Exhibit 10.9


                             SUREWEST COMMUNICATIONS
                           2000 EQUITY INCENTIVE PLAN


ARTICLE 1.        INTRODUCTION.

     The Plan was adopted by the Board effective January 31, 2000 and amended by
the Board on  December  13,  2001.  The  purpose of the Plan is to  promote  the
long-term  success of the  Company  and  creation  of  shareholder  value by (a)
encouraging  Employees,  Outside  Directors and Consultants to focus on critical
long-range   objectives,   (b)  encouraging  the  attraction  and  retention  of
Employees, Outside Directors and Consultants with exceptional qualifications and
(c) linking Employees, Outside Directors and Consultants directly to shareholder
interests  through  increased  share  ownership.  The Plan seeks to achieve this
purpose by providing for Awards in the form of Restricted  Shares,  Stock Units,
Performance  Shares,  Options (which may constitute  incentive  stock options or
nonstatutory stock options) or stock appreciation rights.

     The Plan shall be governed by, and construed in accordance  with,  the laws
of the State of California (except their choice-of-law provisions).

ARTICLE 2.        DEFINITIONS.

     2.1  "Affiliate"  means any entity other than a Subsidiary,  if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

     2.2 "'Award"  means any award of an Option,  an SAR, a Restricted  Share, a
Stock Unit or a Performance Share under the Plan.

     2.3 "Board" means the Company's  Board of Directors,  as  constituted  from
time to time.

     2.4 A "Change  in  Control"  shall be deemed  to have  occurred  if (A) any
"person" (as such term is used in Section 13(d) and 14(d) of the Exchange  Act),
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company  representing  Twenty percent (20%) or more of the combined voting power
of the Company's then outstanding  voting  securities;  (B) there is a merger or
consolidation  of the  Company  in which  the  Company  does not  survive  as an
independent public company; or (C) the business or businesses of the Company for
which a Participant's  services are principally performed are disposed of by the
Company pursuant to a partial or complete  liquidation of the Company, a sale of
assets  (including  stock of a  Subsidiary)  of the  Company,  or  otherwise.  A
transaction  shall not  constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

     2.5 "Code" means the Internal Revenue Code of 1986, as amended.

     2.6 "Committee" means the Compensation Committee of the Board, as described
in Article 3.

     2.7 "Company" means SureWest Communications, a California corporation.

     2.8  "Consultant"  means a  consultant  or adviser who  provides  bona fide
services  to  the  Company,  a  Parent,  a  Subsidiary  or  an  Affiliate  as an
independent  contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 5.1.

     2.9  "Employee"  means a common law  employee of the Company,  a Parent,  a
Subsidiary or an Affiliate.

     2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.11 "Exercise Price," in the case of an Option, means the amount for which
one Share may be purchased  upon  exercise of such  Option,  as specified in the
applicable  Stock  Option  Agreement.  "Exercise  Price," in the case of an SAR,
means  an  amount,  as  specified  in the  applicable  SAR  Agreement,  which is
subtracted  from the Fair Market  Value of one Share in  determining  the amount
payable upon exercise of such SAR.

     2.12 "Fair Market  Value" means the market price of Shares,  determined  by
the Committee in good faith on such basis as it deems  appropriate.  Fair Market
Value may mean (i) if the  Company's  common  stock is  listed  on a  securities
exchange or is traded over the NASDAQ National Market System,  the closing sales
price of one Share on such exchange or other such system on an  applicable  date
or, in the absence of reported  sales on such date,  the closing  sales price on
the  immediately  preceding  date on which sales were  reported,  or (ii) if the
Company's common stock is not listed on a securities exchange or traded over the
NASDAQ  National  Market System,  the mean between the bid and offered prices of
the Share as quoted by the National  Association  of Securities  Dealer  through
NASDAQ, provided, that if the Committee determines that the fair market value is
not  properly  reflected by such NASDAQ  quotations,  the Fair Market Value will
mean the fair market value as  determined  by such other method as the Committee
determines  in  good  faith  to  be  reasonable.  Such  determination  shall  be
conclusive and binding on all persons.

     2.13 "ISO" means an incentive  stock option  described in Section 422(b) of
the Code.

     2.14 "NSO" means a stock option not described in Sections 422 or 423 of the
Code.

     2.15 "Option"  means an ISO or NSO granted under the Plan and entitling the
holder to purchase Shares.

     2.16 "Optionee" means an individual or estate who holds an Option or SAR.

     2.17 "Outside Director" means a member of the Board who is not an Employee.
Service as an Outside  Director shall be considered  employment for all purposes
of the Plan, except as provided in Section 5.1.

     2.18 "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if 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 such chain. A
corporation  that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

     2.19 "Participant" means an individual or estate who holds an Award.

     2.20 "Performance Share" means an Award to a Participant under Article 12.

     2.21 "Performance  Share Agreement" means the agreement between the Company
and  a  Participant  which  contains  the  terms,  conditions  and  restrictions
pertaining to such Performance Share.

