Exhibit 10.9 (b)




 




FIRST AMENDMENT




TO THE RURAL CELLULAR

CORPORATION




KEY EMPLOYEE




DEFERRED COMPENSATION

PLAN




 




Effective as of May 1, 2001,

Rural Cellular Corporation (the “Company”) established the Rural Cellular

Corporation Key Employee Deferred Compensation Plan (the “Plan”), which Plan is

now in full force and effect.  The

Compensation Committee of the Company’s Board of Directors now desires to amend

the Plan in certain respects and, to accomplish this, it has adopted the

following amendments to the Plan:




 




1.                             Section 1.12 of the Plan is amended in

its entirety, to read as follows:




 




“1.12                        Matching

Contribution Percentage.  The

percentage, if any, that will be used in determining the amount of matching

contributions to be made on behalf of a Participant pursuant to Section

3.2(a).  The Matching Contribution

Percentage for a payroll period ending after December 31, 2001 will be

established by the Plan Administrator, acting in its sole and exclusive

discretion.  If the Plan Administrator

does not establish a Matching Contribution Percentage for any such payroll

period, the Matching Contribution Percentage for that payroll period will be

0%.”




 




2.                             Section 1.13 of the Plan is amended in

its entirety, to read as follows:




 




“1.13                       Matching

Contribution Compensation Percentage. 

The maximum percentage of a Participant’s Compensation that may be

contributed to the Plan and to the Savings and Profit Sharing Plan as matching

contributions for any payroll period. 

The Matching Contribution Compensation Percentage for a payroll period

ending after December 31, 2001 will be established by the Plan Administrator,

acting in its sole and exclusive discretion. 

If the Plan Administrator does not establish a Matching Contribution

Compensation Percentage for any such payroll period, the Matching Contribution

Percentage for that payroll period will be 3%.”




 




3.                             Section 1.18 of the Plan is amended in

its entirety, to read as follows:




 




“1.18                       Profit

Sharing Contribution Percentage. 

The percentage, if any, that will be used in determining the amount of

profit sharing contributions to be made on behalf of a Participant pursuant to

Section 3.2(b).  The Profit Sharing

Contribution Percentage for a payroll period ending after December 31, 2001

will be established by the Plan Administrator, acting in its sole and exclusive

discretion.  If the Plan Administrator

does not establish a Profit Sharing Contribution Percentage for any such

payroll period, the Profit Sharing Contribution Percentage for the payroll

period will be 0%.”




 




The foregoing amendments are

effective as of January 1, 2002.




 




IN WITNESS WHEREOF,

the Company has caused this instrument to be executed by its duly authorized

officer, this 22nd day of February, 2002.




 




	

   


  	

  RURAL

  CELLULAR CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By  


  	

  /s/ Richard

  P. Ekstrand


  	

   


  
	

   


  	

   


  	

  Its

  President


  
					





 




The undersigned hereby consent to the

adoption of the foregoing amendments effective as of January 1, 2002.




 




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  Date:  February 22, 2002


  	

  /s/ Richard

  P. Ekstrand


  	

   


  
	

   


  	

  Richard P.

  Ekstrand


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:  February 22, 2002


  	

  /s/ Ann K.

  Newhall


  	

   


  
	

   


  	

  Ann K.

  Newhall


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:  February 22, 2002


  	

  /s/ Wesley

  E. Schultz


  	

   


  
	

   


  	

  Wesley E.

  Schultz


  





 




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