<PAGE>

                                                                   EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT entered into as of the 22nd day of January, 1999
("Effective Date"), by and between Rural Cellular Corporation ("RCC" or
"Company") and Wesley E. Schultz (the "Employee").

         WHEREAS, Employee has heretofore been employed by RCC in the position
of Sr. Vice President, Finance and Administration and Chief Financial Officer
and is experienced in the business of RCC; and

         WHEREAS, Employee desires to continue to be employed by RCC in the same
position; and

         WHEREAS, the parties desire by this writing to set forth the employment
relationship of RCC and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1.  EMPLOYMENT.

             (a) TITLE/DUTIES. The Employee is employed in the capacity of 
         Sr. Vice President, Finance and Administration and Chief Financial 
         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's other duties 
         shall be such as the President/CEO may from time to time reasonably 
         direct.

             (b) LOCATION. The Employee's principal place of employment shall 
         be at the Company's offices in Alexandria, Minnesota.

         2. BASE COMPENSATION. RCC agrees to pay the Employee during the term 
of this Agreement a salary which shall be at the initial rate of Two Hundred 
Fifty-Four Thousand Dollars ($254,000.00) per annum beginning on the 
Effective Date, payable not less frequently than every two weeks; PROVIDED, 
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's salary may not be decreased below the rate in effect on any date 
during the term of this Agreement, except that, in the event that the 
salaries of other senior management employees have been generally reduced, 
Employee's salary may be reduced in a similar manner, except that any such 
reduction following a "Change in Control" (as defined in Appendix A hereto) 
shall be subject to the provisions of Section 11(b) hereof.

                                       
<PAGE>

         3. DISCRETIONARY AND INCENTIVE BONUS; STOCK OPTIONS. 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 and restricted stock awards and 
other cash and non-cash compensation plans that may be authorized and 
declared by the Board of Directors to its senior management employees from 
time to time.

         4. OTHER BENEFITS.

             (a) PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Employee shall
         be entitled to participate in any plan of RCC relating to compensation,
         profit sharing, retirement, medical coverage or other employee benefits
         as RCC may adopt for the benefit of its senior management employees.

             (b) FRINGE BENEFITS; EXPENSES. The Employee shall be eligible to
         participate in any fringe benefits which may be or may become
         applicable to RCC's senior management employees, including by example,
         participation in any stock option or incentive plans adopted by the
         Board of Directors, 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 service for RCC which are
         documented in accordance with RCC's policies as set forth from time to
         time.

             (c)  CAR ALLOWANCE. The Employee shall be required to have and 
         maintain a personal automobile for use in the performance of his duties
         under this Agreement and a valid drivers license to operate RCC 
         vehicles. RCC shall pay the Employee an allowance at an initial rate 
         of $6,000.00 per year to compensate him for all expenses incurred by 
         him in complying with these requirements. In addition, RCC shall
         reimburse the Employee at current IRS allowable mileage rates for the 
         use of his personal automobile on RCC business.

         5. TERM. The term of employment of Employee under this Agreement 
shall be for the period commencing on the Effective Date and ending December 
31, 2001; PROVIDED, that commencing on December 31, 1999, and on each 
December 31 thereafter, the term of Employee's employment shall automatically 
be extended for one additional year, so that the remaining term of his 
employment shall never be less than two years, unless either party gives 
written notice to the other of its intention not to so extend the term of the 
Employee's employment.

         6. LOYALTY; NONCOMPETITION.

            (a) The Employee shall devote his full business time and attention
         to the performance of his employment under this Agreement. During the
         term of Employee's employment under this Agreement, the Employee shall
         not engage in any business or activity contrary to the business affairs
         or interests of RCC.

                                       2
<PAGE>

            (b) Nothing contained in this Section 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.

         7. STANDARDS. The Employee shall perform his 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 of Directors.

         8. PAID TIME OFF. The Employee shall be entitled, without loss of 
pay, to absent himself voluntarily from the performance of the duties of his 
employment under this Agreement, with all such voluntary absences to count as 
paid time off, in accordance with the following:

            (a)  The Employee shall be entitled to not less than nineteen (19) 
         days per calendar year of paid time off for vacation, personal illness,
         emergency situations such as family illness, and for any other reason
         that time off must be taken during a regular scheduled work day that is
         not covered by other Company policies (such as jury duty). Such paid
         time off shall be taken in accordance with then current Company
         policies.

            (b)  The Employee shall take at least five consecutive business days
         of vacation in each calendar year.

            (c)  The Employee shall not be entitled to receive any additional
         compensation from RCC on account of his failure to take paid time off,
         and Employee shall be entitled to accumulate unused paid time off in
         accordance with then current Company policy (as of the end of 1999 only
         120 hours of paid time off can be carried over into the following
         year).