     2.22 "Plan" means this SureWest  Communications 2000 Equity Incentive Plan,
as amended from time to time.

     2.23 "Restricted Share" means a Share awarded under the Plan.

     2.24 "Restricted  Stock Agreement" means the agreement  between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.

     2.25 "SAR" means a stock appreciation right granted under the Plan.

     2.26 "SAR  Agreement"  means  the  agreement  between  the  Company  and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     2.27 "Share" means one share of the common stock of the Company.

     2.28 "Stock Option  Agreement" means the agreement  between the Company and
an Optionee that contains the terms,  conditions and restrictions  pertaining to
his or her Option.

     2.29 "Stock Unit" means a bookkeeping entry  representing the equivalent of
one Share, as awarded under the Plan.

     2.30 "Stock Unit Agreement" means the agreement between the Company and the
recipient of a Stock Unit which contains the terms,  conditions and restrictions
pertaining to such Stock Unit.

     2.31  "Subsidiary"  means any  corporation  (other than the  Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if 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 such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

ARTICLE 3.        ADMINISTRATION.

     3.1 Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist exclusively of two or more directors of the Company,
who shall be  appointed  by the  Board.  In  addition,  the  composition  of the
Committee shall satisfy:

          (a) Such  requirements  as the Securities and Exchange  Commission may
     establish  for  administrators  acting under plans  intended to quality for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (b) Such  requirements  as the Internal  Revenue Service may establish
     for Outside  Directors acting under plans intended to qualify for exemption
     under section 162(m)(4)(C) of the Code.

     3.2  Committee  Responsibilities.   The  Committee  shall  (a)  select  the
Employees, Outside Directors and Consultants who are to receive Awards under the
Plan, (b) determine the type,  number,  vesting  requirements and other features
and  conditions  of such Awards,  (c)  interpret the Plan and (d) make all other
decisions  relating to the  operation of the Plan.  The Committee may adopt such
rules  or  guidelines  as it  deems  appropriate  to  implement  the  Plan.  The
Committee's  determinations  under the Plan  shall be final and  binding  on all
persons.

     3.3  Committee  for  Non-Officer  Grants.  The  Board  may also  appoint  a
secondary  committee  of the  Board,  which  shall  be  composed  of two or more
directors of the Company who need not satisfy the  requirements  of Section 3.1.
Such  secondary  committee may administer the Plan with respect to Employees and
Consultants  who are not  considered  officers or directors of the Company under
Section  16 of the  Exchange  Act,  may  grant  Awards  under  the  Plan to such
Employees and  Consultants and may determine all features and conditions of such
Awards. Within the limitations of this Section 3.3, any reference in the Plan to
the Committee shall include such secondary committee.

ARTICLE 4.        SHARES AVAILABLE FOR GRANTS.

     4.1  Basic  Limitation.  Shares  issued  pursuant  to  the  Plan  shall  be
authorized but unissued  shares.  The aggregate  number of Options,  SARs, Stock
Units, Restricted Shares and Performance Shares awarded under the Plan shall not
exceed Nine Hundred Fifty Thousand (950,000) Shares until December 31, 2002, and
commencing  with  the  first  business  day of  each  calendar  year  thereafter
beginning with January 2, 2003, such maximum number of Shares shall be increased
by a number equal to one percent (1%) of the number of Shares  outstanding as of
December 31 of the immediately  preceding  calendar year. The limitation of this
Section 4.1 shall be subject to adjustment pursuant to Article 13.

     4.2 Forfeited Shares. If Restricted  Shares,  Performance  Shares or Shares
issued upon the exercise of Options are forfeited,  then such Shares shall again
become available for Awards under the Plan. If Stock Units,  Options or SARs are
forfeited or terminate  for any other reason  before being  exercised,  then the
corresponding  Shares shall again become available for Awards under the Plan. If
Stock Units are settled, then only the number of Shares (if any) actually issued
in  settlement  of such Stock  Units  shall  reduce the number  available  under
Section 4.1 and the balance  shall again become  available  for Awards under the
Plan.  If SARs are  exercised,  then only the number of Shares (if any) actually
issued in  settlement  of such SARs  shall  reduce the  number  available  under
Section 4.1 and the balance  shall again become  available  for Awards under the
Plan. The foregoing notwithstanding,  the aggregate number of Shares that may be
issued  under the Plan upon the  exercise  of ISOs shall not be  increased  when
Restricted Shares, Performance Shares or other Shares are forfeited.

     4.3 Dividend  Equivalents.  Any dividend equivalents paid or credited under
the  Plan  shall  not be  applied  against  the  number  of  Restricted  Shares,
Performance Shares, Stock Units,  Options or SARs available for Awards,  whether
or not such dividend equivalents are converted into Stock Units.

ARTICLE 5.        ELIGIBILITY.

