AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2003
                                              REGISTRATION NO.  333-___________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      CITADEL BROADCASTING CORPORATION
           (Exact name of registrant as specified in its charter)

             DELAWARE                                      51-0405729
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                        CITY CENTER WEST, SUITE 400
                         7201 WEST LAKE MEAD BLVD.
                          LAS VEGAS, NEVADA 89128
            (Address of Principal Executive Offices) (Zip Code)

       CITADEL BROADCASTING CORPORATION 2002 LONG-TERM INCENTIVE PLAN
                         (Full title of the plans)

                              RANDY L. TAYLOR
                    VICE PRESIDENT-FINANCE AND SECRETARY
                        CITY CENTER WEST, SUITE 400
                         7201 WEST LAKE MEAD BLVD.
                          LAS VEGAS, NEVADA 89128
                               (702) 804-5200
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================= ============ =============== ============= ==========
                                                              PROPOSED        PROPOSED   AMOUNT
            TITLE OF SECURITIES                AMOUNT TO      MAXIMUM         MAXIMUM       OF
              TO BE REGISTERED                    BE          OFFERING       AGGREGATE   REGISTRATION
                                              REGISTERED     PRICE PER        OFFERING      FEE
                                                  (1)        SHARE (2)       PRICE (2)
--------------------------------------------- ------------ --------------- ------------- ----------
<S>                                           <C>             <C>         <C>            <C>
Common Stock, par value $0.01 per share        3,138,750
("Common Stock") (3)                            shares         $18.83      $59,086,969   $4,780.14

Common Stock (3)                               1,770,250
                                                shares         $16.00      $28,324,000   $2,291.41

Common Stock (3)                                91,000
                                                shares         $20.20       $1,838,200     $148.71
--------------------------------------------- ------------ --------------- ------------- ----------
TOTAL                                          5,000,000
                                                shares           --        $89,249,169   $7,220.26
--------------------------------------------- ------------ --------------- ------------- ----------
<FN>

(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act, and based upon the
     exercise price of options granted under the 2002 Long-Term Incentive
     Plan.

(3)  Represents Common Stock which may be issued upon the exercise of
     options granted under the 2002 Long-Term Incentive Plan.

</FN>
</TABLE>

<PAGE>


                              EXPLANATORY NOTE

     This Registration Statement relates to 5,000,000 shares of common
stock of Citadel Broadcasting Corporation, par value $0.01 per share (the
"Common Stock"), which may be issued upon the exercise of stock options
granted under our 2002 Long-Term Incentive Plan (the "Plan").

                                   PART I

     The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). These documents are not required to be filed with the SEC. They
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) of the prospectus. In
addition, you may receive a copy of the Plan without charge, by contacting
Randy L. Taylor, our Vice President-Finance and Secretary, at the following
phone number: (702) 804-5200.

     References to "we," "us" and "our" refer to Citadel Broadcasting
Corporation, a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room or
access our SEC filings on the SEC's web site at http://www.sec.gov.
Reports, proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and information that we file
subsequently with the SEC will automatically update this Registration
Statement. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  Our Registration Statement on Form 8-A (Reg. No. 001-31740),
          filed with the SEC on July 22, 2003, in which there are described
          the terms, rights and provisions applicable to our outstanding
          Common Stock;

     (b)  Our prospectus filed with the SEC on August 1, 2003 pursuant to
          Rule 424(b) of the Securities Act in connection with our
          Registration Statement on Form S-1 (File No. 333-89844),
          originally filed by us under the Securities Act on June 5, 2002,
          as amended, which prospectus includes our audited financial
          statements for the fiscal year ended December 31, 2002 and which
          describes the terms of the Common Stock;

     (c)  Exhibit 20.1 to our Form 8-K furnished to the SEC on August 11,
          2003; and

     (d)  Our Quarterly Report on Form 10-Q for the quarterly period ended
          June 30, 2003, filed with the SEC on September 15, 2003.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver
& Jacobson (a partnership including professional corporations).

     Item 6. Indemnification of Directors and Officers

     Our Restated Certificate of Incorporation and Amended and Restated
By-Laws provide that our directors and officers shall be indemnified by us
to the fullest extent authorized by Delaware law, as it now exists or may
in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on our behalf, except with
respect to any matter with respect to which such director or officer has
been adjudicated not to have acted in good faith or in the reasonable
belief that his action was in our best interests.

     We have entered into agreements to indemnify our directors and certain
executive officers in addition to the indemnification provided for in the
Restated Certificate of Incorporation and Amended and Restated By-Laws.
These agreements, among other things, indemnify our directors and officers
to the fullest extent permitted by Delaware law for certain expenses
(including attorneys' fees), liabilities, judgments, fines and settlement
amounts incurred by any such person arising out of or in connection with
such person's service as a director or officer of us or any of our
affiliates.

     We maintain policies of insurance under which our directors and
officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having
been such directors or officers.

     The Plan provides that the members of the committee administering the
Plan shall be indemnified by us to the fullest extent permitted by Delaware
law.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Restated Certificate of Incorporation of Citadel Broadcasting
               Corporation, filed as Exhibit 3.1 to our Form 10-Q for the
               quarterly period ended June 30, 2003, filed with the SEC on
               September 15, 2003 (the "Form 10-Q") and incorporated herein by
               reference.

4.2            Amended and Restated By-Laws of Citadel Broadcasting
               Corporation, filed as Exhibit 3.2 to the Form 10-Q and
               incorporated herein by reference.

4.3            Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan,
               filed as Exhibit 10.1 to Registration Statement on Form S-1
               (Reg. No. 333-89844), as amended (the "Form S-1") and
               incorporated herein by reference.

4.4*           Stock Option Agreement reference number 001 for use under the
               Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan.

5*             Opinion of Fried, Frank, Harris, Shriver & Jacobson.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson (included
               in Exhibit 5).

23.2*          Consent of KPMG LLP.

23.3*          Consent of Deloitte & Touche LLP.

24*            Power of Attorney (included on the signature pages).

----------------------
*       Filed herewith.

     Item 9. Undertakings

     (a) We hereby undertake:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

              (i)    To include any prospectus required by Section 10(a)(3)
                     of the Securities Act;

              (ii)   To  reflect  in the  prospectus  any  facts or  events
                     arising after the effective  date of the  Registration
                     Statement (or the most recent post-effective amendment
                     thereof)  which,  individually  or in  the  aggregate,
                     represent a fundamental  change in the information set
                     forth in the Registration Statement; and

              (iii)  To include any  material  information  with respect to
                     the plan of distribution  not previously  disclosed in
                     this Registration  Statement or any material change to
                     such information in this Registration Statement;

          provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained  in periodic  reports  filed by us under  Section 13 or
          Section  15(d)  of the  Exchange  Act that  are  incorporated  by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective  amendment shall be
               deemed to be a new  registration  statement  relating to the
               securities  offered  therein,   and  the  offering  of  such
               securities  at that time  shall be deemed to be the  initial
               bona fide offering thereof.

          (3)  To remove  from  registration  by means of a  post-effective
               amendment  any  of the  securities  being  registered  which
               remain unsold at the termination of the offering.

     (b) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the  Exchange  Act)  that is  incorporated  by  reference  in this
Registration  Statement shall be deemed to be a new registration  statement
relating  to those  securities  and the  offering  will be deemed to be the
initial bona fide offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  indemnification  is  against  public  policy  as
expressed in the Securities Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
our payment of expenses incurred or paid by one of our directors,  officers
or  controlling  persons in the successful  defense of any action,  suit or
proceeding)  is asserted by a director,  officer or  controlling  person in
connection with the securities  being  registered,  we will,  unless in the
opinion  of  our  counsel  the  matter  has  been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question of
whether  indemnification  is  against  public  policy as  expressed  in the
Securities  Act and will be  governed  by the  final  adjudication  of such
issue.



<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of New York, State of New York, on October 17, 2003.

                                            CITADEL BROADCASTING CORPORATION



                                            /s/ Farid Suleman
                                            ------------------------
                                            By:  Farid Suleman
                                            Title: Chief Executive Officer
                                                   and Chairman



<PAGE>


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Farid Suleman as his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he or she might or could do in person, and
hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

               Signature                               Title                        Date
---------------------------------------  ---------------------------------   -----------------
<S>                                      <C>                                 <C>
/s/ Farid Suleman                        Chief Executive Officer and         October 17, 2003
-----------------------------            Chairman
Farid Suleman

/s/ Randy L. Taylor                      Vice President--Finance and         October 17, 2003
-----------------------------            Secretary (Principal Financial
Randy L. Taylor                          and Accounting Officer)

/s/ David W. Checketts                                                       October 17, 2003
-----------------------------            Director
David W. Checketts

/s/ Theodore J. Forstmann                Director                            October 17, 2003
-----------------------------
Theodore J. Forstmann

/s/ J. Anthony Forstmann                 Director                            October 1, 2003
-----------------------------
J. Anthony Forstmann

/s/ Gordon A. Holmes                     Director                            October 3, 2003
-----------------------------
Gordon A. Holmes

/s/ Sandra J. Horbach                    Director                            October 17, 2003
-----------------------------
Sandra J. Horbach

/s/ Michael A. Miles                     Director                            October 17, 2003
-----------------------------
Michael A. Miles
                                         Director
-----------------------------
Charles P. Rose, Jr.

/s/ Herbert J. Siegel                    Director                            October 17, 2003
-----------------------------
Herbert J. Siegel

</TABLE>


<PAGE>


                                      Index to Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Restated Certificate of Incorporation of Citadel Broadcasting
               Corporation, filed as Exhibit 3.1 to our Form 10-Q for the
               quarterly period ended June 30, 2003, filed with the SEC on
               September 15, 2003 (the "Form 10-Q") and incorporated herein by
               reference.
4.2            Amended and Restated By-Laws of Citadel Broadcasting
               Corporation, filed as Exhibit 3.2 to the Form 10-Q and
               incorporated herein by reference.
4.3            Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan,
               filed as Exhibit 10.1 to Registration Statement on Form S-1
               (Reg. No. 333-89844), as amended (the "Form S-1") and
               incorporated herein by reference.
4.4*           Stock Option Agreement reference number 001 for use under the
               Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan.
5*             Opinion of Fried, Frank, Harris, Shriver & Jacobson.
23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson (included
               in Exhibit 5).
23.2*          Consent of KPMG LLP.
23.3*          Consent of Deloitte & Touche LLP.
24*            Power of Attorney (included on the signature pages).

----------------------
*       Filed herewith.



<PAGE>


                                                                Exhibit 4.4

                      CITADEL BROADCASTING CORPORATION
                       2002 LONG-TERM INCENTIVE PLAN
                           STOCK OPTION AGREEMENT
                           REFERENCE NUMBER: 001



1. GRANT OF OPTION.

     1.1 OPTION. On the terms and conditions set forth in this Stock Option
Agreement and each Notice of Stock Option Grant (the "Notice") referencing
this Agreement, Citadel Broadcasting Corporation ("Corporation") grants to
the Optionee on the Date of Grant an option to purchase at the Option Price
a number of Shares, all as set forth in the Notice. Each such Notice,
together with this referenced Agreement, shall be a separate option
governed by the terms of this Agreement. This option is intended to be an
ISO or a Nonstatutory Option, as provided in the Notice.

     1.2 PLAN. This option is granted under and subject to the terms of the
Citadel Broadcasting Corporation 2002 Long Term Incentive Plan ("Plan"),
which is incorporated herein by this reference. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such term in
the Plan.

2. NO TRANSFER OR ASSIGNMENT OF OPTION.

     Except as otherwise provided in this Agreement or permitted by the
Committee, this option and the rights and privileges conferred hereby shall
not be sold, pledged or otherwise transferred (whether by operation of law
or otherwise) and shall not be subject to sale under execution, attachment,
levy or similar process.

3. DEFINITIONS.

     3.1 "AFFILIATE" shall mean, with respect to any Person, any other
Person which, directly or indirectly, is in control of, or is controlled
by, or is under common control with, such Person.

     3.2 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation, as constituted from time to time or, if a Committee has been
appointed, such Committee.

     3.3 "CAUSE" shall mean (i) the occurrence of any of the events set
forth in Section 11.1(i), (ii) or (iii), or (ii) the Optionee's having (A)
grossly neglected his or her assigned duties or (B) engaged in willful
misconduct resulting in, or reasonably likely to result in, material and
demonstrable damage to the Company, unless the Optionee is subject to the
terms of an employment agreement which includes a definition of "cause", in
which case such definition shall apply for purposes of the Plan.

     3.4 "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     3.5 "COMMITTEE" shall mean a committee of the Board of Directors, as
described in Section 1.2 of the Plan.

     3.6 "COMPANY" shall mean Citadel Broadcasting Corporation, a Delaware
corporation, and its subsidiaries, including any successor thereto by
merger, consolidation, acquisition of substantially all the assets thereof,
or otherwise.

     3.7 "CONSULTANT" shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Directors.

     3.8 "DATE OF GRANT" shall mean the date specified in the Notice, which
date shall be the later of (i) the date on which the Board of Directors
resolved to grant this option or (ii) the first day of the Optionee's
Service.

     3.9 "DIRECTOR" shall mean a member of the Board of Directors who is
not an Employee.

     3.10 "DISABILITY" shall mean that the Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment as determined by the Board of Directors in
its sole discretion.

     3.11 "EMPLOYEE" shall mean any individual who is a common-law employee
of the Company, a Parent or a Subsidiary.

     3.12 "FAIR MARKET VALUE" shall mean the fair market value of a Share,
as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.

     3.13 "FL & CO. COMPANIES" shall mean the collective reference to
Forstmann Little & Co. Equity Partnership-VI, L.P.. Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-VII, L.P.,
Forstmann Little & Co. Equity Partnership-VII, L.P., and Forstmann Little &
Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P.,
each a Delaware limited partnership.

     3.14 "ISO" shall mean an incentive stock option described in Section
422(b) of the Code.

     3.15 "LEGAL REPRESENTATIVE" shall mean the guardian, executor,
administrator or other legal representative of the Optionee. All references
herein to the Optionee shall be deemed to include references to the
Optionee's Legal Representative, if any, unless the context otherwise
requires.

     3.16 "NONSTATUTORY OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

     3.17 "OPTIONEE" shall mean the person named in the Notice.

     3.18 "OPTION PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in the Notice.

     3.19 "PARENT" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, if each
of the corporations other than the Corporation owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Parent on a date after the execution of this
Agreement shall be considered a Parent commencing as of such date.

     3.20 "PARTIAL SALE" shall mean any sale by the FL & Co. Companies of
all or a portion of their Shares to a Third Party, including through any
Public Offering, which sale is not a Total Sale.

     3.21 "PERMITTED TRANSFERS" shall have the meaning described in Section
12.1 of this Agreement.

     3.22 "PERSON" shall mean means an individual, a corporation, a
partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or
instrumentality thereof.

     3.23 "PLAN" shall mean the Citadel Broadcasting Corporation 2002
Long-Term Incentive Plan, as it may be amended or restated from time to
time.

     3.24 "PUBLIC OFFERING" shall mean a public offering of Shares
registered under the Securities Act.

     3.25 "PURCHASE PRICE" shall mean the Option Price multiplied by the
number of Shares with respect to which this option is being exercised.

     3.26 "RESTRICTED SHARE" shall mean a Share that is subject to a Right
of Repurchase.

     3.27 "RIGHT OF FIRST OFFER" shall mean the Company's right of first
offer described in Section 8.

     3.28 "RIGHT OF REPURCHASE" shall mean the Company's right of
repurchase described in Section 7.

     3.29 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

     3.30 "SERVICE" shall mean service as an Employee, Director or
Consultant.

     3.31 "SHARE" shall mean one share of Class A Common Stock, par value
$0.01 per share, of the Corporation. There shall be included within the
term Share any Common Stock now or hereafter authorized to be issued, and
any and all securities of any kind whatsoever of the Corporation which may
be issued after the date hereof in respect of, or in exchange for, shares
of Class A Common Stock.

