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                                                                     EXHIBIT 4.1

                               CUMULUS MEDIA INC.

                           2004 EQUITY INCENTIVE PLAN

1.          PURPOSE. The purpose of the 2004 Equity Incentive Plan is to attract
      and retain officers, key employees, non-employee directors and consultants
      for Cumulus Media Inc., a Delaware corporation, and its Subsidiaries and
      to provide to such persons incentives and rewards for superior
      performance.

2.          DEFINITIONS. As used in this Plan,

      (a)         "Board" means the Board of Directors of the Company and, to
            the extent of any delegation by the Board to a committee (or
            subcommittee thereof) pursuant to Section 13 of this Plan, such
            committee (or subcommittee).

      (b)         "Business Combination" means a reorganization, merger or
            consolidation or sale or other disposition of all or substantially
            all of the assets of the Company.

      (c)         "Change in Control" will have the meaning provided in Section
            9 of this Plan.

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

      (e)         "Common Shares" means the shares of Class A common stock, par
            value $.01 per share, of the Company or any security into which such
            Common Shares may be changed by reason of any transaction or event
            of the type referred to in Section 8 of this Plan.

      (f)         "Company" means Cumulus Media Inc., a Delaware corporation.

      (g)         "Date of Grant" means the date specified by the Board on which
            a grant of Option Rights or a grant or sale of Restricted Shares or
            Deferred Shares will become effective (which date will not be
            earlier than the date on which the Board takes action with respect
            thereto).

      (h)         "Deferral Period" means the period of time during which
            Deferred Shares are subject to deferral limitations under Section 6
            of this Plan.

      (i)         "Deferred Shares" means an award made pursuant to Section 6 of
            this Plan of the right to receive Common Shares at the end of a
            specified Deferral Period.

      (j)         "Director" means a member of the Board of Directors of the
            Company.

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      (k)         "Evidence of Award" means an agreement, certificate,
            resolution or other type or form of writing or other evidence
            approved by the Board that sets forth the terms and conditions of
            the awards granted. An Evidence of Award may be in an electronic
            medium, may be limited to notation on the books and records of the
            Company and, with the approval of the Board, need not be signed by a
            representative of the Company or a Participant.

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

      (m)         "Incentive Stock Options" means Option Rights that are
            intended to qualify as "incentive stock options" under Section 422
            of the Code or any successor provision.

      (n)         "Market Value per Share" means, as of any particular date, (i)
            the closing sale price per Common Share as reported on the principal
            exchange on which Common Shares are then trading or if there are no
            sales on such day, on the next preceding trading day during which a
            sale occurred, or (ii) if clause (i) does not apply, the fair market
            value of the Common Shares as determined by the Board.

      (o)         "Optionee" means the optionee named in an Evidence of Award
            evidencing an outstanding Option Right.

      (p)         "Option Price" means the purchase price payable on exercise of
            an Option Right.

      (q)         "Option Right" means the right to purchase Common Shares upon
            exercise of an option granted pursuant to Section 4 of this Plan.

      (r)         "Participant" means a person who is selected by the Board to
            receive benefits under this Plan and who is at the time an officer,
            key employee, non-employee director or consultant of the Company or
            any one or more of its Subsidiaries, or who has agreed to commence
            serving in any of such capacities within 90 days of the Date of
            Grant.

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

      (t)         "Plan" means this Cumulus Media Inc. 2004 Equity Incentive
            Plan.

      (u)         "Restricted Shares" means Common Shares granted or sold
            pursuant to Section 5 of this Plan as to which neither the
            substantial risk of forfeiture nor the prohibition on transfers
            referred to in such Section 5 has expired.

      (v)         "Subsidiary" means a corporation, company or other entity (i)
            more than 50 percent of whose outstanding shares or securities
            (representing the right to vote for the election of directors or
            other managing authority) are, or (ii) which does

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            not have outstanding shares or securities (as may be the case in a
            partnership, joint venture or unincorporated association), but more
            than 50 percent of whose ownership interest representing the right
            generally to make decisions for such other entity is, now or
            hereafter, owned or controlled, directly or indirectly, by the
            Company except that for purposes of determining whether any person
            may be a Participant for purposes of any grant of Incentive Stock
            Options, "Subsidiary" means any corporation in which at the time the
            Company owns or controls, directly or indirectly, more than 50
            percent of the total combined voting power represented by all
            classes of stock issued by such corporation.

