<PAGE>


                              RURAL CELLULAR CORPORATION

                             1995 STOCK COMPENSATION PLAN
                        (AS AMENDED THROUGH DECEMBER 18, 1996)

                                  TABLE OF CONTENTS


ITEM            DESCRIPTION                                                 PAGE


SECTION 1       Purpose; Definitions......................................... 1

SECTION 2       Administration............................................... 3

SECTION 3       Stock Subject to Plan........................................ 4

SECTION 4       Eligibility.................................................. 5

SECTION 5       Stock Options................................................ 5

SECTION 6       Stock Appreciation Rights.................................... 8

SECTION 7       Other Stock-Based Awards..................................... 10

SECTION 8       Change in Control Provisions................................. 11

SECTION 9       Amendments and Termination................................... 13

SECTION 10      Unfunded Status of Plan...................................... 14

SECTION 11      General Provisions........................................... 14

SECTION 12      Effective Date of Plan....................................... 16

SECTION 13      Term of Plan................................................. 16



<PAGE>

                              RURAL CELLULAR CORPORATION

                             1995 STOCK COMPENSATION PLAN
                        (AS AMENDED THROUGH DECEMBER 18, 1996)


1.  Purpose; Definitions.

    The purpose of the Rural Cellular Corporation 1995 Stock Compensation Plan
(the "Plan") is to enable Rural Cellular Corporation (the "Company"), and its
Parents, Subsidiaries, and Affiliates, to attract, retain, and reward employees
and to strengthen the mutuality of interests between such employees and the
Company's shareholders, by offering such employees stock options and/or other
equity-based incentives.

    In addition to definitions that may be contained elsewhere in this Plan,
for purposes of the Plan, the following terms shall be defined as set forth
below:

        (a)  "Affiliate" means any entity other than the Company and its Parents
    and Subsidiaries that is designated by the Board as a participating employer
    under the Plan, provided that the Company directly or indirectly owns at
    least 20% of the combined voting power of all classes of stock of such
    entity or at least 20% of the ownership interests in such entity.

        (b)  "Award" means any Option, Stock Appreciation Right, or Other 
    Stock-Based Award, or any other right, interest, or option relating to 
    Stock or other securities of the Company granted pursuant to the provisions
    of this Plan.

        (c)  "Award Agreement" means any written agreement, contract or other
    instrument or document evidencing any Award granted by the Committee
    hereunder and signed by both the Company and the Participant.

        (d)  "Board" means the Board of Directors of the Company.

        (e)  "Code" means the Internal Revenue Code of 1986, as amended from
    time to time, and any successor thereto.

        (f)  "Committee" means the Committee referred to in Section 2 of the 
    Plan. If at any time no Committee shall be in office, then the functions of
    the Committee specified in the Plan shall be exercised by the Board.  Where
    the Board has retained administrative authority with respect to the Plan, 
    references herein to the "Committee" shall refer to the Board.

<PAGE>

        (g)  "Company" means Rural Cellular Corporation, a corporation organized
    under the laws of the State of Minnesota, or any successor corporation.

        (h)  "Disability" means disability as determined under procedures
    established by the Committee for purposes of this Plan or, as applied to
    Incentive Stock Options, as defined in Section 22(e)(3) of the Code.

        (i)  [deleted]

        (j)  "Exchange Act" means the Securities Exchange Act of 1934, as
    amended from time to time.

        (k)  "Fair Market Value" means as of any given date, unless otherwise
    determined by the Committee in good faith, the closing bid price of the 
    Stock as reported on The Nasdaq Small-Cap Market or, if the Stock is then 
    traded on The Nasdaq National Market or a national or regional securities 
    exchange, the closing price of the Stock on The Nasdaq National Market or
    such exchange.

        (l)  "Incentive Stock Option" means any Stock Option intended to be and
    designated as an "Incentive Stock Option" within the meaning of Section 
    422 of the Code.

        (m)  "Nonqualified Stock Option" means any Stock Option that is not an
    Incentive Stock Option.

