Exhibit 10.19

                           SECOND AMENDED AND RESTATED
                                PLEDGE AGREEMENT

                          Dated as of November 30, 2004

                                 By and Between

                                   CoBank, ACB

                                       and

                      Shenandoah Telecommunications Company

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                                Table of Contents

SECTION 1.   Definitions.......................................................1

SECTION 2.   Pledge............................................................1

SECTION 3.   Representations, Warranties and Covenants.........................3

SECTION 4.   Additional Shares of Capital Stock; Transfer......................3

SECTION 5.   Voting Rights; Dividends; Etc.....................................4

SECTION 6.   Remedies upon Default.............................................5

SECTION 7.   CoBank Appointed Attorney-in-Fact.................................6

SECTION 8.   Event of Default..................................................7

SECTION 9.   Application of Proceeds of Sale and Cash..........................8

SECTION 10.   Further Assurances...............................................8

SECTION 11.   No Waiver; Election of Remedies..................................8

SECTION 12.   Governing Law; Amendments........................................9

SECTION 13.   Binding Agreement; Assignment....................................9

SECTION 14.   Notices..........................................................9

SECTION 15.   Headings.........................................................9


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SECTION 16.   Counterparts.....................................................9

SECTION 17.   Severability.....................................................9

SECTION 18.   CoBank's Duties..................................................9

SECTION 19.   Termination; Reinstatement......................................10

SECTION 20.   FCC Matters.....................................................10


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                                                                 Loan No. ML0743

                  SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

      THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this "Pledge
Agreement") is made as of November 30, 2004, by and between SHENANDOAH
TELECOMMUNICATIONS COMPANY, as pledgor (the "Pledgor"), and COBANK, ACB, as
pledgee ("CoBank").

                                R E C I T A L S:

      WHEREAS, CoBank and the Pledgor have entered into that certain Second
Amended and Restated Master Loan Agreement, dated of even date herewith (as the
same may be amended, supplemented, extended or restated from time to time, the
"MLA"), that certain Term Supplement, dated as of June 22, 2001 (as the same may
be amended, supplemented, extended or restated from time to time, the "Term
Supplement") providing for a term loan of $45,965,690 (the "Term Loan"), and
that certain Third Supplement to the Master Loan Agreement, dated as of even
date herewith (as the same may be amended, supplemented, extended or restated
from time to time, the "Third Supplement") providing for a reducing revolving
line of credit of up to $15,000,000 (the "Revolving Loan"); and

      WHEREAS, as an inducement to CoBank to execute the Third Supplement and to
make the Revolving Loan, the Pledgor has agreed to amend and restate the
existing amended and restated pledge agreement (the "Original Pledge
Agreement"), dated as of June 22, 2001, between CoBank and the Pledgor; and

      WHEREAS, to secure the Pledgor's obligations to CoBank under the MLA (as
such obligations relate to the Term Supplement and the Third Supplement), the
Term Supplement and the Third Supplement, the Pledgor has agreed to pledge to
CoBank the hereinafter defined Pledged Collateral on the terms and conditions
set forth in this Pledge Agreement;

      NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Pledgor and CoBank hereby amend and restate the
Original Pledge Agreement in its entirety as follows:

      SECTION 1. Definitions. Capitalized terms used in this Pledge Agreement,
unless otherwise defined herein, shall have the meanings assigned to them in the
MLA.

      SECTION 2. Pledge. To secure the payment and performance of the Secured
Obligations (as hereinafter defined), the Pledgor hereby pledges, hypothecates,
assigns, transfers, sets over and delivers unto CoBank, and grants to CoBank a
lien upon and a security interest in (a) all capital stock of Shenandoah
Telephone Company, Shenandoah Cable Television Company, ShenTel Service Company,
Shenandoah Personal Communications Company,

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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