     3.32 "STOCKHOLDER'S AGREEMENT" shall mean the Stockholder's Agreement
governing the rights, duties and obligations of present or former employees
of the Company with respect to Shares granted or sold to such Persons, or
issued pursuant to options granted or sold to such Persons, in such form as
is in use by the Corporation at the time of exercise of the option or any
part thereof or such other form which the Corporation elects to require the
Optionee to execute in connection with the Optionee's exercise of the
option. All references in any stock option agreement to sections of a
Stockholder's Agreement shall be to sections of the Stockholder's Agreement
in use by the Corporation on the effective date of the Plan or to the
corresponding sections of any Stockholder's Agreement in use by the Company
at the time of exercise of any option or which the Corporation elects to
require the Optionee to execute in connection with the Optionee's exercise
of the option.

     3.33 "SUBSIDIARY" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, if each of the corporations other than the last corporation in
the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the execution of this Agreement shall be
considered a Subsidiary commencing as of such date.

     3.34 "THIRD PARTY" shall mean any Person other than any of the FL &
Co. Companies or an Affiliate thereof or a partner of any of the FL & Co.
Companies or an Affiliate of such partner.

     3.35 "TOTAL SALE" shall mean any of the following events: (i) the
merger or consolidation of the Corporation with or into another corporation
(other than a merger or consolidation in which the Company is the surviving
corporation and which does not result in any capital reorganization or
reclassification or other change of the then outstanding Shares), or (ii)
the liquidation of the Corporation, or (iii) the sale to a Third Party of
all or substantially all of the assets of the Company pursuant to a plan of
liquidation or otherwise, or (iv) the sale to a Third Party of Shares
(other than through a Public Offering); in each case, provided that, as a
result thereof, the FL & Co. Companies, the direct and indirect partners of
any of the FL & Co. Companies and any Affiliates of any of the foregoing
cease to own, directly or indirectly, any shares of the voting stock of the
Corporation

     3.36 "TRANSFEREE" shall mean any person to whom the Optionee has
directly or indirectly transferred any Share acquired under this Agreement.

4. RIGHT TO EXERCISE.

     4.1 EXERCISABILITY. Subject to the conditions set forth in this
Agreement, all or part of this option may be exercised prior to its
expiration at the time or times set forth in the Notice or this Agreement.
To the extent the Notice permits, the Optionee may exercise this option to
purchase Shares for which the Optionee is not yet vested. If exercised for
Shares that have not yet vested, such Shares shall be subject to the Right
of Repurchase as described in Section 7.

     4.2 EXERCISE PERIOD. Prior to the completion of a Public Offering,
unless the Committee otherwise determines, the Optionee may exercise the
option (to the extent the option is exercisable pursuant to the Notice at
such time) only during the 60-day period following the date upon which the
Corporation delivers to the Optionee a certificate of the chief financial
officer or other senior executive officer of the Corporation stating that a
copy of the Corporation's consolidated financial statements for the
preceding fiscal year is available to the Optionee for his or her review at
the principal office of the Corporation or such other locations as the
Corporation shall specify (the "Annual Certificate"). The Corporation shall
use its best efforts to deliver the Annual Certificate within 30 days after
the consolidated financial statements referred to therein are completed.
Upon the completion of a Public Offering, the Corporation shall no longer
be required to deliver the Annual Certificate and the option may be
exercised (to the extent the option is exercisable pursuant to the Notice
at such time) at any time.

     4.3 EARLY VESTING UPON SALE OR OTHER EVENTS. If the Committee in its
discretion provides in the Notice for exercisability upon a Total Sale or
upon a Partial Sale, the Corporation shall give the Optionee 10 days'
notice (or, if not practicable, such shorter notice as may be practicable)
prior to the anticipated date of the consummation of a Total Sale or the
anticipated date of the consummation of a Partial Sale (the "Sale Notice").
Upon receipt of the Sale Notice, and for a period of five days thereafter
(or such shorter period as the Committee shall determine and provide in the
Notice), the Optionee shall be permitted to exercise the option to the
extent provided in this Section 4.3, whether or not the option was
otherwise so exercisable on the date the Sale Notice was given; provided,
that, in the event of a Total Sale or a Partial Sale in which the Optionee
would be required to participate pursuant to the Stockholder's Agreement
were the Optionee then a party to such agreement, the Corporation may
require the Optionee to exercise the option to the extent necessary to
enable the Optionee to participate therein or to forfeit the option (or
portion thereof, as applicable). Unless otherwise determined by the
Committee, in the case of a Total Sale, the option may be exercised in
whole or in part for up to the full amount of the Shares covered thereby
(less the number of Shares previously acquired by the Optionee upon
exercise of the option, if any). Unless otherwise determined by the
Committee, in the case of a Partial Sale, the option shall be exercised in
whole or in part, but not for more than the excess, if any, of (i) the
number of shares with respect to which the Optionee would be entitled to
participate in the Partial Sale pursuant to the Stockholder's Agreement,
over (ii) the number of Shares previously issued to the Optionee upon
exercise of the option and not disposed of in a prior Partial Sale. In the
event the Total Sale or Partial Sale is not consummated, the option will be
deemed not to have been exercised and shall be exercisable thereafter to
the extent it would have been exercisable if no such notice had been given.
In lieu of permitting or requiring the Optionee to exercise the option in
the event of a Total Sale, the Committee, in its sole discretion, may
instead cause the Corporation to redeem the unexercised portion of the
option pursuant to Section 9.2 hereof. In lieu of permitting the Optionee
to exercise the option in connection with a Public Offering of all or a
portion of the Shares owned by the FL & Co. Companies (an "FL Public
Offering"), the Corporation, at its option, may instead cause the option
and the underlying shares to be registered under applicable securities laws
or make other arrangements consistent with such laws, so as to permit the
Optionee to sell for a period of time after the FL Public Offering the same
number of Shares that he or she would have been able to sell in the FL
Public Offering but for this sentence.

     4.4 EXERCISE UPON MULTIPLE OPTION AGREEMENTS. Notwithstanding anything
herein to the contrary, if in connection with a Partial Sale, the Optionee
shall be entitled to acquire Shares pursuant to Section 4.3 hereof and
pursuant to the analogous provisions of one or more other stock option
agreements between the Optionee and the Corporation (any such agreement,
including this Agreement, an "Option Agreement"), then the Corporation
shall have the right, at its option, to designate the Option Agreement or
Option Agreements pursuant to which the Optionee may exercise options for
purposes of the Optionee's participation in the Partial Sale, provided that
in no event shall any such determination reduce the aggregate number of
shares that the Optionee would otherwise be entitled to sell in connection
with such Partial Sale.

     4.5 $100,000 LIMITATION. If this option is designated as an ISO in the
Notice, then the Optionee's right to exercise this option shall be deferred
to the extent (and only to the extent) that this option would not be
treated as an ISO solely by reason of the $100,000 annual limitation under
Section 422(d) of the Code, except that the Optionee's right to exercise
this option shall no longer be deferred if (i) the Corporation is subject
to a Change in Control before the Optionee's Service terminates, (ii) the
Corporation, or any surviving corporation, or its parent does not continue
this option, and (iii) any surviving corporation or its parent does not
assume this option or does not substitute an option with substantially the
same terms for this option.

5. EXERCISE PROCEDURE.

     5.1 NOTICE OF EXERCISE. The Optionee or the Optionee's Legal
Representative may exercise this option by giving written notice to the
Corporation specifying the election to exercise this option, the number of
Shares for which it is being exercised and the form of payment. Exhibit A
is an example of a "Notice of Exercise". The Notice of Exercise shall be
signed by the person exercising this option. In the event that this option
is being exercised by the Optionee's Legal Representative, the notice shall
be accompanied by proof (satisfactory to the Corporation) of the Legal
Representative's right to exercise this option. The Optionee or the
Optionee's Legal Representative shall deliver to the Corporation, at the
time of giving the notice, payment in a form permissible under Section 6
for the full amount of the Purchase Price.

     5.2 STOCKHOLDER'S AGREEMENT. As a condition to exercise this option,
the Optionee shall fully execute, and deliver together with the notice
provided for in Section 4.1, a Stockholder's Agreement (a copy of which, in
the form to be executed by the Optionee, will be supplied to the Optionee
upon request) and an undated stock power if required by the Stockholder's
Agreement.

     5.3 ISSUANCE OF SHARES. After receiving a proper notice of exercise, a
fully executed Stockholder's Agreement and the undated stock power, the
Corporation shall cause to be issued a certificate or certificates for the
Shares as to which this option has been exercised, registered in the name
of the person exercising this option (or in the names of such person and
his or her spouse as community property or as joint tenants with right of
survivorship). Not less than one hundred Shares may be purchased at any one
time upon any exercise of this option, unless the number of Shares so
purchased constitutes the total number of Shares then purchasable under
this option.

     5.4 SECTION 83(B) ELECTION. To the extent the Optionee is permitted by
the terms of the Notice to exercise a Nonstatutory Option for Shares that
are not vested, Section 83 of the Code provides that the Optionee is not
subject to federal income tax upon such exercise until the Right of
Repurchase with respect to the Shares purchased lapses. If the Optionee
chooses, the Optionee may make an election under Section 83(b) of the Code,
which would cause the Optionee to recognize income in the amount of the
excess (if any) of the Fair Market Value of the Shares acquired (determined
as of the date the Option is exercised) over the Purchase Price will be
subject to federal income tax. A Section 83(b) election must be filed with
the Internal Revenue Service within thirty (30) days after the date of
exercise -- even if no tax is payable because the Fair Market Value of the
Restricted Shares on the date of the Option is exercised equals the
Purchase Price paid. The form for making a Section 83(b) election is
attached as Exhibit C. The Optionee acknowledges that it is the Optionee's
sole responsibility to timely file the Section 83(b) election and that
failure to file a Section 83(b) election within the applicable thirty (30)
day period may result in the recognition of ordinary income when the Right
of Repurchase lapses.

     5.5 WITHHOLDING REQUIREMENTS. The Company may withhold any tax (or
other governmental obligation) as a result of the exercise of this option
and/or the filing of a Section 83(b) election, as a condition to the
exercise of this option, and the Optionee shall make arrangements
satisfactory to the Company to enable it to satisfy all such withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise
in connection with the vesting or disposition of Shares purchased by
exercising this option.

     5.6 PAYMENT FOR SHARES. Payment of the Purchase Price shall be made by
delivery to the Corporation of a certified or bank check payable to the
order of the Corporation or cash by wire transfer or other immediately
available funds to an account designated by the Corporation.

6. TERM AND EXPIRATION.

     6.1 BASIC TERM. Subject to earlier termination in accordance with this
Agreement, this option shall expire on the expiration date set forth in the
Notice.

     6.2 TERMINATION OF SERVICE. Except as may be agreed between the
Committee and the Optionee, if the Optionee's employment by the Company
shall have ceased for any reason whatsoever (including by reason of death,
permanent disability or adjudicated incompetency) ("Terminated" or a
"Termination"), irrespective of whether the Optionee receives, in
connection with the Termination, any severance or other payment from the
Company under any employment agreement or otherwise (such Optionee being
referred to herein as a "Terminated Optionee"), then , (i) to the extent
that the Option is not exercisable pursuant to the Notice at the date of
such Termination, this option shall terminate on and shall be of no further
force and effect from and after the date of such Termination, and (ii) to
the extent that the option is exercisable pursuant to the Notice at the
date of such Termination (the "Exercisable Portion of the Option"), the
Optionee shall have the right, at his or her option, to exercise the
Exercisable Portion of the Option in whole or in part one time at any time
within 60 days after the date of such Termination, but in no event after
the expiration of the term of the option, and, until exercised, the
Exercisable Portion of the Option shall continue to be subject to the terms
of this Agreement, including Section 4.3 hereof. If a Public Offering has
not been completed prior to the date of such Termination and the date of
such Termination does not fall within the 60-day exercise period set forth
in Section 4.2 hereof, then, for the 60-day exercise period provided for in
this Section 6.2, the Corporation shall make available to the Terminated
Optionee for his or her review at the principal office of the Corporation,
in addition to the most recent annual consolidated financial statements of
the Corporation then available, a copy of any quarterly consolidated
financial statements of the Corporation which have been prepared by the
Corporation and delivered to the lenders of the Corporation after the date
of such consolidated financial statements but on or prior to the date of
such Termination. To the extent that the Terminated Optionee does not
exercise the Exercisable Portion of the option within the 60-day exercise
period provided for in this Section 6.2, the unexercised portion of the
Exercisable Portion of the option shall terminate and shall be of no
further force and effect from and after the final date on which the
Terminated Optionee could have so exercised the Exercisable Portion of the
option.

     6.3 LEAVES OF ABSENCE. For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing or if
continued crediting of Service for such purpose is expressly required by
the terms of such leave or by applicable law (as determined by the
Company).

     6.4 NOTICE CONCERNING ISO TREATMENT. If this option is designated as
an ISO in the Notice, it ceases to qualify for favorable tax treatment as
an ISO to the extent it is exercised (i) more than three (3) months after
the date the Optionee ceases to be an Employee for any reason other than
death or permanent and total disability (as defined in Section 22(e)(3) of
the Code), (ii) more than twelve (12) months after the date the Optionee
ceases to be an Employee by reason of such permanent and total disability
or (iii) after the Optionee has been on a leave of absence for more than
ninety (90) days, unless the Optionee's reemployment rights are guaranteed
by statute or by contract.

7. RIGHT OF REPURCHASE.

     7.1 RIGHT OF REPURCHASE. To the extent this option is exercised for
Shares that are not vested, the Shares so acquired initially shall be
Restricted Shares and shall be subject to a right (but not an obligation)
of repurchase by the Corporation. The Optionee shall not transfer, assign,
encumber or otherwise dispose of any Restricted Shares, except pursuant to
Permitted Transfers. If the Optionee transfers any Restricted Shares, then
this Section 7 shall apply to the Transferee to the same extent as to the
Optionee.

     7.2 EXERCISE NOTICE. In the event the Corporation wishes to exercise
its Right of Repurchase, the Corporation shall provide the Optionee with
sixty (60) days prior written notice of its intent to exercise its right. A
sample Right of Repurchase Exercise Notice is attached hereto as Exhibit D.
Such notice shall contain the price per Share which shall be the repurchase
price, described in subsection (4) below, and all other terms and
conditions of the offer (including, without limitation, the proposed
consummation date of the repurchase). The repurchase price shall be paid in
cash or by canceling of indebtedness as the Corporation, in its sole
discretion, shall determine.

     7.3 LAPSE OF REPURCHASE RIGHT. The Right of Repurchase shall lapse
with respect to the Shares in accordance with the vesting schedule
described in the Notice. In addition, the Right of Repurchase shall lapse
and all of the remaining Restricted Shares shall become vested if (i) the
Corporation is subject to a Change in Control before the Optionee's Service
terminates and (ii) the Right of Repurchase is not assigned to the
successor entity that retains the Optionee's Service immediately after the
Change in Control or to such entity's parent or subsidiary.

     7.4 REPURCHASE PRICE. If the Corporation exercises the Right of
Repurchase, it shall pay the Optionee an amount for each of the Restricted
Shares being repurchased equal to the lower of (i) the Fair Market Value
for each Share or (ii) the Purchase Price.

     7.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
which are by reason of such transaction distributed with respect to any
Shares subject to this Section 7 into which such Shares thereby become
convertible shall immediately be subject to this Section 7.

     7.6 TERMINATION OF RIGHTS AS SHAREHOLDER. If the Corporation makes
available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 7, then after such time the person from whom
such Shares are to be purchased shall no longer have any rights as a holder
of such Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Shares shall be
deemed to have been purchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

8. RIGHT OF FIRST OFFER.

     8.1 RIGHT OF FIRST OFFER. Shares that have been acquired upon the
exercise of this option that are not Restricted Shares, shall in any event
be subject to a Right of First Offer. In the event that the Optionee wishes
to sell or otherwise dispose of any or all of such Shares or any interest
therein (other than a Permitted Transfer) or receives a bona fide offer to
purchase or otherwise acquire such Shares from any third party, such Right
of First Offer would apply. The Right of First Offer hereunder shall
terminate upon the consummation of a Public Offering.

