NATIONAL RESEARCH CORPORATION
DIRECTOR STOCK PLAN
1. Purpose. The purpose of the National Research Corporation Director Stock Plan (the "Plan") is to promote
the best interests of National Research Corporation (the "Company") and its shareholders by providing a means
to attract and retain competent independent directors and to provide opportunities for additional stock ownership
by such directors which will further increase their proprietary interest in the Company and, consequently, their
identification with the interests of the shareholders of the Company.
2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of
the Company (the "Administrator"), subject to review by the Board of Directors (the "Board"). The Administrator
may adopt such rules and regulations for carrying out the Plan as it may deem proper and in the best interests of
the Company. The interpretation by the Board of any provision of the Plan or any related documents shall be
3. Stock Subject to the Plan. Subject to adjustment in accordance with the provisions of paragraph 7, the total
number of shares of common stock, $.001 par value, of the Company ("Common Stock"), available for issuance
under the Plan shall be 30,000. Shares of Common Stock to be delivered under the Plan shall be made available
from presently authorized but unissued Common Stock or authorized and issued shares of Common Stock
reacquired and held as treasury shares, or a combination thereof. In no event shall the Company be required to
issue fractional shares of Common Stock under the Plan. Whenever under the terms of the Plan a fractional share
of Common Stock would otherwise be required to be issued, there shall be paid in lieu thereof one full share of
4. Eligible Directors. Each member of the Board who is not an employee of the Company or any subsidiary of
the Company ("Outside Director") shall be eligible to receive shares of Common Stock under the Plan.
5. Director Grants.