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Exhibit 10.9
 RURAL CELLULAR CORPORATION
KEY EMPLOYEE
DEFERRED COMPENSATION PLAN II
 Table of Contents
 PageBACKGROUND
    
    
    1ARTICLE 1 DEFINITIONS
    
    
    11.1 Account
    
    
    11.2 Affiliate
    
    
    11.3 Beneficiary
    
    
    11.4 Change in Control
    
    
    11.5 Code
    
    
    31.6 Company
    
    
    31.7 Compensation
    
    
    31.8 Deferred Compensation
    
    
    41.9 Effective Date
    
    
    41.10 Eligible Employee
    
    
    41.11 Employer
    
    
    41.12 ERISA
    
    
    41.13 Matching Contribution Percentage
    
    
    41.14 Matching Contribution Compensation Percentage
    
    
    41.15 Participant
    
    
    41.16 Plan
    
    
    41.17 Plan Administrator
    
    
    41.18 Plan Year
    
    
    41.19 Profit Sharing Contribution Percentage
    
    
    41.20 Savings and Profit Sharing Plan
    
    
    51.21 Specified Employee
    
    
    51.22 Termination of Employment
    
    
    51.23 Unforeseeable Emergency
    
    
    5ARTICLE 2 ADMINISTRATION
    
    
    62.1 Powers and Duties
    
    
    62.2 Delegation
    
    
    6ARTICLE 3 DEFERRED COMPENSATION
    
    
    63.1 Elections to Defer Compensation
    
    
    63.2 Employer Contributions
    
    
    73.3 Deferred Compensation Accounts
    
    
    83.4 Deemed Investments
    
    
    9ARTICLE 4 PAYMENT OF DEFERRED COMPENSATION
    
    
    9
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Page4.1 Payment of Deferred Compensation
    
    
    94.2 Commencement of Payments
    
    
    94.3 Method of Payment
    
    
    104.4 Amount of Payments
    
    
    104.5 Participant Elections
    
    
    104.6 Acceleration of Payments
    
    
    104.7 Facility of Payment
    
    
    13ARTICLE 5 CLAIMS PROCEDURE
    
    
    135.1 Decisions on Claims
    
    
    135.2 Review of Denied Claims
    
    
    13ARTICLE 6 FUNDING
    
    
    14ARTICLE 7 AMENDMENT AND TERMINATION
    
    
    147.1 Amendment
    
    
    147.2 Termination
    
    
    14ARTICLE 8 GENERAL PROVISIONS
    
    
    158.1 Status of Participants
    
    
    158.2 No Guaranty of Employment
    
    
    158.3 Delegation of Authority
    
    
    158.4 Legal Actions
    
    
    158.5 Applicable Law
    
    
    158.6 Rules of Construction
    
    
    158.7 Expenses of Administration
    
    
    158.8 Indemnification
    
    
    158.9 Code Section 409A
    
    
    16
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BACKGROUND
  ARTICLE 1
DEFINITIONS
  Account.
 Affiliate.
 Beneficiary.
 Change in Control.
 (a)
    
    Change in Ownership. A Change in Ownership shall occur on the date
that any one person, or more than one person acting as a group, acquires ownership of
stock of the Company that, together with the stock of the Company owned by such person
or group, constitutes more than 50% of the total fair market value, or
50% of the total voting power, of the stock of the Company. An increase in the
percentage of stock owned by any one person, or by persons acting as a group, as a
result of a transaction in which the Company acquires its stock in exchange for
property will be treated as an acquisition of stock for the purposes of this
paragraph. Notwithstanding the foregoing:
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(b)
    
    Change in Effective Control. A Change in Effective Control of the
Company will occur on the date that:
    (c)
    
    Change in Ownership of the Companys Assets. A Change in Ownership of
the Companys Assets will occur on the date that any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets from the
Company having a total gross fair market value that equals or exceeds 40% of the total
gross fair market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.
Notwithstanding the foregoing, a transfer of the Companys Assets to;
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(d)
    
