RURAL CELLULAR CORP
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>c17021exv10w4.htm
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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<DIV align="right" style="font-size: 10pt; margin-top: 18pt"><B>Exhibit
10.4</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED<BR>
EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is entered into as of the
21st day of June, 2007 (&#147;Effective Date&#148;), by and between Rural Cellular Corporation (&#147;RCC&#148; or
&#147;Company&#148;) and Ann K. Newhall (the &#147;Employee&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Employee has heretofore been employed by RCC pursuant to an Employment Agreement
dated as of February&nbsp;6, 1999, as amended from time to time (the &#147;Prior Agreement&#148;), in the position
of Executive Vice President and Chief Operating Officer and is experienced in the business of RCC;
and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Employee desires to continue to be employed by RCC in the same position pursuant to
this Agreement; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the parties desire by this writing to amend and restate the Prior Agreement in the
form of this Agreement and to set forth the continuing employment relationship of RCC and the
Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, it is AGREED as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Employment</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Title/Duties</U>. The Employee is employed in the capacity of Executive Vice
President and Chief Operating Officer for RCC, to perform the duties customarily performed
by persons situated in a similar executive capacity. The Employee shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the business of RCC. The
Employee&#146;s other duties shall be such as the President/CEO or the Board of Directors (the
&#147;Board&#148;) may from time to time reasonably direct.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Location</U>. The Employee&#146;s principal place of employment shall be at the
Company&#146;s offices in Alexandria, Minnesota.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Base Compensation</U>. RCC agrees to pay the Employee during the term of this
Agreement a salary which shall be at the initial rate of Four Hundred Sixteen Thousand Seventy
Dollars and No/100 ($416,070.00) per annum beginning on the Effective Date, payable not less
frequently than every two weeks; <I>provided</I>, that the rate of such salary shall be reviewed not less
often than annually, and Employee shall be entitled to receive an increase at such percentage or in
such an amount, if any, as may be determined from time to time. The Employee&#146;s salary may not be
decreased below the rate in effect on any date during the term of this Agreement, except in the
event that the salaries of other senior management employees have been generally reduced,
Employee&#146;s salary may be reduced in a similar manner.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Discretionary and Incentive Bonus; Stock Options</U>. The Employee shall be entitled
to participate in an equitable manner with all other senior management employees of RCC in
discretionary and incentive bonuses, including, but not limited to stock option, restricted stock
and restricted stock unit awards and other cash and non-cash compensation plans that may be
authorized and declared by the Board for senior management employees from time to time.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Other Benefits</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Participation in Employee Benefit Plans</U>. The Employee shall be entitled to
participate in any plan of RCC relating to compensation, profit sharing, retirement, medical
coverage, long term care insurance or other employee benefits as RCC may adopt for the
benefit of its senior management employees.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Fringe Benefits; Expenses</U>. The Employee shall be eligible to participate
in any fringe benefits which may be or may become applicable to RCC&#146;s senior management
employees, including by example, participation in any stock option or incentive plans, and
any other benefits adopted by RCC. RCC shall reimburse Employee for all reasonable
out-of-pocket expenses which Employee shall incur in connection with his/her service for RCC
which are documented in accordance with RCC&#146;s policies as set forth from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Term</U>. The term of employment of Employee under this Agreement shall be for the
period commencing on the Effective Date and ending December&nbsp;31, 2010; <I>provided</I>, that commencing on
December&nbsp;31, 2007, and on each December&nbsp;31 thereafter, the term of Employee&#146;s employment shall
automatically be extended for one additional year, so that the term of his/her employment shall
never be more than thirty-six months and not less than twenty-four months under this Agreement,
unless either party gives written notice to the other of its intention not to so extend the term of
the Employee&#146;s employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Loyalty; Noncompetition</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Employee shall devote his/her full business time and attention to the
performance of his/her employment under this Agreement. During the term of Employee&#146;s
employment under this Agreement, the Employee shall not engage in any business or activity
contrary to the business affairs or interests of RCC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Nothing contained in this Section&nbsp;6 shall be deemed to prevent or limit the right
of Employee to invest in the capital stock or other securities of any business dissimilar
from that of RCC or, solely as a passive or minority investor, in any business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Standards</U>. The Employee shall perform his/her duties under this Agreement in
accordance with the reasonable standards customarily expected of employees with comparable
positions in comparable organizations, or in accordance with such other standards as may reasonably
