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                                                                  Exhibit 4.1(e)

                   CERTIFICATE OF DESIGNATION OF VOTING POWER,
                            PREFERENCES AND RELATIVE,
                           PARTICIPATING, OPTIONAL AND
                              OTHER SPECIAL RIGHTS
                AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS

                                       OF

                       CLASS T CONVERTIBLE PREFERRED STOCK

                                       OF

                           RURAL CELLULAR CORPORATION

                            ------------------------

                       Pursuant to Section 302A.401 of the
                       Minnesota Business Corporation Act

                             -----------------------

      Rural Cellular Corporation, a Minnesota corporation (the "Company"),
certifies that pursuant to the authority contained in its Articles of
Incorporation, as amended (the "Articles of Incorporation"), and in accordance
with the provisions of Section 302A.401 of the Minnesota Business Corporation
Act (as amended from time to time, the "MBCA"), the Board of Directors of the
Company (the "Board of Directors") at a meeting duly called and held on March
23, 2000, duly approved and adopted the following resolution, which resolution
remains in full force and effect on the date hereof:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
by the Articles of Incorporation, the Board of Directors does hereby designate,
create, authorize and provide for the issuance of a class of preferred stock
consisting of two series, each having a par value of $.01 per share, which shall
be designated as Class T Convertible Preferred Stock - Series A, consisting of
15,000 shares (the "Class T Preferred Stock - Series A") and Class T

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Convertible Preferred Stock - Series B, consisting of 10,000 shares (the "Class
T Preferred Stock - Series B"), and shall have the voting powers, preferences
and relative participating, optional and other special rights and
qualifications, limitations and restrictions thereon as follows:

      1. Certain Definitions. Unless the context otherwise requires, the terms
defined in this Section 1 shall have, for all purposes of this Certificate of
Designation, the meanings herein specified (with terms defined in the singular
having comparable meanings when used in the plural).

      "Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

      "Articles of Incorporation" has the meaning set forth in the introductory
paragraph in this Certificate of Designation.

      "Board of Directors" has the meaning set forth in the introductory
paragraph to this Certificate of Designation.

      "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York City or the State of
Minnesota or the State of Illinois are authorized or obligated by law or
executive order to close.

      "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated, whether voting or nonvoting) of equity of
the Company.


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      "Certificate of Designation" means this Certificate of Designation of
Voting Power, Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions of Class T
Convertible Preferred Stock of the Company.

      "Class A Common Stock" means the Company's Class A Common Stock, $.01 par
value per share.

      "Class A Share Rights Agreement" means the Class A Share Rights Agreement,
dated as of April 30, 1999, by and among the Company and Norwest Bank Minnesota,
National Association, as Rights Agent, as amended and modified from time to
time.

      "Class B Common Stock" means the Company's Class B Common Stock, $.01 par
value per share.

      "Class B Share Rights Agreement" means the Class B Share Rights Agreement,
dated as of April 30, 1999, by and among the Company and Norwest Bank Minnesota,
National Association, as Rights Agent, as amended and modified from time to
time.

      "Class M Preferred Stock" means the Class M Redeemable Voting Convertible
Preferred Stock, $.01 par value per share, of the Company.

      "Class T Preferred Stock" means the Class T Preferred Stock - Series A and
Class T Preferred Stock - Series B, collectively.

      "Common Convertible Shares" has the meaning set forth in Section 6(e) of
this Certificate of Designation.

      "Common Stock" means the Class A Common Stock and Class B Common Stock,
collectively.

      "Cross-Ownership Rules" mean Subpart H of Part 22 of Title 47 of the Code
of Federal Regulations, Section 22.942 entitled "Limitations on interest in
licensees for both channel blocks in an area," as amended and modified from time
to time, and all other rules of the Federal


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Communications Commission in effect from time to time applicable to the
ownership of competing channel blocks for the same cellular market.

      "Diluting Event" has the meaning set forth in Section 6(e).

      "Dividend Payment Date" has the meaning set forth in Section 3(a).

      "Holder" means a Person in whose name a share of Class T Preferred Stock
is registered.

      "Issue Date" means the time and date of the first issuance of the Class T
Preferred Stock pursuant to the Recapitalization Agreement dated as of October
31, 1999, between the Company and Telephone and Data Systems, Inc., as amended
and modified from time to time.

