THE JOURNAL COMPANY
                           2003 EQUITY INCENTIVE PLAN
 
1.   PURPOSE.
 
     The purpose of The Journal Company 2003 Equity Incentive Plan (the "Plan")
is to advance the interests of The Journal Company, to be renamed Journal
Communications, Inc. (the "Company") and its shareholders by providing Outside
Directors and those key employees of the Company and its Subsidiaries and
Affiliates, upon whose judgment, initiative and efforts the successful conduct
of the business of the Company and its Affiliates largely depends, with
additional incentive to perform in a superior manner. A purpose of the Plan also
is to attract and retain personnel of experience and ability to the service of
the Company and its Affiliates, and to reward such individuals for achievement
of corporate and individual performance goals.
 
2.   DEFINITIONS.
 
     (a)  "Affiliate" means an affiliate as that term is defined in Rule 12b-2
of the General Rules and Regulations of the Exchange Act.
 
     (b)  "Award" means a Stock Grant, a Performance Unit Grant, a Stock Unit
Grant or a grant of Non-statutory Stock Options or Incentive Stock Options
pursuant to the provisions of this Plan.
 
     (c)  "Board of Directors" or "Board" means the board of directors of the
Company.
 
     (d)  "Code" means the Internal Revenue Code of 1986, as amended.
 
     (e)  "Change in Control" of the Company shall have occurred when (i) any
"person", as the term is used in Section 3 of the Exchange Act (other than a
Company employee benefit plan or a trust created to hold to Class B Common Stock
of the Company beneficially owned by the Company's Employees) is or becomes the
"beneficial owner" as defined in Rule 16a-1 under the Exchange Act, directly or
indirectly, of securities of the Company representing 20% or more of the
Company's outstanding securities ordinarily having the right to vote in the
election of directors; (ii) individuals who constitute the Board on the date
hereof (the "Incumbent Board"), cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Company's shareholders was approved by the same nominating committee
serving under an Incumbent Board, shall be, for purposes of this clause (ii)
considered as though he or she were a member of the Incumbent Board; (iii)
consummation of a plan of reorganization, merger, or consolidation, in which the
shareholders of the Company own less than 50% of the outstanding voting
securities of
 
the surviving entity; or (iv) a sale of substantially all of the Company's
assets, a liquidation or dissolution of the Company or a similar transaction.
Notwithstanding the foregoing, the IPO shall not constitute a Change in Control.
 
     (f)  "Class B Common Stock" means the Class B Common Stock of the Company,
$.01 par value per share.
 
     (g)  "Committee" means the Compensation Committee of the Board, consisting
of two or more Directors appointed by the Board pursuant to Section 3 hereof who
are "non-employee directors," as defined in Rule 16b-3 promulgated by the SEC
under the Exchange Act and "outside directors" as defined in Treas. Reg.
1.162-27 promulgated under the Code.
 
     (h)  "Date of Grant" means the date an Award is effective pursuant to the
terms hereof.
 
     (i)  "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an Employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Committee must advise the Committee that it is either not possible to
determine when such Disability will terminate or that it appears probable that
such Disability will be permanent during the remainder of said participant's
lifetime.
 
     (j)  "Employee" means any person who is currently employed by the Company
or a Subsidiary or Affiliate of the Company.
 
     (k)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     (l)  "Fair Market Value" shall mean, as of any date, the fair market value
of the Class B Common Stock as determined in good faith by the Committee.
 
     (m)  "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 9 of this Plan.
 
     (n)  "IPO" means the initial public offering of the Company.
 
     (o)  "Non-statutory Stock Option" means an Option granted to a Participant
and which is not an Incentive Stock Option.
 
     (p)  "Option" means an Award granted under Section 8 or Section 9 of this
Plan.
 
     (q)  "Outside Director" means a Director of the Company who is not also an
Employee.
 
     (r)  "Participant" means an Employee of the Company or a Subsidiary or
Affiliate chosen by the Committee to participate in the Plan or a Director of
the Company chosen by the Committee to participate in the Plan.
 
