DOBSON COMMUNICATIONS CORPORATION

                        2002 EMPLOYEE STOCK PURCHASE PLAN

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                        DOBSON COMMUNICATIONS CORPORATION

                        2002 EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the 2002 Employee Stock Purchase
Plan of Dobson Communications Corporation.

     1. Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated Parent or Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit  participation  in a manner  consistent with
the requirements of Section 423 of the Code.

     2. Definitions. As used herein, the following definitions shall apply:

     (a) "Account" means the account established for record-keeping  purposes by
the  Plan   Administrator   under  the  Plan  to  which  will  be  credited  the
Participant's payroll deductions.

     (b)  "Beneficiary"  means the person or entity  designated  as  provided in
Section 14 to exercise the Participant's Option in the case of death.

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

     (d) "Code" means the Internal Revenue Code of 1986, as amended.

     (e) "Common Stock" means the Class A Common Stock of the Company, par value
$0.001 per share.

     (f)  "Company"  means  Dobson  Communications   Corporation,   an  Oklahoma
corporation.

     (g)  "Compensation"  means wages as defined in Section  3401(a) of the Code
and all  other  payments  of  compensation  to an  Employee  by the  Company,  a
Designated  Parent or Subsidiary  for services while employed as an Employee for
which the Company,  a Designated Parent or Subsidiary is required to furnish the
Employee a written  statement under Sections  6041(d) and 6051(a)(3) of the Code
including  overtime pay,  bonuses,  commissions  and the value of a qualified or
non-qualified  stock option  award to the extent  includable  in the  Employee's
taxable  income.  Compensation  shall  also mean such  amounts  of base  salary,
bonuses,  annual  awards and other  incentive  payments  as are  deferred by the
Employee (i) under a qualified cash or deferred arrangement described in Section
401(k) of the Code, or (ii) to a plan  qualified  under Section 125 of the Code.
Compensation  does not include  severance pay.  Compensation  must be determined
without  regard  to  any  rules  under  Code  Section  3401(a)  that  limit  the
remuneration included in wages based on the nature or location of the employment
or the services  performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

     (h) "Designated  Parent or  Subsidiaries"  means the Parent or Subsidiaries
which  have  been  designated  by the Plan  Administrator  from  time to time as
eligible to participate in the Plan.

     (i)  "Effective  Date"  means  September  1,  2002.  However,   should  any
Designated  Parent or  Subsidiary  become a  participating  employer in the Plan
after such date, then such entity shall designate a separate Effective Date with
respect to its employee-participants.

     (j) "Employee"  means any  individual who is an employee of the Company,  a
Designated  Parent  or  Subsidiary  for  purposes  of  Section  423 of the Code,
including  an officer or  director.  For  purposes of the Plan,  the  employment
relationship  shall be treated as continuing  intact while the  individual is on
sick leave or other  leave of absence  approved  by the  individual's  employer.
Where the period of leave exceeds ninety (90) days and the individual's right to
reemployment is not guaranteed either by statute or by contract,  the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave, for purposes of determining eligibility to participate in the Plan.

     (k) "Enrollment Date" means the first day of each Purchase Period.

     (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m) "Exercise Date" means the last day of each Purchase Period.

     (n) "Fair  Market  Value" means (A) during such time as the Common Stock is
listed   upon  the  New  York  Stock   Exchange  or  other   exchanges   or  the
NASDAQ/National  Market  System,  the closing  price of the Common Stock on such
stock exchange or exchanges or the NASDAQ/National  Market System on the day for
which such value is to be  determined,  or if no sale of the Common  Stock shall
have been made on any such stock exchange or the  NASDAQ/National  Market System
that day,  on the next  preceding  day on which  there was a sale of such Common
Stock or (B)  during any such time as the  Common  Stock is not  listed  upon an
established  stock  exchange  or the  NASDAQ/National  Market  System,  the mean
between   dealer   "bid"  and  "ask"   prices  of  the   Common   Stock  in  the
over-the-counter market on the day for which such value is to be determined,  as
reported by the National Association of Securities Dealers, Inc.

     (o) "Option"  means the right of a Participant  on an  applicable  Exercise
Date to purchase  the number of shares of Common Stock as provided in Sections 7
and 8 of the Plan.

     (p)  "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (q) "Participant"  means an Employee of the Company or Designated Parent or
Subsidiary who is actively participating in the Plan.

