Plan to take into account changes in law and tax and accounting rules
as well as other developments, and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.
 
SECTION 10.       UNFUNDED STATUS OF PLAN
 
         It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
 
SECTION 11.       GENERAL PROVISIONS
 
         (a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Corporation in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
 
         Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Corporation shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
 
         (1) Listing or approval for listing upon notice of issuance, of such
shares on the New York Stock Exchange, Inc., or such other securities exchange
as may at the time be the principal market for the Common Stock;
 
         (2) Any registration or other qualification of such shares of the
Corporation under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and
 
         (3) Obtaining any other consent, approval, or permit from any state or
federal governmental agency which the Committee shall, in its absolute
discretion after receiving the advice of counsel, determine to be necessary or
advisable.
 
         (b) Nothing contained in the Plan shall prevent the Corporation or any
subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.
 
         (c) Adoption of the Plan shall not confer upon any employee any right
to continued employment, nor shall it interfere in any way with the right of the
Corporation or any subsidiary or Affiliate to terminate the employment of any
employee at any time.
 
         (d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for federal income tax
purposes with respect to any Award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Corporation regarding
the payment of, any federal, state, local
 
 
                                      B-11
 
<PAGE>
 
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Corporation, withholding obligations
may be settled with Common Stock, including Common Stock that is part of the
Award that gives rise to the withholding requirement. The obligations of the
Corporation under the Plan shall be conditional on such payment or arrangements,
and the Corporation and its Affiliates shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment otherwise due to the
participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.
 
         (e) Reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment, or of dividend equivalents on Stock Units that
must be settled in shares of Common Stock, shall only be permissible if
sufficient shares of Common Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options and other
Awards).
 
         (f) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.
 
         (g) In the case of a grant of an Award to any employee of a subsidiary
of the Corporation, the Corporation may, if the Committee so directs, issue or
transfer the shares of Common Stock, if any, covered by the Award to the
subsidiary, for such lawful consideration as the Committee may specify, upon the
condition or understanding that the subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the Award specified
by the Committee pursuant to the provisions of the Plan.
 
         (h) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.
 
SECTION 12.       EFFECTIVE DATE OF PLAN
 
         The Plan shall be effective as of the date it is approved by at least a
majority of the outstanding shares of Common Stock of the Corporation.
 
SECTION 13.       DIRECTOR STOCK OPTIONS
 
         (a) Each director of the Corporation who is not otherwise an employee
of the Corporation or any of its subsidiaries or Affiliates shall, on the first
Tuesday following his or her first election as a director of the Corporation,
and thereafter on the day after each Annual Meeting of Stockholders during such
director's term, automatically be granted NonQualified Stock Options to purchase
9,000 shares of Common Stock on terms and conditions specified by the Committee.
 
         (b) An automatic director Stock Option shall be granted hereunder only
if as of each date of grant the director (i) is not otherwise an employee of the
Corporation or any of its subsidiaries or Affiliates, (ii) has not been an
employee of the Corporation or any of its subsidiaries or Affiliates for any
part of the preceding fiscal year, and (iii) has served on the Board
continuously since the commencement of his term.
 
         (c) Each holder of a Stock Option granted pursuant to this Section 13
shall also be eligible for the rights specified in Section 15.
 
         (d) In the event that the number of shares of Common Stock available
for future grant under the Plan is insufficient to make all automatic grants
required to be made on such date, then all non-employee directors entitled to a
grant on such date shall share ratably in the number of options on shares
available for grant under the Plan.
 
         (e) Except as expressly provided in this Section 13, any Stock Option
granted hereunder shall be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof.
 
 
                                      B-12
 
<PAGE>
 
SECTION 14.       CHANGE IN CONTROL.
 