      "Junior Exchangeable Preferred Stock" means the 12 1/4% Junior
Exchangeable Preferred Stock, $.01 par value per share, of the Company.

      "Junior Stock" has the meaning set forth in Section 2(a).

      "Liquidation Preference" means $1,000 per share of Class T Preferred
Stock.

      "Mandatory Redemption Date" means the date which is twenty (20) years and
one (1) day after the Issue Date.

      "MBCA" has the meaning set forth in the introductory paragraph to this
Certificate of Designation.

      "Parity Stock" has the meaning set forth in Section 2(a).

      "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

      "Preferred Stock" means any and all shares of Capital Stock of the Company
that have preferential rights to any other Capital Stock of the Company with
respect to dividends or redemptions or upon liquidation.

      "Senior Exchangeable Preferred Stock" means the 11 3/8% Senior
Exchangeable Preferred Stock, $.01 par value per share, of the Company.


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      "Senior Stock" has the meaning set forth in Section 2(a).

      "Series A Preferred Stock" means the Company's Series A Junior
Participating Preferred Stock, $.01 par value per share, which may be issued
pursuant to the Class A Share Rights Agreement.

      "Series B Preferred Stock" means the Company's Series B Junior
Participating Preferred Stock, $.01 par value per share, which may be issued
pursuant to the Class B Share Rights Agreement.

      "Undesignated Shares" means the undesignated shares of the Capital Stock
of the Company which are authorized under its Articles of Incorporation.

      2. Ranking.

            (a) The Class T Preferred Stock shall, with respect to dividend
      rights and rights upon the liquidation, winding-up and dissolution of the
      Company, rank (i) junior to the Senior Exchangeable Preferred Stock (the
      "Senior Stock"), (ii) senior to the Junior Exchangeable Preferred Stock,
      the Class M Preferred Stock, the Series A Preferred Stock, the Series B
      Preferred Stock, the Common Stock and each other class or series of
      Capital Stock established after the Issue Date by the Board of Directors
      the terms of which expressly provide that it ranks junior to Class T
      Preferred Stock as to dividend rights and rights upon the liquidation,
      winding-up and dissolution of the Company (collectively referred to as
      "Junior Stock"), and (iii) subject to certain conditions, described below,
      on a parity with each other class or series of Capital Stock established
      after the Issue Date by the Board of Directors, the terms of which
      expressly provide that it ranks on a parity with the Class T Preferred
      Stock as to dividend rights and rights upon the liquidation, winding-up
      and dissolution of the Company (collectively referred to as "Parity
      Stock").


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<PAGE>

            (b) The Company may authorize, create and issue any new class or
      series of Senior Stock, Junior Stock and/or Parity Stock without the
      affirmative vote or consent of the Holders of any shares of Class T
      Preferred Stock. The Holders of the Class T Preferred Stock will have no
      right to dissent under Sections 302A.471 and/or 302A.473 of the MBCA in
      connection with the authorization, creation and/or issuance of any new
      class or series of Senior Stock and/or Parity Stock.

            (c) Except as otherwise expressly provided in Section 6(d), the
      Class T Preferred Stock - Series A and Class T Preferred Stock - Series B
      shall have equal voting powers, preferences and relative participating,
      optional and other special rights and qualifications, limitations and
      restrictions thereon, and shall rank equally, share ratably, and be
      identical in all respects as to all matters.

      3. Dividends.

            (a) The Holders of the outstanding shares of the Class T Preferred
      Stock shall be entitled to receive, when declared by the Board of
      Directors out of funds of the Company legally available therefor,
      dividends on the Class T Preferred Stock which shall accrue at the rate of
      four percent (4%) per annum. All dividends will be cumulative from the
      Issue Date, and unless the Class T Preferred Stock is converted into
      Common Stock pursuant to Section 6, will be declared and paid in arrears
      fifteen (15) days after the Mandatory Redemption Date or, if such date is
      not a Business Day, on the next succeeding Business Day (the "Dividend
      Payment Date") to the Holders of record on the Mandatory Redemption Date;
      provided, however, that the Board of Directors shall not be required to
      declare or pay the cumulative dividend on the Class T Preferred Stock if
      then prohibited by the MBCA, the terms and conditions of any Senior Stock
      or Parity Stock, or any debt of the Company to which the Class T Preferred
      Stock is subordinate. No


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      dividends will be declared or paid pursuant to this section 3 (a) with
      respect to any Class T Preferred Stock converted into Common Stock
      pursuant to Section 6 hereof. Dividends payable on the Class T Preferred
      Stock will be computed on the basis of a 360-day year consisting of twelve
      (12) thirty (30) day months and shall be deemed to accrue on a daily
      basis, commencing on the Issue Date.

