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                    MID-PLAINS TELEPHONE, INC.
                   EMPLOYEE STOCK PURCHASE PLAN

     1.   Purpose of the Plan.  The purpose of this Employee Stock
Purchase Plan (the "Plan") is to encourage long-term stock
ownership by all employees, officers and directors of Mid-Plains
Telephone, Inc., a Wisconsin corporation (the "Company") and its
subsidiaries and affiliates, through the grant of stock purchase
rights to purchase shares of the Company's common stock.

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

          (a)  "Board" shall mean the Board of Directors of the
               Company.

          (b)  "Code" shall mean the Internal Revenue Code of
               1986, as amended.

          (c)  "Effective Date" shall mean the date of the
               adoption of the Plan by the Board.

          (d)  "Fair Market Value" of each Share of the Stock
               shall mean the fair market value per share
               determined at least annually by the Board in its
               reasonably exercised discretion.

          (e)  "Eligible Employee" shall mean any employee,
               officer or director of the Company or its
               subsidiaries or affiliates who has completed one
               (1) year of employment with the Company at the time
               of any Stock purchase, and who immediately after
               the commencement of an Offering Period, does not
               own 5% or more of the total combined voting power
               of all classes of stock of the Company, treating
               all stock available to the employee pursuant to the
               Offering as stock owned by the employee and
               applying the attribution rules of section 424(d) of
               the Code.

          (f)  "Fiscal Year" shall be  August 1 - July 31.  

          (g)  "Offering" shall mean an issue of Stock offered for
               sale to an Eligible Employee during an Offering
               Period.

          (h)  "Offering Period" shall mean the period established
               by the Board from time to time for the purchase of
               Stock by Eligible Employees, but shall not exceed
               27 months.
     
          (i)  "Participant" shall mean an Eligible Employee who
               elects to purchase Stock pursuant to this Plan.

          (j)  "Purchase Price" shall mean the price per share at
               which Eligible Employees may purchase common stock
               of the Company pursuant to the Plan determined by
               multiplying the discount by the Fair Market Value.

          (k)  "Secretary" shall mean the Secretary of the Company.

          (l)  "Share" shall mean one share of the Stock.

          (m)  "Stock" shall mean the $3.33 1/3 par value common
               stock of the Company.
          
          (n)  "Stock Subscription Agreement" shall mean the
               written subscription agreement of an Eligible
               Employee for the purchase of Stock in such form as
               required by the Board.

     3.   Shares Subject to the Plan.  The aggregate number of
Shares of Stock  which may be issued pursuant to the Plan shall not
exceed 50,000 shares.

     4.   Administration of the Plan.

          (a)  Plan to be Administered by Board and Secretary. 
               The Plan shall be administered by the Board and the
               Secretary.

          (b)  Powers of the Board.  The Board is authorized to:

               (i)       determine the Fair Market Value of the
                         Stock; 

               (ii)      determine the discount to Fair Market
                         Value at which Eligible Employees may
                         purchase shares.

               (iii)          determine if the Company should
                              offer Shares for sale to Eligible
                              Employees during any given Fiscal
                              Year; and

               (iv)      determine the maximum number of Shares
               available           during any Offering Period for
               purchase by each Eligible          Employee and by
               all Eligible Employees collectively.

          (c)  Powers of the Secretary.  The Secretary is
               authorized to:

               (i)       designate Eligible Employees;

               (ii)      interpret the Plan and establish rules
                         and regulations relating to it;

               (iii)     make all other determinations
                         necessary or advisable in order to
                         administer the Plan.

          (d)  Maintenance of Records: Holding of Meetings.  The
               Board and the Secretary shall maintain a written
               record of their proceedings relating to their
               administration of the Plan.  

          (e)  Decisions of the Board and the Secretary.  All
               decisions, determinations and interpretations of
               the Board and the Secretary shall be final and
               conclusive on all persons affected thereby.

     5.   Effective Date and Duration of Plan.  The Plan shall
become effective upon its adoption by the Board.  The Plan shall
continue in effect from year to year, but pursuant to the terms of
Section 9 herein, it may be amended or terminated by the Company at
any time.

     6.   Purchase of Stock.

          (a)  Purchase Price.  All Shares sold to an Eligible
               Employee under the Plan shall be sold at a Purchase
               Price per share as determined from time to time,
               but at least annually, by the Board but not less
               than 85% of the Share's Fair Market Value.  

          (b)  Exercise Period.  An Eligible Employee may purchase
               Shares during any Offering Period by providing the
               Secretary with written notice of his intention to
               purchase Shares on or before August 1 and/or
               February 1 and by tendering an executed Stock
               Subscription Agreement for such Shares  to be
               purchased on or before August 1 and/or February 1. 