Shenandoah Valley Leasing Company, Shenandoah Mobile Company, Shenandoah Long
Distance Company, Shenandoah Network Company, Shentel Management Company,
Shentel Converged Services, Inc. and ShenTel Communications Company now owned or
hereafter acquired by the Pledgor, and any other corporation of which the
Pledgor now owns or hereafter acquires fifty percent (50%) or more of the issued
and outstanding capital stock (all such corporations, collectively, the "Pledged
Subsidiaries") and (b) any cash, additional shares or securities or other
property at any time and from time to time receivable or otherwise distributable
in respect of, in exchange for, or in liquidation of, any and all such stock,
together with the proceeds thereof (all such shares, capital stock, securities,
cash, property and other proceeds thereof, collectively, the "Pledged
Collateral"). Notwithstanding the foregoing, if at any time the Pledgor
demonstrates to CoBank on a pro forma basis, taking into consideration the
acquisition of any Pledged Subsidiary hereafter acquired by the Pledgor, that
the Pledgor will achieve and maintain for the then remaining life of the Loans
(i) a Total Leverage Ratio (as determined in accordance with Section 7 of the
MLA) less than or equal to 2.5:1.0 and (ii) an Equity to Total Assets Ratio (as
determined in accordance with Section 7 of the MLA) greater than or equal to
35.0%, and the remaining life of the all Loans then outstanding is less than 7
years, CoBank shall release the lien and security interest granted herein in
such shares, capital stock, securities, cash, property and other proceeds
thereof of such Pledged Subsidiary. Upon a determination by CoBank to grant such
a request, for purposes of this Pledge Agreement such entity shall no longer be
considered a Pledged Subsidiary, all such shares, capital stock, securities,
cash, property and other proceeds shall no longer be considered part of the
Pledged Collateral, and CoBank shall deliver to the Pledgor UCC termination
statements and any other documents reasonably requested by the Pledgor to
evidence such release.

      The Pledgor shall promptly deliver to CoBank (i) all certificates or other
instruments representing any securities now or hereafter included in the Pledged
Collateral (the "Pledged Securities"), accompanied by duly executed stock powers
in blank and by such other instruments or documents as CoBank or its counsel may
reasonably request and (ii) all other property now or hereafter comprising part
of the Pledged Collateral, accompanied by proper instruments of assignment duly
executed by the Pledgor and by such other instruments or documents as CoBank or
its counsel may reasonably request. Each delivery of certificates for such
Pledged Securities shall be accompanied by a schedule showing the number of
shares and the numbers of the certificates therefor, theretofore and then being
pledged hereunder, which schedules shall be attached hereto as Schedule 1 and
made a part hereof. Each schedule so delivered shall supersede any prior
schedules so delivered.

      TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, powers, privileges and preferences pertaining or incidental
thereto, unto CoBank, its successors and assigns, forever, subject, however, to
the terms, covenants and conditions hereinafter set forth.


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      The lien and security interest granted hereunder shall secure the
following obligations on a pro rata basis (the "Secured Obligations"): (i) the
payment and performance of all obligations of the Pledgor under the MLA (as such
obligations relate to the Term Supplement and the Third Supplement), the Term
Supplement and the Third Supplement, any related Notes and other Loan Documents
executed in connection therewith, and (ii) the payment of all other indebtedness
and the performance of all other obligations of the Pledgor to CoBank under any
future supplement which by its terms provides that the loan or other extension
of credit described therein shall be secured by a lien and security interest in
the Pledged Collateral pursuant to this Pledge Agreement.