            (b) Dividends on the Class T Preferred Stock shall accrue whether or
      not the Company has earnings or profits, whether or not there are funds
      legally available for the payment of such dividends and whether or not
      dividends are declared. If the cumulative dividend (or portion thereof)
      payable on the Dividend Payment Date is not paid in full in cash on the
      Dividend Payment Date, the amount of the accumulated but unpaid dividend
      will continue to bear interest at the dividend rate on the Class T
      Preferred Stock from the Dividend Payment Date until paid in full.

            (c) Notwithstanding any provision of this Certificate of Designation
      to the contrary, no dividends shall be declared or paid with respect to
      the Class T Preferred Stock unless and until any accrued dividends due and
      payable on any Senior Stock shall have been paid in full.

            (d) Prior to the Mandatory Redemption Date, this Certificate of
      Designation shall not impose any restrictions or limitations on the
      declaration and/or payment of any dividends on any or all of the Parity
      Stock and/or Junior Stock. From and after the Mandatory Redemption Date,
      no full dividend or distribution shall be declared or paid or funds set
      apart for the payment of dividends or distributions on any Parity Stock or
      any Junior Stock for any period unless full cumulative dividends on the
      Class T Preferred Stock shall have been or contemporaneously are declared
      and paid in full or declared and a sum in cash sufficient for such payment
      set apart for such payment. If full cumulative


                                       7
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      dividends on the Class T Preferred Stock are not so paid, the Class T
      Preferred Stock will share dividends or distributions declared or paid on
      and after the Mandatory Redemption Date pro rata with the Parity Stock.
      Unless full cumulative dividends on all outstanding shares of Class T
      Preferred Stock shall have been declared and paid, or declared and a
      sufficient sum for the payment thereof set apart, then from and after the
      Mandatory Redemption Date: (i) no dividend (other than a dividend on
      Junior Stock payable solely in shares of any Junior Stock) shall be
      declared or paid upon (or deemed paid), or any sum set apart for the
      payment of dividends upon, any shares of Junior Stock; (ii) no other
      distribution shall be declared or made upon, or any sum set apart for the
      payment of any distribution upon, any shares of Junior Stock, other than a
      distribution consisting solely of Junior Stock; (iii) no shares of Junior
      Stock or Parity Stock shall be repurchased, redeemed or otherwise acquired
      or retired by the Company; and (iv) no money shall be paid into or set
      apart or made available for a sinking or other like fund for the purchase,
      redemption or other acquisition or retirement for value of any shares of
      Junior Stock or Parity Stock by the Company.

            (e) In addition to the cumulative dividends at the rate provided for
      in Section 3(a) hereof, the Holders of issued and outstanding Class T
      Preferred Stock shall be entitled to receive, from time to time, out of
      any funds legally available therefor, dividends and other distributions at
      the same rate and at the same time as any dividends or other distributions
      declared on the Common Stock of the Company (other than distributions upon
      the liquidation, dissolution or winding-up of the Company), when, as and
      if declared by the Board of Directors; provided that, for purposes of this
      Section 3(e) only, the Holders of the Class T Preferred Stock shall be
      deemed to own the number of shares of Common Stock into which such shares
      of Class T Preferred Stock are


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      convertible, pursuant to Section 6 herein, at the time such dividend or
      other distribution is declared.

            (f) The Company shall not be required to pay into or set apart or
      make available for a sinking or other like fund any money for the payment
      of the cumulative dividends on the Class T Preferred Stock.