     8.2 RIGHT OF FIRST OFFER NOTICE. If the Optionee desires to transfer
Shares, the Optionee shall provide the Corporation with a Right of First
Offer notice ("ROFO Notice") describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed
transfer price, the name and address of the proposed Transferee (if any)
and proof satisfactory to the Corporation that the proposed sale or
transfer will not violate any applicable federal or state securities laws.
A sample ROFO Notice is attached hereto as Exhibit E. The ROFO Notice shall
be signed both by the Optionee and in the case of an offer made by a
third-party by the proposed Transferee as well. The Corporation shall have
the right to purchase all, and not less than all, of the Shares that are
the subject of the ROFO Notice on the terms of the proposal described in
such notice (subject, however, to any change in such terms permitted under
Subsection (c) below) by delivery of a Notice of Exercise of the Right of
First Offer within thirty (30) days after the date when the ROFO Notice was
received by the Corporation. A sample Notice of Exercise of the Right of
First Offer is attached hereto as Exhibit F.

     8.3 LAPSE OF RIGHT OF FIRST OFFER. If the Corporation fails to
exercise its Right of First Offer within thirty (30) days after receipt of
the ROFO Notice, the Optionee may, not later than ninety (90) days
following the Corporation's receipt of the ROFO Notice, conclude the
transfer of the Shares subject to the ROFO Notice on the terms and
conditions described in such notice, provided that any such sale is made in
compliance with applicable federal and state securities laws and not in
violation of any other contractual restrictions to which the Optionee is
bound. Any proposed transfer on terms and conditions different from those
described in the ROFO Notice, as well as any subsequent proposed transfer
by the Optionee, shall again be subject to the Right of First Offer and
shall require compliance with the procedure described in Subsection (b)
above. If the Corporation exercises its Right of First Offer, the parties
shall consummate the sale of the Shares on the terms set forth in the ROFO
Notice within sixty (60) days after the date when the Corporation received
the ROFO Notice (or within such longer period as may have been specified in
the ROFO Notice); provided, however, that in the event the ROFO Notice
provided that payment for the Shares was to be made in a form other than
cash or cash equivalents paid at the time of transfer, the Corporation
shall have the option of paying for the Shares with cash or cash
equivalents equal to the present value of the consideration described in
the ROFO Notice.

     8.4 TERMINATION OF RIGHTS AS SHAREHOLDER. If the Corporation makes
available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 8, then after such time the person from whom
such Shares are to be purchased shall no longer have any rights as a holder
of such Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Shares shall be
deemed to have been purchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

     8.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
which are by reason of such transaction distributed with respect to any
Shares subject to this Section 8 or into which such Shares thereby become
convertible shall immediately be subject to this Section 8.

9. TOTAL SALE.

     9.1 CONTINUATION OF PLAN. Upon the effective date of any Total Sale,
any unexercised portion of the option shall terminate unless provision
shall be made in writing in connection with such Total Sale for the
continuance of the Plan and such unexercised portion of the option or for
the assumption of such unexercised portion of the option by a successor to
the Corporation or for the substitution for such unexercised portion of the
option of new options covering shares of such successor with appropriate
adjustments as to number and kind of shares and prices of shares subject to
such new options, or unless the Committee shall authorize the redemption of
the unexercised portion of the option pursuant to Section 9.2 hereof. In
the event that provision in writing is made as aforesaid in connection with
a Total Sale, the unexercised portion of the option or the new options
substituted therefor shall continue in the manner and under the terms
provided in the Plan and this Agreement and in such writing.

     9.2 REDEMPTION IN CONNECTION WITH TOTAL SALE. In connection with a
Total Sale, the Committee may, in its sole discretion, authorize the
redemption of the unexercised portion of the option for a consideration per
Share issuable upon exercise of the unexercised portion of the option equal
to the excess of (i) the consideration payable in respect of a Share in
connection with such Total Sale, adjusted as if all outstanding options and
other rights to acquire equity interests in the Corporation had been
exercised prior to the consummation of such Total Sale and further adjusted
to take into account all other equity interests in the Corporation
(provided, however, that no adjustment shall be made with respect to any
option or other right to acquire equity interests in the Corporation if the
Option Price for such option or other right is greater than the
consideration that would be payable per Share in connection with such Total
Sale if the adjustment were not made), over (ii) the Option Price. Any
redemption pursuant to this Section 9.2 shall occur simultaneously with the
occurrence of the Total Sale.

     9.3 ALLOCABLE SHARE OF EXPENSES. In the event of a redemption pursuant
to Section 9.2 hereof, the Optionee shall be responsible for and shall be
obligated to pay a proportionate amount (determined as if the Optionee were
a holder of the number of Shares of which would have been issuable upon
exercise of the portion of the option redeemed pursuant to Section 9.2
hereof) of the expenses, liabilities and obligations incurred or to be
incurred by the stockholders of the Corporation in connection with such
Total Sale (including, without limitation, the fees and expenses of
investment bankers, legal counsel and other outside advisors and experts
retained by or on behalf of the stockholders of the Corporation in
connection with such Total Sale, amounts payable in respect of
indemnification claims, amounts paid into escrow and amounts payable in
respect of post-closing adjustments to the purchase price) ("Expenses of
Sale").

     9.4 POWER OF ATTORNEY. The Optionee hereby irrevocably appoints the FL
& Co. Companies, and each of them (individually and collectively, the
"Representative"), the Optionee's true and lawful agent and
attorney-in-fact, with full powers of substitution, to act in the
Optionee's name, place and stead, to do or refrain from doing all such acts
and things, and to execute and deliver all such documents, in connection
with this Agreement or the option as the Representative shall deem
necessary or appropriate in connection with any Total Sale, including,
without in any way limiting the generality of the foregoing, to receive on
behalf of the Optionee any payments made in respect of the unexercised
portion of the option (including payments made in connection with any
redemption) in connection with any Total Sale, to hold back from any such
payments any amount which the Representative deems necessary to reserve
against the Optionee's share of any Expenses of Sale, and to engage in any
acts in which the Representative is authorized by and on behalf of the
holders of any of the Corporation's capital stock to engage in connection
with the Total Sale. The Optionee hereby ratifies and confirms all that the
Representative shall do or cause to be done by virtue of its appointment as
the Optionee's Representative.

     In acting for the Optionee pursuant to the appointment set forth in
this Section 9.4, the Representative shall not be responsible to the
Optionee for any loss or damage the Optionee may suffer by reason of the
performance by the Representative of its duties under this Agreement,
except for loss or damage arising from willful violation of law or gross
negligence in the performance of its duties hereunder. The appointment of
the Representative shall be deemed coupled with an interest and shall be
irrevocable, and any Person dealing with the Representative may
conclusively and absolutely rely, without inquiry, upon any act of the
Representative as the act of the Optionee in all matters referred to in
this Section 9.4.

     Notwithstanding the foregoing, this power of attorney does not empower
the Representative to exercise the option on behalf of the Optionee.

10. LEGALITY OF INITIAL ISSUANCE.

     No Shares shall be issued upon the exercise of this option unless and
until the Corporation has determined that:

          (i) The Corporation and the Optionee have taken any actions
required to register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof;

          (ii) Any applicable listing requirement of any stock exchange or
other securities market on which Stock is listed has been satisfied; and

          (iii) Any other applicable provision of state or federal law has
been satisfied.

11. PROHIBITED ACTIVITIES.

     11.1 PROHIBITION. The Optionee agrees that (i) the Optionee will not
at any time during the Optionee's employment (other than in the course of
such employment) with the Company or any Affiliate thereof, or after a
Termination, disclose or furnish to any other Person or use for the
Optionee's own or any other Person's account any Confidential or
Proprietary Information, (ii) if the Optionee is Terminated, the Optionee
will not for three years following such Termination directly or indirectly
solicit for employment, including without limitation recommending to any
subsequent employer the solicitation for employment of, any employee of the
Company or any Affiliate thereof, (iii) the Optionee will not at any time
during the Optionee's employment with the Company or any Affiliate thereof
or after a Termination publish or make any disparaging statements about the
Company, any Affiliate or any of their directors, officers or employees,
under circumstances where it is reasonably foreseeable that the statements
will be made public (a disparaging statement is a communication which, if
made public, would tend to malign the business or reputation of the Person
about whom such statement is made), and (iv) the Optionee will not breach
the provisions of Section 2 hereof (any activity prohibited by clause (i),
(ii), (iii) or (iv) of this Section 11.1 being referred to as a "Prohibited
Activity").

"Confidential or Proprietary Information" shall mean any non-public
information about the Company or any Affiliate thereof which was acquired
during the Optionee's employment with the Company or any Affiliate thereof
and which has or is reasonably likely to have competitive value to the
Company or any Affiliate thereof.

     11.2 RIGHT TO TERMINATE OPTION. The Optionee understands and agrees
that the Corporation is granting to the Optionee an option to purchase
Shares hereunder to reward the Optionee for the Optionee's future efforts
and loyalty to the Company and its Affiliates by giving the Optionee the
opportunity to participate in the potential future appreciation of the
Corporation. Accordingly, if, at any time during which any portion of the
Option (including the Exercisable Portion of the Option) is outstanding,
(i) the Optionee engages in any Prohibited Activity or any act otherwise
constituting Cause, or (ii) the Optionee engages in any Competitive
Activity (as hereinafter defined), or (iii) the Optionee is convicted of a
crime against the Company or any of its Affiliates, then, in addition to
any other rights and remedies available to the Company, the Company shall
be entitled, at its option, to terminate the option (including the
Exercisable Portion of the option), or any unexercised portion thereof,
which shall then be of no further force and effect.

"Competitor" shall mean any Person that is engaged in owning, operating or
acquiring directly or indirectly (through a corporation, trust, partnership
or other Person) a Radio Broadcasting Business that operates in the same
market as and competes directly or indirectly with a Radio Broadcasting
Business which, at the time the Optionee is Terminated, is owned or
operated by the Corporation or any of its Subsidiaries or which the
Corporation or any of its Subsidiaries intends to own, operate or acquire
(which intention was disclosed to the Optionee prior to or in connection
with his or her Termination). The determination as to whether or not any
Radio Broadcasting Business competes directly or indirectly with the
Corporation or any of its Subsidiaries shall be made by the Corporation in
its reasonable discretion.

"Competitive Activity" shall mean engaging in any of the following
activities: (i) serving as a director of any Competitor; (ii) directly or
indirectly (A) controlling any Competitor or (B) owning any equity or debt
interests in any Competitor (other than equity or debt interests which are
publicly traded and do not exceed 2% of the particular class of interests
then outstanding) (it being understood that, if any such interests in any
Competitor are owned by an investment vehicle or other entity in which the
Optionee owns an equity interest, a portion of the interests in such
Competitor owned by such entity shall be attributed to the Optionee, such
portion determined by applying the percentage of the equity interest in
such entity owned by the Optionee to the interests in such Competitor owned
by such entity); (iii) directly or indirectly soliciting, diverting, taking
away, appropriating or otherwise interfering with any of the customers or
suppliers of the Company or any Affiliate of the Company; or (iv)
employment by (including serving as an officer or director of), or
providing consulting services to, any Competitor; provided, however, that
if the Competitor has more than one discrete and readily distinguishable
part of its business, employment by or providing consulting services to any
Competitor shall be Competitive Activity only if (X) his or her employment
duties are at or involving the part of the Competitor's business that
competes with any of the businesses conducted by the Corporation or any of
its Subsidiaries (the "Competing Operations"), including serving in a
capacity where any Person at the Competing Operations reports to the
Optionee, or (Y) the consulting services are provided to or involve the
Competing Operations. For purposes of this definition, the term "Control"
means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of any Competitor,
whether through the ownership of equity or debt interests, by contract or
otherwise.

"Radio Broadcasting Business" shall mean any business which (i) owns or
operates one or more radio stations or (ii) owns or operates any internet
or digital audio broadcasting business if such business also owns or
operates, or is Affiliated with an owner or operator of, one or more radio
stations.

12. RESTRICTIONS ON TRANSFER.

     12.1 PERMITTED TRANSFERS. Until a Public Offering has occurred, none
of the Shares acquired pursuant to this Option shall be transferable other
than in any of the following "Permitted Transfers": (i) a transfer by
beneficiary designation, will or intestate succession or (ii) a transfer to
the Optionee's spouse, children or grandchildren (or their issue) or to a
trust established by the Optionee for the benefit of the Optionee or the
Optionee's spouse, children or grandchildren (or their issue), provided in
either case that the Transferee agrees in writing on a form prescribed by
the Corporation to be bound by all provisions of this Agreement. Section
8.1 shall not apply to any of the foregoing Permitted Transfers. If the
Optionee transfers any Shares acquired under this Agreement, either under
this subsection or after the Corporation has failed to exercise the Right
of First Offer, then such rights shall be applicable to the Transferee to
the same extent as to the Optionee.

     12.2 SECURITIES LAW RESTRICTIONS. Regardless of whether the offering
and sale of Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Corporation at its discretion may impose restrictions upon the
sale, pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Corporation, such
restrictions are necessary or desirable in order to achieve compliance with
the Securities Act or the securities laws of any state or any other law.

     12.3 MARKET STAND-OFF. Except as provided in the Stockholder's
Agreement, in connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Corporation's
initial Public Offering, the Optionee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or
sell any option or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any
Shares acquired under this Agreement without the prior written consent of
the Corporation or its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time following the date
of the final prospectus for the offering as may be requested by the
Corporation or such underwriters. In no event, however, shall such period
exceed one hundred eighty (180) days. The Market Stand-Off shall in any
event terminate two (2) years after the date of the Corporation's initial
Public Offering. In the event of the declaration of a stock dividend, a
spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Corporation's
outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the
Market Stand-Off, the Corporation may impose stop-transfer instructions
with respect to the Shares acquired under this Agreement until the end of
the applicable stand-off period. The Corporation's underwriters shall be
beneficiaries of the agreement set forth in this subsection 12.3. This
subsection 12.3 shall not apply to Shares registered in the public offering
under the Securities Act, and the Optionee shall be subject to this
subsection (3) only if the directors and officers of the Corporation are
subject to similar arrangements.

     12.4 OPTIONEE UNDERTAKING. The Optionee agrees to take whatever
additional action and execute whatever additional documents the Corporation
may deem necessary or advisable to carry out or effect one or more of the
obligations or restrictions imposed on either the Optionee or upon the
Restricted Shares pursuant to the provisions of this Agreement.

     12.5 INVESTMENT INTENT. The Optionee represents and agrees that as of
the Date of Grant, the Shares to be acquired upon exercising this option
will be acquired for investment, and not with a view to the sale or
distribution thereof. If the sale of Shares under the Plan is not
registered under the Securities Act but an exemption is available which
requires an investment representation or other representation, the Optionee
shall represent and agree at the time of exercise that the Shares being
acquired upon exercising this option are being acquired for investment, and
not with a view to the sale or distribution thereof, and shall make such
other representations as are deemed necessary or appropriate by the
Corporation and its counsel.

13. ADJUSTMENT OF SHARES.

     If there is any change in the stock subject to the Option or in the
corporate structure of the Corporation, through merger, consolidation,
division, share exchange, combination, reorganization, recapitalization,
stock dividend, stock split, spinoff, split up, extraordinary dividend,
dividend in kind or other similar change in the corporate structure or
distribution to shareholders, a reclassification, or any similar
occurrence, the terms of this option (including, without limitation, the
number and kind of Shares subject to this option and the Option Price)
shall be adjusted by the Committee. The Committee's adjustment shall be
final and binding for all purposes of the Plan and this Agreement.

14. MISCELLANEOUS PROVISIONS.

     14.1 RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
Legal Representative shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Shares subject to this option
until: (i) the option shall have been exercised in accordance with the
terms of this Agreement and the Optionee shall have paid the full purchase
price for the number of shares in respect of which the option was exercised
and any withholding taxes due, (ii) the Optionee shall have delivered a
fully executed Stockholder's Agreement and undated stock power to the
Corporation, (iii) the Corporation shall have issued the Shares to the
Optionee, and (iv) the Optionee's name shall have been entered as a
stockholder of record on the books of the Corporation. Upon the occurrence
of all of the foregoing events, the Optionee shall have full ownership
rights with respect to such shares, subject to the provisions of any
applicable Stockholder's Agreement.

