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                                                                  Exhibit 10.41

                                     FORM OF
                        NEXSTAR BROADCASTING GROUP, INC.
                      2003 LONG-TERM EQUITY INCENTIVE PLAN

1. Purpose.
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     This plan shall be known as the Nexstar Broadcasting Group, Inc. 2003
Long-Term Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be
to promote the long-term growth and profitability of Nexstar Broadcasting Group,
Inc. (the "Company") and its Subsidiaries by (i) providing certain directors,
employees and consultants who perform services for, or to whom an offer of
employment has been extended by, the Company and its Subsidiaries with
incentives to maximize stockholder value and otherwise contribute to the
long-term success of the Company and (ii) enabling the Company to attract,
retain and reward the best available persons for positions of responsibility.
Grants of incentive stock options or non-qualified stock options, stock
appreciation rights ("SARs"), either alone or in tandem with options, restricted
stock, performance awards, or any combination of the foregoing may be made under
the Plan.

2. Definitions
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          (a) "Board of Directors" and "Board" mean the board of directors of
     the Company.

          (b) "Cause" means the occurrence of one or more of the following
     events:

               (i) the conviction of a felony or a crime involving moral
          turpitude or the commission of any act involving dishonesty,
          disloyalty or fraud with respect to the Company or any of its
          subsidiaries or affiliates, in each instance which has caused or is
          reasonably likely to cause material harm to the Company;

               (ii) substantial repeated failure to perform duties properly
          assigned, as determined by the Company;

               (iii) gross negligence or willful misconduct with respect to the
          Company or any of its subsidiaries or affiliates, in each instance
          which has caused or is reasonably likely to cause material harm to the
          Company; or

               (iv) any other material breach of a material provision of any
          written agreement with the Company or any of its subsidiaries or
          affiliates which is not cured within thirty (30) days after written
          notice thereof.

          (c) "Change in Control" means the occurrence of one of the following
     events:

               (i) if any "person" or "group" as those terms are used in
          Sections 13(d) and 14(d) of the Exchange Act or any successors
          thereto, other than an Exempt Person, is or

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          becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act or any successor thereto), directly or indirectly, of
          securities of the Company representing 50% or more of the combined
          voting power of the Company's then outstanding securities; or

               (ii) during any period of two consecutive years, individuals who
          at the beginning of such period constitute the Board and any new
          directors whose election by the Board or nomination for election by
          the Company's stockholders was approved by at least two-thirds of the
          directors then still in office who either were directors at the
          beginning of the period or whose election was previously so approved,
          cease for any reason to constitute a majority thereof; or

               (iii) the stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other than a
          merger or consolidation (A) which would result in all or a portion of
          the voting securities of the Company outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into voting securities of the surviving entity) more
          than 50% of the combined voting power of the voting securities of the
          Company or such surviving entity outstanding immediately after such
          merger or consolidation or (B) by which the corporate existence of the
          Company is not affected and following which the Company's chief
          executive officer and directors retain their positions with the
          Company (and constitute at least a majority of the Board); or

               (iv) the stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets,
          other than a sale to an Exempt Person.

     (d) "Code" means the Internal Revenue Code of 1986, as amended.

     (e) "Committee" means the Compensation Committee of the Board, which shall
consist solely of two or more members of the Board.

     (f) "Common Stock" means the Class A Common Stock, par value $0.01 per
share, of the Company, and any other shares into which such stock may be changed
by reason of a recapitalization, reorganization, merger, consolidation or any
other change in the corporate structure or capital stock of the Company.

     (g) "Competition" is deemed to occur if a person whose employment with the
Company or its Subsidiaries has terminated obtains a position as a full-time or
part-time employee of, as a member of the board of directors of, or as a
consultant or advisor with or to, or acquires an ownership interest in excess of
5% of, a corporation, partnership, firm or other entity that engages in any of
the businesses of the Company or any Subsidiary with which the person was
involved in a management role at any time during his or her last five years of
employment with or other service for the Company or any Subsidiaries.

