Registration No. ____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      under

                           The Securities Act of 1933

                        ROSEVILLE COMMUNICATIONS COMPANY

               (Exact name of issuer as specified in its charter)

           California                                      68-0365195
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)


                 211 Lincoln Street, Roseville California 95678

               (Address of principal executive offices) (Zip Code)

                        ROSEVILLE COMMUNICATIONS COMPANY

                           2000 EQUITY INCENTIVE PLAN

                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

          Telephone Number, including area code, of agent for service:
                                 (415) 433-1900
<PAGE>






                         CALCULATION OF REGISTRATION FEE

                               Proposed         Proposed          Amount of
Title of                       Maximum          Maximum           Registration
Securities to   Amount to be   Offering Price   Aggregate         Fee
be Registered   Registered     Share            Offering Price    (1)(2)
-------------   ------------   --------------   --------------    --------------
Common Stock    800,000 shares $39.94           $31,952,000       $9,425.84

(1)      Estimated pursuant to Rule 457 solely for purposes of calculating the
         registration fee.  Amount of the Registration Fee was calculated
         pursuant to Section 6(b) of the Securities Act of 1933, as amended, and
         was determined by multiplying the aggregate offering amount by .000295.

(2)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the filing fee on the basis of $39.94 per share, which
         represents the fair market value per share of Common Stock of Roseville
         Communications Company on August 1, 2000.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Roseville Communications Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 1999
          filed with the Securities and Exchange Commission ("SEC") on March 24,
          2000, as amended by Form 10K/A filed on August 2, 2000.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          the end of the fiscal year covered by the Company document referred to
          in (a) above;

     (c)  The  description of the Company's  capital stock filed with the SEC on
          or about May 4, 1995 in Registration  Statement No. 33-58271,  and the
          Articles of  Incorporation  and Amendment  thereto  which  appeared as
          Exhibit  3(a) to the  Quarterly  Report on Form  10-Q for the  quarter
          ended September 30, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

     Section  204 of the  General  Corporation  Law of the  State of  California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

     Section 317 of the California Law makes a provision for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The  indemnification  provided by Section 317
is  not  exclusive  to  the  extent   additional  rights  are  authorized  in  a
corporation's articles of incorporation.

     The Company has adopted  provisions  in its Articles of  Incorporation,  as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

         See Exhibit Index on page 8.

Item 9.  Undertakings.

         (d)    Rule 415 Offering.
                ------------------

         The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

          (e)  Filings  Incorporating   Subsequent  Exchange  Act  Documents  by
               Reference.
               ----------------------------------------------------------------

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (f)  Regulation S-K Item 512(h) Undertaking for Registration Statement
               on Form S-8.
                ----------------------------------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Roseville,  State of California, on this 2nd day of
August, 2000.
                                  ROSEVILLE COMMUNICATIONS COMPANY



                                  By:  /s/ Brian H. Strom
                                           --------------
                                           Brian H. Strom
                                           President and Chief Executive Officer



<PAGE>

                                   Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the persons whose  signatures  appear
below constitute and appoint Brian H. Strom and Michael D. Campbell, and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities to sign the Form S-8 Registration Statement
pertaining to the Roseville  Communications  Company 2000 Equity Incentive Plan,
and any or all amendments (including post-effective amendments) to said Form S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done,  as fully to all intents and purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.

Signature                                   Title                        Date

/s/ Michael D. Campbell       Executive Vice President and Chief   July 31, 2000
Michael D. Campbell           Financial Officer (Principal
                              Accounting Officer)

/s/ Robert L. Doyle           Director                             July 31, 2000
Robert L. Doyle

/s/ Brian H. Strom            Director
Brian H. Strom                                                     July 31, 2000

/s/ Thomas E. Doyle           Director                             July 31, 2000
Thomas E. Doyle

/s/ Ralph E. Hoeper           Director                             July 31, 2000
Ralph E. Hoeper

/s/ John R. Roberts III       Director                             July 31, 2000
John R. Roberts III

/s/ Chris L. Branscum         Director                             July 31, 2000
Chris L. Branscum

/s/ Neil J. Doerhoff          Director                             July 31, 2000
Neil J. Doerhoff

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.

1-3                   Not applicable.

4                     None

5                     Opinion re legality.

6-22                  Not applicable.

23.1                  Consent of Ernst & Young LLP, Independent Auditors.
                      Found at page 10 of this registration statement.

23.2                  Independent Auditors' Consent.
                      Found at page 11 of this registration statement.

23.3                  Consent of Independent Accountants.
                      Found at page 12 of this registration statement.

23.4                  Consent of Counsel.  Contained with the opinion filed as
                      Exhibit 5 hereto.

24                    Powers of attorney.  Contained in the signature pages
                      (pages 6-7) of this Form S-8 registration statement.

25-98                 Not applicable.

99                    Roseville Communications Company 2000 Equity Incentive
                      Plan
<PAGE>



                                    EXHIBIT 5

Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678

         Re:    800,000 Shares of Common Stock of Roseville Communications
                Company Offered Pursuant to the Roseville Communications Company
                2000 Equity Incentive Plan

Ladies and Gentlemen:

     We have  examined the  proceedings  taken and the  instruments  executed in
connection  with  the  organization  and  present  capitalization  of  Roseville
Communications  Company (the  "Company")  and the  reservation  for issuance and
authorization  of the sale and  issuance  from  time to time of not in excess of
800,000  shares of the  Company's  Common Stock (the  "Shares")  pursuant to the
terms of the Roseville  Communications  Company 2000 Equity  Incentive Plan (the
"Plan").  The Shares are the  subject of a  Registration  Statement  on Form S-8
under the  Securities  Act of 1933,  as  amended,  which is being filed with the
Securities  and Exchange  Commission and to which this opinion is to be attached
as an exhibit.

     Upon the basis of such examination, we are of the following opinion:

     1. The authorized  shares of the Company  consist of 100,000,000  shares of
Common Stock.

     2. The  proper  corporate  proceedings  necessary  to the  reservation  for
issuance and the authorization of the sale and issuance from time to time of not
in excess of 800,000  shares of the Common Stock of the Company  pursuant to the
Plan have been duly taken and,  when issued  pursuant  to such plan,  the Shares
will be duly and validly issued and fully paid and nonassessable.

     3. When the above-mentioned  registration  statement relating to the Shares
has become effective, all authorizations,  consents,  approvals, or other orders
of all United  States  regulatory  authorities  required for the issuance of the
Shares will have been obtained.

     You are further  advised  that we consent to the use of this  opinion as an
exhibit to the above-mentioned Registration Statement.

                                                Very truly yours,

                                                /s/ COOPER, WHITE & COOPER LLP
<PAGE>



                                  EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the  Roseville  Communications  Company  2000  Equity
Incentive  Plan of our  report  dated  February  4,  2000,  with  respect to the
consolidated  financial statements of Roseville  Communications Company included
in its Annual  Report (Form 10-K) for the year ended  December  31, 1999,  filed
with the Securities and Exchange Commission.

                                                /s/  Ernst & Young LLP

Sacramento, California
July 27, 2000
<PAGE>



                                  EXHIBIT 23.2

                         INDEPENDENT AUDITORS' CONSENT


     We consent to the incorporation by reference in this Registration Statement
of Roseville  Communications  Company (the  "Company") on Form S-8 of our report
dated  March 8, 2000 on the  consolidated  financial  statements  of  Sacramento
Valley Limited  Partnership  and  subsidiary,  incorporated  by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

                                                /s/ DELOITTE & TOUCHE LLP

San Francisco, California
July 28, 2000
<PAGE>




                                  EXHIBIT 23.3

                       Consent of Independent Accountants


     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  March  1,  1999  relating  to the
consolidated   financial   statements  and  financial   statement   schedule  of
Sacramento-Valley Limited Partnership, which appears in Roseville Communications
Company's Annual Report on Form 10-K for the year ended December 31, 1999, as
amended on August 2, 2000.

                                                /s/ PricewaterhouseCoopers LLP

San Francisco, California
July 28, 2000
<PAGE>



                                  EXHIBIT 23.4

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5 hereto and incorporated herein by
reference.

<PAGE>


                                   EXHIBIT 99

                        ROSEVILLE COMMUNICATIONS COMPANY

                           2000 EQUITY INCENTIVE PLAN

                     (As ADOPTED EFFECTIVE JANUARY 31, 2000)



                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1.      INTRODUCTION...................................................1

ARTICLE 2.      DEFINITIONS....................................................1

ARTICLE 3.      ADMINISTRATION.................................................4

         3.1      Committee Composition........................................4
         3.2      Committee Responsibilities...................................5
         3.3      Committee for Non-Officer Grants.............................5

ARTICLE 4.                 SHARES AVAILABLE FOR GRANTS.........................5

         4.1      Basic Limitation.............................................5
         4.2      Forfeited Shares.............................................5
         4.3      Dividend Equivalents.........................................6

ARTICLE 5.                 ELIGIBILITY.........................................6

         5.1      Incentive Stock Options......................................6
         5.2      Other Grants.................................................6

ARTICLE 6.                 OPTIONS.............................................6

         6.1      Stock Option Agreement.......................................6
         6.2      Number of Shares.............................................6
         6.3      Exercise Price...............................................7
         6.4      Exercisability and Term......................................7
         6.5      Effect of Change in Control..................................7
         6.6      Modification or Assumption of Options........................7
         6.7      Buyout Provisions............................................7

ARTICLE 7.                 PAYMENT FOR OPTION SHARES...........................8

         7.1      General Rule.................................................8
         7.2      Surrender of Stock...........................................8
         7.3      Exercise/Sale................................................8
         7.4      Exercise/Pledge..............................................8
         7.5      Promissory Note..............................................9
         7.6      Other Forms of Payment.......................................9

ARTICLE 8.                 AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS........9

         8.1      Annual Grants................................................9
         8.2      Accelerated Exercisability...................................9
         8.3      Exercise Price...............................................9
         8.4      Term.........................................................9

ARTICLE 9.                 STOCK APPRECIATION RIGHTS..........................10

         9.1      SAR Agreement...............................................10
         9.2      Number of Shares............................................10
         9.3      Exercise Price..............................................10
         9.4      Exercisability and Term.....................................10
         9.5      Effect of Change in Control.................................10
         9.6      Exercise of SARs............................................10
         9.7      Modification or Assumption of SARs..........................11

ARTICLE 10.       RESTRICTED SHARES...........................................11

         10.1     Restricted Stock Agreement..................................11
         10.2     Payment for Awards..........................................11
         10.3     Vesting Conditions..........................................11
         10.4     Voting and Dividend Rights..................................11

ARTICLE 11.       STOCK UNITS.................................................12

         11.1     Stock Unit Agreement........................................12
         11.2     Payment for Awards..........................................12
         11.3     Vesting Conditions..........................................12
         11.4     Voting and Dividend Rights..................................12
         11.5     Form and Time of Settlement of Stock Units..................12
         11.6     Death of Recipient..........................................13
         11.7     Creditors' Rights...........................................13

ARTICLE 12.       PERFORMANCE SHARES..........................................13

         12.1     Performance Share Agreement.................................13
         12.2     Grant of Performance Shares.................................13
         12.3     Modification of Grant.......................................14
         12.4     Terms of the Grant..........................................14
         12.5     Payment of Performance Shares...............................14

ARTICLE 13.       PROTECTION AGAINST DILUTION.................................15

         13.1     Adjustments.................................................15
         13.2     Dissolution or Liquidation..................................16
         13.3     Reorganizations.............................................16

ARTICLE 14.       DEFERRAL OF AWARDS..........................................16

ARTICLE 15.       AWARDS UNDER OTHER PLANS....................................17

ARTICLE 16.       PAYMENT OF DIRECTOR'S FEES IN SECURITIES....................17

         16.1     Effective Date..............................................17
         16.2     Elections to Receive NSOs, Restricted Shares or Stock Units.18
         16.3     Number and Terms of NSOs, Restricted Shares or Stock Units..18

ARTICLE 17.       LIMITATION ON RIGHTS........................................18

         17.1     Retention Rights............................................18
         17.2     Shareholders' Rights........................................18
         17.3     Regulatory Requirements.....................................18

ARTICLE 18.       WITHHOLDING TAXES...........................................19

         18.1     General.....................................................19
         18.2     Share Withholding...........................................19

ARTICLE 19.       FUTURE OF THE PLAN..........................................19

         19.1     Term of the Plan............................................19
         19.2     Amendment or Termination....................................19

ARTICLE 20.       LIMITATION ON PARACHUTE PAYMENTS............................19

         20.1     Scope of Limitation.........................................19
         20.2     Basic Rule..................................................20
         20.3     Reduction of Payments.......................................20
         20.4     Overpayments and Underpayments..............................21
         20.5     Related Corporations........................................21

ARTICLE 21.  EXECUTION........................................................21




                        ROSEVILLE COMMUNICATIONS COMPANY
                           2000 EQUITY INCENTIVE PLAN

ARTICLE 1......INTRODUCTION.

ARTICLE 1.  INTRODUCTION.

     The Plan was adopted by the Board  effective  January 31, 2000. The purpose
of the Plan is to promote the  long-term  success of the Company and creation of
shareholder   value  by  (a)  encouraging   Employees,   Outside  Directors  and
Consultants to focus on critical  long-range  objectives,  (b)  encouraging  the
attraction and retention of Employees,  Outside  Directors and Consultants  with
exceptional  qualifications  and (c) linking  Employees,  Outside  Directors and
Consultants directly to shareholder interests through increased share ownership.
The Plan seeks to achieve this  purpose by  providing  for Awards in the form of
Restricted  Shares,  Stock  Units,   Performance  Shares,   Options  (which  may
constitute  incentive  stock  options or  nonstatutory  stock  options) or stock
appreciation rights.

     The Plan shall be governed by, and construed in accordance  with,  the laws
of the State of California (except their choice-of-law provisions).

ARTICLE 2......DEFINITIONS.

ARTICLE 2.  DEFINITIONS.

     2.1...."Affiliate" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

     2.2...."Award"  means any award of an Option, an SAR, a Restricted Share, a
Stock  Unit or a  Performance  Share  under the Plan.