     5.1 Incentive Stock Options. Only Employees who are common-law employees of
the Company,  a Parent or a Subsidiary  shall be eligible for the grant of ISOs.
In  addition,  an Employee who owns more than 10% of the total  combined  voting
power of all classes of  outstanding  stock of the Company or any of its Parents
or  Subsidiaries  shall  not be  eligible  for the  grant of an ISO  unless  the
requirements set forth in section 422(c)(6) of the Code are satisfied.

     5.2 Other Grants.  Only Employees,  Outside Directors and Consultants shall
be eligible for the grant of Restricted Shares, Performance Shares, Stock Units,
NSOs or SARs.

ARTICLE 6.        OPTIONS.

     6.1 Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all  applicable  terms of the Plan and may be subject
to any other terms that are not  inconsistent  with the Plan.  The Stock  Option
Agreement  shall specify  whether the Option is an ISO or an NSO. The provisions
of the various Stock Option  Agreements  entered into under the Plan need not be
identical.  Options  may be  granted  in  consideration  of a  reduction  in the
Optionee's other  compensation.  A Stock Option Agreement may provide that a new
Option will be granted  automatically to the Optionee when he or she exercises a
prior Option and pays the Exercise Price in the form described in Section 7.2.

     6.2 Number of Shares.  Each Stock Option Agreement shall specify the number
of Shares  subject to the Option and shall  provide for the  adjustment  of such
number in  accordance  with  Article 13.  Options  granted to any  Optionee in a
single  fiscal year of the  Company  shall not cover more than  200,000  Shares,
except that Options  granted to a new Employee in the fiscal year of the Company
in which his or her service as an Employee first  commences shall not cover more
than 25,000 Shares. The limitations set forth in the preceding sentence shall be
subject to adjustment in accordance with Article 13.

     6.3 Exercise Price.  Each Stock Option Agreement shall specify the Exercise
Price;  provided that the Exercise  Price under an ISO shall in no event be less
than  100% of the Fair  Market  Value  of a Share  on the date of grant  and the
Exercise  Price  under an NSO  shall  in no  event be less  than 85% of the Fair
Market  Value of a Share on the date of  grant.  In the case of an NSO,  a Stock
Option  Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.

     6.4  Exercisability and Term. Each Stock Option Agreement shall specify the
date  or  event  when  all  or  any  installment  of  the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option;  provided that the term of an ISO shall in no event exceed 10 years from
the  date of  grant.  A Stock  Option  Agreement  may  provide  for  accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration  prior to the end of its term in the
event of the  termination of the Optionee's  service.  Options may be awarded in
combination  with SARs,  and such an Award may provide that the Options will not
be exercisable unless the related SARs are forfeited.

     6.5 Effect of Change in Control.  The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
as to all or part of the  Shares  subject  to such  Option in the  event  that a
Change in Control occurs with respect to the Company, subject to the limitations
that, in the case of an ISO, the acceleration of exercisability  shall not occur
without the Optionee's written consent.

     6.6  Modification  or Assumption of Options.  Within the limitations of the
Plan,  the Committee  may modify,  extend or assume  outstanding  options or may
accept the  cancellation of outstanding  options (whether granted by the Company
or by another  issuer) in return for the grant of new  options for the same or a
different  number of shares and at the same or a different  exercise price.  The
foregoing  notwithstanding,  no  modification  of an Option  shall,  without the
consent of the Optionee,  alter or impair his or her rights or obligations under
such Option.

     6.7 Buyout  Provisions.  The Committee may at any time (a) offer to buy out
for a payment in cash or cash  equivalents an Option  previously  granted or (b)
authorize  an Optionee  to elect to cash out an Option  previously  granted,  in
either  case at such  time and  based  upon such  terms  and  conditions  as the
Committee shall establish.

ARTICLE 7.        PAYMENT FOR OPTION SHARES.

     7.1 General Rule. The entire  Exercise Price of Shares issued upon exercise
of Options  shall be payable in cash or cash  equivalents  at the time when such
Shares are purchased, except as follows:

          (a) In the case of an ISO  granted  under the Plan,  payment  shall be
     made only pursuant to the express provisions of the applicable Stock Option
     Agreement.  The Stock Option Agreement may specify that payment may be made
     in any form(s) described in this Article 7.

          (b) In the  case of an  NSO,  the  Committee  may at any  time  accept
     payment in any form(s) described in this Article 7.

     7.2 Surrender of Stock.  To the extent that this Section 7.2 is applicable,
all or any part of the Exercise Price may be paid by surrendering,  or attesting
to the ownership of, Shares that are already owned by the Optionee.  Such Shares
shall be valued at their Fair  Market  Value on the date when the new Shares are
purchased  under the Plan. The Optionee  shall not  surrender,  or attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the  Company to  recognize  compensation  expense  (or  additional  compensation
expense) with respect to the Option for financial reporting purposes.

     7.3 Exercise/Sale.  To the extent that this Section 7.3 is applicable,  all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form  prescribed by the Company) an irrevocable  direction to a
securities  broker  approved  by the  Company  to sell all or part of the Shares
being  purchased under the Plan and to deliver all or part of the sales proceeds
to the Company.

