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                                                                     EXHIBIT 4.1

                               CUMULUS MEDIA INC.
                            2002 STOCK INCENTIVE PLAN



1.                OBJECTIVES. The Cumulus Media Inc. 2002 Stock Incentive Plan
         is designed to attract and retain certain selected officers, employees,
         non-employee directors and consultants whose skills and talents are
         important to the Company's operations, and reward them for making major
         contributions to the success of the Company. These objectives are
         accomplished by making Awards under the Plan, thereby providing
         Participants with a proprietary interest in the growth and performance
         of the Company.

2.                DEFINITIONS.

         (a)               "Award" shall mean the grant of a Stock Option to a
                  Participant pursuant to such terms, conditions, performance
                  requirements, and limitations as the Committee may establish
                  in order to fulfill the objectives of the Plan.

         (b)               "Award Agreement" shall mean an agreement between
                  Cumulus Media Inc. and a Participant that sets forth the
                  terms, conditions, performance requirements, and limitations
                  applicable to an Award.

         (c)               "Board" shall mean the Board of Directors of Cumulus
                  Media Inc.

         (d)               "Business Combination" means a reorganization, merger
                  or consolidation or sale or other disposition of all or
                  substantially all of the assets of Cumulus Media Inc.

         (e)               "Cause" shall mean termination of a Participant's
                  service with the Company for (i) any failure of the
                  Participant to substantially perform his duties with the
                  Company (other than by reason of illness) which occurs after
                  the Company has delivered to the Participant a demand for
                  performance which specifically identifies the manner in which
                  the Company believes the Participant has failed to perform his
                  duties, and the Participant fails to resume performance of his
                  duties on a continuous basis within 14 days after receiving
                  such demand, (ii) the commission by the Participant of any
                  material act of dishonesty or disloyalty involving the Company
                  or its business, or (iii) the conviction of the Participant of
                  a felony or misdemeanor which, in the reasonable judgment of
                  the Committee, is substantially related to the Participant's
                  position with the Company or substantially impairs the
                  Participant's ability to perform his duties with the Company.

         (f)               "Change in Control" shall mean the occurrence of any
                  of the following events:

                  (i)               The acquisition by any Person of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of 35% or more of
                           the Voting Power of Cumulus Media Inc.; provided,
                           however, that for purposes of this subsection (i),
                           the following acquisitions shall not



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                           constitute a Change in Control: (A) any acquisition
                           directly from the Company, (B) any acquisition by the
                           Company, (C) any acquisition by any employee benefit
                           plan (or related trust) sponsored or maintained by
                           the Company, or (D) any acquisition by any Person
                           pursuant to a transaction which complies with clauses
                           (A) and (B) of subsection (iii) of this Section 2(f).

                  (ii)              A change in a majority of the members of the
                           Board occurs: (A) within one year following the
                           public announcement of an actual or threatened
                           election contest (as described in Rule 14a-12(c)
                           promulgated under the Exchange Act) or the filing of
                           a Schedule 13D or other public announcement
                           indicating that a Person intends to effect a change
                           in control of Cumulus Media Inc., (ii) as a result of
                           the exercise of contractual rights, or (iii) as a
                           result of a majority of the members of the Board
                           having been proposed, designated or nominated by a
                           Person (other than Cumulus Media Inc. through the
                           Board or a committee of the Board).

                  (iii)             Consummation of a Business Combination
                           unless, following such Business Combination, (A) no
                           Person (excluding any entity resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) sponsored or maintained by Cumulus
                           Media Inc. or such entity resulting from such
                           Business Combination of either of them) beneficially
                           owns, directly or indirectly, 35% or more of the
                           Voting Power of the entity resulting from such
                           Business Combination, and (B) at least half of the
                           members of the board of directors of the corporation
                           resulting from such Business Combination were members
                           of the Board at the time of the execution of the
                           initial agreement, or of the action of the Board,
                           providing for such Business Combination.

                  (iv)              Approval by the stockholders of Cumulus
                           Media Inc. of a complete liquidation or dissolution
                           of Cumulus Media Inc.

