NATIONAL RESEARCH CORPORATION

RESTRICTED STOCK AGREEMENT
(Executive 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 “Participant”).

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 awards of restricted 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 Participant 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.

         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 Participant the aggregate number of restricted shares of Common Stock set forth on the signature page hereof (hereinafter referred to as the “Restricted Shares”).

        2.     Restrictions on Transfer . The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the applicable restricted period (the “Restricted Period”) determined as follows: with respect to one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date one year after the Grant Date; with respect to an additional one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date two years after the Grant Date; with respect to an additional one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date three years after the Grant Date; provided that, in each case the Restricted Period shall terminate on the date the Participant is vested in the Restricted Shares pursuant to paragraph 3(a), if earlier.

        3.     Termination of Employment .

            (a)     If the employment of Participant terminates by reason of death or disability, as determined by the Committee prior to the end of any Restricted Period, then, notwithstanding the provisions of subparagraph (b), the Participant shall be 100% vested in the Restricted Shares on the date of termination of the Participant’s employment.

            (b)     If the employment of Participant is terminated for any reason other than death or disability prior to the end of a Restricted Period, then the Restricted Shares subject to that Restricted Period shall immediately be forfeited by Participant to the Company.

        4.     Rights as Shareholder . The Participant shall be entitled to receive any dividends paid with respect to the Restricted Shares t