##### 



Exhibit 10.9




---



##### 



PageARTICLE 1.
    
    INTRODUCTION
    
    
    1ARTICLE 2.
    
    DEFINITIONS
    
    
    1ARTICLE 3.
    
    ADMINISTRATION
    
    
    43.1
    
    
    Committee Composition
    
    
    43.2
    
    
    Committee Responsibilities
    
    
    53.3
    
    
    Committee for Non-Officer Grants
    
    
    5ARTICLE 4.
    
    SHARES AVAILABLE FOR GRANTS
    
    
    54.1
    
    
    Basic Limitation
    
    
    54.2
    
    
    Annual Increase in Shares
    
    
    54.3
    
    
    Dividend Equivalents
    
    
    6ARTICLE 5.
    
    ELIGIBILITY
    
    
    65.1
    
    
    Incentive Stock Options
    
    
    65.2
    
    
    Other Grants
    
    
    6ARTICLE 6.
    
    OPTIONS
    
    
    66.1
    
    
    Stock Option Agreement
    
    
    66.2
    
    
    Number of Shares
    
    
    76.3
    
    
    Exercise Price
    
    
    76.4
    
    
    Exercisability and Term
    
    
    76.5
    
    
    Effect of Change in Control
    
    
    76.6
    
    
    Modification or Assumption of Options
    
    
    76.7
    
    
    Buyout Provisions
    
    
    8ARTICLE 7.
    
    PAYMENT FOR OPTION SHARES
    
    
    87.1
    
    
    General Rule
    
    
    87.2
    
    
    Surrender of Stock
    
    
    87.3
    
    
    Exercise/Sale
    
    
    87.4
    
    
    Exercise/Pledge
    
    
    97.5
    
    
    Promissory Note
    
    
    97.6
    
    
    Other Forms of Payment
    
    
    9ARTICLE 8.
    
    AUTOMATIC OPTION GRANTS TO OUTSIDE
DIRECTORS
    
    
    9
 i




---



##### 



Page[Deleted]ARTICLE 9.
    
    STOCK APPRECIATION RIGHTS
    
    
    99.1
    
    
    SAR Agreement
    
    
    99.2
    
    
    Number of Shares
    
    
    99.3
    
    
    Exercise Price
    
    
    109.4
    
    
    Exercisability and Term
    
    
    109.5
    
    
    Effect of Change in Control
    
    
    109.6
    
    
    Exercise of SARs
    
    
    109.7
    
    
    Modification or Assumption of SARs
    
    
    10ARTICLE 10.
    
    RESTRICTED SHARES
    
    
    1110.1
    
    
    Restricted Stock Agreement
    
    
    1110.2
    
    
    Payment for Awards
    
    
    1110.3
    
    
    Vesting Conditions
    
    
    1110.4
    
    
    Voting and Dividend Rights
    
    
    11ARTICLE 11.
    
    STOCK UNITS
    
    
    1111.1
    
    
    Stock Unit Agreement
    
    
    1111.2
    
    
    Payment for Awards
    
    
    1211.3
    
    
    Vesting Conditions
    
    
    1211.4
    
    
    Voting and Dividend Rights
    
    
    1211.5
    
    
    Form and Time of Settlement of Stock Units
    
    
    1211.6
    
    
    Death of Recipient
    
    
    1211.7
    
    
    Creditors Rights
    
    
    13ARTICLE 12.
    
    PERFORMANCE SHARES
    
    
    1312.1
    
    
    Performance Share Agreement
    
    
    1312.2
    
    
    Grant of Performance Shares
    
    
    1312.3
    
    
    Modification of Grant
    
    
    1412.4
    
    
    Terms of the Grant
    
    
    1412.5
    
    
    Payment of Performance Shares
    
    
    14ARTICLE 13.
    
    PROTECTION AGAINST DILUTION
    
    
    1513.1
    
    
    Adjustments
    
    
    1513.2
    
    
    Dissolution or Liquidation
    
    
    1613.3
    
    
    Reorganizations
    
    
    16ARTICLE 14.
    
    DEFERRAL OF AWARDS
    
    
    16
 ii




---



##### 



PageARTICLE 15.
    
    AWARDS UNDER OTHER PLANS
    
    
    18ARTICLE 16.
    
    PAYMENT OF DIRECTORS FEES IN SECURITIES
    
    
    1816.1
    
    
    Effective Date
    
    
    1816.2
    
    
    Elections to Receive NSOs, Restricted Shares or Stock Units
    
    
    1816.3
    
    
    Number and Terms of NSOs, Restricted Shares or Stock Units
    
    
    18ARTICLE 17.
    
    LIMITATION ON RIGHTS
    
    
    1817.1
    
    
    Retention Rights
    
    
    1817.2
    
    
    Shareholders Rights
    
    
    1817.3
    
    
    Regulatory Requirements
    
    
    19ARTICLE 18.
    
    WITHHOLDING TAXES
    
    
    1918.1
    
    
    General
    
    
    1918.2
    
    
    Share Withholding
    
    
    19ARTICLE 19.
    
