National Research
Corporation
Restricted Stock Incentive Plan 
for Joseph W. Carmichael
As Amended and
Restated 
Under the 2001 Equity Incentive Plan  



	1. 	This
Restricted Stock Incentive Plan for Joseph W. Carmichael, as amended and
          restated (the “Carmichael Plan”), is adopted under, and is a subset
          of, the National Research Corporation 2001 Equity Incentive Plan (the “2001
          Plan”), designed to promote the best interests of the National Research
          Corporation (the “Company”) and its shareholders by providing Joseph
          W. Carmichael, the Company’s President (the “Officer”), with an
          opportunity to acquire a proprietary interest in the Company. Like the 2001
Plan           overall, it is intended that the Carmichael Plan will promote the
retention of           the Officer and increase his incentive and personal interest in
the welfare of           the Company and its shareholders. 






	2. 	The
Carmichael Plan will be administered by the Compensation Committee of the           Board
of Directors (the “Committee”), which is the Administrator of           the
2001 Plan. 






	3. 	Awards
under the Carmichael Plan: 






	 	A.	If
during 2005 the Company meets or exceeds the Annual Revenue Goal for 2005 set
          forth on Exhibit A, then the Officer will receive an award of shares of
          Restricted Stock (as defined in the 2001 Plan) with a value of $600,000. 






	 	B.	If
the Company does not meet or exceed the Annual Revenue Goal for 2005, then           the
Committee, in its sole discretion, may elect to make the Officer eligible to
          receive an award of shares of Restricted Stock with a value of $600,000 if the
          Company meets or exceeds the Annual Revenue Goal for 2006 set forth on Exhibit
          A; provided that the Committee shall make such election no later than March 31,
          2006. 






	 	C.	For
each quarter during 2005 that the Company meets or exceeds the Quarterly Net
          Operating Income Goal for 2005 set forth on Exhibit A, the Officer will receive
          an award of shares of Restricted Stock with a value of $100,000. 






	 	D.	For
each quarter during 2006 that the Company meets or exceeds the Quarterly Net
          Operating Income Goal for 2006 set forth on Exhibit A, the Officer will receive
          an award of shares of Restricted Stock with a value of $50,000. 






	 	E.	If
the Company does not meet or exceed one or more Quarterly Net Operating           Income
Goal for 2006, then the Officer will be eligible to receive an award of           shares
of Restricted Stock with a fair market value equal to an amount           calculated as
follows: 






	 	i.	Target
payout equal to $200,000.  















	 	ii.	Threshold:
85% performance = award value equal to 50% of target.  






	 	iii.	Between
85.1% and 100% performance = each 1 percentage point increase in           performance
results in a 3-1/3 percentage point increase in award. (ex. 88%           of 2006
annual income goal = award of shares equal to 60 % of target) 






	 	iv.	Target:
100% of performance = award value equal to 100% of target.  






	 	v.	Between
100.1% and 130% performance and above = each 1 percentage point increase           in
performance results in a one percentage point increase in award. (to a
          maximum award of 130% of target) 






	 	vi.	The
amount calculated in (i)-(v) above shall be reduced by the product of (i)
          $50,000 multiplied by (ii) the number of quarters during 2006 in which the
          Company did meet or exceed the relevant Quarterly Net Operating Income Goal for
          2006 set forth in Exhibit A.  






	4. 	All
awards under the Carmichael Plan shall be payable in shares of Restricted
          Stock, which will be awarded on the sixth trading day after the relevant
          quarterly or annual earnings press release. Restricted Stock will vest one
third           year each year over the three years from the date of its award. All such
          Restricted Stock shall be awarded under, and shall be subject to, the 2001
Plan.           In connection with each award of Restricted Stock pursuant to the
Carmichael           Plan, the Company and the Officer will execute a Restricted Stock
Agreement, the           form of which is attached hereto as Exhibit B. 






	5. 	Any
award otherwise payable under Section 3 above will not be due or payable if           the
Officer is not employed by the Company on the relevant payment date of such
          award specified in Section 4. 






	6. 	The
value of each share of Restricted Stock awarded pursuant to the Carmichael           Plan
shall be deemed to be equal to the average per share trading price of the
          Company’s common stock over the ten-day period starting on the date five
          trading days before the date of the relevant earnings press release and ending
          four trading days after said press release. If no trades of Company common
stock           occur during any trading day during such period, then such trading day
shall be           excluded from the calculation. 






	7. 	The
Committee, in its sole discretion, may adjust the performance goals on           Exhibit
A to reflect the estimated impact of any acquisitions. 






	8. 	The
Carmichael Plan, all awards hereunder, and all determinations made and           actions
taken pursuant to the Carmichael Plan will be governed by the terms and
          conditions of the 2001 Plan. 







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