            (d)  In addition to the aforesaid paid time off, the Employee shall
         be entitled, without loss of pay, to absent himself voluntarily from 
         the performance of his employment with RCC for such additional periods
         of time and for such other valid and legitimate reasons as the Board of
         Directors in its discretion may determine.

            (e)  The Employee shall also be entitled to any other paid or unpaid
         time off as may be provided by Company policies. Further, the Board of
         Directors 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 of Directors in is discretion may
         determine.

            (f)  The Employee is encouraged to participate in related industry
         and professional organizations and activities provided that the
         assumption of any 

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<PAGE>

         significant responsibilities for such outside activities or
         organizational participation shall be approved in advance by the
         President/CEO.

         9. TERMINATION AND TERMINATION PAY. The Employee's employment under 
this Agreement may be terminated upon any of the following occurrences:

             (a)  The death of the Employee during the term of this Agreement,
         in which event the Employee's estate shall be entitled to receive the
         compensation due the Employee through the last day of the calendar
         month in which Employee's death shall have occurred, plus all accrued
         but unused paid time off for such calendar year, and PRO RATA payment
         of all bonuses or incentive payments earned or to be awarded for such
         calendar year.

             (b) The Board of Directors may terminate the Employee's employment 
         at any time, but any termination by the Board of Directors other than
         termination for Just Cause, as defined below, shall not prejudice the
         Employee'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
         to the extent specifically provided under the terms of any benefit plan
         or program of RCC or as may otherwise be required by law. Termination
         shall be for "Just Cause" if the Employee

                  (i)  has been convicted of a felony or

                  (ii) has intentionally engaged in conduct that is
            demonstrably and materially injurious to the Company, monetarily or 
            otherwise;

            PROVIDED, HOWEVER, that no termination of Employee's
            employment shall be for Just Cause as set forth in clause (ii)
            above until

                  (A) there shall have been delivered to the Employee a copy 
                      of a written notice setting forth that the Employee was 
                      guilty of the conduct set forth in clause (ii) and 
                      specifying the particulars thereof in detail;

                  (B) the Employee shall have been provided an opportunity to 
                      be heard by the Board of Directors (with the assistance 
                      of the Employee's counsel if the Employee so desires); 
                      and

                  (C) such conduct is not discontinued within a reasonable 
                      period of time after receipt of the written notice 
                      provided in clause (A).

           No act or failure to act on the Employee's part shall be considered
           "intentional" unless he has acted or failed to act with an absence of
           good faith and without a 

                                       4
<PAGE>

         reasonable belief that his 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.

             (c) Except as provided pursuant to Section 11 herein, in the event
         Employee's employment under this Agreement is terminated by the Board
         of Directors without Just Cause, RCC shall be obligated to continue to
         pay the Employee the salary provided pursuant to Section 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. Notwithstanding
         the foregoing, in no event shall payments to be made in accordance with
         this Section 9(c) be for a period of less than 12 months following the
         date of termination of employment.

             (d) The voluntary termination by the Employee during the term of 
         this Agreement with the delivery of no less than 60 days written notice
         to the Board of Directors (other than pursuant to Section 11(b)), in 
         which case the Employee shall be entitled to receive compensation, 
         vested rights, and all employee benefits only up to the date of such
         termination except as specifically provided below or as required by
         law.

        10. DISABILITY. If the Employee shall become disabled or 
incapacitated to the extent that he is unable to perform his duties 
hereunder, by reason of medically determinable physical or mental impairment, 
as determined by a doctor mutually acceptable to the Board of Directors and 
the Employee and retained by RCC, Employee shall nevertheless continue to 
receive the compensation and benefits provided under the terms of this 
Agreement as follows: 100% of such compensation and benefits for a period of 
six months, but not exceeding the remaining term of the Agreement, and 65% 
thereafter for the remainder of the term of the Agreement. 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'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 compensation (as set forth in Section 
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.

        11. CHANGE IN CONTROL.

            (a) TERMINATION BY COMPANY. Notwithstanding any provision herein 
to the contrary, in the event the Company terminates Employee's employment 
under this Agreement, absent Just Cause, in connection with, or within 24 
months after, any Change in Control (as defined in Appendix A hereto) of RCC, 
Employee shall be paid an amount 

                                       5
<PAGE>

equal to the product of 2.99 times the Employee's "base amount" as defined in 
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the 
"Code") and regulations promulgated thereunder. Said sum shall be paid to the 
Employee in one lump sum within five (5) days of such termination. Such 
payment shall be in lieu of any other future payments which the Employee 
would be otherwise entitled to receive under Section 9 of this Agreement.