     14.2 NO RETENTION RIGHTS. Nothing in this option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or
retaining the Optionee) or of the Optionee, which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and
for any reason, with or without Cause.

     14.3 NOTIFICATION. All notices and other communications hereunder
shall be in writing and unless otherwise provided herein, shall be deemed
to have been given when received by the party to whom such notice is to be
given at its address set forth below, or such other address for the party
as shall be specified by notice given pursuant hereto: If to the
Corporation, to:

                         Citadel Broadcasting Corporation
                         City Center West, Suite 400
                         7401 West Lake Mead Boulevard
                         Las Vegas, Nevada  89128
                         Attention:  Treasurer

If to the Optionee or the Optionee's Legal Representative, to such Person
at the address as reflected in the records of the Corporation.

     14.4 ENTIRE AGREEMENT. This Agreement and the Plan and, upon execution
thereof, the Stockholder's Agreement, constitute the entire agreement, and
supersede all prior agreements and understandings, oral and written,
between the parties hereto with respect to the option granted hereby.

     14.5 MODIFICATION OF AGREEMENT. This Agreement may be modified,
amended or supplemented by written agreement of the parties hereto;
provided, that the Corporation may modify, amend or supplement this
Agreement in a writing signed by the Corporation without any further action
by the Optionee if such modification, amendment or supplement does not
adversely affect the Optionee's rights hereunder.

     14.6 SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of this Agreement, including that provision,
in any other jurisdiction. If any provision of this Agreement is held
unlawful or unenforceable in any respect, such provision shall be revised
or applied in a manner that renders it lawful and enforceable to the
fullest extent possible.

     14.7 WAIVER. The failure of the Corporation in any instance to
exercise the Right of Repurchase or the Right of First Offer shall not
constitute a waiver of any other repurchase rights and/or rights of first
offer that may subsequently arise under the provisions of this Agreement or
any other agreement between the Corporation and the Optionee. No waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition whether of like or different
nature.

     14.8 ASSIGNMENT. The Corporation may assign the Right of Repurchase
and/or the Right of First Offer to any person or entity selected by the
Board of Directors, including, without limitation, one or more shareholders
of the Corporation.

     14.9 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon the Optionee, the Optionee's assigns and
the Legal Representatives, heirs and legatees of the Optionee's estate,
whether or not any such person shall have become a party to this Agreement
and have agreed in writing to be join herein and be bound by the terms
hereof. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Optionee without the prior
written consent of the Corporation. In addition, each of the FL & Co.
Companies shall be a third party beneficiary of this Agreement and shall be
entitled directly to enforce this Agreement.

     14.10 HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or
construction of any provision hereof.

     14.11 RESOLUTION OF DISPUTES. Any dispute or disagreement which may
arise under, or as a result of, or which may in any way relate to, the
interpretation, construction or application of this Agreement shall be
determined by the Committee, in good faith, whose determination shall be
final, binding and conclusive for all purposes.

     14.12 SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
will be no adequate remedy at law for a violation of any of the provisions
of this Agreement and that, in addition to any other remedies which may be
available, all of the provisions of this Agreement shall be specifically
enforceable in accordance with their respective terms.

     14.13 CONSENT TO JURISDICTION. Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of New York and of the United States of America, in
each case located in the County of New York, for any actions, suits or
proceedings arising out of or relating to this Agreement, the Option or the
Plan and the transactions contemplated hereby and thereby ("Litigation")
(and agrees not to commence any Litigation except in any such court), and
further agrees that service of process, summons, notice or document by U.S.
registered mail to such party's respective address set forth in Section
13(c) hereof shall be effective service of process for any Litigation
brought against such party in any such court. Each party hereby irrevocably
and unconditionally waives any objection to the laying of venue of any
Litigation in the courts of the State of New York or of the United States
of America, in each case located in the County of New York, and hereby
further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any Litigation brought in any such court has
been brought in an inconvenient forum.



<PAGE>


                                 EXHIBIT A

                         SAMPLE NOTICE OF EXERCISE


Citadel Broadcasting Corporation
[ADDRESS]

Attn:  Corporate Secretary


To the Corporate Secretary:

I hereby exercise my stock option granted under the Citadel Broadcasting
Corporation 2002 Long-Term Incentive Plan (the "Plan") and notify you of my
desire to purchase the shares that have been offered pursuant to the Plan
and related Option Agreement as described below.

I shall pay for the shares by delivery of a check payable to Citadel
Broadcasting Corporation (the "Corporation") in the amount described below
in full payment for such shares plus all amounts required to be withheld by
the Corporation under state federal or local law as a result of such
exercise or shall provide such documentation as is satisfactory to the
Corporation demonstrating that I am exempt from any withholding
requirement.

This notice of exercise is delivered this ___ day of ___________________
(month) ____(year).

------------------------- ----------------------- ----------------------- -----
No. Shares to be          Type of Option          Option Price            Total
Acquired
------------------------- ----------------------- ----------------------- -----
                          Nonstatutory
------------------------- ----------------------- ----------------------- -----
                          Incentive
------------------------- ----------------------- ----------------------- -----
Estimated Withholding     Nonstatutory only
------------------------- ----------------------- ----------------------- -----
                                                  AMOUNT PAID
------------------------- ----------------------- ----------------------- -----

                                         Very truly yours,


                                         ----------------------
                                         Signature of Optionee


                                         Optionee's Name and Mailing Address
                                         ----------------------
                                         ----------------------
                                         ----------------------

                                         Optionee's Social Security Number

                                         ----------------------


<PAGE>


                                 EXHIBIT B

                                STOCK POWER

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto Citadel Broadcasting Corporation (the "Corporation"),
_________________ (_____) shares of the Common Stock, par value $0.01 per
share, of the Corporation standing in his/her/their/its name on the books
of the Corporation represented by Certificate No. ________________ herewith
and do(es) hereby irrevocably constitute and appoint
________________________ his/her/their/its attorney-in-fact, with full
power of substitution, to transfer such shares on the books of the
Corporation.

Dated:  __________________         Signature: _________________________________

                                   Print Name and Mailing Address

                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------




INSTRUCTIONS:  Please do not fill in any blanks other than the signature
               line and printed name and mailing address. Please print your
               name exactly as you would like your name to appear on the
               issued stock certificate. The purpose of this assignment is
               to enable the Corporation to exercise the Repurchase Right
               without requiring additional signatures on your part.



<PAGE>


                                 EXHIBIT C

                           SECTION 83(b) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

(1)     The taxpayer who performed the services is:

        Name:
                                ----------------------------------------
        Address:
                                ----------------------------------------

                                ----------------------------------------

        Social Security Number:
                                ----------------------------------------

(2)     The property with respect to which the election is being made is
        _________ shares of the Common Stock, par value $0.01 per share, of
        Citadel Broadcasting Corporation.

(3)     The property was issued on _________________.

(4)     The taxable year in which the election is being made is the
        calendar year ___________.

(5)     The property is subject to a right of repurchase pursuant to which
        the issuer has the right to acquire the property at the lower of
        fair market value or the original purchase price, at any time prior
        to the vesting date. The issuer's repurchase right lapses in a
        series of installments over a _____________-year period ending on
        ____________________, 200__.

(6)     The fair market value at the time of transfer (determined without
        regard to any restriction other than a restriction which by its
        terms will never lapse) is $___________ per share.

(7)     The amount paid for such property is $__________ per share.

(8)     A copy of this statement was furnished to the Company for whom
        taxpayer rendered the services underlying the transfer of property.

(9)     This statement is executed on __________________________________.


------------------------------              -----------------------------------
Spouse (if any)                             Taxpayer

This election must be filed with the Internal Revenue Service Center with
which taxpayer files his or her Federal income tax returns and must be made
within thirty (30) days after the execution date of the Notice of Exercise.
This filing should be made by registered or certified mail, return receipt
requested. You should retain two (2) copies of the completed form for
filing with your Federal and state tax returns for the current tax year and
an additional copy for your records.


<PAGE>


                                 EXHIBIT D

                            RIGHT OF REPURCHASE
                              EXERCISE NOTICE


                                                                 [Date]

               Re:    Exercise of Right of Repurchase

Dear Optionee:

The Corporation wishes to exercise its Right of Repurchase under the
Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan ("Plan") and
buy back from you shares of common stock of the Corporation that you
acquired upon the exercise of one or more stock options granted to you
pursuant to the Plan under the terms described below:

<TABLE>
<CAPTION>

--------------------- ------------------ ------------------ ------------------ ------------------
Date of Initial       Shares to be       FMV of one Share   Purchase Price     Repurchase Price
Option Grant          Repurchased                           per Share
--------------------- ------------------ ------------------ ------------------ ------------------
<S>                   <C>                <C>                <C>                <C>
--------------------- ------------------ ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------ ------------------

--------------------- ------------------ ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------ ------------------
                                                            TOTAL
--------------------- ------------------ ------------------ ------------------ ------------------
</TABLE>

Other Terms
-----------


Shares shall be repurchased on [insert date]. The Corporation shall pay the
repurchase price to you by delivery of payment by check on or within two
(2) days following such date. Once the payment is made available to you,
you shall no longer be considered a shareholder with respect to those
shares.





*     *     *



Should you have any additional questions, please contact [insert contact
person and contact information].





Very truly yours,






<PAGE>


                                 EXHIBIT E

                        RIGHT OF FIRST OFFER NOTICE


                                                                 [Date]

Citadel Broadcasting Corporation
[insert address and contact information]


               Re:    Right of First Offer


Dear [Contact Person]:

This Right of First Offer Notice is prepared in accordance with the terms
of the Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan (the
"Plan").

1.      Offer  (only items checked below apply)
        -----

______         I have received a firm offer to purchase (or I intend to
               transfer) shares of Class A Common Stock of Citadel
               Broadcasting Corporation ("Common Stock") that I acquired
               upon the exercise of one or more stock options granted
               pursuant to the Plan in accordance with the terms described
               below:

<TABLE>
<CAPTION>

------------------------- ----------------------- ----------------------- -----------------------
No. Shares to Be          Price per Share         Form of Payment         Date of Sale
Sold/Transferred
<S>                       <C>                     <C>                     <C>
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

______         I intend to offer for sale (or otherwise transfer) shares of
               Common Stock that I acquired upon the exercise of one or more
               stock options granted pursuant to the Plan in accordance with
               the terms described below:
<TABLE>
<CAPTION>
------------------------- ----------------------- ----------------------- -----------------------
No. Shares to Be          Price per Share         Form of Payment         Date of Sale
Sold/Transferred
<S>                       <C>                     <C>                     <C>
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
</TABLE>

2.      Proposed Transferee
        -------------------

The name, address and contact information of the proposed transferee are as
follows:

Name of Proposed Transferee:
                                       ----------------------------------------

Corporation (if different then above):
                                       ----------------------------------------

Address:
                                       ----------------------------------------

                                       ----------------------------------------
Contact Person:
                                       ----------------------------------------
Contact Phone Number:
                                       ----------------------------------------

3.      Representations of Proposed Transferor

a.      I certify that the statements made by me in this notice are true
        and correct as of the date of this notice.

b.      To the best of my knowledge, the proposed sale or transfer of my
        shares of Common Stock as described in this will not violate any
        applicable federal or state securities laws. If requested by the
        Corporation, I will submit a letter to that effect prior to the
        proposed transfer prepared by an attorney familiar with relevant
        securities laws, who is reasonably satisfactory to the Corporation.

c.      I acknowledge and agree that any proposed transfer on terms and
        conditions different from those described in this notice shall
        again be subject to the Corporation's Right of First Offer and
        shall require a submission of an additional Right of First Offer
        Notice.

d.      I acknowledge and agree that if the Corporation elects to exercise
        its Right of First Offer, once it makes available the purchase
        price for those shares, I shall no longer be considered a
        shareholder with respect to those shares.


Very truly yours,



[Signature of Proposed Transferor]



Acknowledgment of Proposed Transferee

I have reviewed the terms of this Right of First Offer Notice and agree
that I have made a firm offer or intend to accept transfer of shares of
Common Stock in accordance with the terms described in this notice.


Proposed Transferee:
                                    ---------------------------------
By:
                                    ---------------------------------

<PAGE>


                                 EXHIBIT F

                            RIGHT OF FIRST OFFER
                              EXERCISE NOTICE



                                                                 [Date]

               Re:    Exercise of Right of First Offer

Dear Proposed Transferee:

The Corporation wishes to exercise its Right of First Offer under the
Citadel Broadcasting Corporation, 2002 Long-Term Incentive Plan (the
"Plan") and buy back from you shares of Class A Common Stock that you
acquired upon the exercise of one or more stock options granted pursuant to
the Plan. Payment will be made in accordance with the terms contained in
your Right of First Offer Notice dated [insert date] [except that payment
will be made entirely in cash]. The purchase shall be made on [insert date
that is no later than 30 days later than the ROFO Notice Date or, if later,
the proposed date of sale in the Notice].


*     *     *

Should you have any additional questions, please contact [insert contact
person and contact information].

Very truly yours,







<PAGE>

                                                                  Exhibit 5

          [Letterhead of Fried, Frank, Harris, Shriver & Jacobson
            (a partnership including professional corporations)]

October 17, 2003
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

         Re:   Citadel Broadcasting Corporation
               Registration Statement of Form S-8

Ladies and Gentlemen:

        We have acted as special counsel to Citadel Broadcasting
Corporation (the "Company") in connection with the preparation of the
Company's registration statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended. The Registration Statement covers
5,000,000 shares (the "Shares") of the common stock of the Company, par
value $0.01 per share, offered under the Company's 2002 Long-Term Incentive
Plan (the "Plan"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated,
and we express no opinion with respect to the subject matter or accuracy of
such assumptions or items relied upon.

        In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company and others as we have deemed necessary or
appropriate for the purposes of this opinion. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents,
the genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified copies of
all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, representations and
warranties contained in documents and certificates and oral or written
statements and other information of or from representatives of the Company
and others and assume compliance on the part of all parties to the
documents with their covenants and agreements contained therein. We also
have assumed that any future changes to the terms and conditions of the
Plan will be duly authorized by the Company and will comply with all
applicable laws.

        Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares, when issued and paid for (with the consideration received by
the Company being not less than the par value thereof) in accordance with
the provisions of the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.

        The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware (the "GCLD"), and applicable provisions of the
Constitution of the State of Delaware, in each case as currently in effect,
and the reported judicial decisions interpreting the GCLD and the Delaware
Constitution.

        The opinion expressed herein is given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws
change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after the date hereof or for any other
reason.

        We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.

                                      Very truly yours,

                                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON





                                      /s/ David C. Golay
                                      ----------------------------------------
                                      By:   David C. Golay



<PAGE>


                                                                   Exhibit 23.2


The Board of Directors
Citadel Broadcasting Corporation

We consent to the incorporation by reference in the registration statement on
Form S-8 of Citadel Broadcasting Corporation of our report dated February 23,
2001, with respect to the consolidated statements of operations, stockholders'
equity, and cash flows of Citadel Communications Corporation and subsidiary for
the year ended December 31, 2000, which report appears in the Form S-1 of
Citadel Broadcasting Corporation Filed on August 1, 2003.

/s/ KPMG LLP

Phoenix, Arizona
October 13, 2003


<PAGE>


                                                                   Exhibit 23.3

We consent to the incorporation by reference in this Registration Statement
of Citadel Broadcasting Corporation on Form S-8 of our report dated
February 12, 2003, except for Note 18, as to which the date is July 16,
2003 (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets and an
explanatory paragraph relating to the restatement described in Note 18)
appearing in Registration Statement No. 333-89844 of Citadel Broadcasting
Corporation on Form S-1 under the Securities Act of 1933.

