Prepared by MERRILL CORPORATION









Exhibit

10.8




AMENDMENT TO




CHANGE

IN CONTROL AGREEMENT




THIS AMENDMENT,

entered into as of the 24th day of July 2001, by and between Rural

Cellular Corporation (“RCC” or “Company”) and David Del Zoppo (the “Employee”).




WHEREAS, the

Company and the Employee have heretofore entered into a Change in Control

Agreement dated as of January 1, 2001 (the “Agreement”), which Agreement is now

in full force and effect; and




WHEREAS, the

Agreement provides certain protections for the Employee in the event of a

change in control of the Company; and




WHEREAS, the Company’s Board of Directors has determined it is

appropriate, and in the best interests of the Company and its shareholders, to

improve the protections provided to the Employee in the event of a

change in control, and to thereby reinforce

and encourage his continued attention and dedication to his assigned duties

despite distractions arising from the possibility of a change in control;




NOW, THEREFORE, in

consideration of the premises and the mutual agreements herein contained, the

Company and the Employee agree as follows:




1.                                       Section 3 of the Agreement is hereby

amended in its entirety to read as follows:




3.             Benefits.




(a)           If the Employee satisfies the

requirements set forth in Section 2, the Employee shall be paid an amount equal

to the sum of:




(i)            100%

of the Employee’s annual base salary at the highest rate in effect during the

period beginning 12 months prior to the occurrence of the Change in Control and

ending on the date of the Employee’s termination of employment; plus




(ii)           100%

of the largest bonus and/or incentive payment (excluding “pay to stay” or

similar bonuses) that was payable to the Employee for any fiscal year of the

Company that ended during the period beginning 12 months prior to the

occurrence of the Change in Control and ending on the date of the Employee’s

termination of employment.




(b)         In

the event that payment is required to be made to the Employee under this

Section 3, in addition to the payments set forth in Section 3(a), and for a

period of six months following the date of Employee’s termination of

employment:.




(i)            the

Employee shall be entitled to continue to participate in the Company’s

disability plan on the same basis as the Employee participated immediately

prior to Employee’s termination of employment (or shall receive equivalent

benefits);













(ii)           the

Company shall reimburse the Employee for that portion of the Employee’s premium

cost for continued coverage under the Company’s group medical and dental plans

pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986

(“COBRA”) that exceeds the premiums that were payable by the Employee for

coverage under such plans prior to his termination of employment;




(iii)            the

Company shall reimburse the Employee for that portion of the Employee’s premium

cost for continued coverage under the Company’s group life insurance plan

pursuant to Minn. Stat. §61A.092 that exceeds the premiums that were payable by

the Employee for coverage under such plan prior to his termination of

employment; and




(iv)          the

Company shall make additional payments to the Employee in amounts equal to the

tax liabilities (including federal, state and local taxes and any interest and

penalties with respect thereto) incurred by the Employee with respect to the

payments described in (ii) and (iii) above, plus additional amounts sufficient

to permit the Employee to retain a net amount after all taxes (including

penalties and interest) equal to the initial tax liabilities incurred by the

Employee with respect to the payments described in (ii) and (iii).




In the event that

Employee obtains substantially equivalent coverage or benefits from another

source, the Company’s obligation under this Section 3(b) shall terminate.




2.             Except to the

extent specifically amended by this Amendment, the Agreement shall continue in

full force and effect.




*  *  *




	

  ATTEST


  	

  RURAL CELLULAR CORPORATION


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By


  	

  /s/ Ann K. Newhall


  	

   


  	

  By


  	

  /s/ Richard P. Ekstrand


  	

   


  
	

   


  	

  Secretary


  	

   


  	

  Richard P. Ekstrand


  	

   


  
	

   


  	

   


  	

   


  	

  President and Chief Executive Officer


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  WITNESS


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Nancy A. Gilbertson


  	

   


  	

   


  	

  /s/ David J. Del Zoppo


  	

   


  
	

   


  	

   


  	

   


  	

  Employee