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                       BENEDEK COMMUNICATIONS CORPORATION

                             1999 STOCK OPTION PLAN




                                    ARTICLE I

                               Purpose of the Plan

     The 1999 Stock Option Plan (the "Plan) is intended to provide a method
whereby "Employees," "Directors" and "Consultants and Advisers" of Benedek
Communications Corporation (the "Company") and its "Subsidiaries" (as such
quoted terms are hereinafter defined) may be encouraged to acquire a proprietary
interest in the Company and whereby such individuals may realize benefits from
an increase in the value of the shares of Class B Common Stock, $0.01 par value
per share (the "Common Stock"), of the Company; and to provide such Employees,
Directors and Consultants and Advisers with greater incentive to exert their
best efforts on behalf of the Company and to encourage their continued provision
of services to the Company by more closely aligning their interests with those
of the Company's stockholders. Under the Plan, from time to time on or before
December 31, 2008 options to purchase shares of Common Stock may be granted to
such persons as may be selected in the manner hereinafter provided on the terms
and subject to the conditions hereinafter set forth. Capitalized terms are
defined in Article XV hereof.

                                   ARTICLE II

                           ADMINISTRATION OF THE PLAN

     SECTION 1. The Plan shall be administered by the Company's Board of
Directors (the "Board"). The Board is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for carrying out the Plan as
it may deem best. All determinations by the Board shall be made by the
affirmative vote of a majority of its members, but any determination reduced to
writing and signed by a majority of its members shall be fully enforceable and
effective as if it had been made by a majority vote at a meeting duly called and
held. Subject to any applicable provisions of the Plan, all determinations by
the Board pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board, shall be final, conclusive and binding on all Persons,
including the Company and its stockholders, employees, directors and optionees.

     SECTION 2. At any time that Section 16 of the 1934 Act is applicable to any
persons holding or eligible to receive options under the Plan, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Plan or action by the Board fails to so comply, it shall be deemed null and void
to the extent permitted by law and deemed advisable by the Board.








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                                   ARTICLE III

                            STOCK SUBJECT TO THE PLAN

     SECTION 1. The shares to be issued or delivered upon exercise of options or
rights granted under the Plan shall be made available, at the discretion of the
Board, either from the authorized but unissued shares of Common Stock of the
Company or from shares of Common Stock reacquired by the Company, including
shares purchased by the Company in the open market or otherwise obtained.

     SECTION 2. Subject to the provisions of Article X hereof, the aggregate
number of shares of Common Stock which may be purchased pursuant to options
granted at any time under the Plan shall not exceed 240,000. The maximum number
of shares with respect to which options may be granted under the Plan in any
calendar year to any one employee shall be 100,000 as such number may be
adjusted by the Board in accordance with Article X hereof. The Board shall
calculate such limit in a manner consistent with Section 162(m) of the Code.
Shares subject to any options which are canceled, lapse or are otherwise
terminated shall be immediately available for reissuance under the Plan.

                                   ARTICLE IV

                        PURCHASE PRICE OF OPTIONED SHARES

     In the case of Incentive Stock Options, or unless the Board shall fix a
greater or lesser purchase price, the purchase price per share of Common Stock
under each option granted to Employees, Directors, Consultants and Advisers
shall not be less than one hundred percent (100%) of the Fair Market Value (as
hereinafter defined) of the Common Stock at the time such option is granted;
provided, however, that in the case of an Incentive Stock Option granted to an
Employee who, at the time of the grant, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company (a "Ten Percent Stockholder"), such purchase price per share shall be at
least one hundred and ten percent (110%) of the Fair Market Value.

                                    ARTICLE V

                            ELIGIBILITY OF RECIPIENTS

     Options will be granted only to Persons who are Employees, Directors,
Consultants or Advisers of the Company or a Subsidiary.

                                   ARTICLE VI

                              DURATION OF THE PLAN

     Unless previously terminated by the Board, the Plan will terminate on
December 31, 2008. Such termination will not terminate any option then
outstanding.


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                                   ARTICLE VII

                         GRANT OF OPTIONS TO EMPLOYEES,
                       DIRECTORS, CONSULTANTS AND ADVISERS

     SECTION 1. Each option granted under the Plan to Employees shall constitute
either an Incentive Stock Option or a Non-Qualified Stock Option, as determined
in each case by the Board and each option granted under the Plan to Directors,
Consultants and Advisers shall constitute a Non-Qualified Stock Option. With
respect to Incentive Stock Options granted to Employees, to the extent that the
aggregate Fair Market Value (determined at the time an option is granted) of
Common Stock of the Company with respect to which such Incentive Stock Options
are exercisable for the first time by any individual during any calendar year
(under the Plan and any other stock option plan of the Company) exceeds
$100,000, such Incentive Stock Options shall be treated as Non-Qualified Stock
Options to the extent of such excess. The foregoing rule shall be applied by
taking Incentive Stock Options into account in the order in which they were
granted. In the event outstanding Incentive Stock Options become immediately
exercisable under the terms hereof, such Incentive Stock Options will, to the
extent the aggregate Fair Market Value thereof exceeds $100,000, be treated as
Non-Qualified Stock Options.

