Prepared by MERRILL CORPORATION









Exhibit

10.1




SECOND AMENDMENT TO


EMPLOYMENT AGREEMENT




THIS AMENDMENT, entered

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

Corporation (“RCC” or “Company”) and Richard P. Ekstrand (the “Employee”).




WHEREAS, the Company and

the Employee have heretofore entered into an Employment Agreement dated as of

January 22, 1999, which was amended effective January 1, 2001 (as amended, the

“Employment Agreement”), which Employment Agreement is now in full force and

effect; and




WHEREAS, the Employment

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 any 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 11 of the Employment Agreement is

hereby amended to add the following:




(g)                In the event that payment is

required to be made to the Employee under this Section 11, in addition to the

payments set forth in Sections 11(b) and 11(d), and for a period of 18 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 11(g) shall terminate.




2.                                                Except to the extent specifically amended

by this Amendment, the Employment Agreement shall continue in full force and

effect.




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  ATTEST


  	

  RURAL CELLULAR CORPORATION


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By


  	

  /s/ Wesley E. Schultz


  	

   


  	

  By


  	

  /s/ Ann K. Newhall


  	

   


  
	

   


  	

  Assistant Secretary


  	

   


  	

  Secretary


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  WITNESS


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Nancy A. Gilbertson


  	

   


  	

  /s/ Richard P. Ekstrand


  	

   


  
	

   


  	

   


  	

   


  	

  Richard P. Ekstrand