be established from time to time by the President/CEO or the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Time Off</U>. The Employee shall be entitled, without loss of pay, to absent himself
voluntarily from the performance of the duties of his/her employment under this Agreement, with all
such voluntary absences to count as paid time off, in accordance with the Company&#146;s time off
policies as in effect from time to time. Further, the Board shall be entitled to grant to the
Employee a leave or leaves of absence with or without pay at such time or times and upon such terms
and conditions as the Board in its discretion may determine. The Employee is encouraged to
participate in related industry and professional organizations and activities provided that the
assumption of any significant responsibilities for such outside activities or organizational
participation shall be approved in advance by the President/CEO or the Board.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Termination and Termination Pay</U>. The Employee&#146;s employment under this Agreement
may be terminated upon any of the following occurrences:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The death of the Employee during the term of this Agreement, in which event the
Employee&#146;s estate shall be entitled to receive (i)&nbsp;the compensation due the Employee through
the last day of the calendar month in which Employee&#146;s death shall have occurred, (ii) <I>pro
rata </I>payment of all bonuses or incentive payments earned or to be awarded for such calendar
year, and (iii)&nbsp;all accrued and vested rights Employee may have under the Company&#146;s employee
benefit plans, including any stock options or other compensation plans or as otherwise
required by law (the &#147;Accrued Rights&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company may terminate the Employee&#146;s employment at any time, but any
termination by the Company other than termination for Just Cause, as defined below, shall
not prejudice the Employee&#146;s right to compensation or other benefits under this Agreement.
The Employee shall have no right to receive compensation or other benefits for any period
after termination for Just Cause, except for the Accrued Rights. Termination shall be for
&#147;Just Cause&#148; if the Employee
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) has been convicted of a felony;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) has intentionally engaged in conduct that is demonstrably and materially
injurious to the Company, monetarily or otherwise;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) commits an act of fraud or embezzlement against the Company or any
affiliate thereof;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) engages in intentional misconduct as an executive of the Company,
including, but not limited to, knowing and intentional violation of material written
policies of the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) is grossly negligent in the performance of his/her duties for the Company;
or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) willfully fails to follow a direct and lawful directive from his/her
supervisor or the Board within the scope of the Employee&#146;s duties, which failure is
not cured to the satisfaction of the Board within ten (10)&nbsp;days;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%"><I>provided, however, </I>that no termination of Employee&#146;s employment shall be for Just
Cause under clause (ii), (iv), or (v)&nbsp;above until:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>there shall have been delivered
to the Employee a copy of a written notice setting forth that
the Employee engaged in the conduct set forth in the relevant
clause and specifying the particulars thereof in detail;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Employee shall have been
provided an opportunity to be heard by the Board (with the
assistance of Employee&#146;s counsel if the Employee so desires);
and</TD>
</TR>

</TABLE>
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</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>such conduct is not discontinued
or otherwise cured (if curable) within a reasonable period of
time after receipt of the written notice provided in clause (A).</TD>
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</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">No act or failure to act on the Employee&#146;s part shall be considered &#147;intentional&#148;
unless he/she has acted or failed to act with an absence of good faith and without a
reasonable belief that his/her action or failure to act was in the best interest of
the Company. Notwithstanding anything contained in this Agreement to the contrary,
no failure to perform by the Employee after notice of termination has been given by
the Employee will constitute Just Cause for purposes of this Agreement. The Company
may determine whether Just Cause exists at any time, even retroactively after
Employee&#146;s employment has been terminated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Except as provided pursuant to Section&nbsp;11 herein, in the event Employee&#146;s
employment under this Agreement is terminated by the Company without Just Cause, RCC shall
be obligated to pay the Employee (i)&nbsp;the salary provided pursuant to Section&nbsp;2 herein, up to
the date of termination of the term (including any extension of the term pursuant to Section
5 above) of this Agreement (such period being the &#147;Severance Period&#148;), (ii)&nbsp;a pro rata
payment equal to the Employee&#146;s target short-term incentive for the year of such
termination, and (iii)&nbsp;all Accrued Rights. Notwithstanding the foregoing, in no event shall
the Severance Period be less than twenty-four (24)&nbsp;months following the date of termination
of employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Except as provided pursuant to Section&nbsp;11 herein, during the term of this
Agreement, Employee may terminate his/her employment for Good Reason and such termination
shall be treated as if Employee&#146;s employment were terminated by the Company without Just
Cause entitling Employee to the benefits under Section 9(c) of this Agreement. &#147;Good