     (r) "Plan" means this Dobson Communications Corporation 2002 Employee Stock
Purchase Plan.

     (s) "Plan  Administrator"  means either the Board or a designee selected by
the  Board  that  is  responsible  for  the  administration  of the  Plan  as is
designated  from time to time by  resolution of the Board as provided in Section
13.

     (t) "Purchase  Period" means any six-month period commencing on September 1
and ending on the last day of  February or  commencing  on March 1 and ending on
August 31 of each year during which the Plan is in existence.

     (u) "Purchase Price" shall mean, with respect to each Purchase  Period,  an
amount  equal to 85% of the Fair Market  Value of a share of Common Stock on the
Enrollment Date of such Purchase Period or on the Exercise Date of such Purchase
Period, whichever is lower.

     (v)  "Reserves"  means the sum of the  number  of  shares  of Common  Stock
covered by each Option under the Plan which has not yet been  exercised  and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under Option.

     (w) "Subscription Agreement" means with respect to each Purchase Period the
form  attached  hereto as Exhibit A which each  Participant  must complete to be
eligible to participate in the Plan.

     (x) "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

     3. Eligibility.

     (a)  General.   Except  as  provided  in  Subsections  (b)-(d)  below,  any
individual  who is an Employee on a given  Enrollment  Date shall be eligible to
participate in the Plan for the Purchase Period  commencing with such Enrollment
Date. Only Employees may be granted Options under this Plan.

     (b)  Limitations on Grant Accrual.

          (i) No  Participant  shall be entitled to participate in the Plan to a
     greater  extent than that  permitted  under Section  423(b)(3) of the Code.
     Thus,  no Employee may be granted an Option if such  Employee,  immediately
     after the Option is granted,  owns stock possessing five percent or more of
     the total  combined  voting  power or value of all  classes of stock of the
     Company or of its parent or any Subsidiary (if applicable). For purposes of
     this  Subsection,  the rules of Section  424(d) of the Code shall  apply in
     determining  the stock  ownership  of an  individual,  and stock  which the
     Employee may purchase under all outstanding  stock options shall be treated
     as stock owned by the Employee.

          (ii) No Participant  shall be entitled to participate in the Plan to a
     greater  extent than that  permitted  under Section  423(b)(8) of the Code.
     Thus,  no  Employee  may be granted an Option  which  permits his rights to
     purchase  stock  under all such  "employee  stock  ownership  plans" of the
     Company  and its  parent or any  Subsidiary  (if  applicable)  intended  to
     qualify  under  Section  423 of the Code to accrue at a rate which  exceeds
     $25,000 of fair  market  value of such stock  (determined  at the time such
     Option  is  granted)  for  each  calendar  year in  which  such  Option  is
     outstanding at any time. For purposes of this Subsection,  (1) the right to
     purchase  Common  Stock  under an Option  accrues  when the  Option (or any
     portion  thereof) first becomes  exercisable  during the calendar year; (2)
     the right to  purchase  Common  Stock  under an Option  accrues at the rate
     provided in the Option, but in no case may such rate exceed $25,000 of fair
     market value of such stock  (determined at the time such Option is granted)
     for any one  calendar  year;  and (3) a right to  purchase  stock which has
     accrued  under one Option  granted  pursuant to the Plan may not be carried
     over to any other Option.

     (c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, the
following  Employees  will not be  eligible to  participate  in the Plan for any
relevant Purchase Period:  (i) any Employee who has been employed for fewer than
ninety (90) days on the applicable  Enrollment Date; (ii) any Employee who works
for the Company less than 20 hours per week;  (iii) any Employee whose customary
employment  with the  Company is for not more than five  months in any  calendar
year; or (iv) any highly  compensated  Employee as defined in Section  414(q) of
the Code who is an officer  as  defined by the bylaws of the  Company or a Board
resolution pertaining thereto and who has Compensation in excess of $130,000 for
the calendar  year  immediately  preceding  the year in which a Purchase  Period
occurs (or any part thereof);

     (d) Exclusion for Hardship Withdrawals. If an Employee receives a "hardship
withdrawal" from a cash or deferred arrangement established by the Company under
Section 401(k) of the Code, he or she will not be eligible to participate in the
Plan for a period of 6 months after receipt of a hardship distribution.

     4. Purchase Periods.

     (a) The Plan will be implemented through consecutive Purchase Periods until
such time as (i) the  maximum  number of shares of Common  Stock  available  for
issuance  under  the  Plan  have  been  purchased  or (ii)  the  Plan is  sooner
terminated  in  accordance  with  Section 19 hereof.  The maximum  duration of a
Purchase Period is six (6) months.