      4. Liquidation Preference. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, Holders of Class T Preferred Stock
shall be entitled to payment, out of the assets of the Company legally available
for distribution to stockholders, of the Liquidation Preference per share of
Class T Preferred Stock, plus, without duplication, an amount in cash equal to
all accumulated and unpaid dividends thereon to but excluding the date fixed for
liquidation, dissolution or winding-up, before any distribution is made on any
Junior Stock. If, upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the amounts payable with respect to the Class T
Preferred Stock and all other Parity Stock are not paid in full, the Holders of
the Class T Preferred Stock and the Parity Stock shall share equally and ratably
in any distribution of assets of the Company in proportion to the full
liquidation preference to which each is entitled. After payment of the full
amount of the liquidation preference and accumulated and unpaid dividends to
which they are entitled, the Holders of shares of Class T Preferred Stock shall
not be entitled to any further participation in any distribution of assets of
the Company. The Holders of shares of Class T Preferred Stock shall not be
entitled to participate in the distribution of any assets of the Company in
connection with the liquidation, dissolution or winding-up of the Company unless
and until the holders of all Senior Stock shall have received the full
liquidation preference to which they are entitled. Neither the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Company nor the


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consolidation or merger of the Company with or into one or more Persons shall be
deemed to be a liquidation, dissolution or winding-up of the Company

      5. Redemption by the Company.

            (a) On the Mandatory Redemption Date, the Company shall be required
      to redeem all of the outstanding shares of Class T Preferred Stock at a
      price in cash equal to 100% of the aggregate Liquidation Preference
      thereof, plus, without duplication, all accumulated and unpaid dividends,
      if any, to but excluding the Mandatory Redemption Date. Except as
      contemplated by Section 5(c) below, the Company shall not be required to
      pay into or set apart or make available for a sinking or other like fund
      any money for the redemption of the Class T Preferred Stock.

            (b) Notice of any such redemption shall be sent by or on behalf of
      the Company not less than thirty (30) nor more than sixty (60) days prior
      to the Mandatory Redemption Date, by first class mail, postage prepaid, to
      all Holders of the Class T Preferred Stock at their registered address. In
      addition to any information required by law, such notice shall state (i)
      the Mandatory Redemption Date, (ii) the Liquidation Preference of, and the
      accrued and unpaid dividends on, the shares of Class T Preferred Stock to
      be redeemed; (iii) that on the Mandatory Redemption Date the redemption
      price shall become due and payable upon each share of Class T Preferred
      Stock to be redeemed; and (iv) the place or places where shares are to be
      surrendered for payment of the redemption price.

            (c) If a notice of redemption has been mailed in accordance with
      Section 5(b) above and, provided that on or before the Mandatory
      Redemption Date all funds necessary for such redemption shall have been
      irrevocably set aside by the Company, separate and apart from its other
      funds, in trust for the pro rata benefit of the Holders of


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<PAGE>

      the shares so called for redemption, so as to be, and to continue to be
      available therefor, then, on and after the Mandatory Redemption Date,
      unless the Company defaults in the payment of the applicable redemption
      price, dividends on the shares of the Class T Preferred Stock so called
      for redemption shall cease to accumulate and all rights of the Holders of
      such shares shall terminate except for the right to receive from the
      Company the redemption price, without interest. Upon surrender, in
      accordance with said notice, of the certificates for any shares so
      redeemed (properly endorsed or assigned for transfer, if the Company shall
      so require and the notice shall so state), such shares shall be redeemed
      by the Company at the applicable redemption price. Shares of Class T
      Preferred Stock issued and reacquired by the Company shall, upon
      compliance with the applicable requirements of MBCA, have the status of
      authorized but unissued Undesignated Shares of the Company and may, with
      any and all other authorized but unissued Undesignated Shares of the
      Company, be designated or redesignated, and issued or reissued, as the
      case may be, as part of any class or series of Capital Stock of the
      Company.

            (d) Any deposit of funds with a bank or trust company for the
      purpose of redeeming Class T Preferred Stock shall be irrevocable except
      that:

                  (i) The Company shall be entitled to receive from such bank or
            trust company the interest or other earnings, if any, earned on any
            money deposited in trust, and the Holders of any shares redeemed
            shall have no claim to such interest or other earnings; and

                  (ii) any balance of monies so deposited by the Company and
            unclaimed by the Holders of the Class T Preferred Stock entitled
            thereto at the expiration of two years from the Mandatory Redemption
            Date shall be repaid, together with any interest or other earnings
            earned thereon, to the Company, and


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            after any such repayment, the Holders of the shares entitled to the
            funds so repaid to the Company shall look only to the Company for
            payment without interest or other earnings.

            (e) Notwithstanding any provision of this Certificate of Designation
      to the contrary, the Company shall not be required to redeem any Class T
      Preferred Stock if such redemption would cause the Company to violate the
      MBCA, the terms and conditions applicable to any Senior Stock or Parity
      Stock or the terms and conditions of any debt of the Company to which the
      Class T Preferred Stock is subordinate.