     (h) "Disability" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or as otherwise determined by the Committee.

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     (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time and any successor thereto.

     (j) "Exempt Person" means (i) ABRY Broadcast Partners II, L.P. or ABRY
Broadcast Partners III, L.P. (collectively, "ABRY"), (ii) any person, entity or
group under the control of any party included in clause (i), or (iii) any
employee benefit plan of the Company or a trustee or other administrator or
fiduciary holding securities under an employee benefit plan of the Company.

     (k) "Family Member" has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
and any successor thereto.

     (l) "Fair Market Value" of a share of Common Stock of the Company means, as
of the date in question, the officially-quoted closing selling price of the
stock (or if no selling price is quoted, the bid price) on the principal
securities exchange on which the Common Stock is then listed for trading
(including for this purpose the Nasdaq National Market) (the "Market") for the
applicable trading day or, if the Common Stock is not then listed or quoted in
the Market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board; provided, however, that when shares
received upon exercise of an option are immediately sold in the open market, the
net sales price received may be used to determine the Fair Market Value of any
shares used to pay the exercise price or applicable withholding taxes and to
compute the withholding taxes.

     (m) "Incentive Stock Option" means an option conforming to the requirements
of Section 422 of the Code and any successor thereto.

     (n) "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

     (o) "Non-qualified Stock Option" means any stock option other than an
Incentive Stock Option.

     (p) "Other Company Securities" mean securities of the Company other than
Common Stock, which may include, without limitation, unbundled stock units or
components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

     (q) "Retirement" means retirement as defined under any Company pension plan
or retirement program or termination of one's employment on retirement with the
approval of the Committee.

     (r) "Shares" has the meaning set forth in Section 4.

     (s) "Subsidiary" means a corporation or other entity of which outstanding
shares or ownership interests representing 50% or more of the combined voting
power of such

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corporation or other entity entitled to elect the management thereof, or such
lesser percentage as may be approved by the Committee, are owned directly or
indirectly by the Company.

3. Administration.
   --------------

     The Plan shall be administered by the Committee; provided that the Board
(i) shall prior to the formation of the committee and (ii) may, in its
discretion, at any time and from time to time, resolve to administer the Plan,
in which case the term "Committee" shall be deemed to mean the Board for all
purposes herein. Subject to the provisions of the Plan, the Committee shall be
authorized to (i) select persons to participate in the Plan, (ii) determine the
form and substance of grants made under the Plan to each participant, and the
conditions and restrictions, if any, subject to which such grants will be made,
(iii) certify that the conditions and restrictions applicable to any grant have
been met, (iv) modify the terms of grants made under the Plan, (v) interpret the
Plan and grants made thereunder, (vi) make any adjustments necessary or
desirable in connection with grants made under the Plan to eligible participants
located outside the United States and (vii) adopt, amend, or rescind such rules
and regulations, and make such other determinations, for carrying out the Plan
as it may deem appropriate. Decisions of the Committee on all matters relating
to the Plan shall be in the Committee's sole discretion and shall be conclusive
and binding on all parties. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with applicable federal and state laws and rules and regulations
promulgated pursuant thereto. No member of the Committee and no officer of the
Company shall be liable for any action taken or omitted to be taken by such
member, by any other member of the Committee or by any officer of the Company in
connection with the performance of duties under the Plan, except for such
person's own willful misconduct or as expressly provided by statute.

     The expenses of the Plan shall be borne by the Company. The Plan shall not
be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4. Shares Available for the Plan.
   -----------------------------

     Subject to adjustments as provided in Section 15, a maximum number of
shares of Class A Common Stock equal to 3,000,000 of the number of shares of
Class A Common Stock outstanding immediately following the consummation of the
Company's Initial Public Offering (the "Shares") may be issued pursuant to the
Plan. Such Shares may be in whole or in part authorized and unissued or held by
the Company as treasury shares. If any grant under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited as to any Shares,
or is tendered or withheld as to any shares in payment of the exercise price of
the grant or the taxes payable with respect to the exercise, then such
unpurchased, forfeited, tendered or withheld Shares shall thereafter be
available for further grants under the Plan unless, in the case of options
granted under the Plan, related SARs are exercised.