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

3.          SHARES AVAILABLE UNDER THE PLAN.

      (a)         Subject to adjustment as provided in Section 3(b) and Section
            8 of this Plan, the number of Common Shares that may be issued or
            transferred (i) upon the exercise of Option Rights, (ii) as
            Restricted Shares and released from substantial risks of forfeiture
            thereof, (iii) as Deferred Shares or (iv) in payment of dividend
            equivalents paid with respect to awards made under the Plan will not
            exceed in the aggregate 2,795,000. Common Shares, plus any shares
            described in Section 3(b). Such shares may be shares of original
            issuance or treasury shares or a combination of the foregoing.

      (b)         The number of shares available in Section 3(a) above will be
            adjusted to account for shares relating to awards that expire or are
            forfeited or that are transferred, surrendered or relinquished upon
            the payment of any Option Price by the transfer to the Company of
            Common Shares or upon satisfaction of any withholding amount. Upon
            payment in cash of the benefit provided by any award granted under
            this Plan, any shares that were covered by that award will again be
            available for issue or transfer hereunder.

      (c)         Notwithstanding anything in this Section 3, or elsewhere in
            this Plan, to the contrary and subject to adjustment as provided in
            Section 8 of this Plan, (i) the aggregate number of Common Shares
            actually issued or transferred by the Company upon the exercise of
            Incentive Stock Options will not exceed 1,400,000 Common Shares;
            (ii) no Participant will be granted Option Rights for more than
            500,000 Common Shares during any calendar year; and (iii) the number
            of shares issued as Restricted Shares and Deferred Shares will not
            (after taking any forfeitures into account) in the aggregate exceed
            925,000 Common Shares.

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4.          OPTION RIGHTS. The Board may, from time to time and upon such terms
      and conditions as it may determine, authorize the granting to Participants
      of options to purchase Common Shares. Each such grant may utilize any or
      all of the authorizations, and will be subject to all of the requirements
      contained in the following provisions:

      (a)         Each grant will specify the number of Common Shares to which
            it pertains subject to the limitations set forth in Section 3 of
            this plan.

      (b)         Each grant will specify an Option Price per share, which may
            not be less than the Market Value per Share on the day immediately
            preceding the Date of Grant.

      (c)         Each grant will specify whether the Option Price will be
            payable (i) in cash or by check acceptable to the Company, (ii) by
            the actual or constructive transfer to the Company of Common Shares
            owned by the Optionee for at least 6 months (or other consideration
            authorized pursuant to Section 4(d)) having a value at the time of
            exercise equal to the total Option Price, or (iii) by a combination
            of such methods of payment.

      (d)         The Board may determine, at or after the Date of Grant, that
            payment of the Option Price of any Option Right (other than an
            Incentive Stock Option) may also be made in whole or in part in the
            form of Restricted Shares or Deferred Shares. Unless otherwise
            determined by the Board at or after the Date of Grant, whenever any
            Option Price is paid in whole or in part by means of any of the
            forms of consideration specified in this Section 4(d), the Common
            Shares received upon the exercise of the Option Rights will be
            subject to such risks of forfeiture or restrictions on transfer as
            may correspond to any that apply to the consideration surrendered,
            but only to the extent, determined with respect to the consideration
            surrendered.

      (e)         To the extent permitted by law, any grant may provide for
            deferred payment of the Option Price from the proceeds of sale
            through a bank or broker on a date satisfactory to the Company of
            some or all of the shares to which such exercise relates.

      (f)         Successive grants may be made to the same Participant whether
            or not any Option Rights previously granted to such Participant
            remain unexercised.

      (g)         Each grant will specify the period or periods of continuous
            service by the Optionee with the Company or any Subsidiary that is
            necessary before the Option Rights or installments thereof will
            become exercisable and may provide for the earlier exercise of such
            Option Rights in the event of a Change in Control.

      (h)         Any grant of Option Rights may specify management objectives
            that must be achieved as a condition to the exercise of such rights.

      (i)         Option Rights granted under this Plan may be (i) options,
            including, without limitation, Incentive Stock Options, that are
            intended to qualify under

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            particular provisions of the Code, (ii) options that are not
            intended so to qualify, or (iii) combinations of the foregoing.
            Incentive Stock Options may only be granted to Participants who meet
            the definition of "employees" under Section 3401(c) of the Code.