Reason&#148; for termination of employment by the Employee shall be the occurrence of any of the
following events, which have not been consented to by the Employee:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) relocation of Employee&#146;s principal work location by more than fifty miles;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) a material reduction in Employee&#146;s base salary and short-term incentive
opportunity, in the aggregate, except as permitted under Section&nbsp;2;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) permanent and material reduction in Employee&#146;s primary duties and
responsibilities normally associated with his/her position as referenced at Section
1 of this Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) during the twenty-four (24)&nbsp;months following a Change in Control (as
defined in Appendix&nbsp;A hereto), a material increase in the average required business
travel in excess of the average business travel requirements applicable to the
Employee prior to the Change in Control;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) during the twenty-four (24)&nbsp;months following a Change in Control,
assignment of duties and responsibilities materially inconsistent with Employee&#146;s
title and position as set forth in Section&nbsp;1 of this Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) during the twenty-four (24)&nbsp;months following a Change in Control, failure
to maintain material fringe benefits, performance incentive and employee benefit
plans substantially equivalent to those in effect as of the date of the Change in
Control; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) failure of a successor to the Company in a Change in Control to assume
this Agreement as provided by in Section&nbsp;13(c);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%"><I>provided, however</I>, the Employee must notify the Company within 90&nbsp;days of the
condition giving rise to Good Reason and the Company shall have 30&nbsp;days after
receipt of such notice to remedy such condition before the Employee may terminate
for Good Reason under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The voluntary termination by the Employee without Good Reason during the term of
this Agreement with the delivery of no less than 60&nbsp;days written notice to the Board in
which case the Employee shall be entitled to receive compensation up to the date of such
termination and the Accrued Rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Disability</U>. If the Employee shall become disabled or incapacitated to the extent
that he/she is unable to perform his/her duties hereunder, by reason of medically determinable
physical or mental impairment, as determined by a doctor mutually acceptable to the Board and the
Employee and retained by RCC, Employee shall nevertheless continue to receive the compensation and
benefits provided under Section&nbsp;2 and 4 of this Agreement as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) 100% of base compensation and benefits under Sections&nbsp;2 and 4 for a period of six
months, but not exceeding the remaining term of the Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) 65% of base compensation under Section&nbsp;2 from the seventh month until the
expiration of the term of the Agreement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) After six months, medical and dental coverage as provided under the terms of such
plans, or as otherwise required by law.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Such benefits noted herein shall be reduced by any benefits otherwise provided to the Employee
during such period under the provisions of disability insurance coverage in effect for RCC
employees. Thereafter, Employee shall be eligible to receive benefits provided by RCC under the
provisions of disability insurance coverage in effect for RCC employees. Upon returning to active
full-time employment, the Employee&#146;s full compensation as set forth in this Agreement shall be
reinstated as of the date of commencement of such activities. In the event that the Employee
returns to active employment on other than a full-time basis, then his/her compensation (as set
forth in Section&nbsp;2 of this Agreement) shall be reduced in proportion to the time spent in said
employment, or as shall otherwise be agreed to by the parties.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Change in Control</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Employee will be entitled to the payments and benefits described in this
Section&nbsp;11 if the Employee&#146;s employment under this Agreement is terminated:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) by the Company, other than for Just Cause, in connection with or within 24
months after the occurrence of a Change in Control; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) by the Employee, for Good Reason, within 24&nbsp;months after the occurrence of
a Change in Control; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) by the Employee for any reason during the 30&nbsp;day period following the
first anniversary of a Change in Control.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If the Employee satisfies the requirements set forth in paragraph (a), the Employee
shall be paid an amount equal to the sum of:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) 300% of the Employee&#146;s annual base salary as in effect on the date of the
Employee&#146;s termination of employment (unless the reason for termination is as a
result of a reduction in Employee&#146;s base salary, in which case 300% of the highest
base salary paid to the Employee in the twelve months prior to the termination of
employment); plus
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) 300% of the greater of (A)&nbsp;the Employee&#146;s targeted short-term incentive
for the year of termination (unless the reason for termination is as a result of a
reduction in Employee&#146;s targeted annual short-term incentive, in which case the
target short-term incentive for the prior year shall be used), or (B)&nbsp;the actual
short-term incentive achieved for the year of termination. For purposes of
determining if (B)&nbsp;applies, the year of termination shall be deemed to have ended on