     Without limiting the generality of the foregoing provisions of this Section
4 or the generality of the provisions of any section of this Plan, the Committee
may, at any time or from

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time to time, and on such terms and conditions (that are consistent with and not
in contravention of the other provisions of this Plan) as the Committee may, in
its sole discretion, determine, enter into agreements (or take other actions
with respect to the options) for new options containing terms (including
exercise prices) more (or less) favorable than the outstanding options.

5. Participation.
   -------------

     Participation in the Plan shall be limited to those directors (including
Non-Employee Directors), officers (including non-employee officers) and
employees of, and other individuals performing services for, or to whom an offer
of employment has been extended by, the Company and its Subsidiaries selected by
the Committee (including participants located outside the United States).
Nothing in the Plan or in any grant thereunder shall confer any right on a
participant to continue in the employ as a director or officer of or in the
performance of services for the Company or shall interfere in any way with the
right of the Company to terminate the employment or performance of services or
to reduce the compensation or responsibilities of a participant at any time. By
accepting any award under the Plan, each participant and each person claiming
under or through him or her shall be conclusively deemed to have indicated his
or her acceptance and ratification of, and consent to, any action taken under
the Plan by the Company, the Board or the Committee.

     Incentive Stock Options or Non-qualified Stock Options, SARs alone or in
tandem with options, restricted stock awards, performance awards, or any
combination thereof, may be granted to such persons and for such number of
Shares as the Committee shall determine (such individuals to whom grants are
made being sometimes herein called "optionees" or "grantees," as the case may
be). Determinations made by the Committee under the Plan need not be uniform and
may be made selectively among eligible individuals under the Plan, whether or
not such individuals are similarly situated. A grant of any type made hereunder
in any one year to an eligible participant shall neither guarantee nor preclude
a further grant of that or any other type to such participant in that year or
subsequent years.

6. Incentive and Non-qualified Options and SARs.
   --------------------------------------------

     The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its subsidiaries (as defined for this
purpose in Section 424(f) of the Code or any successor thereto). In any one
calendar year, the Committee shall not grant to any one participant options or
SARs to purchase a number of shares of Common Stock in excess of 10% of the
total number of Shares authorized under the Plan pursuant to Section 4. The
options granted shall take such form as the Committee shall determine, subject
to the following terms and conditions.

     It is the Company's intent that Non-qualified Stock Options granted under
the Plan not be classified as Incentive Stock Options, that Incentive Stock
Options be consistent with and contain or be deemed to contain all provisions
required under Section 422 of the Code and any successor thereto, and that any
ambiguities in construction be interpreted in order to effectuate such intent.
If an Incentive Stock Option granted under the Plan does not qualify as such for
any

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reason, then to the extent of such non-qualification, the stock option
represented thereby shall be regarded as a Non-qualified Stock Option duly
granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for Non-qualified Stock Options.

     (a) Price. The price per Share deliverable upon the exercise of each option
         -----
("exercise price") shall be established by the Committee, except that in the
case of the grant of any Incentive Stock Option, the exercise price may not be
less than 100% of the Fair Market Value of a share of Common Stock as of the
date of grant of the option, and in the case of the grant of any Incentive Stock
Option to an employee who, at the time of the grant, owns more than 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the exercise price may not be less than 110% of the Fair Market
Value of a share of Common Stock as of the date of grant of the option, in each
case unless otherwise permitted by Section 422 of the Code or any successor
thereto.