      SECTION 3. Representations, Warranties and Covenants. The Pledgor hereby
represents, warrants and covenants that it is the registered and beneficial
owner of the shares and percentage of the issued and outstanding capital stock
of each of the Pledged Subsidiaries set forth on Schedule 1 hereto; that, except
for security interests granted to CoBank the Pledgor is the legal, equitable and
beneficial owner of the Pledged Collateral, holds the same free and clear of all
liens, charges, encumbrances, security interests, warrants, options, rights to
purchase, rights of first refusal and other interests of any kind or nature of
any person other than CoBank and will make no voluntary assignment, pledge,
mortgage, hypothecation or transfer of the Pledged Collateral (except as may be
permitted under this Pledge Agreement with respect to cash dividends); that the
issued and outstanding capital stock of each of the Pledged Subsidiaries
included in the Pledged Collateral has been duly authorized and is validly
issued, fully paid and non-assessable; that the Pledgor has good right and legal
authority to pledge the Pledged Collateral in the manner hereby done or
contemplated and will defend its title thereto against the claims of all persons
whomsoever; that the execution and delivery of this Pledge Agreement, and the
performance of its terms, will not result in any violation of any provision of
the Pledgor's articles of incorporation or bylaws, or violate or constitute a
default under the terms of any agreement, indenture or other instrument,
license, judgment, decree, order, law, statute, ordinance or other governmental
rule or regulation applicable to the Pledgor or any of the Pledgor's property;
that no approval, consent or authorization of any governmental or regulatory
authority which has not heretofore been obtained is necessary for the execution
or delivery by the Pledgor of this Pledge Agreement or for the performance by
the Pledgor of any of the terms or conditions hereof or thereof; and that this
Pledge Agreement is effective to vest in CoBank the rights of the Pledgor in the
Pledged Collateral as set forth herein.

      SECTION 4. Additional Shares of Capital Stock; Transfer. Without the prior
written consent of CoBank, which consent shall not be unreasonably withheld, the
Pledgor will not (a) consent to or approve of the issuance of any additional
shares of any class of capital stock by any of the Pledged Subsidiaries (other
than issuances of any such shares to the Pledgor, which shares shall be subject
to the lien and security interest granted herein as provided in Section 1) or to
any options, subscription rights, warrants or other instruments in respect
thereof, (b) consent to or approve of the establishment of any additional class
or classes of capital stock by any of the Pledged Subsidiaries or the issuance
of any shares thereunder, (c) consent to or approve of any


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

merger, consolidation, reorganization or any sale or lease of substantially all
the assets of any of the Pledged Subsidiaries, or (d) consent to or approve the
repurchase or redemption by any of the Pledged Subsidiaries of any of its
capital stock.

      SECTION 5. Voting Rights; Dividends; Etc.

            (A) In the absence of the occurrence of an Event of Default. In the
      absence of the occurrence and continuation of an Event of Default (as
      defined in Section 8):

                  (i) The Pledgor shall be entitled to exercise any and all
            voting and/or consensual rights and powers accruing to an owner of
            the Pledged Securities or any part thereof for any purpose not
            inconsistent with the terms of this Pledge Agreement (including
            Section 4) or any agreement giving rise to any of the Secured
            Obligations; provided, subject to clause (iii) hereof, that the
            Pledgor shall not exercise, or refrain from exercising, any such
            right or power if any such action would have a material adverse
            effect on the value of such Pledged Securities or any part thereof;

                  (ii) The Pledgor shall have the right to receive cash
            dividends declared and paid with respect to the Pledged Securities.
            CoBank agrees that all such permitted cash dividends shall be
            received by the Pledgor free and clear of the security interests
            granted to CoBank hereunder.

                  (iii) Any and all stock and/or liquidating dividends, other
            distributions in property, return of capital or other distributions
            made on or in respect of Pledged Securities, whether resulting from
            an increase or reduction of capital, a subdivision, combination or
            reclassification of outstanding capital stock of any corporation,
            capital stock of which is pledged hereunder, or received in exchange
            for Pledged Securities or any part thereof or as a result of any
            merger, consolidation, acquisition, spin-off, split-off or options,
            warrants, or rights, whether as an addition to, or in substitution
            or in exchange for, any of the Pledged Collateral, or otherwise, or
            dividends, distributions, or other exchange of assets on the
            liquidation, whether voluntary or involuntary, of any issuer of the
            Pledged Securities, or otherwise, shall be and become part of the
            Pledged Collateral pledged hereunder and, if received by the
            Pledgor, then the Pledgor shall accept the same as CoBank's agent,
            in trust for CoBank, and shall deliver them forthwith to CoBank in
            the exact form received with, as applicable, the Pledgor's
            endorsement when necessary, or appropriate stock powers duly
            executed in blank, to be held by CoBank, subject to the terms
            hereof, as part of the Pledged Collateral; and


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

                  (iv) CoBank shall promptly execute and deliver to the Pledgor,
            or cause to be executed and delivered to the Pledgor, as
            appropriate, all such proxies, powers of attorney, dividend orders
            and other instruments as the Pledgor reasonably may request for the
            purpose of enabling the Pledgor to exercise the voting and/or
            consensual rights and powers which the Pledgor is entitled to
            exercise pursuant to paragraph (A)(i) above.