        (n)  "Other Stock-Based Award" means an Award under Section 7 below 
    that is valued in whole or in part by reference to, or is otherwise based
    on, Stock.

        (o)  "Parent" means any corporation (other than the Company) in an 
    unbroken chain of corporations ending with the Company if, at the time of 
    granting of an Award, each of the corporations other than the Company 
    owns stock possessing 50% or more of the total combined voting power of 
    all classes of stock in one of the other corporations in the chain.

        (p)  "Participant" means any person who is selected by the Committee to
    receive an Award under the Plan.

        (q)  "Plan" means this Rural Cellular Corporation 1995 Stock
    Compensation Plan, as hereafter amended from time to time.

        (r)  "Stock" means the Class A Common Stock, $.01 par value per 
    share, one vote per share, of the Company.

                                      -2-
<PAGE>

        (s)  "Stock Appreciation Right" or "SAR" means the right to receive a 
    payment in cash or Stock as determined by the Committee.

        (t)  "Stock Option" or "Option" means any option to purchase shares of
    Stock granted pursuant to Section 5 below.

        (u)  "Subsidiary" means any corporation (other than the Company) in an
    unbroken chain of corporations beginning with the Company if, at the time 
    of the granting of an Award, each of the corporations other than the last 
    corporation in the unbroken chain owns stock possessing 50% or more of 
    the total combined voting power of all classes of stock in one of the 
    other corporations in the chain.

    In addition, the term "Change in Control" shall have the meaning set forth
in Section 8(b) below.

2.  Administration.

    The Plan shall be administered by a Committee of not fewer than two members
of the Board, who shall be appointed by the Board and serve at the pleasure of
the Board.  The functions of the Committee specified in the Plan shall be
exercised by the Board, if and to the extent that no Committee exists that has
the authority to so administer the Plan, or to the extent that the Board retains
authority to administer the Plan under specified circumstances.  As to the
selection of and grants of Awards to persons who are not subject to Sections
16(a) and 16(b) of the Exchange Act, the Committee may delegate any or all of
its responsibilities to members of the Company's administration.  The grants of
Awards and determination of the terms thereof to persons who are subject to
Sections 16(a) and 16(b) of the Exchange Act shall be made in a manner that
satisfies the requirements of Rule 16b-3 under the Exchange Act, or any
successor rule.

    The Committee shall have full power and authority, consistent with the
provisions of the Plan and subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may be adopted by the Board:

        (a)  to select the employees of the Company and any Parent, 
    Subsidiary, or Affiliate to whom Awards may from time to time be granted 
    hereunder;

        (b)  to determine the type or types of Awards to be granted to 
    employees hereunder;

        (c)  to determine the number of shares of Stock to be covered by each 
    Award granted hereunder:
                                      -3-
<PAGE>

        (d)  to determine the terms and conditions, not inconsistent with the 
    terms of the Plan, of any Award granted hereunder;

        (e)  to determine whether, to what extent, and under what 
    circumstances an Award may be settled in cash, Stock or other property or
    canceled or suspended;

        (f)  to determine whether, to what extent, and under what 
    circumstances cash, Stock, and other property and other amounts payable 
    with respect to an Award shall be deferred either automatically or at the 
    election of the Participant;

        (g)  to interpret and administer the Plan and any instrument or 
    agreement entered into thereunder;

        (h)  to establish such rules and regulations and appoint such agents 
    as it shall deem appropriate for proper administration of the Plan; and

        (i)  to make any other determination and take any other action that 
    the Committee deems necessary or desirable for administration of the Plan.

    Members of the Board and of the Committee acting under the Plan shall be
fully protected in relying in good faith upon the advice of counsel and shall
incur no liability except for gross negligence or willful misconduct in the
performance of their duties.

    Decisions of the Committee shall be made in the Committee's sole discretion
and shall be final, conclusive, and binding on all persons, including the
Company, any Participant, any shareholder, and any employee of the Company or
any Parent, Subsidiary, or Affiliate.

3.  Stock Subject to Plan.

    The total number of shares of Stock reserved and available for distribution
under the Plan shall be 890,000 shares of Stock.  Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.