                  (v)               Such other event as the Board may determine
                           by express resolution to constitute a Change in
                           Control for purposes of this Plan.

         (g)               "Class A Common Stock" shall mean the authorized and
                  issued or unissued $.01 par value class A common stock of
                  Cumulus Media Inc.

         (h)               "Code" shall mean the Internal Revenue Code of 1986,
                  as amended from time to time.

         (i)               "Committee" shall mean the Compensation Committee of
                  the Board, which shall be comprised of at least two
                  non-employee directors within the meaning of Rule 16b-3 under
                  the Exchange Act.

         (j)               "Company" shall mean Cumulus Media Inc. and its
                  subsidiaries including subsidiaries of subsidiaries and
                  partnerships and other business ventures in which


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                  Cumulus Media Inc. has a significant equity interest, as
                  determined in the sole discretion of the Committee.

         (k)               "Exchange Act" means the Securities Exchange Act of
                  1934, as amended, and the rules and regulations thereunder, as
                  such law, rules and regulations may be amended from time to
                  time.

         (l)               "Fair Market Value" shall mean the closing sale price
                  of the Class A Common Stock on the Nasdaq National Market as
                  reported in the Midwest Edition of the Wall Street Journal for
                  the date in question; provided that, if no sales of Class A
                  Common Stock were made on said exchange on that date, "Fair
                  Market Value" shall mean the closing sale price of Class A
                  Common Stock as reported for the most recent preceding day on
                  which sales of Class A Common Stock were made on such
                  exchange, or, failing any such sales, such other price as the
                  Committee may determine in conformity with pertinent law and
                  regulations.

         (m)               "Participant" shall mean any officer or full-time
                  employee of the Company, or any person who has agreed to
                  commence serving in any such capacities, as well as any
                  non-employee director, consultant or other natural person who
                  provides services to the Company to whom an Award has been
                  made under the Plan.

         (n)               "Person" means any individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Exchange Act).

         (o)               "Plan" shall mean the Cumulus Media Inc. 2002 Stock
                  Incentive Plan.

         (p)               "Retirement" shall mean termination of employment or
                  service with the Company or service as a member of the Board
                  on or after the attainment of age 65.

         (q)               "Stock Option" shall mean a grant of a right to
                  purchase a specified number of shares of Class A Common Stock,
                  the purchase price of which shall be not less than 100% of the
                  Fair Market Value on the date of grant. A stock option may be
                  in the form of a nonqualified stock option or, if the
                  stockholder approval required under Section 422 of the Code is
                  obtained, an incentive stock option ("ISO").

         (r)               "Voting Power" means at any time, the combined voting
                  power of the then-outstanding securities entitled to vote
                  generally in the election of directors in the case of the
                  Company, or members of the board of directors or similar body
                  in the case of another entity.

3.                ELIGIBILITY. Current and prospective employees, non-employee
         directors, consultants or other natural persons who provide services to
         the Company eligible for an Award under the Plan are those who hold, or
         will hold, positions of responsibility and whose performance, in the
         judgment of the Committee or the management of the Company (if such
         responsibility is delegated pursuant to Section 6 hereof), can have a
         significant effect on the success of the Company; provided that at
         least a majority of


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         shares of Class A Common Stock underlying Stock Options awarded under
         the Plan at any time must be, or have been, awarded to employees who
         are not officers or directors of the Company.

4.                COMMON STOCK AVAILABLE FOR AWARDS. Subject to adjustment as
         provided in Section 14 hereof, the number of shares that may be issued
         under the Plan for Awards during the term of the Plan is 2,000,000
         shares of Class A Common Stock. Any shares subject to an Award which
         are used in settlement of tax withholding obligations shall be deemed
         not to have been issued for purposes of determining the maximum number
         of shares available for issuance under the Plan. Likewise, if any Stock
         Option is exercised by tendering shares, either actually or by
         attestation, to the Company as full or partial payment for such
         exercise under this Plan, only the number of shares issued net of the
         shares tendered shall be deemed issued for purposes of determining the
         maximum number of shares available for issuance under the Plan. No
         individual shall be eligible to receive Awards aggregating more than
         500,000 shares of Class A Common Stock reserved under the Plan in any
         one calendar year, subject to adjustment as provided in Section 14
         hereof. Cumulus Media Inc. shall take whatever actions are necessary to
         file required documents with the U.S. Securities and Exchange
         Commission and any other appropriate governmental authorities and stock
         exchanges to make shares of Class A Common Stock available for issuance
         pursuant to Awards.