the last day of the month immediately preceding the date of termination, and a
calculation shall be made to determine the Company&#146;s or the Employee&#146;s performance
for that period. Based on achievement of the performance goals during that portion
of the year, the Employee&#146;s actual annual short-term incentive for the
full year shall be calculated as if the partial year performance
constituted performance for the full year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Said amount shall be paid to the Employee in one lump sum, within five days after the
Employee&#146;s termination of employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Excise Tax Payments.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If any payments or benefits due to the Employee under this Agreement and/or
under any other plan or program of the Company would be subject to the tax (the
&#147;Excise Tax&#148;) imposed by Section&nbsp;4999 of the Internal Revenue Code of 1986, as
amended (the &#147;Code&#148;), then the Company shall pay to the Employee an additional
amount (the &#147;Gross-Up Payment&#148;) so that the net
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">amount that is retained by the Employee, after the deduction of the Excise Tax
and any other taxes (including Excise Taxes) that are imposed upon the Gross-Up
Payment (other than interest and penalties imposed by reason of the Employee&#146;s
failure to file a timely tax return or pay taxes shown as due on his/her return), is
equal to the payments and other benefits the Employee would have retained in the
absence of the Excise Tax. For the purpose of calculating the Gross-Up Payment, the
Employee&#146;s tax rate will be deemed to be the highest marginal rate of federal
individual income tax, plus the highest marginal rates of state, local and/or
foreign individual income taxes in the state and locality or foreign jurisdiction of
the Employee&#146;s residence (net of the reduction in federal income taxes which could
be obtained from any deduction or credit attributable to the state, local or foreign
taxes), that are in effect for the calendar year in which the Gross-Up Payment is to
be made. For purposes of the computations required by this Section 11(c) to the
extent not otherwise specified here, reasonable assumptions and approximations may
be made with respect to applicable taxes and reasonable, good faith interpretations
of the Code may be relied upon.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) An initial determination as to whether a Gross-Up Payment is required
pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at
the Company&#146;s expense by an accounting firm selected by the Company and reasonably
acceptable to the Employee which is designated as one of the five largest accounting
firms in the United States (the &#147;Accounting Firm&#148;). The Accounting Firm shall
provide its determination (the &#147;Determination&#148;), together with detailed supporting
calculations and documentation, to the Company and the Employee within five days of
the date of termination of the Employee&#146;s employment, if applicable, or at such
other time as may be requested by the Company or the Employee (provided the Employee
reasonably believes that he/she may be subject to the Excise Tax). If the
Accounting Firm determines that no Excise Tax is payable by the Employee, it shall
furnish the Employee with an opinion to that effect which is reasonably acceptable
to the Employee. Within ten days of the delivery of the Determination to the
Employee, the Employee shall have the right to dispute the Determination (the
&#147;Dispute&#148;). The Gross-Up Payment, if any, as determined pursuant to this Section
11(c), shall be paid by the Company to the Employee within five days of the receipt
of the Determination. The existence of the Dispute shall not in any way affect the
Employee&#146;s right to receive the Gross-Up Payment in accordance with the
Determination. Upon the final resolution of a Dispute, the Company shall promptly
pay to the Employee any additional amount required by such resolution, or, if it is
determined that the Excise Tax is lower than originally determined, the Employee
shall repay to the Company the excess amount of the Gross-Up Payment. If there is
no Dispute, the Determination shall be binding, final and conclusive upon the
Company and the Employee, subject to the application of subparagraph (iii)&nbsp;below.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Notwithstanding anything contained in this Agreement to the contrary, in
the event that, according to the Determination, an Excise Tax will be imposed on any
payment or benefit, the Company shall pay to the applicable
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">government taxing authorities as Excise Tax withholding, the amount of the
Excise Tax that the Company has actually withheld from the payment or benefit.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Except as provided in Section&nbsp;14, the Gross-Up Payment shall be paid to
Employee no later than the December&nbsp;31 of the year next following the year in which
the Employee (or the Company on behalf of the Employee under subparagraph (iii)
above) remits the Excise Tax.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Employee&#146;s payments and benefits under this Section&nbsp;11 shall be in
consideration of the Employee&#146;s past service and the Employee&#146;s continued service from the
date of this Agreement, and the Employee&#146;s entitlement thereto shall not be governed by any
duty to mitigate damages by seeking further employment nor offset by any compensation which
the Employee may receive from future employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The payments and other benefits provided under this Section&nbsp;11 shall be in lieu of
any other payments which the Employee would otherwise be entitled to receive under Section&nbsp;9
of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) In the event that payment is required to be made to the Employee under this Section
11, in addition to the payments set forth in Sections 11(b) and 11(c), the Employee shall be
entitled to continue to participate in the Company&#146;s group medical, dental, and life plans