     (s)  "Performance Unit Grant" means a grant of a unit having a value
determined by the Committee, accompanied by such restrictions as may be
determined by the Committee under Section 10 of the Plan.
 
     (t)  "Plan Year(s)" means a calendar year or years commencing on or after
January 1, 2003.
 
     (u)  "Retirement" means a termination of employment after attaining age 60
and 10 years of service as an Employee or Director of the Company.
 
     (v)  "SEC" means the Securities and Exchange Commission.
 
     (w)  "Stock Grant" means a grant of shares of Class B Common Stock
accompanied by such restrictions as may be determined by the Committee under
Section 7 of this Plan.
 
     (x)  "Stock Unit Grant" means a grant of a unit having a value based on the
value of the Company's Class B Common Stock accompanied by such restrictions as
may be determined by the Committee under Section 10 of the Plan.
 
     (y)  "Subsidiary" means a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a subsidiary,
whether or not such corporation now exists or is thereafter organized or
acquired by the Company or a Subsidiary.
 
     (z)  "Termination for Cause" means the termination for personal dishonesty,
incompetence, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or the willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or the material breach of any provisions of an Employee's
employment contract.
 
3.   ADMINISTRATION.
 
     3.1  General. The Plan shall be administered by the Committee. The members
of the Committee shall be appointed by the Board. The Committee shall act by
vote or written consent of a majority of its members. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it deems necessary or advisable with respect to Participants. All determinations
and interpretations made by the Committee shall be binding and conclusive on
such Participants and on their legal representatives and beneficiaries. In
determining the number of shares of Class B Common Stock with respect to which
Options and Stock Grants, Performance Unit Grants or Stock Unit Grants are
exercisable, fractional shares will be rounded up to the nearest whole number if
the fraction is 0.5 or higher, and down if it less.
 
 
     3.2 Limitation on Liability. No member of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan, any
rule, regulation or procedure adopted by it pursuant thereto or any Awards
granted under it. If a member of the Committee is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of anything done or not done by him or her in such capacity under or with
respect to the Plan, the Company shall indemnify such member against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner reasonably believed
to be in the best interests of the Company, and its Subsidiaries and Affiliates
and, with respect to any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful.
 
4.   TYPES OF AWARDS.
 
     Awards under the Plan may be granted in any one or a combination of:
 
     (a)  Stock Grants;
 
     (b)  Non-statutory Stock Options;
 
     (c)  Incentive Stock Options;
 
     (d)  Stock Unit and Performance Unit Grants
 
as defined in paragraphs 7, 8, 9 and 10 of the Plan.
 
     The Committee shall, in its discretion, determine from time to time which
Participants will be granted Awards under the Plan, the number of shares of
Class B Common Stock subject to each Award, whether each Option will be an
Incentive Stock Option or a Non-statutory Stock Option (except that Incentive
Stock Options may not be awarded to Outside Directors), the exercise price of an
Option and the restrictions, if any, which will be applicable to each Stock
Grant, Performance Unit Grant or Stock Unit Grant. In making all such
determinations, the Committee shall take into account the duties,
responsibilities and performance of each respective Participant, his or her
present and potential contributions to the growth and success of the Company,
his or her compensation and such other factors as the Committee shall deem
relevant to accomplishing the purposes of the Plan. Notwithstanding the
discretion the Committee has to establish the exercise price of an Option, the
Committee may not re-price any Option under this Plan unless Shareholder
approval is obtained for such re-pricing.
 
     No Participant shall have any voting or dividend rights or other rights of
a shareholder in respect of any shares of Class B Common Stock covered by an
Option prior to the time that the Participant's name is recorded on the
Company's shareholder records as the holder of record of such shares acquired
pursuant to the exercise of an Option.
 
