DOBSON COMMUNICATIONS CORPORATION

                            2002 STOCK INCENTIVE PLAN

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                                    ARTICLE I

                                     PURPOSE

     SECTION 1.01 Purpose.  This Stock  Incentive  Plan is established by Dobson
Communications  Corporation  (the  "Company")  to  create  incentives  which are
designed to motivate Participants to put forth maximum effort toward the success
and  growth of the  Company  and to enable the  Company  to  attract  and retain
experienced individuals who by their position, ability and diligence are able to
make important  contributions to the Company's success. Toward these objectives,
the Plan  provides for the granting of Awards to  Participants  on the terms and
subject to the conditions set forth in the Plan.

     SECTION 1.02 Establishment.  The Plan is effective as of April 19, 2002 and
for a period of 10 years from such date.  The Plan will  terminate  on April 18,
2012,  however,  it will  continue in effect  until all matters  relating to the
payment of Awards and administration of the Plan have been settled.

     SECTION 1.03 Shares Subject to the Plan. Subject to Articles IV and VIII of
this Plan, Awards may be made under this Plan for a total of 7,000,000 shares of
Common Stock. A maximum of 500,000 shares of the Class A Common Stock subject to
the Plan may be granted as Restricted Stock Awards (the "Restricted  Stock Award
Limit").

     SECTION  1.04  Shareholder  Approval.  The Plan  shall be  approved  by the
holders of shares of the  Company's  outstanding  common  stock  representing  a
majority of the total combined voting power of the Company's  outstanding shares
of common  stock  entitled to vote for the election of directors of the Company,
present,  or  represented,  and  entitled  to vote at a meeting  called for such
purposes, which approval must occur within the period ending twelve months after
the date  the  Plan is  adopted  by the  Board.  Pending  such  approval  by the
shareholders,  Awards under the Plan may be granted to Participants, but no such
Awards may be exercised or paid prior to receipt of shareholder approval. In the
event shareholder  approval is not obtained within such twelve-month period, all
such Awards shall be void.

                                   ARTICLE II

                                   DEFINITIONS

     SECTION 2.01 "Affiliated Entity" means any partnership or limited liability
company,  a majority of the  partnership  or other similar  interest  thereof is
owned or controlled,  directly or  indirectly,  by the Company or one or more of
its Subsidiaries or Affiliated Entities or a combination  thereof.  For purposes
hereof,  the Company,  a Subsidiary or an  Affiliated  Entity shall be deemed to
have a majority ownership interest in a partnership or limited liability company
if the  Company,  such  Subsidiary  or  Affiliated  Entity  shall be allocated a
majority of partnership or limited liability company gains or losses or shall be
or control a managing  director  or a general  partner  of such  partnership  or
limited liability company.

     SECTION 2.02 "Award" means,  individually  or  collectively,  any Option or
Restricted  Stock Award granted under the Plan to a Participant by the Committee
pursuant to such terms, conditions, restrictions, and/or limitations, if any, as
the Committee may establish by the Award Agreement or otherwise.

     SECTION  2.03  "Award   Agreement"   means  any  written   instrument  that
establishes the terms, conditions,  restrictions,  and/or limitations applicable
to an Award in addition to those established by this Plan and by the Committee's
exercise of its administrative powers.

     SECTION 2.04 "Board" means the Board of Directors of the Company.

     SECTION 2.05  "Change of Control"  and "Change of Control  Events" mean the
occurrence of one of the events designated in Section X.

     SECTION 2.06 "Code" means the  Internal  Revenue Code of 1986,  as amended.
Reference  to any Section of the Code shall be deemed to include any  amendments
or successor provisions to such Section and any regulations under such Section.

     SECTION 2.07 "Committee" means the Compensation  Committee of the Board, or
such other committee designated by the Board,  authorized to administer the Plan
under Article III hereof consisting of not less than two members of the Board.

     SECTION  2.08  "Common  Stock"  means the Class A Common  Stock,  par value
$0.001 per share, of the Company,  and after  substitution,  such other stock as
shall be substituted therefor as provided in Article VIII.

     SECTION  2.09 "Date of Grant"  means the date on which the  granting  of an
Award is  authorized  by the Committee or such later date as may be specified by
the Committee in such authorization.

