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                            SAGA COMMUNICATIONS, INC.

                           1997 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN



                                    Section 1
                                      Title
                                      -----

         This Plan shall be known as the "Saga Communications, Inc. 1997
Non-Employee Director Stock Option Plan".


                                    Section 2
                                 Purpose of Plan
                                 ---------------

         2.1 PURPOSE. The purpose of the Saga Communications, Inc. 1997
Non-Employee Directors Stock Option Plan is to advance the interests of Saga
Communications, Inc. and its shareholders by providing a means to attract and
retain highly-qualified persons to serve as non-employee Directors, and to
promote ownership by non-employee Directors of a greater proprietary interest in
the Company, thereby aligning such Directors' interests more closely with the
interests of shareholders of the Company.

         2.2 EFFECTIVE DATE. This Plan shall become effective January 1, 1997,
subject to approval of the shareholders of the Company by the affirmative vote
of a majority of shares present, or represented, and entitled to vote on the
subject matter, at the next Annual Meeting of shareholders of the Company at
which a quorum is present or by a written consent of the holders of a majority
of the Company's then outstanding shares.



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                                    Section 3
                                   Definitions
                                   -----------

         3.1 "Board" means the Board of Directors of the Company.

         3.2 "Common Stock" means shares of Class A Common Stock, $.01 par
value, of the Company.

         3.3 "Company" means Saga Communications, Inc., a Delaware corporation.

         3.4 "Director" means a member of the Board who is not an employee of
the Company.

         3.5 "Exchange Act" means the Securities Exchange Act of 1934, as
amended. References to any provisions of the Exchange Act include rules and
regulations thereunder and successor provisions and rules thereto.

         3.6 "Fair Market Value" means the closing sales price for the Common
Stock on the American Stock Exchange on the last trading day of December
immediately preceding the date of the grant, or if there were no sales on such
date the closing sales price on the nearest day before the relevant date on the
American Stock Exchange.

         3.7 "Option" means any non-qualified stock option granted under the
Plan.

         3.8 "Option Agreement" means any written agreement pursuant to the Plan
between the Company and a Director regarding any Option.

         3.9 "Optionee" means a Director who has delivered to the Company a
signed Option Agreement.

         3.10 "Option Shares" means shares of Common Stock that are issued or
may be required to be issued upon exercise of an option and shares that are
issued thereafter with respect 


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to such shares, including shares issued by reason of a stock split,
consolidation, dividend, stock exchange, recapitalization, reclassification or
the like.

         3.11 "Plan" means this Saga Communications, Inc. 1997 Non-Employee
Director Stock Option Plan, as amended from time to time.

         3.12 "Retainer" means retainer and/or fees payable to a Director in his
or her capacity as a Director.

                                    Section 4
                                 Administration
                                 --------------

         4.1 ADMINISTRATION. This Plan shall be administered by the Board. The
grant of Options to purchase shares of Common Stock under this Plan and the
amount, price and nature of the awards shall be automatic as described in
Section 5. Subject to the provisions of this Plan, the Board, in its sole and
absolute discretion, is authorized to do all things necessary and or desirable
in connection with the administration of the Plan, including, without
limitation, (i) subject to Section 8 hereof, adopt, amend and rescind rules and
regulations relating to this Plan, and (ii) interpret and construe this Plan and
the terms and conditions of any Option granted hereunder. The Board's
determination of all matters referred to its discretion shall be final and
conclusive.

         4.2 BOARD DETERMINATIONS. No member of the Board nor any officer,
director, employee or agent of the Company shall be liable for any action or
determination made, or other action taken, in good faith with respect to the
Plan or any Option.


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                                    Section 5
                         Terms and Conditions of Options
                         -------------------------------

         5.1 AMOUNT OF GRANT. (a) On the last business day in January of each
year, each Director shall receive an Option in lieu of one hundred percent
(100%) of the Director's Retainer for the previous year. The number of shares of
Common Stock for which an Option granted pursuant to this section is exercisable
shall be equal to the amount of the Retainer divided by the Fair Market Value of
the Common Stock on the date of the grant minus $.01 per share.

         (b) In the event a Director resigns from, or otherwise is no longer a
member of, the Board prior to the applicable date of the grant, he or she shall
not be eligible to receive an Option but instead shall receive the Retainer.

         5.2 EXERCISE PRICE. The purchase price of Option Shares granted under
an Option shall be $.01 per share.

         5.3 VESTING. An Option shall vest and become exercisable immediately
upon its grant; provided, however, that any Option granted prior to the date of
shareholder approval of this Plan as referred to in Section 2.2 hereof shall not
vest and become exercisable until the date of such shareholder approval.

         5.4 MANNER OF EXERCISE. (a) Any Option shall be exercised by the holder
thereof by giving written notice, signed by such holder, to the Company stating
the number of Option Shares with respect to which the Option is being exercised,
accompanied by payment in full of the aggregate exercise price in cash or by
personal check payable to the Company. No Option may be exercised with respect
to any fractional share.

         (b) As promptly as administratively practicable following the receipt
of the exercise notice hereunder, the Company shall issue a stock certificate
registered in the name of the 



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Optionee exercising such Option, representing the number of shares of Common
Stock issued to such Optionee upon exercise of the Option.