/s/ Deloitte & Touche LLP

Los Angeles, California
October 13, 2003
[{"type": "S-8", "sequence": "1", "filename": "dgs8_citadel.txt", "secsgml_size_bytes": 98496}]
{"company-data": {"conformed-name": "CITADEL BROADCASTING CORP", "cik": "0001174527", "assigned-sic": "4832", "irs-number": "510405729", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109779", "film-number": "03946105"}, "business-address": {"street1": "7201 W LAKE MEAD BLVD", "street2": "SUITE 400", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "7028048204"}, "mail-address": {"street1": "7201 W LAKE MEAD BLVD", "street2": "SUITE 400", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2003
                                              REGISTRATION NO.  333-___________
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      CITADEL BROADCASTING CORPORATION
           (Exact name of registrant as specified in its charter)

             DELAWARE                                      51-0405729
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                        CITY CENTER WEST, SUITE 400
                         7201 WEST LAKE MEAD BLVD.
                          LAS VEGAS, NEVADA 89128
            (Address of Principal Executive Offices) (Zip Code)

       CITADEL BROADCASTING CORPORATION 2002 LONG-TERM INCENTIVE PLAN
                         (Full title of the plans)

                              RANDY L. TAYLOR
                    VICE PRESIDENT-FINANCE AND SECRETARY
                        CITY CENTER WEST, SUITE 400
                         7201 WEST LAKE MEAD BLVD.
                          LAS VEGAS, NEVADA 89128
                               (702) 804-5200
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
============================================= ============ =============== ============= ==========
                                                              PROPOSED        PROPOSED   AMOUNT
            TITLE OF SECURITIES                AMOUNT TO      MAXIMUM         MAXIMUM       OF
              TO BE REGISTERED                    BE          OFFERING       AGGREGATE   REGISTRATION
                                              REGISTERED     PRICE PER        OFFERING      FEE
                                                  (1)        SHARE (2)       PRICE (2)
--------------------------------------------- ------------ --------------- ------------- ----------
Common Stock, par value $0.01 per share        3,138,750
("Common Stock") (3)                            shares         $18.83      $59,086,969   $4,780.14

Common Stock (3)                               1,770,250
                                                shares         $16.00      $28,324,000   $2,291.41

Common Stock (3)                                91,000
                                                shares         $20.20       $1,838,200     $148.71
--------------------------------------------- ------------ --------------- ------------- ----------
TOTAL                                          5,000,000
                                                shares           --        $89,249,169   $7,220.26
--------------------------------------------- ------------ --------------- ------------- ----------
(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act, and based upon the
     exercise price of options granted under the 2002 Long-Term Incentive
     Plan.

(3)  Represents Common Stock which may be issued upon the exercise of
     options granted under the 2002 Long-Term Incentive Plan.
EXPLANATORY NOTE

     This Registration Statement relates to 5,000,000 shares of common
stock of Citadel Broadcasting Corporation, par value $0.01 per share (the
"Common Stock"), which may be issued upon the exercise of stock options
granted under our 2002 Long-Term Incentive Plan (the "Plan").

                                   PART I

     The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). These documents are not required to be filed with the SEC. They
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) of the prospectus. In
addition, you may receive a copy of the Plan without charge, by contacting
Randy L. Taylor, our Vice President-Finance and Secretary, at the following
phone number: (702) 804-5200.

     References to "we," "us" and "our" refer to Citadel Broadcasting
Corporation, a Delaware corporation.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room or
access our SEC filings on the SEC's web site at http://www.sec.gov.
Reports, proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and information that we file
subsequently with the SEC will automatically update this Registration
Statement. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the termination of the offering:

     (a)  Our Registration Statement on Form 8-A (Reg. No. 001-31740),
          filed with the SEC on July 22, 2003, in which there are described
          the terms, rights and provisions applicable to our outstanding
          Common Stock;

     (b)  Our prospectus filed with the SEC on August 1, 2003 pursuant to
          Rule 424(b) of the Securities Act in connection with our
          Registration Statement on Form S-1 (File No. 333-89844),
          originally filed by us under the Securities Act on June 5, 2002,
          as amended, which prospectus includes our audited financial
          statements for the fiscal year ended December 31, 2002 and which
          describes the terms of the Common Stock;

     (c)  Exhibit 20.1 to our Form 8-K furnished to the SEC on August 11,
          2003; and

     (d)  Our Quarterly Report on Form 10-Q for the quarterly period ended
          June 30, 2003, filed with the SEC on September 15, 2003.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver
& Jacobson (a partnership including professional corporations).

     Item 6. Indemnification of Directors and Officers

     Our Restated Certificate of Incorporation and Amended and Restated
By-Laws provide that our directors and officers shall be indemnified by us
to the fullest extent authorized by Delaware law, as it now exists or may
in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on our behalf, except with
respect to any matter with respect to which such director or officer has
been adjudicated not to have acted in good faith or in the reasonable
belief that his action was in our best interests.

     We have entered into agreements to indemnify our directors and certain
executive officers in addition to the indemnification provided for in the
Restated Certificate of Incorporation and Amended and Restated By-Laws.
These agreements, among other things, indemnify our directors and officers
to the fullest extent permitted by Delaware law for certain expenses
(including attorneys' fees), liabilities, judgments, fines and settlement
amounts incurred by any such person arising out of or in connection with
such person's service as a director or officer of us or any of our
affiliates.

     We maintain policies of insurance under which our directors and
officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having
been such directors or officers.

     The Plan provides that the members of the committee administering the
Plan shall be indemnified by us to the fullest extent permitted by Delaware
law.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Restated Certificate of Incorporation of Citadel Broadcasting
               Corporation, filed as Exhibit 3.1 to our Form 10-Q for the
               quarterly period ended June 30, 2003, filed with the SEC on
               September 15, 2003 (the "Form 10-Q") and incorporated herein by
               reference.

4.2            Amended and Restated By-Laws of Citadel Broadcasting
               Corporation, filed as Exhibit 3.2 to the Form 10-Q and
               incorporated herein by reference.

4.3            Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan,
               filed as Exhibit 10.1 to Registration Statement on Form S-1
               (Reg. No. 333-89844), as amended (the "Form S-1") and
               incorporated herein by reference.

4.4*           Stock Option Agreement reference number 001 for use under the
               Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan.

5*             Opinion of Fried, Frank, Harris, Shriver & Jacobson.

23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson (included
               in Exhibit 5).

23.2*          Consent of KPMG LLP.

23.3*          Consent of Deloitte & Touche LLP.

24*            Power of Attorney (included on the signature pages).

----------------------
*       Filed herewith.

     Item 9. Undertakings

     (a) We hereby undertake:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

              (i)    To include any prospectus required by Section 10(a)(3)
                     of the Securities Act;

              (ii)   To  reflect  in the  prospectus  any  facts or  events
                     arising after the effective  date of the  Registration
                     Statement (or the most recent post-effective amendment
                     thereof)  which,  individually  or in  the  aggregate,
                     represent a fundamental  change in the information set
                     forth in the Registration Statement; and

              (iii)  To include any  material  information  with respect to
                     the plan of distribution  not previously  disclosed in
                     this Registration  Statement or any material change to
                     such information in this Registration Statement;

          provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained  in periodic  reports  filed by us under  Section 13 or
          Section  15(d)  of the  Exchange  Act that  are  incorporated  by
          reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective  amendment shall be
               deemed to be a new  registration  statement  relating to the
               securities  offered  therein,   and  the  offering  of  such
               securities  at that time  shall be deemed to be the  initial
               bona fide offering thereof.

          (3)  To remove  from  registration  by means of a  post-effective
               amendment  any  of the  securities  being  registered  which
               remain unsold at the termination of the offering.

     (b) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the  Exchange  Act)  that is  incorporated  by  reference  in this
Registration  Statement shall be deemed to be a new registration  statement
relating  to those  securities  and the  offering  will be deemed to be the
initial bona fide offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  indemnification  is  against  public  policy  as
expressed in the Securities Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
our payment of expenses incurred or paid by one of our directors,  officers
or  controlling  persons in the successful  defense of any action,  suit or
proceeding)  is asserted by a director,  officer or  controlling  person in
connection with the securities  being  registered,  we will,  unless in the
opinion  of  our  counsel  the  matter  has  been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question of
whether  indemnification  is  against  public  policy as  expressed  in the
Securities  Act and will be  governed  by the  final  adjudication  of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of New York, State of New York, on October 17, 2003.

                                            CITADEL BROADCASTING CORPORATION

                                            /s/ Farid Suleman
                                            ------------------------
                                            By:  Farid Suleman
                                            Title: Chief Executive Officer
                                                   and Chairman
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Farid Suleman as his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he or she might or could do in person, and
hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                        Date
---------------------------------------  ---------------------------------   -----------------
/s/ Farid Suleman                        Chief Executive Officer and         October 17, 2003
-----------------------------            Chairman
Farid Suleman

/s/ Randy L. Taylor                      Vice President--Finance and         October 17, 2003
-----------------------------            Secretary (Principal Financial
Randy L. Taylor                          and Accounting Officer)

/s/ David W. Checketts                                                       October 17, 2003
-----------------------------            Director
David W. Checketts

/s/ Theodore J. Forstmann                Director                            October 17, 2003
-----------------------------
Theodore J. Forstmann

/s/ J. Anthony Forstmann                 Director                            October 1, 2003
-----------------------------
J. Anthony Forstmann

/s/ Gordon A. Holmes                     Director                            October 3, 2003
-----------------------------
Gordon A. Holmes

/s/ Sandra J. Horbach                    Director                            October 17, 2003
-----------------------------
Sandra J. Horbach

/s/ Michael A. Miles                     Director                            October 17, 2003
-----------------------------
Michael A. Miles
                                         Director
-----------------------------
Charles P. Rose, Jr.

/s/ Herbert J. Siegel                    Director                            October 17, 2003
-----------------------------
Herbert J. Siegel
Index to Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    ----------------------

4.1            Restated Certificate of Incorporation of Citadel Broadcasting
               Corporation, filed as Exhibit 3.1 to our Form 10-Q for the
               quarterly period ended June 30, 2003, filed with the SEC on
               September 15, 2003 (the "Form 10-Q") and incorporated herein by
               reference.
4.2            Amended and Restated By-Laws of Citadel Broadcasting
               Corporation, filed as Exhibit 3.2 to the Form 10-Q and
               incorporated herein by reference.
4.3            Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan,
               filed as Exhibit 10.1 to Registration Statement on Form S-1
               (Reg. No. 333-89844), as amended (the "Form S-1") and
               incorporated herein by reference.
4.4*           Stock Option Agreement reference number 001 for use under the
               Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan.
5*             Opinion of Fried, Frank, Harris, Shriver & Jacobson.
23.1*          Consent of Fried, Frank, Harris, Shriver & Jacobson (included
               in Exhibit 5).
23.2*          Consent of KPMG LLP.
23.3*          Consent of Deloitte & Touche LLP.
24*            Power of Attorney (included on the signature pages).

----------------------
*       Filed herewith.
Exhibit 4.4

                      CITADEL BROADCASTING CORPORATION
                       2002 LONG-TERM INCENTIVE PLAN
                           STOCK OPTION AGREEMENT
                           REFERENCE NUMBER: 001

1. GRANT OF OPTION.

     1.1 OPTION. On the terms and conditions set forth in this Stock Option
Agreement and each Notice of Stock Option Grant (the "Notice") referencing
this Agreement, Citadel Broadcasting Corporation ("Corporation") grants to
the Optionee on the Date of Grant an option to purchase at the Option Price
a number of Shares, all as set forth in the Notice. Each such Notice,
together with this referenced Agreement, shall be a separate option
governed by the terms of this Agreement. This option is intended to be an
ISO or a Nonstatutory Option, as provided in the Notice.

     1.2 PLAN. This option is granted under and subject to the terms of the
Citadel Broadcasting Corporation 2002 Long Term Incentive Plan ("Plan"),
which is incorporated herein by this reference. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such term in
the Plan.

2. NO TRANSFER OR ASSIGNMENT OF OPTION.

     Except as otherwise provided in this Agreement or permitted by the
Committee, this option and the rights and privileges conferred hereby shall
not be sold, pledged or otherwise transferred (whether by operation of law
or otherwise) and shall not be subject to sale under execution, attachment,
levy or similar process.

3. DEFINITIONS.

     3.1 "AFFILIATE" shall mean, with respect to any Person, any other
Person which, directly or indirectly, is in control of, or is controlled
by, or is under common control with, such Person.

     3.2 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation, as constituted from time to time or, if a Committee has been
appointed, such Committee.

     3.3 "CAUSE" shall mean (i) the occurrence of any of the events set
forth in Section 11.1(i), (ii) or (iii), or (ii) the Optionee's having (A)
grossly neglected his or her assigned duties or (B) engaged in willful
misconduct resulting in, or reasonably likely to result in, material and
demonstrable damage to the Company, unless the Optionee is subject to the
terms of an employment agreement which includes a definition of "cause", in
which case such definition shall apply for purposes of the Plan.

     3.4 "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     3.5 "COMMITTEE" shall mean a committee of the Board of Directors, as
described in Section 1.2 of the Plan.

     3.6 "COMPANY" shall mean Citadel Broadcasting Corporation, a Delaware
corporation, and its subsidiaries, including any successor thereto by
merger, consolidation, acquisition of substantially all the assets thereof,
or otherwise.

     3.7 "CONSULTANT" shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Directors.

     3.8 "DATE OF GRANT" shall mean the date specified in the Notice, which
date shall be the later of (i) the date on which the Board of Directors
resolved to grant this option or (ii) the first day of the Optionee's
Service.

     3.9 "DIRECTOR" shall mean a member of the Board of Directors who is
not an Employee.

     3.10 "DISABILITY" shall mean that the Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment as determined by the Board of Directors in
its sole discretion.

     3.11 "EMPLOYEE" shall mean any individual who is a common-law employee
of the Company, a Parent or a Subsidiary.

     3.12 "FAIR MARKET VALUE" shall mean the fair market value of a Share,
as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.

     3.13 "FL & CO. COMPANIES" shall mean the collective reference to
Forstmann Little & Co. Equity Partnership-VI, L.P.. Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-VII, L.P.,
Forstmann Little & Co. Equity Partnership-VII, L.P., and Forstmann Little &
Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P.,
each a Delaware limited partnership.

     3.14 "ISO" shall mean an incentive stock option described in Section
422(b) of the Code.

     3.15 "LEGAL REPRESENTATIVE" shall mean the guardian, executor,
administrator or other legal representative of the Optionee. All references
herein to the Optionee shall be deemed to include references to the
Optionee's Legal Representative, if any, unless the context otherwise
requires.

     3.16 "NONSTATUTORY OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

     3.17 "OPTIONEE" shall mean the person named in the Notice.

     3.18 "OPTION PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in the Notice.

     3.19 "PARENT" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, if each
of the corporations other than the Corporation owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Parent on a date after the execution of this
Agreement shall be considered a Parent commencing as of such date.

     3.20 "PARTIAL SALE" shall mean any sale by the FL & Co. Companies of
all or a portion of their Shares to a Third Party, including through any
Public Offering, which sale is not a Total Sale.

     3.21 "PERMITTED TRANSFERS" shall have the meaning described in Section
12.1 of this Agreement.

     3.22 "PERSON" shall mean means an individual, a corporation, a
partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or
instrumentality thereof.

     3.23 "PLAN" shall mean the Citadel Broadcasting Corporation 2002
Long-Term Incentive Plan, as it may be amended or restated from time to
time.

     3.24 "PUBLIC OFFERING" shall mean a public offering of Shares
registered under the Securities Act.

     3.25 "PURCHASE PRICE" shall mean the Option Price multiplied by the
number of Shares with respect to which this option is being exercised.

     3.26 "RESTRICTED SHARE" shall mean a Share that is subject to a Right
of Repurchase.

     3.27 "RIGHT OF FIRST OFFER" shall mean the Company's right of first
offer described in Section 8.

     3.28 "RIGHT OF REPURCHASE" shall mean the Company's right of
repurchase described in Section 7.

     3.29 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

     3.30 "SERVICE" shall mean service as an Employee, Director or
Consultant.

     3.31 "SHARE" shall mean one share of Class A Common Stock, par value
$0.01 per share, of the Corporation. There shall be included within the
term Share any Common Stock now or hereafter authorized to be issued, and
any and all securities of any kind whatsoever of the Corporation which may
be issued after the date hereof in respect of, or in exchange for, shares
of Class A Common Stock.