    Special Rules. The following rules shall apply in determining whether
a Change in Control of the Company has occurred:
 Persons Acting as a Group
 Attribution of Stock Ownership
 Code.
 Company.
 Compensation.
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Deferred Compensation.
 Effective Date.
 Eligible Employee.
 Employer.
 ERISA.
 Matching Contribution Percentage.
 Matching Contribution Compensation Percentage.
 Participant.
 Plan.
 Plan Administrator.
 Plan Year.
 Profit Sharing Contribution Percentage.
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Savings and Profit Sharing Plan.
 Specified Employee st
 Termination of Employment.
 Unforeseeable Emergency.
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ARTICLE 2  ADMINISTRATION
 Powers and Duties.
 Delegation.
 ARTICLE 3  DEFERRED COMPENSATION
 Elections to Defer Compensation.
 provided,
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(i)
    
    The election may defer a percentage (which shall not be less
than 5%) of the Participants base salary, and/or a percentage (which shall not
be less than 5%) of the Participants incentive compensation.(ii)
    
    The election shall be irrevocable, and it shall apply to all
Compensation payable for services performed by the Participant during the
portion of the Plan Year to which it applies, except that a Participant may
terminate an election to defer Compensation if the Plan Administrator
determines that this is necessary as a result of an Unforeseeable Emergency.
 Employer Contributions.
 Matching Contributions
 (i)
    
    the lesser of:
 (A)
    
    the Matching Contribution Percentage times the
sum of: (1) the amounts contributed by the Participant to the Savings
and Profit Sharing Plan during the payroll period that are eligible for
matching contributions; plus (2) the Compensation deferred by the
Participant during the payroll period pursuant to Section 3.1; or(B)
    
    the Matching Contribution Compensation
Percentage times the Participants Compensation for the payroll period;
  (ii)
    
    the matching contributions that are made to the Savings and
Profit Sharing Plan on behalf of the Participant for the payroll period.
 Profit Sharing Contributions
 (i)
    
    The Profit Sharing Contribution Percentage times the
Participants Compensation for the Plan Year; minus
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(ii)
    
    the profit sharing contributions that are made to the Savings
and Profit Sharing Plan on behalf of the Participant for the Plan Year.
 Deferred Compensation Accounts.
 (a)
    
    Separate Accounts. Separate Accounts shall be maintained for the
portion of a Participants Deferred Compensation (if any) that is distributable in a
lump sum, and for the portion of a Participants Deferred Compensation (if any) that is
distributable in installments. Separate Accounts shall also be maintained for each
portion of a Participants Deferred Compensation that is distributable at a different
time.(b)
    
    Credits. The Plan Administrator shall credit the following amounts to
a Participants Account:
 (i)
    
    Amounts deferred by the Participant pursuant to Section 3.1
shall be credited to the Participants Account as of the dates on which they
are applied to reduce the Participants current Compensation.(ii)
    
    Amounts contributed on behalf of the Participant pursuant to
Section 3.2 shall be credited to the Participants Account on the dates as of
which the corresponding contributions are credited to the Participants account
under the Savings and Profit Sharing Plan.(iii)
    
    Investment earnings (including unrealized appreciation)
attributable to the Participants deemed investments shall be credited to the
Participants Account as of such dates during each Plan Year as the Plan
Administrator shall reasonably determine in accordance with rules that are
uniformly applied to all similarly situated Participants.
 (c)
    
    Charges. The Plan Administrator shall charge the following amounts to
a Participants Account:
 (i)
    
    The amount of any payment made to or on behalf of the
Participant shall be charged to the Participants Account as of the date on
which the payment is made.(ii)
    
    Investment losses (including unrealized depreciation)
attributable to the Participants deemed investments shall be charged to the
Participants Account as of such dates during each Plan Year as the Plan
Administrator shall reasonably determine in accordance with rules that are
uniformly applied to all similarly situated Participants.
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Deemed Investments.
   ARTICLE 4  PAYMENT OF DEFERRED COMPENSATION
 Payment of Deferred Compensation.
 Commencement of Payments.
 (a)
    
    Death. In the case of a Participants death, payment shall commence
within 30 days after the date the Participants Beneficiary is identified and located
by the Employer.(b)
    
    Termination of Employment. In the case of a Participants Termination
of Employment for reasons other than the Participants death, payment shall commence
within 30 days after:
 (i)
    
    the Participants Termination of Employment; or(ii)
    
    the last day of any Plan Year ending subsequent to the
Participants Termination of Employment and prior to the Participants 66th
birthday;
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Method of Payment.
 Amount of Payments.
 Participant Elections.
   Acceleration of Payments. The Company may, in its discretion, pay part or all of the
Participants Deferred Compensation prior to the time provided in Section 4.2
for any of the
following reasons:
 (a)
    
