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                                                                     EXHIBIT 4.2

                               CUMULUS MEDIA INC.
                       1999 EXECUTIVE STOCK INCENTIVE PLAN

         1.       OBJECTIVES. The Cumulus Media Inc. 1999 Executive Stock
Incentive Plan is designed to be a plan which governs the stock options to be
granted to Richard W. Weening ("Mr. Weening") and Lewis W. Dickey, Jr. ("Mr.
Dickey").

         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)      "Cause" shall have the same meaning as in Section
         6(c) of the Employment Agreements.

                  (e)      "Change of Control" shall have the same meaning as in
         Section 8 of the Employment Agreements.

                  (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)      "Class C Common Stock" shall mean the authorized and
         issued or unissued $.01 par value Class C 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 of Directors of Cumulus Media Inc. comprised of at least two
         non-employee directors.

                  (j)      "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.

                  (k)      "Employment Agreements" shall mean the employment
         agreements between the Company and Mr. Weening and Mr. Dickey,
         respectively, dated as of July 1, 1998.

                  (l)      "Fair Market Value", as regards the Class A Common
         Stock 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. "Fair Market Value" as regards the
         Class C Common Stock from time to time, shall mean the Fair Market
         Value of the Class A Common Stock at such same time unless the
         Committee determines otherwise because of a determination that the Fair
         Market Value of the Class A Common Stock is not


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         indicative of the Fair Market Value of the Class C Common Stock. In the
         event of such a determination, the Committee shall determine the Fair
         Market Value of the Class C Common Stock in conformity with pertinent
         law and regulations of the Treasury Department.

                  (m)      "Participant" shall mean Mr. Weening and/or Mr.
         Dickey.

                  (n)      "Plan" shall mean the Cumulus Media Inc. 1999
         Executive Stock Incentive Plan.

                  (o)      "Stock Option" shall mean a grant of a right to
         purchase a specified number of shares of Class C Common Stock the
         purchase price of which shall be not less than 100% of Fair Market
         Value on the date of grant, as determined by the Committee. 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 aggregate Fair Market
         Value (determined at the time the option is granted) of Class C 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. Mr. Weening and Mr. Dickey are the only employees
eligible to participate in the Plan.

         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 1,000,000 shares of Class C
Common Stock, provided that not more than 300,000 shares of Class C Common Stock
may be subject to 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 C 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 C 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 persons are 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 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.


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         8.       DEFERRED PAYMENT OF AWARDS. The Committee may permit selected
Participants to elect to defer payments of some or all types 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. The price at which shares of Class C
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 or Class C 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 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 C 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 C
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 by 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 C
         Common Stock which may be delivered pursuant to Awards hereunder,
         except for increases resulting from Section 14 hereof.

         12.      TERMINATION OF EMPLOYMENT.

                  (a)      Termination of Options. The impact of a Participant's
         termination of employment on the vesting and exercisability of a Stock
         Option shall be governed by the Award Agreement.

                  (b)      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 suffers a
                  Disability as defined in Section 6(e) of the Employment
                  Agreements, 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


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                  competent, or a legally designated guardian or representative
                  if the Participant is legally incompetent by virtue of such
                  disability.

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

                  (c)      No Employment Rights. The Plan shall not confer upon
         any Participant any right with respect to continuation of employment by
         the Company nor shall it interfere in any way with the right of the
         Company to terminate any Participant's employment at any time.

         13.      NONASSIGNABILITY. Except as provided in Section 12(b) 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, except that Awards, other than incentive stock options, within the
meaning of Section 422 of the Code, may 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 C 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
C Common Stock (i) reserved under the Plan, (ii) available for ISOs, (iii) for
which Awards may 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 C Common Stock or any distribution (other than normal cash dividends) to
holders of Class C 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 Class C Common Stock 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 Class C Common Stock
, 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
Class C Common Stock granted under the Plan. Any liability of the Company to any
Participant with respect to a grant of Class C Common Stock under the Plan shall
be based solely upon any contractual obligations that may be created by the Plan
and any Award Agreement; and 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 August 30, 1999. The Plan shall terminate on August 30, 2009 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.


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         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 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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