     (b) A  Participant  will be  granted a separate  Option  for each  Purchase
Period  in  which  he/she  participates.  The  Option  shall be  granted  on the
Enrollment Date and automatically exercised on the Exercise Date in the Purchase
Period.

     (c) Except as specifically provided herein, the acquisition of Common Stock
through participation in the Plan for any Purchase Period will neither limit nor
require the  acquisition  of Common  Stock by a  Participant  in any  subsequent
Purchase Period.

     5. Participation.

     (a) An eligible Employee may become a Participant in the Plan by completing
a Subscription  Agreement  authorizing payroll deductions and filing it with the
designated  payroll  office of the Company at least ten (10) business days prior
to the Enrollment Date for the Purchase Period in which such  participation will
commence,  unless a later time for filing the  Subscription  Agreement is set by
the Plan  Administrator  for all  eligible  Employees  with  respect  to a given
Purchase Period.

     (b) Payroll  deductions  for a  Participant  shall  commence with the first
partial or full payroll period beginning on the Enrollment Date and shall end on
the last day of the last complete  payroll  period  during the Purchase  Period,
unless sooner terminated by the Participant as provided in Section 10.

     (c) All Employees  granted Options hereunder shall have the same rights and
privileges  provided  that the amount of Common  Stock which may be purchased by
any Employee under Options may bear a uniform  relationship  to  Compensation as
described in Section 6 below.

     6. Payroll Deductions.

     (a) At the time a Participant  files his/her  Subscription  Agreement,  the
Participant  shall elect to have  payroll  deductions  made during the  Purchase
Period in amounts  between one percent (1%) and not  exceeding ten percent (10%)
of the Compensation which the Participant receives during the Purchase Period.

     (b) All  payroll  deductions  made for a  Participant  shall be credited to
his/her  Account  under  the Plan and  withheld  in whole  percentages  only.  A
Participant may not make any additional payments into such Account.

     (c) A Participant may discontinue  participation in the Plan as provided in
Section  10, or may  decrease  the rate of payroll  deductions  on one  occasion
during the  Purchase  Period by  completing  and filing  with the  Company a new
Subscription Agreement authorizing a decrease in the payroll deduction rate. The
decrease  in rate  shall  be  effective  with  the  first  full  payroll  period
commencing  ten (10)  business  days  after  the  Company's  receipt  of the new
Subscription  Agreement  unless the Company  elects to process more  quickly.  A
Participant  may increase the rate of payroll  deductions for a future  Purchase
Period by filing with the Company a new  Subscription  Agreement  authorizing an
increase in the payroll  deduction  rate at least ten (10)  business days before
the commencement of the upcoming Purchase Period. A Participant may not increase
the rate of his/her  payroll  deductions  for an  existing  Purchase  Period.  A
Participant's  Subscription  Agreement  shall  remain in effect  for  successive
Purchase  Periods  unless  terminated  as  provided  in  Section  10.  The  Plan
Administrator  may limit the number of payroll deduction rate changes during any
Purchase Period.

     (d) Notwithstanding  the foregoing,  to the extent necessary to comply with
Section  423(b)(8) of the Code and Section 3(b) herein, a Participant's  payroll
deductions  may be decreased  to zero  percent  (0%) during any Purchase  Period
which is  scheduled  to end  during  the  current  calendar  year (the  "Current
Purchase  Period").  Payroll deductions shall recommence at the rate provided in
such Participant's Subscription Agreement at the beginning of the first Purchase
Period  which  is  scheduled  to end  in the  following  calendar  year,  unless
terminated by the Participant as provided in Section 10.

     7. Grant of Option.  On the Enrollment Date of each Purchase  Period,  each
Participant  shall be granted an Option to purchase on the Exercise Date of such
Purchase  Period (at the applicable  Purchase Price) up to a number of shares of
the Common Stock determined by dividing such  Participant's  payroll  deductions
accumulated  prior to such  Exercise  Date  and  retained  in the  Participant's
Account as of the Exercise Date by the applicable  Purchase Price;  provided (i)
that such  purchase  shall be subject to the  limitations  set forth in Sections
3(b) and 12 hereof,  and (ii) the maximum  number of shares of Common Stock that
may be purchased  by a  Participant  in any  Purchase  Period is limited to Five
Hundred  (500)  shares,  subject to adjustment as provided in Section 18 hereof.
Exercise of the Option  will occur as provided in Section 8, and the Option,  to
the extent not exercised, shall expire on the last day of the Purchase Period.