     (b) Payment. Options may be exercised, in whole or in part, upon payment of
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the exercise price of the Shares to be acquired. Unless otherwise determined by
the Committee, payment shall be made (i) in cash (including check, bank draft,
money order or wire transfer of immediately available funds), (ii) by delivery
of outstanding shares of Common Stock with a Fair Market Value on the date of
exercise equal to the aggregate exercise price payable with respect to the
options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Committee of Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise of the options
which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with
respect to the options so exercised or (v) by any combination of the foregoing.
Options may also be exercised upon payment of the exercise price of the Shares
to be acquired by delivery of the optionee's promissory note, but only to the
extent specifically approved by and in accordance with the policies of the
Committee.

     In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be
made either by (A) physical delivery of the certificate(s) for all such shares
of Common Stock tendered in payment of the price, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, or (B) direction to
the grantee's broker to transfer, by book entry, of such shares of Common Stock
from a brokerage account of the grantee to a brokerage account specified by the
Company. When payment of the exercise price is made by delivery of Common Stock,
the difference, if any, between the aggregate exercise price payable with
respect to the option being exercised and the Fair Market Value of the shares of
Common Stock tendered in payment (plus any applicable taxes) shall be paid in
cash by the grantee. No grantee may tender shares of Common Stock

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having a Fair Market Value exceeding the aggregate exercise price payable with
respect to the option being exercised (plus any applicable taxes).

     In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash by the grantee. No grantee may authorize the withholding of
Shares having a Fair Market Value exceeding the aggregate exercise price payable
with respect to the option being exercised (plus any applicable taxes). Any
withheld Shares shall no longer be issuable under such option (except pursuant
to any Reload Option (as defined below) with respect to any such withheld
Shares).

     (c) Terms of Options. The term during which each option may be exercised
         ----------------
shall be determined by the Committee, but if required by the Code to be an
Incentive Stock Option, no Incentive Stock Option shall be exercisable in whole
or in part more than ten years from the date it is granted, and no Incentive
Stock Option granted to an employee who at the time of the grant owns more than
10% of the total combined voting power of all classes of stock of the Company or
any of its Subsidiaries shall be exercisable after the expiration of five years
from the date it is granted. All rights to purchase Shares pursuant to an option
shall, unless sooner terminated, expire at the date designated in the option by
the Committee. The Committee shall determine the date on which each option shall
become exercisable and may provide that an option shall become exercisable in
installments. The Shares constituting each installment may be purchased in whole
or in part at any time after such installment becomes exercisable, subject to
such minimum exercise requirements as may be designated by the Committee. Prior
to the exercise of an option and delivery of the Shares represented thereby, the
optionee shall have no rights as a stockholder with respect to any Shares
covered by such outstanding option (including any dividend or voting rights).

     (d) Limitations on Grants. If required by the Code to be an Incentive Stock
         ---------------------
Option, the aggregate Fair Market Value (determined as of the grant date) of
Shares for which an Incentive Stock Option is exercisable for the first time
during any calendar year under all equity incentive plans of the Company and its
Subsidiaries (as defined in Section 422 of the Code or any successor thereto)
may not exceed $100,000.

(e) Termination; Forfeiture.
    -----------------------

          (i) Death or Disability. If a participant ceases to be a director,
              -------------------
     officer or employee of, or to perform other services for, the Company and
     any Subsidiary due to death or Disability, all of the participant's options
     and SARs shall not expire or terminate until the expiration date of the
     options or SARs. Notwithstanding the foregoing, (1) if the Disability


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     giving rise to the termination of employment is not within the meaning of
     Section 22(e)(3) of the Code or any successor thereto, Incentive Stock
     Options not exercised by such participant within 90 days after the date of
     termination of employment will cease to qualify as Incentive Stock Options
     and will be treated as Non-qualified Stock Options under the Plan if
     required to be so treated under the Code; and (2) if the Disability giving
     rise to the termination of the employment is in the meaning of Section
     22(e)(3) of the Code, or any successor thereto, Incentive Stock Options not
     exercised by such participant within one year after the date of termination
     of employment will cease to qualify as Incentive Stock Options and will be
     treated as non-qualified Stock Options under the Plan if required to be so
     treated under the Code.