    Subject to the possible adjustments described in the last paragraph of this
Section 3, the total number of shares of Stock reserved and authorized for
issuance upon exercise of Incentive Stock Options shall be 890,000.  To the
extent that such shares are not used for Incentive Stock Options, they shall be
available for other Awards to be granted under the Plan.

    If any shares of Stock subject to an Award are not issued to a Participant
because an Option or SAR is not exercised or an Award is otherwise forfeited or
any such Award otherwise terminates without a payment being made to the
Participant in the 
                                      -4-
<PAGE>

form of Stock, such shares shall again be available for distribution in 
connection with future Awards under the Plan.

    In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split, or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the aggregate number of shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding Options granted under
the Plan, and in the number of shares subject to other outstanding Awards
granted under the Plan as may be determined to be appropriate by the Board, in
its sole discretion, provided that the number of shares subject to any Award
shall always be a whole number.  Any such adjusted option price shall also be
used to determine the amount payable by the Company upon the exercise of any
Stock Appreciation Right associated with any Stock Option.

4.  Eligibility.

    Officers, management, or highly compensated employees of the Company and
any Subsidiary, Parent, or Affiliate are eligible to be granted Awards under the
Plan.  The Committee shall have the exclusive authority to determine what
constitutes management or a "highly compensated employee" and in making such a
determination shall take into consideration guidelines established by the
Department of Labor and court decisions as to what constitutes a "select group
of management or highly compensated employees."

5.  Stock Options.

    Stock Options may be granted alone, in addition to, or in tandem with other
Awards granted under the Plan.  Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.

    Stock Options granted under the Plan may be of two types:  (i) Incentive
Stock Options and (ii) Nonqualified Stock Options.  Options may be issued with
or without Stock Appreciation Rights.

    Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

        (a)  EXERCISE PRICE.  Except as provided in Section 5(i), the 
    exercise price per share of Stock purchasable under a Stock Option shall 
    be determined by the Committee at the time of grant but shall be not less 
    than 85% of the Fair Market Value of the Stock on the date of grant.

        (b)  OPTION TERM.  Except as provided in Section 5(i) hereof, the 
    term of each Stock Option shall be fixed by the Committee.

                                      -5-
<PAGE>
          (c)  EXERCISABILITY.  Stock Options shall be exercisable 
     at such time or times and subject to such terms and conditions as shall 
     be determined by the Committee at or after grant; provided, however, 
     that, except as provided in Sections 5(f), (g), and (h) and Section 8, 
     unless otherwise determined by the Committee at or after grant, no Stock 
     Option shall be exercisable prior to the first anniversary date of the 
     granting of the Option.  If the Committee provides, in its sole 
     discretion, that any Stock Option is exercisable only in installments, 
     the Committee may waive such installment exercise provisions at any time 
     at or after grant in whole or in part, based on such factors as the 
     Committee shall determine, in its sole discretion.

          (d)  METHOD OF EXERCISE.  Subject to whatever  installment exercise 
     provisions apply under Section 5(c),  Stock Options may be exercised in 
     whole or in part at any time during the option period.

          Payment of the exercise price may be made by check, note (if 
     approved by the Board), or such other instrument or method as the 
     Committee may accept.  If so provided in the related Award Agreement, 
     payment in full or in part may also be made by delivery of Stock owned 
     by the optionee for at least six months prior to the exercise of the 
     Option (based on the Fair Market Value of the Stock on the date the 
     Option is exercised, as determined by the Committee).  Payment of the 
     exercise price may be made through exercise of either Tandem SARs or 
     Freestanding SARs held by the optionee.  

          No shares of Stock shall be issued until full payment therefor has 
     been made.  An optionee shall generally have the rights to dividends or 
     other rights of a shareholder with respect to shares subject to the 
     Option after the optionee has given written notice of exercise, has paid 
     in full for such Stock, and, if requested, has given the representation 
     described in Section 11(a).