     8. Exercise of Option. A Participant's Option for the purchase of shares of
Common Stock will be deemed  exercised  automatically  on each Exercise Date and
the maximum  number of whole shares of Common Stock  subject to the Option shall
be purchased for such  Participant  at the  applicable  Purchase  Price with the
accumulated payroll deductions in his/her Account.  Fractional shares may not be
purchased.  Any  amount  remaining  in a  Participant's  Account  following  the
purchase of shares on the Exercise Date shall be held in each such Participant's
Account  for the  purchase  of shares of Common  Stock  under the next  Purchase
Period,  unless such  Participant  withdraws from  participation  in the Plan as
provided  in  Section  10  hereof  or is  not  eligible  to  participate  in any
subsequent  Purchase  Period,  in which case such  amount  shall be  distributed
without   interest  to  the  Participant   after  the  Exercise  Date  occurring
immediately  after  such  withdrawal.   During  a  Participant's   lifetime,   a
Participant's Option to purchase shares of Common Stock hereunder is exercisable
only by him/her. In the case of the Participant's  death, a Participant's Option
may be exercised by the Participant's Beneficiary.

     9. Delivery.  As soon as practicable  following receipt of a request from a
Participant  after an Exercise  Date,  the Company shall  evidence the shares of
Common Stock  purchased by either a  book-entry  registration  or by issuing and
delivery a certificate,  registered in the Participant's name, for the number of
shares of Common Stock purchased.

     10. Withdrawal; Termination of Employment.

     (a) A  Participant  (or his or her  Beneficiary  in the case of death)  may
withdraw  all but not less than all the payroll  deductions  credited to his/her
Account and not yet used to exercise  his/her  Option under the Plan at any time
by giving  written  notice to the Company in the form of Exhibit B to this Plan.
All of the Participant's  payroll deductions credited to his/her Account will be
paid to such  Participant as promptly as practicable  after receipt of notice of
withdrawal,   such  Participant's   Option  for  the  Purchase  Period  will  be
automatically terminated,  and no further payroll deductions for the purchase of
shares will be made during the Purchase Period. If a Participant  withdraws from
a Purchase  Period,  payroll  deductions will not resume at the beginning of the
succeeding Purchase Period unless the Participant  delivers to the Company a new
Subscription Agreement for such Purchase Period.

     (b) Upon a  Participant's  ceasing to be an Employee for any reason or upon
termination of a Participant's employment  relationship,  the payroll deductions
credited to such  Participant's  Account during the Purchase  Period but not yet
used to exercise the Option will be returned to such Participant or, in the case
of his/her death,  to the person or persons  entitled  thereto under Section 14,
and such Participant's Option will be automatically terminated.

     11. Interest.  The payroll deductions  credited to a Participant's  Account
under the Plan will not accrue interest.

     12. Common Stock.

     (a) The  maximum  number  of  shares of Common  Stock  made  available  for
purchase  under the Plan shall be one  million  (1,000,000)  shares,  subject to
adjustment  as provided in Section 18. If on any  Exercise  Date,  the number of
shares of Common Stock with respect to which Options are to be exercised exceeds
the number of shares of Common  Stock then  available  under the Plan,  the Plan
Administrator  shall make an  allocation of the shares  remaining  available for
purchase  in as  uniform  a manner as  practicable  and as it  determines  to be
equitable.

     (b) A Participant will have no interest or voting right in shares of Common
Stock covered by his/her Option until such shares are actually  purchased on the
Participant's  behalf in accordance with the applicable  provisions of the Plan.
No adjustment  shall be made for  dividends,  distributions  or other rights for
which the record date is prior to the date of such purchase.

     (c)  Shares  to be  delivered  to a  Participant  under  the  Plan  will be
registered in the name of the  Participant  (or his or her  beneficiary,  in the
case of death).

     13.  Administration.  The Plan  shall  be  administered  by the  Board or a
designee of the Board appointed by the Board which for the purposes of this Plan
shall be the Plan  Administrator.  The Board or its designee shall have full and
exclusive discretionary authority to construe,  interpret and apply the terms of
the Plan, to determine  eligibility  and to adjudicate all disputed claims filed
under the Plan. Every finding,  decision and determination  made by the Board or
its designee  shall,  to the full extent  permitted by law, be final and binding
upon all persons.

