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                                                                    EXHIBIT 10.4


                       RANGER EQUITY HOLDINGS CORPORATION

                               PHANTOM STOCK PLAN

1.0      PURPOSE. Ranger Equity Holdings Corporation, a Delaware corporation,
         (herein, together with its successors, referred to as the "Company"),
         by means of this Phantom Stock Plan (the "Plan") desires to provide to
         certain employees of the Company with awards based on hypothetical
         shares of the Company's common stock, $.01 par value per share,
         ("Common Stock") in lieu of and in replacement for non-vested options
         granted under the LIN Television Corporation Amended and Restated 1994
         Stock Incentive Plan and the LIN Television Corporation 1994 Adjustment
         Stock Incentive Plan (the "Prior Plans"). In addition, the Plan is
         intended to motivate these employees to put forth maximum efforts
         toward the growth, profitability and services of the Company by
         providing incentives to such persons through cash payments, Common
         Stock, or a combination of both. The Plan shall be effective as of
         March 3, 1998 (the "Effective Date") and shall terminate on the 10th
         anniversary thereof (unless sooner terminated by the Company).

2.0      DEFINITIONS

         The following terms shall have the following meanings unless the
context indicates otherwise:

2.1      "Affiliate" shall mean, as to any Person, a person that directly, or
         indirectly through one or more intermediaries, controls, or is
         controlled by, or is under common control with, such Person.

2.2      "Cause" shall mean any willful misconduct by the employee which results
         in material and demonstrable liability or damage to the Company or its
         property.

2.3      "Change in Control" shall mean the first to occur of the following
         events: (i) any sale, lease, exchange, or other transfer (in one
         transaction or series of related transactions) of all or substantially
         all of the assets of the Company to any person or group of related
         Persons for purposes of Section 13(d) of the Securities Exchange Act of
         1934, as amended, other than one or more members of the HMC Group, (ii)
         a majority of the Board of Directors of the Company shall consist of
         Persons who are not Continuing Directors; or (iii) the acquisition of
         any Person or Group of Persons (other than one or more members of the
         HMC Group) of the power, directly or indirectly, to vote or direct the
         voting of securities having more than 50 percent of the ordinary voting
         power for the election of directors of the Company.

2.4      "Committee" shall mean, as the case may be, the Board of Directors of
         the Company or a committee appointed by the Board of Directors of the
         Company.

2.5      "Continuing Director" shall mean as of the date of determination, any
         Person who (i) was a member of the Board of Directors of the Company on
         the date of adoption of this Plan, (ii) was nominated for election or
         elected to the Board of Directors of the Company with the affirmative
         vote of a majority of the Continuing Directors who were members of such
         Board of Directors at the time of such nomination or election, or (iii)
         is a member of the HMC Group.
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2.6      "Fair Market Value of the Common Stock" shall mean:

         (a)      if the Common Stock is readily tradable on a national
                  securities exchange or other market system, the closing price
                  of the Common Stock on the date of calculation (or on the last
                  preceding trading date if Common Stock was not traded on such
                  date), or

         (b)      if the Common Stock is not readily tradable on a national
                  securities exchange or other market system, then such any
                  other value as determined in good faith by the Board.

2.7      "Good Reason" shall mean (i) any reduction in an employee's current
         salary, (ii) any change in an employee's work location of more than 25
         miles, or (iii) any material adverse change in an employee's position
         or duties other than as a result of changes in public or private
         company status.

2.8      "HMC Group" shall mean Hicks, Muse, Tate & Furst Incorporated, its
         Affiliates and their respective employees, officers, and directors (and
         members of their respective families and trusts for the primary benefit
         of such family members).

2.9      "Initial Public Offering" shall mean the date that any class of
         securities of the Company is registered under the Securities Exchange
         Act of 1934, as amended.

2.10     "Person" shall mean any person or entity of any nature whatsoever,
         specifically including an individual, a firm, a company, a corporation,
         a partnership, or a trust.

2.11     "Phantom Unit Account" shall mean a notional account established and
         maintained by the Company for a Participant which shall record the
         number of Phantom Units granted to the Participant under Section 4.1
         below. This notional account shall be established by the Company for
         bookkeeping purposes only, and no separate funds shall be segregated by
         the Company for the benefit of the Participant.

2.12     "Subsidiary" shall mean a corporation of which the Company directly or
         indirectly owns more than 50 percent of the voting stock or any other
         business entity in which the Company directly or indirectly has an
         ownership interest of more than 50 percent.