     3.32 "STOCKHOLDER'S AGREEMENT" shall mean the Stockholder's Agreement
governing the rights, duties and obligations of present or former employees
of the Company with respect to Shares granted or sold to such Persons, or
issued pursuant to options granted or sold to such Persons, in such form as
is in use by the Corporation at the time of exercise of the option or any
part thereof or such other form which the Corporation elects to require the
Optionee to execute in connection with the Optionee's exercise of the
option. All references in any stock option agreement to sections of a
Stockholder's Agreement shall be to sections of the Stockholder's Agreement
in use by the Corporation on the effective date of the Plan or to the
corresponding sections of any Stockholder's Agreement in use by the Company
at the time of exercise of any option or which the Corporation elects to
require the Optionee to execute in connection with the Optionee's exercise
of the option.

     3.33 "SUBSIDIARY" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, if each of the corporations other than the last corporation in
the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the execution of this Agreement shall be
considered a Subsidiary commencing as of such date.

     3.34 "THIRD PARTY" shall mean any Person other than any of the FL &
Co. Companies or an Affiliate thereof or a partner of any of the FL & Co.
Companies or an Affiliate of such partner.

     3.35 "TOTAL SALE" shall mean any of the following events: (i) the
merger or consolidation of the Corporation with or into another corporation
(other than a merger or consolidation in which the Company is the surviving
corporation and which does not result in any capital reorganization or
reclassification or other change of the then outstanding Shares), or (ii)
the liquidation of the Corporation, or (iii) the sale to a Third Party of
all or substantially all of the assets of the Company pursuant to a plan of
liquidation or otherwise, or (iv) the sale to a Third Party of Shares
(other than through a Public Offering); in each case, provided that, as a
result thereof, the FL & Co. Companies, the direct and indirect partners of
any of the FL & Co. Companies and any Affiliates of any of the foregoing
cease to own, directly or indirectly, any shares of the voting stock of the
Corporation

     3.36 "TRANSFEREE" shall mean any person to whom the Optionee has
directly or indirectly transferred any Share acquired under this Agreement.

4. RIGHT TO EXERCISE.

     4.1 EXERCISABILITY. Subject to the conditions set forth in this
Agreement, all or part of this option may be exercised prior to its
expiration at the time or times set forth in the Notice or this Agreement.
To the extent the Notice permits, the Optionee may exercise this option to
purchase Shares for which the Optionee is not yet vested. If exercised for
Shares that have not yet vested, such Shares shall be subject to the Right
of Repurchase as described in Section 7.

     4.2 EXERCISE PERIOD. Prior to the completion of a Public Offering,
unless the Committee otherwise determines, the Optionee may exercise the
option (to the extent the option is exercisable pursuant to the Notice at
such time) only during the 60-day period following the date upon which the
Corporation delivers to the Optionee a certificate of the chief financial
officer or other senior executive officer of the Corporation stating that a
copy of the Corporation's consolidated financial statements for the
preceding fiscal year is available to the Optionee for his or her review at
the principal office of the Corporation or such other locations as the
Corporation shall specify (the "Annual Certificate"). The Corporation shall
use its best efforts to deliver the Annual Certificate within 30 days after
the consolidated financial statements referred to therein are completed.
Upon the completion of a Public Offering, the Corporation shall no longer
be required to deliver the Annual Certificate and the option may be
exercised (to the extent the option is exercisable pursuant to the Notice
at such time) at any time.

     4.3 EARLY VESTING UPON SALE OR OTHER EVENTS. If the Committee in its
discretion provides in the Notice for exercisability upon a Total Sale or
upon a Partial Sale, the Corporation shall give the Optionee 10 days'
notice (or, if not practicable, such shorter notice as may be practicable)
prior to the anticipated date of the consummation of a Total Sale or the
anticipated date of the consummation of a Partial Sale (the "Sale Notice").
Upon receipt of the Sale Notice, and for a period of five days thereafter
(or such shorter period as the Committee shall determine and provide in the
Notice), the Optionee shall be permitted to exercise the option to the
extent provided in this Section 4.3, whether or not the option was
otherwise so exercisable on the date the Sale Notice was given; provided,
that, in the event of a Total Sale or a Partial Sale in which the Optionee
would be required to participate pursuant to the Stockholder's Agreement
were the Optionee then a party to such agreement, the Corporation may
require the Optionee to exercise the option to the extent necessary to
enable the Optionee to participate therein or to forfeit the option (or
portion thereof, as applicable). Unless otherwise determined by the
Committee, in the case of a Total Sale, the option may be exercised in
whole or in part for up to the full amount of the Shares covered thereby
(less the number of Shares previously acquired by the Optionee upon
exercise of the option, if any). Unless otherwise determined by the
Committee, in the case of a Partial Sale, the option shall be exercised in
whole or in part, but not for more than the excess, if any, of (i) the
number of shares with respect to which the Optionee would be entitled to
participate in the Partial Sale pursuant to the Stockholder's Agreement,
over (ii) the number of Shares previously issued to the Optionee upon
exercise of the option and not disposed of in a prior Partial Sale. In the
event the Total Sale or Partial Sale is not consummated, the option will be
deemed not to have been exercised and shall be exercisable thereafter to
the extent it would have been exercisable if no such notice had been given.
In lieu of permitting or requiring the Optionee to exercise the option in
the event of a Total Sale, the Committee, in its sole discretion, may
instead cause the Corporation to redeem the unexercised portion of the
option pursuant to Section 9.2 hereof. In lieu of permitting the Optionee
to exercise the option in connection with a Public Offering of all or a
portion of the Shares owned by the FL & Co. Companies (an "FL Public
Offering"), the Corporation, at its option, may instead cause the option
and the underlying shares to be registered under applicable securities laws
or make other arrangements consistent with such laws, so as to permit the
Optionee to sell for a period of time after the FL Public Offering the same
number of Shares that he or she would have been able to sell in the FL
Public Offering but for this sentence.

     4.4 EXERCISE UPON MULTIPLE OPTION AGREEMENTS. Notwithstanding anything
herein to the contrary, if in connection with a Partial Sale, the Optionee
shall be entitled to acquire Shares pursuant to Section 4.3 hereof and
pursuant to the analogous provisions of one or more other stock option
agreements between the Optionee and the Corporation (any such agreement,
including this Agreement, an "Option Agreement"), then the Corporation
shall have the right, at its option, to designate the Option Agreement or
Option Agreements pursuant to which the Optionee may exercise options for
purposes of the Optionee's participation in the Partial Sale, provided that
in no event shall any such determination reduce the aggregate number of
shares that the Optionee would otherwise be entitled to sell in connection
with such Partial Sale.

     4.5 $100,000 LIMITATION. If this option is designated as an ISO in the
Notice, then the Optionee's right to exercise this option shall be deferred
to the extent (and only to the extent) that this option would not be
treated as an ISO solely by reason of the $100,000 annual limitation under
Section 422(d) of the Code, except that the Optionee's right to exercise
this option shall no longer be deferred if (i) the Corporation is subject
to a Change in Control before the Optionee's Service terminates, (ii) the
Corporation, or any surviving corporation, or its parent does not continue
this option, and (iii) any surviving corporation or its parent does not
assume this option or does not substitute an option with substantially the
same terms for this option.

5. EXERCISE PROCEDURE.

     5.1 NOTICE OF EXERCISE. The Optionee or the Optionee's Legal
Representative may exercise this option by giving written notice to the
Corporation specifying the election to exercise this option, the number of
Shares for which it is being exercised and the form of payment. Exhibit A
is an example of a "Notice of Exercise". The Notice of Exercise shall be
signed by the person exercising this option. In the event that this option
is being exercised by the Optionee's Legal Representative, the notice shall
be accompanied by proof (satisfactory to the Corporation) of the Legal
Representative's right to exercise this option. The Optionee or the
Optionee's Legal Representative shall deliver to the Corporation, at the
time of giving the notice, payment in a form permissible under Section 6
for the full amount of the Purchase Price.

     5.2 STOCKHOLDER'S AGREEMENT. As a condition to exercise this option,
the Optionee shall fully execute, and deliver together with the notice
provided for in Section 4.1, a Stockholder's Agreement (a copy of which, in
the form to be executed by the Optionee, will be supplied to the Optionee
upon request) and an undated stock power if required by the Stockholder's
Agreement.

     5.3 ISSUANCE OF SHARES. After receiving a proper notice of exercise, a
fully executed Stockholder's Agreement and the undated stock power, the
Corporation shall cause to be issued a certificate or certificates for the
Shares as to which this option has been exercised, registered in the name
of the person exercising this option (or in the names of such person and
his or her spouse as community property or as joint tenants with right of
survivorship). Not less than one hundred Shares may be purchased at any one
time upon any exercise of this option, unless the number of Shares so
purchased constitutes the total number of Shares then purchasable under
this option.

     5.4 SECTION 83(B) ELECTION. To the extent the Optionee is permitted by
the terms of the Notice to exercise a Nonstatutory Option for Shares that
are not vested, Section 83 of the Code provides that the Optionee is not
subject to federal income tax upon such exercise until the Right of
Repurchase with respect to the Shares purchased lapses. If the Optionee
chooses, the Optionee may make an election under Section 83(b) of the Code,
which would cause the Optionee to recognize income in the amount of the
excess (if any) of the Fair Market Value of the Shares acquired (determined
as of the date the Option is exercised) over the Purchase Price will be
subject to federal income tax. A Section 83(b) election must be filed with
the Internal Revenue Service within thirty (30) days after the date of
exercise -- even if no tax is payable because the Fair Market Value of the
Restricted Shares on the date of the Option is exercised equals the
Purchase Price paid. The form for making a Section 83(b) election is
attached as Exhibit C. The Optionee acknowledges that it is the Optionee's
sole responsibility to timely file the Section 83(b) election and that
failure to file a Section 83(b) election within the applicable thirty (30)
day period may result in the recognition of ordinary income when the Right
of Repurchase lapses.

     5.5 WITHHOLDING REQUIREMENTS. The Company may withhold any tax (or
other governmental obligation) as a result of the exercise of this option
and/or the filing of a Section 83(b) election, as a condition to the
exercise of this option, and the Optionee shall make arrangements
satisfactory to the Company to enable it to satisfy all such withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise
in connection with the vesting or disposition of Shares purchased by
exercising this option.

     5.6 PAYMENT FOR SHARES. Payment of the Purchase Price shall be made by
delivery to the Corporation of a certified or bank check payable to the
order of the Corporation or cash by wire transfer or other immediately
available funds to an account designated by the Corporation.

6. TERM AND EXPIRATION.

     6.1 BASIC TERM. Subject to earlier termination in accordance with this
Agreement, this option shall expire on the expiration date set forth in the
Notice.

     6.2 TERMINATION OF SERVICE. Except as may be agreed between the
Committee and the Optionee, if the Optionee's employment by the Company
shall have ceased for any reason whatsoever (including by reason of death,
permanent disability or adjudicated incompetency) ("Terminated" or a
"Termination"), irrespective of whether the Optionee receives, in
connection with the Termination, any severance or other payment from the
Company under any employment agreement or otherwise (such Optionee being
referred to herein as a "Terminated Optionee"), then , (i) to the extent
that the Option is not exercisable pursuant to the Notice at the date of
such Termination, this option shall terminate on and shall be of no further
force and effect from and after the date of such Termination, and (ii) to
the extent that the option is exercisable pursuant to the Notice at the
date of such Termination (the "Exercisable Portion of the Option"), the
Optionee shall have the right, at his or her option, to exercise the
Exercisable Portion of the Option in whole or in part one time at any time
within 60 days after the date of such Termination, but in no event after
the expiration of the term of the option, and, until exercised, the
Exercisable Portion of the Option shall continue to be subject to the terms
of this Agreement, including Section 4.3 hereof. If a Public Offering has
not been completed prior to the date of such Termination and the date of
such Termination does not fall within the 60-day exercise period set forth
in Section 4.2 hereof, then, for the 60-day exercise period provided for in
this Section 6.2, the Corporation shall make available to the Terminated
Optionee for his or her review at the principal office of the Corporation,
in addition to the most recent annual consolidated financial statements of
the Corporation then available, a copy of any quarterly consolidated
financial statements of the Corporation which have been prepared by the
Corporation and delivered to the lenders of the Corporation after the date
of such consolidated financial statements but on or prior to the date of
such Termination. To the extent that the Terminated Optionee does not
exercise the Exercisable Portion of the option within the 60-day exercise
period provided for in this Section 6.2, the unexercised portion of the
Exercisable Portion of the option shall terminate and shall be of no
further force and effect from and after the final date on which the
Terminated Optionee could have so exercised the Exercisable Portion of the
option.

     6.3 LEAVES OF ABSENCE. For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing or if
continued crediting of Service for such purpose is expressly required by
the terms of such leave or by applicable law (as determined by the
Company).

     6.4 NOTICE CONCERNING ISO TREATMENT. If this option is designated as
an ISO in the Notice, it ceases to qualify for favorable tax treatment as
an ISO to the extent it is exercised (i) more than three (3) months after
the date the Optionee ceases to be an Employee for any reason other than
death or permanent and total disability (as defined in Section 22(e)(3) of
the Code), (ii) more than twelve (12) months after the date the Optionee
ceases to be an Employee by reason of such permanent and total disability
or (iii) after the Optionee has been on a leave of absence for more than
ninety (90) days, unless the Optionee's reemployment rights are guaranteed
by statute or by contract.

7. RIGHT OF REPURCHASE.

     7.1 RIGHT OF REPURCHASE. To the extent this option is exercised for
Shares that are not vested, the Shares so acquired initially shall be
Restricted Shares and shall be subject to a right (but not an obligation)
of repurchase by the Corporation. The Optionee shall not transfer, assign,
encumber or otherwise dispose of any Restricted Shares, except pursuant to
Permitted Transfers. If the Optionee transfers any Restricted Shares, then
this Section 7 shall apply to the Transferee to the same extent as to the
Optionee.

     7.2 EXERCISE NOTICE. In the event the Corporation wishes to exercise
its Right of Repurchase, the Corporation shall provide the Optionee with
sixty (60) days prior written notice of its intent to exercise its right. A
sample Right of Repurchase Exercise Notice is attached hereto as Exhibit D.
Such notice shall contain the price per Share which shall be the repurchase
price, described in subsection (4) below, and all other terms and
conditions of the offer (including, without limitation, the proposed
consummation date of the repurchase). The repurchase price shall be paid in
cash or by canceling of indebtedness as the Corporation, in its sole
discretion, shall determine.

     7.3 LAPSE OF REPURCHASE RIGHT. The Right of Repurchase shall lapse
with respect to the Shares in accordance with the vesting schedule
described in the Notice. In addition, the Right of Repurchase shall lapse
and all of the remaining Restricted Shares shall become vested if (i) the
Corporation is subject to a Change in Control before the Optionee's Service
terminates and (ii) the Right of Repurchase is not assigned to the
successor entity that retains the Optionee's Service immediately after the
Change in Control or to such entity's parent or subsidiary.

     7.4 REPURCHASE PRICE. If the Corporation exercises the Right of
Repurchase, it shall pay the Optionee an amount for each of the Restricted
Shares being repurchased equal to the lower of (i) the Fair Market Value
for each Share or (ii) the Purchase Price.

     7.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
which are by reason of such transaction distributed with respect to any
Shares subject to this Section 7 into which such Shares thereby become
convertible shall immediately be subject to this Section 7.

     7.6 TERMINATION OF RIGHTS AS SHAREHOLDER. If the Corporation makes
available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 7, then after such time the person from whom
such Shares are to be purchased shall no longer have any rights as a holder
of such Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Shares shall be
deemed to have been purchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

8. RIGHT OF FIRST OFFER.

     8.1 RIGHT OF FIRST OFFER. Shares that have been acquired upon the
exercise of this option that are not Restricted Shares, shall in any event
be subject to a Right of First Offer. In the event that the Optionee wishes
to sell or otherwise dispose of any or all of such Shares or any interest
therein (other than a Permitted Transfer) or receives a bona fide offer to
purchase or otherwise acquire such Shares from any third party, such Right
of First Offer would apply. The Right of First Offer hereunder shall
terminate upon the consummation of a Public Offering.