     14. Designation of Beneficiary.

     (a) Each  Participant  must file a written  designation of each Beneficiary
who is to  receive  any  shares of  Common  Stock  and  cash,  if any,  from the
Participant's  Account under the Plan in the event of such Participant's  death.
If a Participant  is married and the  designated  Beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

     (b) Such  designation of Beneficiary may be changed by the Participant (and
his/her spouse, if any) at any time by written notice. In the event of the death
of a Participant and in the absence of a Beneficiary  validly  designated  under
the Plan who is  living at the time of such  Participant's  death,  the  Company
shall  deliver  such  shares of Common  Stock  and/or  cash to the  executor  or
administrator of the estate of the Participant.

     15. Transferability. Payroll deductions credited to a Participant's Account
and any rights  with regard to the  exercise  of an Option or to receive  shares
under the Plan may not be assigned,  transferred,  pledged or otherwise disposed
of in any way (other than by will,  the laws of descent and  distribution  or as
provided  in  Section  14  hereof)  by the  Participant.  Any  such  attempt  at
assignment, transfer, pledge or other disposition shall be void, except that the
Plan  Administrator  may treat such act as an election to withdraw  funds from a
Purchase Period in accordance with Section 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

     17. Reports. Individual Accounts will be maintained for each Participant in
the Plan. Statements of account will be given to Participants at least annually.
Statements  of account  will set forth the  amounts of payroll  deductions,  the
Purchase Price, the number of shares of Common Stock purchased and the remaining
cash balance, if any.

     18.  Adjustments  Upon  Changes in  Capitalization.  The  Reserves  and the
Purchase  Price with respect to unexercised  Options,  shall be adjusted to give
effect to any increase or decrease in the number of outstanding shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification of the Common Stock, or any other similar event
resulting  in an increase  or decrease in the number of issued  shares of Common
Stock. Such adjustment shall be made by the Board,  whose  determination in that
respect shall be final,  binding and  conclusive.  Except as expressly  provided
herein,  no issue by the Company of shares of stock of any class,  or securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of shares
of Common Stock  subject to an Option or the  Reserves.  The Board may, if it so
determines in the exercise of its sole discretion,  make provision for adjusting
the Reserves,  as well as the Purchase  Price,  in the event the Company effects
one or  more  reorganizations,  recapitalizations,  rights  offerings  or  other
increases or reductions of shares of its outstanding Common Stock.

     19. Amendment or Termination.

     (a) The Board  may at any time and for any  reason  terminate  or amend the
Plan except that without the approval of the  stockholders,  no amendment  shall
(i) increase the maximum  number of shares under the Plan other than as provided
in Section 18, (ii) make the Plan available to persons  currently  ineligible to
participate  or (iii) be made if not  permitted  by  Sections  421 or 423 of the
Code. A Purchase  Period may be  terminated by the Board on any Exercise Date if
the Board  determines that the termination of the Purchase Period is in the best
interests of the Company and its  stockholders.  No amendment or termination may
make any change in any Option  theretofore  granted which adversely  affects the
rights of any  Participant  except as  otherwise  provided in this Section 19 or
Section 18.

     (b)  Without   stockholder  consent  and  without  regard  to  whether  any
Participant rights may be considered to have been "adversely affected," the Plan
Administrator  shall be  entitled  to  limit  the  frequency  and/or  number  of
reductions in the amount  withheld  during any Purchase  Period,  permit payroll
withholding  in excess of the amount  designated  by a  Participant  in order to
adjust for delays or mistakes in the Company's  processing of properly completed
withholding  elections,  establish  reasonable  waiting and  adjustment  periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the  purchase of Common  Stock for each  Participant  properly  correspond  with
amounts withheld from the Participant's  Compensation,  and establish such other
limitations  or  procedures  as the Plan  Administrator  determines  in its sole
discretion advisable and which are consistent with the Plan.

     20. Notices.  All notices or other  communications  by a Participant to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when  received  in the form  specified  by the Plan  Administrator  at the
location, or by the person, designated by the Plan Administrator for the receipt
thereof.