          (e)  NONTRANSFERABILITY OF OPTIONS.  Subject to Section 5(i) 
     hereof, unless otherwise provided in the related Award Agreement, no 
     Stock Option shall be transferable by the optionee otherwise than by 
     will or by the laws of descent and distribution or pursuant to a 
     qualified domestic relations order as defined by the Code or Title I of 
     the Employee Retirement Income Security Act, or the rules and 
     regulations thereunder, and all Stock Options shall be exercisable 
     during the optionee's lifetime only by the optionee.

          (f)  TERMINATION BY DEATH.  Subject to Section 5(i), if an 
     optionee's employment by the Company or any Subsidiary, Parent, or 
     Affiliate terminates by reason of death, any Stock Option held by such 
     optionee may thereafter be exercised, to the extent such Option was 
     exercisable at the time of death or on such accelerated basis as the 
     Committee may determine at or after grant (or as may be determined in 
     accordance with procedures established by the Committee), by the

                                           -6-
<PAGE>

     Committee), legal representative of the optionee's estate or by any 
     person who acquired the Option by will or the laws of descent and 
     distribution, for a period of one year (or such other period as the 
     Committee may specify at grant) from the date of such death or 
     until the expiration of the stated term of such Stock Option, 
     whichever period is the shorter.

          (g)  TERMINATION BY REASON OF DISABILITY.  Subject to Section 5(i), 
     if an optionee's employment by the Company or any Subsidiary, Parent, or 
     Affiliate terminates by reason of Disability, any Stock Option held by 
     such optionee may thereafter be exercised by the optionee, to the extent 
     it was exercisable at the time of termination or on such accelerated 
     basis as the Committee may determine at or after grant (or as may be 
     determined in accordance with procedures established by the Committee), 
     until the expiration of the stated term of such Stock Option (unless 
     otherwise specified by the Committee at the time of grant); provided, 
     however, that, if the optionee dies prior to such expiration (or within 
     such other period as the Committee shall specify at grant), any 
     unexercised Stock Option held by such optionee shall thereafter be 
     exercisable to the extent to which it was exercisable at the time of 
     death for a period of one year from the date of such death or until the 
     expiration of the stated term of such Stock Option, whichever period is  
     the shorter.

          (h)  OTHER TERMINATION.  Subject to Section 5(i), unless otherwise 
     determined by the Committee (or pursuant to procedures established by 
     the Committee) at or after grant, if an optionee's employment by the 
     Company or any Subsidiary, Parent, or Affiliate terminates for any 
     reason other than death or Disability, the Stock Option shall be 
     exercisable, to the extent otherwise then exercisable, for the lesser of 
     three months from the date of termination of employment or the balance 
     of such Stock Option's term.

          (i)  INCENTIVE STOCK OPTIONS.  Anything in the Plan to the contrary 
     notwithstanding, no term of this Plan relating to Incentive Stock 
     Options shall be interpreted, amended, or altered, nor shall any 
     discretion or authority granted under the Plan be exercised, so as to 
     disqualify the Plan under Section 422 of the Code or, without the 
     consent of the optionee(s) affected, to disqualify any Incentive Stock 
     Option under such Section 422.

          To the extent required for "incentive stock option" status under 
     Section 422 of the Code (taking into account applicable Internal Revenue 
     Service regulations and pronouncements and court decisions), the Plan 
     shall be deemed to provide:

               (i)  that Incentive Stock Options may be granted only to       
          employees of the Company or any Parent or Subsidiary of the 
          Company;

                                           -7-
<PAGE>

               (ii) that the exercise price of any Incentive Stock Option     
          shall not be less than 100% of the Fair Market Value of the Stock 
          as of the date of grant (110% for an optionee who owns stock 
          possessing more than  10% of the voting power of all classes 
          of stock of the Company or of a Parent or Subsidiary);

               (iii) that the maximum term of exercise for any Incentive      
          Stock Option shall not exceed ten years (five years in the case of  
          an optionee who owns stock possessing more than 10% of the 
          voting power of all classes of stock of the Company or of a 
          Parent or Subsidiary); and

               (iv) that Incentive Stock Options shall not be transferable by 
          the optionee otherwise than by will or the laws of descent and 
          distribution and shall be exercisable, during the optionee's   
          lifetime, only by the optionee.