      6. Conversion.

            (a) At the option of each Holder, each share of Class T Preferred
      Stock shall be converted, at any time after the Issue Date and before the
      close of business two (2) days prior to the Mandatory Redemption Date, at
      the office of the Company (or at such other office or offices, if any, as
      the Company may designate), into fully paid and nonassessable shares of
      Common Stock of the Company; provided, however, that no such Holder may
      convert any shares of Class T Preferred Stock into Common Stock if such
      conversion would directly or indirectly result in a violation of the
      Cross-Ownership Rules. In order to voluntarily convert shares of Class T
      Preferred Stock into shares of Common Stock, the Holder thereof shall (i)
      surrender at any office hereinabove mentioned the certificate or
      certificates evidencing such shares, duly endorsed to the Company or in
      blank, (ii) give written notice to the Company at such office that such
      Holder elects to convert such number of shares of Class T Preferred Stock
      specified in the notice, and (iii) deliver to the Company at such office a
      certificate of such Holder (which certificate shall be in a form
      reasonably acceptable to the Company) to the effect that the conversion of
      such shares into Common Stock shall not directly or indirectly


                                       12
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      result in a violation of the Cross-Ownership Rules. The shares of Class T
      Preferred Stock voluntarily tendered by the Holder for conversion shall be
      deemed to have been converted into Common Stock as provided for herein at
      the close of business on the date which is three (3) Business Days after
      the date the Company receives the Holder's notice of conversion together
      with the duly endorsed certificates and the certificate of the Holder, and
      the Person entitled to receive the shares of Common Stock issuable upon
      such conversion shall be treated for all purposes as the record holder of
      such shares of Common Stock at such time. As soon as reasonably
      practicable after the date the conversion is deemed to occur, the Company
      shall provide the Holder of the Class T Preferred Stock tendered for
      conversion with a newly issued certificate evidencing such Holder's
      ownership of Common Stock issued upon conversion of the Class T Preferred
      Stock as provided for herein, together with a certificate representing any
      shares of Class T Preferred Stock which were represented by the
      certificate or certificates delivered to the Company in connection with
      such conversion but which were not converted.

            (b) At the option of the Company, all or any part of the issued and
      outstanding shares of Class T Preferred Stock held by any Holder shall be
      converted, at any time after the Issue Date and prior to the close of
      business two (2) days prior to the Mandatory Redemption Date, at the
      office of the Company (or at such other office or offices, if any, as the
      Company may designate), into fully paid and nonassessable shares of Common
      Stock of the Company; provided, however, that the Company may not convert
      any shares of Class T Preferred Stock into Common Stock if such conversion
      would directly or indirectly result in a violation of the Cross-Ownership
      Rules. In order to cause the conversion of shares of Class T Preferred
      Stock into shares of Common Stock, the Company shall (i) send written
      notice thereof to the Holder of the Class T Preferred Stock being
      converted specifying the effective date of the conversion, the number of
      shares being converted, the terms of the conversion and the place or
      places where certificates evidencing the shares of Class T Preferred Stock
      being converted are to be surrendered and (ii) deliver to the Holder of
      the Class T Preferred


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      Stock being converted a certificate of the Company to the effect that the
      conversion of such shares into Common Stock shall not directly or
      indirectly result in a violation of the Cross-Ownership Rules. Each Holder
      so notified shall be required to surrender for conversion the
      certificate(s) evidencing the shares of Class T Preferred Stock being
      converted, endorsed to the Company or in blank, within five (5) Business
      Days of receipt of such notice from the Company. The conversion of the
      Class T Preferred Stock shall be deemed to occur on the date specified in
      the Company's notice regardless of whether the Holder of the Class T
      Preferred Stock shall have then tendered its certificates evidencing such
      shares duly endorsed, and the Person entitled to receive the shares of
      Common Stock issuable upon such conversion shall be treated for all
      purposes as the recordholder of such shares of Common Stock at such time.
      As soon as reasonably practicable after the date the certificates
      evidencing the Class T Preferred Stock shall have been tendered to the
      Company for conversion, the Company shall provide the Holders of the Class
      T Preferred Stock so tendered with newly issued certificates evidencing
      such Holder's ownership of Common Stock issued upon conversion of the
      Class T Preferred Stock as provided herein, together with a certificate
      representing any shares of Class T Preferred Stock which were represented
      by the certificate or certificates delivered to the Company in connection
      with such conversion but which were not converted.