     SECTION  2.10  "Disability"  shall  have the  meaning  set forth in Section
22(e)(3) of the Code.

     SECTION 2.11 "Director" means any person who is a member of the Board.

     SECTION 2.12  "Eligible  Employee"  means any  employee of the  Company,  a
Subsidiary or an Affiliated Entity.

     SECTION 2.13 "Exchange  Act" means the Securities  Exchange Act of 1934, as
amended.

     SECTION 2.14 "Fair Market  Value" means if, at the time an Award is granted
under the Plan,  the  Company's  Common Stock is publicly  traded,  "fair market
value" shall be  determined  as of the last business day for which the prices or
quotes  discussed in this sentence are available prior to the date such Award is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national  securities  exchange on which the
Common  Stock is  traded,  if the  Common  Stock is then  traded  on a  national
securities exchange;  or (ii) the last reported sale price (on that date) of the
Common  Stock on the NASDAQ  National  Market,  if the Common  Stock is not then
traded on a national  securities  exchange;  or (iii) the  closing bid price (or
average of bid prices)  last quoted (on that date) by an  established  quotation
service for over-the-counter  securities, if the Common Stock is not reported on
the NASDAQ  National  Market.  If the Common Stock is not publicly traded at the
time an Award is granted under the Plan, "fair market value" shall mean the fair
value of the Common  Stock as  determined  by the  Committee  after  taking into
consideration  all  factors  which  it  deems  appropriate,  including,  without
limitation,  recent  sale and  offer  prices  of the  Common  Stock  in  private
transactions negotiated at arm's length.

     SECTION 2.15 "Incentive Stock Option" means an Option within the meaning of
Section 422 of the Code.

     SECTION 2.16  "Nonqualified  Stock  Option" means an Option which is not an
Incentive Stock Option.

     SECTION 2.17 "Option" means an Award granted under Article VI of the Plan.

     SECTION 2.18  "Participant"  means a Director,  an Eligible  Employee or an
independent  contractor to whom an Award has been granted by the Committee under
the Plan.

     SECTION 2.19 "Plan" means this Dobson Communications Corporation 2002 Stock
Incentive Plan.

     SECTION 2.20 "Restricted Stock Award" means an Award granted to a Director,
Eligible Employee or an independent contractor under Article VII of the Plan.

     SECTION 2.21 "Subsidiary"  shall have the same meaning set forth in Section
424 of the Code.

                                   ARTICLE III

                                 ADMINISTRATION

     SECTION 3.01  Administration  by Committee.  The Committee shall administer
the Plan.  Unless  otherwise  provided  in the  by-laws  of the  Company  or the
resolutions  adopted from time to time by the Board  establishing the Committee,
the Board may from time to time  remove  members  from,  or add  members to, the
Committee.  Vacancies on the Committee,  however caused,  shall be filled by the
Board.  The  Committee  shall hold  meetings  at such times and places as it may
determine.  A majority of the Committee shall constitute a quorum,  and the acts
of a majority of the members present at any meeting at which a quorum is present
or acts  reduced to or  approved  in writing by a majority of the members of the
Committee shall be the valid acts of the Committee.

     Subject to the provisions of the Plan,  the Committee  shall have exclusive
power to:

          (a) Select the Participants to be granted Awards.

          (b) Determine the time or times when Awards will be made.

          (c)  Determine  the form of an Award,  whether an Option or Restricted
     Stock,  the number of shares of Common Stock subject to the Award,  all the
     terms, conditions (including performance requirements), restrictions and/or
     limitations,  if any, of an Award,  including  the time and  conditions  of
     exercise  or  vesting,  and the  terms of any  Award  Agreement,  which may
     include  the  waiver  or  amendment  of  prior  terms  and   conditions  or
     acceleration  or  early  vesting  or  payment  of an  Award  under  certain
     circumstances determined by the Committee.

          (d) Determine whether Awards will be granted singly or in combination.

          (e)  Accelerate  the  vesting,  exercise or payment of an Award or the
     performance  period of an Award when such action or actions would be in the
     best interest of the Company.

          (f) Take any and all other action it deems  necessary or advisable for
     the proper operation or administration of the Plan.