     SECTION 2. The Board shall from time to time determine the Employees,
Directors, Consultants and Advisers to be granted options, it being understood
that options may be granted at different times to the same person, provided,
however, that no one person may receive an option or options under the Plan
covering more than fifty percent (50%) of the total number of shares subject to
the Plan. In addition, the Board shall determine subject to the terms of the
Plan (a) the number of shares subject to each option, (b) the time or times when
the options will be granted, (c) whether such options shall be Incentive Stock
Options, Non-Qualified Stock Options or both, (d) the purchase price of the
shares subject to each option, which price shall be not less than that specified
in Article hereof, (e) the time or times when each option may be exercised and
(f) any other matters which the Board shall deem appropriate.

     SECTION 3. All instruments evidencing options granted to Employees,
Directors, Consultants and Advisers under the Plan shall be in such form as the
Board shall from time to time determine, which form shall be consistent with the
Plan and any applicable determinations, orders, resolutions or other actions
of the Board.

                                  ARTICLE VIII

                           TRANSFERABILITY OF OPTIONS

     No Incentive Stock Option granted under the Plan shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution,
and any such Incentive Stock Option shall be exercised during the lifetime of
the optionee solely by him or her. Any Non-Qualified Stock Option granted under
the Plan may be transferable by the optionee to the extent specifically
permitted by the Board as specified in the instrument evidencing the option as
the same may be amended from time to time. Except to the extent permitted by
such instrument, no Non-Qualified Stock Option shall be transferable except by
will or by the laws of descent and distribution.


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                                   ARTICLE IX

                               EXERCISE OF OPTIONS

     SECTION 1. Each option granted under the Plan shall terminate on the date
specified by the Board which date shall be not later than the expiration of ten
years from the date on which it was granted; provided, however, that in the case
of an Incentive Stock Option granted to an Employee who, at the time of the
grant is a Ten Percent Stockholder, such period shall not exceed five (5) years
from the date of grant.

     SECTION 2. A person electing to exercise an option then exercisable shall
give written notice to the Company of such election and, if electing to exercise
an option, of the number of shares of Common Stock such person has elected to
purchase. A person exercising an option shall at the time of purchase tender the
full purchase price of such shares, which tender, except as provided in Section
3 of this Article , shall be made in cash or cash equivalent (which may be such
person's personal check) or, to the extent permitted by applicable law, in
shares of Common Stock already owned by such person (which shares shall be
valued for such purpose on the basis of their Fair Market Value on the date of
exercise), or in any combination thereof; provided, however, that payment in
shares of common stock already owned shall not be permitted unless the chief
financial officer of the Company determines that such payment will not require
the Company to recognize a compensation expense under applicable accounting
rules. In the event of payment in shares of Common Stock already owned, such
shares shall be appropriately endorsed for transfer to the Company. The Company
shall have no obligation to deliver shares of Common Stock pursuant to the
exercise of any option, in whole or in part, until such payment in full of the
purchase price therefor is received by the Company. No optionee, or legal
representative, legatee, distributee or transferee of such optionee, shall be or
be deemed to be a holder of any shares of Common Stock subject to such option or
entitled to any rights of a stockholder of the Company in respect of any shares
of Common Stock covered by such option until such shares have been paid for in
full and issued or delivered by the Company.

     SECTION 3. In order to assist an optionee in the exercise of an option
granted under the Plan, the Board may, in its discretion, authorize, either at
the time of the grant of the option or thereafter (a) the extension of a loan to
the optionee by the Company, (b) the payment by the optionee of the purchase
price of the Common Stock in installments, (c) the guarantee by the Company of
a loan obtained by the optionee from a third party or (d) make such other
reasonable arrangements to facilitate the exercise of options in accordance with
applicable law. The Board shall authorize the terms of any such loan,
installment payment arrangement or guarantee, including the interest rate
(which, in the case of incentive stock options, shall be not less than the
higher of (i) the "prime rate" as from time to time in effect at a commercial
bank of recognized standing, and (ii) the rate of interest from time to time
imputed under Section 483 of the Code) and terms of repayment thereof, and shall
cause the instrument evidencing any such option to be amended, if required, to
provide for any such extension of credit. Loans, installment payment
arrangements and guarantees may be authorized without security, and the maximum
amount of any such loan or guarantee shall be the purchase price of the Common
Stock being acquired, plus related interest payments.

