EXHIBIT 10.4

New Ulm Telecom, Inc.
Management Incentive Plan
(as Amended December 31, 2007)

Plan Summary

SECTIONI. PURPOSE

The purpose of
the Management Incentive Plan (the Plan) is to enable New Ulm Telecom, Inc.
(the Company) to motivate its executive officers to achieve key financial and
strategic objectives. This Plan is effective beginning with the 2006 fiscal
year and will continue until the Company amends, revises or terminates the
Plan.

SECTIONII. ELIGIBILITYCRITERIA

Plan
participants are selected by the Compensation Committee of the Board of
Directors (the Committee). Eligible participants include the following:

| |   |                          
| | - | -------------------------
| |  | Chief
  Executive Officer
| |   |                          
| |  | Vice
  President         
| |   |                          
| |  | Chief
  Financial Officer

Participants
in the Management Incentive Plan are not eligible for participation in the
Employee Incentive Plan.

SECTIONIII. AWARDLEVELS

Participants
have the opportunity to earn cash payments under the Plan based on the
achievement of pre-established financial and non-financial objectives for the
fiscal year. Awards are determined as described in Section IV, and award
targets are expressed as a percentage of the participants base salary.

The minimum
individual award for any fiscal year is 0%. The target and maximum individual
awards are as follows:

|                          |  |                      |  |                     
|------------------------- |  | -------------------- |  | --------------------
|Position                  |  | Target Award         |  | Maximum Award       
|                          |  |                      |  |                     
|Chief
  Executive Officer |  | 20% of base
  salary |  | 40% of base
  salary
|Vice
  President          |  | 15% of base
  salary |  | 30% of base
  salary
|Chief
  Financial Officer |  | 15% of base
  salary |  | 30% of base
  salary

As listed in
the above table, the maximum individual awards are equal to two times [2x] the
target award.

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SECTIONIV. AWARDCALCULATION& DETERMINATION

Awards are
calculated and determined based on the following three Company objectives1.
The award formula is weighted according to each of the percentages listed
below.

| |    |                                                                           |  |           
| | -- | ------------------------------------------------------------------------- |  | ----------
| | 1. | Net Income                                                                |  | 60% weight
| | 2. | Operating
  Revenue                                                       |  | 25% weight
| | 3. | Customer
  Service (up-time, customer survey results, customer retention) |  | 15% weight
| |    |                                                                           |  |           
| |    | Total Weighting                                                           |  | 100%      

Performance Minimums and Maximums

Performance
results must be at least 80% of goal in order to produce any award. In
addition, no awards will be paid if Net Income performance is less than 80%
of goal. Maximum awards are paid for goal achievement of 120% and above.

Performance & Award Multiple Table

As indicated
in the following table, the percent of goal achievement determines the award
percentage for each of the identified objectives. This table assumes an individual incentive target equal to
15% of base
pay.

|                        |  |                    |   |                       |   |                       |   |                        
|----------------------- |  | ------------------ | - | --------------------- | - | --------------------- | - | -----------------------
|% of Goal
  Achievement |  | Net Income
  Award | + | Operating
  Rev Award | + | Customer 
  Svs Award | = | Total Award 
  Multiple
|                        |  |                    |   |                       |   |                       |   |                        
|120%+                   |  | 18.0%              |   | 7.5%                  |   | 4.5%                  |   | 30.0%                  
|110%                    |  | 13.5%              |   | 5.63%                 |   | 3.38%                 |   | 22.51%                 
|100%                    |  | 9.0%               |   | 3.75%                 |   | 2.25%                 |   | 15.0%                  
|90%                     |  | 6.75%              |   | 2.79%                 |   | 1.71%                 |   | 11.25%                 
|80%                     |  | 4.5%               |   | 1.88%                 |   | 1.13%                 |   | 7.51%                  
|<80%                    |  | 0%                 |   | 0%                    |   | 0%                    |   | 0%                     

Awards are prorated between levels of
performance.

Award Examples

Annual Base Pay: $70,000
Incentive Target: 15% or $10,500

Net Income: 90% of goal
Operating Revenue: 110% of goal
Customer Service: 100% of goal

(90% * 0.60) + (110%
* 0.25) + ( 100% * 0.15) = (6.75%) + (5.63%) + (2.25%) = 14.63%

14.63% × $70,000 = $10,241.00

|                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                        
|1
  Financial measures generally refer to figures reported in the Companys
  audited income statement; however, all measures for the Plan are subject to
  the definition and interpretation of the Board of Directors.

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SECTIONV. PLANADMINISTRATION

The Plan is
administered by the Compensation Committee of the Board of Directors.

Awards are
generally determined as described in Section IV, however, the Committee
reserves the right to modify the calculations at its discretion. Reasons for
modification may include (but are not limited to) acquisitions or sales of
businesses, below target financial performance and/or external economic
factors.

If available,
awards will typically be paid two and one-half months following the end of the
fiscal year. Participants need to be employed through the last day of the
fiscal year in order to receive any award for that year (unless otherwise specified
in the Executives employment agreement).

SECTIONVI. PROGRESSREPORTS& INSIDERINFORMATION

Quarterly
progress reports will be given to all employees upon filing of the Companys
10Q with the Securities and Exchange Commission. This will take place no more
than 45 days after any given quarter except year-end (see Plan Administration). Any
information given out prior to a public report (such as a 10Q) is considered
inside information.

All employees
must be aware that forecast information is proprietary in nature and must not
be disclosed. If this information is disclosed, not only could it be a
competitive disadvantage for the Company, but the employee disclosing such
information could be liable for passing insider information.

SECTIONVII. PARTICIPANTRIGHTS

This Plan is
not intended to be a contract of employment. Both the Participant and the
Company have the right to end their employment relationship with or without
cause or notice.

SECTIONVIII. AMENDMENT& TERMINATION

Except as
otherwise stated in this plan, the Company reserves the power to amend or
wholly revise the Plan, prospectively, at any time with or without prior
notice.

The Company
may terminate the Plan at any time and reserves the right to interpret all
provisions of the Plan. The terms of this document shall supersede all terms
and provisions of any and all such prior plan documents.

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