     SECTION 3.02  Committee to Make Rules and Interpret  Plan. The Committee in
its sole discretion  shall have the authority,  subject to the provisions of the
Plan, to establish,  adopt, or revise such rules and regulations and to make all
such  determinations  relating to the Plan as it may deem necessary or advisable
for the  administration of the Plan. The Committee's  interpretation of the Plan
or any Awards granted pursuant thereto and all decisions and  determinations  by
the Committee with respect to the Plan shall be final,  binding,  and conclusive
on all parties.

                                   ARTICLE IV

                                 GRANT OF AWARDS

     SECTION 4.01  Committee to Grant Awards.  The  Committee  may, from time to
time, grant Awards to one or more Participants, provided, however, that:

          (a) Subject to Article VIII, the aggregate  number of shares of Common
     Stock made subject to the Award of Options to any Participant in any fiscal
     year of the Company may not exceed 2,000,000.

          (b) Any shares of Common Stock  related to Awards  which  terminate by
     expiration,  forfeiture,  cancellation or otherwise without the issuance of
     shares of Common Stock shall be available again for grant under the Plan.

          (c) Awards to directors or officers of the  Company,  a Subsidiary  or
     Affiliated Entity must be approved and made by the Board to be effective.

          (d)  Common  Stock  delivered  by the  Company in payment of any Award
     under the Plan may be authorized and unissued  Common Stock or Common Stock
     held in the treasury of the Company.

          (e) The Committee shall, in its sole discretion,  determine the manner
     in which fractional shares arising under this Plan shall be treated.

          (f) Separate certificates representing Common Stock to be delivered to
     a  Participant  upon the  exercise  of any  Option  will be  issued to such
     Participant.

                                    ARTICLE V

                                   ELIGIBILITY

     Subject to the  provisions of the Plan, the Committee  shall,  from time to
time, select from the Eligible Employees,  Directors and independent contractors
to whom Awards shall be granted and shall  determine the type or types of Awards
to be made and shall  establish  in the  related  Award  Agreements  the  terms,
conditions, restrictions and/or limitations, if any, applicable to the Awards in
addition  to  those  set  forth in the Plan  and the  administrative  rules  and
regulations issued by the Committee.

                                   ARTICLE VI

                                  STOCK OPTIONS

     SECTION  6.01  Grant of  Options.  The  Committee  may,  from time to time,
subject to the  provisions of the Plan and such other terms and conditions as it
may  determine,  grant Options to  Participants.  These Options may be Incentive
Stock Options or  Nonqualified  Stock Options,  or a combination  of both.  Each
grant of an Option  shall be  evidenced  by an Award  Agreement  executed by the
Company and the Participant,  and shall contain such terms and conditions and be
in such form as the  Committee  may from time to time  approve,  subject  to the
requirements of Section 6.02.

     SECTION 6.02 Conditions of Options. Each Option so granted shall be subject
to the following conditions:

          (a) Exercise Price.  As limited by Section 6.02(e) below,  each Option
     shall state the exercise  price which shall be set by the  Committee at the
     Date of Grant;  provided,  however,  no Nonqualified  Stock Option shall be
     granted  at an  exercise  price  which is less than 75% of the Fair  Market
     Value of the Common Stock on the Date of Grant.

          (b) Means of Exercising Options. An Option (or any part of installment
     thereof)  shall be exercised by giving written notice to the Company at its
     principal  office  address,  or to such transfer agent as the Company shall
     designate.  Such notice  shall  identify  the Option  being  exercised  and
     specify  the number of shares as to which such  Option is being  exercised,
     accompanied by full payment of the purchase  price  therefor  either (a) in
     United  States  dollars in cash or by check,  (b) at the  discretion of the
     Committee,  through  delivery of shares of Common Stock that have been held
     by the  Participant  for at least six months,  having a fair  market  value
     equal as of the date of the  exercise  to the  cash  exercise  price of the
     Option but only to the extent such  exercise of an Option  would not result
     in an accounting compensation charge with respect to the shares used to pay
     the exercise price unless otherwise determined by the Committee, (c) at the
     discretion of the Committee and consistent with applicable law, through the
     delivery  of an  assignment  to the Company of a  sufficient  amount of the
     proceeds  from the sale of the Common Stock  acquired  upon exercise of the
     Option and an  authorization  to the  broker or  selling  agent to pay that
     amount to the Company,  which sale shall be at the participant's  direction
     at the time of exercise, or (d) at the discretion of the Committee,  by any
     combination  of (a),  (b) and (c) above.  If the  Committee  exercises  its
     discretion to permit payment of the exercise price of an Option by means of
     the methods set forth in clauses  (b), and (c) of the  preceding  sentence,
     such  discretion  shall be exercised in writing at the time of the grant of
     the Option in  question.  The holder of an Option shall not have the rights
     of a  shareholder  with respect to the shares  covered by such Option until
     the date of issuance of a stock certificate to such holder for such shares.
     Except as expressly  provided above in Article VIII with respect to changes
     in  capitalization  and stock  dividends,  no adjustment  shall be made for
     dividends  or similar  rights for which the record  date is before the date
     such stock certificate is issued.

