<PAGE>
                                                                   EXHIBIT 10.20

               SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD

Grantee's Name and Address:             ________________________________________

                                        ________________________________________

                                        ________________________________________


      You have been granted an option to purchase  shares of Common Stock of the
Company,  subject to the terms and  conditions  of this  Notice of Stock  Option
Award (the "Notice"), the Plan and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows:

      Award Number                      ________________________________________

      Date of Award                     ________________________________________

      Vesting Commencement Date         ________________________________________

      Exercise Price per Share          ________________________________________


      Total Number of Shares subject
      to the Option                     ________________________________________


      Total Exercise Price              ________________________________________

      Type of Option:                   ______________Incentive Stock Option

                                        _____________ Non-Qualified Stock Option

      Expiration Date:                  ________________________________________


      Post-Termination Exercise Period: [INSERT PERIOD]

Vesting Schedule:

      Subject to Grantee's Continuous Service and other limitations set forth in
this Notice, the Plan and the Option Agreement,  the Option may be exercised, in
whole or in part, in accordance with the following schedule:

      [INSERT VESTING HERE]

      [DURING  ANY  AUTHORIZED  LEAVE OF  ABSENCE,  THE VESTING OF THE OPTION AS
PROVIDED  IN THIS  SCHEDULE  SHALL CEASE  [AFTER THE LEAVE OF ABSENCE  EXCEEDS A
PERIOD OF [NUMBER] DAYS].
<PAGE>
[VESTING OF THE OPTION SHALL RESUME UPON THE GRANTEE'S TERMINATION  OF THE LEAVE
OF ABSENCE AND RETURN TO SERVICE TO THE COMPANY OR A RELATED ENTITY.]

      [IN  THE  EVENT  OF THE  GRANTEE'S  CHANGE  IN  STATUS  FROM  EMPLOYEE  TO
CONSULTANT,  VESTING OF THE OPTION SHALL CONTINUE ONLY TO THE EXTENT  DETERMINED
BY THE COMPENSATION COMMITTEE AS OF SUCH CHANGE IN STATUS.]

      [IN THE EVENT OF  TERMINATION  OF THE  GRANTEE'S  CONTINUOUS  SERVICE  FOR
CAUSE,  THE GRANTEE'S RIGHT TO EXERCISE THE OPTION SHALL TERMINATE  CONCURRENTLY
WITH THE TERMINATION OF THE GRANTEE'S CONTINUOUS SERVICE.]

      IN WITNESS WHEREOF,  the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and  conditions of this
Notice, the Plan and the Option Agreement.

                                        SureWest Communications,
                                        a California corporation

                                        By:_______________________________

                                        Title:____________________________

THE GRANTEE  ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST,  IF AT ALL,  ONLY DURING THE PERIOD OF GRANTEE'S  CONTINUOUS  SERVICE (NOT
THROUGH THE ACT OF BEING HIRED,  BEING  GRANTED THE OPTION OR  ACQUIRING  SHARES
HEREUNDER).  THE GRANTEE  FURTHER  ACKNOWLEDGES  AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT
WITH RESPECT TO  CONTINUATION  OF  GRANTEE'S  CONTINUOUS  SERVICE,  NOR SHALL IT
INTERFERE  IN ANY WAY  WITH  THE  GRANTEE'S  RIGHT  OR THE  COMPANY'S  RIGHT  TO
TERMINATE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE.

      The  Grantee  acknowledges  receipt  of a copy of the Plan and the  Option
Agreement,  and  represents  that  he or she is  familiar  with  the  terms  and
provisions  thereof,  and hereby  accepts the Option subject to all of the terms
and  provisions  hereof and thereof.  The Grantee has reviewed this Notice,  the
Plan and the Option  Agreement  in their  entirety,  has had an  opportunity  to
obtain  the  advice  of  counsel  prior  to  executing  this  Notice  and  fully
understands  all provisions of this Notice,  the Plan and the Option  Agreement.
The  Grantee  hereby  agrees  to  accept as  binding,  conclusive  and final all
decisions or  interpretations  of the Compensation  Committee upon any questions
arising under this Notice, the Plan or the Option Agreement. The Grantee further
agrees to notify the Company upon any change in the residence  address indicated
in this Notice.