3.0      ELIGIBILITY AND PARTICIPATION All employees of the Company or any of
         its Subsidiaries as of March 3, 1998 who held one or more non-vested
         options under the Prior Plans and elected in writing to cancel all or
         part of such options in exchange for Phantom Stock Units (as described
         in Section 4.1 below), shall be eligible to participate in the Plan,
         subject to the sole discretion of the Company.


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4.0      PHANTOM STOCK AWARDS AND PHANTOM STOCK UNITS

4.1      PHANTOM STOCK UNITS. The Company shall grant hypothetical shares of
         Common Stock ("Phantom Stock Units") to Participants as substitution in
         lieu of and as a replacement for the options granted to an employee
         under the Prior Plans and held by such employee as of March 3, 1998 up
         to the amount designated by such Participants, provided, however that
         the Company reserves the right to approve or limit the amount
         designated by the Participant. The Company shall enter and record in
         the employee's Phantom Unit Account such number of Phantom Stock Units
         (including any future adjustment for dividends with respect to Common
         Stock).

4.2      FORFEITURE. The Participant's Phantom Stock Units shall become
         non-forfeitable on the earlier of (i) June 3, 1998 or (ii) termination
         of the Participant's employment by the Company for other than Cause or
         by the Participant for Good Reason. If prior to June 3, 1998, the
         Participant's employment is (i) terminated by the Company for Cause or
         (ii) the Participant voluntarily resigns without Good Reason, all
         Phantom Stock Units in the Participant's Phantom Stock Unit Account as
         of the date of the termination shall immediately be forfeited.

4.3      PAYOUT. As soon as practicable following the date of (i) an employee's
         termination of employment, (ii) the first anniversary of an Initial
         Public Offering, or (iii) the first anniversary of a Change in Control
         ("the Payout Date"), the Company shall pay to the Participant an amount
         equal to the product of (x) the non-forfeitable Phantom Stock Units in
         the Participant's Phantom Stock Unit Account as of the Payout Date
         multiplied by (y) the Fair Market Value of the Common Stock as of the
         Payout Date in a cash lump sum, shares of Common Stock, or a
         combination thereof, at the sole discretion of the Company.

4.4      ELECTION TO EXTEND DEFERRAL OF PAYMENT. Prior to an Initial Public
         Offering or a Change in Control, the Committee may, in its sole
         discretion, allow a Participant to make an election in writing to defer
         the receipt of any payment attributable to Phantom Stock Units to a
         date or dates designated by the Participant.

4.5      AWARD AGREEMENT. Each award of Phantom Stock Units granted under the
         Plan shall be evidenced by an agreement ("Award Agreement") which shall
         be signed by the Committee or its authorized delegate and the
         Participant; provided, however, that in the event of any conflict
         between a provision of the Plan and any provision of an Award
         Agreement, the provision of the Plan shall prevail.

4.6      ADJUSTMENT TO SHARES. If there is any change in the Common Stock of the
         Company, through merger, consolidation, reorganization,
         recapitalization, stock dividend, stock split, reverse stock split,
         split-up, split-off, spin-off, combination of shares, exchange of
         shares, dividend in kind or other like change in capital structure or
         distribution (other than normal cash dividends) to stockholders of the
         Company, an adjustment shall be made to each outstanding award so that
         each such award shall thereafter be with respect to or exercisable for
         such securities, cash and/or other property as would have been received
         in respect of the Common Stock subject to such award had such award
         been paid, distributed or exercised in full immediately prior to such
         change or distribution. Such adjustment shall be made successively each
         time any such change


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         shall occur. In addition, in the event of any such change or
         distribution, in order to prevent dilution or enlargement of
         Participants' rights under the Plan, the Committee shall have the
         authority to adjust, in an equitable manner, the number and kind of
         shares subject to outstanding awards, and the Fair Market Value of the
         Common Stock and other value determinations applicable to outstanding
         awards. Appropriate adjustments may also be made by the Committee in
         the terms of any awards granted under the Plan to reflect such changes
         or distributions and to modify any other terms of outstanding awards on
         an equitable basis. In addition, the Committee is authorized to make
         adjustments to the terms and conditions of, and the criteria included
         in, awards in recognition of unusual or nonrecurring events affecting
         the Company or the financial statements of the Company, or in response
         to changes in applicable laws, regulations, or accounting principles.

5.0      ADMINISTRATION

5.1      RESPONSIBILITY. The Committee shall have the responsibility, in its
         sole discretion, to control, operate, manage and administer the Plan in
         accordance with its terms and shall have all the discretionary
         authority that may be necessary or helpful to enable it to discharge
         its responsibilities with respect to the Plan.

