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                                                                     EXHIBIT 4.1

                               CUMULUS MEDIA INC.
                            2000 STOCK INCENTIVE PLAN

                  1. Objectives. The Cumulus Media Inc. 2000 Stock Incentive
Plan is designed to attract and retain certain selected officers, key 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 Plan 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) "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.

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

                           (i) the acquisition by an individual, entity or group
         (within the meaning of Section 13(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act") (a "Person"), after the date
         hereof, of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of 35% or more of either (a) the
         then outstanding shares of common stock of Cumulus Media Inc. (the
         "Outstanding Company Common Stock") or (b) the combined voting power of
         the then outstanding voting securities of Cumulus Media Inc. entitled
         to vote generally in the election of directors (the "Outstanding
         Company Voting Securities"); provided, however, that for purposes of
         this subsection (i), the following acquisitions shall not constitute a
         Change of Control: (a) any acquisition directly from Cumulus Media
         Inc., (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 corporation pursuant to a
         transaction which complies with clauses (a), (b) and (c) of subsection
         (iii) of this Section 2(e); or

                  (ii) individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by Cumulus Media Inc.'s shareholders, was
         approved by a vote of at least a majority of the directors then
         constituting the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of an


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         actual or threatened election contest with respect to the election or
         removal of directors or other actual or threatened solicitation of
         proxies or consents by or on behalf of a person other than the Board;
         or

                  (iii) consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company for which approval of the shareholders of
         Cumulus Media Inc. is required (a "Business Combination"), in each
         case, unless, immediately following such Business Combination, (a) all
         or substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities immediately prior to
         such Business Combination beneficially own, directly or indirectly,
         more than 60% of, respectively, the then outstanding shares of common
         stock and the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of directors, as
         the case may be, of the corporation resulting from such Business
         Combination (including, without limitation, a corporation which as a
         result of such transaction owns Cumulus Media Inc. or all or
         substantially all of the Company's assets either directly or through
         one or more subsidiaries) in substantially the same proportions as
         their ownership, immediately prior to such Business Combination of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be, (b) no Person (excluding any employee
         benefit plan (or related trust) of the Company or such corporation
         resulting from such Business Combination) beneficially owns, directly
         or indirectly, 35% or more of, respectively, the then outstanding
         common stock of the corporation resulting from such Business
         Combination or the combined voting power of the then outstanding voting
         securities of such corporation except to the extent that such ownership
         existed prior to the Business Combination and (c) at least a majority
         of the members of the Board of Directors of the corporation resulting
         from such Business Combination were members of the Incumbent Board at
         the time of the execution of he initial agreement, or of the action of
         the Board, providing for such Business Combination; or

                  iv) approval by the shareholders of Cumulus Media Inc. of a
         complete liquidation or dissolution of Cumulus Media Inc.

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

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

                           (h) "Committee" shall mean the Compensation Committee
         of the Board of Directors of Cumulus Media Inc. which shall be
         comprised of at least two non-employee directors within the meaning of
         Rule 16-b 3 of the Securities Exchange Act of 1934.

                           (i) "Company" shall mean Cumulus Media Inc. and its
         subsidiaries including subsidiaries of subsidiaries and partnerships
         and other business ventures in which Cumulus Media Inc. has a
         significant equity interest, as determined in the sole discretion of
         the Committee.

                           (j) "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 of the Treasury Department. Notwithstanding the foregoing,
         in the case of Awards which are effective on the date the Company sells
         shares of Class A Common Stock in an underwritten public offering, Fair
         Market Value shall mean the price per share at which the Class A Common
         Stock is initially sold to the public pursuant to the offering.

                           (k) "Participant" shall mean a current or prospective
         employee, non-employee director, consultant or other person who
         provides services to the Company to whom an Award has been made under
         the Plan. Notwithstanding the foregoing, if a director is serving on
         the Board to represent the interests of a


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         corporate shareholder of the Company, the option which otherwise would
         be awarded to the director may be awarded to the director's employer.

                           (l) "Plan" shall mean the Cumulus Media Inc. 2000
         Stock Incentive Plan.

                           (m) "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.

                           (n) "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 Fair Market
         Value on the date of grant. A stock option may be in the form of a
         nonqualified stock option or an incentive stock option ("ISO"). A
         nonqualified stock option is an option that does not meet the criteria
         of an ISO. An ISO, in addition to being subject to applicable terms,
         conditions and limitations established by the Committee, complies with
         Section 422 of the Code which, among other limitations, provides that
         the Participant is an Employee on the date of grant and exercises the
         ISO only while employed or within three months thereafter (one year in
         the case of disability, within the meaning of Section 12), that the
         aggregate Fair Market Value (determined at the time the option is
         granted) of Class A Common Stock for which ISOs are exercisable for the
         first time by a Participant during any calendar year shall not exceed
         $100,000; that ISOs shall be priced at not less than 100% of the Fair
         Market Value on the date of the grant (110% in the case of a
         Participant who is a 10% shareholder of the Company within the meaning
         of Section 422 of the Code); and that ISOs shall be exercisable for a
         period of not more than ten years (five years in the case of a
         Participant who is a 10% shareholder of the Company).

                  3. Eligibility. Current and prospective employees,
non-employee directors, consultants or other 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.

                  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 2,750,000 shares of Class A
Common Stock, all of which may be in the form of incentive stock options. 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, 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


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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 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 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 obtained 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, 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 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 terminate and all vested but
unexercised, deferred or unpaid Awards shall terminate one year after such
termination of service, unless the Award Agreement provides otherwise, and
during such one year 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.


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                           (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.

                                    (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 incentive
stock options 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,


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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) available
for ISOs, (iii) for which Awards shall be granted to an individual Participant,
and (iv) 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, whether or not in a transaction to which Section 424(a) of
the Code applies, 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 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 October 1, 2000. The Plan shall terminate on September 30, 2010 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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