5.                ADMINISTRATION. The Plan shall be administered by the
         Committee, which shall have full and exclusive power to interpret the
         Plan, to determine which current and prospective employees,
         non-employee directors and consultants are Plan Participants (subject
         to Section 3 hereof), to grant waivers of Award restrictions, to
         determine the provisions of Award Agreements and to adopt such rules,
         regulations and guidelines for carrying out the Plan as it may deem
         necessary or proper, all of which powers shall be executed in the best
         interests of the Company and in keeping with the objectives of the
         Plan.

6.                DELEGATION OF AUTHORITY. Except to the extent prohibited by
         applicable law or the applicable rules of a stock exchange, the
         Committee may delegate to the chief executive officer and to other
         senior officers of the Company its duties under the Plan pursuant to
         such conditions or limitations as the Committee may establish. Any such
         delegation may be revoked by the Committee at any time.

7.                AWARDS. The Committee shall set forth in the related Award
         Agreement the terms, conditions, performance requirements, and
         limitations applicable to each Award including, but not limited to,
         continuous service with the Company, conditions under which
         acceleration of vesting will occur and achievement of specific
         business objectives.

8.                DEFERRED PAYMENT OF AWARDS. The Committee may permit selected
         Participants to elect to defer payment of Awards in accordance with
         procedures established by the Committee which are intended to permit
         such deferrals to comply with applicable requirements of the Code
         including, at the choice of Participants, the capability to make
         further deferrals for payment after retirement. Dividends or dividend
         equivalent rights may be extended to and made part of any Award
         denominated in stock, subject to such


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         terms, conditions and restrictions as the Committee may establish. The
         Committee may also establish rules and procedures for the crediting of
         dividend equivalents for deferred payments denominated in stock.

9.                STOCK OPTION EXERCISE. Unless the Award Agreement provides
         otherwise, (i) an Award shall become vested, and thereby exercisable,
         at the rate of 25% per completed year of the Participant's continuous
         service-providing relationship with the Company (including in the case
         of a non-employee director, service on the Board) after the grant date
         of the Award, and (ii) each Award that is outstanding and unexercised
         on the date of a Change in Control shall immediately become fully
         vested and exercisable. The price at which shares of Class A Common
         Stock may be purchased under a Stock Option shall be paid in full at
         the time of the exercise in cash or, if permitted by the Committee, by
         means of tendering shares of Class A Common Stock, which have been held
         by the Participant for more than six months and have not been used
         within the prior six-month period to exercise an option, either
         directly or by attestation, valued at the Fair Market Value on the date
         of exercise, or any combination thereof.

10.               TAX WITHHOLDING. The Company shall have the right to deduct
         applicable taxes from any Award payment and withhold, at the time of
         delivery or vesting of shares under the Plan, an appropriate number of
         shares for payment of taxes (but only the minimum amount required by
         law) or to take such other action as may be necessary in the opinion of
         the Company to satisfy all obligations for withholding of such taxes.
         The Company may defer making delivery with respect to Class A Common
         Stock issuable pursuant to an Award hereunder until arrangements
         satisfactory to it have been made with respect to any such withholding
         obligation. If Class A Common Stock is used to satisfy tax withholding,
         such stock shall be valued based on the Fair Market Value when the tax
         withholding is required to be made.

11.               AMENDMENT OR TERMINATION OF THE PLAN. The Board may, at any
         time, but only with unanimous consent or approval and to the extent
         permitted by applicable law or the requirements of the Nasdaq National
         Market, amend or terminate the Plan; provided, however, that:

         (a)               subject to Section 14 hereof, no amendment or
                  termination may, in the absence of written consent to the
                  change by the affected Participant (or, if the Participant is
                  not then living, the affected beneficiary), adversely affect
                  the rights of any Participant or beneficiary under any Award
                  granted under the Plan prior to the date such amendment is
                  adopted by the Board; and

         (b)               without further approval of the shareholders of the
                  Company, no amendment shall increase the number of shares of
                  Class A Common Stock which may be delivered pursuant to Awards
                  hereunder, except for increases resulting from the operation
                  of Section 14 hereof.