          (ii) Retirement. If a participant ceases to be a director, officer or
               ----------
     employee of, or to perform other services for, the Company and any
     Subsidiary upon the occurrence of his or her Retirement, (A) all of the
     participant's options and SARs that were exercisable on the date of
     Retirement shall remain exercisable for, and shall otherwise terminate at
     the end of, a period of 90 days after the date of Retirement, but in no
     event after the expiration date of the options or SARs; provided that the
     participant does not engage in Competition during such 90-day period unless
     he or she receives written consent to do so from the Board or the
     Committee, and (B) all of the participant's options and SARs that were not
     exercisable on the date of Retirement shall be forfeited immediately upon
     such Retirement; provided, however, that such options and SARs may become
     fully vested and exercisable in the discretion of the Committee.

          (iii) Discharge for Cause. If a participant ceases to be a director,
                -------------------
     officer or employee of, or to perform other services for, the Company or a
     Subsidiary due to Cause, or if a participant does not become a director,
     officer or employee of, or does not begin performing other services for,
     the Company or a Subsidiary for any reason, all of the participant's
     options and SARs shall expire and be forfeited immediately upon such
     cessation or non-commencement, whether or not then exercisable.

          (iv) Other Termination. Unless otherwise determined by the Committee,
               -----------------
     if a participant ceases to be a director, officer or employee of, or to
     otherwise perform services for, the Company or a Subsidiary for any reason
     other than death, Disability, Retirement or Cause, (A) all of the
     participant's options and SARs that were exercisable on the date of such
     cessation shall remain exercisable for, and shall otherwise terminate at
     the end of, a period of 30 days after the date of such cessation, but in no
     event after the expiration date of the options or SARs; provided that the
     participant does not engage in Competition during such 30-day period unless
     he or she receives written consent to do so from the Board or the
     Committee, and (B) all of the participant's options and SARs that were not
     exercisable on the date of such cessation shall be forfeited immediately
     upon such cessation.

          (v) Change in Control. If there is a Change in Control of the Company
              -----------------
     and a participant is terminated from being a director, officer or employee
     of, or from performing other services for, the Company or a subsidiary
     within one year after such Change in Control, all of the participant's
     options and SARs shall become fully vested and exercisable upon such
     termination and shall remain so for up to one year after the date of
     termination, but in no event after the expiration date of the options or
     SARs. In addition, the Committee shall have the

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     authority to grant options that become fully vested and exercisable
     automatically upon a Change in Control, whether or not the grantee is
     subsequently terminated.

          (f) Grant of Reload Options. The Committee may provide (either at the
              -----------------------
     time of grant or exercise of an option), in its discretion, for the grant
     to a grantee, who exercises all or any portion of an option ("Exercised
     Options") and who pays all or part of such exercise price with shares of
     Common Stock, of an additional option (a "Reload Option") for a number of
     shares of Common Stock equal to the sum (the "Reload Number") of the number
     of shares of Common Stock tendered or withheld in payment of such exercise
     price for the Exercised Options plus, if so provided by the Committee, the
     number of shares of Common Stock, if any, tendered or withheld by the
     grantee or withheld by the Company in connection with the exercise of the
     Exercised Options to satisfy any federal, state or local tax withholding
     requirements. Unless otherwise determined by the Committee, the terms of
     each Reload Option, including the date of its expiration and the terms and
     conditions of its exercisability and transferability, shall be the same as
     the terms of the Exercised Option to which it relates, except that (i) the
     grant date for each Reload Option shall be the date of exercise of the
     Exercised Option to which it relates and (ii) the exercise price for each
     Reload Option shall be determined as of the grant of the Reload Option
     pursuant to Section 6(a).