            (b) TERMINATION FOR "GOOD REASON." Notwithstanding any other 
provision of this Agreement to the contrary, if Employee voluntarily 
terminates his employment under this Agreement within 24 months following a 
Change in Control of RCC for "Good Reason" (as defined herein), Employee 
shall be entitled to receive the payment described in Section 11(a) of this 
Agreement within five (5) days of such termination. "Good Reason" for 
purposes of this Agreement shall be the occurrence of any of the following 
events, which have not been consented to in advance by the Employee in 
writing: (i) if at the time of a Change in Control of the Company, Employee's 
employed at the Company's principal executive offices, a relocation of such 
principal executive offices to a location more than fifty miles from such 
location or requiring the Employee to be based anywhere other than the 
Company's principal executive offices at the time of a Change in Control, or 
if Employee is not employed at the Company's principal executive offices at 
the time of a Change in Control, Employee's relocation to any place other 
than the location at which the Employee principally performed Employee's 
duties prior to the Change in Control, or requiring travel by Employee on the 
Company's business to an extent substantially greater than Employee's 
business travel obligations at the time of the Change in Control; (ii) if in 
the organizational structure of RCC Employee would be required to report to a 
person or persons other than the President/CEO; (iii) if RCC should fail to 
maintain Employee's base compensation in effect as of the date of the Change 
in Control and the existing material fringe benefit, performance incentive 
and employee benefit plans; (iv) if Employee would be assigned duties and 
responsibilities other than those normally associated with his position as 
referenced at Section 1 herein; or (v) if Employee's responsibilities or 
authority have in any way been materially diminished or reduced.

          (c) EXCISE TAX PAYMENTS.

             (i) In the event that any payment or benefit (within 
          the meaning of Section 280G(b)(2) of the Code), paid or payable 
          to the  Employee or for his benefit or distributed or 
          distributable pursuant to the terms of this Agreement or otherwise 
          in  connection with, or arising out of, his employment with the 
          Company or a Change in Control of the Company (a "Payment"  or  
          "Payments"), would be subject to the excise tax imposed by 
          Section 4999 of the Code or any interest or penalties are 
          incurred by the Employee with respect to such excise tax (such  
          excise tax, together with any such interest and penalties, are 
          hereinafter collectively referred to as the "Excise Tax"), then 
          the  Employee will be entitled to receive an additional 
          payment (a "Gross-Up Payment") in an amount such that after 
          payment by the Employee of all taxes (including any interest or 

                                       6
<PAGE>

          penalties, other than interest and penalties imposed by reason 
          of the Employee's failure to file timely a tax return or pay 
          taxes shown as due on his return, imposed with respect to such 
          taxes and the Excise Tax), including any Excise Tax imposed 
          upon the Gross-Up Payment, the Employee retains an amount of 
          the  Gross-Up Payment equal to the Excise Tax imposed upon the 
          Payments.

             (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'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 "Accounting Firm"). The Accounting Firm shall provide its 
          determination (the "Determination"), together with detailed 
          supporting calculations and documentation, to the Company and 
          the Employee within five days of the date of termination of the 
          Employee's employment, if applicable, or such other time as 
          requested by the Company or the Employee (provided the Employee 
          reasonably believes that any of the Payments may be subject to 
          the Excise Tax). If the Accounting Firm determines that no 
          Excise Tax is payable by the Employee with respect to a Payment or 
          Payments, it shall furnish the Employee with an opinion 
          reasonably acceptable to the Employee that no Excise Tax will be 
          imposed with respect to any such Payment or Payments. Within ten 
          days of the delivery of the Determination to the Employee, the 
          Employee shall have the right to dispute the Determination (the 
          "Dispute"). 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'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 Section 11 (c)(iii) below.
 
            (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 
          Payments, the Company shall pay to the applicable government taxing 
          authorities as Excise Tax withholding, the amount of the Excise Tax 
          that the Company has actually withheld from the Payment or Payments.
          
                                       7
          
<PAGE>


     12.   NON-COMPETITION AGREEMENT.

           (a)  TERM. During the term of the Employee's employment pursuant to 
this Agreement and for the period ending six (6) months after the voluntary 
or involuntary termination of such employment, Employee agrees that he will 
not, without RCC's prior written consent, directly or indirectly, within the 
service areas served by RCC at the time of termination, lend his 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.

           (b)  NON-SOLICITATION AGREEMENT. As used in this Agreement, the 
term "Person" means any individual, corporation, joint venture, general or 
limited partnership, association or other entity. During the period of six 
(6) months from and after the date of termination of his employment pursuant 
to this Agreement, Employee agrees that he will not, whether for his own 
account or for the account of any other Person, directly or indirectly 
interfere with the Company'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's employment by RCC is or was an employee or customer of or 
in the habit of dealing with RCC.

           (c)  REASONABLENESS OF COVENANTS.  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 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.

           (d)  INJUNCTIVE RELIEF; ATTORNEYS' FEES.  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 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


                                      8

<PAGE>

reasonable attorneys' 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, expenses and reasonable attorneys' fees incurred by him in 
defending against the Company's allegations.