          To the extent permitted under Section 422 of the Code or applicable 
     regulations thereunder or any applicable Internal Revenue Service   
     pronouncements:

               (i)  if a Participant's employment is terminated by reason of  
          death or Disability and the portion of any Incentive Stock 
          Option that becomes exercisable during the post-termination 
          period specified in Section 5(f) or (g) hereof exceeds the 
          $100,000 limitation contained in Section 422(d) of the Code, 
          such excess shall be treated as a Nonqualified Stock Option; 
          and

               (ii) if the exercise of an Incentive Stock Option is      
          accelerated by reason of a Change in Control, any portion of such   
          Option that exceeds the $100,000 limitation contained in Section 
          422(d) of the Code shall be treated as a Nonqualified Stock 
          Option.

          (j)  NO TANDEM OPTIONS.  Options consisting of both an Incentive 
     Stock Option and a Nonqualified Stock Option shall not be granted 
     under the Plan.

6.   Stock Appreciation Rights.

          (a)  GRANT AND EXERCISE.  Stock Appreciation Rights may be granted 
     either alone ("Freestanding SAR") or in addition to other Awards granted 
     under the Plan and may, but need not, relate to all or part of any Stock 
     Option granted under the Plan ("Tandem SAR").  In the case of a 
     Nonqualified Stock Option, a Tandem SAR may be granted either at or 
     after the time of the grant of such Stock Option.  In the case of an 
     Incentive Stock Option, a Tandem SAR may be granted only at the time of 
     the grant of such Stock Option.
                                     
                                           -8-
<PAGE>

          A Tandem SAR shall terminate and no longer be exercisable upon the 
     termination or exercise of the related Stock Option, subject to such 
     provisions as the Committee may specify at grant where a Tandem SAR is 
     granted with respect to less than the full number of shares covered by a 
     related Stock Option.  Stock Options relating to exercised Tandem SARs 
     shall no longer be exercisable to the extent that the related Tandem 
     SARs have been exercised.

          A Stock Appreciation Right may be exercised, subject to Section 
     6(b), in accordance with the procedures established by the Committee for 
     such purpose and as set forth in the related Award Agreement.  Upon such 
     exercise, the optionee shall be entitled to receive an amount determined 
     in the manner prescribed in Section 6(b).

          (b)  TERMS AND CONDITIONS.  Stock Appreciation Rights shall be 
     subject to such terms and conditions, not inconsistent with the 
     provisions of the Plan, as shall be determined from time to time by the 
     Committee, including the following:

              (i)  The exercise price of a Tandem SAR shall be the exercise 
          price of the related Option.  The exercise price of a 
          Freestanding SAR shall be not less than 100% of the Fair Market 
          Value of the Stock on the date of grant of the Freestanding 
          SAR.  Notwithstanding the foregoing, the Committee may 
          unilaterally limit the appreciation in value of Stock attributable 
          to an SAR at any time prior to its exercise.

              (ii) Stock Appreciation Rights shall be exercisable only at 
          such time or times and to the extent provided in the related 
          Award Agreement; provided, however, that the exercise 
          provisions of an SAR granted in tandem with an Incentive Stock 
          Option shall be the same as the related Option.

              (iii) Upon the exercise of a Stock Appreciation Right, the 
          holder shall be entitled to receive an amount in cash or shares 
          of Stock equal in value to the excess of the Fair Market Value 
          of one share of Stock on the date of exercise, or such other 
          date as the Committee shall specify in the Award Agreement, 
          over the exercise price per share specified in the related     
          Award Agreement multiplied by the number of shares in respect of 
          which the Stock Appreciation Right shall have been exercised, 
          with the Committee having the right to determine the form of 
          payment.  When payment is to be made in Stock, the number of 
          shares to be paid shall be calculated on the basis of the Fair 
          Market Value of the Stock on the date of exercise.

                                          -9-
<PAGE>

              (iv) Unless otherwise provided in the related Award Agreement, 
          Stock Appreciation Rights shall not be transferable except 
          under the laws of descent and distribution or pursuant to a 
          qualified domestic relations order as defined by the Code or 
          Title I of the Employee Retirement Income Security Act, or the 
          rules thereunder, and shall be exercisable during the lifetime 
          of the Participant only by the Participant.