     8.2 RIGHT OF FIRST OFFER NOTICE. If the Optionee desires to transfer
Shares, the Optionee shall provide the Corporation with a Right of First
Offer notice ("ROFO Notice") describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed
transfer price, the name and address of the proposed Transferee (if any)
and proof satisfactory to the Corporation that the proposed sale or
transfer will not violate any applicable federal or state securities laws.
A sample ROFO Notice is attached hereto as Exhibit E. The ROFO Notice shall
be signed both by the Optionee and in the case of an offer made by a
third-party by the proposed Transferee as well. The Corporation shall have
the right to purchase all, and not less than all, of the Shares that are
the subject of the ROFO Notice on the terms of the proposal described in
such notice (subject, however, to any change in such terms permitted under
Subsection (c) below) by delivery of a Notice of Exercise of the Right of
First Offer within thirty (30) days after the date when the ROFO Notice was
received by the Corporation. A sample Notice of Exercise of the Right of
First Offer is attached hereto as Exhibit F.

     8.3 LAPSE OF RIGHT OF FIRST OFFER. If the Corporation fails to
exercise its Right of First Offer within thirty (30) days after receipt of
the ROFO Notice, the Optionee may, not later than ninety (90) days
following the Corporation's receipt of the ROFO Notice, conclude the
transfer of the Shares subject to the ROFO Notice on the terms and
conditions described in such notice, provided that any such sale is made in
compliance with applicable federal and state securities laws and not in
violation of any other contractual restrictions to which the Optionee is
bound. Any proposed transfer on terms and conditions different from those
described in the ROFO Notice, as well as any subsequent proposed transfer
by the Optionee, shall again be subject to the Right of First Offer and
shall require compliance with the procedure described in Subsection (b)
above. If the Corporation exercises its Right of First Offer, the parties
shall consummate the sale of the Shares on the terms set forth in the ROFO
Notice within sixty (60) days after the date when the Corporation received
the ROFO Notice (or within such longer period as may have been specified in
the ROFO Notice); provided, however, that in the event the ROFO Notice
provided that payment for the Shares was to be made in a form other than
cash or cash equivalents paid at the time of transfer, the Corporation
shall have the option of paying for the Shares with cash or cash
equivalents equal to the present value of the consideration described in
the ROFO Notice.

     8.4 TERMINATION OF RIGHTS AS SHAREHOLDER. If the Corporation makes
available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in
accordance with this Section 8, then after such time the person from whom
such Shares are to be purchased shall no longer have any rights as a holder
of such Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Shares shall be
deemed to have been purchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

     8.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of the
declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than stock, a spin-off, a stock split, an
adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation's outstanding securities without receipt of
consideration, any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend)
which are by reason of such transaction distributed with respect to any
Shares subject to this Section 8 or into which such Shares thereby become
convertible shall immediately be subject to this Section 8.

9. TOTAL SALE.

     9.1 CONTINUATION OF PLAN. Upon the effective date of any Total Sale,
any unexercised portion of the option shall terminate unless provision
shall be made in writing in connection with such Total Sale for the
continuance of the Plan and such unexercised portion of the option or for
the assumption of such unexercised portion of the option by a successor to
the Corporation or for the substitution for such unexercised portion of the
option of new options covering shares of such successor with appropriate
adjustments as to number and kind of shares and prices of shares subject to
such new options, or unless the Committee shall authorize the redemption of
the unexercised portion of the option pursuant to Section 9.2 hereof. In
the event that provision in writing is made as aforesaid in connection with
a Total Sale, the unexercised portion of the option or the new options
substituted therefor shall continue in the manner and under the terms
provided in the Plan and this Agreement and in such writing.

     9.2 REDEMPTION IN CONNECTION WITH TOTAL SALE. In connection with a
Total Sale, the Committee may, in its sole discretion, authorize the
redemption of the unexercised portion of the option for a consideration per
Share issuable upon exercise of the unexercised portion of the option equal
to the excess of (i) the consideration payable in respect of a Share in
connection with such Total Sale, adjusted as if all outstanding options and
other rights to acquire equity interests in the Corporation had been
exercised prior to the consummation of such Total Sale and further adjusted
to take into account all other equity interests in the Corporation
(provided, however, that no adjustment shall be made with respect to any
option or other right to acquire equity interests in the Corporation if the
Option Price for such option or other right is greater than the
consideration that would be payable per Share in connection with such Total
Sale if the adjustment were not made), over (ii) the Option Price. Any
redemption pursuant to this Section 9.2 shall occur simultaneously with the
occurrence of the Total Sale.

     9.3 ALLOCABLE SHARE OF EXPENSES. In the event of a redemption pursuant
to Section 9.2 hereof, the Optionee shall be responsible for and shall be
obligated to pay a proportionate amount (determined as if the Optionee were
a holder of the number of Shares of which would have been issuable upon
exercise of the portion of the option redeemed pursuant to Section 9.2
hereof) of the expenses, liabilities and obligations incurred or to be
incurred by the stockholders of the Corporation in connection with such
Total Sale (including, without limitation, the fees and expenses of
investment bankers, legal counsel and other outside advisors and experts
retained by or on behalf of the stockholders of the Corporation in
connection with such Total Sale, amounts payable in respect of
indemnification claims, amounts paid into escrow and amounts payable in
respect of post-closing adjustments to the purchase price) ("Expenses of
Sale").

     9.4 POWER OF ATTORNEY. The Optionee hereby irrevocably appoints the FL
& Co. Companies, and each of them (individually and collectively, the
"Representative"), the Optionee's true and lawful agent and
attorney-in-fact, with full powers of substitution, to act in the
Optionee's name, place and stead, to do or refrain from doing all such acts
and things, and to execute and deliver all such documents, in connection
with this Agreement or the option as the Representative shall deem
necessary or appropriate in connection with any Total Sale, including,
without in any way limiting the generality of the foregoing, to receive on
behalf of the Optionee any payments made in respect of the unexercised
portion of the option (including payments made in connection with any
redemption) in connection with any Total Sale, to hold back from any such
payments any amount which the Representative deems necessary to reserve
against the Optionee's share of any Expenses of Sale, and to engage in any
acts in which the Representative is authorized by and on behalf of the
holders of any of the Corporation's capital stock to engage in connection
with the Total Sale. The Optionee hereby ratifies and confirms all that the
Representative shall do or cause to be done by virtue of its appointment as
the Optionee's Representative.

     In acting for the Optionee pursuant to the appointment set forth in
this Section 9.4, the Representative shall not be responsible to the
Optionee for any loss or damage the Optionee may suffer by reason of the
performance by the Representative of its duties under this Agreement,
except for loss or damage arising from willful violation of law or gross
negligence in the performance of its duties hereunder. The appointment of
the Representative shall be deemed coupled with an interest and shall be
irrevocable, and any Person dealing with the Representative may
conclusively and absolutely rely, without inquiry, upon any act of the
Representative as the act of the Optionee in all matters referred to in
this Section 9.4.

     Notwithstanding the foregoing, this power of attorney does not empower
the Representative to exercise the option on behalf of the Optionee.

10. LEGALITY OF INITIAL ISSUANCE.

     No Shares shall be issued upon the exercise of this option unless and
until the Corporation has determined that:

          (i) The Corporation and the Optionee have taken any actions
required to register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof;

          (ii) Any applicable listing requirement of any stock exchange or
other securities market on which Stock is listed has been satisfied; and

          (iii) Any other applicable provision of state or federal law has
been satisfied.

11. PROHIBITED ACTIVITIES.

     11.1 PROHIBITION. The Optionee agrees that (i) the Optionee will not
at any time during the Optionee's employment (other than in the course of
such employment) with the Company or any Affiliate thereof, or after a
Termination, disclose or furnish to any other Person or use for the
Optionee's own or any other Person's account any Confidential or
Proprietary Information, (ii) if the Optionee is Terminated, the Optionee
will not for three years following such Termination directly or indirectly
solicit for employment, including without limitation recommending to any
subsequent employer the solicitation for employment of, any employee of the
Company or any Affiliate thereof, (iii) the Optionee will not at any time
during the Optionee's employment with the Company or any Affiliate thereof
or after a Termination publish or make any disparaging statements about the
Company, any Affiliate or any of their directors, officers or employees,
under circumstances where it is reasonably foreseeable that the statements
will be made public (a disparaging statement is a communication which, if
made public, would tend to malign the business or reputation of the Person
about whom such statement is made), and (iv) the Optionee will not breach
the provisions of Section 2 hereof (any activity prohibited by clause (i),
(ii), (iii) or (iv) of this Section 11.1 being referred to as a "Prohibited
Activity").

"Confidential or Proprietary Information" shall mean any non-public
information about the Company or any Affiliate thereof which was acquired
during the Optionee's employment with the Company or any Affiliate thereof
and which has or is reasonably likely to have competitive value to the
Company or any Affiliate thereof.

     11.2 RIGHT TO TERMINATE OPTION. The Optionee understands and agrees
that the Corporation is granting to the Optionee an option to purchase
Shares hereunder to reward the Optionee for the Optionee's future efforts
and loyalty to the Company and its Affiliates by giving the Optionee the
opportunity to participate in the potential future appreciation of the
Corporation. Accordingly, if, at any time during which any portion of the
Option (including the Exercisable Portion of the Option) is outstanding,
(i) the Optionee engages in any Prohibited Activity or any act otherwise
constituting Cause, or (ii) the Optionee engages in any Competitive
Activity (as hereinafter defined), or (iii) the Optionee is convicted of a
crime against the Company or any of its Affiliates, then, in addition to
any other rights and remedies available to the Company, the Company shall
be entitled, at its option, to terminate the option (including the
Exercisable Portion of the option), or any unexercised portion thereof,
which shall then be of no further force and effect.

"Competitor" shall mean any Person that is engaged in owning, operating or
acquiring directly or indirectly (through a corporation, trust, partnership
or other Person) a Radio Broadcasting Business that operates in the same
market as and competes directly or indirectly with a Radio Broadcasting
Business which, at the time the Optionee is Terminated, is owned or
operated by the Corporation or any of its Subsidiaries or which the
Corporation or any of its Subsidiaries intends to own, operate or acquire
(which intention was disclosed to the Optionee prior to or in connection
with his or her Termination). The determination as to whether or not any
Radio Broadcasting Business competes directly or indirectly with the
Corporation or any of its Subsidiaries shall be made by the Corporation in
its reasonable discretion.

"Competitive Activity" shall mean engaging in any of the following
activities: (i) serving as a director of any Competitor; (ii) directly or
indirectly (A) controlling any Competitor or (B) owning any equity or debt
interests in any Competitor (other than equity or debt interests which are
publicly traded and do not exceed 2% of the particular class of interests
then outstanding) (it being understood that, if any such interests in any
Competitor are owned by an investment vehicle or other entity in which the
Optionee owns an equity interest, a portion of the interests in such
Competitor owned by such entity shall be attributed to the Optionee, such
portion determined by applying the percentage of the equity interest in
such entity owned by the Optionee to the interests in such Competitor owned
by such entity); (iii) directly or indirectly soliciting, diverting, taking
away, appropriating or otherwise interfering with any of the customers or
suppliers of the Company or any Affiliate of the Company; or (iv)
employment by (including serving as an officer or director of), or
providing consulting services to, any Competitor; provided, however, that
if the Competitor has more than one discrete and readily distinguishable
part of its business, employment by or providing consulting services to any
Competitor shall be Competitive Activity only if (X) his or her employment
duties are at or involving the part of the Competitor's business that
competes with any of the businesses conducted by the Corporation or any of
its Subsidiaries (the "Competing Operations"), including serving in a
capacity where any Person at the Competing Operations reports to the
Optionee, or (Y) the consulting services are provided to or involve the
Competing Operations. For purposes of this definition, the term "Control"
means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of any Competitor,
whether through the ownership of equity or debt interests, by contract or
otherwise.

"Radio Broadcasting Business" shall mean any business which (i) owns or
operates one or more radio stations or (ii) owns or operates any internet
or digital audio broadcasting business if such business also owns or
operates, or is Affiliated with an owner or operator of, one or more radio
stations.

12. RESTRICTIONS ON TRANSFER.

     12.1 PERMITTED TRANSFERS. Until a Public Offering has occurred, none
of the Shares acquired pursuant to this Option shall be transferable other
than in any of the following "Permitted Transfers": (i) a transfer by
beneficiary designation, will or intestate succession or (ii) a transfer to
the Optionee's spouse, children or grandchildren (or their issue) or to a
trust established by the Optionee for the benefit of the Optionee or the
Optionee's spouse, children or grandchildren (or their issue), provided in
either case that the Transferee agrees in writing on a form prescribed by
the Corporation to be bound by all provisions of this Agreement. Section
8.1 shall not apply to any of the foregoing Permitted Transfers. If the
Optionee transfers any Shares acquired under this Agreement, either under
this subsection or after the Corporation has failed to exercise the Right
of First Offer, then such rights shall be applicable to the Transferee to
the same extent as to the Optionee.

     12.2 SECURITIES LAW RESTRICTIONS. Regardless of whether the offering
and sale of Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Corporation at its discretion may impose restrictions upon the
sale, pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Corporation, such
restrictions are necessary or desirable in order to achieve compliance with
the Securities Act or the securities laws of any state or any other law.

     12.3 MARKET STAND-OFF. Except as provided in the Stockholder's
Agreement, in connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Corporation's
initial Public Offering, the Optionee shall not directly or indirectly
sell, make any short sale of, loan, hypothecate, pledge, offer, grant or
sell any option or other contract for the purchase of, purchase any option
or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any
Shares acquired under this Agreement without the prior written consent of
the Corporation or its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time following the date
of the final prospectus for the offering as may be requested by the
Corporation or such underwriters. In no event, however, shall such period
exceed one hundred eighty (180) days. The Market Stand-Off shall in any
event terminate two (2) years after the date of the Corporation's initial
Public Offering. In the event of the declaration of a stock dividend, a
spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Corporation's
outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such
transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the
Market Stand-Off, the Corporation may impose stop-transfer instructions
with respect to the Shares acquired under this Agreement until the end of
the applicable stand-off period. The Corporation's underwriters shall be
beneficiaries of the agreement set forth in this subsection 12.3. This
subsection 12.3 shall not apply to Shares registered in the public offering
under the Securities Act, and the Optionee shall be subject to this
subsection (3) only if the directors and officers of the Corporation are
subject to similar arrangements.

     12.4 OPTIONEE UNDERTAKING. The Optionee agrees to take whatever
additional action and execute whatever additional documents the Corporation
may deem necessary or advisable to carry out or effect one or more of the
obligations or restrictions imposed on either the Optionee or upon the
Restricted Shares pursuant to the provisions of this Agreement.

     12.5 INVESTMENT INTENT. The Optionee represents and agrees that as of
the Date of Grant, the Shares to be acquired upon exercising this option
will be acquired for investment, and not with a view to the sale or
distribution thereof. If the sale of Shares under the Plan is not
registered under the Securities Act but an exemption is available which
requires an investment representation or other representation, the Optionee
shall represent and agree at the time of exercise that the Shares being
acquired upon exercising this option are being acquired for investment, and
not with a view to the sale or distribution thereof, and shall make such
other representations as are deemed necessary or appropriate by the
Corporation and its counsel.

13. ADJUSTMENT OF SHARES.

     If there is any change in the stock subject to the Option or in the
corporate structure of the Corporation, through merger, consolidation,
division, share exchange, combination, reorganization, recapitalization,
stock dividend, stock split, spinoff, split up, extraordinary dividend,
dividend in kind or other similar change in the corporate structure or
distribution to shareholders, a reclassification, or any similar
occurrence, the terms of this option (including, without limitation, the
number and kind of Shares subject to this option and the Option Price)
shall be adjusted by the Committee. The Committee's adjustment shall be
final and binding for all purposes of the Plan and this Agreement.