     2.3...."Board" means the Company's Board of Directors,  as constituted from
time to time.

     2.4....A "Change in Control" shall be deemed to have occurred if

          (A) any "person"  (as such term is used in Section  13(d) and 14(d) of
     the  Exchange  Act),  other  than a  trustee  or  other  fiduciary  holding
     securities under an employee benefit plan of the Company, is or becomes the
     "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
     directly or indirectly,  of securities of the Company  representing  Twenty
     percent (20%) or more of the combined  voting power of the  Company's  then
     outstanding voting securities;

          (B) there is a merger or  consolidation  of the  Company  in which the
     Company does not survive as an independent public company; or

          (C)  the   business  or   businesses   of  the  Company  for  which  a
     Participant's  services are  principally  performed  are disposed of by the
     Company  pursuant to a partial or complete  liquidation  of the Company,  a
     sale of  assets  (including  stock  of a  Subsidiary)  of the  Company,  or
     otherwise.  A transaction  shall not  constitute a Change in Control if its
     sole purpose is to change the state of the  Company's  incorporation  or to
     create a  holding  company  that  will be owned in  substantially  the same
     proportions  by the persons who held the Company's  securities  immediately
     before such transaction.

     2.5...."Code" means the Internal Revenue Code of 1986, as amended.

     2.6...."Committee"  means  the  Compensation  Committee  of the  Board,  as
described in Article 3.

     2.7...."Company"  means  Roseville  Communications  Company,  a  California
corporation.

     2.8...."Consultant"  means a consultant  or adviser who provides  bona fide
services  to  the  Company,  a  Parent,  a  Subsidiary  or  an  Affiliate  as an
independent  contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 5.1.

     2.9...."Employee"  means a common law employee of the Company,  a Parent, a
Subsidiary or an Affiliate.

     2.10..."Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

     2.11..."Exercise  Price,"  in the case of an  Option,  means the amount for
which one Share may be purchased  upon exercise of such Option,  as specified in
the applicable Stock Option Agreement.  "Exercise Price," in the case of an SAR,
means  an  amount,  as  specified  in the  applicable  SAR  Agreement,  which is
subtracted  from the Fair Market  Value of one Share in  determining  the amount
payable upon exercise of such SAR.

     2.12..."Fair Market Value" means the market price of Shares,  determined by
the Committee in good faith on such basis as it deems  appropriate.  Fair Market
Value may mean (i) if the  Company's  common  stock is  listed  on a  securities
exchange or is traded over the NASDAQ National Market System,  the closing sales
price of one Share on such exchange or other such system on an  applicable  date
or, in the absence of reported  sales on such date,  the closing  sales price on
the  immediately  preceding  date on which sales were  reported,  or (ii) if the
Company's common stock is not listed on a securities exchange or traded over the
NASDAQ  National  Market System,  the mean between the bid and offered prices of
the Share as quoted by the National  Association  of Securities  Dealer  through
NASDAQ, provided, that if the Committee determines that the fair market value is
not  properly  reflected by such NASDAQ  quotations,  the Fair Market Value will
mean the fair market value as  determined  by such other method as the Committee
determines  in  good  faith  to  be  reasonable.  Such  determination  shall  be
conclusive and binding on all persons.

     2.13..."ISO" means an incentive stock option described in Section 422(b) of
the Code.

     2.14..."NSO"  means a stock option not  described in Sections 422 or 423 of
the Code.

     2.15..."Option"  means an ISO or NSO granted  under the Plan and  entitling
the holder to purchase Shares.

     2.16..."Optionee" means an individual or estate who holds an Option or SAR.

     2.17..."Outside  Director"  means  a  member  of  the  Board  who is not an
Employee.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 5.1.

     2.18..."Parent"  means  any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  ending  with  the  Company,  if  each  of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     2.19..."Participant" means an individual or estate who holds an Award.

     2.20..."Performance  Share" means an Award to a  Participant  under Article
12.

     2.21..."Performance  Share  Agreement"  means  the  agreement  between  the
Company and a Participant which contains the terms,  conditions and restrictions
pertaining to such Performance Share.

     2.22..."Plan"  means this  Roseville  Communications  Company  2000  Equity
Incentive Plan, as amended from time to time.

     2.23..."Restricted Share" means a Share awarded under the Plan.

     2.24..."Restricted Stock Agreement" means the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.

     2.25..."SAR" means a stock appreciation right granted under the Plan.

     2.26..."SAR  Agreement"  means the  agreement  between  the  Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     2.27..."Share" means one share of the common stock of the Company.

     2.28..."Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms,  conditions and restrictions  pertaining to
his or her Option.

     2.29..."Stock  Unit" means a bookkeeping entry  representing the equivalent
of one Share, as awarded under the Plan.

     2.30..."Stock  Unit Agreement" means the agreement  between the Company and
the  recipient  of a  Stock  Unit  which  contains  the  terms,  conditions  and
restrictions pertaining to such Stock Unit.

     2.31..."Subsidiary"  means any  corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

ARTICLE 3......ADMINISTRATION.

ARTICLE 3.  ADMINISTRATION.

     3.1....Committee Composition

     3.1 Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist exclusively of two or more directors of the Company,
who shall be  appointed  by the  Board.  In  addition,  the  composition  of the
Committee shall satisfy:

          (a) Such  requirements  as the Securities and Exchange  Commission may
     establish  for  administrators  acting under plans  intended to quality for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (b) Such  requirements  as the Internal  Revenue Service may establish
     for Outside  Directors acting under plans intended to qualify for exemption
     under section 162(m)(4)(C) of the Code.

     3.2....Committee Responsibilities

     3.2 Committee Responsibilities. The Committee shall

          (a) Select the Employees, Outside Directors and Consultants who are to
     receive Awards under the Plan,

          (b)  Determine  the  type,  number,  vesting  requirements  and  other
     features and conditions of such Awards,

          (c)  Interpret the Plan and (d) make all other  decisions  relating to
     the operation of the Plan. The Committee may adopt such rules or guidelines
     as  it  deems   appropriate   to  implement  the  Plan.   The   Committee's
     determinations under the Plan shall be final and binding on all persons.

     3.3....Committee for Non-Officer Grants

     3.3  Committee  for  Non-Officer  Grants.  The  Board  may also  appoint  a
secondary  committee  of the  Board,  which  shall  be  composed  of two or more
directors of the Company who need not satisfy the  requirements  of Section 3.1.
Such  secondary  committee may administer the Plan with respect to Employees and
Consultants  who are not  considered  officers or directors of the Company under
Section  16 of the  Exchange  Act,  may  grant  Awards  under  the  Plan to such
Employees and  Consultants and may determine all features and conditions of such
Awards. Within the limitations of this Section 3.3, any reference in the Plan to
the Committee shall include such secondary committee.

ARTICLE 4......SHARES AVAILABLE FOR GRANTS.

ARTICLE 4.  SHARES AVAILABLE FOR GRANTS.

     4.1....Basic Limitation

     4.1.  Basic  Limitation.  Shares  issued  pursuant  to the  Plan  shall  be
authorized but unissued  shares.  The aggregate  number of Options,  SARs, Stock
Units, Restricted Shares and Performance Shares awarded under the Plan shall not
exceed Eight Hundred Thousand  (800,000) Shares.  The limitation of this Section
4.1 shall be subject to adjustment pursuant to Article 13.

     4.2....Forfeited Shares

     4.2. Annual Increase in Shares. If Restricted Shares, Performance Shares or
Shares issued upon the exercise of Options are forfeited, then such Shares shall
again become  available  for Awards under the Plan.  If Stock Units,  Options or
SARs are  forfeited or terminate  for any other reason  before being  exercised,
then the corresponding  Shares shall again become available for Awards under the
Plan.  If Stock  Units  are  settled,  then only the  number of Shares  (if any)
actually  issued in  settlement  of such  Stock  Units  shall  reduce the number
available  under  Section 4.1 and the balance  shall again become  available for
Awards under the Plan. If SARs are exercised, then only the number of Shares (if
any)  actually  issued  in  settlement  of such SARs  shall  reduce  the  number
available  under  Section 4.1 and the balance  shall again become  available for
Awards under the Plan. The foregoing  notwithstanding,  the aggregate  number of
Shares that may be issued  under the Plan upon the exercise of ISOs shall not be
increased  when  Restricted  Shares,  Performance  Shares  or other  Shares  are
forfeited.

     4.3....Dividend Equivalents

     4.4....Dividend  Equivalents.  Any  dividend  equivalents  paid or credited
under the Plan shall not be applied  against  the number of  Restricted  Shares,
Performance Shares, Stock Units,  Options or SARs available for Awards,  whether
or not such dividend equivalents are converted into Stock Units.

ARTICLE 5......ELIGIBILITY

ARTICLE 5.  ELIGIBILITY.

     5.1....Incentive Stock Options

     5.1 Incentive Stock Options. Only Employees who are common-law employees of
the Company,  a Parent or a Subsidiary  shall be eligible for the grant of ISOs.
In  addition,  an Employee who owns more than 10% of the total  combined  voting
power of all classes of  outstanding  stock of the Company or any of its Parents
or  Subsidiaries  shall  not be  eligible  for the  grant of an ISO  unless  the
requirements set forth in section 422(c)(6) of the Code are satisfied.

     5.2......Other Grants

     5.2 Other Grants.  Only Employees,  Outside Directors and Consultants shall
be eligible for the grant of Restricted Shares, Performance Shares, Stock Units,
NSOs or SARs.

ARTICLE 6......OPTIONS

ARTICLE 6.  OPTIONS.

     6.1....Stock Option Agreement

     6.1. Stock Option  Agreement.  Each grant of an Option under the Plan shall
be evidenced by a Stock Option  Agreement  between the Optionee and the Company.
Such  Option  shall be  subject to all  applicable  terms of the Plan and may be
subject to any other terms that are not  inconsistent  with the Plan.  The Stock
Option  Agreement  shall  specify  whether  the Option is an ISO or an NSO.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other  compensation.  A Stock Option Agreement may provide that a
new  Option  will  be  granted  automatically  to the  Optionee  when  he or she
exercises a prior  Option and pays the Exercise  Price in the form  described in
Section 7.2.

     6.2....Number of Shares

     6.2.   Number  of Shares.  Each Stock Option  Agreement  shall  specify the
number of Shares  subject to the Option and shall provide for the  adjustment of
such number in accordance  with Article 13. Options granted to any Optionee in a
single  fiscal year of the  Company  shall not cover more than  200,000  Shares,
except that Options  granted to a new Employee in the fiscal year of the Company
in which his or her service as an Employee first  commences shall not cover more
than 25,000 Shares. The limitations set forth in the preceding sentence shall be
subject to adjustment in accordance with Article 13.

     6.3....Exercise Price

     6.3. Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price;  provided that the Exercise  Price under an ISO shall in no event be less
than  100% of the Fair  Market  Value  of a Share  on the date of grant  and the
Exercise  Price  under an NSO  shall  in no  event be less  than 85% of the Fair
Market  Value of a Share on the date of  grant.  In the case of an NSO,  a Stock
Option  Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.

     6.4....Exercisability and Term

     6.4  Exercisability and Term. Each Stock Option Agreement shall specify the
date  or  event  when  all  or  any  installment  of  the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option;  provided that the term of an ISO shall in no event exceed 10 years from
the  date of  grant.  A Stock  Option  Agreement  may  provide  for  accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration  prior to the end of its term in the
event of the  termination of the Optionee's  service.  Options may be awarded in
combination  with SARs,  and such an Award may provide that the Options will not
be exercisable unless the related SARs are forfeited.

     6.5....Effect of Change in Control

     6.5 Effect of Change in Control.  The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
as to all or part of the  Shares  subject  to such  Option in the  event  that a
Change in Control occurs with respect to the Company, subject to the limitations
that, in the case of an ISO, the acceleration of exercisability  shall not occur
without the Optionee's written consent.

     6.6......Modification or Assumption of Options

     6.6  Modification  or Assumption of Options.  Within the limitations of the
Plan,  the Committee  may modify,  extend or assume  outstanding  options or may
accept the  cancellation of outstanding  options (whether granted by the Company
or by another  issuer) in return for the grant of new  options for the same or a
different  number of shares and at the same or a different  exercise price.  The
foregoing  notwithstanding,  no  modification  of an Option  shall,  without the
consent of the Optionee,  alter or impair his or her rights or obligations under
such Option.

     6.7......Buyout Provisions

     6.7. Buyout Provisions. The Committee may at any time

               (a)  Offer to buy out for a payment  in cash or cash  equivalents
                    an Option previously granted or

               (b)  authorize  an  Optionee  to  elect  to  cash  out an  Option
                    previously  granted,  in either  case at such time and based
                    upon  such  terms  and  conditions  as the  Committee  shall
                    establish.

ARTICLE 7......PAYMENT FOR OPTION SHARES

ARTICLE 7.  PAYMENT FOR OPTION SHARES.

     7.1....General Rule

     7.1. General Rule. The entire Exercise Price of Shares issued upon exercise
of Options  shall be payable in cash or cash  equivalents  at the time when such
Shares are purchased, except as follows:

     (a)  In the case of an ISO granted  under the Plan,  payment  shall be made
          only pursuant to the express provisions of the applicable Stock Option
          Agreement.  The Stock Option Agreement may specify that payment may be
          made in any form(s) described in this Article 7. (b) In the case of an
          NSO,  the  Committee  may at any time  accept  payment in any  form(s)
          described in this Article 7.

     7.2....Surrender of Stock

     7.2. Surrender of Stock. To the extent that this Section 7.2 is applicable,
all or any part of the Exercise Price may be paid by surrendering,  or attesting
to the ownership of, Shares that are already owned by the Optionee.  Such Shares
shall be valued at their Fair  Market  Value on the date when the new Shares are
purchased  under the Plan. The Optionee  shall not  surrender,  or attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the  Company to  recognize  compensation  expense  (or  additional  compensation
expense) with respect to the Option for financial reporting purposes.