              (v) Upon the exercise of a Stock Appreciation Right, any 
          related Stock Option or part thereof to which such Stock 
          Appreciation Right is related shall be deemed to have been 
          exercised for the purpose of the limitation set forth in 
          Section 3 of the Plan on the number of shares of Stock to be 
          issued under the Plan.

7.   Other Stock-Based Awards.

          (a)  ADMINISTRATION.  Other Awards of Stock or that are valued in 
     whole or in part by reference to, or are otherwise based on, Stock 
     ("Other Stock-Based Awards"), including, without limitation, performance 
     shares, convertible preferred stock, convertible debentures, or 
     exchangeable securities, may be granted either alone or in addition to 
     or in tandem with Stock Options or Stock Appreciation Rights granted 
     under the Plan.

          Subject to the provisions of the Plan, the Committee shall have 
     authority to determine the persons to whom and the time or times at 
     which such Awards shall be made, the number of shares of Stock to be 
     awarded pursuant to such Awards, and all other conditions of the Awards. 
     The Committee may also provide for the grant of Stock upon the 
     completion of a specified performance period.

          The provisions of Other Stock-Based Awards need not be the same 
     with respect to each recipient.

          (b)  TERMS AND CONDITIONS.  Unless otherwise provided in the 
     related Award Agreement, Stock subject to Awards made under this Section 
     7 may not be sold, assigned, transferred, pledged, or otherwise 
     encumbered prior to the date on which the Stock is issued or, if later, 
     the date on which any applicable restriction, performance, or deferral 
     period lapses.

          The Participant shall be entitled to receive, currently or on a 
     deferred basis, interest or dividends or interest or dividend 
     equivalents with respect to the Stock covered by the Award, as 
     determined at the time of the Award by the Committee, in its sole 
     discretion, and the Committee may provide that such amounts (if any) 
     shall be deemed to have been reinvested in additional Stock or otherwise 
     reinvested.
                  
                                           -10-
<PAGE>

         Any Award under Section 7 and any Stock covered by any such Award shall
    vest or be forfeited to the extent so provided in the Award Agreement, as 
    determined by the Committee, in its sole discretion.

        In the event of the Participant's retirement, Disability, or death, or
    in cases of special circumstances, the Committee may, in its sole 
    discretion, waive in whole or in part any or all of the remaining 
    limitations imposed with respect to any or all of an Award under this 
    Section 7.

        Each Award under this Section 7 shall be confirmed by, and subject to
    the terms of, an Award Agreement or other instrument entered into by the 
    Company and the Participant.

        Stock (including securities convertible into Stock) issued on a bonus 
    basis under this Section 7 may be issued for no cash consideration.  The 
    purchase price of any Stock (including securities convertible into Stock) 
    subject to a purchase right awarded under this Section 7 shall be at 
    least 85% of the Fair Market Value of the Stock on the date of grant.

8.  Change in Control Provisions.

        (a)  IMPACT OF EVENT.  In the event of a "Change in Control" as defined
    in Section 8(b), any Award granted under this Plan shall become fully 
    exercisable and vested.

        (b)  DEFINITION OF "CHANGE IN CONTROL."  For purposes of Section 8(a),
    a  "Change in Control" means the happening of any of the following:

             (i)  A majority of the directors of the Company 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,

             (ii) 30% or more of the outstanding voting stock of the
        Company is acquired or beneficially owned (as defined in Rule 13d-3
        under the Exchange Act or any successor rule thereto) by any person
        (other than the Company or a subsidiary of the Company) or group of
        persons acting in concert (other than the acquisition and beneficial

                                 -11-

<PAGE>

        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 the Company as a result of a merger which
        complies with paragraph (iii)(A)(2) hereof in all respects), or 

             (iii) The shareholders of the Company approve a
        definitive agreement or plan to

                  (A)  Merge or consolidate the Company with or into
              another corporation other than