          (c)  Minimum/Maximum Purchase.  Each Eligible Employee
               who elects to purchase Stock pursuant to this Plan
               must purchase a minimum of  one (1) Share.  The
               maximum number of Shares available during any
               Offering Period for purchase by each Eligible
               Employee and by all Eligible Employees collectively
               shall be established by the Board.  If Eligible
               Employees submit offers to purchase more Shares
               than the Board has made available, any such offers
               to purchase shall be reduced proportionately as
               required in such manner as determined by the
               Secretary in his sole discretion.

               No Eligible Employee shall be permitted to purchase
               Stock at a rate which exceeds $25,000 in fair
               market value of such Stock (determined at the time
               the option is granted) for each calendar year in
               which any such option is outstanding at any time.

          (d)  Time and Method of Payment.  Each Eligible Employee
               who elects to purchase Stock pursuant to this Plan
               may either (1) tender a check payable to the
               Company in the amount set forth in Section 13 of
               the Stock Subscription Agreement immediately or
               prior to the termination of the Offering Period
               ("Termination Date"), or (2) complete an
               authorization for a payroll deduction as set forth
               in Section 7 below.

               If the Purchase Price should change during an
               Offering Period a Participant shall have either
               thirty (30) days from the date of the change or
               until the Termination Date whichever is earlier to
               purchase shares at the pre-change Purchase Price. 
               Thereafter, a Participant may only purchase shares
               at the changed Purchase Price.  

               The Secretary shall within seven (7) days of a
               change in the Purchase Price give notice to each
               Participant who has not purchased all of his
               subscribed shares.

     7.   Payroll Deductions.  

          (a)  Commencement of Participation.  An Eligible
               Employee may become a Participant by completing an
               authorization for a payroll deduction on the form
               provided by the Company and filing it with the
               office of the Treasurer of the Company on or before
               the date set therefor by the Secretary, which date
               shall be prior to the commencement of the Offering
               Period ("Offering Period Commencement Date"). 
               Payroll deductions for a Participant shall commence
               on the applicable Offering Period Commencement Date
               when his authorization for a payroll deduction
               becomes effective and shall end on the  Termination
               Date to which such authorization is applicable.

          (b)  Amount of Deduction.  At the time a Participant
               files his authorization for payroll deduction, he
               shall elect to have deductions made from his pay on
               each payday during the time he is a Participant in
               an Offering  which shall be equal to the whole
               number of shares purchased during each pay period
               multiplied by the Purchase Price, the product of
               which shall not exceed 10% of his compensation each
               pay period.  If the Purchase Price changes during
               the Offering Period, the Secretary shall notify
               each Participant who has completed an authorization
               for a payroll deduction for the purchase of Shares
               pursuant to the Plan within seven (7) days thereof. 
               If the Participant fails to alter his payroll
               deduction the Treasurer shall deduct from the
               Participant's pay the whole number of Shares
               purchased during each pay period multiplied by the
               new Purchase Price.  In the case of a part-time
               hourly employee, such employee's  compensation
               during an Offering shall be determined by
               multiplying such employee's hourly rate of pay in
               effect on the Offering Period Commencement Date by
               the number of regularly scheduled hours of work for
               such employee during such Offering.
     
          (c)  Changes in Payroll Deductions.  A Participant may
               discontinue his participation in the Plan as
               provided in Section 7(f) hereof, and  may  alter
               the amount of his payroll deduction by giving
               notice of such alteration to the Treasurer of the
               Company.

          (d)  Leave of Absence.  

               (i)  If a Participant goes on a leave of absence,
                    such Participant shall have the right to
                    elect: (a) to withdraw the balance in his
                    account pursuant to Section 7(f) hereof, (b)
                    to discontinue contributions to the Plan but
                    remain a Participant in the Plan, or (c) to
                    remain a Participant in the Plan during such
                    leave of absence, authorizing deductions to be
                    made from payments by the Company to the
                    Participant during such leave of absence and
                    undertaking to make cash payments to the Plan
                    at the end of each payroll period to the
                    extent that amounts payable by the Company to
                    such Participant are insufficient to meet such
                    Participant's authorized Plan deductions.

               (ii) A Participant on leave of absence shall,
                    subject to the election made by such
                    Participant pursuant to (i) above, continue to
                    be a Participant in the Plan so long as such
                    Participant is on continuous leave of absence. 
                    A Participant who has been on leave of absence
                    for more than 90 days and who therefore is not
                    an employee for the purpose of the Plan shall
                    not be entitled to participate in any Offering
                    commencing after the 90th day of such leave of
                    absence.  Notwithstanding any other provisions
                    of the Plan, unless a Participant on leave of
                    absence returns to regular full time or part
                    time employment with the Company at the
                    earlier of: (a) the termination of such leave
                    of absence or (b) three months from the 90th
                    day of such leave of absence, such
                    Participant's participation in the Plan shall
                    terminate on whichever of such dates first
                    occurs.
          