12.               TERMINATION OF SERVICE. If the service-providing relationship
         of a Participant terminates, or a non-employee director no longer
         serves on the Board, other than pursuant to paragraphs (a) through (c)
         of this Section 12, all unvested Awards shall immediately


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         terminate and all vested but unexercised, deferred or unpaid Awards
         shall terminate 90 days after such termination of service, unless the
         Award Agreement provides otherwise, and during such 90 day period shall
         be exercisable only to the extent provided in the Award Agreement. If
         the status of a Participant's relationship with the Company changes
         (e.g., from a consultant to an employee or vice versa), it will not be
         a termination of the service-providing relationship. Notwithstanding
         the foregoing, if a Participant's service is terminated for Cause, to
         the extent the Award is not effectively exercised or has not vested
         prior to such termination, it shall lapse or be forfeited to the
         Company immediately upon termination. In all events, an Award will not
         be exercisable after the end of its term as set forth in the Award
         Agreement.

         (a)               Retirement. When a Participant's employment or
                  service terminates as a result of Retirement, or early
                  retirement with the consent of the Committee, the Committee
                  (in the form of an Award Agreement or otherwise) may permit
                  Awards to continue in effect beyond the date of Retirement, or
                  early retirement, and/or the exercisability and vesting of any
                  Award may be accelerated.

         (b)               Resignation in the Best Interests of the Company.
                  When a Participant resigns from the Company or the Board and,
                  in the judgment of the Committee, the acceleration and/or
                  continuation of outstanding Awards would be in the best
                  interests of the Company, the Committee may (i) authorize,
                  where appropriate, the acceleration and/or continuation of all
                  or any part of Awards granted prior to such termination and
                  (ii) permit the exercise, vesting and payment of such Awards
                  for such period as may be set forth in the applicable Award
                  Agreement.

         (c)               Death or Disability of a Participant.

                  (i)               In the event of a Participant's death, the
                           Participant's estate or beneficiaries shall have a
                           period specified in the Award Agreement within which
                           to receive or exercise any outstanding Award held by
                           the Participant under such terms, and to the extent,
                           as may be specified in the applicable Award
                           Agreement. Rights to any such outstanding Awards
                           shall pass by will or the laws of descent and
                           distribution in the following order: (a) to
                           beneficiaries so designated by the Participant; if
                           none, then (b) to a legal representative of the
                           Participant; if none, then (c) to the persons
                           entitled thereto as determined by a court of
                           competent jurisdiction. Subject to subparagraph (iii)
                           below, Awards so passing shall be exercised or paid
                           out at such times and in such manner as if the
                           Participant were living.

                  (ii)              In the event a Participant is deemed by the
                           Company to be disabled within the meaning of Cumulus
                           Media Inc.'s group long-term disability plan, or if
                           Cumulus Media Inc. does not have such a plan, Section
                           22(e)(3) of the Code, the Award shall be exercisable
                           for the period, and to the extent, specified in the
                           Award Agreement. Awards and rights to any such Awards
                           may be paid to or exercised by the Participant, if
                           legally competent, or a legally designated guardian
                           or representative if the Participant is legally
                           incompetent by virtue of such disability.



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                  (iii)             After the death or disability of a
                           Participant, the Committee may in its sole discretion
                           at any time (1) terminate restrictions in Award
                           Agreements and (2) accelerate any or all installments
                           and rights.

                  (iv)              In the event of uncertainty as to
                           interpretation of or controversies concerning this
                           paragraph (c) of Section 12, the Committee's
                           determinations shall be binding and conclusive.

         (d)               No Service Rights. The Plan shall not confer upon any
                  Participant any right with respect to continuation of
                  employment by, or service with, the Company or service on the
                  Board, nor shall it interfere in any way with the right of the
                  Company to terminate any Participant's employment or service
                  with the Company or on the Board at any time.