                       (1)  a merger or consolidation with a subsidiary
                  of the Company or
         
                       (2)  a merger in which
         
                            (a)  the Company is the surviving corporation,

                            (b)  no outstanding voting stock of the Company
                       (other than fractional shares) held by shareholders
                       immediately prior to the merger is converted into cash,
                       securities, or other property (except (i) 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 the Company
                       immediately after the merger and (ii) cash upon the
                       exercise by holders of voting stock of the Company of
                       statutory dissenters' rights),

                            (c)  the persons who were the beneficial owners,
                       respectively, of the outstanding common stock and
                       outstanding voting stock of the Company 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 the Company in the merger,
                       all holders of any class or 

                              -12-

<PAGE>

                       series of voting stock of the Company immediately prior
                       to the merger have the right to receive substantially the
                       same per share consideration in exchange for their voting
                       stock of the Company as all other holders of such class
                       or series,

                  (B)  exchange, pursuant to a statutory 
              exchange of shares of voting stock of the Company held by 
              shareholders of the Company immediately prior to the 
              exchange, shares of one or more classes or series of voting 
              stock of the Company 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.

9.  Amendments and Termination.

    The Board may amend, alter, discontinue, or terminate the Plan, or any
portion thereof, but no amendment, alteration, or discontinuation shall be made
which would impair the vested rights of a Participant under any Award
theretofore granted without the Participant's consent or which, without the
approval of the Company's shareholders, would:

    (a)  except as expressly provided in this Plan, increase the total number
of shares reserved for the purpose of the Plan;

    (b)  authorize an increase in the total number of shares reserved for
issuance upon exercise of Incentive Stock Options;

    (c)  decrease the option price of any Incentive Stock Option to less than
100% of the Fair Market Value on the date of grant;

    (d)  permit the issuance of Stock prior to payment in full therefor;

    (e)  change the employees or class of employees eligible to participate in
the Plan; or

    (f)  extend the maximum option period under Section 5(i) of the Plan.

    The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Section 3 above, no such
amendment shall 

                                     -13-

<PAGE>

impair the vested rights of any holder without the holder's consent.  The 
Committee may also substitute new Stock Options for previously granted Stock 
Options (on a one-for-one or other basis), including previously granted Stock 
Options having higher option exercise prices.

    Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

10. Unfunded Status of Plan.

    The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.  In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or payments in lieu of or with respect to Awards hereunder;
provided, however, that, unless the Committee otherwise determines with the
consent of the affected Participant, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

11. General Provisions.

              (a)  The Committee may require each person purchasing shares 
         pursuant to a Stock Option or receiving shares pursuant to any other 
         Award under the Plan to represent to and agree with the Company in 
         writing that the Participant is acquiring the shares without a view 
         to distribution thereof.  The certificates for such shares may 
         include any legend which the Committee deems appropriate to reflect 
         any restrictions on transfer.

              All certificates for shares of Stock or other securities 
         delivered under the Plan shall be subject to such stop transfer 
         orders and other restrictions as the Committee may deem advisable 
         under the rules, regulations, and other requirements of the 
         Securities and Exchange Commission, any over-the-counter market on 
         which the Stock is quoted, any stock exchange upon which the Stock 
         is then listed, and any applicable federal or state securities law, 
         and the Committee may cause a legend or legends to be put on any 
         such certificates to make appropriate reference to such restrictions.

              (b)  The Committee may at any time offer to buy out for a 
         payment in cash or Stock an Award previously granted, based on such 
         terms and conditions as the Committee shall establish and 
         communicate to the Participant at the time that such offer is made.

                                     -14-

<PAGE>

              (c)  Nothing contained in this Plan shall prevent the Board 
         from adopting other or additional compensation arrangements, subject 
         to shareholder approval if such approval is required; and such 
         arrangements may be either generally applicable or applicable only 
         in specific cases.

              (d)  Neither the adoption of this Plan nor the grant of any 
         Award hereunder shall confer upon any employee of the Company or any 
         Subsidiary, Parent, or Affiliate any right to continued employment 
         with the Company or a Subsidiary, Parent, or Affiliate, as the case 
         may be, or interfere in any way with the right of the Company or a 
         Subsidiary, Parent, or Affiliate to terminate the employment of any 
         of its employees at any time.