7. Stock Appreciation Rights.
   -------------------------

     The Committee shall have the authority to grant SARs under this Plan,
either alone or to any optionee in tandem with options (either at the time of
grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

     No SAR may be exercised unless the Fair Market Value of a share of Common
Stock of the Company on the date of exercise exceeds the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any options to which
the SARs correspond. Prior to the exercise of the SAR and delivery of the cash
and/or Shares represented thereby, the participant shall have no rights as a
stockholder with respect to Shares covered by such outstanding SAR (including
any dividend or voting rights).

     SARs granted in tandem with options shall be exercisable only when, to the
extent and on the conditions that any related option is exercisable. The
exercise of an option shall result in an immediate forfeiture of any related SAR
to the extent the option is exercised, and the exercise of an SAR shall cause an
immediate forfeiture of any related option to the extent the SAR is exercised.

     Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any option to which
the SAR is related, multiplied by the number of Shares as to which the SAR is
exercised. The Committee shall decide whether such distribution shall be in
cash, in Shares having a Fair Market Value equal to such amount, in Other
Company Securities having a Fair Market Value equal to such amount or in a
combination thereof.

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     All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of
Common Stock on that date exceeds the exercise price of the SAR or any related
option, as applicable. An SAR granted in tandem with options shall expire at the
same time as any related option expires and shall be transferable only when, and
under the same conditions as, any related option is transferable.

8. Restricted Stock.
   ----------------

     The Committee may at any time and from time to time grant Shares of
restricted stock under the Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise determined by the Committee or provided
in the third paragraph of this Section 8), and the time or times at which such
restrictions shall lapse with respect to all or a specified number of Shares
that are part of the grant.

     The participant will be required to pay the Company the aggregate par value
of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General
Corporation Law, as amended, or any successor thereto) within ten days of the
date of grant, unless such Shares of restricted stock are treasury shares.
Unless otherwise determined by the Committee, certificates representing Shares
of restricted stock granted under the Plan will be held in escrow by the Company
on the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power therefor. Except
as otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote, and any stock or
other securities received as a distribution with respect to such participant's
restricted stock shall be subject to the same restrictions as then in effect for
the restricted stock.

     Except as otherwise provided by the Committee, immediately prior to a
Change in Control or at such time as a participant ceases to be a director,
officer or employee of, or to otherwise perform services for, the Company and
its Subsidiaries due to death, Disability or Retirement during any period of
restriction, all restrictions on Shares granted to such participant shall lapse.
At such time as a participant ceases to be, or in the event a participant does
not become, a director, officer or employee of, or otherwise performing services
for, the Company or its Subsidiaries for any other reason, all Shares of
restricted stock granted to such participant on which the restrictions have not
lapsed shall be immediately forfeited to the Company.

9. Performance Awards.
   ------------------

     Performance awards may be granted to participants at any time and from time
to time as determined by the Committee. The Committee shall have complete
discretion in determining the size and composition of performance awards granted
to a participant and the appropriate period over which performance is to be
measured (a "performance cycle").

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Performance awards may include (i) specific dollar-value target awards (ii)
performance units, the value of each such unit being determined by the Committee
at the time of issuance, and/or (iii) performance Shares, the value of each such
Share being equal to the Fair Market Value of a share of Common Stock.

     The value of each performance award may be fixed or it may be permitted to
fluctuate based on a performance factor (e.g., return on equity) selected by the
Committee.

     The Committee shall establish performance goals and objectives for each
performance cycle on the basis of such criteria and objectives as the Committee
may select from time to time, including, without limitation, the performance of
the participant, the Company, one or more of its Subsidiaries or divisions or
any combination of the foregoing. During any performance cycle, the Committee
shall have the authority to adjust the performance goals and objectives for such
cycle for such reasons as it deems equitable.

     The Committee shall determine the portion of each performance award that is
earned by a participant on the basis of the Company's performance over the
performance cycle in relation to the performance goals for such cycle. The
earned portion of a performance award may be paid out in Shares, cash, Other
Company Securities, or any combination thereof, as the Committee may determine.