     7.4 Exercise/Pledge. To the extent that this Section 7.4 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering  (on a form  prescribed by the Company) an  irrevocable  direction to
pledge all or part of the Shares being  purchased under the Plan to a securities
broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company.

     7.5 Promissory Note. To the extent that this Section 7.5 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering  (on a form  prescribed  by the Company) a  full-recourse  promissory
note.

     7.6  Other  Forms of  Payment.  To the  extent  that  this  Section  7.6 is
applicable,  all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable  laws,  regulations
and rules.

ARTICLE 8.         AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.

     8.1 Annual  Grants.  Upon the  conclusion of each regular annual meeting of
the Company's  stockholders  held in the year 2000 or  thereafter,  each Outside
Director who will  continue  serving as a member of the Board  thereafter  shall
receive an NSO covering 1,250 Shares  (subject to adjustment  under Article 13).
NSOs  granted  under this Section 8.1 shall  become  exercisable  in full on the
first anniversary of the date of grant.

     8.2  Accelerated  Exercisability.  All NSOs granted to an Outside  Director
under this Article 8 shall also become exercisable in full in the event of:

          (a) The  termination  of such Outside  Director's  service  because of
     death, total and permanent  disability or retirement at or after age 70 and
     1/2 ; or

          (b) A Change in Control with respect to the Company.

     8.3 Exercise Price. The Exercise Price under all NSOs granted to an Outside
Director under this Article 8 shall be equal to 100% of the Fair Market Value of
a Share on the date of grant,  payable in one of the forms described in Sections
7.1, 7.2, 7.3 and 7.4.

     8.4 Term.  All NSOs  granted to an Outside  Director  under this  Article 8
shall  terminate  on the  earliest  of (a) the 10th  anniversary  of the date of
grant,  (b) the date  three (3) months  after the  termination  of such  Outside
Director's  service  for any  reason  other  than  death or total and  permanent
disability or (c) the date six (6) months after the  termination of such Outside
Director's service because of death or total and permanent disability.

ARTICLE 9.        STOCK APPRECIATION RIGHTS.

     9.1 SAR  Agreement.  Each grant of an SAR under the Plan shall be evidenced
by an SAR  Agreement  between the Optionee  and the  Company.  Such SAR shall be
subject  to all  applicable  terms of the Plan and may be  subject  to any other
terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements  entered  into  under  the Plan  need not be  identical.  SARs may be
granted in consideration of a reduction in the Optionee's other compensation.

     9.2 Number of Shares. Each SAR Agreement shall specify the number of Shares
to which the SAR pertains and shall provide for the adjustment of such number in
accordance  with Article 13. SARs  granted to any Optionee in a single  calendar
year shall in no event  pertain to more than  200,000  Shares,  except that SARs
granted to a new  Employee in the fiscal year of the Company in which his or her
service as an  Employee  first  commences  shall not pertain to more than 25,000
Shares.  The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Article 13.

     9.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price. An
SAR  Agreement may specify an Exercise  Price that varies in  accordance  with a
predetermined formula while the SAR is outstanding.

     9.4 Exercisability and Term. Each SAR Agreement shall specify the date when
all or any  installment of the SAR is to become  exercisable.  The SAR Agreement
shall  also  specify  the term of the SAR.  An SAR  Agreement  may  provide  for
accelerated  exercisability in the event of the Optionee's death,  disability or
retirement  or other events and may provide for  expiration  prior to the end of
its term in the event of the termination of the Optionee's service.  SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited.  An SAR may be
included  in an ISO only at the time of grant but may be  included  in an NSO at
the time of grant or thereafter.  An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     9.5 Effect of Change in Control.  The Committee may determine,  at the time
of granting an SAR or thereafter,  that such SAR shall become fully  exercisable
as to all  Shares  subject  to such SAR in the event  that a Change  in  Control
occurs with respect to the Company.

     9.6 Exercise of SARs.  Upon exercise of an SAR, the Optionee (or any person
having the right to exercise the SAR after his or her death) shall  receive from
the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the
Committee  shall  determine.  The amount of cash and/or the Fair Market Value of
Shares received upon exercise of SARs shall,  in the aggregate,  be equal to the
amount by which the Fair Market Value (on the date of  surrender)  of the Shares
subject to the SARs  exceeds  the  Exercise  Price.  If, on the date when an SAR
expires, the Exercise Price under such SAR is less than the Fair Market Value on
such date but any  portion of such SAR has not been  exercised  or  surrendered,
then such SAR shall automatically be deemed to be exercised as of such date with
respect to such portion.

     9.7 Modification or Assumption of SARs. Within the limitations of the Plan,
the Committee may modify,  extend or assume  outstanding  SARs or may accept the
cancellation of outstanding  SARs (whether  granted by the Company or by another
issuer) in return for the grant of new SARs for the same or a  different  number
of  shares  and at  the  same  or a  different  exercise  price.  The  foregoing
notwithstanding,  no  modification  of an SAR shall,  without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

ARTICLE 10.       RESTRICTED SHARES.