          (c)  Exercise  of  Options.  Options  granted  under the Plan shall be
     exercisable,  in whole or in such installments and at such times, and shall
     expire at such time,  as shall be  provided by the  Committee  in the Award
     Agreement.  Exercise of an Option  shall be by written  notice  stating the
     election to exercise in the form and manner  determined  by the  Committee.
     Every share of Common  Stock  acquired  through  the  exercise of an Option
     shall be deemed to be fully paid at the time of exercise and payment of the
     exercise price.

          (d) Other Terms and  Conditions.  Among other  conditions  that may be
     imposed by the Committee, if deemed appropriate,  are those relating to (i)
     the period or periods and the conditions of  exercisability  of any Option;
     (ii) the minimum periods during which  Participants must be employed by the
     Company,  its  Subsidiaries or an Affiliated  Entity,  or must hold Options
     before they may be exercised; (iii) the minimum periods during which shares
     acquired  upon the exercise of Options must be held before sale or transfer
     shall be permitted;  (iv)  conditions  under which Options or shares may be
     subject to  forfeiture;  (v) the  frequency  of  exercise or the minimum or
     maximum  number of shares that may be acquired at any one time and (vi) the
     achievement by the Company of specified performance criteria.

          (e) Special Restrictions Relating to Incentive Stock Options.  Options
     issued in the form of  Incentive  Stock  Options  shall  only be granted to
     Eligible  Employees of the Company or a Subsidiary and shall not be granted
     to  Directors  who are not also  Eligible  Employees  of the  Company  or a
     Subsidiary and shall, in addition to being subject to all applicable terms,
     conditions,  restrictions and/or limitations  established by the Committee,
     comply with the  requirements  of Section 422 of the Code (or any successor
     Section thereto),  including,  without limitation, the requirement that the
     exercise  price of an  Incentive  Stock Option not be less than 100% of the
     Fair Market Value of the Common Stock on the Date of Grant, the requirement
     that each Incentive Stock Option,  unless sooner  exercised,  terminated or
     cancelled,  expire no later than 10 years  from its Date of Grant,  and the
     requirement that the aggregate Fair Market Value (determined on the Date of
     Grant) of the Common Stock with respect to which  Incentive  Stock  Options
     are  exercisable  for the first time by a  Participant  during any calendar
     year (under this Plan or any other plan of the  Company,  its parent or any
     Subsidiary)  not exceed  $100,000.  Incentive  Stock Options,  which are in
     excess  of  the  applicable  $100,000  limitation,  will  be  automatically
     recharacterized  as  Nonqualified  Stock Options as provided  under Section
     6.03 of this  Plan.  No  Incentive  Stock  Options  shall be granted to any
     Eligible  Employee if,  immediately  before the grant of an Incentive Stock
     Option,  such Eligible  Employee  owns more than 10% of the total  combined
     voting power of all classes of stock of the Company or its Subsidiaries (as
     determined  in accordance  with the stock  attribution  rules  contained in
     Sections  422 and 424(d) of the Code).  Provided,  the  preceding  sentence
     shall not apply if, at the time the Incentive Stock Option is granted,  the
     exercise  price is at least  110% of the Fair  Market  Value of the  Common
     Stock  subject to the  Incentive  Stock Option,  and such  Incentive  Stock
     Option by its terms is  exercisable  no more than five  years from the date
     such Incentive Stock Option is granted.