     A participant must be a director, officer or employee of, or otherwise
perform services for, the Company or its Subsidiaries at the end of the
performance cycle in order to be entitled to payment of a performance award
issued in respect of such cycle; provided, however, that except as otherwise
determined by the Committee, if a participant ceases to be a director, officer
or employee of, or to otherwise perform services for, the Company and its
Subsidiaries upon his or her death, Retirement, or Disability prior to the end
of the performance cycle, the participant shall earn a proportionate portion of
the performance award based upon the elapsed portion of the performance cycle
and the Company's performance over that portion of such cycle.

     In the event of a Change in Control, a participant shall earn no less than
the portion of the performance award that the participant would have earned if
the applicable performance cycle(s) had terminated as of the date of the Change
in Control.

10.  Withholding Taxes.
     -----------------

     (a) Participant Election. Unless otherwise determined by the Committee, a
         --------------------
participant may elect to deliver shares of Common Stock (or have the Company
withhold shares acquired upon exercise of an option or SAR or deliverable upon
grant or vesting of restricted stock, as the case may be) to satisfy, in whole
or in part, the amount the Company is required to withhold for taxes in
connection with the exercise of an option or SAR or the delivery of restricted
stock upon grant or vesting, as the case may be. Such election must be made on
or before the date the amount of tax to be withheld is determined. Once made,
the election shall be irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date the amount of
tax to be withheld is determined. In the event a participant elects to deliver
or have the Company withhold shares of Common Stock pursuant to

                                                                              11

<PAGE>

this Section 10(a), such delivery or withholding must be made subject to the
conditions and pursuant to the procedures set forth in Section 6(b) with respect
to the delivery or withholding of Common Stock in payment of the exercise price
of options.

     (b) Company Requirement. The Company may require, as a condition to any
         -------------------
grant or exercise under the Plan or to the delivery of certificates for Shares
issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

11.   Written Agreement; Vesting.
      --------------------------

     Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions, including
without limitation vesting requirements, consistent with the provisions of the
Plan, as may be approved by the Committee. Unless the Committee determines
otherwise and except as otherwise provided in Sections 6, 7, 8 and 9 in
connection with a Change of Control or certain occurrences of termination, no
grant under this Plan may be exercised, and no restrictions relating thereto may
lapse, within six months of the date such grant is made.

12.   Transferability.
      ---------------

     Unless the Committee determines otherwise, no option, SAR, performance
award or restricted stock granted under the Plan shall be transferable by a
participant other than by will or the laws of descent and distribution or, with
respect to such grants other than grants of Incentive Stock Options, to a
participant's Family Member by gift or a qualified domestic relations order as
defined by the Code. Unless the Committee determines otherwise, an option, SAR
or performance award may be exercised only by the optionee or grantee thereof;
by his or her Family Member if such person has acquired the option, SAR or
performance award by gift or qualified domestic relations order; by his or her
executor or administrator the executor or administrator of the estate of any of
the foregoing or any person to whom the Option is transferred by will or the
laws of descent and distribution; or by his or her guardian or legal
representative or the guardian or legal representative of any of the foregoing;
provided that Incentive Stock Options may be exercised by any Family Member,
guardian or legal representative only if permitted by the Code and any
regulations thereunder. All provisions of this Plan shall in any event continue
to apply to any option, SAR, performance award or restricted stock granted under
the Plan and transferred as permitted by this Section 12, and any transferee of
any such option, SAR, performance award or restricted stock shall be bound by
all provisions of this Plan as and to the same extent as the applicable original
grantee.

                                                                              12

<PAGE>

13.   Listing, Registration and Qualification.
      ---------------------------------------

     If the Committee determines that the listing, registration or qualification
upon any securities exchange or under any law of Shares subject to any option,
SAR, performance award or restricted stock grant is necessary or desirable as a
condition of, or in connection with, the granting of same or the issue or
purchase of Shares thereunder, no such option or SAR may be exercised in whole
or in part, no such performance award may be paid out, and no Shares may be
issued, unless such listing, registration or qualification is effected free of
any conditions not acceptable to the Committee.