    Domestic Relations Order. The Company may pay part or all of the
Participants Deferred Compensation to an individual other than the Participant to the
extent necessary to fulfill the requirements of a domestic relations order (as defined in
Section 414(p)(1)(B) of the Code).
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(b)
    
    Unforeseeable Emergency. The Company may pay part or all of the
Participants Deferred Compensation to the Participant if the Company determines that
the payment is necessary to alleviate a severe financial hardship resulting from an
Unforeseeable Emergency. Such action shall be taken only if the Participant submits a
written application describing the circumstances that are deemed to justify the payment
and the amount necessary to prevent severe financial hardship, together with such
supporting evidence as the Plan Administrator may reasonably require. The amount
distributed to the Participant pursuant to this paragraph may not exceed the amount
necessary to satisfy the emergency, plus amounts necessary to pay taxes reasonably
anticipated as a result of the payment. Payment may not be made pursuant to this
section to the extent the Participants hardship is or may be relieved:
    (c)
    
    Conflicts of interest. The Company may pay part or all of the
Participants Deferred Compensation to the Participant if the Company determines that
such payments are necessary to comply with a certificate of divestiture (as defined in
Section 1043(b)(2) of the Code).(d)
    
    Taxes. The Company may pay part or all of the Participants Deferred
Compensation to the Participant if the Company determines that such payments are
necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under
Sections 3101, 3121(a), or 3121(v)(2) of the Code on the Deferred Compensation (the
FICA Amount); to pay the income tax at source on wages imposed under Section 3401 of
the Code or the corresponding withholding provisions of applicable state, local, or
foreign tax laws as a result of the payment of the FICA Amount; and to pay the
additional income tax at source on wages attributable to the pyramiding Section 3401
wages and taxes; provided,that the total payment under this subparagraph (ii) may not
exceed the aggregate of the FICA Amount, and the income tax withholding related to the
FICA Amount.(e)
    
    Payments Upon Income Inclusion Under Section 409A. The Company may pay
part or all of the Participants Deferred Compensation to the Participant if there is a
final determination that the Deferred Compensation is subject to, and fails to meet the
requirements of, Section 409A of the Code and the regulations thereunder. Such payment
may not exceed the amount required to be included in
the Participants income as a result of the failure to comply with the requirements
of Section 409A. For the purposes of this paragraph (d), a final determination
means a determination by the Internal Revenue Service or a court of competent
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jurisdiction from which no further appeal may be taken, either because there is no
further appeal available or because the time to take such appeal has expired.(f)
    
    Plan Termination. The Company shall pay part or all of the
Participants Deferred Compensation to the Participant if the Plan is terminated due
to:
 (i)
    
    the Employers exercise of its discretion under Article 7 to
terminate the Plan within 12 months of a corporate dissolution taxed under
Section 331 of the Code, or with the approval of a bankruptcy court pursuant to
11 U.S.C. §503(b)(1)(A). In such event, all of the Participants Deferred
Compensation shall be paid to and included in the Participants gross incomes
no later than:
     (ii)
    
    the Employers exercise of its discretion under Article 7 to
terminate the Plan within 30 days preceding, or within 12 months after, a
Change in Control; provided,that:
   (iii)
    
    the Employers exercise of its discretion under Article 7 to
terminate the Plan for any other reason, provided,that:
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(iv)
    
    Such other events and conditions as the Commissioner of
Internal Revenue may prescribe in generally applicable guidance published in
the Internal Revenue Bulletin.
 Facility of Payment.
     ARTICLE 5  CLAIMS PROCEDURE
 Decisions on Claims.
     Review of Denied Claims.
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ARTICLE 6  FUNDING
  ARTICLE 7  AMENDMENT AND TERMINATION
 Amendment. provided, however,
 Termination.
 provided
 provided
 provided
 provided,
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ARTICLE 8  GENERAL PROVISIONS
 Status of Participants.
 No Guaranty of Employment.
 Delegation of Authority.
 Legal Actions.
 Applicable Law.
 Rules of Construction.
 Expenses of Administration.
 Indemnification.
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Code Section 409A.
   RURAL CELLULAR CORPORATIONByAs its
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APPENDIX A
TO THE
RURAL CELLULAR CORPORATION
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
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