      (j)         The Board may, at or after the Date of Grant of any Option
            Rights (other than Incentive Stock Options), provide for the payment
            of dividend equivalents to the Optionee on either a current or
            deferred or contingent basis or may provide that such equivalents
            will be credited against the Option Price.

      (k)         No Option Right will be exercisable more than 10 years from
            the Date of Grant.

      (l)         The Board reserves the discretion after the Date of Grant to
            provide for (i) the payment of a cash bonus at the time of exercise;
            (ii) the availability of a loan at exercise; (iii) the right to
            tender in satisfaction of the Option Price nonforfeitable,
            unrestricted Common Shares, which are already owned by the Optionee
            and have a value at the time of exercise that is equal to the Option
            Price.

      (m)         Each grant of Option Rights will be evidenced by an Evidence
            of Award. Each Evidence of Award shall be subject to the Plan and
            shall contain such terms and provisions as the Board may approve.

5.          RESTRICTED SHARES. The Board may also authorize the grant or sale of
      Restricted Shares to Participants. Each such grant or sale may utilize any
      or all of the authorizations, and will be subject to all of the
      requirements, contained in the following provisions:

      (a)         Each such grant or sale will constitute an immediate transfer
            of the ownership of Common Shares to the Participant in
            consideration of the performance of services, entitling such
            Participant to voting, dividend and other ownership rights, but
            subject to the substantial risk of forfeiture and restrictions on
            transfer hereinafter referred to.

      (b)         Each such grant or sale may be made without additional
            consideration or in consideration of a payment by such Participant
            that is less than the Market Value per Share at the Date of Grant.

      (c)         Each such grant or sale will provide that the Restricted
            Shares covered by such grant or sale will be subject to a
            "substantial risk of forfeiture" within the meaning of Section 83 of
            the Code for a period of not less than two years, to be determined
            by the Board at the Date of Grant, and may provide for the earlier
            lapse of such substantial risk of forfeiture in the event of a
            Change in Control.

      (d)         Each such grant or sale will provide that during the period
            for which such substantial risk of forfeiture is to continue, the
            transferability of the Restricted Shares will be prohibited or
            restricted in the manner and to the extent prescribed by the Board
            at the Date of Grant (which restrictions may include, without
            limitation, rights of repurchase or first refusal in the Company or
            provisions

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            subjecting the Restricted Shares to a continuing substantial risk of
            forfeiture in the hands of any transferee).

      (e)         Any grant of Restricted Shares may specify management
            objectives that, if achieved, will result in termination or early
            termination of the restrictions applicable to such shares.

      (f)         Any such grant or sale of Restricted Shares may require that
            any or all dividends or other distributions paid thereon during the
            period of such restrictions be automatically deferred and reinvested
            in additional Restricted Shares, which may be subject to the same
            restrictions as the underlying award.

      (g)         Each grant or sale of Restricted Shares will be evidenced by
            an Evidence of Award and will contain such terms and provisions,
            consistent with this Plan, as the Board may approve. Unless
            otherwise directed by the Board, all certificates representing
            Restricted Shares will be held in custody by the Company until all
            restrictions thereon will have lapsed, together with a stock power
            or powers executed by the Participant in whose name such
            certificates are registered, endorsed in blank and covering such
            Shares.

6.          DEFERRED SHARES. The Board may also authorize the granting or sale
      of Deferred Shares to Participants. Each such grant or sale may utilize
      any or all of the authorizations, and will be subject to all of the
      requirements contained in the following provisions:

      (a)         Each such grant or sale will constitute the agreement by the
            Company to deliver Common Shares to the Participant in the future in
            consideration of the performance of services, but subject to the
            fulfillment of such conditions during the Deferral Period as the
            Board may specify.

      (b)         Each such grant or sale may be made without additional
            consideration or in consideration of a payment by such Participant
            that is less than the Market Value per Share at the Date of Grant.

      (c)         Each such grant or sale will be subject to a Deferral Period
            of not less than 1 year, as determined by the Board at the Date of
            Grant, and may provide for the earlier lapse or other modification
            of such Deferral Period in the event of a Change in Control.

      (d)         During the Deferral Period, the Participant will have no right
            to transfer any rights under his or her award and will have no
            rights of ownership in the Deferred Shares and will have no right to
            vote them, but the Board may, at or after the Date of Grant,
            authorize the payment of dividend equivalents on such Shares on
            either a current or deferred or contingent basis, either in cash or
            in additional Common Shares.