13.               NONASSIGNABILITY. Except as provided in subsection (c) of
         Section 12 and this Section 13, no Award under the Plan shall be
         assignable or transferable, or payable to or exercisable by anyone
         other than the Participant to whom it was granted. Notwithstanding the
         foregoing, the Committee (in the form of an Award Agreement or
         otherwise) may permit Awards, other than ISO's within the meaning of
         Section 422 of the Code, to be transferred to members of the
         Participant's immediate family, to trusts for the benefit of the
         Participant and/or such immediate family members, and to partnerships
         or other entities in which the Participant and/or such immediate family
         members own all the equity interests. For purposes of the preceding
         sentence, "immediate family" shall mean a Participant's spouse, issue,
         and spouses of his issue.

14.               ADJUSTMENTS. In the event of any change in the outstanding
         Class A Common Stock of the Company by reason of a stock split, stock
         dividend, combination or reclassification of shares, recapitalization,
         merger, or similar event, the Committee may adjust proportionally (a)
         the number of shares of Class A Common Stock (i) reserved under the
         Plan, (ii) for which Awards shall be granted to an individual
         Participant, and (iii) covered by outstanding Awards denominated in
         stock; (b) the stock prices related to outstanding Awards; and (c) the
         appropriate Fair Market Value and other price determinations for such
         Awards. In the event of any other change affecting the Class A Common
         Stock or any distribution (other than normal cash dividends) to holders
         of Class A Common Stock, such adjustments as may be deemed equitable by
         the Committee, including adjustments to avoid fractional shares, shall
         be made to give proper effect to such event. In the event of a
         corporate merger, consolidation, acquisition of property or stock,
         separation, reorganization or liquidation, the Committee shall be
         authorized to issue or assume Stock Options by means of substitution of
         new Stock Options for previously issued Stock Options or an assumption
         of previously issued Stock Options.

15.               NOTICE. Any notice to the Company required by any of the
         provisions of the Plan shall be addressed to the director of finance of
         the Company in writing, and shall become effective when it is received
         by his office.

16.               UNFUNDED PLAN. The Plan shall be unfunded. Although
         bookkeeping accounts may be established with respect to Participants
         who are entitled to cash, Class A Common


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         Stock or rights thereto under the Plan, any such accounts shall be used
         merely as a bookkeeping convenience. The Company shall not be required
         to segregate any assets that may at any time be represented by cash,
         Class A Common Stock or rights thereto, nor shall the Plan be construed
         as providing for such segregation, nor shall the Company nor the Board
         nor the Committee be deemed to be a trustee of any cash, Class A Common
         Stock or rights thereto to be granted under the Plan. Any liability of
         the Company to any Participant with respect to a grant of cash, Class A
         Common Stock or rights thereto under the Plan shall be based solely
         upon any contractual obligations that may be created by the Plan and
         any Award Agreement; no such obligation of the Company shall be deemed
         to be secured by any pledge or other encumbrance on any property of the
         Company. Neither the Company nor the Board nor the Committee shall be
         required to give any security or bond for the performance of any
         obligation that may be created by the Plan.

17.               GOVERNING LAW. The Plan and all determinations made and
         actions taken pursuant hereto, to the extent not otherwise governed by
         the laws of the United States, shall be governed by the laws of the
         State of Wisconsin, without giving effect to principles of conflicts of
         laws, and construed accordingly.

18.               EFFECTIVE AND TERMINATION DATES. The effective date of the
         Plan is May 3, 2002. The Plan shall terminate on May 3, 2012 subject to
         earlier termination by the Board pursuant to Section 11, after which no
         Awards may be made under the Plan, but any such termination shall not
         affect Awards then outstanding or the authority of the Committee to
         continue to administer the Plan.

19.               OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other
         benefits received by a Participant pursuant to an Award shall not be
         deemed a part of such Participant's regular, recurring compensation for
         purposes of the termination, indemnity or severance pay law of any
         country and shall not be included in, nor have any effect on, the
         determination of benefits under any other employee benefit plan,
         contract or similar arrangement, unless the Committee expressly
         determines otherwise.


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