          (f)  Shareholder  Rights.  No  Participant  shall  have a  right  as a
     shareholder  with respect to any share of Common Stock subject to an Option
     prior to purchase of such shares of Common Stock by exercise of the Option.

     SECTION  6.03  Options Not  Qualifying  as Incentive  Stock  Options.  With
respect  to all or any  portion  of any  Option  granted  under  this  Plan  not
qualifying  as an "incentive  stock option" under Section 422 of the Code,  such
Option shall be considered  as a  Nonqualified  Stock Option  granted under this
Plan  for all  purposes.  This  Plan and any  Incentive  Stock  Options  granted
hereunder  shall be deemed to have  incorporated by reference all the provisions
and requirements of Section 422 of the Code (and the Treasury Regulations issued
thereunder)  which are  required to provide  that all  Incentive  Stock  Options
granted hereunder shall be "incentive stock options" described in Section 422 of
the Code.  Further,  in the event  that the  Committee  grants  Incentive  Stock
Options under this Plan to a Participant,  and, in the event that the applicable
limitation contained in Section 6.02(e) herein is exceeded, then, such Incentive
Stock  Options in excess of such  limitation  shall be  treated as  Nonqualified
Stock  Options  under  this Plan  subject  to the terms  and  provisions  of the
applicable   Award   Agreement,   except  to  the  extent  modified  to  reflect
recharacterization of the Incentive Stock Options as Nonqualified Stock Options.

                                   ARTICLE VII

                             RESTRICTED STOCK AWARD

     SECTION 7.01 Grant of Restricted Stock Awards. The Committee may, from time
to  time,  subject  to the  provisions  of the Plan and  such  other  terms  and
conditions  as  it  may  determine,  grant  a  Restricted  Stock  Award  to  any
Participant. Restricted Stock Awards shall be awarded in such number and at such
times  during  the  term of the  Plan as the  Committee  shall  determine.  Each
Restricted  Stock Award may be evidenced in such manner as the  Committee  deems
appropriate,   including,  without  limitation,  a  book-entry  registration  or
issuance  of a stock  certificate  or  certificates,  and by an Award  Agreement
setting forth the terms of such Restricted Stock Award.

     SECTION  7.02  Conditions  of  Restricted  Stock  Awards.  The  grant  of a
Restricted Stock Award shall be subject to the following:

          (a)  Restriction   Period.  In  addition  to  any  vesting  conditions
     determined by the Committee,  including, but not by way of limitation,  the
     achievement by the Company of specified  performance  criteria,  vesting of
     each  Restricted  Stock  Award  shall  require  the holder to remain in the
     employment  of the Company,  a Subsidiary,  or an  Affiliated  Entity for a
     prescribed period (a "Restriction  Period").  The Committee shall determine
     the Restriction Period or Periods which shall apply to the shares of Common
     Stock covered by each Restricted Stock Award or portion thereof;  provided,
     however,  each  Restricted  Stock  Award  shall have a minimum  Restriction
     Period of at least one year. At the end of the Restriction Period, assuming
     the fulfillment of any other specified vesting conditions, the restrictions
     imposed by the  Committee  shall lapse with respect to the shares of Common
     Stock covered by the Restricted Stock Award or portion thereof. In addition
     to acceleration of vesting upon the occurrence of a Change of Control Event
     as provided in Article X, the Committee may, in its sole discretion, modify
     or  accelerate  the vesting of a Restricted  Stock Award in the case of the
     death or disability of the Participant.

          (b) Restrictions. The holder of a Restricted Stock Award may not sell,
     transfer, pledge, exchange, hypothecate, or otherwise dispose of the shares
     of Common  Stock  represented  by the  Restricted  Stock  Award  during the
     applicable  Restriction  Period.  The  Committee  shall  impose  such other
     restrictions  and  conditions  on any shares of Common  Stock  covered by a
     Restricted  Stock  Award  as  it  may  deem  advisable  including,  without
     limitation, restrictions under applicable Federal or state securities laws,
     and may  legend  the  certificates  representing  Restricted  Stock to give
     appropriate notice of such restrictions.