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      (e)         Each grant or sale of Deferred Shares will be evidenced by an
            Evidence of Award and will contain such terms and provisions,
            consistent with this Plan, as the Board may approve.

7.          TRANSFERABILITY.

      (a)         Except as otherwise determined by the Board, no Option Right
            or other derivative security granted under the Plan will be
            transferable by a Participant other than by will or the laws of
            descent and distribution. Except as otherwise determined by the
            Board, Option Rights will be exercisable during the Optionee's
            lifetime only by him or her or by his or her guardian or legal
            representative.

      (b)         The Board may specify at the Date of Grant that part or all of
            the Common Shares that are (i) to be issued or transferred by the
            Company upon the exercise of Option Rights or upon the termination
            of the Deferral Period applicable to Deferred Shares or (ii) no
            longer subject to the substantial risk of forfeiture and
            restrictions on transfer referred to in Section 5 of this Plan, will
            be subject to further restrictions on transfer.

8.          ADJUSTMENTS. The Board may make or provide for such adjustments in
      the numbers of Common Shares covered by outstanding Option Rights and
      Deferred Shares granted hereunder, in the Option Price, and in the kind of
      shares covered thereby, as the Board, in its sole discretion, exercised in
      good faith, may determine is equitably required to prevent dilution or
      enlargement of the rights of Participants that otherwise would result from
      (a) any stock dividend, stock split, combination of shares,
      recapitalization or other change in the capital structure of the Company,
      or (b) any merger, consolidation, spin-off, split- off, spin-out,
      split-up, reorganization, partial or complete liquidation or other
      distribution of assets, issuance of rights or warrants to purchase
      securities, or (c) any other corporate transaction or event having an
      effect similar to any of the foregoing. Moreover, in the event of any such
      transaction or event, the Board, in its discretion, may provide in
      substitution for any or all outstanding awards under this Plan such
      alternative consideration as it, in good faith, may determine to be
      equitable in the circumstances and may require in connection therewith the
      surrender of all awards so replaced. The Board may also make or provide
      for such adjustments in the numbers of shares specified in Section 3 of
      this Plan as the Board in its sole discretion, exercised in good faith,
      may determine is appropriate to reflect any transaction or event described
      in this Section 8; provided, however, that any such adjustment to the
      number specified in Section 3(c)(i) will be made only if and to the extent
      that such adjustment would not cause any Option intended to qualify as an
      Incentive Stock Option to fail so to qualify.

9.          CHANGE IN CONTROL. For purposes of this Plan, except as may be
      otherwise prescribed by the Board in an agreement evidencing a grant or
      award made under the Plan, a "Change in Control" shall mean the occurrence
      of any of the following events:

      (a)         The acquisition by any Person of beneficial ownership (within
            the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35%
            or more of the Voting Power of the Company; provided, however, that
            for purposes of this

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            Section 10(a), the following acquisitions shall not constitute a
            Change in Control: (i) any acquisition directly from the Company,
            (ii) any acquisition by the Company, (iii) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            the Company, or (iv) any acquisition by any Person pursuant to a
            transaction which complies with clauses (i) and (ii) of Section
            9(c).

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

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

      (d)         Approval by the stockholders of the Company of a complete
            liquidation or dissolution of the Company.

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

10.         FRACTIONAL SHARES. The Company will not be required to issue any
      fractional Common Shares pursuant to this Plan. The Board may provide for
      the elimination of fractions or for the settlement of fractions in cash.

11.         WITHHOLDING TAXES. To the extent that the Company is required to
      withhold federal, state, local or foreign taxes in connection with any
      payment made or benefit realized by a Participant or other person under
      this Plan, and the amounts available to the Company for such withholding
      are insufficient, it will be a condition to the receipt of such payment or
      the realization of such benefit that the Participant or such other person
      make arrangements satisfactory to the Company for payment of the balance
      of such taxes required to be withheld, which arrangements (in the
      discretion of the Board) may include relinquishment of a portion of such
      benefit.