              (e)  No later than the date as of which an amount first becomes 
         includable in the gross income of the Participant for federal income 
         tax purposes with respect to any Award under the Plan, the 
         Participant shall pay to the Company, or make arrangements 
         satisfactory to the Committee regarding the payment of, any federal, 
         state, or local taxes of any kind required by law to be withheld 
         with respect to such amount.  The obligations of the Company under 
         the Plan shall be conditional on such payment or arrangements, and 
         the Company and any Subsidiary, Parent, or Affiliate shall, to the 
         extent permitted by law, have the right to deduct any such taxes 
         from any payment of any kind otherwise due to the Participant.  If 
         so provided in the related Award Agreement, a Participant may 
         authorize the withholding of shares of Stock otherwise deliverable 
         upon exercise of an Option or the grant or vesting of an Award to 
         satisfy any tax obligations arising from such exercise, grant, or 
         vesting.

              (f)  The actual or deemed reinvestment of dividends or dividend 
         equivalents in additional Stock at the time of any dividend payment 
         shall only be permissible if sufficient shares of Stock are 
         available under Section 3 for such reinvestment (taking into account 
         then outstanding Stock Options and other Plan Awards).

              (g)  To the extent that federal laws (such as the Code, the 
         Exchange Act, or the Employee Retirement Income Security Act of 
         1974) do not otherwise control, this Plan and all Awards made and 
         actions taken hereunder shall be governed by and construed in 
         accordance with the laws of the State of Minnesota.

              (h)  Unless otherwise provided in the related Award Agreement, 
         no rights granted hereunder may be assigned, transferred, pledged, 
         or hypothecated (whether by operation of law or otherwise) or be 
         subject to execution, attachment, or similar process, and any 
         attempted assignment, transfer, pledge, hypothecation, or other 
         disposition or levy of attachment or similar process upon any such 
         right will be null and void and without effect.


                                     -15-

<PAGE>

              (i)  If any term, provision, or portion of this Plan or any 
         Award granted hereunder shall be deemed unenforceable or in 
         violation of applicable law, such term, provision, or portion of the 
         Plan or the Award shall be deemed severable from all other terms, 
         provisions, or portions of this Plan or the Award or any other 
         Awards granted hereunder, which shall otherwise continue in full 
         force and effect.

12. Effective Date of Plan.

    The Plan shall be effective as of September 30, 1995, subject to the
approval of the Plan by a majority of the votes cast by the holders of the
Company's Common Stock at the annual shareholders' meeting next following
adoption of the Plan.  Any grants made under the Plan prior to such approval
shall be effective when made (unless otherwise specified by the Committee at the
time of grant), but shall be conditioned on, and subject to, such approval of
the Plan by such shareholders.

13. Term of Plan.

    No Incentive Stock Option shall be granted pursuant to the Plan on or after
the tenth anniversary of the date of adoption of the Plan, but Incentive Stock
Options granted prior to such tenth anniversary may extend beyond that date. 
All other Awards may be granted at any time and for any period unless otherwise
provided by the Plan.


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


    Approved and adopted by the Board of Directors of Rural Cellular
Corporation as of August 23, 1995, and approved by the shareholders on September
15, 1995.  The number of shares originally reserved for this Plan has been
adjusted to reflect a Stock split approved by the Board of Directors on November
28, 1995.

    This Plan has been restated to reflect:

              (i)  an amendment adopted by the Board of Directors effective 
         March 21, 1996, deleting Section 6(b)(vi); 

              (ii) amendments adopted by the Board of Directors effective 
         October 18, 1996, to comply with changes in Rule 16b-3 under the 
         Securities Exchange Act of 1934; and

              (iii)     an increase in the number of shares authorized to be 
         issued under the Plan adopted by the Board of Directors effective 
         December 18, 1996 (subject to the approval of the Company's 
         shareholders at the 1997 annual meeting).


                                     -16-