            (c) In connection with the conversion of Class T Preferred Stock
      into Common Stock, whether initiated by the Holder thereof or the Company,
      no dividends


                                       14
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      then accrued or cumulated on the Class T Preferred Stock pursuant to
      section 3 (a) hereof shall be paid or payable by the Company in cash,
      shares of Common Stock or otherwise.

            (d) Except as hereinafter provided in this Section 6(d), each share
      of Class T Preferred Stock - Series A shall be converted into the number
      of shares of Class A Common Stock calculated by dividing the Liquidation
      Preference by 50.625 and each share of Class T Preferred Stock - Series B
      shall be converted into the number of shares of Class B Common Stock
      calculated by dividing the Liquidation Preference by 50.625.
      Notwithstanding the foregoing, if any shares of Class T Preferred Stock -
      Series B are ever, voluntarily or involuntarily, sold, assigned or
      otherwise transferred by the original Holder or any subsequent Holder
      thereof to any Person which is not an affiliate of the original Holder
      thereof, then such shares of Class T Preferred Stock - Series B shall no
      longer be convertible into shares of Class B Common Stock as provided
      herein but each such share of Class T Preferred Stock - Series B shall
      thereafter be convertible into the number of shares of Class A Common
      Stock calculated by dividing the Liquidation Preference by 50.625. If
      requested by the Company at the time of the conversion of the Class T
      Preferred Stock - Series B, the Holder thereof shall provide the Company
      with evidence reasonably acceptable to the Company that such Holder is an
      affiliate of the original Holder of such shares of Class T Preferred Stock
      - Series B. For purposes of this subsection (d) only, the term "affiliate"
      shall be defined as set forth in the Articles of Incorporation of the
      Company.

            (e) In the event that, prior to the conversion of Class T Preferred
      Stock into Common Stock pursuant to Section 6(a) or Section 6(b), the
      Company shall effect: (w) a dividend upon its Common Stock payable in
      shares of Common Stock or other property other than cash (including common
      stock, preferred stock or other securities of a


                                       15
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      subsidiary of the Company); (x) a combination of its Common Stock into a
      smaller number of shares of such Common Stock, by reclassification or
      otherwise; (y) a subdivision of its Common Stock into a larger number of
      shares of such Common Stock, by reclassification or otherwise; or (z) any
      reorganization or reclassification of its Common Stock, or any
      liquidation, consolidation or merger with another Person, or the sale of
      all or substantially all of its assets to another Person, in such a way
      that the holders of Common Stock shall be entitled to receive (either
      directly, or upon subsequent liquidation) common stock, preferred stock,
      securities or other property (including cash) with respect to or in
      exchange for such shares of Common Stock (any such event set forth in (w)
      - (z) above referred to as a "Diluting Event"), then, as a condition of
      such Diluting Event, lawful and adequate provisions shall be made whereby
      each Holder shall, unless it results in a duplication of the dividends and
      other distributions provided for in Section 3 and the other provisions of
      this Certificate of Designation, be entitled to receive, (under the same
      terms otherwise applicable to such Holder's receipt of Common Stock) upon
      the conversion of the shares of Class T Preferred Stock held by such
      Holder in accordance with the provisions of Section 6(a) or 6(b) hereof,
      (hereinafter such shares are referred to as the "Common Convertible
      Shares"), the following: (A) if the Diluting Event results in an exchange
      of Common Stock for common stock, preferred stock, securities or other
      property, each Holder shall be entitled to receive in lieu of the Common
      Convertible Shares to which such Holder was entitled immediately prior to
      the Diluting Event but which such Holder had not yet received, such shares
      of common stock, preferred stock, securities or other property as may be
      issued or payable by virtue of the Diluting Event in exchange for that
      number of Common Convertible Shares to which such Holder was entitled
      immediately prior to the Diluting Event but which such


                                       16
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      Holder had not yet received; and/or (B) if the Diluting Event results in
      an issuance or payment with respect to Common Stock, such Holder shall be
      entitled to receive, in addition to the Common Convertible Shares to which
      such Holder was entitled immediately prior to the Diluting Event but which
      it had not yet received, such shares of common stock, preferred stock,
      securities or other property as may be issued or payable by virtue of the
      Diluting Event with respect to that number of Common Convertible Shares to
      which such Holder was entitled immediately prior to the Diluting Event but
      which it had not yet received. If any Diluting Event occurs, provision
      shall be made with respect to each Holder's rights and interests resulting
      from the application of this Section 6(e) to ensure that this Section 6(e)
      applies as well to any shares of common stock, preferred stock, securities
      or other property deliverable to such Holder upon conversion as a result
      of the occurrence of each such Diluting Event.