         5.5 TERMINATION OR EXPIRATION. Each Option shall not be exercisable
more than ten (10) years from the date upon which it is granted.

         5.6 TRANSFERABILITY. Neither the Option nor any interest therein may be
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred
in any manner other than by will or the laws of descent and distribution. During
the recipient's lifetime, an Option may only be exercised by the Optionee or the
Optionee's guardian or legal representative.

         5.7 STOCK OPTION AGREEMENT. Each grant of an Option under this Plan
shall be evidenced by an agreement duly executed on behalf of the Company and
the Optionee, dated as of the applicable date of the grant. Each such agreement
shall set forth the number of Option Shares, the exercise price and the date
upon which the Option becomes exercisable, and shall incorporate by reference
the terms and conditions of this Plan.

                                    Section 6
                            Stock Subject to the Plan
                            -------------------------

         6.1 NUMBER OF SHARES. Subject to adjustment in accordance with the
provisions of Section 7 hereof, 100,000 shares of Common Stock shall be reserved
for issuance upon the exercise of Options granted under the Plan.

         6.2 AUTHORIZED SHARES. Any or all of the shares subject to Options
under the Plan may be authorized but unissued shares of Common Stock, or issued
shares of Common Stock that have been or shall have been reacquired by the
Company, as the Board shall from time to time determine.


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         6.3 TERMINATION OR EXPIRATION OF OPTIONS. If any Option shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares of Common Stock previously subject to the Option shall again be available
for the purposes of the Plan

                                    Section 7
                    Adjustments for Changes in Capitalization
                    -----------------------------------------

         7.1 CHANGE IN OUTSTANDING COMMON STOCK. If the outstanding securities
of the class then subject to this Plan are increased, decreased, changed into or
exchanged for a different number or kind of shares of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, upon proper authorization of the Board, an appropriate
and proportionate adjustment shall be made in the number and type of shares or
other securities or cash or other property that may be acquired pursuant to the
Options theretofore granted under this Plan and the maximum number and type of
shares or other securities that may be issued pursuant to Options thereafter
granted under this Plan.

       7.2 OPTION AGREEMENT. Each Option Agreement may contain such provisions
as the Board, in its discretion, shall determine to be appropriate for the
termination of, adjustment in or vesting or repurchase of shares and Options, in
the event of the dissolution or liquidation of the Company, or upon any
consolidation or merger involving the Company, or upon sale or transfer of all
or substantially all of the assets of the Company, or upon exchange by the
stockholders of the Corporation of 80% or more of the shares of the Company for
securities of another entity.

       7.3 NO PROHIBITION ON COMPANY. The existence of any Option shall not in
any way prevent the Company from engaging in any of the transactions described
in this Section 7, nor shall it confer any rights upon the holder of any such
Option to participate in any such 

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transaction, except those expressly conferred by the Plan and the Option
Agreement pursuant to which such Option shall have been granted.

         7.4 ASSUMPTION OF OPTION. Nothing contained in this Plan shall prevent
the assumption of an Option, or the substitution of a new option for an Option,
by any corporation, or the parent or subsidiary of any corporation, that becomes
the employer of an Optionee by reason of a merger, consolidation, acquisition,
reorganization or liquidation.

                                    Section 8
                      Amendment and Termination of the Plan
                      -------------------------------------

         8.1 TERMINATION. Unless the Plan shall have been terminated sooner, the
Plan shall terminate on, and no Option shall be granted after: (a) the later of
the tenth (10th) anniversary of: (i) the date upon or as of which the Plan is
adopted, or (ii) the date upon which the Plan is approved by the shareholders of
the Company; or (b) the date upon which the total number of shares set forth in
Section 6.1 of the Plan shall have been issued pursuant to the Plan.

         8.2 SHAREHOLDER AMENDMENT. The shareholders of the Company may
terminate, modify or amend the Plan at any time.

         8.3 BOARD AMENDMENT. The Board also may amend, modify or terminate this
Plan at any time and in any manner. However, no such amendment or termination
shall deprive the recipient of any Option theretofore granted under this Plan,
without the consent of the recipient, of any of his or her rights thereunder or
with respect thereto.

                                    Section 9
                            No Rights as Stockholder
                            ------------------------

         Neither the recipient of an Option under this Plan or an Optionee's
successor or successors in interest shall have rights as a stockholder of the
Company with respect to any 



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Option Shares until the date of issuance of a stock certificate for such shares
of Common Stock. Neither this Plan nor the granting of an Option hereunder, nor
any other action taken pursuant to this Plan shall constitute or be evidence of
any agreement or understanding, express or implied, that a director has a right
to continue as a director for any period of time or at any particular rate of
compensation.

                                   Section 10
                                  Governing Law
                                  -------------

         The Plan and all rights and obligations under this Plan shall be
construed in accordance with and covered by the laws of the State of Delaware.

         EXECUTED as of the 24th day of February, 1997.


                                             SAGA COMMUNICATIONS, INC.



                                             By: /s/ Edward K. Christian
                                                 -------------------------------




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