           (e)  COMPENSATION.  In the event that  Employee's employment has 
terminated  and Employee is not entitled to receive payment under Section 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'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 12(a).  For the purposes of this paragraph, 
the Employee's "final compensation" means the Employee's annual rate of 
salary in effect on the date his employment terminates, plus his bonus and/or 
incentive payment(s) for the year immediately preceding the year in which his 
employment terminates.

           In the event that Employee shall breach any of his covenants, 
agreements or obligations arising under this Agreement, RCC shall have the 
right to discontinue making the payments to Employee provided for herein 
unless and until Employee has cured any such existing breaches.

           (f)  WAIVER OF RESTRICTIONS. RCC may waive the restrictions on 
Employee imposed in Section 12 at any time. In the event of such waiver: (i) 
RCC shall not be obligated to make any further monthly payments pursuant to 
Section 12(e); and (ii) 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.

     13. SUCCESSORS AND ASSIGNS.

         (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.

         (b)  Since RCC is contracting for the unique and personal skills of 
the Employee, the Employee shall be precluded from assigning or delegating 
his rights or duties hereunder without first obtaining the written consent of 
RCC.


                                      9

<PAGE>

     14.  AMENDMENTS. 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.

     15.  APPLICABLE LAW. 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.

     16.  SEVERABILITY. 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.

     17.  ARBITRATION. Subject to RCC's right to seek injunctive relief from 
a court of competent jurisdiction pursuant to Section 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 ("AAA") 
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' fees, arising from such dispute, proceedings or actions, 
notwithstanding the ultimate outcome thereof, upon delivery of a final 
judgment or settlement of the dispute.

     18.  REPRESENTATION BY COUNSEL. Employee acknowledges that he has read 
this Agreement and that he fully understands his rights, privileges, and 
duties hereunder. He further acknowledges that he has had the opportunity to 
consult and has consulted with attorneys of his choice to review and explain 
the terms of this Agreement and the consequences of signing it.

     19.  ENTIRE AGREEMENT. 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 Employment Agreement by and between Employee and the 
Company dated May 14, 1996, as amended effective December 18, 1996 and 
December 18, 1997.

                                 * * * * *


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<PAGE>

                            RURAL CELLULAR CORPORATION
ATTEST:
                                   ----------------------------------------
                            By:    Richard P. Ekstrand
                                   President and Chief Executive Officer

---------------------



WITNESS:

--------------------        -----------------------------------------------
                             Wesley E. Schultz






                                  11

<PAGE>

                                   APPENDIX A
                         TO EMPLOYMENT AGREEMENT BETWEEN
                RURAL CELLULAR CORPORATION AND WESLEY E. SCHULTZ

For the purposes of the Employment Agreement to which this Appendix is attached,
a "Change in Control" means the happening of any of the following:

          (1)  A majority of the directors of RCC shall be persons other than
     persons:

          (a)  for whose election proxies shall have been solicited by the
          Board, or

          (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,

          (2)  30% or more of the outstanding voting stock of RCC is acquired or
     beneficially owned (as defined in Rule 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

          (3)  The shareholders of RCC approve a definitive agreement or plan
     to:

              (a)  merge or consolidate RCC with or into another corporation 
              other than

                   (i)    a merger or consolidation with a subsidiary of RCC, or

                   (ii)   a merger in which:

                          (A)  RCC is the surviving corporation,

                          (B)  no outstanding voting stock of RCC (other than
                          fractional shares) held by shareholders immediately
                          prior to the merger is converted into cash,
                          securities, or other property (except: (1) voting
                          stock of a parent corporation owning directly, or
                          indirectly through wholly owned subsidiaries, both
                          beneficially and of record 100% of the voting stock
                          of RCC immediately after the merger; and (2) cash
                          upon the exercise by holders of voting stock of RCC
                          of statutory dissenters' rights),


                                     A-1

<PAGE>

                          (C)  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, more than
                          70% of, respectively, the then outstanding common 
                          stock and the then outstanding voting stock of the 
                          surviving corporation or its parent corporation, and

                          (D) if voting stock of the parent corporation is
                          exchanged for voting stock of RCC in the merger, all
                          holders of any class or series of voting stock of RCC
                          immediately prior to the merger have the right to
                          receive substantially the same per share consideration
                          in exchange for their voting stock of RCC as all other
                          holders of such class or series,

          (b) exchange, pursuant to a statutory exchange of shares of voting 
stock of RCC held by shareholders of RCC immediately prior to the exchange, 
shares of one or more classes or series of voting stock of RCC for cash, 
securities, or other property,

          (c) sell or otherwise dispose of all or substantially all of the 
assets of the Company (in one transaction or a series of transactions), or

          (d) liquidate or dissolve the Company.





                                    A-2