     7.3....Exercise/Sale

     7.3. Exercise/Sale.  To the extent that this Section 7.3 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form  prescribed by the Company) an irrevocable  direction to a
securities  broker  approved  by the  Company  to sell all or part of the Shares
being  purchased under the Plan and to deliver all or part of the sales proceeds
to the Company.

     7.4....Exercise/Pledge

     7.4.  Exercise/Pledge.  To the extent that this Section 7.4 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed by the Company) an  irrevocable  direction to
pledge all or part of the Shares being  purchased under the Plan to a securities
broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company.

     7.5....Promissory Note

     7.5.  Promissory  Note. To the extent that this Section 7.5 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed  by the Company) a  full-recourse  promissory
note.

     7.6....Other Forms of Payment

     7.6.  Other  Forms of  Payment.  To the  extent  that this  Section  7.6 is
applicable,  all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable  laws,  regulations
and rules.

ARTICLE 8......AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS

ARTICLE 8.  AUTOMATIC OPTION
            GRANTS TO OUTSIDE DIRECTORS.

     8.1....Annual Grants

     8.1.  Annual Grants.  Upon the conclusion of each regular annual meeting of
the Company's  stockholders  held in the year 2000 or  thereafter,  each Outside
Director who will  continue  serving as a member of the Board  thereafter  shall
receive an NSO covering 1,250 Shares  (subject to adjustment  under Article 12).
NSOs  granted  under this Section 8.1 shall  become  exercisable  in full on the
first anniversary of the date of grant.

     8.2....Accelerated Exercisability

     8.2  Accelerated  Exercisability.  All NSOs granted to an Outside  Director
under this Article 8 shall also become exercisable in full in the event of:

     (a)  The termination of such Outside  Director's  service because of death,
          total and  permanent  disability  or retirement at or after age 70 and
          1/2 ; or

     (b)  A Change in Control with respect to the Company.

     8.3....Exercise Price

     8.3.  Exercise  Price.  The  Exercise  Price  under all NSOs  granted to an
Outside  Director under this Article 8 shall be equal to 100% of the Fair Market
Value of a Share on the date of grant,  payable in one of the forms described in
Sections 7.1, 7.2, 7.3 and 7.4.

     8.4....Term

     8.4 Term.  All NSOs  granted to an Outside  Director  under this  Article 8
shall terminate on the earliest of

     (a)  the 10th anniversary of the date of grant,

     (b)  the date  three (3)  months  after  the  termination  of such  Outside
          Director's  service  for any  reason  other  than  death or total  and
          permanent disability or

     (c)  the  date  six (6)  months  after  the  termination  of  such  Outside
          Director's service because of death or total and permanent disability.

ARTICLE 9......STOCK APPRECIATION RIGHTS

ARTICLE 9.  STOCK APPRECIATION RIGHTS.

     9.1....SAR Agreement

     9.1....SAR  Agreement.  Each  grant  of an SAR  under  the  Plan  shall  be
evidenced by an SAR  Agreement  between the  Optionee and the Company.  Such SAR
shall be subject to all  applicable  terms of the Plan and may be subject to any
other  terms that are not  inconsistent  with the Plan.  The  provisions  of the
various SAR Agreements  entered into under the Plan need not be identical.  SARs
may  be  granted  in  consideration  of a  reduction  in  the  Optionee's  other
compensation.

     9.2....Number of Shares

     9.2.  Number of Shares.  Each SAR  Agreement  shall  specify  the number of
Shares to which the SAR pertains and shall  provide for the  adjustment  of such
number in  accordance  with Article 13. SARs granted to any Optionee in a single
calendar year shall in no event pertain to more than 200,000 Shares, except that
SARs granted to a new Employee in the fiscal year of the Company in which his or
her service as an Employee first commences shall not pertain to more than 25,000
Shares.  The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Article 13.

     9.3....Exercise Price

     9.3.  Exercise Price.  Each SAR Agreement shall specify the Exercise Price.
An SAR Agreement may specify an Exercise Price that varies in accordance  with a
predetermined formula while the SAR is outstanding.

     9.4....Exercisability and Term

     9.4.  Exercisability  and Term.  Each SAR Agreement  shall specify the date
when  all or any  installment  of the  SAR is to  become  exercisable.  The  SAR
Agreement  shall also specify the term of the SAR. An SAR  Agreement may provide
for accelerated  exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service.  SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited.  An SAR may be
included  in an ISO only at the time of grant but may be  included  in an NSO at
the time of grant or thereafter.  An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     9.5....Effect of Change in Control

     9.5. Effect of Change in Control. The Committee may determine,  at the time
of granting an SAR or thereafter,  that such SAR shall become fully  exercisable
as to all  Shares  subject  to such SAR in the event  that a Change  in  Control
occurs with respect to the Company.

     9.6....Exercise of SARs

     9.6. Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person
having the right to exercise the SAR after his or her death) shall  receive from
the Company

     (a)  Shares,

     (b)  Cash or

     (c)  A combination  of Shares and cash, as the Committee  shall  determine.
          The amount of cash  and/or the Fair  Market  Value of Shares  received
          upon exercise of SARs shall, in the aggregate,  be equal to the amount
          by which  the Fair  Market  Value  (on the date of  surrender)  of the
          Shares subject to the SARs exceeds the Exercise Price. If, on the date
          when an SAR expires,  the  Exercise  Price under such SAR is less than
          the Fair Market Value on such date but any portion of such SAR has not
          been exercised or surrendered,  then such SAR shall  automatically  be
          deemed to be exercised as of such date with respect to such portion.

     9.7....Modification or Assumption of SARs

     9.7.  Modification  or Assumption of SARs.  Within the  limitations  of the
Plan, the Committee may modify,  extend or assume outstanding SARs or may accept
the  cancellation  of  outstanding  SARs  (whether  granted by the Company or by
another  issuer) in return for the grant of new SARs for the same or a different
number of shares and at the same or a different  exercise  price.  The foregoing
notwithstanding,  no  modification  of an SAR shall,  without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

ARTICLE 10......RESTRICTED SHARES

ARTICLE 10. RESTRICTED SHARES.

     10.1...Restricted Stock Agreement

     10.1 Restricted Stock Agreement.  Each grant of Restricted Shares under the
Plan shall be evidenced by a Restricted  Stock  Agreement  between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into
under the Plan need not be identical.

     10.2...Payment for Awards

     10.2.  Payment  for Awards.  Restricted Shares may be sold or awarded under
the  Plan for such  consideration  as the  Committee  may  determine,  including
(without  limitation)  cash, cash equivalents,  full-recourse  promissory notes,
past services and future services.

     10.3...Vesting Conditions

     10.3.  Vesting  Conditions.  Each Award of Restricted Shares may or may not
be subject to vesting.  Vesting shall occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Restricted Stock  Agreement.  A
Restricted  Stock Agreement may provide for accelerated  vesting in the event of
the Participant's death, disability or retirement or other events. The Committee
may determine, at the time of granting Restricted Shares or thereafter, that all
or part of such Restricted Shares shall become vested in the event that a Change
in Control occurs with respect to the Company.

     10.4...Voting and Dividend Rights

     10.4 Voting and Dividend Rights.  The holders of Restricted  Shares awarded
under the Plan  shall have the same  voting,  dividend  and other  rights as the
Company's other shareholders. A Restricted Stock Agreement, however, may require
that the holders of  Restricted  Shares  invest any cash  dividends  received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same  conditions and  restrictions as the Award with respect to which the
dividends were paid.

ARTICLE 11......STOCK UNITS

ARTICLE 11. STOCK UNITS.

     11.1...Stock Unit Agreement

     11.1. Stock Unit Agreement.  Each grant of Stock Units under the Plan shall
be evidenced by a Stock Unit  Agreement  between the  recipient and the Company.
Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject  to any  other  terms  that  are not  inconsistent  with the  Plan.  The
provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical.  Stock Units may be granted in consideration of a reduction in
the recipient's other compensation.

     11.2...Payment for Awards

     11.2.  Payment  for  Awards.  To the extent that an Award is granted in the
form of Stock  Units,  no cash  consideration  shall be  required  of the  Award
recipients.

     11.3...Vesting Conditions

     11.3.  Vesting  Conditions.  Each  Award of Stock  Units  may or may not be
subject to  vesting.  Vesting  shall  occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Stock Unit  Agreement.  A Stock
Unit  Agreement  may  provide  for  accelerated  vesting  in  the  event  of the
Participant's death, disability or retirement or other events. The Committee may
determine,  at the time of granting Stock Units or thereafter,  that all or part
of such Stock  Units shall  become  vested in the event that a Change in Control
occurs with respect to the Company.

     11.4...Voting and Dividend Rights

     11.4 Voting and Dividend  Rights.  The holders of Stock Units shall have no
voting rights.  Prior to settlement or forfeiture,  any Stock Unit awarded under
the Plan may, at the Committee's  discretion,  carry with it a right to dividend
equivalents.  Such right entitles the holder to be credited with an amount equal
to all cash  dividends  paid on one Share  while the Stock Unit is  outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend  equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution,  any dividend equivalents which
are not paid shall be subject to the same  conditions  and  restrictions  as the
Stock Units to which they attach.

     11.5...Form and Time of Settlement of Stock Units

     11.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of

     (a)  Cash,

     (b)  Shares or

     (c)  Any  combination of both, as determined by the  Committee.  The actual
          number of Stock Units eligible for settlement may be larger or smaller
          than the number included in the original Award, based on predetermined
          performance  factors.  Methods of converting Stock Units into cash may
          include (without limitation) a method based on the average Fair Market
          Value of Shares over a series of trading days.  Vested Stock Units may
          be  settled in a lump sum or in  installments.  The  distribution  may
          occur or commence when all vesting conditions  applicable to the Stock
          Units have been satisfied or have lapsed, or it may be deferred to any
          later date. The amount of a deferred  distribution may be increased by
          an interest factor or by dividend equivalents. Until an Award of Stock
          Units is  settled,  the number of such Stock Units shall be subject to
          adjustment pursuant to Article 13.

     11.6...Death of Recipient

     11.6 Death of Recipient.  Any Stock Units Award that becomes  payable after
the  recipient's  death shall be distributed to the  recipient's  beneficiary or
beneficiaries.  Each  recipient  of a Stock  Units  Award  under the Plan  shall
designate one or more  beneficiaries  for this purpose by filing the  prescribed
form with the Company.  A beneficiary  designation  may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary  was designated or if no designated  beneficiary  survives the
Award  recipient,  then any Stock Units  Award that  becomes  payable  after the
recipient's death shall be distributed to the recipient's estate.

     11.7...Creditors' Rights

     11.7. Creditors' Rights. A holder of Stock Units shall have no rights other
than those of a general  creditor  of the  Company.  Stock  Units  represent  an
unfunded  and  unsecured  obligation  of the  Company,  subject to the terms and
conditions of the applicable Stock Unit Agreement.

ARTICLE 12......PERFORMANCE SHARES

ARTICLE 12. PERFORMANCE SHARES

     12.1...Performance Share Agreement

     12.1.  Performance Share Agreement.  Each grant of Performance Shares under
the Plan  shall be  evidenced  by a  Performance  Share  Agreement  between  the
Participant  and the Company.  Such  Performance  Shares shall be subject to all
applicable  terms of the Plan and may be subject to any other terms that are not
inconsistent  with the Plan.  The  provisions of the various  Performance  Share
Agreements entered into under the Plan need not be identical.

     12.2...Grant of Performance Shares

     12.2. Grant of Performance Shares.  Before the grant of Performance Shares,
the Committee shall:

     (a)  determine objective performance goals, which may consist of any one or
          more of the  following  goals  deemed  appropriate  by the  Committee:
          earnings (either in the aggregate or on a per-share basis),  operating
          income, cash flow, including EBITDA (earnings before interest,  taxes,
          depreciation and  amortization),  return on equity,  per share rate of
          return on the Shares (including  dividends),  general indices relative
          to  levels of  general  customer  service  satisfaction,  as  measured
          through various  randomly-generated  customer service surveys,  market
          share  (in one or more  markets),  customer  retention  rates,  market
          penetration  rates,  revenues,  reductions in expense levels,  and the
          attainment  by the Shares of a specified  market value for a specified
          period of time, in each case where applicable to be determined  either
          on a  Company-wide  basis or in  respect  of any one or more  business
          units,  and the amount of compensation  under the goals  applicable to
          such grant;

     (b)  designate  a  period  for  the  measurement  of the  extent  to  which
          performance  goals are attained,  which may begin prior to the date of
          grant (the "Performance Period"); and

     (c)  assign a  "Performance  Percentage"  to each  level of  attainment  of
          performance goals during the Performance  Period,  with the percentage
          applicable to minimum attainment being zero percent and the percentage
          applicable to maximum  attainment  to the  determined by the Committee
          from time to time, but not in excess of 250%.

     12.3...Modification of Grant

     12.3.  Modification  of Grant.  If a Participant is promoted,  demoted,  or
transferred  to a different  business  unit of the Company  during a Performance
Period,  then,  to the extent the  Committee  determines  any one or more of the
performance goals,  Performance Period, or Performance  Percentage are no longer
appropriate,  the Committee may make any changes thereto as it deems appropriate
in order to make them appropriate.

     12.4...Terms of the Grant

     12.4. Terms of the Grant.  When granted,  Performance  Shares may, but need
not, be identified with Shares subject to a specific Option, specific Restricted
Shares,  or specific SARs of the Participant  granted under the Plan in a number
equal to or different from the number of the Performance  Shares so granted.  If
Performance  Shares are so identified,  then,  unless otherwise  provided in the
applicable  Award,  the  Participant's   associated   Performance  Shares  shall
terminate upon (a) the expiration,  termination,  forfeiture, or cancellation of
the Option,  Restricted  Shares,  or SARs with which the Performance  Shares are
identified,  (b) the exercise of such Option or SARs, or (c) the date Restricted
Shares become nonforfeitable.