          (c)  Rights  as  Shareholders.  During  any  Restriction  Period,  the
     Committee may, in its discretion, grant to the holder of a Restricted Stock
     Award all or any of the rights of a shareholder with respect to the shares,
     including, but not by way of limitation,  the right to vote such shares and
     to receive dividends.  If any dividends or other  distributions are paid in
     shares  of Common  Stock,  all such  shares  shall be  subject  to the same
     restrictions  on  transferability  as the shares of  Restricted  Stock with
     respect to which they were paid.

                                  ARTICLE VIII

                                STOCK ADJUSTMENTS

     In the event that the shares of Common  Stock,  as  presently  constituted,
shall be changed into or exchanged  for a different  number or kind of shares of
stock or other securities of the Company or of another  corporation  (whether by
reason  of  merger,  consolidation,  recapitalization,  reclassification,  stock
split,  combination of shares or otherwise),  or if the number of such shares of
Common Stock shall be increased  through the payment of a stock  dividend,  or a
dividend  on the  shares of  Common  Stock or rights  or  warrants  to  purchase
securities of the Company shall be made,  then there shall be substituted for or
added to each  share  available  under and  subject to the Plan as  provided  in
Section 1.03  hereof,  and each share  theretofore  appropriated  or  thereafter
subject or which may become  subject to Options  under the Plan,  the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be exchanged
or to which each such share shall be entitled, as the case may be, on a fair and
equivalent basis in accordance with the applicable  provisions of Section 424 of
the Code; provided, however, with respect to Options, in no such event will such
adjustment  result in a modification  of any Option as defined in Section 424(h)
of the Code.  In the event there shall be any other change in the number or kind
of the outstanding shares of Common Stock, or any stock or other securities into
which the Common  Stock shall have been  changed or for which it shall have been
exchanged,  then if the Committee shall, in its sole discretion,  determine that
such change  equitably  requires an adjustment in the shares available under and
subject to the Plan, or in any Award theretofore granted or which may be granted
under  the  Plan,  such  adjustments  shall  be made  in  accordance  with  such
determination, except that no adjustment of the number of shares of Common Stock
available  under the Plan or to which any Award relates that would  otherwise be
required shall be made unless and until such adjustment either by itself or with
other  adjustments  not previously made would require an increase or decrease of
at least 1% in the number of shares of Common Stock  available under the Plan or
to which any Award relates  immediately  prior to the making of such  adjustment
(the "Minimum  Adjustment").  Any adjustment  representing a change of less than
such minimum amount shall be carried forward and made as soon as such adjustment
together with other adjustments required by this Article VIII and not previously
made would result in a Minimum Adjustment.  Notwithstanding  the foregoing,  any
adjustment  required by this Article VIII which  otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Award immediately prior to exercise, payment or settlement of such Award.

     No fractional  shares of Common Stock or units of other securities shall be
issued  pursuant to any such  adjustment,  and any fractions  resulting from any
such  adjustment  shall be eliminated  in each case by rounding  downward to the
nearest whole share.

                                   ARTICLE IX

                                     GENERAL

     SECTION 9.01  Amendment or  Termination  of Plan.  The Board may suspend or
terminate the Plan at any time.  In addition,  the Board may, from time to time,
amend the Plan in any manner, but may not without shareholder approval adopt any
amendment  which would  increase the aggregate  number of shares of Common Stock
available under the Plan (except by operation of Article VIII);  provided,  that
any amendment to the Plan shall require  approval of the shareholders if, in the
opinion of counsel to the Company,  such  approval is required by any Federal or
state law or any regulations or rules promulgated thereunder.

     SECTION 9.02 Dividends and Dividend Equivalents.  The Committee may choose,
at the time of the grant of any Award or any time  thereafter  up to the time of
payment  of such  Award,  to include  as part of such  Award an  entitlement  to
receive  dividends or dividend  equivalents  subject to such terms,  conditions,
restrictions,  and/or  limitations,  if any,  as the  Committee  may  establish.
Dividends and dividend  equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or  installments),  and at such time as the Committee
shall  determine.  All  dividends  or  dividend  equivalents  which are not paid
currently may, at the Committee's  discretion,  accrue interest or be reinvested
into additional shares of Common Stock.