Dated:___________________________              Signed:________________________
                                                           Grantee


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                                                    AWARD NUMBER: ______________

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<PAGE>
                             SUREWEST COMMUNICATIONS
                           2000 EQUITY INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT

      1. Grant of Option. SureWest Communications, a California corporation (the
"Company"),  hereby grants to the Grantee (the "Grantee") named in the Notice of
Stock  Option  Award (the  "Notice"),  an option (the  "Option") to purchase the
Total Number of Shares of Common Stock subject to the Option (the  "Shares") set
forth in the  Notice,  at the  Exercise  Price per Share set forth in the Notice
(the "Exercise  Price") subject to the terms and provisions of the Notice,  this
Stock  Option  Award  Agreement  (the  "Option   Agreement")  and  the  SureWest
Communications  2000 Equity  Incentive Plan (the "Plan") adopted by the Company,
which are incorporated herein by reference. Unless otherwise defined herein, the
terms  defined in the Plan shall have the same  defined  meanings in this Option
Agreement.

      If  designated in the Notice as an Incentive  Stock Option,  the Option is
intended to qualify as an  Incentive  Stock  Option as defined in Section 422 of
the Code.  However,  notwithstanding  such  designation,  to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become  exercisable for the first time by the Grantee during
any calendar year exceeds  $100,000,  such excess Options,  to the extent of the
Shares covered thereby in excess of the foregoing  limitation,  shall be treated
as Non-Qualified Stock Options. For this purpose,  Incentive Stock Options shall
be taken  into  account in the order in which  they were  granted,  and the Fair
Market  Value of the Shares shall be  determined  as of the date the Option with
respect to such Shares is awarded.

      2. Exercise of Option.

            (a) Right to Exercise.  The Option shall be  exercisable  during its
term in accordance with the Vesting  Schedule set out in the Notice and with the
applicable  provisions of the Plan and this Option Agreement.  The Option shall,
in the event of a Change in Control [insert effect].  No partial exercise of the
Option may be for less than the lesser of five  percent (5%) of the total number
of Shares subject to the Option or the remaining number of Shares subject to the
Option. In no event shall the Company issue fractional Shares.

            (b) Method of  Exercise.  The Option  shall be  exercisable  only by
delivery of an  Exercise  Notice  (attached  as Exhibit A) which shall state the
election to exercise the Option,  the whole number of Shares in respect of which
the Option is being exercised,  such other  representations and agreements as to
the  holder's  investment  intent  with  respect  to such  Shares and such other
provisions as may be required by the Compensation Committee. The Exercise Notice
shall be signed by the Grantee and shall be  delivered in person or by certified
mail to the  Secretary  of the Company  accompanied  by payment of the  Exercise
Price. The Option shall be deemed to be exercised upon receipt by the Company of
such written notice accompanied by the Exercise Price.


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<PAGE>
            No Shares  will be issued  pursuant  to the  exercise  of the Option
unless such issuance and such exercise  shall comply with all  applicable  laws.
Assuming  such  compliance,  for  income  tax  purposes,  the  Shares  shall  be
considered  transferred  to the  Grantee  on the date on  which  the  Option  is
exercised with respect to such Shares.

            (c)  Taxes.  No Shares  will be  delivered  to the  Grantee or other
person  pursuant to the exercise of the Option until the Grantee or other person
has  made  arrangements   acceptable  to  the  Compensation  Committee  for  the
satisfaction  of foreign,  federal,  state and local income and  employment  tax
withholding obligations.

      3.    Method of Payment.  Payment of the Exercise Price shall be by any of
the  following,  or  a  combination  thereof,  at  the  election of the Grantee;
provided,  however,  that  such  exercise  method  does  not  then  violate  any
applicable law:

            (a) cash;

            (b) check;

            (c) [SURRENDER OF SHARES OR DELIVERY OF A PROPERLY  EXECUTED FORM OF
ATTESTATION  OF OWNERSHIP OF SHARES AS THE  COMPENSATION  COMMITTEE  MAY REQUIRE
(INCLUDING  WITHHOLDING  OF SHARES  OTHERWISE  DELIVERABLE  UPON EXERCISE OF THE
OPTION)  WHICH HAVE A FAIR MARKET VALUE ON THE DATE OF SURRENDER OR  ATTESTATION
EQUAL TO THE  AGGREGATE  EXERCISE  PRICE OF THE SHARES AS TO WHICH THE OPTION IS
BEING  EXERCISED [(BUT ONLY TO THE EXTENT THAT SUCH EXERCISE OF THE OPTION WOULD
NOT RESULT IN AN ACCOUNTING  COMPENSATION CHARGE WITH RESPECT TO THE SHARES USED
TO PAY THE EXERCISE PRICE)]];

            (d) [THROUGH A BROKER-DEALER SALE AND REMITTANCE  PROCEDURE PURSUANT
TO  WHICH  THE   GRANTEE   (A)  SHALL   PROVIDE   WRITTEN   INSTRUCTIONS   TO  A
COMPANY-DESIGNATED BROKERAGE FIRM TO EFFECT THE IMMEDIATE SALE OF SOME OR ALL OF
THE  PURCHASED  SHARES  AND  REMIT  TO THE  COMPANY,  OUT OF THE  SALE  PROCEEDS
AVAILABLE  ON THE  SETTLEMENT  DATE,  SUFFICIENT  FUNDS TO COVER  THE  AGGREGATE
EXERCISE  PRICE PAYABLE FOR THE PURCHASED  SHARES AND (B) SHALL PROVIDE  WRITTEN
DIRECTIVES TO THE COMPANY TO DELIVER THE  CERTIFICATES  FOR THE PURCHASED SHARES
DIRECTLY TO SUCH BROKERAGE FIRM IN ORDER TO COMPLETE THE SALE TRANSACTION]; or

            (e) [PROVIDED  THAT THE AGGREGATE  EXERCISE  PRICE FOR THE NUMBER OF
SHARES BEING PURCHASED EXCEEDS _________ THOUSAND DOLLARS  ($___,000)],  PAYMENT
PURSUANT TO A PROMISSORY NOTE AS DESCRIBED BELOW.

                  (I) THE PROMISSORY  NOTE SHALL HAVE A TERM OF _____ (__) YEARS
WITH PRINCIPAL AND INTEREST PAYABLE IN _______ (__) EQUAL ANNUAL INSTALLMENTS;

                  (II) THE  PROMISSORY  NOTE SHALL BEAR  INTEREST AT THE MINIMUM
RATE REQUIRED BY THE FEDERAL TAX LAWS TO AVOID THE IMPUTATION OF INTEREST INCOME
TO THE COMPANY AND COMPENSATION INCOME TO THE GRANTEE;


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<PAGE>
                  (III) THE GRANTEE  SHALL BE  PERSONALLY  LIABLE FOR PAYMENT OF
THE PROMISSORY AND THE PROMISSORY NOTE SHALL BE SECURED BY THE SHARES  PURCHASED
UPON  DELIVERY OF THE  PROMISSORY  NOTE,  OR SUCH OTHER  COLLATERAL  OF EQUAL OR
GREATER VALUE, IN A MANNER SATISFACTORY TO THE COMPENSATION  COMMITTEE WITH SUCH
DOCUMENTATION AS THE COMPENSATION COMMITTEE MAY REQUEST; AND

                  (IV) THE PROMISSORY NOTE SHALL BECOME DUE AND PAYABLE UPON THE
OCCURRENCE  OF ANY OR ALL OF THE FOLLOWING  EVENTS:  (A) THE SALE OR TRANSFER OF
THE SHARES  PURCHASED WITH THE PROMISSORY NOTE; (B) TERMINATION OF THE GRANTEE'S
CONTINUOUS  SERVICE FOR ANY REASON  OTHER THAN DEATH OR  DISABILITY;  OR (C) THE
FIRST ANNIVERSARY OF THE TERMINATION OF THE GRANTEE'S  CONTINUOUS SERVICE DUE TO
DEATH OR DISABILITY.]

      4.  Restrictions  on  Exercise.  The  Option may not be  exercised  if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any  applicable  laws. In addition,  the Option,  if an Incentive
Stock Option, may not be exercised until such time as the Plan has been approved
by the stockholders of the Company.

      5. Termination or Change of Continuous Service. In the event the Grantee's
Continuous Service  terminates,  [OTHER THAN FOR CAUSE,] the Grantee may, to the
extent otherwise so entitled at the date of such  termination (the  "Termination
Date"),  exercise the Option during the Post - Termination  Exercise Period. [IN
THE EVENT OF  TERMINATION  OF THE GRANTEE'S  CONTINUOUS  SERVICE FOR CAUSE,  THE
GRANTEE'S RIGHT TO EXERCISE THE OPTION SHALL, EXCEPT AS OTHERWISE  DETERMINED BY
THE COMPENSATION  COMMITTEE,  TERMINATE CONCURRENTLY WITH THE TERMINATION OF THE
GRANTEE'S  CONTINUOUS  SERVICE.] In no event shall the Option be exercised later
than the Expiration Date set forth in the Notice.  In the event of the Grantee's
change in status from Employee to  Consultant  or  Consultant  to Employee,  the
Option shall remain in effect and, except to the extent otherwise  determined by
the Compensation Committee, continue to vest; provided, however, with respect to
any Incentive  Stock Option that shall remain in effect after a change in status
from  Employee to  Consultant,  such  Incentive  Stock  Option shall cease to be
treated as an  Incentive  Stock  Option and shall be treated as a  Non-Qualified
Stock Option on the day three (3) months and one (1) day  following  such change
in status.  Except as provided in Sections 6 and 7 below, to the extent that the
Grantee is not entitled to exercise the Option on the  Termination  Date,  or if
the Grantee does not exercise the Option within the Post - Termination  Exercise
Period, the Option shall terminate.

      6. Disability of Grantee.  In the event the Grantee's  Continuous  Service
terminates  as a result of his or her  Disability,  the  Grantee  may,  but only
within twelve (12) months from the Termination  Date (and in no event later than
the Expiration Date),  exercise the Option to the extent he or she was otherwise
entitled to exercise it on the Termination Date; provided, however, that if such
Disability is not a "disability" as such term is defined in Section 422(e)(3) of
the Code and the Option is an  Incentive  Stock  Option,  such  Incentive  Stock
Option  shall  cease to be treated  as an  Incentive  Stock  Option and shall be
treated as a Non-Qualified  Stock Option on the day three (3) months and one (1)
day  following  the  Termination  Date.  To the extent  that the  Grantee is not
entitled to exercise the Option on the Termination  Date, or if the Grantee does
not  exercise  the Option to the extent so  entitled  within the time  specified
herein, the Option shall terminate.


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<PAGE>
      7. Death of  Grantee.  In the event of the  termination  of the  Grantee's
Continuous  Service  as a result  of his or her  death,  or in the  event of the
Grantee's  death during the  Post-Termination  Exercise  Period,  the  Grantee's
estate,  or a person who acquired the right to exercise the Option by bequest or
inheritance,  may exercise the Option,  but only to the extent the Grantee could
exercise the Option at the date of  termination,  within twelve (12) months from
the date of such termination  (but in no event later than the Expiration  Date).
To the extent  that the Grantee is not  entitled  to exercise  the Option on the
date of death,  or if the  Option is not  exercised  to the  extent so  entitled
within the time specified herein, the Option shall terminate.

      8.  Transferability  of Option.  The Option, if an Incentive Stock Option,
may not be  transferred  in any  manner  other  than  by will or by the  laws of
descent or distribution  and may be exercised during the lifetime of the Grantee
only by the  Grantee.  The  Option,  if a  Non-Qualified  Stock  Option,  may be
transferred  by the  Grantee  in a manner and to the  extent  acceptable  to the
Compensation  Committee as evidenced by a writing  signed by the Company and the
Grantee.  The  terms  of  the  Option  shall  be  binding  upon  the  executors,
administrators, heirs and successors of the Grantee.

      9. Term of Option.  The  Option  may  be  exercised  no  later  than   the
Expiration  Date set forth  in the  Notice or such  earlier  date  as  otherwise
provided herein.

      10. Tax Consequences.  Set  forth  below  is  a  brief  summary  as of the
date  of  this  Option  Agreement  of  some  of  the federal tax consequences of
exercise  of  the  Option  and  disposition  of  the  Shares.  THIS  SUMMARY  IS
NECESSARILY  INCOMPLETE,  AND  THE  TAX  LAWS  AND  REGULATIONS  ARE  SUBJECT TO
CHANGE.  THE  GRANTEE  SHOULD  CONSULT  A  TAX  ADVISER  BEFORE  EXERCISING  THE
OPTION OR DISPOSING OF THE SHARES.

            (a) Exercise of Incentive Stock Option.  If the Option  qualifies as
an Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the  Shares on the date of  exercise  over the  Exercise  Price will be
treated as income for  purposes of the  alternative  minimum tax for federal tax
purposes and may subject the Grantee to the alternative  minimum tax in the year
of exercise.

            (b) Exercise of Incentive Stock Option Following Disability.  If the
Grantee's  Continuous  Service  terminates as a result of Disability that is not
total and permanent  disability as defined in Section  422(e)(3) of the Code, to
the extent  permitted on the date of  termination,  the Grantee must exercise an
Incentive  Stock  Option  within  three (3) months of such  termination  for the
Incentive Stock Option to be qualified as an Incentive Stock Option.

            (c)  Exercise  of  Non-Qualified  Stock  Option.  On  exercise  of a
Non-Qualified  Stock  Option,  the  Grantee  will be treated as having  received
compensation  income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise  over the
Exercise Price. If the Grantee is an Employee or a former Employee,  the Company
will be required to withhold from the Grantee's compensation or collect


                                       7
<PAGE>
from the Grantee and  pay to the applicable taxing authorities an amount in cash
equal to a percentage  of this  compensation income at the time of exercise, and
may  refuse  to  honor  the  exercise  and  refuse  to  deliver  Shares  if such
withholding amounts are not delivered at the time of exercise.

            (d)  Disposition  of Shares.  In the case of a  Non-Qualified  Stock
Option,  if  Shares  are held  for more  than one  year,  any gain  realized  on
disposition of the Shares will be treated as long-term  capital gain for federal
income tax  purposes and subject to tax at a maximum rate of 20%. In the case of
an Incentive Stock Option, if Shares transferred pursuant to the Option are held
for more than one year after  receipt of the Shares and are  disposed  more than
two years  after the Date of Award,  any gain  realized  on  disposition  of the
Shares also will be treated as capital gain for federal  income tax purposes and
subject to the same tax rates and holding  periods that apply to Shares acquired
upon exercise of a  Non-Qualified  Stock Option.  If Shares  purchased  under an
Incentive  Stock Option are disposed of prior to the expiration of such one-year
or two-year  periods,  any gain realized on such  disposition will be treated as
compensation  income  (taxable  at ordinary  income  rates) to the extent of the
difference  between  the  Exercise  Price and the lesser of (i) the Fair  Market
Value of the  Shares  on the  date of  exercise,  or (ii) the sale  price of the
Shares.

      11. Entire Agreement:  Governing Law. The Notice, the Plan and this Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the Company and the Grantee  with  respect to the subject  matter
hereof,  and may not be modified  adversely to the Grantee's  interest except by
means of a writing signed by the Company and the Grantee.  These  agreements are
to be construed  in  accordance  with and  governed by the internal  laws of the
State of California  (as  permitted by Section  1646.5 of the  California  Civil
Code, or any similar successor provision) without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction  other
than the internal  laws of the State of  California  to the rights and duties of
the  parties.  Should any  provision  of the Notice or this Option  Agreement be
determined  by a  court  of  law  to be  illegal  or  unenforceable,  the  other
provisions shall nevertheless remain effective and shall remain enforceable.

      12. Headings.  The   captions   used   in   the  Notice  and  this  Option
Agreement  are  inserted  for  convenience and shall not be deemed a part of the
Option for construction or interpretation.

      13.  Interpretation.  Any  dispute  regarding  the  interpretation  of the
Notice,  the Plan and this Option Agreement shall be submitted by the Grantee or
by the Company forthwith to the Compensation Committee,  which shall review such
dispute at its next  regular  meeting.  The  resolution  of such  dispute by the
Compensation Committee shall be final and binding on all persons.


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<PAGE>
                                    EXHIBIT A

               SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN

                                 EXERCISE NOTICE

SureWest Communications
200 Vernon Street
Roseville, CA 95678

Attention: Secretary

      1.  Exercise of Option.  Effective  as of today,  ______________,  ___ the
undersigned  (the "Grantee")  hereby elects to exercise the Grantee's  option to
purchase  ___________  shares of the Common  Stock (the  "Shares")  of  SureWest
Communications (the "Company") under and pursuant to the SureWest Communications
2000 Equity  Incentive Plan (the "Plan") and the [ ] Incentive [ ] Non-Qualified
Stock Option Award Agreement (the "Option Agreement") and Notice of Stock Option
Award (the "Notice") dated __________ __, ____.