    FUTURE OF THE PLAN
    
    
    1919.1
    
    
    Term of the Plan
    
    
    1919.2
    
    
    Amendment or Termination
    
    
    20ARTICLE 20.
    
    LIMITATION ON PARACHUTE PAYMENTS
    
    
    2020.1
    
    
    Scope of Limitation
    
    
    2020.2
    
    
    Basic Rule
    
    
    2020.3
    
    
    Reduction of Payments
    
    
    2120.4
    
    
    Overpayments and Underpayments
    
    
    2120.5
    
    
    Related Corporations
    
    
    22ARTICLE 21.
    
    EXECUTION
    
    
    23
 iii




---



##### 



SUREWEST COMMUNICATIONS
2000 EQUITY INCENTIVE PLAN
 ARTICLE 1. INTRODUCTION.
   ARTICLE 2.           DEFINITIONS.
 Affiliate
 Award
 Board
 Change in Control
 1




---



##### 



Code
 Committee
 Company
 Consultant
 Employee
 Exchange Act
 Exercise Price,
 Fair Market Value
 2




---



##### 



ISO
 NSO
 Option
 Optionee
 Outside Director
 Parent
 Participant
 Performance Share
 Performance Share Agreement
 Plan
 3




---



##### 



Restricted Share
 Restricted Stock Agreement
 SAR
 SAR Agreement
 Share
 Stock Option Agreement
 Stock Unit
 Stock Unit Agreement
 Subsidiary
 ARTICLE 3.           ADMINISTRATION.
 Committee Composition.
 4




---



##### 



Committee Responsibilities.
 Committee for Non-Officer Grants.
 ARTICLE 4.           SHARES AVAILABLE FOR GRANTS.
 Basic Limitation.
 Forfeited Shares.
 5




---



##### 



Dividend Equivalents.
 ARTICLE 5.           ELIGIBILITY.
 Incentive Stock Options.
 Other Grants.
 ARTICLE 6.           OPTIONS.
 Stock Option Agreement.
 6




---



##### 



Number of Shares.
 Exercise Price.
 Exercisability and Term.
 Effect of Change in Control.
 Modification or Assumption of Options.
 7




---



##### 



Buyout Provisions.
 ARTICLE 7.           PAYMENT FOR OPTION SHARES.
 General Rule.
   Surrender of Stock.
 Exercise/Sale.
 8




---



##### 



Exercise/Pledge.
 Promissory Note.
 Other Forms of Payment.
 ARTICLE 8.           AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.
 [Deleted]
 ARTICLE 9. STOCK APPRECIATION RIGHTS.
 SAR Agreement.
 Number of Shares.
 9




---



##### 



Exercise Price.
 Exercisability and Term.
 Effect of Change in Control.
 Exercise of SARs.
 Modification or Assumption of SARs.
 10




---



##### 



ARTICLE 10.           RESTRICTED SHARES.
 Restricted Stock Agreement.
 Payment for Awards.
 Vesting Conditions.
 Voting and Dividend Rights.
 ARTICLE 11. STOCK UNITS.
 Stock Unit Agreement.
 11




---



##### 



Payment for Awards.
 Vesting Conditions.
 Voting and Dividend Rights.
 Form and Time of Settlement of Stock Units.
 Death of Recipient.
 12




---



##### 



Creditors Rights.
 ARTICLE 12.           PERFORMANCE SHARES
 Performance Share Agreement
 Grant of Performance Shares
   13




---



##### 



Modification of Grant
 Terms of the Grant
 Payment of Performance Shares
   14




---



##### 



ARTICLE 13. PROTECTION AGAINST DILUTION.
 Adjustments.
       15
       Dissolution or Liquidation.
 Reorganizations.
      ARTICLE 14. DEFERRAL OF AWARDS.
     16




---



##### 



17




---



##### 



ARTICLE 15.           AWARDS UNDER OTHER PLANS.
  ARTICLE 16.           PAYMENT OF DIRECTORS FEES IN SECURITIES.
 Effective Date.
 Elections to Receive NSOs, Restricted Shares or Stock Units.
 Number and Terms of NSOs, Restricted Shares or Stock Units.
 ARTICLE 17.           LIMITATION ON RIGHTS.
 Retention Rights.
 Shareholders Rights.
 18




---



##### 



Regulatory Requirements.
 ARTICLE 18. WITHHOLDING TAXES.
 General.
 Share Withholding.
 ARTICLE 19. FUTURE OF THE PLAN.
 Term of the Plan. th
 19




---



##### 



Amendment or Termination.
 ARTICLE 20. LIMITATION ON PARACHUTE PAYMENTS.
 Scope of Limitation.
    Basic Rule.
 20




---



##### 



Reduction of Payments.
 Overpayments and Underpayments.
 21




---



##### 



Related Corporations.
 22




---



##### 



ARTICLE 21.           EXECUTION.
  SUREWEST COMMUNICATIONSBy:Title: 23