     21. Conditions Upon Issuance of Shares. Shares of Common Stock shall not be
issued  with  respect to an Option  unless the  exercise  of such Option and the
issuance and delivery of such shares of Common Stock pursuant  thereto  complies
with all  applicable  provisions  of law,  including,  without  limitation,  the
Securities Act of 1933, as amended,  the Exchange Act, the rules and regulations
promulgated  thereunder,  and the  requirements of any stock exchange upon which
the shares of Common Stock may then be listed,  and shall be further  subject to
the approval of counsel for the Company with  respect to such  compliance.  As a
condition to the exercise of an Option,  the Company may require the Participant
to  represent  and warrant at the time of any such  exercise  that the shares of
Common Stock are being  purchased  only for  investment  and without any present
intention to sell or  distribute  such shares of Common Stock if, in the opinion
of counsel  for the  Company,  such a  representation  is required by any of the
aforementioned  applicable  provisions of law. In addition,  no Options shall be
exercised or shares of Common Stock  issued  hereunder  before the Plan has been
approved by stockholders of the Company as provided in Section 23.

     22. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company.
It  shall  continue  in  effect  for a term  of ten  (10)  years  unless  sooner
terminated under Section 19.

     23.  Stockholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the  stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. If such stockholder  approval is obtained at
a duly held stockholders'  meeting,  the Plan must be approved by the holders of
outstanding  capital stock of the Company  representing  a majority of the votes
cast at such stockholders'  meeting at which a quorum representing a majority of
all  outstanding  voting stock of the Company is,  either in person or by proxy,
present  and voting on the Plan.  If such  stockholder  approval  is obtained by
written  consent,  it must be obtained by the written  consent of the holders of
outstanding  capital stock of the Company  representing  a majority of the total
combined voting power of all outstanding  voting stock of the Company.  However,
approval at a meeting or by written  consent may be obtained by a lesser  degree
of stockholder approval if the Plan Administrator determines, after consultation
with the  Company's  legal  counsel,  that such a lesser  degree of  stockholder
approval will comply with all applicable laws and will not adversely  affect the
qualification of the Plan under Section 423 of the Code.

     24. No Employment Rights. The Plan does not, directly or indirectly, create
any right  with  respect  to  continuation  of  employment  by the  Company or a
Designated Parent or Subsidiary,  and it shall not be deemed to interfere in any
way with such employer's right to terminate,  or otherwise modify, an employee's
employment at any time.

     25. Effect of Plan.  The provisions of the Plan shall,  in accordance  with
its terms,  be binding upon, and inure to the benefit of, all successors of each
Participant,  including,  without limitation,  such Participant's estate and the
executors,  administrators  or trustees  thereof,  heirs and  legatees,  and any
receiver,   trustee  in  bankruptcy  or  representative  of  creditors  of  such
Participant.

     26. Applicable Law. The laws of the State of Oklahoma  (excluding that body
of law  pertaining to its conflicts of law) will govern all matters  relating to
this  Plan  except  to the  extent it is  superseded  by the laws of the  United
States.

<PAGE>
                                    EXHIBIT A

                        DOBSON COMMUNICATIONS CORPORATION

                        2002 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

___    Original Application                       Enrollment Date:_____________
___    Change in Payroll Deduction Rate
___    Change of Beneficiary(ies)

     1. I,  ___________________________________,  hereby elect to participate in
the Dobson  Communications  Corporation  2002 Employee  Stock Purchase Plan (the
"Plan")  and  subscribe  to purchase  shares of the  Company's  Common  Stock in
accordance with this Subscription Agreement and the Plan. Capitalized terms used
in this  Subscription  Agreement shall have the same meaning as used in the Plan
unless stated to the contrary.

     2.  I  hereby  authorize  payroll  deductions  in  the  amount  of % of  my
Compensation  from each paycheck during the Purchase  Period.  I understand that
this  amount  must not be less  than  one  percent  (1 %) and not more  than ten
percent  (10%)  of my  Compensation  during  the  Purchase  Period  and  that no
fractional percentages are permitted. I further understand that:

          (a) all payroll  deductions made by me shall be credited to my Account
     under the Plan;

          (b) all payroll  deductions shall be made on an "after-tax  basis" and
     will be subject to all applicable income and employment taxes;

          (c) I may not make additional payments into such Account;

          (d) all payroll  deductions  will be  accumulated  for the purchase of
     Common Stock at the applicable Purchase Price determined in accordance with
     the Plan;

          (e) no  interest  will be  credited on funds held in my Account at any
     time for any reason;