            (B) Upon Default. Upon the occurrence of an Event of Default, all
      rights of the Pledgor to exercise the voting and/or consensual rights and
      powers which the Pledgor is entitled to exercise pursuant to paragraph
      (A)(i) above shall become vested in CoBank upon one day's prior written
      notice to the Pledgor, subject to all notification and approval
      requirements set forth in Section 20, which shall have the sole and
      exclusive right and authority to exercise such voting and/or consensual
      rights and powers which the Pledgor shall otherwise be entitled to
      exercise pursuant to paragraph (A)(i) above. Upon the occurrence of an
      Event of Default, all dividends otherwise payable to the Pledgor in
      respect of the Pledged Securities shall be delivered to CoBank as
      additional security hereunder or applied toward satisfaction of the
      Secured Obligations.

      SECTION 6. Remedies upon Default. If an Event of Default shall have
occurred and be continuing, CoBank may sell, assign, transfer, endorse and
deliver the whole or, from time to time, any part of the Pledged Collateral at
public or private sale or disposition or on any securities exchange, for cash,
upon credit or for other property, for immediate or future delivery, and for
such prices and on such terms as CoBank in its discretion shall deem
appropriate. CoBank shall be authorized at any sale or disposition (if it deems
it advisable to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Pledged
Collateral for their own account in compliance with all applicable federal and
state securities laws, and upon consummation of any such sale or disposition
CoBank shall have the right to assign, transfer, endorse and deliver to the
purchaser or purchasers thereof the Pledged Collateral so sold. Each such
purchaser at any such sale or disposition shall hold the property sold
absolutely free from any claim or right on the part of the Pledgor, and the
Pledgor hereby waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal which the Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. CoBank
shall give the Pledgor ten (10) days' written notice (which the Pledgor agrees
is reasonable notification within the meaning of Section 9-504(3) of the Uniform
Commercial Code as in effect in the Commonwealth of Virginia) of CoBank's
intention to make any such public or private sale or sales or dispositions on
any such securities exchange. Such notice, in case of public sale or
disposition, shall state the time and place for such sale or disposition, and,
in the case of sale on a securities exchange, shall state the exchange at which
such sale or disposition is to be made and the day on which the Pledged
Collateral, or portion thereof, will first be offered for sale or disposition at
such exchange. Any such public sale or disposition shall be held at such time or
times within ordinary business hours and at such


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

place or places as CoBank may fix and shall state in the notice or publication
(if any) of such sale or disposition.

      At any such sale or disposition, the Pledged Collateral, or portion
thereof to be sold or disposed, may be sold or disposed in one lot as an
entirety or in separate portions, as CoBank in its sole discretion may
determine. CoBank shall not be obligated to make any sale or disposition of the
Pledged Collateral if it shall determine not to do so, regardless of the fact
that notice of sale of the Pledged Collateral may have been given. At any public
sale or disposition made pursuant to this Pledge Agreement, CoBank may bid for
or purchase, free from any right of redemption, stay and/or appraisal on the
part of the Pledgor (all said rights being also hereby waived and released to
the extent permitted by law), any part of or all the Pledged Collateral offered
for sale or disposition and may make payment on account thereof by crediting
against the purchase price amounts to which the proceeds of any sale or
disposition are to be applied as provided in Section 9 of this Pledge Agreement,
and CoBank may, upon compliance with the terms of sale or disposition, hold,
retain and dispose of such property without further accountability to the
Pledgor therefor. For purposes hereof, a written agreement to purchase all or
any part of the Pledged Collateral shall be treated as a sale or disposition
thereof; to the extent permitted by law, CoBank shall be free to carry out such
sale or disposition pursuant to such agreement and the Pledgor shall not be
entitled to the return of any Pledged Collateral subject thereto,
notwithstanding the fact that after CoBank shall have entered into such an
agreement all Events of Default may have been remedied or the Secured
Obligations may have been paid in full. As an alternative to exercising the
power of sale or disposition herein conferred upon it, CoBank may proceed by
suit or suits at law or in equity to foreclose this Pledge Agreement and may
sell or dispose of the Pledged Collateral or any portion thereof pursuant to
judgment or decree of a court or courts having competent jurisdiction. Any sale
or disposition pursuant to this Section 6 shall be deemed to conform to
commercially reasonable standards as provided in Section 9-610 of the Uniform
Commercial Code as in effect in the Commonwealth of Virginia if conducted in
conformity with reasonable commercial practices of asset-based lenders disposing
of similar property.