14.   Transfer of Employee.
      --------------------

     The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.


15.   Adjustments.
      -----------

     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of
options, SARs, Shares or other property covered by grants previously made under
the Plan, and in the exercise price of outstanding options and SARs. Any such
adjustment shall be final, conclusive and binding for all purposes of the Plan.
In the event of any merger, consolidation or other reorganization in which the
Company is not the surviving or continuing corporation or in which a Change in
Control is to occur, all of the Company's obligations regarding options, SARs,
performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be assumed by the surviving or
continuing corporation or canceled in exchange for property (including cash).

     Without limitation of the foregoing, in connection with any transaction of
the type specified by clause (iii) of the definition of a Change in Control in
Section 2(c), the Committee may, in its discretion, (i) cancel any or all
outstanding options under the Plan in consideration for payment to the holders
thereof of an amount equal to the portion of the consideration that would have
been payable to such holders pursuant to such transaction if their options had
been fully exercised immediately prior to such transaction, less the aggregate
exercise price that would have been payable therefor, or (ii) if the amount that
would have been payable to the option holders pursuant to such transaction if
their options had been fully exercised immediately prior thereto would be equal
to or less than the aggregate exercise price that would have been payable
therefor, cancel any or all such options for no consideration or payment of any
kind. Payment of any

                                                                              13

<PAGE>

amount payable pursuant to the preceding sentence may be made in cash or, in the
event that the consideration to be received in such transaction includes
securities or other property, in cash and/or securities or other property in the
Committee's discretion.

16.  Amendment and Termination of the Plan.
     -------------------------------------

     The Board of Directors or the Committee, without approval of the
stockholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the stockholders of the Company if
stockholder approval would be required by applicable law or regulations,
including if required for continued compliance with the performance-based
compensation exception of Section 162(m) of the Code or any successor thereto,
under the provisions of Section 422 of the Code or any successor thereto, or by
any listing requirement of any exchange on which the Common Stock is then
listed.

17.  Amendment or Substitution of Awards under the Plan.
     --------------------------------------------------

     The terms of any outstanding award under the Plan may be amended from time
to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Sections 13 and 15,
no such amendment shall adversely affect in a material manner any right of a
participant under the award without his or her written consent, and provided
further that the Committee shall not reduce the exercise price of any options or
SARs awarded under the Plan without approval of the stockholders of the Company.
The Committee may, in its discretion, permit holders of awards under the Plan to
surrender outstanding awards in order to exercise or realize rights under other
awards, or in exchange for the grant of new awards, or require holders of awards
to surrender outstanding awards as a condition precedent to the grant of new
awards under the Plan.

18.   Commencement Date; Termination Date
      -----------------------------------

     The date of commencement of the Plan shall be the later of date it is
approved by (i) the Board, or (ii) the Company's shareholders. The Plan will
also be subject to reapproval by the shareholders of the Company when and as
required by the Code.

     Unless previously terminated upon the adoption of a resolution of the Board
terminating the Plan, the Plan shall terminate ten years after the earlier of
(i) commencement date of the Plan or (ii) shareholder approval. No termination
of the Plan shall materially and adversely affect any of the rights or
obligations of any person, without his or her written consent, under any grant
of options or other incentives theretofore granted under the Plan.

19. Severability. Whenever possible, each provision of the Plan shall be
    ------------
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of the Plan.

                                                                              14

<PAGE>

20. Governing Law. Except to the extent that provisions of the Plan are governed
    -------------
by applicable provisions of the Code or other substantive provisions of federal
law, the Plan shall be governed by the corporate laws of the State of Delaware,
without giving effect to any choice of law provisions that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction.

                                                                              15