     12.5...Payment of Performance Shares

     12.5.  Payment of  Performance  Shares.  Unless  otherwise  provided in the
Performance Share Agreement, if the minimum performance goals applicable to such
Performance Shares have been achieved during the applicable  Performance Period,
then the Company shall pay to the Participant that number of Shares equal to the
product of:

     (a)  the  sum  of  (i)  number  of  Performance  Shares  specified  in  the
          applicable  Award  agreement  and (ii) the number of Shares that would
          have  been  issuable  if  such  Performance  Shares  had  been  Shares
          outstanding throughout the Performance Period and the stock dividends,
          cash dividends (except as otherwise  provided in the Performance Share
          Agreement)  and other property paid in respect of such shares had been
          reinvested  in  additional  Shares as of each  dividend  payment date,
          multiplied by

     (b)  the Performance  Percentage  achieved during such Performance  Period.
          The Committee may, in its  discretion,  determine that cash be paid in
          lieu of some or all of such Shares. The amount of cash payable in lieu
          of a Share  shall be  determined  by valuing  such  shares at its Fair
          Market Value on the business day next  preceding the date such cash is
          to be paid. Payments pursuant to this Section shall be made as soon as
          administratively practical after the end of the applicable Performance
          Period.  Any Performance  Shares with respect to which the performance
          goals  shall  not  have  been  achieved  by the end of the  applicable
          Performance period shall expire.

ARTICLE 13......PROTECTION AGAINST DILUTION

ARTICLE 13. PROTECTION AGAINST DILUTION.

     13.1...Adjustments

     13.1. Adjustments. In the event of a subdivision of the outstanding Shares,
a  declaration  of a dividend  payable in Shares,  a  declaration  of a dividend
payable in a form other than Shares in an amount  that has a material  effect on
the price of Shares, a combination or  consolidation  of the outstanding  Shares
(by   reclassification   or  otherwise)  into  a  lesser  number  of  Shares,  a
recapitalization,  a spin-off or a similar occurrence,  the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of:

     (a)  The number of Options, SARs, Restricted Shares, Performance Shares and
          Stock Units available for future Awards under Article 4;

     (b)  The limitations set forth in Sections 6.2 and 9.2;

     (c)  The number of NSOs to be granted to Outside Directors under Article 8;

     (d)  The number of Shares covered by each outstanding Option and SAR;

     (e)  The Exercise Price under each outstanding Option and SAR; or

     (f)  The number of Stock  Units  included  in any prior Award which has not
          yet been settled.

Except as provided in this  Article  13, a  Participant  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.

     13.2...Dissolution or Liquidation

     13.2. Dissolution or Liquidation. To the extent not previously exercised or
settled,  Options, SARs and Stock Units shall terminate immediately prior to the
dissolution or liquidation of the Company.

     13.3...Reorganizations

     13.3. Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization Such agreement shall provide for:

     (a)  The  continuation  of the  outstanding  Awards by the Company,  if the
          Company is a surviving corporation;

     (b)  The assumption of the outstanding Awards by the surviving  corporation
          or its parent or subsidiary;

     (c)  The  substitution  by  the  surviving  corporation  or its  parent  or
          subsidiary of its own awards for the outstanding Awards;

     (d)  Full  exercisability  or vesting  and  accelerated  expiration  of the
          outstanding Awards; or

     (e)  Settlement of the full value of the outstanding Awards in cash or cash
          equivalents followed by cancellation of such Awards.

ARTICLE 14......DEFERRAL OF AWARDS

ARTICLE 14. DEFERRAL OF AWARDS.

The Committee (in its sole discretion) may permit or require a Participant to:

     (a)  Have cash that otherwise would be paid to such Participant as a result
          of the exercise of an SAR or the settlement of Stock Units credited to
          a deferred  compensation  account  established for such Participant by
          the Committee as an entry on the Company's books;

     (b)  Have Shares that otherwise would be delivered to such Participant as a
          result of the  exercise  of an Option or SAR  converted  into an equal
          number of Stock Units; or

     (c)  Have Shares that otherwise would be delivered to such Participant as a
          result of the exercise of an Option or SAR or the  settlement of Stock
          Units  converted  into  amounts  credited  to a deferred  compensation
          account  established for such Participant by the Committee as an entry
          on the Company's books.  Such amounts shall be determined by reference
          to the Fair  Market  Value of such  Shares  as of the date  when  they
          otherwise would have been delivered to such Participant.

A  deferred  compensation  account  established  under  this  Article  14 may be
credited with interest or other forms of investment return, as determined by the
Committee.  A Participant for whom such an account is established  shall have no
rights other than those of a general  creditor of the  Company.  Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and  conditions of the  applicable  agreement  between such
Participant  and the  Company.  If the  deferral  or  conversion  of  Awards  is
permitted or required,  the  Committee  (in its sole  discretion)  may establish
rules,  procedures  and forms  pertaining  to such  Awards,  including  (without
limitation) the settlement of deferred  compensation  accounts established under
this Article 14.

ARTICLE 15......AWARDS UNDER OTHER PLANS

ARTICLE 15. AWARDS UNDER OTHER PLANS.

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Shares  issued  under this Plan.  Such Shares shall be
treated for all  purposes  under the Plan like Shares  issued in  settlement  of
Stock Units and shall, when issued,  reduce the number of Shares available under
Article 4.

ARTICLE 16......PAYMENT OF DIRECTOR'S FEES IN SECURITIES

ARTICLE 16. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

     16.1...Effective Date

     16.1.  Effective  Date.  No provision of this Article 16 shall be effective
unless and until the Board has determined to implement such provision.

     16.2...Elections to Receive NSOs, Restricted Shares or Stock Units

     16.2.  Elections to Receive  NSOs,  Restricted  Shares or Stock  Units.  An
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash,  NSOs,  Restricted  Shares or
Stock Units, or a combination  thereof,  as determined by the Board.  Such NSOs,
Restricted  Shares and Stock Units shall be issued  under the Plan.  An election
under this Article 16 shall be filed with the Company on the prescribed form.

     16.3...Number and Terms of NSOs, Restricted Shares or Stock Units

     16.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number
of NSOs,  Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual  retainers and meeting fees that would  otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

ARTICLE 17......LIMITATION ON RIGHTS

ARTICLE 17. LIMITATION ON RIGHTS.

     17.1...Retention Rights

     17.1.  Retention  Rights.  Neither the Plan nor any Award granted under the
Plan  shall be deemed  to give any  individual  a right to  remain an  Employee,
Outside  Director or Consultant.  The Company and its Parents,  Subsidiaries and
Affiliates  reserve the right to terminate the service of any Employee,  Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws,  the  Company's  articles  of  incorporation  and  bylaws  and  a  written
employment agreement (if any).

     17.2...Shareholders' Rights

     17.2.  Shareholders'  Rights. A Participant  shall have no dividend rights,
voting  rights or other  rights as a  shareholder  with  respect  to any  Shares
covered by his or her Award prior to the time when a stock  certificate for such
Shares is issued or, if applicable,  the time when he or she becomes entitled to
receive  such Shares by filing any  required  notice of exercise  and paying any
required Exercise Price. No adjustment shall be made for cash dividends or other
rights for which the  record  date is prior to such  time,  except as  expressly
provided in the Plan.

     17.3...Regulatory Requirements

     17.3   Regulatory   Requirements.   Any   other   provision   of  the  Plan
notwithstanding,  the  obligation  of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any  regulatory  body as may be required.  The Company  reserves the right to
restrict,  in whole or in part,  the  delivery  of Shares  pursuant to any Award
prior to the satisfaction of all legal requirements  relating to the issuance of
such Shares, to their registration,  qualification or listing or to an exemption
from registration, qualification or listing.

ARTICLE 18......WITHHOLDING TAXES

ARTICLE 18. WITHHOLDING TAXES.

     18.1...General

     18.1. General.  To the extent required by applicable federal,  state, local
or foreign law, a Participant  or his or her successor  shall make  arrangements
satisfactory  to  the  Company  for  the  satisfaction  of any  withholding  tax
obligations  that arise in  connection  with the Plan.  The Company shall not be
required to issue any Shares or make any cash payment  under the Plan until such
obligations are satisfied.

     18.2...Share Withholding

     18.2. Share Withholding.  The Committee may permit a Participant to satisfy
all or part of his or her  withholding  or income tax  obligations by having the
Company  withhold all or a portion of any Shares that otherwise  would be issued
to his or her or by  surrendering  all or a portion of any Shares that he or she
previously  acquired.  Such Shares shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash.

ARTICLE 19......FUTURE OF THE PLAN

ARTICLE 19. FUTURE OF THE PLAN.

     19.1...Term of the Plan

     19.1.  Term of the  Plan.  The  Plan,  as set forth  herein,  shall  become
effective  on January  31,  2000.  The Plan shall  remain in effect  until it is
terminated under Section 19.2,  except that no ISOs shall be granted on or after
the 10th  anniversary  of the later of (a) the date when the Board  adopted  the
Plan or (b) the date when the Board  adopted  the most  recent  increase  in the
number of Shares  available  under Article 4 which was approved by the Company's
shareholders.

     19.2...Amendment or Termination

     19.2.  Amendment  or  Termination.  The Board may,  at any time and for any
reason,  amend or terminate  the Plan. An amendment of the Plan shall be subject
to the approval of the  Company's  shareholders  only to the extent  required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the  termination  thereof.  The  termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.

ARTICLE 20.....LIMITATION ON PARACHUTE PAYMENTS

ARTICLE 20. LIMITATION ON PARACHUTE PAYMENTS.

     20.1...Scope of Limitation

     20.1. Scope of Limitation. This Article 20 shall apply to an Award only if:

     (a)  The  independent  auditors  most  recently  selected by the Board (the
          "Auditors")  determine  that the after-tax  value of such Award to the
          Participant,  taking into account the effect of all federal, state and
          local income taxes,  employment  taxes and excise taxes  applicable to
          the  Participant  (including  the excise tax under section 4999 of the
          Code),  will be greater after the  application of this Article 20 than
          it was before the application of this Article 20, or

     (b)  The Committee, at the time of making an Award under the Plan or at any
          time thereafter, specifies in writing that such Award shall be subject
          to this Article 20 (regardless of the after-tax value of such Award to
          the Participant).

If this  Article  20  applies  to an  Award,  it shall  supersede  any  contrary
provision of the Plan or of any Award granted under the Plan.

     20.2...Basic Rule

     20.2. Basic Rule. In the event that the independent  auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant  (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of
the provisions  concerning  "excess  parachute  payments" in Section 28OG of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Article 20, the "Reduced
Amount" shall be the amount,  expressed as a present value,  which maximizes the
aggregate  present  value of the  Payments  without  causing  any  Payment to be
nondeductible by the Company because of Section 28OG of the Code.

     20.3...Reduction of Payments

     20.3.  Reduction of Payments.  If the Auditors  determine  that any Payment
would be  nondeductible by the Company because of Section 28OG of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the  detailed  calculation  thereof  and  of  the  Reduced  Amount,  and  the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments  shall be eliminated or reduced (as long as after such election the
aggregate  present  value of the Payments  equals the Reduced  Amount) and shall
advise the Company in writing of his or her  election  within 10 days of receipt
of notice.  If no such  election is made by the  Participant  within such 10-day
period,  then the Company may elect which and how much of the Payments  shall be
eliminated  or reduced (as long as after such  election  the  aggregate  present
value  of  the  Payments  equals  the  Reduced  Amount)  and  shall  notify  the
Participant promptly of such election.  For purposes of this Article 20, present
value shall be determined in accordance with Section 28OG(d)(4) of the Code. All
determinations  made by the Auditors under this Article 20 shall be binding upon
the  Company  and the  Participant  and shall be made within 60 days of the date
when a Payment  becomes  payable or  transferable.  As promptly  as  practicable
following such determination and the elections hereunder,  the Company shall pay
or transfer to or for the benefit of the  Participant  such  amounts as are then
due to him or her under the Plan and shall  promptly  pay or  transfer to or for
the benefit of the  Participant  in the future such amounts as become due to him
or her under the Plan.

     20.4.....Overpayments and Underpayments20.4 Overpayments and Underpayments.
As a result of uncertainty in the application of Section 28OG of the Code at the
time of an initial determination by the Auditors hereunder,  it is possible that
Payments  will have been made by the Company  that should not have been made (an
"Overpayment")  or that additional  Payments that will not have been made by the
Company could have been made (an  "Underpayment"),  consistent in each case with
the calculation of the Reduced Amount hereunder. In the event that the Auditors,
based upon the assertion of a deficiency by the Internal Revenue Service against
the Company or the Participant  that the Auditors believe has a high probability
of success,  determine that an Overpayment has been made, such Overpayment shall
be treated for all purposes as a loan to the  Participant  which he or she shall
repay to the Company,  together  with  interest at the  applicable  federal rate
provided in Section 7872(f)(2) of the Code;  provided,  however,  that no amount
shall be payable by the  Participant  to the  Company if and to the extent  that
such payment would not reduce the amount  subject to taxation under Section 4999
of the Code. In the event that the Auditors  determine that an Underpayment  has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for  the  benefit  of  the  Participant,  together  with  interest  at the
applicable federal rate provided in Section 7872(f)(2) of the Code.

     20.5...Related Corporations

     20.5.  Related  Corporations.  For  purposes  of this  Article 20, the term
"Company" shall include affiliated  corporations to the extent determined by the
Auditors in accordance with Section 28OG(d)(5) of the Code.

ARTICLE 21......EXECUTION

ARTICLE 21. EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.