     SECTION 9.03 Acceleration of Otherwise Unexercisable Options and Vesting of
Restricted  Stock on  Death,  Disability  or Other  Special  Circumstances.  The
Committee,  in its sole discretion,  may permit (i) a Participant who terminates
employment due to a Disability,  (ii) the personal  representative of a deceased
Participant,  or (iii) any other Participant who terminates  employment upon the
occurrence of special circumstances (as determined by the Committee) to purchase
(or to become  vested in) all or any part of the shares  subject to any unvested
Award  (whether  covering  Options  or  Restricted  Stock)  on the  date  of the
Participant's Disability, death, or as the Committee otherwise so determines.

     SECTION 9.04  Limitations  on Exercise  After  Termination  of  Employment.
Unless otherwise provided in the Participant's Award Agreement,  with respect to
Awards which have already vested at the date of termination of employment or the
vesting of which is  accelerated  by the  Committee in  accordance  with Section
9.03, the Participant or the personal  representative of a deceased  Participant
shall  automatically  have the right to exercise such vested Awards within three
months of such date of  termination  of  employment or one year in the case of a
Participant  suffering  a  Disability  or three  years in the case of a deceased
Participant.

     SECTION 9.05 Limited Transferability. The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which  permit  transfer by the  Participant  to (i) the
ex-spouse  of the  Participant  pursuant  to the terms of a  domestic  relations
order, (ii) the spouse, children or grandchildren of the Participant ("Immediate
Family  Members"),  (iii) a trust or trusts  for the  exclusive  benefit of such
Immediate  Family Members,  or (iv) a partnership in which such Immediate Family
Members are the only partners. In addition (x) there may be no consideration for
any such transfer,  (y) the Award Agreement  pursuant to which such Nonqualified
Stock Options are granted must be approved by the Committee,  and must expressly
provide for  transferability  in a manner consistent with this Section,  and (z)
subsequent  transfers  of  transferred   Nonqualified  Stock  Options  shall  be
prohibited except as set forth below in this Section 9.05.  Following  transfer,
any such  Nonqualified  Stock Options  shall  continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer,  provided
that for purposes of Section 9.04 hereof the term "Participant"  shall be deemed
to refer to the  transferee.  The events of termination of employment of Section
9.04  hereof  shall  continue  to  be  applied  with  respect  to  the  original
Participant,  following which the Options shall be exercisable by the transferee
only to the extent,  and for the periods  specified in Section  9.04 hereof.  No
transfer  pursuant to this  Section  9.05 shall be effective to bind the Company
unless  the  Company  shall  have been  furnished  with  written  notice of such
transfer  together  with such other  documents  regarding  the  transfer  as the
Committee shall request.  In addition,  Options shall be transferable by will or
the laws of descent and distribution;  however, no such transfer of an Option by
the Participant  shall be effective to bind the Company unless the Company shall
have been furnished  with written  notice of such transfer and an  authenticated
copy of the will and/or such other  evidence as the Committee may deem necessary
to establish the validity of the transfer and the  acceptance by the  transferee
of the terms and conditions of such Option.

     SECTION 9.06 Withholding  Taxes. A Participant must pay the amount of taxes
required by law upon the  exercise  or payment of an Award (i) in cash,  (ii) at
the discretion of the  Committee,  by delivering to the Company shares of Common
Stock having a Fair Market  Value on the date of payment  equal to the amount of
such  minimum  required  withholding  taxes,  or  (iii)  a  combination  of  the
foregoing.

     SECTION  9.07  Amendments  to  Awards.   The  Committee  may  at  any  time
unilaterally  amend the terms of any Award  Agreement,  whether or not presently
exercisable,  earned,  paid or  vested,  to the  extent  it  deems  appropriate,
including  by example  and not by  limitation,  the  acceleration  of vesting of
Awards;  provided,  however,  that any such  amendment  which is  adverse to the
Participant  with  respect  to  awards  previously  granted  shall  require  the
Participant's consent.