          (e)  Delivery of Stock.   The Company will deliver to
               each Participant,  bi-annually, the Stock purchased
               under the Plan.

          (f)  Withdrawal of Account.  A Participant may withdraw
               payroll deductions credited to his account under
               the Plan at any time by giving written notice to
               the Treasurer of the Company.  All of the
               Participant's payroll deductions credited to his
               account will be paid to him promptly after receipt
               of his notice of withdrawal, and no further payroll
               deductions will be made from his pay during such
               Offering.

          (g)  Effect on Subsequent Participation.  A
               Participant's withdrawal from any Offering will not
               have any effect upon his eligibility to participate
               in any succeeding Offering or in any similar plan
               which may hereafter be adopted by the Company.

          (h)  Termination of Employment.  Upon termination of the
               Participant's employment for any reason, including
               retirement (but excluding death while in the employ
               of the Company or continuation of a leave of
               absence for a period beyond sixty 60 days),  the
               Company will deliver to that Participant the stock
               purchased under the Plan, or, in the case of his
               death subsequent to the termination of his
               employment, to the person or persons entitled
               thereto .

          (i)  Termination of Employment Due to Death.  Upon
               termination of the Participant's employment because
               of his death, his  spouse, if entitled by the
               Participant's Will or the laws of descent and
               distribution, shall have the right to elect, by
               written notice given to the Treasurer of the
               Company prior to the earlier of the Offering
               Termination Date or the expiration of a period of
               sixty (60) days commencing with the date of the
               death of the Participant, to exercise the
               Participant's option for the purchase of stock on
               the Offering Termination Date next following the
               date of the Participant's death for the purchase of
               the number  of subscribed for but unpurchased
               shares, to which the participant was entitled to
               purchase.

               In the event that no such written notice of
               election shall be duly received by the office of
               the Treasurer of the Company, the  spouse shall
               automatically be deemed to have elected to not have 
               exercised the Participant's option.

          (j)  Non Transferability of Participant's Rights.  The
               Participant's rights under the Plan may not be
               transferred during the life of the Participant and
               the Participant's option to purchase Stock may be
               exercised only by the Participant during the
               Participant's life.  After a Participant's death,
               the Participant's rights under the Plan may be
               transferred only in accordance with and to the
               extent permitted by Section 7(i) hereof.  

     8.   Miscellaneous.
          
          (a)  No Right to Employment.  Nothing in the Plan or in
               any instrument executed pursuant thereto shall
               confer upon any Eligible Employee any right to
               continue in the employ of the Company or shall
               affect the right of management to terminate the
               employment of any Eligible Employee, with or
               without cause.

          (b)  Legal Restrictions.  The Company will not be
               obligated to issue Shares of Stock or make any
               payment if counsel to the Company determines that
               such issuance or payment would violate any law or
               regulation of any governmental authority or any
               agreement between the Company and any national
               securities exchange upon which the Stock is listed.
               In connection with any Stock issuance or transfer,
               the person acquiring the Shares shall, if requested
               by the Company, give assurances satisfactory to
               counsel to the Company regarding such matters as
               the Company may deem desirable to assure compliance
               with all legal requirements. The Company shall in
               no event be obligated to take any affirmative
               action in order to cause the delivery of Shares of
               Stock or other payment by the Company to comply
               with any law or regulation of any governmental
               authority.

          (c)  Choice of Law.  The place of administration of the
               Plan shall be within the State of Wisconsin and the
               validity, interpretation and administration of the
               Plan and any rules, regulations, determinations or
               decisions made thereunder and the rights of any and
               all persons having or claiming to have any interest
               therein or thereunder, shall be determined
               exclusively in accordance with the internal laws of
               the State of Wisconsin. Without limiting the
               generality of the foregoing, the period within
               which any action in connection with the Plan must
               be commenced shall be governed by the laws of the
               State of Wisconsin, without regard to the place
               where the act or omission complained of took place,
               the residents of any party to such action or the
               place where the action may be brought.

          (d)  Financial Statements.  Each year during the term of
               the Plan, the Company shall deliver a copy of its
               annual financial statements to each Participant in
               the Plan.

          (e)  Tense and Gender.  As used herein, the singular
               shall include the plural, the plural the singular,
               and the use of any gender shall include all
               genders.

     9.   Amendment and Termination of the Plan.  The Board may
alter, suspend or discontinue the Plan at any time, and for any
reason.

     IN WITNESS WHEREOF, the Company has caused this Plan to be
executed by its duly authorized officers as of the 16th   day of  
May, 1995.

                                   MID-PLAINS TELEPHONE, INC.

                                   
                                   By: /s/ Dean W. Voeks     
                                   Dean W. Voeks  , President

                                   Attest:

                                    /s/ Fredrick E. Urben 
                                    Fredrick E. Urben, Secretary