      SECTION 7. CoBank Appointed Attorney-in-Fact. The Pledgor hereby
constitutes and appoints CoBank during the term of any of the Secured
Obligations the attorney-in-fact of the Pledgor which appointment is irrevocable
and shall be an agency coupled with an interest. This power of attorney is for
the purpose, upon the occurrence and during the continuance of an Event of
Default, of carrying out the provisions of this Pledge Agreement and taking any
action and executing any instrument which CoBank may deem necessary or advisable
to accomplish the purposes hereof. Without limiting the generality of the
foregoing, CoBank shall have the right, after the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
CoBank's name or in the name of the Pledgor, to ask for, demand, sue for,
collect, receive, receipt and give acquittance for any and all moneys due or to
become due under and by virtue of any Pledged Collateral, to endorse checks,
drafts, orders and other instruments for the payment of money payable to the
Pledgor, representing any interest or dividend or other


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof and to give full discharge for the same, to settle,
compromise, prosecute, or defend any action, claim or proceeding with respect
thereto, and to sell, assign, endorse, pledge, transfer and make any agreement
respecting, or otherwise deal with, the same; provided, however, that nothing
herein contained shall be construed as requiring or obligating CoBank to make
any commitment or to make any inquiry as to the nature or sufficiency of any
payment received by it, or to present or file any claim or notice, or to take
any action with respect to the Pledged Collateral or any part thereof or the
moneys due or to become due in respect thereof or any property covered thereby,
and no action taken by CoBank or omitted to be taken with respect to the Pledged
Collateral or any part thereof shall give rise to any defense, counterclaim or
offset in favor of the Pledgor or to any claim or action against CoBank.

      SECTION 8. Event of Default. For purposes of this Pledge Agreement, an
"Event of Default" shall exist hereunder upon the happening of any of the
following events:

                  (i) any Event of Default under the MLA; or

                  (ii) the Pledgor shall default in the performance or
            observance of any provision of this Pledge Agreement other than
            clause (c) of Section 4 and shall fail to commence and diligently
            pursue action to remedy such default within five days after written
            notice thereof shall have been delivered by CoBank to the Pledgor or
            such default is not remedied within 30 days after receipt by the
            Pledgor of such notice; or

                  (iii) the Pledgor shall default in the performance or
            observance of clause (c) of Section 4 of this Pledge Agreement and
            shall fail to commence and diligently pursue action to remedy such
            default within ten days after written notice thereof shall have been
            delivered by CoBank to the Pledgor or such default is not remedied
            within 60 days after receipt by the Pledgor of such notice; or

                  (iv) the Pledgor from and after the date hereof shall, or
            shall attempt to, encumber, subject to any further pledge or
            security interest, sell, transfer or otherwise dispose of any of the
            Pledged Collateral or any interest therein except as otherwise
            permitted herein or in any other Loan Document, or any of the
            Pledged Collateral shall be attached or levied upon or seized in any
            legal proceedings, or held by virtue of any lien; or

                  (v) this Pledge Agreement shall not or shall no longer be
            effective in granting to CoBank a first-priority perfected lien on
            the Pledged Collateral.