     10.1 Restricted Stock Agreement.  Each grant of Restricted Shares under the
Plan shall be evidenced by a Restricted  Stock  Agreement  between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into
under the Plan need not be identical.

     10.2 Payment for Awards. Restricted Shares may be sold or awarded under the
Plan for such  consideration as the Committee may determine,  including (without
limitation)  cash,  cash  equivalents,   full-recourse  promissory  notes,  past
services and future services.

     10.3 Vesting Conditions.  Each Award of Restricted Shares may or may not be
subject to  vesting.  Vesting  shall  occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Restricted Stock  Agreement.  A
Restricted  Stock Agreement may provide for accelerated  vesting in the event of
the Participant's death, disability or retirement or other events. The Committee
may determine, at the time of granting Restricted Shares or thereafter, that all
or part of such Restricted Shares shall become vested in the event that a Change
in Control occurs with respect to the Company.

     10.4 Voting and Dividend Rights.  The holders of Restricted  Shares awarded
under the Plan  shall have the same  voting,  dividend  and other  rights as the
Company's other shareholders. A Restricted Stock Agreement, however, may require
that the holders of  Restricted  Shares  invest any cash  dividends  received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same  conditions and  restrictions as the Award with respect to which the
dividends were paid.

ARTICLE 11.       STOCK UNITS.

     11.1 Stock Unit  Agreement.  Each grant of Stock Units under the Plan shall
be evidenced by a Stock Unit  Agreement  between the  recipient and the Company.
Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject  to any  other  terms  that  are not  inconsistent  with the  Plan.  The
provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical.  Stock Units may be granted in consideration of a reduction in
the recipient's other compensation.

     11.2 Payment for Awards. To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.

     11.3  Vesting  Conditions.  Each  Award  of Stock  Units  may or may not be
subject to  vesting.  Vesting  shall  occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Stock Unit  Agreement.  A Stock
Unit  Agreement  may  provide  for  accelerated  vesting  in  the  event  of the
Participant's death, disability or retirement or other events. The Committee may
determine,  at the time of granting Stock Units or thereafter,  that all or part
of such Stock  Units shall  become  vested in the event that a Change in Control
occurs with respect to the Company.

     11.4 Voting and Dividend  Rights.  The holders of Stock Units shall have no
voting rights.  Prior to settlement or forfeiture,  any Stock Unit awarded under
the Plan may, at the Committee's  discretion,  carry with it a right to dividend
equivalents.  Such right entitles the holder to be credited with an amount equal
to all cash  dividends  paid on one Share  while the Stock Unit is  outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend  equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution,  any dividend equivalents which
are not paid shall be subject to the same  conditions  and  restrictions  as the
Stock Units to which they attach.

     11.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of (a) cash, (b) Shares or (c) any  combination of
both, as determined by the Committee.  The actual number of Stock Units eligible
for settlement may be larger or smaller than the number included in the original
Award, based on predetermined  performance factors.  Methods of converting Stock
Units into cash may include  (without  limitation) a method based on the average
Fair Market  Value of Shares over a series of trading  days.  Vested Stock Units
may be settled in a lump sum or in  installments.  The distribution may occur or
commence  when all vesting  conditions  applicable  to the Stock Units have been
satisfied or have lapsed, or it may be deferred to any later date. The amount of
a deferred  distribution  may be increased by an interest  factor or by dividend
equivalents.  Until an Award of Stock Units is settled, the number of such Stock
Units shall be subject to adjustment pursuant to Article 13.

     11.6 Death of Recipient.  Any Stock Units Award that becomes  payable after
the  recipient's  death shall be distributed to the  recipient's  beneficiary or
beneficiaries.  Each  recipient  of a Stock  Units  Award  under the Plan  shall
designate one or more  beneficiaries  for this purpose by filing the  prescribed
form with the Company.  A beneficiary  designation  may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary  was designated or if no designated  beneficiary  survives the
Award  recipient,  then any Stock Units  Award that  becomes  payable  after the
recipient's death shall be distributed to the recipient's estate.

     11.7 Creditors'  Rights. A holder of Stock Units shall have no rights other
than those of a general  creditor  of the  Company.  Stock  Units  represent  an
unfunded  and  unsecured  obligation  of the  Company,  subject to the terms and
conditions of the applicable Stock Unit Agreement.

ARTICLE 12.       PERFORMANCE SHARES

     12.1 Performance  Share Agreement.  Each grant of Performance  Shares under
the Plan  shall be  evidenced  by a  Performance  Share  Agreement  between  the
Participant  and the Company.  Such  Performance  Shares shall be subject to all
applicable  terms of the Plan and may be subject to any other terms that are not
inconsistent  with the Plan.  The  provisions of the various  Performance  Share
Agreements entered into under the Plan need not be identical.