 
5.   STOCK SUBJECT TO THE PLAN.
 
     Subject to adjustment as provided in Section 17, the maximum number of
shares reserved for Stock Grants and Stock Unit Grants and for purchase pursuant
to the exercise of Options granted under the Plan is six million (6,000,000)
shares of Class B Common Stock. Of the total shares of Class B Common Stock
available under the Plan, not more than 50% of such Awards shall be issued in
the form of Stock Grants, Performance Unit Grants or Stock Unit Grants.
 
     Of the total shares of Class B Common Stock available under the Plan,
Awards with respect to no more than seven hundred fifty thousand (750,000)
shares of Class B Common Stock shall be issued to any Participant in any
calendar year. No Participant may be granted Performance Unit Grants and/or
Stock Unit Grants in any calendar year if the value of such Awards exceeds (or
would exceed if performance goals are satisfied) 500% of the Participant's base
compensation.
 
     The shares of Class B Common Stock to be subject to the Plan may be either
authorized but unissued shares or shares previously issued and reacquired by the
Company. To the extent that Options are granted and Stock Grants, Performance
Unit Grants and Stock Unit Grants are made under the Plan, the shares underlying
such Options, Stock Grants, Performance Unit Grants and Stock Unit Grants will
be unavailable for future grants under the Plan except that, to the extent that
the Options, Stock Grants, Performance Unit grants and Stock Unit Grants granted
under the Plan terminate, expire or are canceled without having been exercised,
new Awards may be made with respect to such shares.
 
6.   ELIGIBILITY.
 
     Officers and other Employees (including Employees who also are Directors of
the Company or its Subsidiaries or Affiliates) shall be eligible to receive
Stock Grants, Performance Unit Grants, Stock Unit Grants, Incentive Stock
Options and Non-statutory Stock Options under the Plan. Outside Directors shall
be eligible to receive Stock Grants, Stock Unit Grants and Non-statutory Stock
Options under the Plan.
 
7.   STOCK GRANTS.
 
     7.1 General Terms. Each Stock Grant may be accompanied by such
restrictions, or may be made without any restrictions, as may be determined in
the discretion of the Committee. Such restrictions may include, without
limitation, requirements that the Participant remain in the continuous
employment of the Company or its Subsidiaries or Affiliates for a specified
period of time, or that the Participant meet designated individual performance
goals, or that the Company and/or one or more of its Subsidiaries or Affiliates
meet designated performance goals.
 
     7.2 Issuance Procedures. A stock certificate representing the number of
shares of Class B Common Stock covered by a Stock Grant shall be registered in
the Participant's name and may be held by the Participant; provided however, if
a Stock Grant is subject to certain restrictions, the shares of Class B Common
Stock covered by such Stock Grant shall be registered in the Participant's name
and held in custody by the Company. Unless the Committee determines otherwise, a
Participant who has been awarded a Stock Grant shall have the rights and
privileges of a shareholder of the Company as to the shares of Class B Common
Stock covered by a Stock Grant, including the right to receive dividends and the
right to vote such shares, except that the dividends shall be accumulated in an
escrow account by the Company and shall not be paid to the Participant unless
and until the expiration or satisfaction of any restrictions or performance
requirements applicable to the Class B Common Stock with respect to which the
dividend is paid. None of the shares of Class B Common Stock covered by the
Stock Grant may be sold, transferred, assigned, pledged or otherwise encumbered
or disposed of prior to the expiration or satisfaction of any applicable
restrictions or performance requirements. All of the shares of Class B Common
Stock covered by a Stock Grant shall be forfeited and all rights of a
Participant who has been awarded such Stock Grant to such shares shall terminate
without further obligation on the part of the Company in the event that any
applicable restrictions or performance requirements do not expire or are not
satisfied. Upon forfeiture of shares of Class B Common Stock, such shares shall
be transferred to the Company without further action by the Participant. Upon
the expiration or satisfaction of any applicable restrictions, whether in the
ordinary course or under circumstances set forth in Section 7.3, certificates
evidencing shares of Class B Common Stock subject to the related Stock Grant
shall be delivered to the Participant, or the Participant's beneficiary or
estate, as the case may be, free of all such restrictions.
 
     7.3 Accelerated Vesting.
 
     (a) Death, Disability or Retirement. Unless the Committee shall
specifically state otherwise at the time a Stock Grant is awarded, a Stock Grant
shall become vested on the date that a recipient of a Stock Grant terminates his
or her service with the Company or its Subsidiaries or Affiliates due to death,
Disability or Retirement. A Participant who terminates due to death, Disability
or Retirement shall receive a pro-rata portion of any Stock Grants which are
paid based on the satisfaction of performance requirements; such pro-rata
portion shall be determined based on the number of Stock Grants which would have
vested if the Participant had remained employed and the portion of the
performance measurement period which has been completed at the time of the
Participant's death, Disability or Retirement.
 
     (b) Change in Control. All outstanding Stock Grants shall become
immediately vested in the event there is a Change in Control of the Company. To
the extent that performance requirements are applicable to such Stock Grant,
such requirement shall be deemed satisfied but the Participant shall receive
only a pro-rata portion of such Stock Grant. Such pro-rata portion shall be
determined based on the portion of the performance measurement period which has
been completed at the time of the Change in Control.
 
     (c) Termination of Service for Other Reasons. If a Participant terminates
service prior to a Change in Control of the Company for reasons other than
death, Disability or Retirement, all outstanding Stock Grants shall be forfeited
by such Participant.
 
8.   NON-STATUTORY STOCK OPTIONS.
 
     8.1 Grant of Non-statutory Stock Options.
 
     (a) Grants to Employees and Directors. The Committee may, from time to
time, grant Non-statutory Stock Options to Employees and Directors.
 
     (b) Terms of Non-Statutory Options. Non-statutory Stock Options granted
under this Plan are subject to the following terms and conditions:
 
         (i)   Price. The purchase price per share of Class B Common Stock
deliverable upon the exercise of each Non-statutory Stock Option shall be
determined on the date the option is granted. Such purchase price shall be the
Fair Market Value of the Company's Class B Common Stock on the Date of Grant or
such greater amount as determined by the Committee. Shares may be purchased only
upon full payment of the purchase price. Payment of the purchase price may be
made, in whole or in part, through the surrender of shares of the Class B Common
Stock of the Company held by the Participant for at least six (6) months at the
Fair Market Value of such shares on the date of surrender determined in the
manner described in Section 2(k) of the Plan. The Participant may make deemed or
constructive transfers of shares in lieu of actual transfer and physical
delivery of certificates.
 
         (ii)  Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be ten years from the Date of Grant, or such
shorter period determined by the Committee. The Committee shall determine the
date on which each Non-statutory Stock Option shall become exercisable and may
provide that a Non-statutory Stock Option shall become exercisable in
installments. The shares comprising each installment may be purchased in whole
or in part at any time after such installment becomes purchasable. The Committee
may, in its sole discretion, accelerate the time at which any Non-statutory
Stock Option may be exercised in whole or in part.
 
     Notwithstanding the above, in the event of a Change in Control of the
Company, all Non-statutory Stock Options shall become immediately exercisable.
 
         (iii) Termination of Service.
 
         Upon the termination of a Participant's service for any reason other
than death, Disability, Retirement or Termination for Cause, or following a
Change in Control, the Participant's Non-statutory Stock Options shall be
exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period of six months
following termination.
 
         In the event of Termination for Cause, all rights under the
Participant's Non-statutory Stock Options shall expire upon termination.
 
         In the event of the death, Disability or Retirement of any Participant
or a Change in Control, all Non-statutory Stock Options held by the Participant,
whether or not exercisable at such time, shall be exercisable by the Participant
or his legal representatives or beneficiaries of the Participant for one year,
or in the event of Retirement, such longer period up to three years as is
specified by the Committee.
 
         The Committee, at the time of grant or thereafter, may extend the
period of Non-statutory Stock Option exercise on a Participant's termination of
service to a period not exceeding 5 years, provided that in no event shall the
period extend beyond the expiration of the Non-statutory Stock Option term.
 
9.   INCENTIVE STOCK OPTIONS.
 
     9.1 Grant of Incentive Stock Options.
 
     The Committee may, from time to time, grant Incentive Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be subject
to the following terms and conditions:
 
     (a) Price. The purchase price per share of Class B Common Stock deliverable
upon the exercise of each Incentive Stock Option shall be not less than 100% of
the Fair Market Value of the Company's Class B Common Stock on the Date of
Grant. However, if a Participant owns Class B Common Stock representing more
than 10% of the total combined voting power of all classes of Class B Common
Stock of the Company (or under Section 425(d) of the Code is deemed to own Class
B Common Stock representing more than 10% of the total combined voting power of
all such classes of Class B Common Stock), the purchase price per share of Class
B Common Stock deliverable upon the exercise of each Incentive Stock Option
shall not be less than 110% of the Fair Market Value of the Company's Class B
Common Stock on the Date of Grant. Payment of the purchase price may be made, in
whole or in part, through the surrender of shares of the Class B Common Stock of
the Company at the Fair Market Value of such shares on the date of surrender
determined in the manner described in Section 2(l). The Participant may make
deemed or constructive transfers of shares in lieu of actual transfer and
physical delivery of certificates.
 
     (b) Amounts of Options. Incentive Stock Options may be granted to any
Employee in such amounts as determined by the Committee. In the case of an
option intended to qualify as an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the option is granted) of the Class B
Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 9.1(b) shall be construed and applied in accordance with Section 422(d)
of the Code and the regulations, if any, promulgated thereunder. To the extent
anaward under this Section 9.1 exceeds this $100,000 limit, the portion of the
award in excess of such limit shall be deemed a Non-statutory Stock Option.
 
     (c) Terms of Options. The term during which each Incentive Stock Option may
be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
an Employee, the Employee owns Class B Common Stock representing more than 10%
of the total combined voting power of the Company (or, under Section 425(d) of
the Code, is deemed to own Class B Common Stock representing more than 10% of
the total combined voting power of all such classes of Class B Common Stock),
the Incentive Stock Option granted to such Employee shall not be exercisable
after the expiration of five years from the Date of Grant.
 
     No Incentive Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution and is exercisable in his lifetime
only by the Employee to whom it is granted.
 
     The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time after such installment becomes
purchasable, provided that the amount able to be first exercised in a given year
is consistent with the terms of Section 422 of the Code. The Committee may, in
its sole discretion, accelerate the time at which any Incentive Stock Option may
be exercised in whole or in part, provided that it is consistent with the terms
of Section 422 of the Code.
 
     Notwithstanding the above, in the event of a Change in Control of the
Company all Incentive Stock Options shall become immediately exercisable.
 
     (d) Termination of Service. Upon the termination of a Participant's service
for any reason other than death, Disability, Retirement, Termination for Cause
or following a Change in Control, the Incentive Stock Options shall be
exercisable only as to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period of six months
following termination; provided, however, that such option shall not be eligible
for treatment as an Incentive Stock Option in the event such option is exercised
more then three months following the date of the Participant's cessation of
employment.
 
     In the event of Termination for Cause, all rights under the Participant's
Incentive Stock Options shall expire upon termination.
 
     In the event of death, Disability or Retirement of any Employee, all
Incentive Stock Options held by such Participant, whether or not exercisable at
such time, shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death, Retirement or cessation of employment due to Disability or,
in the event of Retirement, such longer period of up to three years as is
specified by the Committee; provided,
 
however, that such option shall not be eligible for treatment as an Incentive
Stock Option in the event such option is exercised more than three months
following the date of the Participant's cessation of employment.
 
     Upon termination of the Participant's service following a Change in
Control, all Incentive Stock Options held by such Participant, whether or not
exercisable at such time, shall be exercisable for a period of one year
following the date of Participant's cessation of employment; provided however,
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of the Participant's cessation of employment.
 
     The Committee, at the time of grant or thereafter, may extend the period of
Incentive Stock Option exercise on a Participant's termination of service to a
period not exceeding 5 years, provided, however, that such option shall not be
eligible for treatment as an Incentive Stock Option in the event such option is
exercised more than three months following the date of the Participant's
cessation of employment. Notwithstanding anything to the contrary contained
herein, in no event shall the exercise period extend beyond the expiration of
the Incentive Stock Option term.
 
     (e)  Compliance with Code. The options granted under this Section 9 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code.
 
10.  PERFORMANCE UNIT GRANTS AND STOCK UNIT GRANTS.
 
     10.1 General Terms. Each Stock Unit shall entitle the Participant receiving
it to a cash payment equal to the Fair Market Value of a share of Class B Common
Stock. Each Performance Unit shall have a value which is established by the
Committee. Each Stock Unit Grant and Performance Unit Grant shall be accompanied
by such restrictions as may be determined in the discretion of the Committee.
Such restrictions may include, without limitation, requirements that the
Participant remain in the continuous employment of the Company or its
Subsidiaries or Affiliates for a specified period of time or that the
Participant meet designated individual performance goals, or that the Company
and/or one or more of its Subsidiaries or Affiliates meet designated performance
goals.
 
     10.2 Payment of Stock Unit or Performance Unit Value. Upon the expiration
or satisfaction of any applicable restrictions or performance requirements with
respect to Stock Units or Performance Units, the Participant receiving such
Stock Unit Grants or Performance Unit Grants shall be entitled to receive a
payout of the Stock Unit or Performance Unit value in cash. Unless the Committee
determines otherwise, a Participant who has been awarded a Stock Unit or
Performance Unit shall not have the right to any amounts as the result of the
payment of dividends with respect to the underlying Class B Common Stock. Stock
Units and Performance Units may not be sold,
 
                                       10
 
<PAGE>
 
transferred, assigned, pledged or otherwise encumbered or disposed of prior to
the expiration or satisfaction of any applicable restrictions or performance
requirements.
 
 
     10.3.  Accelerated Vesting.
 
            (a)  Death, Disability or Retirement. Unless the Committee shall
specifically state otherwise at the time a Stock Unit or Performance Unit is
awarded, all Stock Unit Grants and Performance Unit Grants shall become vested
on the date that a recipient of a Stock Unit Grant or Performance Unit Grant
terminates his service with the Company or its Affiliates due to death,
Disability or Retirement. A Participant who terminates due to death, Disability
or Retirement shall receive a pro-rata portion of any Stock Unit Grants or
Performance Unit Grants which are paid based on the satisfaction of performance
requirements. Such pro-rata portion shall be determined based on the number of
Stock Units or Performance Units which would have vested if the Participant had
remained employed and the portion of the performance measurement period which
has been completed at the time of the Participant's death, Disability or
Retirement.
 
            (b)  Change in Control. All outstanding Stock Unit Grants and
Performance Unit Grants shall become immediately vested in the event there is a
Change in Control of the Company. To the extent that performance requirements
are applicable to such Stock Unit or Performance Unit, such requirement shall be
deemed satisfied but the Participant shall receive only a pro-rata portion of
such Stock Units or Performance Units. Such pro-rata portion shall be determined
based on the portion of the performance measurement period which has been
completed at the time of the Change in Control.
 
            (c)  Termination of Service For Other Reasons. If a Participant
terminates service prior to a Change in Control of the Company for reasons other
than death, Disability or Retirement, all outstanding Stock Unit Grants and
Performance Unit Grants shall be forfeited by the Participant.
 
11.  RIGHTS OF A SHAREHOLDER; LIMITED TRANSFERABILITY.
 
     No Participant shall have any rights as a shareholder with respect to any
shares covered by a Non-statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in this Plan or in
any Award granted confers on any person any right to continue in the employ of
the Company or its Affiliates or to continue as a Director of the Company or its
Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate a Participant's services as an officer, Employee, or
Director at any time.
 
     No Incentive Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution and is exercisable in his or her
lifetime only by the Participant to whom it is granted.
 
     Non-statutory Stock Options granted hereunder may be exercised only during
a Participant's lifetime by the Participant, the Participant's guardian or legal
representative or by a permissible transferee. Non-statutory Stock Options shall
be transferable by Participants pursuant to the laws of descent and distribution
upon a Participant's death, and during a Participant's lifetime, Non-statutory
Stock Options shall be transferable by Participants to members of their
immediate family, trusts forthe benefit of members of their immediate family, and charitable institutions
("permissible transferee") to the extent permitted under Section 16 of the
Exchange Act and subject to federal and state securities laws. The term
"immediate family" shall mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, sister-in-law, or brother-in-law and shall include adoptive
relationships.
 
     The Administrator shall have the authority to establish rules and
regulations specifically governing the transfer of Options granted under this
Plan as it deems necessary and advisable.
 
12.  AGREEMENT WITH GRANTEES.
 
     Each Award of Options will be evidenced by a written agreement, executed by
the Participant and the Company or its Subsidiaries or Affiliates which
describes the conditions for receiving the Options including the date of Option
Award, the purchase price if any, applicable periods, and any other terms and
conditions as may be required by applicable securities law.
 
     The proper officers of the Company shall advise each Participant who is
awarded a Stock Grant or Stock Unit Grant, in writing, of the number of shares
to which it pertains and the terms and conditions and any restrictions or
performance requirements applicable to such Stock Grant or Stock Unit Grant;
provided they are not inconsistent with the terms, conditions and provisions of
the Plan.
 
13.  RESTRICTIONS ON SHARES
 
     The Committee may require before any shares of Class B Common Stock are
issued pursuant to this Plan, that the Participant agrees to subject the shares
to such holding periods and restrictions as are determined by the Committee.
 
14.  PERFORMANCE BASED COMPENSATION.
 
     (a)   In General. All Non-statutory Stock Options and Incentive Stock
Options are intended to be performance based compensation, within the meaning of
the Code Section 162(m)(4)(C) and such Options shall conform to the requirements
of Code Section 162(m)(4)(C) and the regulations thereunder. The Committee may,
in its discretion, make Stock Grants and Stock Unit Grants performance based
compensation within the meaning of IRC (S)162(m)(4)(C).
 
     With respect to Stock Grants, Performance Unit Grants and Stock Unit Grants
that are intended to qualify as "performance based" within the meaning of Code
Section 162(m)(4)(C), the Committee shall (i) establish in writing the
applicable objective performance goals and all related terms no later than 90
days after the commencement of the period of service to which the performance
goals relate (or such earlier or later date as may be applicable deadline for
compensation payable hereunder to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C)), and (ii) designate the Awards that are to
qualify as "performance based" with the meaning of Code Section 162(m)(4)(C).
After the period over which the performance goals are measured, the Committee
shall certify that such performance goals are satisfied and may adjust the Award
downward but not upward.
 
     (b)  Performance Goals. The performance goals to be used for purposes of
grants which are intended to qualify as performance based compensation within
the meaning of Code Section 162(m)(4)(C) shall be based on the following
measures:
 
     (1)  Earnings per share;
 
     (2)  Net income (before or after taxes);
 
     (3)  Net income from continuing operations;
 
     (4)  Return measures (including, but not limited to, return on assets,
          equity, capital or investment);
 
     (5)  Cash flow (including, but not limited to, operating cash flow and free
          cash flow);
 
     (6)  Cash flow return on investment;
 
     (7)  Earnings before or after taxes, interest, depreciation and/or
          amortization;
 
     (8)  Internal rate of return or increase in net present value;
 
     (9)  Dividend payments;
 
     (10) Gross revenues;
 
     (11) Gross margins;
 
     (12) Operating measures such as growth in circulation, television and radio
          ratings and market share;
 
     (13) Internal measures such as achieving a diverse workforce.
 