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      SECTION 9. Application of Proceeds of Sale and Cash. The proceeds of any
sale of the whole or any part of the Pledged Collateral, together with any other
moneys held by CoBank under the provisions of this Pledge Agreement, shall be
applied by CoBank as follows:

            First: to the payment of all reasonable costs and expenses incurred
      by CoBank in connection herewith, including but not limited to, all court
      costs and the fees and disbursements of counsel for CoBank in connection
      herewith, and to the repayment of all advances made by CoBank hereunder
      for the account of the Pledgor, and the payment of all reasonable costs
      and expenses paid or incurred by CoBank in connection with the exercise of
      any right or remedy hereunder; and

            Second: to the payment in full of the Secured Obligations.

Any amounts remaining after such application shall be promptly remitted to the
Pledgor, its successors, legal representatives or assigns, or as otherwise
provided by law.

      SECTION 10. Further Assurances. The Pledgor agrees that it will join with
CoBank in executing and will file or record such notices, financing statements
or other documents as may be necessary to the perfection of the security
interest of CoBank hereunder, and as CoBank or its counsel may reasonably
request, such instruments to be in form and substance satisfactory to CoBank and
its counsel, and that the Pledgor will do such further acts and things and
execute and deliver to CoBank such additional conveyances, assignments,
agreements and instruments as CoBank may at any time reasonably request in
connection with the administration and enforcement of this Pledge Agreement or
relative to the Pledged Collateral or any part thereof or in order to assure and
confirm unto CoBank its rights, powers and remedies hereunder.

      SECTION 11. No Waiver; Election of Remedies. No course of dealing between
the Pledgor and CoBank or failure on the part of CoBank to exercise, and no
delay on its part in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power, or remedy preclude any other or the further exercise thereof
or the exercise of any other right, power or remedy. All remedies hereunder or
under the MLA are cumulative and in addition to and are not exclusive of any
other remedies provided by law. No enforcement of any remedy shall constitute an
election of remedies.


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      SECTION 12. Governing Law; Amendments. Except to the extent governed by
applicable federal law, this Pledge Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia without reference to
choice of law doctrine. This Pledge Agreement may not be amended or modified nor
may any of the Pledged Collateral be released, except in writing signed by the
parties hereto.

      SECTION 13. Binding Agreement; Assignment. Binding Agreement; Assignment.
This Pledge Agreement, and the terms, covenants and conditions hereof, shall be
binding upon and inure to the benefit of CoBank and to all holders of the
indebtedness secured hereby and their respective successors and assigns and to
the Pledgor and its successors, legal representatives and assigns, except that
the Pledgor shall not be permitted to assign this Pledge Agreement or any
interest herein or in the Pledged Collateral, or any part thereof, or any cash
or property held by CoBank as collateral under this Pledge Agreement. No notice
to or demand on the Pledgor shall entitle the Pledgor to any other or further
notice or demand in the same, similar or other circumstances.

      SECTION 14. Notices. All notices hereunder shall be deemed to be duly
given upon delivery in the form and manner set forth in Section 14 of the MLA.

      SECTION 15. Headings. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Pledge Agreement.

      SECTION 16. Counterparts. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which when taken together constitute but one and the same instrument.

      SECTION 17. Severability. If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Pledge Agreement, but this Pledge Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had not
been contained herein.

      SECTION 18. CoBank's Duties. Beyond the exercise of reasonable care to
assure the safe custody of the Pledged Collateral while held hereunder, CoBank
shall have no duty or liability to preserve rights pertaining thereto and shall
be relieved of all responsibility for the Pledged Collateral upon surrendering
it or tendering surrender of it to the Pledgor.

      SECTION 19. Termination; Reinstatement. This Pledge Agreement shall remain
in full force and effect until (i) all Secured Obligations have been paid in
full, (ii) CoBank has no further commitment or obligation to make advances to be
secured hereby, and (iii) any preference period applicable to payments made on
or security given for the Secured Obligations


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Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

has expired under applicable bankruptcy and insolvency laws, at which time
CoBank shall deliver all Pledged Collateral in its possession to the Pledgor and
the Pledgor may request a written instrument of termination be executed and
delivered by a duly authorized officer of CoBank. If so terminated, this Pledge
Agreement and the Pledgor's obligations hereunder shall be automatically
reinstated if at any time payment in whole or in part of any of the Secured
Obligations is rescinded or restored to the Borrower, the Pledgor or other payor
or guarantor of the Secured Obligations, or must be paid to any other person,
upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of
the Borrower, the Pledgor or other payor or guarantor of the Secured
Obligations, all as though such payment had not been made.

