Prepared by MERRILL CORPORATION









Exhibit

10.5




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 Ann K. Newhall (the “Employee”).




WHEREAS, the Company and

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

February 6, 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/ Richard P. Ekstrand


  	

   


  
	

   


  	

  Assistant Secretary


  	

   


  	

  Richard P. Ekstrand


  	

   


  
	

   


  	

   


  	

   


  	

  President and Chief

  Executive Officer


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  WITNESS


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Nancy A. Gilbertson


  	

   


  	

   


  	

  /s/ Ann K. Newhall


  	

   


  
	

   


  	

   


  	

   


  	

  Ann K. Newhall