12.         FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
      combination of grants under this Plan, the Board may provide for such
      special terms for

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      awards to Participants who are foreign nationals or who are employed by
      the Company or any Subsidiary outside of the United States of America as
      the Board may consider necessary or appropriate to accommodate differences
      in local law, tax policy or custom. Moreover, the Board may approve such
      supplements to or amendments, restatements or alternative versions of this
      Plan as it may consider necessary or appropriate for such purposes,
      without thereby affecting the terms of this Plan as in effect for any
      other purpose, and the Secretary or other appropriate officer of the
      Company may certify any such document as having been approved and adopted
      in the same manner as this Plan. No such special terms, supplements,
      amendments or restatements, however, will include any provisions that are
      inconsistent with the terms of this Plan as then in effect unless this
      Plan could have been amended to eliminate such inconsistency without
      further approval by the shareholders of the Company.

13.         ADMINISTRATION OF THE PLAN.

      (a)         This Plan will be administered by the Board, which may from
            time to time delegate all or any part of its authority under this
            Plan to the Compensation Committee of the Board (or a subcommittee
            thereof), as constituted from time to time. A majority of the
            committee (or subcommittee) will constitute a quorum, and the action
            of the members of the committee (or subcommittee) present at any
            meeting at which a quorum is present, or acts unanimously approved
            in writing, will be the acts of the committee (or subcommittee). To
            the extent of any such delegation, references in this Plan to the
            Board will be deemed to be references to such committee or
            subcommittee.

      (b)         The interpretation and construction by the Board of any
            provision of this Plan or of any agreement, notification or document
            evidencing the grant of Option Rights, Restricted Shares or Deferred
            Shares and any determination by the Board pursuant to any provision
            of this Plan or of any such agreement, notification or document will
            be final and conclusive. No member of the Board will be liable for
            any such action or determination made in good faith.

14.         AMENDMENTS, ETC.

      (a)         The Board may at any time and from time to time amend the Plan
            in whole or in part; provided, however, that any amendment which
            must be approved by the shareholders of the Company in order to
            comply with applicable law or the rules of the Nasdaq Stock Market
            or, if the Common Shares are not traded on the Nasdaq Stock Market,
            the principal national securities exchange upon which the Common
            Shares are traded or quoted, will not be effective unless and until
            such approval has been obtained.

      (b)         The Board also may permit Participants to elect to defer the
            issuance of Common Shares or the settlement of awards in cash under
            the Plan pursuant to such rules, procedures or programs as it may
            establish for purposes of this Plan. The Board also may provide that
            deferred issuances and settlements include the payment or crediting
            of dividend equivalents or interest on the deferral amounts.

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      (c)         The Board may condition the grant of any award or combination
            of awards authorized under this Plan on the surrender or deferral by
            the Participant of his or her right to receive a cash bonus or other
            compensation otherwise payable by the Company or a Subsidiary to the
            Participant.

      (d)         In case of termination of employment by reason of death,
            disability or normal or early retirement, or in the case of hardship
            or other special circumstances, of a Participant who holds an Option
            Right not immediately exercisable in full, or any Restricted Shares
            as to which the substantial risk of forfeiture or the prohibition or
            restriction on transfer has not lapsed, or any Deferred Shares as to
            which the Deferral Period has not been completed, or who holds
            Common Shares subject to any transfer restriction imposed pursuant
            to Section 7(b) of this Plan, the Board may, in its sole discretion,
            accelerate the time at which such Option Right may be exercised or
            the time at which such substantial risk of forfeiture or prohibition
            or restriction on transfer will lapse or the time when such Deferral
            Period will end or the time when such transfer restriction will
            terminate or may waive any other limitation or requirement under any
            such award.

      (e)         This Plan will not confer upon any Participant any right with
            respect to continuance of employment or other service with the
            Company or any Subsidiary, nor will it interfere in any way with any
            right the Company or any Subsidiary would otherwise have to
            terminate such Participant's employment or other service at any
            time.

      (f)         To the extent that any provision of this Plan would prevent
            any Option Right that was intended to qualify as an Incentive Stock
            Option from qualifying as such, that provision will be null and void
            with respect to such Option Right. Such provision, however, will
            remain in effect for other Option Rights and there will be no
            further effect on any provision of this Plan.

15.         GOVERNING LAW. The Plan and all grants and awards and actions taken
      thereunder shall be governed by and construed in accordance with the
      internal substantive laws of the State of Georgia.

16.         TERMINATION. No grant will be made under this Plan more than 10
      years after the date on which this Plan is first approved by the
      shareholders of the Company, but all grants made on or prior to such date
      will continue in effect thereafter subject to the terms thereof and of
      this Plan.

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