NATIONAL RESEARCH CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT
(Officers)

         THIS AGREEMENT, made and entered into as of this ____ day of _________, 20__ (the “Grant Date”), by and between NATIONAL RESEARCH CORPORATION, a Wisconsin corporation (the “Company”), and _____________ (the “Optionee”).

W I T N E S S E T H :

         WHEREAS, the Company has adopted the National Research Corporation 2001 Equity Incentive Plan (the “Plan”) to permit options to purchase shares of the Company’s common stock, $.001 par value (“Common Stock”), to be granted to employees of the Company and its Affiliates.

         WHEREAS, the Optionee is employed by the Company in a key capacity and the Company desires him or her to remain in such employ and to secure or increase his or her stock ownership in the Company in order to increase his or her incentive and personal interest in the welfare of the Company; and

         WHEREAS, the option granted under this Agreement is not intended to constitute an incentive stock option (“Nonqualified Stock Option”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

         NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

        1.     Grant . Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Optionee a Nonqualified Stock Option to purchase from the Company all, or any part, of the aggregate number of shares of Common Stock set forth on the signature page hereof (hereinafter referred to as the “Optioned Shares,” and the option to purchase the Optioned Shares referred to as the “Option”).

        2.     Option Price . The price to be paid for the Optioned Shares shall be the closing price per share of Common Stock on the Grant Date as reported on the Nasdaq National Market, which has been determined by the Committee to be not less than 100% of the fair market value of such stock on the Grant Date.

        3.     Term . Subject to the provisions of paragraph 6, the Option shall expire on the date ten years after the Grant Date and shall not be exercisable thereafter.

        4.     Time of Exercise . Except as otherwise provided herein, the Option shall fully vest and become fully exercisable on the date five years after the Grant Date.

        5.     Manner of Exercise and Payment . After the Option has vested, the Optionee may, subject to the limitations of this Agreement, exercise all or any portion of the Option by providing written notice to the Company of the Optionee’s intent to exercise the Option, delivered to the Secretary of the Company at its principal office, specifying the number of shares with respect to which the Option is being exercised, accompanied by payment for such shares: (a) in cash or its equivalent; (b) by tendering previously acquired shares of Common Stock that the Optionee has held for at least six months or has purchased on the market (valued at their fair market value on the exercise date as determined under procedures adopted by the Committee); (c) by any combination of (a) and (b); or (d) by delivery (including by facsimile) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares and deliver the sale or margin loan proceeds directly to the Company to pay for the Option price.

        6.     Termination of Employment .

            (a)     If the employment of Optionee terminates by reason of death or disability, as determined by the Committee, then, notwithstanding the provisions of paragraph 4, the Option shall be 100% vested on the date of termination of the Optionee’s employment, and the Optionee (or his or her personal representative) may exercise the Option or any portion thereof during the period of twelve (12) months after termination of the Optionee’s employment; provided, however, that the Option shall not be exercisable after it has expired pursuant to paragraph 3 hereof.

            (b)     If the employment of Optionee is terminated for any reason other than death or disability, the Option, if not then vested, shall immediately terminate. If the Options has vested pursuant to pa