                                       ROSEVILLE COMMUNICATIONS COMPANY



                                       By:

                                       Title:
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 82191}]
{"company-data": {"conformed-name": "ROSEVILLE COMMUNICATIONS CO", "cik": "0000943117", "assigned-sic": "4813", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42870", "film-number": "684628"}, "business-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969", "phone": "9167861407"}, "mail-address": {"street1": "211 LINCOLN ST", "city": "ROSEVILLE", "state": "CA", "zip": "95678-0969"}, "former-company": {"former-conformed-name": "ROSEVILLE COMTECH", "date-changed": "19950328"}}
Registration No. ____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      under

                           The Securities Act of 1933

                        ROSEVILLE COMMUNICATIONS COMPANY

               (Exact name of issuer as specified in its charter)

           California                                      68-0365195
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                 211 Lincoln Street, Roseville California 95678

               (Address of principal executive offices) (Zip Code)

                        ROSEVILLE COMMUNICATIONS COMPANY

                           2000 EQUITY INCENTIVE PLAN

                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                             Cooper, White & Cooper
                        201 California Street, 17th Floor
                         San Francisco, California 94111
                     (Name and address of agent for service)

          Telephone Number, including area code, of agent for service:
                                 (415) 433-1900
CALCULATION OF REGISTRATION FEE

                               Proposed         Proposed          Amount of
Title of                       Maximum          Maximum           Registration
Securities to   Amount to be   Offering Price   Aggregate         Fee
be Registered   Registered     Share            Offering Price    (1)(2)
-------------   ------------   --------------   --------------    --------------
Common Stock    800,000 shares $39.94           $31,952,000       $9,425.84

(1)      Estimated pursuant to Rule 457 solely for purposes of calculating the
         registration fee.  Amount of the Registration Fee was calculated
         pursuant to Section 6(b) of the Securities Act of 1933, as amended, and
         was determined by multiplying the aggregate offering amount by .000295.

(2)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the filing fee on the basis of $39.94 per share, which
         represents the fair market value per share of Common Stock of Roseville
         Communications Company on August 1, 2000.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Roseville Communications Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31, 1999
          filed with the Securities and Exchange Commission ("SEC") on March 24,
          2000, as amended by Form 10K/A filed on August 2, 2000.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          the end of the fiscal year covered by the Company document referred to
          in (a) above;

     (c)  The  description of the Company's  capital stock filed with the SEC on
          or about May 4, 1995 in Registration  Statement No. 33-58271,  and the
          Articles of  Incorporation  and Amendment  thereto  which  appeared as
          Exhibit  3(a) to the  Quarterly  Report on Form  10-Q for the  quarter
          ended September 30, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

     Section  204 of the  General  Corporation  Law of the  State of  California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

     Section 317 of the California Law makes a provision for the indemnification
of officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). The  indemnification  provided by Section 317
is  not  exclusive  to  the  extent   additional  rights  are  authorized  in  a
corporation's articles of incorporation.

     The Company has adopted  provisions  in its Articles of  Incorporation,  as
amended,  which eliminate the personal liability of its directors to the Company
and its shareholders for monetary damages for breach of the directors' fiduciary
duties in certain  circumstances  and  authorize  the Company to  indemnify  its
officers, directors and other agents to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

         See Exhibit Index on page 8.

Item 9.  Undertakings.

         (d)    Rule 415 Offering.
                ------------------

         The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

          (e)  Filings  Incorporating   Subsequent  Exchange  Act  Documents  by
               Reference.
               ----------------------------------------------------------------

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (f)  Regulation S-K Item 512(h) Undertaking for Registration Statement
               on Form S-8.
                ----------------------------------------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Roseville,  State of California, on this 2nd day of
August, 2000.
                                  ROSEVILLE COMMUNICATIONS COMPANY

                                  By:  /s/ Brian H. Strom
                                           --------------
                                           Brian H. Strom
                                           President and Chief Executive Officer
Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the persons whose  signatures  appear
below constitute and appoint Brian H. Strom and Michael D. Campbell, and each of
them,  as true and  lawful  attorneys-in-fact  and  agents  with  full  power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities to sign the Form S-8 Registration Statement
pertaining to the Roseville  Communications  Company 2000 Equity Incentive Plan,
and any or all amendments (including post-effective amendments) to said Form S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done,  as fully to all intents and purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and these Amendments to Registration Statements have been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.  Moreover,  the  undersigned  hereby also certify that to the best of
their knowledge and belief the issuer meets all of the  requirements  for filing
on Form S-8.

Signature                                   Title                        Date

/s/ Michael D. Campbell       Executive Vice President and Chief   July 31, 2000
Michael D. Campbell           Financial Officer (Principal
                              Accounting Officer)

/s/ Robert L. Doyle           Director                             July 31, 2000
Robert L. Doyle

/s/ Brian H. Strom            Director
Brian H. Strom                                                     July 31, 2000

/s/ Thomas E. Doyle           Director                             July 31, 2000
Thomas E. Doyle

/s/ Ralph E. Hoeper           Director                             July 31, 2000
Ralph E. Hoeper

/s/ John R. Roberts III       Director                             July 31, 2000
John R. Roberts III

/s/ Chris L. Branscum         Director                             July 31, 2000
Chris L. Branscum

/s/ Neil J. Doerhoff          Director                             July 31, 2000
Neil J. Doerhoff
EXHIBIT INDEX

Exhibit No.

1-3                   Not applicable.

4                     None

5                     Opinion re legality.

6-22                  Not applicable.

23.1                  Consent of Ernst & Young LLP, Independent Auditors.
                      Found at page 10 of this registration statement.

23.2                  Independent Auditors' Consent.
                      Found at page 11 of this registration statement.

23.3                  Consent of Independent Accountants.
                      Found at page 12 of this registration statement.

23.4                  Consent of Counsel.  Contained with the opinion filed as
                      Exhibit 5 hereto.

24                    Powers of attorney.  Contained in the signature pages
                      (pages 6-7) of this Form S-8 registration statement.

25-98                 Not applicable.

99                    Roseville Communications Company 2000 Equity Incentive
                      Plan
EXHIBIT 5

Roseville Communications Company
211 Lincoln Street
Roseville, CA 95678

         Re:    800,000 Shares of Common Stock of Roseville Communications
                Company Offered Pursuant to the Roseville Communications Company
                2000 Equity Incentive Plan

Ladies and Gentlemen:

     We have  examined the  proceedings  taken and the  instruments  executed in
connection  with  the  organization  and  present  capitalization  of  Roseville
Communications  Company (the  "Company")  and the  reservation  for issuance and
authorization  of the sale and  issuance  from  time to time of not in excess of
800,000  shares of the  Company's  Common Stock (the  "Shares")  pursuant to the
terms of the Roseville  Communications  Company 2000 Equity  Incentive Plan (the
"Plan").  The Shares are the  subject of a  Registration  Statement  on Form S-8
under the  Securities  Act of 1933,  as  amended,  which is being filed with the
Securities  and Exchange  Commission and to which this opinion is to be attached
as an exhibit.

     Upon the basis of such examination, we are of the following opinion:

     1. The authorized  shares of the Company  consist of 100,000,000  shares of
Common Stock.

     2. The  proper  corporate  proceedings  necessary  to the  reservation  for
issuance and the authorization of the sale and issuance from time to time of not
in excess of 800,000  shares of the Common Stock of the Company  pursuant to the
Plan have been duly taken and,  when issued  pursuant  to such plan,  the Shares
will be duly and validly issued and fully paid and nonassessable.

     3. When the above-mentioned  registration  statement relating to the Shares
has become effective, all authorizations,  consents,  approvals, or other orders
of all United  States  regulatory  authorities  required for the issuance of the
Shares will have been obtained.

     You are further  advised  that we consent to the use of this  opinion as an
exhibit to the above-mentioned Registration Statement.

                                                Very truly yours,

                                                /s/ COOPER, WHITE & COOPER LLP
EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8)  pertaining  to the  Roseville  Communications  Company  2000  Equity
Incentive  Plan of our  report  dated  February  4,  2000,  with  respect to the
consolidated  financial statements of Roseville  Communications Company included
in its Annual  Report (Form 10-K) for the year ended  December  31, 1999,  filed
with the Securities and Exchange Commission.

                                                /s/  Ernst & Young LLP

Sacramento, California
July 27, 2000
EXHIBIT 23.2

                         INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Roseville  Communications  Company (the  "Company") on Form S-8 of our report
dated  March 8, 2000 on the  consolidated  financial  statements  of  Sacramento
Valley Limited  Partnership  and  subsidiary,  incorporated  by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

                                                /s/ DELOITTE & TOUCHE LLP

San Francisco, California
July 28, 2000
EXHIBIT 23.3

                       Consent of Independent Accountants

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  March  1,  1999  relating  to the
consolidated   financial   statements  and  financial   statement   schedule  of
Sacramento-Valley Limited Partnership, which appears in Roseville Communications
Company's Annual Report on Form 10-K for the year ended December 31, 1999, as
amended on August 2, 2000.

                                                /s/ PricewaterhouseCoopers LLP

San Francisco, California
July 28, 2000
EXHIBIT 23.4

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5 hereto and incorporated herein by
reference.
EXHIBIT 99

                        ROSEVILLE COMMUNICATIONS COMPANY

                           2000 EQUITY INCENTIVE PLAN

                     (As ADOPTED EFFECTIVE JANUARY 31, 2000)

                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1.      INTRODUCTION...................................................1

ARTICLE 2.      DEFINITIONS....................................................1

ARTICLE 3.      ADMINISTRATION.................................................4

         3.1      Committee Composition........................................4
         3.2      Committee Responsibilities...................................5
         3.3      Committee for Non-Officer Grants.............................5

ARTICLE 4.                 SHARES AVAILABLE FOR GRANTS.........................5

         4.1      Basic Limitation.............................................5
         4.2      Forfeited Shares.............................................5
         4.3      Dividend Equivalents.........................................6

ARTICLE 5.                 ELIGIBILITY.........................................6

         5.1      Incentive Stock Options......................................6
         5.2      Other Grants.................................................6

ARTICLE 6.                 OPTIONS.............................................6

         6.1      Stock Option Agreement.......................................6
         6.2      Number of Shares.............................................6
         6.3      Exercise Price...............................................7
         6.4      Exercisability and Term......................................7
         6.5      Effect of Change in Control..................................7
         6.6      Modification or Assumption of Options........................7
         6.7      Buyout Provisions............................................7

ARTICLE 7.                 PAYMENT FOR OPTION SHARES...........................8

         7.1      General Rule.................................................8
         7.2      Surrender of Stock...........................................8
         7.3      Exercise/Sale................................................8
         7.4      Exercise/Pledge..............................................8
         7.5      Promissory Note..............................................9
         7.6      Other Forms of Payment.......................................9

ARTICLE 8.                 AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS........9

         8.1      Annual Grants................................................9
         8.2      Accelerated Exercisability...................................9
         8.3      Exercise Price...............................................9
         8.4      Term.........................................................9

ARTICLE 9.                 STOCK APPRECIATION RIGHTS..........................10

         9.1      SAR Agreement...............................................10
         9.2      Number of Shares............................................10
         9.3      Exercise Price..............................................10
         9.4      Exercisability and Term.....................................10
         9.5      Effect of Change in Control.................................10
         9.6      Exercise of SARs............................................10
         9.7      Modification or Assumption of SARs..........................11

ARTICLE 10.       RESTRICTED SHARES...........................................11

         10.1     Restricted Stock Agreement..................................11
         10.2     Payment for Awards..........................................11
         10.3     Vesting Conditions..........................................11
         10.4     Voting and Dividend Rights..................................11

ARTICLE 11.       STOCK UNITS.................................................12

         11.1     Stock Unit Agreement........................................12
         11.2     Payment for Awards..........................................12
         11.3     Vesting Conditions..........................................12
         11.4     Voting and Dividend Rights..................................12
         11.5     Form and Time of Settlement of Stock Units..................12
         11.6     Death of Recipient..........................................13
         11.7     Creditors' Rights...........................................13

ARTICLE 12.       PERFORMANCE SHARES..........................................13

         12.1     Performance Share Agreement.................................13
         12.2     Grant of Performance Shares.................................13
         12.3     Modification of Grant.......................................14
         12.4     Terms of the Grant..........................................14
         12.5     Payment of Performance Shares...............................14

ARTICLE 13.       PROTECTION AGAINST DILUTION.................................15

         13.1     Adjustments.................................................15
         13.2     Dissolution or Liquidation..................................16
         13.3     Reorganizations.............................................16

ARTICLE 14.       DEFERRAL OF AWARDS..........................................16

ARTICLE 15.       AWARDS UNDER OTHER PLANS....................................17

ARTICLE 16.       PAYMENT OF DIRECTOR'S FEES IN SECURITIES....................17

         16.1     Effective Date..............................................17
         16.2     Elections to Receive NSOs, Restricted Shares or Stock Units.18
         16.3     Number and Terms of NSOs, Restricted Shares or Stock Units..18

ARTICLE 17.       LIMITATION ON RIGHTS........................................18

         17.1     Retention Rights............................................18
         17.2     Shareholders' Rights........................................18
         17.3     Regulatory Requirements.....................................18

ARTICLE 18.       WITHHOLDING TAXES...........................................19

         18.1     General.....................................................19
         18.2     Share Withholding...........................................19

ARTICLE 19.       FUTURE OF THE PLAN..........................................19

         19.1     Term of the Plan............................................19
         19.2     Amendment or Termination....................................19

ARTICLE 20.       LIMITATION ON PARACHUTE PAYMENTS............................19

         20.1     Scope of Limitation.........................................19
         20.2     Basic Rule..................................................20
         20.3     Reduction of Payments.......................................20
         20.4     Overpayments and Underpayments..............................21
         20.5     Related Corporations........................................21

ARTICLE 21.  EXECUTION........................................................21

                        ROSEVILLE COMMUNICATIONS COMPANY
                           2000 EQUITY INCENTIVE PLAN

ARTICLE 1......INTRODUCTION.

ARTICLE 1.  INTRODUCTION.

     The Plan was adopted by the Board  effective  January 31, 2000. The purpose
of the Plan is to promote the  long-term  success of the Company and creation of
shareholder   value  by  (a)  encouraging   Employees,   Outside  Directors  and
Consultants to focus on critical  long-range  objectives,  (b)  encouraging  the
attraction and retention of Employees,  Outside  Directors and Consultants  with
exceptional  qualifications  and (c) linking  Employees,  Outside  Directors and
Consultants directly to shareholder interests through increased share ownership.
The Plan seeks to achieve this  purpose by  providing  for Awards in the form of
Restricted  Shares,  Stock  Units,   Performance  Shares,   Options  (which  may
constitute  incentive  stock  options or  nonstatutory  stock  options) or stock
appreciation rights.

     The Plan shall be governed by, and construed in accordance  with,  the laws
of the State of California (except their choice-of-law provisions).

ARTICLE 2......DEFINITIONS.