            (f) The Company shall at all times reserve and keep available out of
      its authorized but unissued shares of Common Stock, for the purpose of
      effecting the conversion of the Class T Preferred Stock, the full number
      of shares of Common Stock then deliverable upon the conversion of all
      shares of Class T Preferred Stock then outstanding.

            (g) The number of shares of Class T Preferred Stock converted at any
      time and from time to time shall be such number as will result in the
      exchange therefore of a whole number of shares of Common Stock, unless the
      Holders and the Company otherwise agree.

      7. Voting Rights. The shares of Class T Preferred Stock shall not have any
voting rights except in such circumstances as required by the nonwaivable
provisions of the MBCA.


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      8. Transfer. No Holder may voluntarily or involuntarily sell, assign or
otherwise transfer any shares of Class T Preferred Stock unless such Holder
delivers to the Company at least thirty (30) days prior to the effective date of
such sale, assignment or other transfer (i) a written notice describing all of
the material terms and conditions of the proposed sale, assignment or other
transfer, including the name and address of the proposed purchaser, assignee or
other transferee, and (ii) an opinion of counsel (which opinion shall be in a
form and shall be issued by an attorney reasonably acceptable to the Company)
addressed to the Company to the effect that the proposed sale, assignment or
other transfer is exempt from the registration requirements of applicable state
and federal securities laws and that such sale, assignment or other transfer
shall not directly or indirectly cause the Company and/or any of its Affiliates
to violate the Cross-Ownership Rules.

      9. Restrictions on Issuance. Shares of Class T Preferred Stock shall be a
separate class of capital stock and may be issued by the Company only to
Telephone and Data Systems, Inc., a Delaware corporation ("TDS") and/or its
Affiliates and their respective successors and assigns permitted under Section 8
hereof.

      10. Amendment. This Certificate of Designation shall not be amended,
either directly or indirectly, or through merger or consolidation with another
Person, in any manner that would alter or change the powers, preferences or
special rights of the Class T Preferred Stock so as to affect them adversely
without the affirmative vote of the Holders of at least a majority of the
outstanding Class T Preferred Stock voting separately as a class.

      11. Exclusion of Other Rights. Except as may otherwise be required by law,
the shares of Class T Preferred Stock shall not have any voting powers,
preferences and relative, participating, optional or other special rights, other
than those specifically set forth in this Certificate of Designation (as such
Certificate of Designation may be amended from time to time


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in accordance with the terms hereof) and in the Articles of Incorporation. The
shares of Class T Preferred Stock shall have no preemptive or subscription
rights.

      12. Headings of Section. The headings of the various sections and
subsections hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

      13. Severability of Provisions. If any voting power, preference or
relative, participating, optional and other special right of the Class T
Preferred Stock or qualification, limitation or restriction thereof set forth in
this Certificate of Designation (as this Certificate of Designation may be
amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other voting powers,
preferences and relative, participating, optional and other special rights of
Class T Preferred Stock and qualifications, limitations and restrictions thereof
set forth in this Certificate of Designation (as so amended) which can be given
effect without the invalid, unlawful or unenforceable voting power, preference
and relative, participating, optional or other special right of Class T
Preferred Stock or qualification, limitation or restriction thereof, shall,
nevertheless, remain in full force and effect, and no voting powers, preferences
and relative, participating, optional or other special rights of Class T
Preferred Stock and qualifications, limitations and restrictions thereof herein
set forth shall be deemed dependent upon any other such voting powers,
preferences and relative, participating, optional or other special rights of
Class T Preferred Stock and qualifications, limitations and restrictions thereof
unless so expressed herein.


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      IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by Ann K. Newhall, the Secretary of the Company this 31st day of
March, 2000.


                                       RURAL CELLULAR CORPORATION


                                       By   /s/ Ann K. Newhall
                                       Name  Ann K. Newhall
                                       Title  Secretary


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