on the same basis as the Employee participated immediately prior to Employee&#146;s termination
of employment (or shall receive equivalent benefits) for a period of up to 18&nbsp;months
following the date of Employee&#146;s termination of employment. Employee shall be responsible
for payment of premiums to the same extent as prior to the date of termination of
employment. Such continued coverage under the Company&#146;s group medical and dental plans shall
be provided pursuant to the requirements of Section&nbsp;4980B of the Code. In the event that
Employee obtains substantially equivalent coverage or benefits from another source, the
Company&#146;s obligation under this Section 11(f) shall terminate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) In the event of the occurrence of a Change in Control, the Company shall continue
to pay and be responsible for all premiums remaining on any long-term care insurance policy
then being provided by the Company for the benefit of the Employee and his/her spouse,
provided that the Employee is employed by the Company on the date of a Change in Control.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Notwithstanding any agreement to the contrary, unless such agreement specifically
references that this Section 11(h) does not apply, Employee shall be fully vested in all
equity compensation awards (options, restricted stock, restricted stock units, stock
appreciation rights and other similar awards) upon a Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Non-Competition Agreement</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Term</U>. During the term of the Employee&#146;s employment pursuant to this
Agreement and for the length of the Severance Period (whether or not Employee is entitled to
payment within Section&nbsp;9(c)), Employee agrees that he/she will not, without RCC&#146;s prior
written consent, directly or indirectly, within the service areas served by
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">RCC at the time of termination, lend his/her credit, advice or assistance, or engage in
any activity or act in any manner, including but not limited to, as an individual, owner,
sole proprietor, founder, associate, promoter, partner, joint venturer, shareholder other
than as a less than five percent shareholder of a publicly traded corporation, officer,
director, trustee, manager, employer, employee, licensor, licensee, principal, agent,
salesman, broker, representative, consultant, adviser, investor or otherwise, for the
purpose of establishing, operating or managing any business or entity that is engaged in
activities competitive with the business of the Company as carried on as of the date of
termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Non-Solicitation Agreement</U>. As used in this Agreement, the term &#147;Person&#148;
means any individual, corporation, joint venture, general or limited partnership,
association or other entity. During the Severance Period (whether or not Employee is
entitled to payment within Section&nbsp;9(c)), Employee agrees that he/she will not, whether for
his/her own account or for the account of any other Person, directly or indirectly interfere
with the Company&#146;s relationship with or endeavor to divert or entice away from the Company
any Person who or which at any time during the term of Employee&#146;s employment by RCC is or
was an employee or customer of or in the habit of dealing with RCC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Reasonableness of Covenants</U>. Employee acknowledges and agrees that the
geographic scope and period of duration of the restrictive covenants contained in this
Agreement are both fair and reasonable and that the interests sought to be protected by the
Company are legitimate business interests entitled to be protected. It is the intention of
the parties that the provisions of this Section&nbsp;12 shall be enforceable to the fullest
extent permissible under applicable law; however, if any restriction contained in this
Section is held to be unenforceable because of the duration of such restriction or the
geographical area covered thereby, the parties agree that the court making such
determination shall have the power to reduce the duration and/or geographical area of such
restriction and, in its reduced form, said restriction shall then be enforceable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Injunctive Relief; Attorneys&#146; Fees</U>. The parties agree that the remedy of
damages at law for the breach by Employee of any of the covenants contained in this Section
12 is an inadequate remedy. In recognition of the irreparable harm that a violation by
Employee of any of the covenants, agreements or obligations arising under this Agreement
would cause RCC, Employee agrees that in addition to any other remedies or relief afforded
by law, an injunction against an actual or threatened violation or violations may be issued
against him/her and every other Person concerned thereby, it being the understanding of the
parties that both damages and an injunction shall be proper modes of relief and are not to
be considered alternative remedies. In the event of any such an actual or threatened
violation, Employee agrees to pay the costs, expenses and reasonable attorneys&#146; fees
incurred by the Company in pursuing any of its rights with respect to such actual or
threatened violation, in addition to the actual damages sustained by the Company as a result
thereof. Such costs, expenses, fees and damages shall not be payable by the Employee until
a final judgment, from which no further appeal may be taken, has been entered in favor of
the Company by a court of competent jurisdiction. If no such judgment is entered, the
Employee shall not be liable for any such costs, expenses, fees or damages, and the Company
shall reimburse the Employee for any costs,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">expenses and reasonable attorneys&#146; fees incurred by him/her in defending against the
Company&#146;s allegations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Compensation</U>. In the event that Employee&#146;s employment has terminated and
Employee is not entitled to receive payment under Section&nbsp;9 or 11 of this Agreement, to