ARTICLE 2.  DEFINITIONS.

     2.1...."Affiliate" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

     2.2...."Award"  means any award of an Option, an SAR, a Restricted Share, a
Stock  Unit or a  Performance  Share  under the Plan.

     2.3...."Board" means the Company's Board of Directors,  as constituted from
time to time.

     2.4....A "Change in Control" shall be deemed to have occurred if

          (A) any "person"  (as such term is used in Section  13(d) and 14(d) of
     the  Exchange  Act),  other  than a  trustee  or  other  fiduciary  holding
     securities under an employee benefit plan of the Company, is or becomes the
     "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
     directly or indirectly,  of securities of the Company  representing  Twenty
     percent (20%) or more of the combined  voting power of the  Company's  then
     outstanding voting securities;

          (B) there is a merger or  consolidation  of the  Company  in which the
     Company does not survive as an independent public company; or

          (C)  the   business  or   businesses   of  the  Company  for  which  a
     Participant's  services are  principally  performed  are disposed of by the
     Company  pursuant to a partial or complete  liquidation  of the Company,  a
     sale of  assets  (including  stock  of a  Subsidiary)  of the  Company,  or
     otherwise.  A transaction  shall not  constitute a Change in Control if its
     sole purpose is to change the state of the  Company's  incorporation  or to
     create a  holding  company  that  will be owned in  substantially  the same
     proportions  by the persons who held the Company's  securities  immediately
     before such transaction.

     2.5...."Code" means the Internal Revenue Code of 1986, as amended.

     2.6...."Committee"  means  the  Compensation  Committee  of the  Board,  as
described in Article 3.

     2.7...."Company"  means  Roseville  Communications  Company,  a  California
corporation.

     2.8...."Consultant"  means a consultant  or adviser who provides  bona fide
services  to  the  Company,  a  Parent,  a  Subsidiary  or  an  Affiliate  as an
independent  contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 5.1.

     2.9...."Employee"  means a common law employee of the Company,  a Parent, a
Subsidiary or an Affiliate.

     2.10..."Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

     2.11..."Exercise  Price,"  in the case of an  Option,  means the amount for
which one Share may be purchased  upon exercise of such Option,  as specified in
the applicable Stock Option Agreement.  "Exercise Price," in the case of an SAR,
means  an  amount,  as  specified  in the  applicable  SAR  Agreement,  which is
subtracted  from the Fair Market  Value of one Share in  determining  the amount
payable upon exercise of such SAR.

     2.12..."Fair Market Value" means the market price of Shares,  determined by
the Committee in good faith on such basis as it deems  appropriate.  Fair Market
Value may mean (i) if the  Company's  common  stock is  listed  on a  securities
exchange or is traded over the NASDAQ National Market System,  the closing sales
price of one Share on such exchange or other such system on an  applicable  date
or, in the absence of reported  sales on such date,  the closing  sales price on
the  immediately  preceding  date on which sales were  reported,  or (ii) if the
Company's common stock is not listed on a securities exchange or traded over the
NASDAQ  National  Market System,  the mean between the bid and offered prices of
the Share as quoted by the National  Association  of Securities  Dealer  through
NASDAQ, provided, that if the Committee determines that the fair market value is
not  properly  reflected by such NASDAQ  quotations,  the Fair Market Value will
mean the fair market value as  determined  by such other method as the Committee
determines  in  good  faith  to  be  reasonable.  Such  determination  shall  be
conclusive and binding on all persons.

     2.13..."ISO" means an incentive stock option described in Section 422(b) of
the Code.

     2.14..."NSO"  means a stock option not  described in Sections 422 or 423 of
the Code.

     2.15..."Option"  means an ISO or NSO granted  under the Plan and  entitling
the holder to purchase Shares.

     2.16..."Optionee" means an individual or estate who holds an Option or SAR.

     2.17..."Outside  Director"  means  a  member  of  the  Board  who is not an
Employee.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 5.1.

     2.18..."Parent"  means  any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  ending  with  the  Company,  if  each  of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     2.19..."Participant" means an individual or estate who holds an Award.

     2.20..."Performance  Share" means an Award to a  Participant  under Article
12.

     2.21..."Performance  Share  Agreement"  means  the  agreement  between  the
Company and a Participant which contains the terms,  conditions and restrictions
pertaining to such Performance Share.

     2.22..."Plan"  means this  Roseville  Communications  Company  2000  Equity
Incentive Plan, as amended from time to time.

     2.23..."Restricted Share" means a Share awarded under the Plan.

     2.24..."Restricted Stock Agreement" means the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.

     2.25..."SAR" means a stock appreciation right granted under the Plan.

     2.26..."SAR  Agreement"  means the  agreement  between  the  Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

     2.27..."Share" means one share of the common stock of the Company.

     2.28..."Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms,  conditions and restrictions  pertaining to
his or her Option.

     2.29..."Stock  Unit" means a bookkeeping entry  representing the equivalent
of one Share, as awarded under the Plan.

     2.30..."Stock  Unit Agreement" means the agreement  between the Company and
the  recipient  of a  Stock  Unit  which  contains  the  terms,  conditions  and
restrictions pertaining to such Stock Unit.

     2.31..."Subsidiary"  means any  corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

ARTICLE 3......ADMINISTRATION.

ARTICLE 3.  ADMINISTRATION.

     3.1....Committee Composition

     3.1 Committee Composition. The Plan shall be administered by the Committee.
The Committee shall consist exclusively of two or more directors of the Company,
who shall be  appointed  by the  Board.  In  addition,  the  composition  of the
Committee shall satisfy:

          (a) Such  requirements  as the Securities and Exchange  Commission may
     establish  for  administrators  acting under plans  intended to quality for
     exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

          (b) Such  requirements  as the Internal  Revenue Service may establish
     for Outside  Directors acting under plans intended to qualify for exemption
     under section 162(m)(4)(C) of the Code.

     3.2....Committee Responsibilities

     3.2 Committee Responsibilities. The Committee shall

          (a) Select the Employees, Outside Directors and Consultants who are to
     receive Awards under the Plan,

          (b)  Determine  the  type,  number,  vesting  requirements  and  other
     features and conditions of such Awards,

          (c)  Interpret the Plan and (d) make all other  decisions  relating to
     the operation of the Plan. The Committee may adopt such rules or guidelines
     as  it  deems   appropriate   to  implement  the  Plan.   The   Committee's
     determinations under the Plan shall be final and binding on all persons.

     3.3....Committee for Non-Officer Grants

     3.3  Committee  for  Non-Officer  Grants.  The  Board  may also  appoint  a
secondary  committee  of the  Board,  which  shall  be  composed  of two or more
directors of the Company who need not satisfy the  requirements  of Section 3.1.
Such  secondary  committee may administer the Plan with respect to Employees and
Consultants  who are not  considered  officers or directors of the Company under
Section  16 of the  Exchange  Act,  may  grant  Awards  under  the  Plan to such
Employees and  Consultants and may determine all features and conditions of such
Awards. Within the limitations of this Section 3.3, any reference in the Plan to
the Committee shall include such secondary committee.

ARTICLE 4......SHARES AVAILABLE FOR GRANTS.

ARTICLE 4.  SHARES AVAILABLE FOR GRANTS.

     4.1....Basic Limitation

     4.1.  Basic  Limitation.  Shares  issued  pursuant  to the  Plan  shall  be
authorized but unissued  shares.  The aggregate  number of Options,  SARs, Stock
Units, Restricted Shares and Performance Shares awarded under the Plan shall not
exceed Eight Hundred Thousand  (800,000) Shares.  The limitation of this Section
4.1 shall be subject to adjustment pursuant to Article 13.

     4.2....Forfeited Shares

     4.2. Annual Increase in Shares. If Restricted Shares, Performance Shares or
Shares issued upon the exercise of Options are forfeited, then such Shares shall
again become  available  for Awards under the Plan.  If Stock Units,  Options or
SARs are  forfeited or terminate  for any other reason  before being  exercised,
then the corresponding  Shares shall again become available for Awards under the
Plan.  If Stock  Units  are  settled,  then only the  number of Shares  (if any)
actually  issued in  settlement  of such  Stock  Units  shall  reduce the number
available  under  Section 4.1 and the balance  shall again become  available for
Awards under the Plan. If SARs are exercised, then only the number of Shares (if
any)  actually  issued  in  settlement  of such SARs  shall  reduce  the  number
available  under  Section 4.1 and the balance  shall again become  available for
Awards under the Plan. The foregoing  notwithstanding,  the aggregate  number of
Shares that may be issued  under the Plan upon the exercise of ISOs shall not be
increased  when  Restricted  Shares,  Performance  Shares  or other  Shares  are
forfeited.

     4.3....Dividend Equivalents

     4.4....Dividend  Equivalents.  Any  dividend  equivalents  paid or credited
under the Plan shall not be applied  against  the number of  Restricted  Shares,
Performance Shares, Stock Units,  Options or SARs available for Awards,  whether
or not such dividend equivalents are converted into Stock Units.

ARTICLE 5......ELIGIBILITY

ARTICLE 5.  ELIGIBILITY.

     5.1....Incentive Stock Options

     5.1 Incentive Stock Options. Only Employees who are common-law employees of
the Company,  a Parent or a Subsidiary  shall be eligible for the grant of ISOs.
In  addition,  an Employee who owns more than 10% of the total  combined  voting
power of all classes of  outstanding  stock of the Company or any of its Parents
or  Subsidiaries  shall  not be  eligible  for the  grant of an ISO  unless  the
requirements set forth in section 422(c)(6) of the Code are satisfied.

     5.2......Other Grants

     5.2 Other Grants.  Only Employees,  Outside Directors and Consultants shall
be eligible for the grant of Restricted Shares, Performance Shares, Stock Units,
NSOs or SARs.

ARTICLE 6......OPTIONS

ARTICLE 6.  OPTIONS.

     6.1....Stock Option Agreement

     6.1. Stock Option  Agreement.  Each grant of an Option under the Plan shall
be evidenced by a Stock Option  Agreement  between the Optionee and the Company.
Such  Option  shall be  subject to all  applicable  terms of the Plan and may be
subject to any other terms that are not  inconsistent  with the Plan.  The Stock
Option  Agreement  shall  specify  whether  the Option is an ISO or an NSO.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other  compensation.  A Stock Option Agreement may provide that a
new  Option  will  be  granted  automatically  to the  Optionee  when  he or she
exercises a prior  Option and pays the Exercise  Price in the form  described in
Section 7.2.

     6.2....Number of Shares

     6.2.   Number  of Shares.  Each Stock Option  Agreement  shall  specify the
number of Shares  subject to the Option and shall provide for the  adjustment of
such number in accordance  with Article 13. Options granted to any Optionee in a
single  fiscal year of the  Company  shall not cover more than  200,000  Shares,
except that Options  granted to a new Employee in the fiscal year of the Company
in which his or her service as an Employee first  commences shall not cover more
than 25,000 Shares. The limitations set forth in the preceding sentence shall be
subject to adjustment in accordance with Article 13.

     6.3....Exercise Price

     6.3. Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price;  provided that the Exercise  Price under an ISO shall in no event be less
than  100% of the Fair  Market  Value  of a Share  on the date of grant  and the
Exercise  Price  under an NSO  shall  in no  event be less  than 85% of the Fair
Market  Value of a Share on the date of  grant.  In the case of an NSO,  a Stock
Option  Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.

     6.4....Exercisability and Term

     6.4  Exercisability and Term. Each Stock Option Agreement shall specify the
date  or  event  when  all  or  any  installment  of  the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option;  provided that the term of an ISO shall in no event exceed 10 years from
the  date of  grant.  A Stock  Option  Agreement  may  provide  for  accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration  prior to the end of its term in the
event of the  termination of the Optionee's  service.  Options may be awarded in
combination  with SARs,  and such an Award may provide that the Options will not
be exercisable unless the related SARs are forfeited.

     6.5....Effect of Change in Control

     6.5 Effect of Change in Control.  The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
as to all or part of the  Shares  subject  to such  Option in the  event  that a
Change in Control occurs with respect to the Company, subject to the limitations
that, in the case of an ISO, the acceleration of exercisability  shall not occur
without the Optionee's written consent.

     6.6......Modification or Assumption of Options

     6.6  Modification  or Assumption of Options.  Within the limitations of the
Plan,  the Committee  may modify,  extend or assume  outstanding  options or may
accept the  cancellation of outstanding  options (whether granted by the Company
or by another  issuer) in return for the grant of new  options for the same or a
different  number of shares and at the same or a different  exercise price.  The
foregoing  notwithstanding,  no  modification  of an Option  shall,  without the
consent of the Optionee,  alter or impair his or her rights or obligations under
such Option.

     6.7......Buyout Provisions

     6.7. Buyout Provisions. The Committee may at any time

               (a)  Offer to buy out for a payment  in cash or cash  equivalents
                    an Option previously granted or

               (b)  authorize  an  Optionee  to  elect  to  cash  out an  Option
                    previously  granted,  in either  case at such time and based
                    upon  such  terms  and  conditions  as the  Committee  shall
                    establish.

ARTICLE 7......PAYMENT FOR OPTION SHARES

ARTICLE 7.  PAYMENT FOR OPTION SHARES.

     7.1....General Rule

     7.1. General Rule. The entire Exercise Price of Shares issued upon exercise
of Options  shall be payable in cash or cash  equivalents  at the time when such
Shares are purchased, except as follows:

     (a)  In the case of an ISO granted  under the Plan,  payment  shall be made
          only pursuant to the express provisions of the applicable Stock Option
          Agreement.  The Stock Option Agreement may specify that payment may be
          made in any form(s) described in this Article 7. (b) In the case of an
          NSO,  the  Committee  may at any time  accept  payment in any  form(s)
          described in this Article 7.

     7.2....Surrender of Stock

     7.2. Surrender of Stock. To the extent that this Section 7.2 is applicable,
all or any part of the Exercise Price may be paid by surrendering,  or attesting
to the ownership of, Shares that are already owned by the Optionee.  Such Shares
shall be valued at their Fair  Market  Value on the date when the new Shares are
purchased  under the Plan. The Optionee  shall not  surrender,  or attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the  Company to  recognize  compensation  expense  (or  additional  compensation
expense) with respect to the Option for financial reporting purposes.