      2.  Representations  of the  Grantee.  The Grantee  acknowledges  that the
Grantee has received,  read and understood  the Notice,  the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.

      3. Rights as  Stockholder.  Until the stock  certificate  evidencing  such
Shares is issued  (as  evidenced  by the  appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  stockholder  shall  exist with
respect to the Shares,  notwithstanding  the exercise of the Option. The Company
shall issue (or cause to be issued) such stock  certificate  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the stock  certificate is issued,
except as provided in Article 13 of the Plan.

      4. Delivery of Payment.  The  Grantee herewith delivers to the Company the
full Exercise Price for the Shares.

      5. Tax Consultation.  The  Grantee understands that the Grantee may suffer
adverse tax consequences as a result of the Grantee's purchase or disposition of
the Shares.  The  Grantee represents that the Grantee has consulted with any tax
consultants  the  Grantee  deems  advisable  in  connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for
any tax advice

      6. Taxes. The Grantee agrees to satisfy all applicable federal,  state and
local income and employment tax withholding obligations and herewith delivers to
the  Company  the full  amount  of such  obligations  or has  made  arrangements
acceptable  to the  Company  to  satisfy  such


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obligations.  In the case of an Incentive Stock Option, the Grantee also agrees,
as partial consideration for the designation of the Option as an Incentive Stock
Option,  to  notify  the  Company  in  writing  within  thirty  (30) days of any
disposition of any shares acquired by exercise of the Option if such disposition
occurs within two (2) years from the Award Date or within one (1)  year from the
date the Shares were transferred to the Grantee. If the Company is  required to
satisfy  any  federal,  state  or  local  income  or  employment tax withholding
obligations  as  a  result  of  such an early disposition, the Grantee agrees to
satisfy  the  amount  of  such  withholding  in  a  manner that the Compensation
Committee prescribes.

      7. Successors and Assigns.  The Company may assign any of its rights under
this Exercise Notice to single or multiple  assignees,  and this agreement shall
inure to the benefit of the successors and assigns of the Company. This Exercise
Notice  shall be  binding  upon the  Grantee  and his or her  heirs,  executors,
administrators, successors and assigns.

      8. Headings.  The  captions  used in this Exercise Notice are inserted for
convenience and shall not be deemed a part of this agreement for construction or
interpretation.

      9. Interpretation.  Any  dispute  regarding  the  interpretation  of  this
Exercise Notice shall be submitted by the Grantee or by the Company forthwith to
the Compensation Committee,  which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Compensation Committee shall be
final and binding on all persons.

      10. Governing Law;  Severability.  This Exercise Notice is to be construed
in accordance  with and governed by the internal laws of the State of California
(as  permitted by Section  1646.5 of the  California  Civil Code, or any similar
successor  provision) without giving effect to any choice of law rule that would
cause the  application of the laws of any  jurisdiction  other than the internal
laws of the State of California to the rights and duties of the parties.  Should
any  provision of this  Exercise  Notice be  determined  by a court of law to be
illegal  or  unenforceable,  the  other  provisions  shall  nevertheless  remain
effective and shall remain enforceable.

      11. Notices.  Any notice required or permitted hereunder shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed to the other party at its address as shown below beneath its
signature,  or to such other address as such party may designate in writing from
time to time to the other party.

      12. Further Instruments.  The  parties  agree  to  execute  such   further
instruments  and  to  take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

      13. Entire  Agreement.  The Notice,  the Plan and the Option Agreement are
incorporated  herein  by  reference,  and  together  with this  Exercise  Notice
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter  hereof  and  supersede  in their  entirety  all prior  undertakings  and
agreements  of the Company and the Grantee  with  respect to the


                                       10
<PAGE>
subject  matter  hereof,  and  may  not  be  modified adversely to the Grantee's
interest except by means of a writing signed by the Company and the Grantee.

Submitted by:                           Accepted by:

GRANTEE:                                SUREWEST COMMUNICATIONS

                                        By:_____________________________________

__________________________________      Title:__________________________________
            (Signature)

Address:
_______________________________________

_______________________________________


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