**Exhibit 10.9 (b)**

 

**FIRST AMENDMENT**

**TO THE RURAL CELLULARCORPORATION**

**KEY EMPLOYEE**

**DEFERRED COMPENSATIONPLAN**

 

Effective as of May 1, 2001,Rural Cellular Corporation (the “Company”) established the Rural CellularCorporation Key Employee Deferred Compensation Plan (the “Plan”), which Plan isnow in full force and effect.  TheCompensation Committee of the Company’s Board of Directors now desires to amendthe Plan in certain respects and, to accomplish this, it has adopted thefollowing amendments to the Plan:

 

1.                             Section 1.12 of the Plan is amended inits entirety, to read as follows:

 

“1.12                        MatchingContribution Percentage.  Thepercentage, if any, that will be used in determining the amount of matchingcontributions to be made on behalf of a Participant pursuant to Section3.2(a).  The Matching ContributionPercentage for a payroll period ending after December 31, 2001 will beestablished by the Plan Administrator, acting in its sole and exclusivediscretion.  If the Plan Administratordoes not establish a Matching Contribution Percentage for any such payrollperiod, the Matching Contribution Percentage for that payroll period will be0%.”

 

2.                             Section 1.13 of the Plan is amended inits entirety, to read as follows:

 

“1.13                       MatchingContribution Compensation Percentage. The maximum percentage of a Participant’s Compensation that may becontributed to the Plan and to the Savings and Profit Sharing Plan as matchingcontributions for any payroll period. The Matching Contribution Compensation Percentage for a payroll periodending after December 31, 2001 will be established by the Plan Administrator,acting in its sole and exclusive discretion. If the Plan Administrator does not establish a Matching ContributionCompensation Percentage for any such payroll period, the Matching ContributionPercentage for that payroll period will be 3%.”

 

3.                             Section 1.18 of the Plan is amended inits entirety, to read as follows:

 

“1.18                       ProfitSharing Contribution Percentage. The percentage, if any, that will be used in determining the amount ofprofit sharing contributions to be made on behalf of a Participant pursuant toSection 3.2(b).  The Profit SharingContribution Percentage for a payroll period ending after December 31, 2001will be established by the Plan Administrator, acting in its sole and exclusivediscretion.  If the Plan Administratordoes not establish a Profit Sharing Contribution Percentage for any suchpayroll period, the Profit Sharing Contribution Percentage for the payrollperiod will be 0%.”

 

The foregoing amendments areeffective as of January 1, 2002.

 

**IN WITNESS WHEREOF**,the Company has caused this instrument to be executed by its duly authorizedofficer, this 22nd day of February, 2002.

 
|   | RURAL  CELLULAR CORPORATION |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By                     | /s/ Richard  P. Ekstrand |   |
|   |                        | Its  President |
|        |                             |  |  |  |

 

The undersigned hereby consent to theadoption of the foregoing amendments effective as of January 1, 2002.

 

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| Date:  February 22, 2002 | /s/ Richard  P. Ekstrand |   |
|-------------------------------|--------------------------|--------|
|                          | Richard P.  Ekstrand     |
|                          |                     |
|                          |                     |
| Date:  February 22, 2002 | /s/ Ann K.  Newhall      |   |
|                          | Ann K.  Newhall          |
|                          |                     |
|                          |                     |
| Date:  February 22, 2002 | /s/ Wesley  E. Schultz   |   |
|                          | Wesley E.  Schultz       |

 

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