     12.2 Grant of Performance  Shares.  Before the grant of Performance Shares,
the Committee shall:

          (a) determine  objective  performance  goals, which may consist of any
     one or more of the following  goals deemed  appropriate  by the  Committee:
     earnings  (either in the  aggregate  or on a  per-share  basis),  operating
     income,  cash flow,  including EBITDA  (earnings  before  interest,  taxes,
     depreciation and amortization),  return on equity, per share rate of return
     on the Shares (including dividends),  general indices relative to levels of
     general  customer  service   satisfaction,   as  measured  through  various
     randomly-generated  customer service surveys,  market share (in one or more
     markets),  customer retention rates,  market  penetration rates,  revenues,
     reductions  in  expense  levels,  and the  attainment  by the  Shares  of a
     specified  market value for a specified  period of time, in each case where
     applicable to be determined either on a Company-wide basis or in respect of
     any one or more business units,  and the amount of  compensation  under the
     goals applicable to such grant;

          (b)  designate  a period  for the  measurement  of the extent to which
     performance goals are attained,  which may begin prior to the date of grant
     (the "Performance Period"); and

          (c) assign a  "Performance  Percentage" to each level of attainment of
     performance  goals  during  the  Performance  Period,  with the  percentage
     applicable  to minimum  attainment  being zero  percent and the  percentage
     applicable to maximum  attainment to the  determined by the Committee  from
     time to time, but not in excess of 250%.

     12.3  Modification  of Grant.  If a Participant  is promoted,  demoted,  or
transferred  to a different  business  unit of the Company  during a Performance
Period,  then,  to the extent the  Committee  determines  any one or more of the
performance goals,  Performance Period, or Performance  Percentage are no longer
appropriate,  the Committee may make any changes thereto as it deems appropriate
in order to make them appropriate.

     12.4 Terms of the Grant.  When  granted,  Performance  Shares may, but need
not, be identified with Shares subject to a specific Option, specific Restricted
Shares,  or specific SARs of the Participant  granted under the Plan in a number
equal to or different from the number of the Performance  Shares so granted.  If
Performance  Shares are so identified,  then,  unless otherwise  provided in the
applicable  Award,  the  Participant's   associated   Performance  Shares  shall
terminate upon (a) the expiration,  termination,  forfeiture, or cancellation of
the Option,  Restricted  Shares,  or SARs with which the Performance  Shares are
identified,  (b) the exercise of such Option or SARs, or (c) the date Restricted
Shares become nonforfeitable.

     12.5  Payment of  Performance  Shares.  Unless  otherwise  provided  in the
Performance Share Agreement, if the minimum performance goals applicable to such
Performance Shares have been achieved during the applicable  Performance Period,
then the Company shall pay to the Participant that number of Shares equal to the
product of:

          (a) the sum of (i)  number  of  Performance  Shares  specified  in the
     applicable  Award  agreement  and (ii) the number of Shares that would have
     been  issuable  if such  Performance  Shares  had been  Shares  outstanding
     throughout the Performance  Period and the stock dividends,  cash dividends
     (except as otherwise provided in the Performance Share Agreement) and other
     property  paid in respect of such shares had been  reinvested in additional
     Shares as of each dividend payment date,

     multiplied by

          (b)  the  Performance  Percentage  achieved  during  such  Performance
     Period.

The Committee  may, in its  discretion,  determine  that cash be paid in lieu of
some or all of such Shares.  The amount of cash payable in lieu of a Share shall
be  determined  by valuing  such shares at its Fair Market Value on the business
day next preceding the date such cash is to be paid.  Payments  pursuant to this
Section shall be made as soon as administratively practical after the end of the
applicable  Performance Period. Any Performance Shares with respect to which the
performance  goals  shall not have been  achieved  by the end of the  applicable
Performance period shall expire.

ARTICLE 13.       PROTECTION AGAINST DILUTION.

     13.1 Adjustments.  In the event of a subdivision of the outstanding Shares,
a  declaration  of a dividend  payable in Shares,  a  declaration  of a dividend
payable in a form other than Shares in an amount  that has a material  effect on
the price of Shares, a combination or  consolidation  of the outstanding  Shares
(by   reclassification   or  otherwise)  into  a  lesser  number  of  Shares,  a
recapitalization,  a spin-off or a similar occurrence,  the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of:

          (a) The number of Options, SARs, Restricted Shares, Performance Shares
     and Stock Units available for future Awards under Article 4;

          (b) The limitations set forth in Sections 6.2 and 9.2;

          (c) The  number  of NSOs to be  granted  to  Outside  Directors  under
     Article 8;

          (d) The number of Shares covered by each outstanding Option and SAR;

          (e) The Exercise Price under each outstanding Option and SAR; or

          (f) The number of Stock  Units  included  in any prior Award which has
     not yet been settled.

Except as provided in this  Article  13, a  Participant  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.

     13.2 Dissolution or Liquidation.  To the extent not previously exercised or
settled,  Options, SARs and Stock Units shall terminate immediately prior to the
dissolution or liquidation of the Company.