compensate Employee for the restrictive covenants contained in this Agreement, RCC agrees to
pay Employee an amount equal to 25% of the Employee&#146;s final compensation. One-half of this
amount is payable in equal monthly payments commencing on the last day of the month
following termination and continuing thereafter on the last day of each and every month
until the end of the period stated in Section 12(a) and one-half at the end of the period
stated in Section&nbsp;12(a). For the purposes of this paragraph, the Employee&#146;s &#147;final
compensation&#148; means the Employee&#146;s annual rate of salary in effect on the date his/her
employment terminates, plus his/her short-term incentive for the year immediately preceding
the year in which his/her employment terminates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Breach of Covenants</U>. In the event that Employee shall breach any of
his/her covenants, agreements or obligations arising under this Agreement, RCC shall have
the right to discontinue making any payments to Employee provided for herein (including
under Sections&nbsp;9 and 11) unless and until Employee has cured any such existing breaches.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Waiver of Restrictions</U>. RCC may waive the restrictions on Employee imposed
in Section&nbsp;12 at any time. In the event of such waiver: (i)&nbsp;RCC shall not be obligated to
make any further monthly payments pursuant to Section 12(e) and (ii)&nbsp;any payment due
pursuant to Section 12(e) at the expiration of the period stated in Section 12(a) shall be
prorated and paid at the time of the waiver.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Successors and Assigns</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) This Agreement shall inure to the benefit of and be binding upon any corporation or
other successor of RCC which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of the business, assets or
stock of RCC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Since RCC is contracting for the unique and personal skills of the Employee, the
Employee shall be precluded from assigning or delegating his/her rights or duties hereunder
without first obtaining the written consent of RCC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Company will require any successor or assign (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business
and/or or assets of the Company, by agreement expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession or assignment had taken
place. Any failure of the Company to obtain such agreement prior to the effectiveness of
any such succession or assignment shall be a material breach of this Agreement and shall
entitle the Employee to terminate the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Employee&#146;s employment for Good Reason, whereupon the Employee shall be entitled to
receive the payments and other benefits described in this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>409A Delay</U>. Notwithstanding any provision to the contrary in the Agreement, if
Employee is deemed at the time of his separation from service to be a &#147;specified employee&#148; for
purposes of Section&nbsp;409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion
of the termination benefits to which Employee is entitled under this Agreement is required in order
to avoid a prohibited distribution under Section&nbsp;409A(a)(2)(B)(i) of the Code, such portion of the
benefits payable to Employee under Sections&nbsp;9, 11 or 12 shall not be paid prior to the earlier of
(a)&nbsp;the expiration of the six-month period measured from the date of Employee&#146;s &#147;separation from
service&#148; with the Company (as such term is defined in the Treasury Regulations issued under Section
409A of the Code) or (b)&nbsp;Employee&#146;s death. Upon the expiration of the applicable Code Section
409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this Section&nbsp;14 shall be paid
in a lump sum and any remaining payments due under the Agreement shall be paid as otherwise
provided herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Amendments</U>. No amendments or additions to this Agreement shall be binding upon
the parties hereto unless made in writing and signed by both parties, except as herein otherwise
specifically provided.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Applicable Law</U>. This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, by the laws of the State of Minnesota,
except to the extent that Federal law shall be deemed to apply.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U>Severability</U>. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U>Arbitration</U>. Subject to RCC&#146;s right to seek injunctive relief from a court of
competent jurisdiction pursuant to Section&nbsp;12(d), any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the rules then in effect of the district office of the American Arbitration Association
(&#147;AAA&#148;) nearest to the home office of RCC, and judgment upon the award rendered may be entered in
any court having jurisdiction thereof, except to the extent that the parties may otherwise reach a
mutual settlement of such issue. RCC shall incur the cost of all fees and expenses associated with
filing a request for arbitration with the AAA, whether such filing is made on behalf of RCC or the
Employee, and the costs and administrative fees associated with employing the arbitrator and
related administrative expenses assessed by the AAA. If the parties cannot mutually agree on an
arbitrator, each party shall select an arbitrator and those two arbitrators shall select a third
arbitrator and the third arbitrator shall conduct the arbitration. Otherwise, each party shall pay
its own costs and expenses, including reasonable attorneys&#146; fees, arising from such dispute,
proceedings or actions, notwithstanding the ultimate outcome thereof, upon delivery of a final
judgment or settlement of the dispute.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U>Representation by Counsel</U>. Employee acknowledges that he/she has read this
Agreement and that he/she fully understands his/her rights, privileges, and duties hereunder.
