FORM OF AGREEMENT OF MERGER MERGING NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC. NEXSTAR BROADCASTING OF JOPLIN, INC. NEXSTAR BROADCASTING OF ERIE, INC. KBTV BROADCASTING INC. KFDX BROADCASTING INC. NEXSTAR BROADCASTING OF ROCHESTER, INC....

                                                                     Exhibit 2.2
                                                                     -----------

                           FORM OF AGREEMENT OF MERGER
                                     MERGING
             NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC.
                      NEXSTAR BROADCASTING OF JOPLIN, INC.
                       NEXSTAR BROADCASTING OF ERIE, INC.
                             KBTV BROADCASTING INC.
                             KFDX BROADCASTING INC.
                     NEXSTAR BROADCASTING OF ROCHESTER, INC.
                             KTAB BROADCASTING INC.
                               ERC HOLDINGS, INC.
                         NEXSTAR MIDWEST HOLDINGS, INC.
                     NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
                      NEXSTAR BROADCASTING OF PEORIA, INC.
                             KMID BROADCASTING INC.
                                       AND
                             KTAL BROADCASTING INC.
                          (each a Delaware corporation)
                                      INTO
                        NEXSTAR BROADCASTING GROUP, INC.
                            (a Delaware corporation)

         AGREEMENT OF MERGER adopted and approved by resolution on _______, 2003
by each of the Board of Directors of NEXSTAR BROADCASTING OF NORTHEASTERN
PENNSYLVANIA, INC., NEXSTAR BROADCASTING OF JOPLIN, INC., NEXSTAR BROADCASTING
OF ERIE, INC., KBTV BROADCASTING INC., KFDX BROADCASTING INC., NEXSTAR
BROADCASTING OF ROCHESTER, INC., KTAB BROADCASTING INC., ERC HOLDINGS, INC.,
NEXSTAR MIDWEST HOLDINGS, INC., NEXSTAR BROADCASTING OF CHAMPAIGN, INC., NEXSTAR
BROADCASTING OF PEORIA, INC., KMID BROADCASTING INC. AND KTAL BROADCASTING INC.,
each a business corporation duly incorporated in the State of Delaware
(collectively the "Merging Corporations"), and by resolution adopted and
approved on ______________, 2003 by the Board of Directors of NEXSTAR
BROADCASTING GROUP, INC., a corporation duly incorporated in the State of
Delaware ("Nexstar").

         WHEREAS, each of the Merging Corporations is a business corporation of
the State of Delaware with its registered office therein located at 0000
Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx Xxxxxx of New Castle;

         WHEREAS, Nexstar is a business corporation of the State of Delaware
with its registered office therein located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000,
Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle; and

         WHEREAS, each of the Merging Corporations and Nexstar and the
respective Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and their respective
stockholders to merge each of the Merging Corporations



with and into Nexstar pursuant to the provisions of the General Corporation Law
of the State of Delaware upon the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved by a resolution
adopted by the Board of Directors of each of the Merging Corporations and duly
approved by a resolution adopted by the Board of Directors of Nexstar, the
Agreement of Merger and the terms and conditions thereof and the mode of
carrying the same into effect, together with any provisions required or
permitted to be set forth therein, are hereby determined and agreed upon as
hereinafter in this Agreement set forth.

1.   Each of the Merging Corporations and Nexstar shall, pursuant to the
     provisions of the General Corporation Law of the State of Delaware, be
     merged with and into a single corporation, to wit, Nexstar, which shall be
     the surviving corporation from and after the effective time of the merger,
     and which is sometimes hereinafter referred to as the "surviving
     corporation", and which shall continue to exist as said surviving
     corporation under its present name pursuant to the provisions of the
     General Corporation Law of the State of Delaware. The separate existence of
     each of the Merging Corporations, which is hereinafter sometimes referred
     to as the "terminating corporations", shall cease at the said effective
     time in accordance with the provisions of said General Corporation Law of
     the State of Delaware.

2.   The Certificate of Incorporation of the surviving corporation, as now in
     force and effect, shall continue to be the Certificate of Incorporation of
     said surviving corporation and said Certificate of Incorporation shall
     continue in full force and effect until amended and changed in the manner
     prescribed by the provisions of the General Corporation Law of the State of
     Delaware.

3.   The present bylaws of the surviving corporation will be the bylaws of said
     surviving corporation and will continue in full force and effect until
     changed, altered, or amended as therein provided and in the manner
     prescribed by the provisions of the General Corporation Law of the State of
     Delaware.

4.   The directors and officers in office of the surviving corporation at the
     effective time of the merger shall be the members of the first Board of
     Directors and the first officers of the surviving corporation, all of whom
     shall hold their directorships and offices until the election and
     qualification of their respective successors or until their tenure is
     otherwise terminated in accordance with the bylaws of the surviving
     corporation.

5.   Each issued share of the terminating corporations shall, at the effective
     time of the merger, be canceled.

6.   In the event that this Agreement of Merger shall have been fully adopted
     upon behalf of the terminating corporation and of the surviving corporation
     in accordance with the provisions of the General Corporation Law of the
     State of Delaware, the said corporations agree that they will cause to be
     executed and filed and recorded any document or documents prescribed by the
     laws of the State of Delaware, and that they

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     will cause to be performed all necessary acts within the State of Delaware
     and elsewhere to effectuate the merger herein provided for.

7.   The Board of Directors and the proper officers of the terminating
     corporations and of the surviving corporation are hereby authorized,
     empowered, and directed to do any and all acts and things, and to make,
     execute, deliver, file, and record any and all instruments, papers, and
     documents which shall be or become necessary, proper, or convenient to
     carry out or put into effect any of the provisions of this Agreement of
     Merger or of the merger herein provided for.

         The effective time of the Agreement of Merger, and the time when the
merger therein agreed upon shall become effective, shall be upon the filing of
the Certificate of Merger with the Secretary of State of Delaware.


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         IN WITNESS WHEREOF, this Agreement of Merger is hereby signed upon
behalf of each of the constituent corporations parties thereto.

                             NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA,
                             INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             NEXSTAR BROADCASTING OF JOPLIN, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             NEXSTAR BROADCASTING OF ERIE, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             KBTV BROADCASTING INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             KFDX BROADCASTING INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                                       4



                             NEXSTAR BROADCASTING OF
                             ROCHESTER, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             KTAB BROADCASTING INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             ERC HOLDINGS, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             NEXSTAR MIDWEST HOLDINGS, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             NEXSTAR BROADCASTING OF
                             CHAMPAIGN, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary


                                       5



                             NEXSTAR BROADCASTING OF PEORIA, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             KMID BROADCASTING INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             KTAL BROADCASTING INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary

                             NEXSTAR BROADCASTING GROUP, INC.

                             By:
                                      -----------------------------
                             Name:    Xxxxxxx Xxxxx
                             Title:   Secretary


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