15.  DEFERRALS
 
     The Committee may permit or require a Participant to defer the receipt of a
cash payment to be paid pursuant to this Plan or defer the receipt of Class B
Common Stock to be delivered pursuant to this Plan.
 
16.  DESIGNATION OF BENEFICIARY.
 
     A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Company and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary, then the Participant's estate will be
deemed to be the beneficiary.
 
17.  DILUTION AND OTHER ADJUSTMENTS.
 
     In the event of any change in the outstanding shares of Class B Common
Stock of the Company (whether Class A Class B Common Stock or Class B Class B
Common Stock) by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares, or other similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the Company, the Committee
will make such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant, including any or all of the
following:
 
     (a)  adjustments in the aggregate number or kind of shares of Class B
Common Stock which may be awarded under the Plan;
 
     (b)  adjustments in the aggregate number or kind of shares of Class B
Common Stock covered by Awards already made under the Plan;
 
     (c)  adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options.
 
     No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
 
18.  WITHHOLDING.
 
     There may be deducted from each distribution of cash and/or Class B Common
Stock under the Plan the amount of tax required by any governmental authority to
be withheld.
 
19.  TERMINATION AND AMENDMENT OF THE PLAN.
 
     The Board of Directors may at any time, and from time to time, terminate,
modify or amend the Plan in any respect.
 
     The Board may determine that shareholder approval of any amendment to this
Plan may be advisable for any reason, including but not limited to, for the
purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying applicable stock exchange listing
requirements.
 
     Such termination, modification or amendment may not affect the rights of a
Participant under an outstanding Award, except the Board may, prior to a Change
in Control, terminate the Plan in connection with a Change in Control and make a
cash payment to all Participants with respect to Options equal to the difference
between the Fair Market Value of the Class B Common Stock on the date of the
Change in Control and the exercise price per share of an Option on the Date of
Grant and equal to the value of the Stock Unit Grant or Performance Unit Grant.
 
20.  EFFECTIVE DATE OF PLAN.
 
     The Plan shall become effective as of the date of the IPO (the "Effective
Date"), provided that the Plan is approved by shareholders at an annual or
special meeting of shareholders of the Company. The Plan also shall be presented
to shareholders of the Company for ratification for purposes of: (i) satisfying
one of the requirements of Section 422 of the Code governing the tax treatment
for Incentive Stock Options; and (ii) establishing or maintaining listing on a
stock exchange or system.
 
21.  TERMINATION OF THE PLAN.
 
     No Awards under the Plan shall be granted more than ten (10) years after
the Effective Date of the Plan. The Board of Directors has the right to suspend
or terminate the Plan at any time. No termination shall, without the consent of
a Participant, adversely affect such individual's rights under a previously
granted award without such Participants consent, except that the Company may, in
connection with a Change in Control, require all awards to be surrendered for a
cash payment equal to the value of the Award, which in the case of an Option is
the difference between the price at which the share can be purchased pursuant to
the Option and the fair market value of the Class B Common Stock at the time of
the Change in Control.
 
22.  UNCERTIFIED SHARES
 
     To the extent the Plan provides for the issuance of stock certificates with
respect to Class B Common Stock, the Company, in lieu thereof, record the shares
on a non-certified basis on a book entry account maintain by the Company's
Transfer Agent.
 
23.  APPLICABLE LAW.
 
     The Plan will be administered in accordance with the laws of the State of
Wisconsin to the extent not preempted by Federal law as now or hereafter in
effect.
 
 
24.  COMPLIANCE WITH SECTION 16.
 
     With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Administrator fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Administrator.
 
-------------------------------             ------------------------------
Date Adopted                                (Signature)
                                            Title
 
 
 
-------------------------------             ------------------------------
Date Approved by Shareholders               Secretary
 
                                       17
 
</TEXT>
</DOCUMENT>