5.2      DELEGATION OF AUTHORITY. The Committee may delegate to one or more of
         its members, or to one or more agents, such administrative duties as it
         may deem advisable; provided, however, that any such delegation shall
         be in writing. In addition, the Committee, or any person to whom it has
         delegated duties under this Section 5.2, may employ one or more persons
         to render advice with respect to any responsibility the Committee or
         such person may have under the Plan. The Committee may employ such
         legal or other counsel, consultants and agents as it may deem desirable
         for the administration of the Plan and may rely upon any opinion or
         computation received from any such counsel, consultant or agent.

5.3      DETERMINATIONS AND INTERPRETATIONS BY THE COMMITTEE. All determinations
         and interpretations made by the Committee in good faith shall be
         binding and conclusive on all Participants and their heirs, successors,
         and legal representatives.

6.0      WITHHOLDING TAXES. The Company may require a Participant to reimburse
         the Company for any taxes required by any governmental regulatory
         authority to be withheld or otherwise deducted and paid by the Company
         or any Subsidiary in respect of the payment of any amounts paid under
         the Plan. In lieu thereof, the Company or Subsidiary shall have the
         right to withhold the amount of such taxes from any other sums due or
         to become due from the Company or the Subsidiary to the Participant
         upon such terms and conditions as the Committee shall prescribe.

7.0      AMENDMENT AND TERMINATION

7.1      TERMINATION AND AMENDMENT OF PLAN. The Board may amend, suspend or
         terminate the Plan at any time with or without prior notice; provided,
         however, that no action authorized by this Section 7.1 shall reduce the
         amount of any outstanding award or change the terms and conditions
         thereof without the Participant's consent.


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7.2      AMENDMENT OR CANCELLATION OF AWARD AGREEMENTS. The Committee may amend
         or modify any Award Agreement at any time by mutual agreement between
         the Committee and the Participant or such other persons as may then
         have an interest therein. In addition, by mutual agreement between the
         Committee and a Participant or such other persons as may then have an
         interest therein, awards may be granted to an employee in substitution
         and exchange for, and in cancellation of, any awards previously granted
         to such employee under the Plan, or any award previously granted to
         such employee, under any other present or future plan of the Company or
         any present or future plan of an entity which (i) is purchased by the
         Company, (ii) purchases the Company, or (iii) merges into or with the
         Company.

8.0      MISCELLANEOUS

8.1      OTHER PROVISIONS. Awards granted under the Plan may also be subject to
         such other provisions (whether or not applicable to the award granted
         to any other Participant) as the Committee determines on the date of
         grant to be appropriate.

8.2      TRANSFERABILITY. Each award granted under the Plan to a Participant and
         any interest therein shall not be transferable otherwise than by will
         or the laws of descent and distribution, Any purported transfer of an
         award or any interest therein to a creditor of a Participant shall be
         void, and the award may be forfeited at the discretion of the
         Committee.

8.3      NO RIGHT, TIDE, OR INTEREST IN COMPANY ASSETS. Participants shall have
         no right, title, or interest whatsoever in or to any investments which
         the Company may make to aid it in meeting its obligations under the
         Plan. Nothing contained in the Plan, and no action taken pursuant to
         its provisions, shall create a trust of any kind, or a fiduciary
         relationship between the Company and any Participant, beneficiary,
         legal representative or any other person. To the extent that any person
         acquires a right to receive payments from the Company under the Plan,
         such right shall be no greater than the right of an unsecured general
         creditor of the Company. All payments to be made hereunder shall be
         paid from the general funds of the Company. The Plan is not intended to
         be subject to the Employee Retirement Income Security Act of 1974, as
         amended.

8.4      NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE OR TO GRANTS. The
         Participant's rights, if any, to continue to serve the Company as an
         employee shall not be enlarged or otherwise affected by his or her
         designation as a Participant under the Plan, and the Company or the
         applicable Subsidiary reserves the right to terminate the employment of
         any employee at any time.

8.5      GOVERNING LAW. The Plan, all awards granted hereunder, and all actions
         taken in connection herewith shall be governed by and construed in
         accordance with the laws of the State of Delaware without reference to
         principles of conflict of laws, except as superseded by applicable
         federal law.

8.6      OTHER BENEFITS. No award granted under the Plan shall be considered
         compensation for purposes of computing benefits under any retirement
         plan of the Company or any Subsidiary nor affect any benefits or
         compensation under any other benefit or compensation plan of the
         Company or any Subsidiary now or subsequently in effect.


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