X0201 4 2003-09-29 0 0001232241 JOURNAL COMMUNICATIONS INC JRN 0001237382 GARDNER CARL C/O JOURNAL COMMUNICATIONS, INC. 333 WEST STATE STREET MILWAUKEE WI 53203 0 1 0 0 Vice President Class B-1 Common Stock 0.0000 2003-09-29 4 A 0 89250 0 A Class A Common Stock 89250 89250 D Class B-2 Common Stock 0.0000 2003-09-29 4 A 0 89250 0 A Class A Common Stock 89250 89250 D The Class B-1 Common Stock and the Class B-2 Common Stock are convertible into Class A Common Stock (subject to certain limitations specified in the Issuer's articles of incorporation) on a 1-for-1 basis at no cost. On September 29, 2003, the shareholders of Journal Communications, Inc., a Wisconsin corporation formerly known as The Journal Company (the "Company"), effected a share exchange with the shareholders of The Journal Company, a Wisconsin corporation formerly known as Journal Communications, Inc. ("Old Journal"), pursuant to which Old Journal became a wholly owned subsidiary of the Company. As part of the share exchange, the Journal Employees' Stock Trust ("JESTA") exchanged each share of its Old Journal common stock for three shares of Class B Common Stock of the Company (divided as equally as possible into one-half Class B-1 Common Stock and one-half Class B-2 Common Stock). JESTA then terminated and distributed the Class B Common Stock that it received in the share exchange to its former unitholders, including the reporting person (who owned 59,500 units), on a three-shares-for-one-unit basis, with such shares divided as equally as possible into one-half Class B-1 Common Stock and one-half Class B-2 Common Stock. The value of such units was reflected in their option price (the price at which purchases and sales of units were transacted), which as of September 29, 2003 was $39.53 per unit (or equivalent to $13.18 per share of Class B Common Stock after giving effect to the three-for-one share exchange ratio in the share exchange). There is no public trading market for the Class B Common Stock, although shares can be sold to eligible purchasers under the Company's articles of incorporation. In addition, following the expiration of the applicable public sale restriction period, each share of Class B Common Stock is convertible at any time into Class A Common Stock of the Company, which is listed for trading on the New York Stock Exchange, on a one-for-one basis. The closing price of the Class A Common Stock on the New York Stock Exchange on September 29, 2003 was $16.40 per share. By: Peter C. Underwood, Attorney-In-Fact 2003-10-01