     7.3....Exercise/Sale

     7.3. Exercise/Sale.  To the extent that this Section 7.3 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form  prescribed by the Company) an irrevocable  direction to a
securities  broker  approved  by the  Company  to sell all or part of the Shares
being  purchased under the Plan and to deliver all or part of the sales proceeds
to the Company.

     7.4....Exercise/Pledge

     7.4.  Exercise/Pledge.  To the extent that this Section 7.4 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed by the Company) an  irrevocable  direction to
pledge all or part of the Shares being  purchased under the Plan to a securities
broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company.

     7.5....Promissory Note

     7.5.  Promissory  Note. To the extent that this Section 7.5 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed  by the Company) a  full-recourse  promissory
note.

     7.6....Other Forms of Payment

     7.6.  Other  Forms of  Payment.  To the  extent  that this  Section  7.6 is
applicable,  all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable  laws,  regulations
and rules.

ARTICLE 8......AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS

ARTICLE 8.  AUTOMATIC OPTION
            GRANTS TO OUTSIDE DIRECTORS.

     8.1....Annual Grants

     8.1.  Annual Grants.  Upon the conclusion of each regular annual meeting of
the Company's  stockholders  held in the year 2000 or  thereafter,  each Outside
Director who will  continue  serving as a member of the Board  thereafter  shall
receive an NSO covering 1,250 Shares  (subject to adjustment  under Article 12).
NSOs  granted  under this Section 8.1 shall  become  exercisable  in full on the
first anniversary of the date of grant.

     8.2....Accelerated Exercisability

     8.2  Accelerated  Exercisability.  All NSOs granted to an Outside  Director
under this Article 8 shall also become exercisable in full in the event of:

     (a)  The termination of such Outside  Director's  service because of death,
          total and  permanent  disability  or retirement at or after age 70 and
          1/2 ; or

     (b)  A Change in Control with respect to the Company.

     8.3....Exercise Price

     8.3.  Exercise  Price.  The  Exercise  Price  under all NSOs  granted to an
Outside  Director under this Article 8 shall be equal to 100% of the Fair Market
Value of a Share on the date of grant,  payable in one of the forms described in
Sections 7.1, 7.2, 7.3 and 7.4.

     8.4....Term

     8.4 Term.  All NSOs  granted to an Outside  Director  under this  Article 8
shall terminate on the earliest of

     (a)  the 10th anniversary of the date of grant,

     (b)  the date  three (3)  months  after  the  termination  of such  Outside
          Director's  service  for any  reason  other  than  death or total  and
          permanent disability or

     (c)  the  date  six (6)  months  after  the  termination  of  such  Outside
          Director's service because of death or total and permanent disability.

ARTICLE 9......STOCK APPRECIATION RIGHTS

ARTICLE 9.  STOCK APPRECIATION RIGHTS.

     9.1....SAR Agreement

     9.1....SAR  Agreement.  Each  grant  of an SAR  under  the  Plan  shall  be
evidenced by an SAR  Agreement  between the  Optionee and the Company.  Such SAR
shall be subject to all  applicable  terms of the Plan and may be subject to any
other  terms that are not  inconsistent  with the Plan.  The  provisions  of the
various SAR Agreements  entered into under the Plan need not be identical.  SARs
may  be  granted  in  consideration  of a  reduction  in  the  Optionee's  other
compensation.

     9.2....Number of Shares

     9.2.  Number of Shares.  Each SAR  Agreement  shall  specify  the number of
Shares to which the SAR pertains and shall  provide for the  adjustment  of such
number in  accordance  with Article 13. SARs granted to any Optionee in a single
calendar year shall in no event pertain to more than 200,000 Shares, except that
SARs granted to a new Employee in the fiscal year of the Company in which his or
her service as an Employee first commences shall not pertain to more than 25,000
Shares.  The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Article 13.

     9.3....Exercise Price

     9.3.  Exercise Price.  Each SAR Agreement shall specify the Exercise Price.
An SAR Agreement may specify an Exercise Price that varies in accordance  with a
predetermined formula while the SAR is outstanding.

     9.4....Exercisability and Term

     9.4.  Exercisability  and Term.  Each SAR Agreement  shall specify the date
when  all or any  installment  of the  SAR is to  become  exercisable.  The  SAR
Agreement  shall also specify the term of the SAR. An SAR  Agreement may provide
for accelerated  exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service.  SARs may be
awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited.  An SAR may be
included  in an ISO only at the time of grant but may be  included  in an NSO at
the time of grant or thereafter.  An SAR granted under the Plan may provide that
it will be exercisable only in the event of a Change in Control.

     9.5....Effect of Change in Control

     9.5. Effect of Change in Control. The Committee may determine,  at the time
of granting an SAR or thereafter,  that such SAR shall become fully  exercisable
as to all  Shares  subject  to such SAR in the event  that a Change  in  Control
occurs with respect to the Company.

     9.6....Exercise of SARs

     9.6. Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person
having the right to exercise the SAR after his or her death) shall  receive from
the Company

     (a)  Shares,

     (b)  Cash or

     (c)  A combination  of Shares and cash, as the Committee  shall  determine.
          The amount of cash  and/or the Fair  Market  Value of Shares  received
          upon exercise of SARs shall, in the aggregate,  be equal to the amount
          by which  the Fair  Market  Value  (on the date of  surrender)  of the
          Shares subject to the SARs exceeds the Exercise Price. If, on the date
          when an SAR expires,  the  Exercise  Price under such SAR is less than
          the Fair Market Value on such date but any portion of such SAR has not
          been exercised or surrendered,  then such SAR shall  automatically  be
          deemed to be exercised as of such date with respect to such portion.

     9.7....Modification or Assumption of SARs

     9.7.  Modification  or Assumption of SARs.  Within the  limitations  of the
Plan, the Committee may modify,  extend or assume outstanding SARs or may accept
the  cancellation  of  outstanding  SARs  (whether  granted by the Company or by
another  issuer) in return for the grant of new SARs for the same or a different
number of shares and at the same or a different  exercise  price.  The foregoing
notwithstanding,  no  modification  of an SAR shall,  without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

ARTICLE 10......RESTRICTED SHARES

ARTICLE 10. RESTRICTED SHARES.

     10.1...Restricted Stock Agreement

     10.1 Restricted Stock Agreement.  Each grant of Restricted Shares under the
Plan shall be evidenced by a Restricted  Stock  Agreement  between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into
under the Plan need not be identical.

     10.2...Payment for Awards

     10.2.  Payment  for Awards.  Restricted Shares may be sold or awarded under
the  Plan for such  consideration  as the  Committee  may  determine,  including
(without  limitation)  cash, cash equivalents,  full-recourse  promissory notes,
past services and future services.

     10.3...Vesting Conditions

     10.3.  Vesting  Conditions.  Each Award of Restricted Shares may or may not
be subject to vesting.  Vesting shall occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Restricted Stock  Agreement.  A
Restricted  Stock Agreement may provide for accelerated  vesting in the event of
the Participant's death, disability or retirement or other events. The Committee
may determine, at the time of granting Restricted Shares or thereafter, that all
or part of such Restricted Shares shall become vested in the event that a Change
in Control occurs with respect to the Company.

     10.4...Voting and Dividend Rights

     10.4 Voting and Dividend Rights.  The holders of Restricted  Shares awarded
under the Plan  shall have the same  voting,  dividend  and other  rights as the
Company's other shareholders. A Restricted Stock Agreement, however, may require
that the holders of  Restricted  Shares  invest any cash  dividends  received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same  conditions and  restrictions as the Award with respect to which the
dividends were paid.

ARTICLE 11......STOCK UNITS

ARTICLE 11. STOCK UNITS.

     11.1...Stock Unit Agreement

     11.1. Stock Unit Agreement.  Each grant of Stock Units under the Plan shall
be evidenced by a Stock Unit  Agreement  between the  recipient and the Company.
Such Stock Units shall be subject to all applicable terms of the Plan and may be
subject  to any  other  terms  that  are not  inconsistent  with the  Plan.  The
provisions of the various Stock Unit Agreements entered into under the Plan need
not be identical.  Stock Units may be granted in consideration of a reduction in
the recipient's other compensation.

     11.2...Payment for Awards

     11.2.  Payment  for  Awards.  To the extent that an Award is granted in the
form of Stock  Units,  no cash  consideration  shall be  required  of the  Award
recipients.

     11.3...Vesting Conditions

     11.3.  Vesting  Conditions.  Each  Award of Stock  Units  may or may not be
subject to  vesting.  Vesting  shall  occur,  in full or in  installments,  upon
satisfaction of the conditions  specified in the Stock Unit  Agreement.  A Stock
Unit  Agreement  may  provide  for  accelerated  vesting  in  the  event  of the
Participant's death, disability or retirement or other events. The Committee may
determine,  at the time of granting Stock Units or thereafter,  that all or part
of such Stock  Units shall  become  vested in the event that a Change in Control
occurs with respect to the Company.

     11.4...Voting and Dividend Rights

     11.4 Voting and Dividend  Rights.  The holders of Stock Units shall have no
voting rights.  Prior to settlement or forfeiture,  any Stock Unit awarded under
the Plan may, at the Committee's  discretion,  carry with it a right to dividend
equivalents.  Such right entitles the holder to be credited with an amount equal
to all cash  dividends  paid on one Share  while the Stock Unit is  outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend  equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution,  any dividend equivalents which
are not paid shall be subject to the same  conditions  and  restrictions  as the
Stock Units to which they attach.

     11.5...Form and Time of Settlement of Stock Units

     11.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of

     (a)  Cash,

     (b)  Shares or

     (c)  Any  combination of both, as determined by the  Committee.  The actual
          number of Stock Units eligible for settlement may be larger or smaller
          than the number included in the original Award, based on predetermined
          performance  factors.  Methods of converting Stock Units into cash may
          include (without limitation) a method based on the average Fair Market
          Value of Shares over a series of trading days.  Vested Stock Units may
          be  settled in a lump sum or in  installments.  The  distribution  may
          occur or commence when all vesting conditions  applicable to the Stock
          Units have been satisfied or have lapsed, or it may be deferred to any
          later date. The amount of a deferred  distribution may be increased by
          an interest factor or by dividend equivalents. Until an Award of Stock
          Units is  settled,  the number of such Stock Units shall be subject to
          adjustment pursuant to Article 13.

     11.6...Death of Recipient

     11.6 Death of Recipient.  Any Stock Units Award that becomes  payable after
the  recipient's  death shall be distributed to the  recipient's  beneficiary or
beneficiaries.  Each  recipient  of a Stock  Units  Award  under the Plan  shall
designate one or more  beneficiaries  for this purpose by filing the  prescribed
form with the Company.  A beneficiary  designation  may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary  was designated or if no designated  beneficiary  survives the
Award  recipient,  then any Stock Units  Award that  becomes  payable  after the
recipient's death shall be distributed to the recipient's estate.

     11.7...Creditors' Rights

     11.7. Creditors' Rights. A holder of Stock Units shall have no rights other
than those of a general  creditor  of the  Company.  Stock  Units  represent  an
unfunded  and  unsecured  obligation  of the  Company,  subject to the terms and
conditions of the applicable Stock Unit Agreement.

ARTICLE 12......PERFORMANCE SHARES

ARTICLE 12. PERFORMANCE SHARES

     12.1...Performance Share Agreement

     12.1.  Performance Share Agreement.  Each grant of Performance Shares under
the Plan  shall be  evidenced  by a  Performance  Share  Agreement  between  the
Participant  and the Company.  Such  Performance  Shares shall be subject to all
applicable  terms of the Plan and may be subject to any other terms that are not
inconsistent  with the Plan.  The  provisions of the various  Performance  Share
Agreements entered into under the Plan need not be identical.

     12.2...Grant of Performance Shares

     12.2. Grant of Performance Shares.  Before the grant of Performance Shares,
the Committee shall:

     (a)  determine objective performance goals, which may consist of any one or
          more of the  following  goals  deemed  appropriate  by the  Committee:
          earnings (either in the aggregate or on a per-share basis),  operating
          income, cash flow, including EBITDA (earnings before interest,  taxes,
          depreciation and  amortization),  return on equity,  per share rate of
          return on the Shares (including  dividends),  general indices relative
          to  levels of  general  customer  service  satisfaction,  as  measured
          through various  randomly-generated  customer service surveys,  market
          share  (in one or more  markets),  customer  retention  rates,  market
          penetration  rates,  revenues,  reductions in expense levels,  and the
          attainment  by the Shares of a specified  market value for a specified
          period of time, in each case where applicable to be determined  either
          on a  Company-wide  basis or in  respect  of any one or more  business
          units,  and the amount of compensation  under the goals  applicable to
          such grant;

     (b)  designate  a  period  for  the  measurement  of the  extent  to  which
          performance  goals are attained,  which may begin prior to the date of
          grant (the "Performance Period"); and

     (c)  assign a  "Performance  Percentage"  to each  level of  attainment  of
          performance goals during the Performance  Period,  with the percentage
          applicable to minimum attainment being zero percent and the percentage
          applicable to maximum  attainment  to the  determined by the Committee
          from time to time, but not in excess of 250%.

     12.3...Modification of Grant

     12.3.  Modification  of Grant.  If a Participant is promoted,  demoted,  or
transferred  to a different  business  unit of the Company  during a Performance
Period,  then,  to the extent the  Committee  determines  any one or more of the
performance goals,  Performance Period, or Performance  Percentage are no longer
appropriate,  the Committee may make any changes thereto as it deems appropriate
in order to make them appropriate.

     12.4...Terms of the Grant

     12.4. Terms of the Grant.  When granted,  Performance  Shares may, but need
not, be identified with Shares subject to a specific Option, specific Restricted
Shares,  or specific SARs of the Participant  granted under the Plan in a number
equal to or different from the number of the Performance  Shares so granted.  If
Performance  Shares are so identified,  then,  unless otherwise  provided in the
applicable  Award,  the  Participant's   associated   Performance  Shares  shall
terminate upon (a) the expiration,  termination,  forfeiture, or cancellation of
the Option,  Restricted  Shares,  or SARs with which the Performance  Shares are
identified,  (b) the exercise of such Option or SARs, or (c) the date Restricted
Shares become nonforfeitable.