     SECTION 9.08 Securities Laws. The Company shall have no obligation to issue
or deliver certificates representing shares of Common Stock subject to Awards if
such issuance or delivery would violate any federal or state securities or other
laws or prior to:

          (a) the obtaining of any approval from, or satisfaction of any waiting
     period or other  condition  imposed by, any  governmental  agency which the
     Committee  shall,  in its sole  discretion,  determine  to be  necessary or
     advisable; and

          (b) the completion of any registration or other  qualification of such
     shares  under any state or Federal law or ruling of any  governmental  body
     which  the  Committee  shall,  in  its  sole  discretion,  determine  to be
     necessary or advisable.

     SECTION 9.09 Right to Continued  Position or Employment.  Participation  in
the Plan  shall not give any  Director  any right to  remain a  Director  of the
Company  or any  Eligible  Employee  any right to  remain  in the  employ of the
Company,  any  Subsidiary or any  Affiliated  Entity.  The adoption of this Plan
shall  not be  deemed  to give any  Director,  Eligible  Employee  or any  other
individual any right to be selected as a Participant or to be granted an Award.

     SECTION 9.10  Reliance on Reports.  Each member of the  Committee  and each
member of the Board shall be fully  justified in relying or acting in good faith
upon any report made by the  independent  public  accountants of the Company and
its Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than  himself.  In no event shall any person
who is or shall  have been a member of the  Committee  or of the Board be liable
for any  determination  made or other  action  taken or any  omission  to act in
reliance upon any such report or information or for any action taken,  including
the furnishing of information, or failure to act, if in good faith.

     SECTION 9.11 Construction.  Masculine pronouns and other words of masculine
gender shall refer to both men and women.

     SECTION 9.12  Governing Law. The Plan shall be governed by and construed in
accordance  with the laws of the  State of  Oklahoma  except  as  superseded  by
applicable Federal law.

     SECTION  9.13  Dissolution  or  Liquidation.  In the event of the  proposed
dissolution or liquidation of the Company, each Award will terminate immediately
prior to the  consummation  of such  proposed  action or at such  other time and
subject to such other conditions as shall be determined by the Committee.

                                    ARTICLE X

                             CHANGE OF CONTROL EVENT

     Awards  granted  under the Plan may, in the  discretion  of the  Committee,
provide in the Award  Agreement  that such Awards shall be  immediately  vested,
fully earned and exercisable upon the occurrence of a Change of Control Event. A
Change of  Control  Event  shall  mean the  occurrence  of any of the  following
events:

          (i) Dobson CC Limited  Partnership,  an Oklahoma limited  partnership,
     and its  affiliates  cease to  beneficially  own at least  35% of the total
     combined  voting power of all classes of  outstanding  capital stock of the
     Company  entitled to vote in the election of the  directors of the Company;
     or

          (ii) Any "person" or "group,"  within the meaning of Section 13 (d) or
     14 (d)(2) of the  Securities  Exchange  Act of 1934  becomes  the  ultimate
     "beneficial  owner," as defined in Rule 13d-3  under the  Exchange  Act, of
     more  than  35% of the  total  combined  voting  power  of all  classes  of
     outstanding  capital stock of the Company  entitled to vote in the election
     of directors of the Company,  on a fully diluted basis, and such beneficial
     ownership  represents a greater  percentage of such total  combined  voting
     power,  on a  fully  diluted  basis,  than is held  by  Dobson  CC  Limited
     Partnership and its affiliates on such date; or

          (iii)  Individuals  who on April  19,  2002  constituted  the Board of
     Directors of the Company, together with any new directors whose election by
     the Board of Directors of the Company or whose  nomination  for election by
     the Company's stockholders was approved by a majority of the members of the
     Board of Directors of the Company then in office who either were members of
     the Board of Directors  of the Company of April 19, 2002 or whose  election
     or nomination for election was previously so approved, cease for any reason
     to constitute a majority of the members of the Company's Board of Directors
     then in office; or

          (iv) The sale, lease, transfer, conveyance or other disposition (other
     than by way of merger  or  consolidation),  in one or a series  of  related
     transactions,  of all or  substantially  all of the combined  assets of the
     Company and all of its subsidiaries,  taken as a whole, to any person other
     than a  wholly-owned  subsidiary  of  the  Company  or  Dobson  cc  Limited
     Partnership or any of its affiliates; or

          (v)  The  adoption  of a plan of  liquidation  or  dissolution  of the
     Company.