      SECTION 20. FCC Matters. Notwithstanding any other provision of this
Pledge Agreement:

            (A) Any foreclosure on, sale, transfer or other disposition of, or
the exercise or relinquishment of any right to vote or consent with respect to,
any of the Pledged Collateral or FCC licenses or permits, by CoBank shall, to
the extent required, be pursuant to Section 310(d) of the Communications Act of
1934, as amended, and the applicable rules and regulations thereunder, and, if
and to the extent required thereby, subject to the prior approval or notice to
and non-opposition of the FCC.

            (B) If an Event of Default shall have occurred and be continuing,
the Pledgor shall take any action, and shall cause the Pledged Subsidiaries to
take any action, which CoBank may reasonably request in order to seek FCC
consent to, and subsequent thereto, to consummate, the transfer and assignment
to CoBank, or to such one or more third parties as CoBank may designate, or to a
combination of the foregoing, of each FCC license or permit owned by the Pledged
Subsidiaries. CoBank is empowered, to the extent permitted by applicable law, to
request the appointment of a receiver from any court of competent jurisdiction.
Such receiver may be instructed by CoBank to seek from the FCC an involuntary
transfer of control of each such FCC license or permit for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred.
The Pledgor hereby agrees to authorize, subject to FCC approval, such an
involuntary transfer of control upon the request of the receiver so appointed
and, if the Pledgor shall refuse to authorize the transfer, its approval may be
required by the court. Upon the occurrence and during the continuance of an
Event of Default, the Pledgor shall further use its best efforts to assist in
obtaining approval of the FCC and any state regulatory bodies, if required, for
any action or transactions contemplated by this Pledge Agreement, including,
without limitation, the preparation, execution and filing with the FCC and any
state regulatory bodies of the assignor's or transferor's portion of any
application or applications for consent to the assignment of any FCC license or
permit or transfer of control necessary or appropriate under the rules and
regulations of the FCC or any state regulatory body for approval or
non-opposition of the transfer or assignment of any portion of the Pledged
Collateral, together with any FCC license or permit.


                                       10
<PAGE>
Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

            (C) The Pledgor acknowledges that the assignment or transfer of each
FCC license or permit is integral to CoBank's realization of the value of the
Pledged Collateral, that there is no adequate remedy at law for failure by the
Pledgor to comply with the provisions of this Section 20 and that such failure
would not be adequately compensable in damages, and therefore agrees, without
limiting the right of CoBank to seek and obtain specific performance of other
obligations of the Pledgor contained in this Pledge Agreement, that the
agreements contained in this Section 20 may be specifically enforced.

            (D) In accordance with the requirements of 47 C.F.R. Section 22.937,
or any successor provision thereto, CoBank shall notify the Pledgor and the FCC
in writing at least ten (10) days prior to the date on which CoBank intends to
exercise its rights, pursuant to this Pledge Agreement, the MLA or the Term
Supplement, by foreclosing on, or otherwise disposing of, any Pledged Collateral
in connection with which such notice is required pursuant to 47 C.F.R. Section
22.937 or any successor provision thereto.

                        (Signatures Appear On Next Page)


                                       11
<PAGE>
Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      IN WITNESS WHEREOF, CoBank has caused this Pledge Agreement to be executed
and delivered by its duly authorized officer and the Pledgor has caused this
Pledge Agreement to be executed and attested under seal and delivered by its
duly authorized officers, all as of the date first written above.

                                      SHENANDOAH TELECOMMUNICATIONS COMPANY


                                      By:_______________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                      Attest:___________________________________
                                             Name:______________________________
                                             Title:_____________________________

                                                        [CORPORATE SEAL]

                    [Signatures continued on following page.]


            [Signature Page to Amended and Restated Pledge Agreement]
<PAGE>
Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

                   [Signatures continued from previous page.]

                                             COBANK, ACB


                                             By:________________________________
                                                John P. Cole, Vice President


            [Signature Page to Amended and Restated Pledge Agreement]