He/she further acknowledges that he/she has had the opportunity to consult with attorneys of
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">his/her choice to review and explain the terms of this Agreement and the consequences of
signing it.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U>Entire Agreement</U>. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement
between the parties hereto, and shall supersede all prior understandings in writing or otherwise
between the parties, including the Prior Agreement.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">* * * * *
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">RURAL CELLULAR CORPORATION<BR>
&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Richard P. Ekstrand
&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">By: Richard P. Ekstrand&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>

    <TD colspan="4" align="left">EMPLOYEE:<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Ann K. Newhall
&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Ann K. Newhall&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>APPENDIX A<BR>
TO EMPLOYMENT AGREEMENT BETWEEN</B><BR>
<U><B>RURAL CELLULAR CORPORATION AND ANN K. NEWHALL</B></U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For the purposes of the Employment Agreement to which this Appendix is attached, a &#147;Change in
Control&#148; means the happening of any of the following:
</DIV>




<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) A majority of the directors of RCC elected by the holders of RCC&#146;s common stock
shall be persons other than persons:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) for whose election proxies shall have been solicited by the Board, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) who are then serving as directors appointed by the Board to fill vacancies
on the Board caused by death or resignation (but not by removal) or to fill
newly-created directorships,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) 35% or more of the outstanding voting stock of RCC is acquired or beneficially
owned (as defined in Rule&nbsp;13d-3 under the Securities Exchange Act of 1934, or any successor
rule thereto) by any person (other than RCC or a subsidiary of RCC) or group of persons
acting in concert (other than the acquisition and beneficial ownership by a parent
corporation or its wholly-owned subsidiaries, as long as they remain wholly-owned
subsidiaries, of 100% of the outstanding voting stock of RCC as a result of a merger which
complies with paragraph (3)(a)(ii) hereof in all respects), or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) The consummation of:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) a merger or consolidation of RCC with or into another entity other than
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(i)&nbsp;a merger or consolidation with a subsidiary of RCC, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">(ii)&nbsp;a merger in which the persons who were the beneficial owners,
respectively, of the outstanding common stock and outstanding voting stock
of RCC immediately prior to such merger beneficially own, directly or
indirectly, immediately after the merger, a majority of, respectively, the
then outstanding common stock and the then outstanding voting stock of the
surviving entity or its parent entity, or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) an exchange, pursuant to a statutory exchange of shares of outstanding
voting stock of RCC held by shareholders of RCC immediately prior to the exchange,
of shares of one or more classes or series of outstanding voting stock of RCC for
cash, securities, or other property, except for voting securities of a direct or
indirect parent entity of RCC (after giving effect to the statutory share exchange)
owning directly, or indirectly through wholly-owned subsidiaries, both beneficially
and of record 100% of the outstanding voting stock of RCC immediately after the
statutory share exchange if (i)&nbsp;the persons who were the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">beneficial owners, respectively, of the outstanding voting stock of RCC and the
outstanding common stock of RCC immediately before such statutory share exchange
own, directly or indirectly, immediately after the statutory share exchange a
majority of, respectively, the voting power of the then outstanding voting
securities and the then outstanding common stock (or comparable equity interest) of
such parent entity, and (ii)&nbsp;all holders of any class or series of outstanding
voting stock of RCC immediately prior to the statutory share exchange have the right
to receive substantially the same per share consideration in exchange for their
outstanding voting stock of RCC as all other holders of such class or series (except
for those exercising statutory dissenters&#146; rights), or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) the sale or other disposition of all or substantially all of the assets of
RCC (in one transaction or a series of transactions), or
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(4)&nbsp;The approval by the shareholders of RCC of the liquidation or dissolution of RCC.
</DIV>



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</DIV>

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