14. MISCELLANEOUS PROVISIONS.

     14.1 RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
Legal Representative shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Shares subject to this option
until: (i) the option shall have been exercised in accordance with the
terms of this Agreement and the Optionee shall have paid the full purchase
price for the number of shares in respect of which the option was exercised
and any withholding taxes due, (ii) the Optionee shall have delivered a
fully executed Stockholder's Agreement and undated stock power to the
Corporation, (iii) the Corporation shall have issued the Shares to the
Optionee, and (iv) the Optionee's name shall have been entered as a
stockholder of record on the books of the Corporation. Upon the occurrence
of all of the foregoing events, the Optionee shall have full ownership
rights with respect to such shares, subject to the provisions of any
applicable Stockholder's Agreement.

     14.2 NO RETENTION RIGHTS. Nothing in this option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or
retaining the Optionee) or of the Optionee, which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and
for any reason, with or without Cause.

     14.3 NOTIFICATION. All notices and other communications hereunder
shall be in writing and unless otherwise provided herein, shall be deemed
to have been given when received by the party to whom such notice is to be
given at its address set forth below, or such other address for the party
as shall be specified by notice given pursuant hereto: If to the
Corporation, to:

                         Citadel Broadcasting Corporation
                         City Center West, Suite 400
                         7401 West Lake Mead Boulevard
                         Las Vegas, Nevada  89128
                         Attention:  Treasurer

If to the Optionee or the Optionee's Legal Representative, to such Person
at the address as reflected in the records of the Corporation.

     14.4 ENTIRE AGREEMENT. This Agreement and the Plan and, upon execution
thereof, the Stockholder's Agreement, constitute the entire agreement, and
supersede all prior agreements and understandings, oral and written,
between the parties hereto with respect to the option granted hereby.

     14.5 MODIFICATION OF AGREEMENT. This Agreement may be modified,
amended or supplemented by written agreement of the parties hereto;
provided, that the Corporation may modify, amend or supplement this
Agreement in a writing signed by the Corporation without any further action
by the Optionee if such modification, amendment or supplement does not
adversely affect the Optionee's rights hereunder.

     14.6 SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of this Agreement, including that provision,
in any other jurisdiction. If any provision of this Agreement is held
unlawful or unenforceable in any respect, such provision shall be revised
or applied in a manner that renders it lawful and enforceable to the
fullest extent possible.

     14.7 WAIVER. The failure of the Corporation in any instance to
exercise the Right of Repurchase or the Right of First Offer shall not
constitute a waiver of any other repurchase rights and/or rights of first
offer that may subsequently arise under the provisions of this Agreement or
any other agreement between the Corporation and the Optionee. No waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition whether of like or different
nature.

     14.8 ASSIGNMENT. The Corporation may assign the Right of Repurchase
and/or the Right of First Offer to any person or entity selected by the
Board of Directors, including, without limitation, one or more shareholders
of the Corporation.

     14.9 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon the Optionee, the Optionee's assigns and
the Legal Representatives, heirs and legatees of the Optionee's estate,
whether or not any such person shall have become a party to this Agreement
and have agreed in writing to be join herein and be bound by the terms
hereof. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Optionee without the prior
written consent of the Corporation. In addition, each of the FL & Co.
Companies shall be a third party beneficiary of this Agreement and shall be
entitled directly to enforce this Agreement.

     14.10 HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or
construction of any provision hereof.

     14.11 RESOLUTION OF DISPUTES. Any dispute or disagreement which may
arise under, or as a result of, or which may in any way relate to, the
interpretation, construction or application of this Agreement shall be
determined by the Committee, in good faith, whose determination shall be
final, binding and conclusive for all purposes.

     14.12 SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
will be no adequate remedy at law for a violation of any of the provisions
of this Agreement and that, in addition to any other remedies which may be
available, all of the provisions of this Agreement shall be specifically
enforceable in accordance with their respective terms.

     14.13 CONSENT TO JURISDICTION. Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of New York and of the United States of America, in
each case located in the County of New York, for any actions, suits or
proceedings arising out of or relating to this Agreement, the Option or the
Plan and the transactions contemplated hereby and thereby ("Litigation")
(and agrees not to commence any Litigation except in any such court), and
further agrees that service of process, summons, notice or document by U.S.
registered mail to such party's respective address set forth in Section
13(c) hereof shall be effective service of process for any Litigation
brought against such party in any such court. Each party hereby irrevocably
and unconditionally waives any objection to the laying of venue of any
Litigation in the courts of the State of New York or of the United States
of America, in each case located in the County of New York, and hereby
further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any Litigation brought in any such court has
been brought in an inconvenient forum.
EXHIBIT A

                         SAMPLE NOTICE OF EXERCISE

Citadel Broadcasting Corporation
[ADDRESS]

Attn:  Corporate Secretary

To the Corporate Secretary:

I hereby exercise my stock option granted under the Citadel Broadcasting
Corporation 2002 Long-Term Incentive Plan (the "Plan") and notify you of my
desire to purchase the shares that have been offered pursuant to the Plan
and related Option Agreement as described below.

I shall pay for the shares by delivery of a check payable to Citadel
Broadcasting Corporation (the "Corporation") in the amount described below
in full payment for such shares plus all amounts required to be withheld by
the Corporation under state federal or local law as a result of such
exercise or shall provide such documentation as is satisfactory to the
Corporation demonstrating that I am exempt from any withholding
requirement.

This notice of exercise is delivered this ___ day of ___________________
(month) ____(year).

------------------------- ----------------------- ----------------------- -----
No. Shares to be          Type of Option          Option Price            Total
Acquired
------------------------- ----------------------- ----------------------- -----
                          Nonstatutory
------------------------- ----------------------- ----------------------- -----
                          Incentive
------------------------- ----------------------- ----------------------- -----
Estimated Withholding     Nonstatutory only
------------------------- ----------------------- ----------------------- -----
                                                  AMOUNT PAID
------------------------- ----------------------- ----------------------- -----

                                         Very truly yours,

                                         ----------------------
                                         Signature of Optionee

                                         Optionee's Name and Mailing Address
                                         ----------------------
                                         ----------------------
                                         ----------------------

                                         Optionee's Social Security Number

                                         ----------------------
EXHIBIT B

                                STOCK POWER

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto Citadel Broadcasting Corporation (the "Corporation"),
_________________ (_____) shares of the Common Stock, par value $0.01 per
share, of the Corporation standing in his/her/their/its name on the books
of the Corporation represented by Certificate No. ________________ herewith
and do(es) hereby irrevocably constitute and appoint
________________________ his/her/their/its attorney-in-fact, with full
power of substitution, to transfer such shares on the books of the
Corporation.

Dated:  __________________         Signature: _________________________________

                                   Print Name and Mailing Address

                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------

INSTRUCTIONS:  Please do not fill in any blanks other than the signature
               line and printed name and mailing address. Please print your
               name exactly as you would like your name to appear on the
               issued stock certificate. The purpose of this assignment is
               to enable the Corporation to exercise the Repurchase Right
               without requiring additional signatures on your part.
EXHIBIT C

                           SECTION 83(b) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

(1)     The taxpayer who performed the services is:

        Name:
                                ----------------------------------------
        Address:
                                ----------------------------------------

                                ----------------------------------------

        Social Security Number:
                                ----------------------------------------

(2)     The property with respect to which the election is being made is
        _________ shares of the Common Stock, par value $0.01 per share, of
        Citadel Broadcasting Corporation.

(3)     The property was issued on _________________.

(4)     The taxable year in which the election is being made is the
        calendar year ___________.

(5)     The property is subject to a right of repurchase pursuant to which
        the issuer has the right to acquire the property at the lower of
        fair market value or the original purchase price, at any time prior
        to the vesting date. The issuer's repurchase right lapses in a
        series of installments over a _____________-year period ending on
        ____________________, 200__.

(6)     The fair market value at the time of transfer (determined without
        regard to any restriction other than a restriction which by its
        terms will never lapse) is $___________ per share.

(7)     The amount paid for such property is $__________ per share.

(8)     A copy of this statement was furnished to the Company for whom
        taxpayer rendered the services underlying the transfer of property.

(9)     This statement is executed on __________________________________.

------------------------------              -----------------------------------
Spouse (if any)                             Taxpayer

This election must be filed with the Internal Revenue Service Center with
which taxpayer files his or her Federal income tax returns and must be made
within thirty (30) days after the execution date of the Notice of Exercise.
This filing should be made by registered or certified mail, return receipt
requested. You should retain two (2) copies of the completed form for
filing with your Federal and state tax returns for the current tax year and
an additional copy for your records.
EXHIBIT D

                            RIGHT OF REPURCHASE
                              EXERCISE NOTICE

                                                                 [Date]

               Re:    Exercise of Right of Repurchase

Dear Optionee:

The Corporation wishes to exercise its Right of Repurchase under the
Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan ("Plan") and
buy back from you shares of common stock of the Corporation that you
acquired upon the exercise of one or more stock options granted to you
pursuant to the Plan under the terms described below:
--------------------- ------------------ ------------------ ------------------ ------------------
Date of Initial       Shares to be       FMV of one Share   Purchase Price     Repurchase Price
Option Grant          Repurchased                           per Share
--------------------- ------------------ ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------ ------------------

--------------------- ------------------ ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------ ------------------
                                                            TOTAL
--------------------- ------------------ ------------------ ------------------ ------------------
Other Terms
-----------

Shares shall be repurchased on [insert date]. The Corporation shall pay the
repurchase price to you by delivery of payment by check on or within two
(2) days following such date. Once the payment is made available to you,
you shall no longer be considered a shareholder with respect to those
shares.

*     *     *

Should you have any additional questions, please contact [insert contact
person and contact information].

Very truly yours,
EXHIBIT E

                        RIGHT OF FIRST OFFER NOTICE

                                                                 [Date]

Citadel Broadcasting Corporation
[insert address and contact information]

               Re:    Right of First Offer

Dear [Contact Person]:

This Right of First Offer Notice is prepared in accordance with the terms
of the Citadel Broadcasting Corporation 2002 Long-Term Incentive Plan (the
"Plan").

1.      Offer  (only items checked below apply)
        -----

______         I have received a firm offer to purchase (or I intend to
               transfer) shares of Class A Common Stock of Citadel
               Broadcasting Corporation ("Common Stock") that I acquired
               upon the exercise of one or more stock options granted
               pursuant to the Plan in accordance with the terms described
               below:
------------------------- ----------------------- ----------------------- -----------------------
No. Shares to Be          Price per Share         Form of Payment         Date of Sale
Sold/Transferred
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
______         I intend to offer for sale (or otherwise transfer) shares of
               Common Stock that I acquired upon the exercise of one or more
               stock options granted pursuant to the Plan in accordance with
               the terms described below:
------------------------- ----------------------- ----------------------- -----------------------
No. Shares to Be          Price per Share         Form of Payment         Date of Sale
Sold/Transferred
------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
------------------------- ----------------------- ----------------------- -----------------------

------------------------- ----------------------- ----------------------- -----------------------
2.      Proposed Transferee
        -------------------

The name, address and contact information of the proposed transferee are as
follows:

Name of Proposed Transferee:
                                       ----------------------------------------

Corporation (if different then above):
                                       ----------------------------------------

Address:
                                       ----------------------------------------

                                       ----------------------------------------
Contact Person:
                                       ----------------------------------------
Contact Phone Number:
                                       ----------------------------------------

3.      Representations of Proposed Transferor

a.      I certify that the statements made by me in this notice are true
        and correct as of the date of this notice.

b.      To the best of my knowledge, the proposed sale or transfer of my
        shares of Common Stock as described in this will not violate any
        applicable federal or state securities laws. If requested by the
        Corporation, I will submit a letter to that effect prior to the
        proposed transfer prepared by an attorney familiar with relevant
        securities laws, who is reasonably satisfactory to the Corporation.

c.      I acknowledge and agree that any proposed transfer on terms and
        conditions different from those described in this notice shall
        again be subject to the Corporation's Right of First Offer and
        shall require a submission of an additional Right of First Offer
        Notice.

d.      I acknowledge and agree that if the Corporation elects to exercise
        its Right of First Offer, once it makes available the purchase
        price for those shares, I shall no longer be considered a
        shareholder with respect to those shares.

Very truly yours,

[Signature of Proposed Transferor]

Acknowledgment of Proposed Transferee

I have reviewed the terms of this Right of First Offer Notice and agree
that I have made a firm offer or intend to accept transfer of shares of
Common Stock in accordance with the terms described in this notice.

Proposed Transferee:
                                    ---------------------------------
By:
                                    ---------------------------------
EXHIBIT F

                            RIGHT OF FIRST OFFER
                              EXERCISE NOTICE

                                                                 [Date]

               Re:    Exercise of Right of First Offer

Dear Proposed Transferee:

The Corporation wishes to exercise its Right of First Offer under the
Citadel Broadcasting Corporation, 2002 Long-Term Incentive Plan (the
"Plan") and buy back from you shares of Class A Common Stock that you
acquired upon the exercise of one or more stock options granted pursuant to
the Plan. Payment will be made in accordance with the terms contained in
your Right of First Offer Notice dated [insert date] [except that payment
will be made entirely in cash]. The purchase shall be made on [insert date
that is no later than 30 days later than the ROFO Notice Date or, if later,
the proposed date of sale in the Notice].

*     *     *

Should you have any additional questions, please contact [insert contact
person and contact information].

Very truly yours,
Exhibit 5

          [Letterhead of Fried, Frank, Harris, Shriver & Jacobson
            (a partnership including professional corporations)]

October 17, 2003
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

         Re:   Citadel Broadcasting Corporation
               Registration Statement of Form S-8

Ladies and Gentlemen:

        We have acted as special counsel to Citadel Broadcasting
Corporation (the "Company") in connection with the preparation of the
Company's registration statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended. The Registration Statement covers
5,000,000 shares (the "Shares") of the common stock of the Company, par
value $0.01 per share, offered under the Company's 2002 Long-Term Incentive
Plan (the "Plan"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated,
and we express no opinion with respect to the subject matter or accuracy of
such assumptions or items relied upon.

        In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company and others as we have deemed necessary or
appropriate for the purposes of this opinion. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents,
the genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified copies of
all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, representations and
warranties contained in documents and certificates and oral or written
statements and other information of or from representatives of the Company
and others and assume compliance on the part of all parties to the
documents with their covenants and agreements contained therein. We also
have assumed that any future changes to the terms and conditions of the
Plan will be duly authorized by the Company and will comply with all
applicable laws.

        Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares, when issued and paid for (with the consideration received by
the Company being not less than the par value thereof) in accordance with
the provisions of the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.

        The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware (the "GCLD"), and applicable provisions of the
Constitution of the State of Delaware, in each case as currently in effect,
and the reported judicial decisions interpreting the GCLD and the Delaware
Constitution.

        The opinion expressed herein is given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws
change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after the date hereof or for any other
reason.

        We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.

                                      Very truly yours,

                                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON

                                      /s/ David C. Golay
                                      ----------------------------------------
                                      By:   David C. Golay
Exhibit 23.2

The Board of Directors
Citadel Broadcasting Corporation

We consent to the incorporation by reference in the registration statement on
Form S-8 of Citadel Broadcasting Corporation of our report dated February 23,
2001, with respect to the consolidated statements of operations, stockholders'
equity, and cash flows of Citadel Communications Corporation and subsidiary for
the year ended December 31, 2000, which report appears in the Form S-1 of
Citadel Broadcasting Corporation Filed on August 1, 2003.

/s/ KPMG LLP

Phoenix, Arizona
October 13, 2003
Exhibit 23.3

We consent to the incorporation by reference in this Registration Statement
of Citadel Broadcasting Corporation on Form S-8 of our report dated
February 12, 2003, except for Note 18, as to which the date is July 16,
2003 (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets and an
explanatory paragraph relating to the restatement described in Note 18)
appearing in Registration Statement No. 333-89844 of Citadel Broadcasting
Corporation on Form S-1 under the Securities Act of 1933.

/s/ Deloitte & Touche LLP

Los Angeles, California
October 13, 2003