         (a)      Impact of Event. Notwithstanding any other provision of the
Plan to the contrary, other than Section 14(c), in the event of a Change in
Control:
 
              (i)      any Stock Options and Stock Appreciation Rights
         outstanding as of the date of such Change in Control, and which are not
         then exercisable and vested, shall become fully exercisable and vested
         (unless the award to the specific individual provides otherwise);
 
              (ii)     if the holder of a Stock Option or Stock Appreciation
         Right incurs a Termination of Employment for any reason other than for
         Cause within one year after the Change in Control, such Stock Option or
         Stock Appreciation Right shall remain exercisable for not less than the
         lesser of one year or the balance of its term;
 
              (iii)    the restrictions and deferral limitations applicable to
         any Restricted Stock shall lapse, and such Restricted Stock shall
         become free of all restrictions and become fully vested and
         transferable to the full extent of the original grant;
 
              (iv)     all Stock Units shall be considered to be earned and
         payable in full, any deferral or other restriction on such Stock Units
         shall lapse, and such Stock Units shall be settled as promptly as is
         practicable in the form set forth in the applicable Award Agreement;
         and
 
              (v)      the Committee may also make additional adjustments
         and/or settlements of outstanding Awards as it deems appropriate and
         consistent with the Plan's purposes.
 
         (b)      Definition of Change in Control. A "Change in Control" shall
mean the happening of any of the following events:
 
              (i)      the acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of either (A) the
         then-outstanding shares of common stock of the Corporation (the
         "Outstanding Company Common Stock") or (B) the combined voting power of
         the then-outstanding voting securities of the Corporation entitled to
         vote generally in the election of directors (the "Outstanding Company
         Voting Securities"); provided, however, that, for purposes of this
         paragraph (i), the following acquisitions shall not constitute a Change
         of Control: (1) any acquisition directly from the Corporation, (2) any
         acquisition by the Corporation, (3) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the
         Corporation or any Affiliate or (4) any acquisition by any corporation
         pursuant to a transaction which complies with clauses (A), (B) and (C)
         of subsection (iii) of this Section 14(b); or
 
              (ii)     individuals who, as of March 27, 2001, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to March 27, 2001 whose election, or
         nomination for election by the Corporation's stockholders, was approved
         by a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board; but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of either an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board; or
 
              (iii)    consummation of a reorganization, merger, statutory share
         exchange or consolidation or similar corporate transaction involving
         the Corporation or any of its subsidiaries, a sale or other disposition
         of all or substantially all of the assets of the Corporation, or the
         acquisition of assets or stock of another entity by the Corporation or
         any of its subsidiaries (each, a "Business Combination"), in each case
         unless, following such Business Combination, (A) all or substantially
         all of the individuals and entities that were
 
 
                                      B-13
 
<PAGE>
 
         the beneficial owners of the Outstanding Company Common Stock and the
         Outstanding Company Voting Securities immediately prior to such
         Business Combination beneficially own, directly or indirectly, more
         than 60% of 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 corporation resulting from such Business Combination
         (including, without limitation, a corporation that, as a result of such
         transaction, owns the Corporation or all or substantially all of the
         Corporation's assets either directly or through one or more
         subsidiaries) in substantially the same proportions as their ownership
         immediately prior to such Business Combination of the Outstanding
         Company Common Stock and the Outstanding Company Voting Securities, as
         the case may be, (B) no Person (excluding any corporation resulting
         from such Business Combination or any employee benefit plan (or
         related trust) of the Corporation or such corporation resulting from
         such Business Combination) beneficially owns, directly or indirectly,
         20% or more of, respectively, the then-outstanding shares of common
         stock of the corporation resulting from such Business Combination or
         the combined voting power of the then-outstanding voting securities of
         such corporation, except to the extent that such ownership existed
         prior to the Business Combination, and (C) at least a majority of the
         members of the board of directors of the corporation resulting from
         such Business Combination were members of the Incumbent Board at the
         time of the execution of the initial agreement or of the action of the
         Board providing for such Business Combination; or
 
              (iv)     the approval by the stockholders of the Corporation of a
         complete liquidation or dissolution of the Corporation.
 
         (c)      The foregoing provisions of Section 14 shall not apply to an
Award if and to the extent so provided by the Committee at the time of grant
and, in such case, specified in such grant agreement.
 
SECTION 15.       DEFERRALS
 
         Under procedures established by the Committee that take into account
applicable law in effect at any relevant time, the Committee may allow a
participant to defer receipt of payment of cash or delivery of Common Stock that
would otherwise be due such participant by reason of exercise of a Stock Option
or a Stock Appreciation Right, lapse of restrictions on Restricted Stock or
vesting of a Stock Unit. A participant who makes such a deferral shall not have
any rights as a stockholder with respect to any deferred shares of Common Stock
before delivery to such participant, except to the extent otherwise determined
by the Committee.