     13.3 Reorganizations.  In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization Such agreement shall provide for:

          (a) The continuation of the outstanding Awards by the Company,  if the
     Company is a surviving corporation;

          (b)  The  assumption  of  the  outstanding  Awards  by  the  surviving
     corporation or its parent or subsidiary;

          (c) The  substitution  by the surviving  corporation  or its parent or
     subsidiary of its own awards for the outstanding Awards;

          (d) Full  exercisability or vesting and accelerated  expiration of the
     outstanding Awards; or

          (e) Settlement of the full value of the outstanding  Awards in cash or
     cash equivalents followed by cancellation of such Awards.

ARTICLE 14.       DEFERRAL OF AWARDS.

     The Committee (in its sole  discretion) may permit or require a Participant
to:

          (a) Have cash that  otherwise  would be paid to such  Participant as a
     result of the exercise of an SAR or the  settlement of Stock Units credited
     to a deferred  compensation account established for such Participant by the
     Committee as an entry on the Company's books;

          (b) Have Shares that otherwise would be delivered to such  Participant
     as a result of the  exercise  of an Option or SAR  converted  into an equal
     number of Stock Units; or

          (c) Have Shares that otherwise would be delivered to such  Participant
     as a result of the exercise of an Option or SAR or the  settlement of Stock
     Units converted into amounts  credited to a deferred  compensation  account
     established  for  such  Participant  by the  Committee  as an  entry on the
     Company's books.  Such amounts shall be determined by reference to the Fair
     Market Value of such Shares as of the date when they  otherwise  would have
     been delivered to such Participant.

A  deferred  compensation  account  established  under  this  Article  14 may be
credited with interest or other forms of investment return, as determined by the
Committee.  A Participant for whom such an account is established  shall have no
rights other than those of a general  creditor of the  Company.  Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and  conditions of the  applicable  agreement  between such
Participant  and the  Company.  If the  deferral  or  conversion  of  Awards  is
permitted or required,  the  Committee  (in its sole  discretion)  may establish
rules,  procedures  and forms  pertaining  to such  Awards,  including  (without
limitation) the settlement of deferred  compensation  accounts established under
this Article 14.

ARTICLE 15.       AWARDS UNDER OTHER PLANS.

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Shares  issued  under this Plan.  Such Shares shall be
treated for all  purposes  under the Plan like Shares  issued in  settlement  of
Stock Units and shall, when issued,  reduce the number of Shares available under
Article 4.

ARTICLE 16.       PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

     16.1  Effective  Date.  No  provision of this Article 16 shall be effective
unless and until the Board has determined to implement such provision.

     16.2  Elections  to Receive  NSOs,  Restricted  Shares or Stock  Units.  An
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash,  NSOs,  Restricted  Shares or
Stock Units, or a combination  thereof,  as determined by the Board.  Such NSOs,
Restricted  Shares and Stock Units shall be issued  under the Plan.  An election
under this Article 16 shall be filed with the Company on the prescribed form.

     16.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number
of NSOs,  Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual  retainers and meeting fees that would  otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

ARTICLE 17.       LIMITATION ON RIGHTS.

     17.1  Retention  Rights.  Neither the Plan nor any Award  granted under the
Plan  shall be deemed  to give any  individual  a right to  remain an  Employee,
Outside  Director or Consultant.  The Company and its Parents,  Subsidiaries and
Affiliates  reserve the right to terminate the service of any Employee,  Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws,  the  Company's  articles  of  incorporation  and  bylaws  and  a  written
employment agreement (if any).

     17.2  Shareholders'  Rights.  A Participant  shall have no dividend rights,
voting  rights or other  rights as a  shareholder  with  respect  to any  Shares
covered by his or her Award prior to the time when a stock  certificate for such
Shares is issued or, if applicable,  the time when he or she becomes entitled to
receive  such Shares by filing any  required  notice of exercise  and paying any
required Exercise Price. No adjustment shall be made for cash dividends or other
rights for which the  record  date is prior to such  time,  except as  expressly
provided in the Plan.

     17.3   Regulatory   Requirements.   Any   other   provision   of  the  Plan
notwithstanding,  the  obligation  of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any  regulatory  body as may be required.  The Company  reserves the right to
restrict,  in whole or in part,  the  delivery  of Shares  pursuant to any Award
prior to the satisfaction of all legal requirements  relating to the issuance of
such Shares, to their registration,  qualification or listing or to an exemption
from registration, qualification or listing.

ARTICLE 18.       WITHHOLDING TAXES.

     18.1 General. To the extent required by applicable federal, state, local or
foreign  law, a  Participant  or his or her  successor  shall make  arrangements
satisfactory  to  the  Company  for  the  satisfaction  of any  withholding  tax
obligations  that arise in  connection  with the Plan.  The Company shall not be
required to issue any Shares or make any cash payment  under the Plan until such
obligations are satisfied.