     12.5...Payment of Performance Shares

     12.5.  Payment of  Performance  Shares.  Unless  otherwise  provided in the
Performance Share Agreement, if the minimum performance goals applicable to such
Performance Shares have been achieved during the applicable  Performance Period,
then the Company shall pay to the Participant that number of Shares equal to the
product of:

     (a)  the  sum  of  (i)  number  of  Performance  Shares  specified  in  the
          applicable  Award  agreement  and (ii) the number of Shares that would
          have  been  issuable  if  such  Performance  Shares  had  been  Shares
          outstanding throughout the Performance Period and the stock dividends,
          cash dividends (except as otherwise  provided in the Performance Share
          Agreement)  and other property paid in respect of such shares had been
          reinvested  in  additional  Shares as of each  dividend  payment date,
          multiplied by

     (b)  the Performance  Percentage  achieved during such Performance  Period.
          The Committee may, in its  discretion,  determine that cash be paid in
          lieu of some or all of such Shares. The amount of cash payable in lieu
          of a Share  shall be  determined  by valuing  such  shares at its Fair
          Market Value on the business day next  preceding the date such cash is
          to be paid. Payments pursuant to this Section shall be made as soon as
          administratively practical after the end of the applicable Performance
          Period.  Any Performance  Shares with respect to which the performance
          goals  shall  not  have  been  achieved  by the end of the  applicable
          Performance period shall expire.

ARTICLE 13......PROTECTION AGAINST DILUTION

ARTICLE 13. PROTECTION AGAINST DILUTION.

     13.1...Adjustments

     13.1. Adjustments. In the event of a subdivision of the outstanding Shares,
a  declaration  of a dividend  payable in Shares,  a  declaration  of a dividend
payable in a form other than Shares in an amount  that has a material  effect on
the price of Shares, a combination or  consolidation  of the outstanding  Shares
(by   reclassification   or  otherwise)  into  a  lesser  number  of  Shares,  a
recapitalization,  a spin-off or a similar occurrence,  the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of:

     (a)  The number of Options, SARs, Restricted Shares, Performance Shares and
          Stock Units available for future Awards under Article 4;

     (b)  The limitations set forth in Sections 6.2 and 9.2;

     (c)  The number of NSOs to be granted to Outside Directors under Article 8;

     (d)  The number of Shares covered by each outstanding Option and SAR;

     (e)  The Exercise Price under each outstanding Option and SAR; or

     (f)  The number of Stock  Units  included  in any prior Award which has not
          yet been settled.

Except as provided in this  Article  13, a  Participant  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.

     13.2...Dissolution or Liquidation

     13.2. Dissolution or Liquidation. To the extent not previously exercised or
settled,  Options, SARs and Stock Units shall terminate immediately prior to the
dissolution or liquidation of the Company.

     13.3...Reorganizations

     13.3. Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization Such agreement shall provide for:

     (a)  The  continuation  of the  outstanding  Awards by the Company,  if the
          Company is a surviving corporation;

     (b)  The assumption of the outstanding Awards by the surviving  corporation
          or its parent or subsidiary;

     (c)  The  substitution  by  the  surviving  corporation  or its  parent  or
          subsidiary of its own awards for the outstanding Awards;

     (d)  Full  exercisability  or vesting  and  accelerated  expiration  of the
          outstanding Awards; or

     (e)  Settlement of the full value of the outstanding Awards in cash or cash
          equivalents followed by cancellation of such Awards.

ARTICLE 14......DEFERRAL OF AWARDS

ARTICLE 14. DEFERRAL OF AWARDS.

The Committee (in its sole discretion) may permit or require a Participant to:

     (a)  Have cash that otherwise would be paid to such Participant as a result
          of the exercise of an SAR or the settlement of Stock Units credited to
          a deferred  compensation  account  established for such Participant by
          the Committee as an entry on the Company's books;

     (b)  Have Shares that otherwise would be delivered to such Participant as a
          result of the  exercise  of an Option or SAR  converted  into an equal
          number of Stock Units; or

     (c)  Have Shares that otherwise would be delivered to such Participant as a
          result of the exercise of an Option or SAR or the  settlement of Stock
          Units  converted  into  amounts  credited  to a deferred  compensation
          account  established for such Participant by the Committee as an entry
          on the Company's books.  Such amounts shall be determined by reference
          to the Fair  Market  Value of such  Shares  as of the date  when  they
          otherwise would have been delivered to such Participant.

A  deferred  compensation  account  established  under  this  Article  14 may be
credited with interest or other forms of investment return, as determined by the
Committee.  A Participant for whom such an account is established  shall have no
rights other than those of a general  creditor of the  Company.  Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and  conditions of the  applicable  agreement  between such
Participant  and the  Company.  If the  deferral  or  conversion  of  Awards  is
permitted or required,  the  Committee  (in its sole  discretion)  may establish
rules,  procedures  and forms  pertaining  to such  Awards,  including  (without
limitation) the settlement of deferred  compensation  accounts established under
this Article 14.

ARTICLE 15......AWARDS UNDER OTHER PLANS

ARTICLE 15. AWARDS UNDER OTHER PLANS.

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Shares  issued  under this Plan.  Such Shares shall be
treated for all  purposes  under the Plan like Shares  issued in  settlement  of
Stock Units and shall, when issued,  reduce the number of Shares available under
Article 4.

ARTICLE 16......PAYMENT OF DIRECTOR'S FEES IN SECURITIES

ARTICLE 16. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

     16.1...Effective Date

     16.1.  Effective  Date.  No provision of this Article 16 shall be effective
unless and until the Board has determined to implement such provision.

     16.2...Elections to Receive NSOs, Restricted Shares or Stock Units

     16.2.  Elections to Receive  NSOs,  Restricted  Shares or Stock  Units.  An
Outside Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash,  NSOs,  Restricted  Shares or
Stock Units, or a combination  thereof,  as determined by the Board.  Such NSOs,
Restricted  Shares and Stock Units shall be issued  under the Plan.  An election
under this Article 16 shall be filed with the Company on the prescribed form.

     16.3...Number and Terms of NSOs, Restricted Shares or Stock Units

     16.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number
of NSOs,  Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual  retainers and meeting fees that would  otherwise be paid in cash
shall be calculated in a manner determined by the Board. The terms of such NSOs,
Restricted Shares or Stock Units shall also be determined by the Board.

ARTICLE 17......LIMITATION ON RIGHTS

ARTICLE 17. LIMITATION ON RIGHTS.

     17.1...Retention Rights

     17.1.  Retention  Rights.  Neither the Plan nor any Award granted under the
Plan  shall be deemed  to give any  individual  a right to  remain an  Employee,
Outside  Director or Consultant.  The Company and its Parents,  Subsidiaries and
Affiliates  reserve the right to terminate the service of any Employee,  Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws,  the  Company's  articles  of  incorporation  and  bylaws  and  a  written
employment agreement (if any).

     17.2...Shareholders' Rights

     17.2.  Shareholders'  Rights. A Participant  shall have no dividend rights,
voting  rights or other  rights as a  shareholder  with  respect  to any  Shares
covered by his or her Award prior to the time when a stock  certificate for such
Shares is issued or, if applicable,  the time when he or she becomes entitled to
receive  such Shares by filing any  required  notice of exercise  and paying any
required Exercise Price. No adjustment shall be made for cash dividends or other
rights for which the  record  date is prior to such  time,  except as  expressly
provided in the Plan.

     17.3...Regulatory Requirements

     17.3   Regulatory   Requirements.   Any   other   provision   of  the  Plan
notwithstanding,  the  obligation  of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any  regulatory  body as may be required.  The Company  reserves the right to
restrict,  in whole or in part,  the  delivery  of Shares  pursuant to any Award
prior to the satisfaction of all legal requirements  relating to the issuance of
such Shares, to their registration,  qualification or listing or to an exemption
from registration, qualification or listing.

ARTICLE 18......WITHHOLDING TAXES

ARTICLE 18. WITHHOLDING TAXES.

     18.1...General

     18.1. General.  To the extent required by applicable federal,  state, local
or foreign law, a Participant  or his or her successor  shall make  arrangements
satisfactory  to  the  Company  for  the  satisfaction  of any  withholding  tax
obligations  that arise in  connection  with the Plan.  The Company shall not be
required to issue any Shares or make any cash payment  under the Plan until such
obligations are satisfied.

     18.2...Share Withholding

     18.2. Share Withholding.  The Committee may permit a Participant to satisfy
all or part of his or her  withholding  or income tax  obligations by having the
Company  withhold all or a portion of any Shares that otherwise  would be issued
to his or her or by  surrendering  all or a portion of any Shares that he or she
previously  acquired.  Such Shares shall be valued at their Fair Market Value on
the date when taxes otherwise would be withheld in cash.

ARTICLE 19......FUTURE OF THE PLAN

ARTICLE 19. FUTURE OF THE PLAN.

     19.1...Term of the Plan

     19.1.  Term of the  Plan.  The  Plan,  as set forth  herein,  shall  become
effective  on January  31,  2000.  The Plan shall  remain in effect  until it is
terminated under Section 19.2,  except that no ISOs shall be granted on or after
the 10th  anniversary  of the later of (a) the date when the Board  adopted  the
Plan or (b) the date when the Board  adopted  the most  recent  increase  in the
number of Shares  available  under Article 4 which was approved by the Company's
shareholders.

     19.2...Amendment or Termination

     19.2.  Amendment  or  Termination.  The Board may,  at any time and for any
reason,  amend or terminate  the Plan. An amendment of the Plan shall be subject
to the approval of the  Company's  shareholders  only to the extent  required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the  termination  thereof.  The  termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.

ARTICLE 20.....LIMITATION ON PARACHUTE PAYMENTS

ARTICLE 20. LIMITATION ON PARACHUTE PAYMENTS.

     20.1...Scope of Limitation

     20.1. Scope of Limitation. This Article 20 shall apply to an Award only if:

     (a)  The  independent  auditors  most  recently  selected by the Board (the
          "Auditors")  determine  that the after-tax  value of such Award to the
          Participant,  taking into account the effect of all federal, state and
          local income taxes,  employment  taxes and excise taxes  applicable to
          the  Participant  (including  the excise tax under section 4999 of the
          Code),  will be greater after the  application of this Article 20 than
          it was before the application of this Article 20, or

     (b)  The Committee, at the time of making an Award under the Plan or at any
          time thereafter, specifies in writing that such Award shall be subject
          to this Article 20 (regardless of the after-tax value of such Award to
          the Participant).

If this  Article  20  applies  to an  Award,  it shall  supersede  any  contrary
provision of the Plan or of any Award granted under the Plan.

     20.2...Basic Rule

     20.2. Basic Rule. In the event that the independent  auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant  (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of
the provisions  concerning  "excess  parachute  payments" in Section 28OG of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Article 20, the "Reduced
Amount" shall be the amount,  expressed as a present value,  which maximizes the
aggregate  present  value of the  Payments  without  causing  any  Payment to be
nondeductible by the Company because of Section 28OG of the Code.

     20.3...Reduction of Payments

     20.3.  Reduction of Payments.  If the Auditors  determine  that any Payment
would be  nondeductible by the Company because of Section 28OG of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the  detailed  calculation  thereof  and  of  the  Reduced  Amount,  and  the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments  shall be eliminated or reduced (as long as after such election the
aggregate  present  value of the Payments  equals the Reduced  Amount) and shall
advise the Company in writing of his or her  election  within 10 days of receipt
of notice.  If no such  election is made by the  Participant  within such 10-day
period,  then the Company may elect which and how much of the Payments  shall be
eliminated  or reduced (as long as after such  election  the  aggregate  present
value  of  the  Payments  equals  the  Reduced  Amount)  and  shall  notify  the
Participant promptly of such election.  For purposes of this Article 20, present
value shall be determined in accordance with Section 28OG(d)(4) of the Code. All
determinations  made by the Auditors under this Article 20 shall be binding upon
the  Company  and the  Participant  and shall be made within 60 days of the date
when a Payment  becomes  payable or  transferable.  As promptly  as  practicable
following such determination and the elections hereunder,  the Company shall pay
or transfer to or for the benefit of the  Participant  such  amounts as are then
due to him or her under the Plan and shall  promptly  pay or  transfer to or for
the benefit of the  Participant  in the future such amounts as become due to him
or her under the Plan.

     20.4.....Overpayments and Underpayments20.4 Overpayments and Underpayments.
As a result of uncertainty in the application of Section 28OG of the Code at the
time of an initial determination by the Auditors hereunder,  it is possible that
Payments  will have been made by the Company  that should not have been made (an
"Overpayment")  or that additional  Payments that will not have been made by the
Company could have been made (an  "Underpayment"),  consistent in each case with
the calculation of the Reduced Amount hereunder. In the event that the Auditors,
based upon the assertion of a deficiency by the Internal Revenue Service against
the Company or the Participant  that the Auditors believe has a high probability
of success,  determine that an Overpayment has been made, such Overpayment shall
be treated for all purposes as a loan to the  Participant  which he or she shall
repay to the Company,  together  with  interest at the  applicable  federal rate
provided in Section 7872(f)(2) of the Code;  provided,  however,  that no amount
shall be payable by the  Participant  to the  Company if and to the extent  that
such payment would not reduce the amount  subject to taxation under Section 4999
of the Code. In the event that the Auditors  determine that an Underpayment  has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for  the  benefit  of  the  Participant,  together  with  interest  at the
applicable federal rate provided in Section 7872(f)(2) of the Code.

     20.5...Related Corporations

     20.5.  Related  Corporations.  For  purposes  of this  Article 20, the term
"Company" shall include affiliated  corporations to the extent determined by the
Auditors in accordance with Section 28OG(d)(5) of the Code.

ARTICLE 21......EXECUTION

ARTICLE 21. EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.

                                       ROSEVILLE COMMUNICATIONS COMPANY

                                       By:

                                       Title: