amendment-keyemployeecomp.htm


    Exhibit
10.10 (b)

     

    11/28/07

     

    FIRST
AMENDMENT

     

    TO
THE RURAL CELLULAR CORPORATION

     

    KEY
EMPLOYEE

     

    DEFERRED
COMPENSATION PLAN II

     

    Effective
as of January 1, 2005, Rural Cellular Corporation (the “Company”) established
the Rural Cellular Corporation Key Employee Deferred Compensation Plan II (the
“Plan”), which Plan is now in full force and effect.  The Compensation
Committee of the Company’s Board of Directors now wishes to make certain changes
to the Plan and, to accomplish that purpose, it has adopted the following
amendments to the Plan:

     

    
      	
              1.  

            	
              The
      first sentence of Section 1.4 of the Plan (“Change in Control”) is amended
      in its entirety, to read as
follows:

            


    

     

    “A Change
in Control shall occur upon the occurrence of a Change in the Ownership of the
Company, a Change in Effective Control of the Company, or a Change in Ownership
of the Company’s Assets.”

     

    
      	
              2.  

            	
              A
      new Section 4.8 is added at the end of Article 4 of the Plan, to read as
      follows:

            


    

     

    “4.8           Payment upon a Change in
Control.  Notwithstanding the foregoing provisions of this
Article IV or of any other provision of the Plan to the contrary, and
notwithstanding any contrary election made by a Participant, payment of a
Participant’s Deferred Compensation shall be made to the Participant in a lump
sum within five days after the occurrence of a Change in Control; provided,
that: (a) no payments shall be made pursuant to this Section 4.8 before January
1, 2008; and (b) this Section 4.8 shall not be applied to delay any payment that
would otherwise have been made in 2007.”

     

    This
amendment is effective as of December 31, 2007, and it shall be applicable with
respect to a Change in Control that occurs on, or after that
date.  The changes made by this amendment are intended to qualify for
the transitional relief set forth in Q&A-19(c) of IRS Notice 2005-1, as
amended and clarified by IRS Notices 2006-79 and 2007-86, and they shall be
interpreted, administered and construed consistent with said
intent.

     

    IN WITNESS WHEREOF, the
Company has caused this instrument to be executed by its duly authorized
officer, this ____ of ___________________, 2007.

     

     

    RURAL CELLULAR
CORPORATION

     

    By                                                                

     

    


     

    Its                                                                

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned hereby consent to the adoption of the foregoing amendments,
effective as of December 31, 2007.

     

    Date:  December
31, 2007                         /s/ Richard P.
Ekstrand

     

    Richard P. Ekstrand

     

     

    Date:
December 31, 2007                         /s/ Ann K.
Newhall

     

    Ann K. Newhall

     

     

    Date:
December 31, 2007                         /s/ Wesley E.
Schultz

     

    Wesley E. Schultz