     18.2 Share  Withholding.  The Committee may permit a Participant to satisfy
all or part of his or her  withholding  or income tax  obligations by having the
Company  withhold all or a portion of any Shares that otherwise  would be issued
to his or her or by  surrendering  all or a portion of any Shares that he or she
previously  acquired.  Such Shares shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash.

ARTICLE 19.       FUTURE OF THE PLAN.

     19.1  Term of the  Plan.  The  Plan,  as set  forth  herein,  shall  become
effective  on January  31,  2000.  The Plan shall  remain in effect  until it is
terminated under Section 19.2,  except that no ISOs shall be granted on or after
the 10th  anniversary  of the later of (a) the date when the Board  adopted  the
Plan or (b) the date when the Board  adopted  the most  recent  increase  in the
number of Shares  available  under Article 4 which was approved by the Company's
shareholders.

     19.2  Amendment  or  Termination.  The Board  may,  at any time and for any
reason,  amend or terminate  the Plan. An amendment of the Plan shall be subject
to the approval of the  Company's  shareholders  only to the extent  required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the  termination  thereof.  The  termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.

ARTICLE 20.       LIMITATION ON PARACHUTE PAYMENTS.

     20.1 Scope of Limitation. This Article 20 shall apply to an Award only if:

          (a) The independent  auditors most recently selected by the Board (the
     "Auditors")  determine  that  the  after-tax  value  of such  Award  to the
     Participant, taking into account the effect of all federal, state and local
     income  taxes,   employment  taxes  and  excise  taxes  applicable  to  the
     Participant (including the excise tax under section 4999 of the Code), will
     be greater after the  application of this Article 20 than it was before the
     application of this Article 20, or

          (b) The Committee, at the time of making an Award under the Plan or at
     any time thereafter,  specifies in writing that such Award shall be subject
     to this Article 20 (regardless of the after-tax  value of such Award to the
     Participant).

If this  Article  20  applies  to an  Award,  it shall  supersede  any  contrary
provision of the Plan or of any Award granted under the Plan.

     20.2 Basic Rule. In the event that the  independent  auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant  (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of
the provisions  concerning  "excess  parachute  payments" in Section 28OG of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Article 20, the "Reduced
Amount" shall be the amount,  expressed as a present value,  which maximizes the
aggregate  present  value of the  Payments  without  causing  any  Payment to be
nondeductible by the Company because of Section 28OG of the Code.

     20.3  Reduction of Payments.  If the  Auditors  determine  that any Payment
would be  nondeductible by the Company because of Section 28OG of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the  detailed  calculation  thereof  and  of  the  Reduced  Amount,  and  the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments  shall be eliminated or reduced (as long as after such election the
aggregate  present  value of the Payments  equals the Reduced  Amount) and shall
advise the Company in writing of his or her  election  within 10 days of receipt
of notice.  If no such  election is made by the  Participant  within such 10-day
period,  then the Company may elect which and how much of the Payments  shall be
eliminated  or reduced (as long as after such  election  the  aggregate  present
value  of  the  Payments  equals  the  Reduced  Amount)  and  shall  notify  the
Participant promptly of such election.  For purposes of this Article 20, present
value shall be determined in accordance with Section 28OG(d)(4) of the Code. All
determinations  made by the Auditors under this Article 20 shall be binding upon
the  Company  and the  Participant  and shall be made within 60 days of the date
when a Payment  becomes  payable or  transferable.  As promptly  as  practicable
following such determination and the elections hereunder,  the Company shall pay
or transfer to or for the benefit of the  Participant  such  amounts as are then
due to him or her under the Plan and shall  promptly  pay or  transfer to or for
the benefit of the  Participant  in the future such amounts as become due to him
or her under the Plan.

     20.4  Overpayments  and  Underpayments.  As a result of  uncertainty in the
application of Section 28OG of the Code at the time of an initial  determination
by the Auditors  hereunder,  it is possible that Payments will have been made by
the Company that should not have been made (an "Overpayment") or that additional
Payments  that will not have been made by the  Company  could have been made (an
"Underpayment"),  consistent  in each case with the  calculation  of the Reduced
Amount hereunder. In the event that the Auditors,  based upon the assertion of a
deficiency  by  the  Internal   Revenue  Service  against  the  Company  or  the
Participant  that  the  Auditors  believe  has a high  probability  of  success,
determine that an Overpayment has been made, such  Overpayment  shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company,  together  with  interest at the  applicable  federal rate  provided in
Section  7872(f)(2)  of the Code;  provided,  however,  that no amount  shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount  subject to taxation under Section 4999 of the Code.
In the event that the Auditors determine that an Underpayment has occurred, such
Underpayment  shall promptly be paid or transferred by the Company to or for the
benefit of the  Participant,  together with interest at the  applicable  federal
rate provided in Section 7872(f)(2) of the Code.

     20.5  Related  Corporations.  For  purposes  of this  Article  20, the term
"Company" shall include affiliated  corporations to the extent determined by the
Auditors in accordance with Section 28OG(d)(5) of the Code.

ARTICLE 21.  EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.

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