     SECTION 4. The Board may permit a person electing to exercise an option to
elect to tender the exercise price of such shares by irrevocably authorizing a
third party to sell shares of Common Stock (or of sufficient portion of the
shares) acquired upon the exercise of such option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire exercise price and any
tax withholding results resulting from such exercise.



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     SECTION 5. Each option shall be subject to the requirement that if at any
time the Board shall in its discretion determine that the listing, registration
or qualification of the shares of Common Stock subject to such option upon any
securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issuance
or purchase of shares thereunder, such option may not be exercised in whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free from any conditions not reasonably
acceptable to the Board. Unless at the time of exercise of an option and the
issuance of Common Stock so purchased, there shall be in effect as to such
Common Stock a registration statement under the Act, the holder of such option
shall deliver a certification (a) acknowledging that such shares of Common Stock
may be "restricted securities" as defined in Rule 144 promulgated under the Act;
and (b) containing such optionee's agreement that such Common Stock may not be
sold or otherwise disposed of except in compliance with applicable provisions of
the Act. In the event that the Common Stock is then listed on a national
securities exchange, the Company shall use its best efforts to cause the listing
of the shares of Common Stock subject to options upon such exchange.

     SECTION 6. The Company may establish appropriate procedures to provide for
payment or withholding of such income or other taxes as may be required by law
to be paid or withheld in connection with the exercise of options or any other
matters under the Plan and to ensure that the Company receives prompt advice
concerning the occurrence of any event which may create, or affect the timing or
amount of, any obligation to pay or withhold any such taxes or which may make
available to the Company any tax deduction resulting from the occurrence of such
event.

                                    ARTICLE X

                                   ADJUSTMENTS

     SECTION 1. New option rights may be substituted for the options granted
under the Plan, or the Company's duties as to options outstanding under the Plan
may be assumed by a corporation other than the Company, or by a parent or
subsidiary of the Company or such corporation, in connection with any merger,
consolidation, acquisition, separation, reorganization, liquidation or other
similar corporate transaction in which the Company is involved. Notwithstanding
the foregoing or the provisions of this Article X, in the event such
corporation, or parent or subsidiary of the Company or such corporation, does
not substitute new option rights for, and substantially equivalent to, the
options granted hereunder, or assume the options granted hereunder, the options
granted hereunder shall terminate and thereupon become null and void (i) upon
dissolution or liquidation of the Company, or similar occurrence, (ii) upon any
merger, consolidation, acquisition, separation, reorganization, or similar
occurrence, where the Company will not be a surviving entity or (iii) upon a
transfer of substantially all of the assets of the Company or more than 80% of
the outstanding Common Stock in a single transaction; provided, however, that
each optionee shall have the right immediately prior to or concurrently with
such dissolution, liquidation, merger, consolidation, acquisition, separation,
reorganization or other similar corporate transaction, to exercise any unexpired
option granted hereunder whether or not then exercisable.

     SECTION 2. In the event that the Board determines that any dividend or
other distribution (whether in the form of cash, shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of shares or other securities of the Company, issuance
of warrants or other rights to purchase shares or other securities of the
Company, or other corporate transaction or event affects the shares such that an
adjustment is determined by the Board to be appropriate in order to prevent
dilution or enlargement of the benefits or



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potential benefits intended to be made available under the Plan, then, the Board
shall, in such manner as it may deem equitable, adjust any or all of (i) the
number of shares of Common Stock or other securities of the Company (or number
and kind of other securities or property) with respect to which options may be
granted and any limitations set forth in the Plan, (ii) the number of shares of
Common Stock or other securities of the Company (or number and kind of other
securities or property) subject to outstanding options and (iii) the grant or
exercise or target price with respect to any option or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding option
including, if necessary, the termination of such an option; provided, in each
case, that with respect to Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422 of the Code. Without limiting the generality of the foregoing, any
such adjustment shall be deemed to have prevented any dilution and enlargement
of an optionee's rights if such optionee receives in any such adjustment rights
which are substantially similar (after taking into account the fact that the
optionee has not paid the applicable exercise price) to the rights the
optionee would have received had he exercised his outstanding options and become
a stockholder of the Company immediately prior to the event giving rise to such
adjustment.

     SECTION 3. Adjustments and elections under this Article X shall be made by
the Board whose determination as to what adjustments, if any, shall be made and
the extent thereof shall be final, binding and conclusive. Adjustments required
under this Article X shall also be deemed to increase by a like number the
aggregate number of shares authorized for purchase pursuant to options granted
under the Plan as set forth in Section 2 of Article III hereof.

                                   ARTICLE XI

                          PRIVILEGES OF STOCK OWNERSHIP

     No optionee shall be entitled to the privileges of stock ownership as to
any shares of Common Stock not actually issued and delivered to him or her.

                                   ARTICLE XII

                      TERMINATION OF SERVICE OR EMPLOYMENT

     SECTION 1. In the event that an optionee shall cease his or her
relationship with the Company or a Subsidiary by voluntarily terminating such
relationship without the written consent of the Company or a Subsidiary, or if
the Company or a Subsidiary shall terminate for cause such relationship, unless
otherwise provided in the instrument evidencing such option, the option held by
such optionee shall terminate forthwith.

     SECTION 2. If the holder of an option shall voluntarily terminate his or
her relationship with the Company or a Subsidiary with the written consent of
the Company, which written consent expressly sets forth a statement to the
effect that options which are exercisable on the date of such termination shall
remain exercisable, or if the optionee's relationship with the Company or a
Subsidiary shall have terminated by the Company or a Subsidiary for reasons
other than cause, unless otherwise provided in the instrument evidencing such
option, such optionee may exercise his or her option to the extent exercisable
at the time of such termination, at any time prior to the expiration of three
months after such termination or the date of expiration of the option as fixed
at the time of grant, whichever shall first occur. Options granted under the




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Plan to Employees shall not be affected by any change in the position of
employment so long as the holder thereof continues to be an Employee or a
Director.

     SECTION 3. Should an optionee die during the existence of the optionee's
relationship with the Company or after the cessation of the optionee's
relationship with the Company, unless otherwise provided in the instrument
evidencing such option, all of the optionee's options shall be terminated,
except that any option, to the extent exercisable by the optionee at the time of
such death, may be exercised within one year after the date of such death but
not later than the expiration of the option solely in accordance with all of the
terms and conditions of the Plan by the optionee's personal representatives or
by the person or persons to whom the optionee's rights under the option shall
pass by will or by the applicable laws of descent and distribution.

                                  ARTICLE XIII

                               AMENDMENTS TO PLAN

     The Board may at any time terminate or from time to time amend, modify or
suspend the Plan; provided, however, that no such amendment or modification
without the approval of the stockholders of the Company shall:

          (i)       materially increase the benefits accruing to participants
                    under the Plan;

          (ii)      materially increase the maximum number (determined as
                    provided in the Plan) of shares of Common Stock which may be
                    purchased pursuant to options granted under the Plan; or

          (iii)     materially modify the requirements as to eligibility for
                    participation in the Plan.

The amendment or termination of the Plan shall not, without the written consent
of an optionee, adversely affect any rights or obligations under any option
theretofore granted to such optionee under the Plan.

                                   ARTICLE XIV

                             EFFECTIVE DATE OF PLAN

     The Plan shall become effective on January 1, 1999, subject to the
ratification of the Plan by the stockholders of the Company.

                                   ARTICLE XV

                                   DEFINITIONS

     For the purposes of this Plan, the following terms shall have the meanings
indicated:

     Act: The Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     Code: The Internal Revenue Code of 1986, as amended and the regulations
promulgated thereunder.


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     Common Stock: Such term is defined in Article I hereof.

     Consultants and Advisers: Such term includes any third party retained or
engaged by the Company or any Subsidiary to provide services to the Company or
such Subsidiary, including any employee of such third party providing such
services.

     Director: Such term includes any director of the Company.

     Employee: Such term includes any officer as well as any full-time salaried
executive, managerial, professional, administrative or other employee of the
Company or a Subsidiary. Such term also includes an employee on approved leave
of absence provided such employee's right to continue employment with the
Company or a Subsidiary upon expiration of such employee's leave of absence is
guaranteed either by statute or by contract with or by a policy of the Company
or a Subsidiary and any consultant, independent contractor, professional advisor
or other person who is paid by the Company or a Subsidiary for rendering
services or furnishing materials or goods to the Company or a Subsidiary.

     Fair Market Value: The fair market value as of any date shall be determined
by the Board after giving consideration to the price of the Common Stock in the
public market and shall be determined otherwise in a manner consistent with the
provisions of the Code.

     Incentive Stock Option: An option intended to qualify under Section 422 of
the Code.

     1934 Act: The Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

     Non-Employee Director: Any director of the Company who is a Non-Employee
Director as that term is defined in Rule 16b-3 promulgated under the 1934 Act
and who also qualifies as an outside director within the meaning of Section
162(m) and the related regulations under the Code, except as otherwise
determined by the Board.

     Non-Qualified Stock Option: An option which does not qualify under Section
422 of the Code.

     Person: Such term shall have the meaning ascribed to it under the 1934 Act.

     Plan: Such term is defined in Article I hereof and includes all amendments
hereof.

     Subsidiary: A "Subsidiary Corporation" of the Company as defined in Section
424 of the Code.

     Ten Percent Stockholder: Such term is defined in Article IV hereof.


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