          (f) I may discontinue my  participation  in the Plan at any time prior
     to an Exercise Date as provided in Section 10 of the Plan,  but if I (or my
     Beneficiary  in the case of  death)  do not  withdraw  from the  Plan,  any
     accumulated  payroll  deductions  will be used  to  automatically  purchase
     Common Stock;

          (g) I  may  decrease  the  rate  of my  payroll  deductions  in  whole
     percentage  increments  to not less than zero  percent (0%) on one occasion
     during any Purchase Period by filing a new Subscription Agreement with such
     decrease taking effect as of the beginning of the payroll period  following
     the date of filing of a new Subscription Agreement, filed at least ten (10)
     business days prior to the beginning of such payroll period;

          (h) I may not  increase the rate of my payroll  deductions  during any
     ongoing Purchase Period;

          (i) I may  increase or  decrease  the rate of payroll  deductions  for
     future Purchase  Periods by filing a new Subscription  Agreement,  and that
     change will be effective as of the beginning of the next  Purchase  Period;
     and

          (j) unless I discontinue my  participation  in the Plan as provided in
     Section 10 of the Plan, my election for payroll deductions will continue to
     be effective for each successive Purchase Period.

     3.  I  have  received  a  copy  of  the  complete  "Dobson   Communications
Corporation   2002  Employee  Stock  Purchase   Plan."  I  understand   that  my
participation in the Plan is in all respects subject to the terms of the Plan.

     4.  Until I request  delivery  of  certificates,  shares  of  Common  Stock
purchased for me under the Plan shall be owned by me  beneficially  and shall be
held in street name of the nominee of the third party administrator  selected by
the Plan  Administrator  to administer the Plan records or in such other nominee
name as shall be designated  from time to time by the Plan  Administrator.  Upon
delivery, shares will be issued in the name of name of the Employee only.

     5. I hereby agree to notify the Company in writing  within thirty (30) days
after the date of any  disposition of any shares  received by me pursuant to the
Employee Stock Purchase Plan within two (2) years after the Enrollment Date (the
first day of the Purchase Period during which I purchased such shares) or within
one (1) year after the  Exercise  Date (the date I  purchased  such  shares).  I
further agree that I will make adequate provision for federal, state, foreign or
other tax  withholding  obligations,  if any which arise upon the disposition of
the Common Stock.

     6. I hereby agree to be bound by the terms of the Plan.  The  effectiveness
of this  Subscription  Agreement is dependent upon my eligibility to participate
in the Plan.

     7. In the  event  of my  death,  I hereby  designate  the  following  as my
beneficiary(ies)  to receive all  payments and shares of Common Stock held in my
Account under the Plan.

Name: (Please print)
                         ------------------------------------------------------
                         ------------------------------------------------------
                         (First)            (Middle)            (Last)

Relationship:
                         ------------------------------------------------------
                         ------------------------------------------------------

Address:
                         ------------------------------------------------------
                         ------------------------------------------------------

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

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

Employee's Social
Security Number:
                         ------------------------------------------------------
                         ------------------------------------------------------

Employee's Home Address:
                         ------------------------------------------------------
                         ------------------------------------------------------

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


I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME.

Employee's Signature:
                         ------------------------------------------------------
                         ------------------------------------------------------

Dated:
                         ------------------------------------------------------
                         ------------------------------------------------------

Signature of spouse if
Beneficiary is other
than spouse:
                         ------------------------------------------------------
                         ------------------------------------------------------

Dated:
                         ------------------------------------------------------

<PAGE>
                                    EXHIBIT B

                        DOBSON COMMUNICATIONS CORPORATION

                        2002 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT
                              NOTICE OF WITHDRAWAL

     The   undersigned   Participant  in  the  Purchase  Period  of  the  Dobson
Communications  Corporation  2002  Employee  Stock  Purchase Plan which began on
__________,  20__,  hereby notifies the Company that he or she hereby  withdraws
from the  Purchase  Period.  He or she hereby  directs the Company to pay to the
undersigned as promptly as practicable  all the payroll  deductions  credited to
his/her  Account  with  respect  to  such  Purchase   Period.   The  undersigned
understands  and agrees that  his/her  Option for such  Purchase  Period will be
automatically  terminated.  The undersigned  understands further that no further
payroll  deductions  will be made for the  purchase  of  shares  in the  current
Purchase  Period  and the  undersigned  shall  be  eligible  to  participate  in
succeeding Purchase Periods only by delivering to the Company a new Subscription
Agreement.

Name and Address
of Participant:





Signature:

Date: