Registration No. ____________


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SUREWEST COMMUNICATIONS
               (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.)


                  200 Vernon Street, Roseville California 95678
               (Address of principal executive offices) (Zip Code)

                                  SUREWEST KSOP
                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                           Cooper, White & Cooper LLP
                        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>



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                              <C>                    <C>             <C>                       <C>

                                                  Proposed Maximum     Proposed Maximum
Title of Securities to be                         Offering Price Per   Aggregate Offering     Amount of
Registered                   Amount to be         Share                Price                  Registration Fee (1)
                             Registered
---------------------------- -------------------- -------------------- ---------------------- ----------------------
Common Stock (2)             1,000,000 shares     52.26                52,260,000             $18,021
</TABLE>

(1)      Estimated pursuant to Rule 457(c) under the Securities Act of 1933
         solely for purposes of calculating the registration fee, on the basis
         of $52.26 per share, the average of the high and low prices of the
         Common Stock on the NASDAQ on April 26, 2002.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the SureWest KSOP described
         herein.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         SureWest Communications (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, 2001
filed with the Securities and Exchange Commission ("SEC") on March 22, 2002;

     (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.

         Inapplicable.

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.

4.1      SureWest  KSOP (the "Plan") in  substantially  the form in which it
         will be adopted by the Registrant.

4.2      Articles of Incorporation of Registrant, together with Certificate of
         Amendment of Articles of Incorporation dated January 25, 1996 and
         Certificate of Amendment of Articles of Incorporation dated June 21,
         1996 (incorporated by reference to Exhibit 3(a) to Form 10-Q Quarterly
         Report for the quarter ended September 30, 1996).

4.3      Certificate of Amendment of Articles of Incorporation dated May 18,
         2001 (incorporated by reference to Exhibit 3(b) to Form 10-Q Quarterly
         Report for the quarter ended June 30, 2001).

4.4      Bylaws of Registrant (incorporated by reference to Exhibit 3(b) to Form
         10-K Annual Report of the Registrant for the year ended December 31,
         2000).

4.5      Shareholder Rights Plan (incorporated by reference to Exhibit 2.1 to
         Form 8-A Registration Statement under the Securities Act of 1934).

5.1      Undertaking re Status of Favorable Determination Letter Covering the
         Plan:

         The Registrant will submit the Plan to the Internal Revenue Service
         (the "IRS") in a timely manner with a request for a favorable
         determination that the Plan qualifies under Section 401(a) and related
         provisions of the Internal Revenue Code of 1986, as amended, and will
         make such changes to the Plan required by the IRS in order to receive
         such favorable determination.

5.2      Opinion of Cooper, White & Cooper LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Cooper, White & Cooper LLP is included in Exhibit 5.2 to
         this Registration Statement with the opinion filed as Exhibit 5.2
         hereto.

24.1     Powers of Attorney of Directors.

Item 9.  Undertakings.

     (a)  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:

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (iii) 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.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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.

     (b) 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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

     (c) 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

THE REGISTRANT

         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 29th day
of April, 2002.

                                    SUREWEST COMMUNICATIONS



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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates indicated.

                        Signature                          Title
Date
                                           President and Chief Executive Officer

April 29, 2002   /s/ Brian H. Strom
                 ------------------
                 Brian H. Strom


                                           Executive Vice President and Chief
                                           Financial Officer (Principal
April 29, 2002   /s/ Michael D. Campbell   Financial and Accounting Officer)
                 -----------------------
                 Michael D. Campbell



<PAGE>







Directors:


April 29, 2002                         *                                Director
                      --------------------------------------------
                      Thomas E. Doyle


April 29, 2002        /s/ Brian H. Strom                                Director
                      --------------------------------------------
                      Brian H. Strom


April 29, 2002                         *                                Director
                      --------------------------------------------
                      John A. Roberts III


April 29, 2002                         *                                Director
                      --------------------------------------------
                      Chris L. Branscum


April 29, 2002                         *                                Director
                      --------------------------------------------
                      Neil J. Doerhoff


April 29, 2002                         *                                Director
                      --------------------------------------------
                      Kirk C. Doyle


April 29, 2002                         *                                Director
                      --------------------------------------------
                      Timothy D. Taron



*By /s/Brian H. Strom
    --------------------------------
       Brian H. Strom
       Attorney-in-Fact




<PAGE>



THE PLAN

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
as the sponsor of the SureWest KSOP, 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 29th day of April, 2002.


                                       SUREWEST KSOP


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



<PAGE>



                                  EXHIBIT INDEX

4.1      SureWest KSOP (the "Plan") in substantially the form in which it will
         be adopted by the Registrant.

4.2      Articles of Incorporation of Registrant, together with Certificate of
         Amendment of Articles of Incorporation dated January 25, 1996 and
         Certificate of Amendment of Articles of Incorporation dated June 21,
         1996 (incorporated by reference to Exhibit 3(a) to Form 10-Q Quarterly
         Report for the quarter ended September 30, 1996).

4.3      Certificate of Amendment of Articles of Incorporation dated May 18,
         2001 (incorporated by reference to Exhibit 3(b) to Form 10-Q Quarterly
         Report for the quarter ended June 30, 2001).

4.4      Bylaws of Registrant (incorporated by reference to Exhibit 3(b) to Form
         10-K Annual Report of the Registrant for the year ended December 31,
         2000).

4.5      Shareholder Rights Plan (incorporated by reference to Exhibit 2.1 to
         Form 8-A Registration Statement under the Securities Act of 1934).

5.1      Undertaking re Status of Favorable Determination Letter Covering the
         Plan (see Item 8 of this Registration Statement).

5.2      Opinion of Cooper, White & Cooper LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Cooper, White & Cooper LLP is included in Exhibit 5.2 to
         this Registration Statement with the opinion filed as Exhibit 5.2
         hereto.

24.1     Powers of Attorney of Directors.

<PAGE>




                                                                     EXHIBIT 4.1

                                  SUREWEST KSOP

                    (Amended and Restated as of May 1, 2002)






















<PAGE>


                                  SUREWEST KSOP
                      AMENDED AND RESTATED AS OF MAY 1,2002

     SureWest Communications hereby establishes a plan for the benefit of its
employees and the employees of certain of its affiliated companies. The plan
consists of a stock bonus plan, which incorporates the provisions of an employee
stock ownership plan ("ESOP") that meets the requirements of section 4975 of the
Code; and a profit sharing plan with a cash or deferred feature, pursuant to
Code section 401(k). This Plan is an amendment and restatement of the SureWest
Communications Employee Stock Ownership Plan and is a successor to that Plan.

                                   ARTICLE 1.
                        Name, Purpose and Effective Date

     1.1 Name.  The Plan and Trust  created  hereby shall be called the SureWest
KSOP.

     1.2 Purpose. The purpose of the Plan and Trust is to encourage employees of
SureWest   Communications   and  its   affiliated   companies   ("Company")   to
systematically  save or  defer a  portion  of  their  current  compensation,  to
accumulate capital ownership in the Company, and through that ownership to share
in the future of the Company,  and to provide  employees with the opportunity to
obtain a higher degree of economic  security.  An additional purpose of the Plan
is to enable  employees  to acquire a stock  ownership  interest in the Company.
Hereafter, the Plan will consist of two distinct components. The first component
is the  profit  sharing  portion,  including  a  cash  or  deferred  arrangement
("CODA"), intended to be qualified under section 401(k) of the Code, which shall
consist of all plan assets and funds,  except for plan assets and funds invested
in SureWest  Communications Company Stock Fund. The second component of the Plan
is the ESOP,  which also includes a CODA and which  consists  solely of all plan
assets and funds invested in the SureWest Communications Company Stock Fund. The
Plan and Trust are intended for the exclusive  benefit of such  individuals as a
plan and trust which  qualify under  Sections  401(a) and 501(a) of the Internal
Revenue Code of 1986.  The  contribution  features set forth in Article 5 of the
Plan are  intended to qualify as cash or  deferred  arrangements  under  Section
401(k) of the Internal Revenue Code of 1986.


                                   ARTICLE 2.

                          Definitions and Construction

     2.1 Definitions. For purposes of this Plan, the terms set forth below shall
have the following meanings, unless a different meaning is specifically provided
or is clearly required by the context in which the term is used:

     (a) For purposes of Plan Years prior to 1992, "Break in Service" shall mean
a Plan Year (or such other  12-month  period by reference to which an Employee's
Years of Service are  computed)  during which an Employee does not complete more
than five hundred (500) Hours of Service. For purposes of Plan Years after 1991,
"Break in Service" shall mean a 12 consecutive  month period of time  commencing
on the Participant's Severance from Service Date, as defined in Section 2.1(cc),
and  anniversaries  thereof and ending on the date on which the  Employee  again
performs an Hour of Service.  Solely for purposes of determining whether a Break
in  Service  has  occurred  under the  provisions  of this  Section  2.1(a),  an
individual  who is absent from work for  maternity  or paternity  reasons  shall
receive credit for the Hours of Service which would otherwise have been credited
to such  individual  but for such  absence,  or, in any case in which such hours
cannot be  determined,  eight (8) hours of service per day of such absence.  For
purposes of this paragraph, absence from work for maternity or paternity reasons
means an  absence  (i) by reason of the  pregnancy  of the  individual,  (ii) by
reason  of a birth  of the  child of the  individual,  (iii)  by  reason  of the
placement of a child with the individual in connection with the adoption of such
child by such  individual,  or (iv) for  purposes of caring for such child for a
period  beginning  immediately  following such birth or placement.  The Hours of
Service  credited  under this  paragraph  shall be  credited in the Plan Year in
which the  absence  begins if a  crediting  is  necessary  to prevent a Break in
Service in that Plan Year, or, in all other cases, in the following Plan Year.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Committee"  shall mean the  Administrative  Committee  appointed
     pursuant to Article 3 of the Plan to administer the Plan.

          (d)   Prior  to  June  1,  2001   "Company"   shall   mean   Roseville
     Communications  Company,  and any other  corporation  that is a member of a
     controlled group of corporations (as defined in Section 414(b) of the Code)
     which includes Roseville  Communications Company, that has adopted the Plan
     with the  consent of the Board of  Directors  of  Roseville  Communications
     Company, and that has agreed to be bound by the terms and conditions of the
     Plan.  Effective  as  of  June  1,  2001,  "Company"  shall  mean  SureWest
     Communications and any other corporation that is a member of the controlled
     group of  corporations  (as  defined in Section  414(b) of the Code)  which
     includes  SureWest  Communications,  that has  adopted  the  Plan  with the
     consent of the Board of Directors of  Roseville  Communications  Company or
     SureWest  Communications,  and that has agreed to be bound by the terms and
     conditions of the Plan.

          (e) "Company ESOP  Contributions"  shall mean those contributions that
     the Company  made to the Trust Fund  pursuant to Section  12.1 of the Prior
     Plan.

          (f)  "Company  Matching  Account"  shall  mean  the  separate  account
     established  under the Plan to which  Company  Matching  Contributions  are
     allocated.  The Company Matching  Account shall include Company  Retirement
     Contributions and Company ESOP Contributions.

          (g) "Company Matching  Contributions"  shall mean those  contributions
     which the Company makes pursuant to Section 5.3 of the Plan.

          (h) "Company Retirement  Contributions" shall mean those contributions
     which the  Company  made to the Trust Fund  pursuant  to Section 9.1 of the
     Prior Plan.

          (i)  "Company   Savings  Account"  shall  mean  the  separate  account
     maintained by the Committee for each Participant pursuant to Section 7.2 of
     the Prior Plan.

          (j) "Company  Savings  Contributions"  shall mean those  contributions
     which the  Company  made to the Trust Fund  pursuant  to Section 6.1 of the
     Prior Plan.

          (k) "Disability"  and/or "Disabled" shall mean the inability to engage
     in any substantial gainful activity by reason of any medically determinable
     physical or mental  impairment  which can be expected to result in death or
     to be of  long-continued  and  indefinite  duration.  Disability  shall  be
     determined by the Committee in a uniform and nondiscriminatory manner after
     consideration  of such  evidence as it may  require,  including a report of
     such physician or physicians as it may designate.

          (l) "Early  Retirement  Date"  shall mean the day on which an Employee
     (or former  Employee),  who has attained the age of  fifty-five  (55) years
     (whether then employed by the Company or not) and who has at least five (5)
     Years of Service,  commences to receive early retirement  benefits prior to
     his Normal Retirement Date under the Company's Pension Plan.

          (m) "Earnings"  shall mean a Participant's  basic rate of compensation
     for a particular pay period,  including overtime pay, shift  differentials,
     commissions,  amounts  withheld from a Participant's  compensation  under a
     "cafeteria  plan"  described  in  Section  125 of  the  Code,  and  amounts
     contributed in the form of salary  deferrals to a plan described in Section
     401(k) of the Code,  but not  including  bonuses,  awards,  or other  extra
     remuneration.  "Earnings" shall not exceed $170,000 per year, or such other
     amount as is allowed by the  Secretary  of the  Treasury  or his  delegate.
     "Earnings"  shall  not  include  extra  remuneration  in the form of income
     earned or  recognized  by an Employee from the grant or exercise of a stock
     option or other stock right involving Company stock.

          (n)  "Employee"  shall  mean  any  person  employed  by  the  Company.
     Individuals  defined as "leased  employees"  within the  meaning of Section
     414(n)(2) of the Code and individuals  who provide  services to the Company
     pursuant to an agreement with a leasing organization shall not be Employees
     of the Company for purposes of participation in the Plan.

          (o)  "Employee  ESOP  Contributions"  shall  mean that  portion  of an
     Employee's  Earnings,  if any,  which a Participant  elected to defer under
     Section  11.1 of the Prior  Plan and upon which the  allocation  of Company
     Contributions was based.

          (p)  "Employee  After-tax  Account"  shall mean the  separate  account
     established  under the Plan to which Employee  After-tax  Contributions are
     allocated.  The Employee  After-tax  Account shall include Employee Savings
     Contributions made pursuant to Section 5.1 of the Prior Plan.

          (q) "Employee After-tax  Contributions" shall mean those contributions
     which the Participant makes pursuant to Section 5.2 of the Plan.

          (r)  "Employee  Pre-tax  Account"  shall  mean  the  separate  account
     established  under the Plan to which  Employee  Pre-tax  Contributions  are
     allocated.  The Employee Pre-tax Account shall include Employee  Retirement
     Contributions and Employee ESOP Contributions made pursuant to Sections 8.1
     and 11.1 of the Prior Plan.

          (s) "Employee Pre-tax  Contributions"  shall mean those  contributions
     which the Participant makes pursuant to Section 5.1 of the Plan.

          (t) "Employee Retirement  Contributions" shall mean that portion of an
     Employee's  Earnings,  if any,  which a Participant  elected to defer under
     Section  8.1 of the Prior  Plan and upon  which the  allocation  of Company
     Retirement Contributions was based.

          (u) "Employee Savings  Contributions"  shall mean those  contributions
     which a Participant elected to make under Section 5.1 of the Prior Plan and
     upon which the allocation of Company Savings Contributions was based.

          (v) "Hour of Service" shall mean:

               (i) each hour for which an Employee  is  directly  or  indirectly
          paid by, or  entitled to payment  from,  the Company in respect of his
          performance  of duties for the  Company,  such hours to be credited to
          the Plan Year(s) in which the  Employee  performs the duties for which
          he is paid;

               (ii) each hour for which back pay,  irrespective of mitigation of
          damages,  is  awarded  or agreed to by the  Company,  such hours to be
          credited to the Plan  Year(s) to which the back pay award or agreement
          pertains; and

               (iii) each hour for which an Employee  is directly or  indirectly
          paid by, or entitled to payment from, the Company for a period of time
          during  which no duties are  performed  (irrespective  of whether  the
          employment  relationship  has  terminated)  due to vacation,  holiday,
          illness,   incapacity  (including  disability),   layoff,  jury  duty,
          military  duty or leave of  absence,  such hours to be credited to the
          Plan  Year(s)  during  which  occurs the  Employee's  absence or other
          condition  in respect of which the  Employer's  liability  for payment
          arises;  provided,  however,  that no more than five hundred one (501)
          Hours of Service  shall be  credited  to an Employee on account of any
          single  continuous  period during which he performs no duties.  In the
          case of a  payment  made or due  which is  calculated  on the basis of
          units of time,  the number of hours to be credited shall be the number
          of regularly  scheduled working hours included in the units of time on
          the basis of which the payment is calculated. In the case of a payment
          made or due which is not calculated on the basis of units of time, the
          number of hours to be credited  shall be  determined  by dividing  the
          payments  received  or due by the  lesser of (a) the  Employee's  most
          recent hourly rate of  Compensation  for the  performance of duties or
          (b)  the  Employee's  average  hourly  rate  of  Compensation  for the
          performance of duties  (excluding  overtime rates) for the most recent
          Plan Year prior thereto in which the Employee completed more than five
          hundred (500) Hours of Service.

               The hours includable under any one of clauses (i), (ii), or (iii)
          above shall not be includable  under any other of such clauses.  Hours
          of Service will be credited for  employment  with other  members of an
          affiliated  service  group  (under  Section  414(m)  of the  Code),  a
          controlled  group of corporations  (under Section 414(b) of the Code),
          or a group of trades or businesses under common control (under Section
          414(c) of the Code) of which the Company is a member. Hours of Service
          will also be credited to any  individual  considered an employee under
          Section 414(n) of the Code.

          (w) "Normal  Retirement  Date" shall mean the day on which an Employee
     attains the age of sixty-five (65) years.

          (x) "Participant" shall mean an Employee


               (i) who is eligible for  participation  in the Plan in accordance
          with Section 4.1;

               (ii) who has  commenced to  participate  in the Plan after filing
          with the Committee an application to participate; and

               (iii)  whose  participation  in the  Plan has not  terminated  by
          reason of death,  Disability,  retirement,  Severance from Service, or
          the occurrence of a Break in Service.

          (y) "Plan" shall mean the SureWest KSOP as herein set forth, as it may
     be amended from time to time.

          (z) "Plan  Year"  shall mean the  calendar  year,  which  shall be the
     accounting period of the Plan and Trust.

          (aa) "Prior  Plan"  shall mean the  SureWest  Communications  Employee
     Stock Ownership Plan in effect prior to May 1, 2002.

          (bb) "Rollover Account" shall mean an account  established to maintain
     amounts contributed pursuant to section 13.8 of the Plan.

          (cc)  "Service"  shall  mean  an  Employee's   period  or  periods  of
     employment  with the Company that are counted as  "Service"  in  accordance
     with the following rules:

               (1) Each  Employee  shall be credited with Service under the Plan
          for the period or periods  during  which such  Employee  maintains  an
          employment  relationship  with the Company.  An Employee's  employment
          relationship  commences on the date the Employee first renders an Hour
          of Service and ends on his Severance  from Service Date. An Employee's
          Severance from Service Date shall mean the earlier of:

                    (i) the  date on  which  the  Employee  quits,  retires,  is
               discharged, or dies; or

                    (ii) the first  anniversary of the first date of a period in
               which an Employee  remains  absent from Service  (with or without
               pay) with the Company for any reason other than quit, retirement,
               discharge,  or  death,  such  as  vacation,   holiday,  sickness,
               disability,  leave of absence or layoff; provided,  however, that
               the  Severance  from  Service  Date for an Employee who is absent
               from  service  beyond the first  anniversary  of the first day of
               absence by reason of maternity  or paternity  leave is the second
               anniversary  of the first day of such  absence,  with the  period
               between  the first and second  anniversaries  of the first day of
               absence  being  neither  a period  of  Service  nor a  period  of
               severance.

               (2) Service will also include the following periods:

                    (i) Periods of leave of absence  with or without pay granted
               to the  Employee by the  Company in a like and  nondiscriminatory
               manner for any purpose  including,  but not limited to, sickness,
               accident,   or  military  leave.   Such  Employee  shall  not  be
               considered  to have  terminated  employment  during such leave of
               absence unless he fails to return to the employ of the Company at
               or prior to the expiration  date of such leave,  in which case he
               shall be deemed to have  terminated  Service as of the  Severance
               from Service Date.

                    (ii) The period of time between an Employee's Severance from
               Service Date by reason of a resignation, discharge, or retirement
               and the first  anniversary  of the date on which the Employee was
               first  absent,  if the  Employee  returns to Service on or before
               such first anniversary date.

               (3)  All  periods  of  an  Employee's  Service,  whether  or  not
          consecutive,  will be aggregated.  Service will be measured in elapsed
          fractions  of  years  whereby  each  completed   calendar  month  will
          constitute  one-twelfth of a year, and partial  calendar  months which
          when  aggregated  equal thirty days will  constitute  one-twelfth of a
          year.

     (dd)  "SureWest  Communications  Company  Stock  Fund"  shall mean the ESOP
component  of the Plan which shall be invested  primarily in the common stock of
SureWest  Communications,  Inc.,  together  with cash that the  Committee  deems
necessary to meet liquidity needs of the Plan.

     (ee) "Trust" shall mean the trust created  pursuant to the Trust  Agreement
attached as Appendix A hereto.

     (ff) "Trust Fund" shall mean the fund  established by the Trustee  pursuant
to the Trust Agreement attached as Appendix A, to which  contributions under the
Plan shall be made and from which benefits under the Plan shall be distributed.

     (gg) "Trustee" shall mean the trustee named in the Trust Agreement attached
hereto as Appendix A or any successor  trustee  appointed and acting pursuant to
said Trust Agreement.

     (hh)  "Valuation  Date"  shall  mean  each day as of which the value of the
Trust Fund or a  participants  Accounts has been  determined by the Committee in
accordance with Section 6.5 of the Plan.

     (ii) For purposes of Plan Years after 1991,  "Year of Service" shall mean a
12-month period of Service (as defined in Section  2.1(cc) above).  For purposes
of Plan Years  prior to 1992,  "Year of  Service"  shall mean a 12-month  period
during which an Employee has one thousand (1,000) or more Hours of Service.  The
computation  of the  12-month  period  shall be made by reference to the date on
which the Employee commenced his employment with the Company; provided, however,
if an Employee does not complete one thousand  (1,000)  Hours of Service  during
the 12-month  period  beginning  on such date,  the  12-month  periods  shall be
computed by reference to the first day of each Plan Year  commencing  after such
date.

     2.2 Construction.  Wherever  appropriate herein, words used in the singular
may include the plural,  the plural may include the singular,  and the masculine
may  include  the  feminine.  The  titles  and  headings  used  herein  are  for
convenience of reference only and shall not be used in the interpretation of the
Plan and Trust as herein set forth.

     2.3 Applicable Law. The Plan and Trust shall be  interpreted,  and the Plan
administered,  in accordance  with the laws of the State of California  and in a
manner consistent with the requirements of the Code and the Employee  Retirement
Income Security Act of 1974  ("ERISA"),  as the same may be amended from time to
time. All references herein to the Code or ERISA or to any section thereof shall
be deemed to refer to such law or  section  thereof as the same may from time to
time be modified, amended or replaced by law of similar import and application.

     2.4 Company Common Stock. The term "Company Common Stock" and "common stock
of  the   Company"   shall  mean  and  include  the  common  stock  of  SureWest
Communications.


                                   ARTICLE 3.

                           Administration of the Plan


     3.1 Members. The Plan shall be administered by an Administrative  Committee
of five (5)  persons  who shall be  appointed  by,  and who  shall  serve at the
pleasure of, the Company.

     3.2  Responsibilities.  The Committee  shall be the named fiduciary and the
administrator  of the Plan required by ERISA. The Committee shall appoint one of
its members to be Chairman of the Committee; the person so selected shall be the
agent  of the Plan for  service  of legal  process.  The  Committee  shall  have
complete control of the administration of the Plan, with all powers necessary to
enable it to carry out its  duties in that  respect.  The  Committee  shall have
complete discretionary authority to determine any question arising in connection
with the  interpretation,  operation,  and administration of the Plan (including
any question relating to age, employment, Earnings, or eligibility for benefits)
and its decisions or actions in respect  thereof shall be conclusive and binding
upon  any  and  all  persons  and  parties.  The  Committee's   interpretations,
determinations  and actions  taken  under the Plan shall in all cases  result in
like treatment for Employees who are similarly situated.

     3.3 Action by the Committee. A majority of the Committee shall constitute a
quorum for the transaction of business. All actions of the Committee shall be by
an affirmative  vote of not less than a majority of the Committee at a duly held
meeting or without a meeting by an instrument in writing signed by not less than
a majority of the Committee; but no member of the Committee shall vote or act on
any matter that relates solely to himself or his interest as a Participant.  The
Committee may act notwithstanding the existence of a vacancy in the Committee so
long as there are at least four (4) members of the Committee.

     3.4  Records.  The  Committee  shall  keep a  complete  record  of all  its
proceedings and all data necessary for the administration of the Plan.

     3.5  Compensation  and Expenses.  The members of the Committee  shall serve
without  compensation for their services as such, but shall be reimbursed by the
Company for all  necessary  expenses  incurred in the discharge of their duties,
including without limitation, the cost of the bond required under Section 412 of
ERISA and the fees and  expenses of such agents as may be hired or  appointed by
the Committee pursuant to the provisions of this Article 3.

     3.6 Agents.  The  Committee  may allocate to one or more of its members and
may  delegate to any other person or persons any of its rights,  powers,  duties
and  responsibilities  with respect to the operation and  administration  of the
Plan. Any such  allocation or delegation  shall be reviewed at least annually by
the Committee and shall be terminable upon such notice as the Committee,  in its
sole discretion,  deems reasonable and prudent under the circumstances.  Without
limiting the scope of the  foregoing,  the Committee (i) may employ such persons
as the  Committee,  in its  sole  discretion,  determines  to be  necessary  and
appropriate   to  render  advice  or  perform   services  with  respect  to  the
responsibilities of the Committee,  including, without limitation,  accountants,
attorneys,  financial consultants and employee benefit consultants, and (ii) may
authorize  one or more of its members to execute  documents on its behalf and to
direct the Trustee in the performance of the Trustee's duties, in which case the
Trustee, upon written notification of such authorization,  shall accept and rely
upon such documents until notified in writing that such  authorization  has been
revoked by the Committee.

     3.7  Funding  Policy.  The  Committee  shall from time to time  establish a
funding  policy and method for the Plan which is consistent  with the objectives
of the Plan and the  requirements  of ERISA.  The funding policy and method,  as
established and amended from time to time, shall be promptly communicated to the
Trustee in order that the investment policy of the Trust Fund may be coordinated
with such funding policy and method.

     3.8 Reports. The Committee shall cause such reports and other documents and
data as are required under ERISA and the Code and any regulations or rules under
either of said laws to be timely  filed with the proper  governmental  authority
and/or  furnished  to  Participants  receiving  benefits  under  the  Plan.  The
Committee  shall  furnish  to  each  Participant  (or,  if  appropriate,  to the
beneficiary of a Participant) at least six (6) months prior to the Participant's
Normal  Requirement  Date or within one (1) month before he qualifies  for early
retirement  under Section 7.03 of the Company's  Revised Pension Plan or one (1)
month after his death or Disability  or the  occurrence of a Break in Service or
at such  other  time as may be  established  from time to time by the  Committee
(consistent with regulations promulgated by the Secretary of the Treasury or his
delegate)  a written  explanation  of the claims  procedures  established  under
Section 3.10 of the Plan.

     3.9  Indemnification.  The Company  shall  indemnify  and hold harmless the
members of the  Committee  from and against any and all  liabilities,  costs and
expenses  incurred  by  members  of the  Committee  as the  result of any act or
omission by them or by any person hired or appointed by them in connection  with
the performance of the duties,  responsibilities  and obligations of the members
of the Committee under the Plan or ERISA, other than such liabilities, costs and
expenses as may result from their own willful misconduct.

     I3.10 Claims Procedures.


          (a) Filing of Claim. A Participant or the beneficiary of a Participant
     (the  "Claimant")  may file a claim for a Plan benefit.  The claim shall be
     deemed filed when a written  communication  is delivered by the Claimant or
     the Claimant's authorized  representative to the Administrative  Committee.
     The claim  must state the name of the  Claimant  and the basis on which the
     claim is made.

          (b) Denial of Claim . If a claim is fully or  partially  denied by the
     Committee,  written  notice of the  Committee's  decision to deny the claim
     will be furnished  to the Claimant  within 60 days of the date on which the
     Committee  receives  the claim (if no such  notice of denial is received by
     the  Claimant  within  such  60-day  period,  the  claim  shall  be  deemed
     approved).  The  written  notice of denial  shall set forth,  in the manner
     calculated to be understood by the Claimant, the following matters:

               (i) the specific reason or reasons for the denial;

               (ii) specific reference to pertinent Plan provisions on which the
          denial is based;

               (iii) a description  of any  additional  material or  information
          necessary for the Claimant to perfect the claim and an  explanation of
          why such material or information is necessary; and

          (iv) an explanation of the Plan's claim review procedure.

          (c) Claim Review Procedure . If a claim is denied, the Claimant or his
     authorized  representative may file a request for review of the decision of
     denial within 60 days after  receipt by the Claimant of the written  notice
     of  denial.  The  request  for  review  shall be in  writing  and  shall be
     delivered to the Administrative  Committee.  The Claimant or his authorized
     representative  may review  pertinent  Plan documents and may submit issues
     and comments in writing to the Administrative Committee.

          (d) Decision on Review . A decision by the Administrative Committee on
     the request for review shall be made  promptly,  but not later than 60 days
     after the  Committee's  receipt of the  Claimant's  request  for review (if
     special  circumstances  require an  extension of time for  processing,  the
     Committee's  decision on review shall be rendered as soon as possible,  but
     not  later  than 120 days  after  receipt  of the  Claimant's  request  for
     review).  The  Committee's  decision  on review will be in writing and will
     include specific  reasons for the Committee's  decision written in a manner
     calculated to be understood by the Claimant, and specific reference will be
     made to the pertinent Plan provisions on which the decision is based.

                                   ARTICLE 4.

                          Eligibility and Participation

     4.1  Eligibility.  Each Employee who was a Participant in the Prior Plan on
April 30, 2002 shall continue to  participate  in the Plan.  Each other Employee
shall be  eligible  to  participate  in the Plan on the  first  day of the month
coincident  with or  immediately  following  his  date of  employment  with  the
Company.  One year of service will be required in order for a participant  to be
eligible  to receive  Company  Matching  Contributions  pursuant  to Section 5.3
below.

     4.2  Participation.  Participation in the Plan is voluntary.  Each eligible
Employee who elects to  participate in the Plan shall file with the Committee an
application which shall:

          (a)  specify  the  percentage  of his  Earnings  which  he  wishes  to
     contribute  to his  Employee  After-tax  Account  under  the  Plan  and the
     percentage of his earnings which he wishes to defer by electing to have the
     Company contribute such amount to his Employee Pre-tax Account;

          (b) designate a beneficiary or beneficiaries to receive any payment or
     distribution  which may be due upon his death;  and

          ( c) contain such other or  additional  information  as the  Committee
     determines  is necessary  for the  administration  of the Plan. An eligible
     Employee who files such  application  with the Committee  shall commence to
     participate in the Plan as of the next regularly  scheduled pay period,  as
     soon as is administratively feasible.

     4.3  Reemployment.  If the  employment of an Employee is terminated for any
reason  after he has  become a  Participant  in the Plan and he is  subsequently
reemployed by the Company,  he shall be eligible to become a Participant  in the
Plan immediately upon his reemployment.

     4.4 Termination of Participation.  Participation in the Plan shall continue
until  the  employee's  Severance  from  Service  date  as  defined  in  Section
2.1(cc)(2).

     4.5 Notice to Employees.  The  Committee  shall notify every  Employee,  in
writing, of the existence of the Plan in the form of a Summary Plan Description.
The Company  shall  furnish to the  Committee  or its  delegate the names of all
Employees who become  eligible to become  Participants,  and the Committee shall
notify each such person of his eligibility.

                                   ARTICLE 5.

                       Employee and Company Contributions

     5.1  Employee  Pre-tax  Contributions.  An  Employee  who  is  eligible  to
participate  in the  Plan  under  Section  4.1 may  contribute  up to 50% of his
Earnings on a pre-tax basis to the Plan as an Employee Pre-tax Contribution,  in
increments  of 1%.  The  combined  amount of a  Participant's  Employee  Pre-tax
Contributions  under this Section 5.1 and such Participant's  Employee After-tax
Contributions  under  Section  5.2 shall  not  exceed in any Plan Year an amount
equal to 50% of the Participant's Earnings in such Plan Year.

     Notwithstanding  the foregoing,  a Participant that is a Highly Compensated
Employee as defined in section  15.1(n) is permitted to  contribute up to 15% of
his  Earnings  to the Plan as an Employee  Pre-tax  Contribution.  The  combined
amount of a Highly Compensated  Employee's Employee Pre-tax  Contributions under
this Section 5.1 and Employee  After-tax  Contributions  under Section 5.2 shall
not exceed in any Plan Year an amount equal to 21% of the Participant's Earnings
in  such  Plan  Year.  Notwithstanding  the  foregoing,  an  Employee's  Pre-tax
Contributions  may not exceed  the limit set forth in Code  section  402(g),  as
indexed.

     5.2  Employee  After-tax  Contributions.  An  Employee  who is  eligible to
participate  in the  Plan  under  Section  4.1 may  contribute  up to 50% of his
Earnings  on  an  after-tax   basis  to  the  Plan  as  an  Employee   After-tax
Contribution,  in  increments  of 1%.  The  combined  amount of a  Participant's
Employee After-tax  Contributions  under this Section 5.2 and such Participant's
Employee  Pre-tax  Contributions  under Section 5.1 shall not exceed in any Plan
Year an amount equal to 50% of the Participant's Earnings in such Plan Year.

     Notwithstanding  the foregoing,  a Participant that is a Highly Compensated
Employee as defined in section  15.1(n) is permitted to  contribute  up to 6% of
his  Earnings to the Plan as an Employee  After-tax  Contribution.  The combined
amount of a Highly Compensated  Employee's Employee Pre-tax  Contributions under
Section 5.1 and Employee  After-tax  Contributions  under this Section 5.2 shall
not exceed in any Plan Year an amount equal to 21% of the Participant's Earnings
in such Plan Year.

     5.3 Company  Matching  Contributions.  Effective  May 1, 2002,  the Company
shall  contribute and pay into the Trust Fund each pay period an amount equal to
one  hundred  percent  (100%)  of each  Participant's  Employee  Pre-tax  and/or
Employee  After-tax  Contributions for such pay period,  but not to exceed 6% of
the Participant's Earnings for such pay period. This contribution shall be known
as the Company Matching Contribution.

     5.4  Payment  of  Contributions.   A  Participant's  Employee  Pre-tax  and
After-tax  Contributions  to the Plan  shall  be  deducted  from  his  regularly
scheduled  paycheck  and paid on his behalf into the Trust Fund each pay period.

     Company  Matching  Contributions  for a pay period shall be paid in cash to
the Trustee  within  fifteen (15) days after the end of the pay period for which
the  Matching  Contribution  is  made.  The  Trustee  shall  be under no duty to
determine the correctness of the computation of Company  Matching  Contributions
hereunder or to enforce payment thereof by the Company.

     5.5  Change in  Contribution.  Upon  seven (7) days  written  notice to the
Committee,  a Participant may voluntarily change, as of the next pay period, the
percentage of his Earnings which are to be  contributed as his Employee  Pre-tax
and/or  After-tax  Contributions to the Plan. When the Earnings of a Participant
change,  the  percentage  elected by such  Participant  shall be applied to such
changed   Earnings  and  the  amount  of  his  Employee   Pre-tax  or  After-tax
Contributions shall be increased or decreased accordingly.

     5.6 Suspension of  Contributions.  Upon written notice to the Committee,  a
Participant may direct that his Employee  Pre-tax or After-tax  Contributions to
the Plan be  suspended  for a period  of not less  than  three (3) nor more than
twelve  (12)  months.   Such   suspension  of  Employee   Pre-tax  or  After-tax
Contributions shall not constitute a termination of participation in the Plan.

     5.7 Return of  Matching  Contributions.  In the event the  Company  makes a
Company Matching  Contribution to the Plan by a mistake of fact or the deduction
for a contribution  is not allowed under Section 404(a) of the Code, the Company
shall be entitled to recover from the Trustee that amount contributed by mistake
of fact or the amount  contributed  in excess of the allowable  deduction  under
Section  404(a),  said  recovery  to be  within  one (1)  year of the  date  the
contribution  is made by  mistake  of fact or,  in the event  the  deduction  is
disallowed,  within one (1) year of the date the deduction is disallowed.  Trust
Fund income  attributable  to the amount to be returned shall not be paid to the
Company,  and Trust Fund loss attributable thereto shall reduce the amount to be
so returned.

     5.8 Employee  Accounts.  The  Committee  shall open and maintain a separate
Employee Pre-tax Account and an Employee  After-tax Account for each Participant
in which shall be recorded the Employee  Pre-tax and After-tax  Contributions of
each Participant, the allocations of Trust income or loss as provided in Article
6, withdrawals there from as provided in Article 8, distributions  there from as
provided in Article 9, and such other  information  as affects the value of such
accounts.

     5.9 Company  Matching  Account.  The  Committee  shall open and  maintain a
separate  Company  Matching  Account  for each  Participant  in  which  shall be
recorded the allocation of Company Matching Contributions as provided in Section
5.3,  the  allocations  of  Trust  income  or loss as  provided  in  Article  6,
withdrawals  there from as  provided in Article 8,  distributions  there from as
provided in Article 9, and such other  information  as affects the value of such
Company Matching Account.

     In addition to the  Company  Matching  Account,  the  Committee  shall also
maintain a separate  Company Savings  Account,  which shall hold Company Savings
Contributions made prior to May 1, 2002.

     5.10 Account Statements. As soon as practicable after the last business day
of each Plan Year the Committee shall furnish to each Participant a statement of
the value of his Employee Pre-tax,  Employee After-tax Company Savings,  Company
Matching,  Company  Savings and Rollover  Accounts as determined as of such day.
The  maintenance of such Accounts,  the  furnishing of statements  thereof,  the
allocations thereto and withdrawals there from shall not require any segregation
of Trust Fund assets.  The terms  "Account" or  "Accounts"  as used in this Plan
mean any one or more of the Accounts  established for a Participant  pursuant to
Article 5.

                                   ARTICLE 6.

                           Trust Fund and Investments


     6.1 Trust  Agreement.  The Company has entered into a Trust  Agreement with
the Trustee,  attached as Appendix A hereto, for the administration of the Trust
Fund.

     6.2  Investments.  The Trust Fund shall consist of such investment funds or
vehicles as the Committee  may, in its  discretion,  designate from time to time
and  may  include  such  investments  as may be  selected  by a  Participant  or
beneficiary under a self-directed  arrangement authorized by the Committee.  The
Trust Fund (including  income produced by the Trust Fund) may be invested in the
common stock of the Company and in such other  investment funds as are chosen by
the Committee and  communicated to  Participants  from time to time. When common
stock of the Company is not  available  for purchase by the Trustee,  Trust Fund
assets shall be invested in any of the  Trustee's  collective  investment  funds
selected by the Committee.  Assets of the SureWest  Communications Company Stock
Fund may also be applied to pay any outstanding obligations of the Plan incurred
for the purchase of common stock of the Company.

     6.3 Sales of Company Stock.  Subject to the approval of the Committee,  the
Trustee may sell shares of Company  common  stock to any person  (including  the
Company), provided that any such sale must be made at a price not less favorable
to the Plan than fair market value as of the date of the sale.

     6.4 Expenses. Brokerage fees, commissions,  stock transfer taxes, and other
charges and expenses  incident to the purchase  and sale of  securities  for the
Trust  Fund shall be paid from the Trust  Fund.  Taxes,  if any,  payable by the
Trustee  on the  assets  at any time  held in the  Trust  Fund or on the  income
thereof  shall be paid  from the Trust  Fund.  All other  expenses  and  charges
incurred in the  administration  of the Plan,  including the Trustee's  fees and
expenses, shall be paid by the Company.

     6.5  Valuations.  The value of the Trust Fund or any  portion or  component
thereof  shall be  determined  by the  Committee as of each  Valuation  Date. In
making such  determination,  the  Committee  shall take into  account the market
value of Trust Fund assets and uninvested cash.

     6.6 Allocations. The net earnings and gains or losses of the Trust Fund for
each  Valuation  Date  (whether  such gains or losses have been realized or not)
will be allocated as of the Valuation  Date among the  Participants  who have an
interest in the Trust Fund. Each  Participant  shall have the right to elect the
manner of investment of his or her Accounts  among the  investment  options then
made  available for the  investment  of such Accounts  pursuant to paragraph 6.9
below.  The Trustee  shall  maintain  separate  records for the Accounts of each
Participant.  Net earnings and gains or losses (which shall mean gross  earnings
and gains or losses,  less expense)  attributable to each investment option held
in a Participant's  Accounts shall be allocated to each such investment  option.
The value of a Participant's  Accounts as of any Valuation Date shall be the sum
of the value of the various  investment  options held in such Accounts as of the
Valuation Date. All valuations and adjustments of a Participant's Accounts shall
be made so as to preserve for each Account of each  Participant  its  beneficial
interest  in each of the  investment  options  in which the  Accounts  have been
invested pursuant to paragraph 6.9 below. Valuations of Company securities which
are  not  readily  tradeable  on an  established  market  shall  be  made  by an
independent  appraiser who meets the requirements similar to the requirements of
the regulations  prescribed under Section 170(a)(1) of the Code. Amounts held in
a forfeiture allocation suspense account established under Section 7.5 shall not
share in Trust Fund income or loss.

     6.7 Participant's Rights.  Nothing herein contained shall be deemed to give
any Participant any interest in any specific property of the Trust Fund nor vest
any  right,  title or  interest  in and to any  assets of the Trust  Fund.  Each
Participant  shall only have the right to  receive  payment at the time or times
and upon the terms and conditions expressly hereinafter set forth in the Plan.

     6.8 Voting Company Stock. Except as otherwise provided in this Section 6.8,
shares of  Company  stock in the  Trust  shall be voted by the  Trustee  only in
accordance with directions from each Participant (or Beneficiary),  who shall be
entitled to give  instructions  as to the voting of all shares of Company  stock
then  allocated  to his  Accounts  under the ESOP  component  of the Plan.  Each
Participant (or Beneficiary)  shall be furnished with the information  statement
and other  materials  provided to Company  shareholders  in connection with each
shareholder  meeting,  together  with  a form  upon  which  confidential  voting
directions may be given to the Trustee (or, if the Trustee is not independent of
the Company,  to an independent third party designated by the Trustee,  who will
tabulate votes and provide  instructions  to the Trustee).  The Trustee (or such
third  party)  shall not  disclose the  confidential  voting  directions  of any
individual  Participant  (or  Beneficiary).  Any  allocated  Company  stock with
respect to which voting  instructions  are not received  from  Participants  (or
Beneficiaries)  and  shares of Company  stock  which are not then  allocated  to
Participants'  Accounts  shall be voted by the Trustee on a pro-rata basis based
on the shares that were voted by  Participants,  in accordance with the terms of
the  Trust.  Since  shares  of  Company  stock  are not  allocated  directly  to
segregated accounts for each individual Participant, for purposes of determining
the number of shares of Company stock which may be voted by a Participant  under
this  Section 6.8,  each  Participant  shall be deemed to have  allocated to his
Accounts  under the ESOP  component  of the Plan a pro rata portion of the total
number of shares of Company  stock  (other than  Financed  Shares held in a Loan
Suspense  Account  under Article 17) held by the Plan on the  applicable  record
ownership date. Such pro rata portion for each  Participant  shall be determined
by multiplying  the total number of shares of Company stock (other than Financed
Shares held in a Loan Suspense  Account) held by the ESOP  component of the Plan
on the applicable record ownership date by a fraction, the numerator of which is
the total value of the Participant's  Accounts in the ESOP component of the Plan
as of such record ownership date and the denominator of which is the total value
of all  Participant's  Accounts  in the  ESOP  component  of the Plan as of such
record ownership date.  Valuations for purposes of the allocations called for by
this Section 6.8 shall be  determined  as of the  Valuation  Date of Plan assets
immediately preceding the applicable record ownership date.

     6.9 Investment Elections.

          (a)  Investment  Allocation  Change.  When  an  Employee  submits  his
     application to become a Participant, he shall provide an election regarding
     the  investment  of  his  accounts.  The  election  shall  specify,  in  1%
     increments from 0% to 100%, the percentage of all current account  balances
     and future  Participant  and Company  contributions  to be invested in each
     investment  option  that is then  made  available  for  the  investment  of
     Participant contributions.

          (b) A Participant may change the investment  elections made under this
     Section 6.9 at any time by giving notice to the plan  administrator  or its
     designee  within  such  time  and in  accordance  with  such  means  as are
     designated by the plan  administrator  and communicated to Participants and
     Employees.  Such  notice  of  change  shall be  subject  to the  procedural
     specifications  set forth above and, except as may otherwise be provided in
     the Trust  Agreement,  shall be  effective  with  respect to  contributions
     received by the Trustee (or otherwise  deposited into the Trust Fund) as of
     the  Valuation  Date on which  the  notice  is  received  or as of the next
     following Valuation Date, in accordance with procedures  established by the
     administrator, and communicated to Participants and Employees.

          (c) An  Employee  making a rollover  contribution  pursuant to Section
     13.8  shall  provide  an  election   regarding   the   investment  of  such
     contribution.  Such election shall be delivered on or prior to the date the
     rollover contribution is effective and shall specify, in 1% increments from
     0% to 100%, the percentage of the rollover  contribution  to be invested in
     each  investment  option which is then made available for the investment of
     rollover contributions.

          (d) Investment  Exchange.  Each Participant and beneficiary shall have
     the opportunity to change the manner in which their accounts under the Plan
     are invested.  Such opportunity shall be exercised by providing an election
     to  the  plan  administrator  or  its  designee  within  such  time  and in
     accordance with such means as are designated by the plan  administrator and
     communicated to Participants, Employees and affected beneficiaries. Subject
     to any  minimum  dollar  limitation  which may be  established  by the plan
     administrator  from  time-to-time,   such  election  shall  specify  in  1%
     increments from 0% to 100%, the percentage of the total accounts maintained
     on behalf of the Participant or beneficiary which is to be invested in each
     investment option then made available. Except as may otherwise be set forth
     in the Trust Agreement,  such Notice shall be effective as of the Valuation
     Date on which  the  Notice is  received  by the  Trustee  or as of the next
     following Valuation Date, in accordance with procedures  established by the
     plan administrator and communicated to Participants, Employees and affected
     beneficiaries.  Notwithstanding  any provision of this paragraph (d) to the
     contrary,  (i) the election  under this Section  6.9(d) shall be subject to
     any  contractual  limitations  imposed  on the  direct  transfer  of assets
     between given  investment  funds, and such election shall have no impact on
     the investment election pertaining to contributions  described in paragraph
     (a) above.

          e) Any investment  allocations elections or investment exchanges under
     this  Section  6.9 may be limited or delayed by the plan  administrator  or
     Trustee, if, in the judgment of such party, giving immediate effect to such
     elections  would  adversely   affect  the  total  account   balances  of  a
     significant number of Participants.

          (f) In the event a Participant's or beneficiary's  investment election
     is  incomplete,  the  Participant  or  beneficiary  will be assumed to have
     chosen to invest in such default fund as is designated  in accordance  with
     the Trust Agreement.

          (g) Any  investment  election  under the foregoing  provisions of this
     Section 6.9 shall remain in effect until changed by another  election under
     this Section.

          (h) Each Participant,  Employee and beneficiary is solely  responsible
     for the  selection of his  investment  option.  The fact that an investment
     option  is   available   under  the  Plan  shall  not  be  construed  as  a
     recommendation for investment in that investment option.


                                   ARTICLE 6.

                                     Vesting


     7.1 Fully  Vested  Accounts.  A  Participant's  Employee  Pre-tax  Account,
Employee After-tax Account,  Company Matching Account and Rollover Account shall
be fully vested and non-forfeitable at all times.

     7.2 Company Savings Account.

          (a)  Full  Vesting.  Prior  to  May 1,  2002,  upon  termination  of a
     Participant's  employment  with the Company by reason of his
     death or Disability,  or the retirement of such Participant on or after his
     Early  Retirement  Date or Normal  Retirement  Date,  his  Company  Savings
     Account became fully vested and non-forfeitable.

          (b)  Partial  Vesting  . Prior to May 1,  2002,  except  as  otherwise
     provided in Section 7.2(a) above, a Participant's Company
     Savings  Account became vested in accordance  with the following  schedule:
     Vested Years of Service Percentage
<TABLE>
                                <S>                              <C>

                           Less than 1                           -0-

                           At least 1,
                           but less than 2                       20%

                           At least 2,
                           but less than 3                       40%

                           At least 3,
                           but less than 4                       60%

                           At least 4,
                           but less than 5                       80%

                           5 or more                            100%
</TABLE>


     For the  purpose of  determining  a  Participant's  vested  interest in his
Company Savings Account in accordance with the foregoing schedule,  all Years of
Service  were taken into  account  except  Years of Service or portions  thereof
during  which  an  eligible   employee   declined  to  make   Employee   Savings
Contributions to the Plan; provided,  however,  that Years of Service during any
period  when a  Participant's  Employee  Savings  Contributions  were  suspended
pursuant to Section 5.4 of the Prior Plan and any period  following a withdrawal
under  Article 16 of the Prior Plan during  which a  Participant  could not make
contributions to the Plan shall be taken into account.

     Effective May 1, 2002, a  Participant's  Company  Savings  Account shall be
fully vested and non-forfeitable at all times.

     7.3 Not Used.

     7.4 Break in Service.  For periods  prior to May 1, 2002,  in the case of a
Participant  who has five (5)  consecutive  Breaks in Service,  Years of Service
after  such  5-year  period  shall not be taken into  account  for  purposes  of
determining  the  non-forfeitable  percentage  of that  portion  of his  Company
Savings Account which accrued prior to such 5-year period.

     7.5 Forfeitures.  For Employees whose termination from employment  occurred
prior to May 1,  2002 at such  time as a  Participant  has five (5)  consecutive
1-year Breaks in Service,  that portion of his Company  Savings Account which is
not vested in accordance with Section 7.2(a) or the vesting  schedule in Section
7.2(b) shall be forfeited.  Forfeitures  shall occur as of the last business day
of a Plan Year and  shall be used to  reduce  the  amount  of  Company  Matching
Contributions to the Plan.

                                   ARTICLE 8.

                          Withdrawals During Employment


     8.1 Employee After-tax, Rollover Account/Voluntary Withdrawals. Upon thirty
(30) days written notice to the Committee, a Participant may withdraw, as of the
last day of the month next succeeding the giving of the notice, all or a portion
of the amount in his Employee After-tax or Rollover Account.  The minimum amount
which may be withdrawn by a Participant pursuant to this provision is the lesser
of the amount in the Employee After-tax Account and Rollover Account or $100.00;
if a withdrawal pursuant to this provision reduces the amount in a Participant's
Employee  After-tax and Rollover Accounts to less than $100.00,  the full amount
in the  Employee  After-tax  and  Rollover  Account  must be  withdrawn  by such
Participant.  Withdrawals  from an Employee  After-tax  Account may be made only
once in any 12-month period.

     8.2 Employee and Company Accounts/ Hardship and Age 591/2 Withdrawals.


          (a) Subject to subsection (b) below, a Participant who has a financial
     hardship may, with the consent of the Committee, withdraw the amount of his
     Employee  Pre-tax,  After-tax,  Rollover and Company Savings Accounts as of
     the  Valuation  Date  coincident  with or next  following  the  date of his
     request;  however,  earnings  in  respect  of  such  Participant's  Pre-tax
     Contributions may not be withdrawn.

     A  Participant  who has  attained  age 59-1/2 may,  with the consent of the
Committee,  withdraw  all or a portion  of the amount in his  Employee  Pre-tax,
After-tax, Rollover and/or his Company Matching Account as of the Valuation Date
coincident with the date his distribution is processed.

     No hardship  withdrawals  shall be permitted  under the  provisions of this
Section  8.2 unless the  Committee  determines  pursuant  to the  provisions  of
Section  8.3(a) below that the withdrawal is made on account of an immediate and
heavy  financial  need of the  Participant  and  pursuant to the  provisions  of
Section  8.3(b) below that the withdrawal is necessary to satisfy such financial
need.

     8.3 Immediate and Heavy Financial Need.

          (a) A financial  need will qualify as  immediate  and heavy by meeting
     either the Safe Harbor Test or the Facts and  Circumstances  Test set forth
     below:

               (i) Safe Harbor Test. A hardship withdrawal shall be deemed to be
          made on  account  of an  immediate  and  heavy  financial  need if the
          withdrawal is on account of:

     Medical care expenses  described in Section  213(d) of the Code incurred by
the Participant,  the Participant's  spouse,  or the  Participant's  children or
dependents,  or  expenses  necessary  for such  persons to obtain  medical  care
described in Section 213(d) of the Code;

     Costs (excluding  mortgage  payments) directly related to the purchase of a
principal residence for the Participant;

     Payment of the funeral expenses of a Participant's family member;

     Payment of tuition  and related  educational  fees for the next twelve (12)
months for  post-secondary  education  for the  Participant,  the  Participant's
spouse, or the Participant's children or dependents; or

     Payments  necessary  to  prevent  eviction  of  the  Participant  from  the
Participant's  principal residence or foreclosure on the Participant's principal
residence.

          (ii) Facts and Circumstances Test. With respect to situations which do
     not qualify under the Safe Harbor Test in subsection  (i) above,  whether a
     Participant  has an immediate and heavy  financial need shall be determined
     by the Committee on the basis of all relevant  facts and  circumstances.  A
     financial  need will not fail to  qualify  as  immediate  and heavy  merely
     because such need was reasonably foreseeable or voluntarily incurred by the
     Participant.

     (b)  Withdrawal  Necessary to Satisfy  Financial  Need.  A withdrawal  will
qualify as necessary to satisfy an immediate and heavy financial need by meeting
either  the  Safe  Harbor  Test,  the  Representation  Test,  or the  Facts  and
Circumstances Test set forth below.

          (i) Safe Harbor Test.  A withdrawal  will be deemed to be necessary to
     satisfy  an  immediate  and heavy  financial  need if all of the  following
     conditions are met:

     The  withdrawal  does not  exceed  the  amount of the  immediate  and heavy
financial need, including amounts necessary to pay any federal,  state, or local
income  taxes  or   penalties   reasonably   anticipated   to  result  from  the
distribution.

     The Participant has obtained all other  distributions,  other than hardship
distributions,  and all nontaxable  loans  currently  available under all of the
Company's retirement plans;

     The Participant is prohibited,  under the terms of the Plan or an otherwise
legally enforceable agreement,  from making elective contributions and after-tax
employee contributions to the Plan and all other plans maintained by the Company
for at least six (6) months  (twelve (12) months prior to January 1, 2002) after
receipt of the hardship distributions; and

     The maximum  amount the  Participant  can defer on an elective basis in the
calendar year following the hardship  withdrawal is the applicable annual dollar
limit under  Section  402(g) of the Code reduced by the  Participant's  elective
deferrals made in the calendar year of the hardship withdrawal.

     A need cannot be reasonably  relieved by one of the actions listed above if
the effect of the action would be to increase the amount of the need.

          (ii) Representation Test. A withdrawal will be considered necessary to
     satisfy  an  immediate  and  heavy  financial  need  if the  amount  of the
     withdrawal  does not exceed the amount  required to relieve  the  financial
     need and the Participant delivers a written representation to the Committee
     that the need cannot be met through:

     Reimbursement or compensation, through insurance or oterwise;

     Reasonable liquidation of the participant's assets;

     Cessation of elective deferrals and after-tax employee contributions;

     Other  distributions  or  nontaxable  loans  from plans  maintained  by the
Company or by any other employer; or

     Borrowing from a commercial lender on reasonable commercial terms.


          (iii) Facts and  Circumstances  Test. A withdrawal  will be considered
     necessary to satisfy an immediate and heavy financial need if the amount of
     the  withdrawal  does not  exceed  the  amount  necessary  to  relieve  the
     financial need and the need cannot be satisfied from other sources that are
     reasonably available to the Participant,  as determined by the Committee on
     the basis of all the relevant facts and circumstances.

     8.4  Distributions  of Withdrawn  Amounts.  Distribution of withdrawn funds
shall be made in cash. In the case of hardship  withdrawals,  cash distributions
shall be made as soon as practicable  after the Committee  receives and approves
the Participant's  written  application  therefore.  Distributions shall be made
from and  charged  against  the  investment  options  held in the  participant's
Accounts in accordance with written  direction from the participant,  or, in the
absence of such  direction,  on a pro-rata basis from those  investment  options
from which the withdrawal is available.

     8.5  Diversification.  Prior to May 1, 2002,  a Qualified  Participant  may
elect within ninety (90) days after the close of each Plan Year in the Qualified
Election  Period to direct the Plan as to the  investment of at least 25% of the
Participant's  Accounts,  less any amount to which a prior  election  under this
clause  applies.  In the case of any election made hereunder with respect to the
last year in the Qualified  Election  Period,  the preceding  sentence  shall be
applied by substituting "50%" for "25%."

     The Plan  may  satisfy  the  requirements  of this  clause  and of  Section
401(a)(28) of the Code by either

     (i) distributing the portion of the  Participant's  Accounts covered by the
election under this clause within ninety (90) days after the period during which
the election may be made, or

     (ii)  offering  at  least  3  investment  options  (not  inconsistent  with
Regulations  prescribed  by  the  Commissioner  of  Internal  Revenue)  to  each
Participant making an election under this clause and by investing the portion of
the  Participant's  Accounts  covered by the  election in  accordance  with such
election within 90 days after the period during which the election may be made.

     On and after May 1, 2002,  each  Participant  may direct the  investment of
100% of his Accounts at any time, in accordance with  procedures  established by
the  Committee.  For purposes of this Section  8.5,  the  following  definitions
apply:

     (1)  "Accounts"  means  the  full  balance  of all  Accounts  held  for the
Participant under the Plan; (

     2) "Qualified Participant" means any Participant who has completed at least
ten (10) years of participation in the Plan and has attained age 55;

     (3) "Qualified Election Period" means the 6-Plan-Year period beginning with
the later of (1) the first  Plan Year in which the  Participant  first  became a
Qualified  Participant,  or (2) the first Plan Year beginning after December 31,
1986.

     8.6 Dividends on Company  Stock.  Any cash  dividends  paid with respect to
Company stock held by the Trust may, as determined by the Committee, be retained
in the Trust and  reinvested  in Company  stock,  or paid to  Participants.  The
Committee  shall make this  determination  each time a dividend is declared with
respect to such stock.  If the Committee  determines  that the dividend is to be
paid to  Participants,  the dividend shall be allocated among the  Participants'
Accounts in the manner described below, and each Participant shall, with respect
to the dividend allocated to his or her Accounts, be given an election to:

          (a) receive the dividend in cash either: (1) directly from the Company
     or (2) from the Plan  provided the dividend is  distributed  within 90 days
     after the close of the plan year in which it was paid by the Company to the
     Plan; or,

          (b) have the  dividend  paid to the Plan  and  reinvested  in  Company
     stock.

     Participants  shall be provided this election with respect to each dividend
declared by the Company which the Committee  determines  shall be passed through
to the Participants.  If a Participant elects pursuant to subparagraph (b) above
to have the dividend  reinvested in Company stock, the dividend and the stock so
purchased  shall be allocated  among and added to the separate  accounts of such
Participant which generated the dividend.  Since shares of Company stock are not
otherwise   allocated  directly  to  segregated  accounts  for  each  individual
Participant,  the  number of shares of Company  stock  deemed  allocated  to the
Accounts  of a  Participant  for  purposes  of  allocating  dividends  shall  be
determined in the manner provided in Section 6.8, above,  with respect to voting
of Company stock, except that the determination shall be made as of the dividend
record date.

     The  provisions of this Section 8.6 shall be effective on and after January
1, 2002.

                                   ARTICLE 9.

                                  Distributions


     9.1 Determination of Account Values. When a Participant's  participation in
the Plan  terminates,  the Committee  shall  determine the value of his Employee
Pre-tax,  Employee  After-tax,  Rollover,  Company Savings and Company  Matching
Accounts as of the Valuation Date. For this purpose,  a  Participant's  Accounts
shall be credited with his Company and Employee contributions, which are payable
to the Trust  Fund but the  amount of which has not yet been paid in cash to the
Trustee.

     9.2  Distribution in Cash or Company Stock.  When a Participant  terminates
his  participation  in the Plan he (or his  beneficiary)  shall be  entitled  to
receive the value of his  Accounts  that are  invested in the  SureWest  Company
Stock Fund  distributed  in cash or in shares of Company  common  stock.  If the
Participant  elects to receive  the value of his  Accounts  in shares of Company
common stock, the number of whole and fractional  shares of Company common stock
which shall be  distributed to the  Participant  (or his  beneficiary)  shall be
determined  by dividing (a) the value of his  accounts  invested in the SureWest
Communications  Company Stock Fund by (b) the fair market value of one (1) share
of Company common stock at the Valuation Date on which the distribution  occurs.
The value of fractional shares shall be paid in cash.

     9.3  Distribution.  In  the  case  of  termination  of  participation,  the
Committee shall,  upon receipt of and in accordance with the written election of
the terminating  Participant,  direct that the entire value of the Participant's
accounts shall be distributed to the Participant in a single sum in cash, except
to the extent that amounts are invested in the SureWest  Communications  Company
Stock Fund, and the Participant elects an in-kind distribution in Company stock.

     9.4 Timing of Distribution.  Distributions  under Section 9.3 shall be made
as soon as  practicable  after the  Participant  delivers  the written  election
required  under Section 9.3. A participant  whose Accounts have a combined value
of $5,000 or less will not have the option to defer distribution.  The foregoing
notwithstanding, in the case of a Participant who terminates employment prior to
reaching age 65 with Accounts whose value exceeds  $5,000,  all of the assets in
such Accounts shall be distributed to the Participant no later than the first to
occur of the  Participant's  death,  his reaching age 65, or his making  written
application for the distribution of his interest in the Plan.

     9.5 Distributions to Non-Vested Participants.  If a distribution is made to
a Participant in respect of his Company  Savings Account at a time when he has a
non-forfeitable  right to less than 100% of such Company Savings Account, and if
the vested percentage in such Company Savings Account could increase  subsequent
to such distribution,  until such time as the vesting percentage cannot increase
the  Participant's  vested portion in such Company  Savings Account shall not be
less  than X  determined  by the  formula:  X = P(AB + D) -D.  For  purposes  of
applying this formula,

          P = the vested percentage at the relevant time


          AB = the value of the Company Savings Account at the relevant time


          D = the amount distributed to the Participant from his Company Savings
              Account

For purposes of the above formula, the relevant time shall be the time at which
the vesting percentage in the Company Savings Account cannot increase.

     9.6 Required  Distributions.  Notwithstanding any provision of this Plan to
the  contrary,  for a  Participant  who is not a 5-percent  owner (as defined in
Section 416(i)(1) of the Code), and who attains age 70-1/2 after 1998,  benefits
under  the  Plan  shall  commence  to be paid no  later  than  the  April 1 next
following the later of the calendar year in which the Participant retires or the
calendar  year in which the  Participant  attains age  70-1/2.  In the case of a
Participant  who is a 5-percent  owner (as defined in Section  416(i)(1)  of the
Code),  benefits  under the Plan shall  commence  no later than the April 1 next
following the calendar year in which such Participant attains age 70-1/2.

     9.7 Not Used

     9.8 Trustee-to-Trustee Transfers.


          (a) Part or all of an "eligible rollover  distribution" from this Plan
     may be transferred in a "direct rollover" to an "eligible  retirement plan"
     at the  election  of  the  Participant  who is  eligible  to  receive  such
     distribution.  If the  Participant  elects  to have  part  of the  eligible
     rollover distribution rolled directly into an eligible retirement plan, the
     remainder of the balance to the credit of the Participant in the Plan shall
     be distributed  directly to the  Participant in a single sum in the form of
     cash or stock.

          (b) For purposes of this Section 9.8, the  following  definitions  and
     rules shall apply:

               (i) "Eligible rollover  distribution" shall mean any distribution
          of any  portion  (part  or  all) of the  balance  to the  credit  of a
          Participant in the Plan,  excluding any  distributions  required under
          Code Section 401(a)(9), plan loans that are treated as or deemed to be
          distributions,   any  corrective  distributions  (including  allocable
          income) of excess contributions,  excess deferrals or excess aggregate
          contributions  to the  Plan,  and  any  distribution  that is one of a
          series of substantially  equal periodic payments made over the life of
          the  Participant,  over the joint life of the Participant and the life
          of  a  designated  beneficiary,   over  the  life  expectancy  of  the
          Participant,  over the  joint  life  and  survivor  expectancy  of the
          Participant and a designated  beneficiary,  or over a specified period
          of ten (10) years or more. The foregoing notwithstanding, effective as
          of January 1, 2000, "eligible rollover distribution" shall not include
          any    Plan    hardship    distribution     described    in    Section
          401(k)(2)(B)(i)(IV) of the Code.

               (ii)  "Direct  rollover"  means a direct  transfer of an eligible
          rollover  distribution from the Plan to an eligible retirement plan by
          one of the following means:

                    (A)  wire  transfer  of  funds   directly  to  the  eligible
               retirement plan;

                    (B) mailing of a check  directly to the eligible  retirement
               plan;

                    (C) delivery of a check to the  Participant,  provided  that
               the  check  is  made  payable  to the  trustee  of  the  eligible
               retirement plan; or

                    (D) any other means which  satisfies the  requirement of the
               Code for a direct rollover.

               (iii) "Eligible  retirement plan" means an individual  retirement
          account ("IRA"),  and individual  retirement  annuity,  or a qualified
          pension plan.

               (iv) If a Participant fails to make any election, the Participant
          will be treated as having not made a direct rollover election.

               (v) The  Committee  shall  provide to  Participants  receiving an
          eligible  rollover  distribution  a written  explanation of the direct
          rollover rules at least thirty (30) days and not more than ninety (90)
          days prior to the distribution.

               (vi) Participants receiving an eligible rollover distribution may
          elect  to  have  a part  of  the  distribution  paid  directly  to the
          Participant,  with the balance being transferred via a direct rollover
          to an eligible retirement plan.

               (vii)  Participants  wishing  to  make a  direct  rollover  to an
          eligible retirement plan shall provide to the Committee

                    (A) the name of the recipient plan;

                    (B)  a  written  response  that  the  recipient  plan  is an
               eligible  retirement  plan  and  that it  will  accept  a  direct
               rollover for the benefit of the Participant;

                    (C) the name and  address of the  trustee  of the  recipient
               plan; and

                    (D) such other  information  as the Committee may reasonably
               require.

     9.9 Discretionary Distributions. Notwithstanding any provisions of the Plan
to the  contrary,  the  availability  of alternate  forms of benefit (as defined
under  applicable  law,  and  including  installment  payments  and  single  sum
distributions)  to  a  Participant,  beneficiary  or  surviving  spouse  who  is
otherwise  eligible for such benefit  shall not be  predicated on the consent or
the exercise of discretion in any manner by the Company,  the Committee,  or any
other individual or entity serving in a representative capacity on behalf of the
Company or Committee in connection with the administration of the Plan.

     9.10  Put  Option.  The  Company  shall  provide  a  "put  option"  to  any
Participant (or beneficiary) who receives a distribution of Company common stock
from  the  Plan  at a time  when  such  stock  is not  readily  tradeable  on an
established market. The put option shall permit the Participant (or beneficiary)
to sell such Company common stock to the Trust or, if the Trust declines, to the
Company at any time during two option periods,  at the then fair market value of
such stock.  The first put option  period  shall be for at least sixty (60) days
beginning on the date of distribution. The second put option period shall be for
at least sixty (60) days beginning  after the new  determination  of fair market
value (and notice to the  Participant  thereof) in the following  Plan Year. The
Company may allow the  Committee  to direct the  Trustee to  purchase  shares of
Company common stock tendered to the Company under a put option. The payment for
any Company  common  stock sold under a put option  shall be made within  thirty
(30) days if the shares were distributed as part of an installment distribution.
If the  shares  were  distributed  in a lump  sum  distribution,  payment  shall
commence  within  thirty  (30)  days  and  may  be  made  in a  lump  sum  or in
substantially equal, annual installments over a period not exceeding five years,
with adequate security provided and interest payable at a reasonable rate on any
unpaid installment balance (as determined by the Company or the Committee).  For
purposes of this "put option" requirement,  as provided in Section 409(o) of the
Code,  the Accounts of a Participant  shall not include any Company common stock
acquired  with the proceeds of any  Acquisition  Loan (as defined in Article 25)
until the close of the Plan Year in which such Loan is repaid in full.



                                   ARTICLE 10.

                           Designation of Beneficiary


     10.1 Designation.  Every Participant may designate, in the manner specified
by the Committee, a beneficiary or beneficiaries and successor  beneficiaries to
receive  any  death  benefits  provided  in the Plan.  A change  in  beneficiary
designation  may be made by a  Participant  at any time by written  notice filed
with the Committee,  provided,  however, that such notice must be filed with the
Committee prior to such  Participant's  death. Only  beneficiaries so designated
will be recognized  by the  Committee as entitled to the benefits  distributable
under  the  Plan,  except  that in the  absence  of any  such  designation,  the
Committee  shall be empowered to designate  the  beneficiaries  on behalf of the
Participant,  but only from among the  Participant's  living  spouse,  children,
parents,  brothers  and  sisters,  nephews  and  nieces,  or the  estate  of the
Participant.

     10.2 Rights of  Beneficiaries.  Limitations  on the rights of a Participant
shall apply to and bind a Participant's  beneficiaries,  and (except in the case
of death  benefits)  no  beneficiary  shall have any  greater  right or interest
hereunder than the Participant through whom the beneficiary claims.

     10.3 Spouse as  Beneficiary.  Notwithstanding  any provision of the Plan to
the contrary, a Participant's vested benefits under the Plan shall be payable in
full, on the death of the Participant,  to the  Participant's  surviving spouse,
or, if there is no surviving  spouse or the  surviving  spouse  consents (in the
manner specified in below), to the Participant's designated beneficiary.

     The spouse of a Participant may consent to a distribution of death benefits
to a beneficiary  other than such spouse by executing a written  consent to such
distribution.  The consent must  acknowledge the effect of the spouse's  consent
and must be witnessed by a plan representative or a notary public.


                                   ARTICLE 11

                            Amendment and Termination


     11.1 Amendment.  The Plan herein set forth may be amended from time to time
by written  instrument  executed by the President of the Company or by any other
officer of the Company duly authorized to execute such  amendment.  No amendment
to the Plan:

          (a) Shall cause or permit any part of the  principal  or income of the
     Trust Fund to revert to the Company or to be used for,  or be diverted  to,
     any  purpose  other than the  exclusive  benefit of  Participants  or their
     beneficiaries;

          (b) Shall change the duties or liabilities of the Trustee  without its
     assent to such amendment.

          (c)  Shall  adversely   affect  the  then  accrued   benefits  of  any
     Participant. The duly executed amendment shall be delivered to the Trustee.

     11.2 Discontinuance of Contributions.  The Company has established the Plan
with the bona  fide  intention  and  expectation  that  the Plan  will  continue
indefinitely and that it will be able to make its  contributions  under the Plan
indefinitely,  but the Company  shall be under no  obligation  to  continue  its
contributions  or to maintain  the Plan for any given length of time and may, in
its sole and absolute  discretion,  completely  discontinue its contributions or
terminate the Plan at any time without any liability whatsoever.

     11.3 Termination. The Plan and Trust shall terminate:


          (a) Upon the date specified in a written notice of the  termination of
     the Plan and Trust,  executed by the Company and  delivered to the Trustee;
     or

          (b)  Upon  the  adjudication  of the  Company  as a  bankrupt,  or the
     execution of a general  assignment  by the Company to or for the benefit of
     creditors,  or dissolution  of the Company;  provided,  however,  that such
     bankruptcy,  assignment or dissolution  proceedings shall not terminate the
     Plan or Trust if there exists a reorganized or successor organization which
     expressly adopts this Plan and agrees, in writing, to continue the Plan and
     Trust; or

          (c) Upon the  earlier of (i) the  complete  accomplishment  of all the
     purposes for which the Plan and Trust are created, or (ii) the death of the
     last person entitled to receive any benefits hereunder who is living at the
     date of execution  hereof;  provided,  however,  that if, upon the death of
     such last  survivor,  the Trust may  continue for a longer  period  without
     violation of any law or the jurisdiction of which the Trust is subject, the
     Trust shall not be  terminated  upon the death of such last  survivor,  but
     shall  continue until the complete  accomplishment  of all the purposes for
     which the Plan and Trust are created,  unless sooner  terminated  under the
     other provisions hereof.

     11.4 Full Vesting.  In the event of a termination or partial termination of
the Plan, or upon complete discontinuance of contributions  hereunder,  the full
value of the accounts of all Participants directly affected thereby shall become
fully vested and nonforfeitable.

     11.5 Distribution  Upon  Termination.  Upon the termination of the Plan and
after payment of all expenses of the Trust,  including any compensation then due
the Trustee from the Company,  the Trust Fund and all Participant accounts shall
be valued  according  to the  procedures  provided in Article 6, and the Trustee
shall  distribute the value of such accounts,  as directed by the Committee,  in
accordance with the provisions of Article 9.

     11.6 Leased Employees. Notwithstanding any of the provisions of the Plan to
the  contrary,  for  purposes  of  determining  the number or identity of Highly
Compensated  Employees  or for purposes of the pension  requirements  of Section
414(n)(3) of the Code,  the employees of the Company  shall include  individuals
defined as leased employees within the meaning of Section 414(n)(2) of the Code.
Notwithstanding the foregoing, if such leased employees constitute less than 20%
of the Company's non-highly compensated work force within the meaning of Section
414(n)(5)(c)(ii)  of the Code,  employees of the Company shall not include those
leased employees covered by a plan described in Section 414(n)(5)(B) of the Code
unless  otherwise  provided by the terms of this Plan. A leased  employee within
the meaning of Section  414(n)(2) of the Code shall become a Participant  in, or
accrue  benefits  under,  the Plan based on service as a leased employee only as
provided  in  provisions  of the Plan  other  than this  Section  11.6.  "Leased
employee"  status within the meaning of Section 414 (n) (2) of the Code shall be
determined  under the  provisions of the Section  414(n)(2)(C)  rule relating to
primary direction and control.



                                   ARTICLE 12.

                           Limitation on Contributions


     12.1 (a)  Where the  Company  Maintains  No Other  Qualified  Plan.  If the
Participant  does not  participate  in, and has never  participated  in, another
qualified plan maintained by the Company,  the amount of Annual  Additions which
may be credited to the  Participant's  Accounts for any Plan Year may not exceed
the Maximum Permissible  Amount. If Matching  Contributions that would otherwise
be contributed to a Participant's  Accounts would cause the Annual Additions for
the Plan Year to exceed  the  Maximum  Permissible  Amount,  the  amount of such
Matching Contributions will be reduced so that the Annual Additions for the Plan
Year will equal the Maximum Permissible Amount.

          (b) Where the Company Maintains One or More Defined Contribution Plans
     in Addition  to this Plan.  If the  Participant  is covered  under  another
     qualified defined contribution plan maintained by the Company during a Plan
     Year,  the Annual  Additions  which may be  credited  to the  Participant's
     Accounts  under this Plan for any such Plan Year may not exceed the Maximum
     Permissible Amount.

          (c) Where the Company  Maintains One or More Defined  Benefit Plans in
     Addition to this Plan. If the Company maintains, or at any time maintained,
     a qualified defined benefit plan covering any Participant in this Plan, the
     sum of the Participant's  Defined Contribution Fraction and Defined Benefit
     Fraction may not exceed 1.0 in any Plan Year. If the sum of such  fractions
     for any Participant  does exceed 1.0 in any Plan Year, the numerator of the
     Defined Benefit Plan Fraction for such Participant shall be reduced so that
     the sum of such  fraction  and the Defined  Contribution  Fraction for such
     Plan Year will equal 1.0. The foregoing notwithstanding,  the combined plan
     limitations  of this  paragraph  (c) shall not apply to the  benefits  of a
     Participant  whose benefits under the Plan have not commenced as of January
     1, 2000.

          (d)  Definitions.  For purposes of this Section  12.1,  the  following
     definitions shall apply:

               (1) Accounts.  The entire  interest of a Participant in the Plan,
          consisting of Company  Savings  Contributions  in the Company  Savings
          Account,  Company  Matching  Contributions  contributed to the Company
          Matching Account,  Employee Pre-tax  Contributions  contributed to the
          Employee  Pre-tax  Account,   and  Employee  After-tax   Contributions
          contributed to the Employee After-tax Account.

               (2) Annual  Additions.  The sum of the following amounts credited
          to a Participant's Accounts for the Plan Year:

                    (i) his Company Matching Contributions;

                    (ii) his Employee Pre-tax Contributions;

                    (iii) his Employee After-tax Contributions;

                    (iv) amounts described in Sections  415(l)(1) and 419A(d)(2)
               of the Code.

               (3)  Annual  Benefit.  The  retirement  benefit  under a  defined
          benefit plan which is payable  annually in the form of a straight life
          annuity.

               (4) Compensation. A Participant's earned income, wages, salaries,
          and fees for  professional  services,  and other amounts  received for
          personal  services  actually rendered in the course of employment with
          the Company (including, but not limited to, commissions paid salesmen,
          compensation  for  services on the basis of a  percentage  of profits,
          commissions on insurance  premiums,  tips and bonuses),  and excluding
          the following:

                    (i) Company contributions to a plan of deferred compensation
               which are not  included in the  Employee's  gross  income for the
               taxable year in which contributed or Company  contributions under
               a   simplified   employee   pension   plan  to  the  extent  such
               contributions   are   deductible   by   the   Employee,   or  any
               distributions from a plan of deferred compensation;

                    (ii) Amounts  realized  from the exercise of a  nonqualified
               stock option,  or when restricted stock (or property) held by the
               Employee  either  becomes  freely  transferable  or is no  longer
               subject to a substantial risk of forfeiture;

                    (iii)  Amounts  realized  from the sale,  exchange  or other
               disposition of stock acquired under a qualified stock option; and

                    (iv) Other amounts which  receive  special tax benefits,  or
               contributions  made by the Company (whether or not under a salary
               reduction agreement) towards the purchase of an annuity described
               in Section  403(b) of the Code  (whether  or not the  amounts are
               actually excludable from the gross income of the Employee).

          Compensation  for any Plan Year is the  compensation  actually paid or
     includable in gross income during such year. The foregoing notwithstanding,
     effective  as of January  1,  1998,  "Compensation"  for  purposes  of this
     Section  12.1(d)(4)  shall  include any  elective  deferral  (as defined in
     Section  402(g)(3)  of the Code) and any  amount  which is  contributed  or
     deferred  by the Company at the  election  of an Employee  and which is not
     includable  in gross income of the Employee by reason of Section 125 of the
     Code.

               (5) Defined Benefit Fraction. A fraction,  the numerator of which
          is the sum of the  Participant's  projected  annual benefits under all
          defined  benefit plans (whether or not  terminated)  maintained by the
          Company,  and the denominator of which is the lesser of 125 percent of
          the  dollar  limitation  in  effect  for the Plan Year  under  Section
          415(b)(1)(A)  of the  Code  or 140  percent  of  the  Highest  Average
          Compensation.

               (6) Defined Contribution  Fraction. A fraction,  the numerator of
          which is the sum of the annual additions to the Participant's  account
          under all  defined  contribution  plans  (whether  or not  terminated)
          maintained  by the  Company  for the current and all prior Plan Years,
          (including the annual  additions  attributable  to all welfare benefit
          funds maintained by the Company),  and the denominator of which is the
          sum of the  maximum  aggregate  amounts  for the current and all prior
          Years of Service  with the  Company  (regardless  of whether a defined
          contribution plan was maintained by the Company).

          The  maximum  aggregate  amount in any Plan Year is the  lesser of 125
     percent of the dollar  limitation in effect under Section  415(c)(1)(A)  of
     the Code or 140  percent of the  compensation  limitation  in effect  under
     Section 415(e)(1)(b) of the Code.

               (7) Company.  The Company which adopts this Plan, and all members
          of a controlled group of corporations (as defined in Section 414(b) of
          the Code, as modified by Section 415(h)),  commonly  controlled trades
          or  businesses  (as  defined in Section  414(c) as modified by Section
          415(h)),  or affiliated  service groups (as defined in Section 414(m))
          of which the adopting Company is a part.

               (8)  Maximum  Permissible  Amount  . The  lesser  of the  defined
          contribution dollar limitation under Section  415(c)(1)(A) of the Code
          or 25% of the Participant's compensation within the meaning of Section
          415(c)(3) of the Code.

               (9) Projected  Annual  Benefit.  The Annual  Benefit to which the
          Participant would be entitled under the terms of the Plan assuming:

                    (i) the Participant  will continue  employment  until Normal
               Retirement Date under the Plan (or current age, if later), and

                    (ii) the  Participant's  Compensation  for the current  Plan
               Year and all other  relevant  factors used to determine  benefits
               under the Plan will  remain  constant  for all future Plan Years.
               event that through error the Company contributes an amount to a

     12.2 Not Used.

     12.3  Excess  Annual  Additions.  If,  as a  result  of the  allocation  of
forfeitures,   a  reasonable   error  in  estimating  a   Participant's   annual
compensation, a reasonable error in determining the amount of contributions that
may be made with respect to an  individual  under the limits of Section 12.1, or
under other limited facts and  circumstances  that the  Commissioner of Internal
Revenue finds justify the  availability of the rules set forth below, the annual
additions allocable to a Participant for a Plan Year would cause the limitations
of Section 12.1 for the Participant to be exceeded,  the excess amount shall not
be deemed an annual  addition  in that  Plan  Year if such  excess  amounts  are
treated in accordance with any one of the provisions in paragraphs (i), (ii), or
(iii) of IRS Regulation ss.  1.415-6(b).  Elective deferrals (within the meaning
of Section 402(g)(3) of the Code) may be distributed and employee  contributions
(whether voluntary or mandatory) may be returned to the affected  Participant to
the extent that the  distribution or return will reduce the excess amount in the
Participant's account.



                                   ARTICLE 13.

                                  Miscellaneous


     13.1 Exclusive  Benefit.  Except as provided in Section 5.7 hereof, no part
of the Trust Fund shall be used for or be diverted to any purpose other than the
exclusive  benefit of Participants and their  beneficiaries and the defraying of
reasonable  expenses for administering the Plan; and, except as provided in said
Section 5.7,  under no  circumstances  shall any part of the corpus or income of
the Trust Fund revert to or inure to the benefit of the Company, its successors,
assigns or representatives.

     13.2 No Right to Assign.  No Participant or his beneficiary  shall have any
right to  assign,  alienate,  encumber,  or  hypothecate  all or any part of his
interest  in the Plan,  in the Trust  Fund,  or in any  benefit  distributed  in
accordance with the terms hereof,  nor shall any such interest be subject to the
claims of creditors or be liable to  attachment,  execution or other  process of
law. The preceding  sentence  shall also apply to the creation,  assignment,  or
recognition  of a right to any benefit  payable  with  respect to a  Participant
pursuant to a domestic  relations  order unless such order is determined to be a
"qualified  domestic relations order," as defined in Section 414(p) of the Code.
The Committee shall establish  reasonable  procedures to determine the qualified
status of domestic relations orders and to administer  distributions pursuant to
such qualified  orders.  If called for by a qualified  domestic  relations order
(QDRO) and  provided  that such  payment  does not  violate  ERISA and  Internal
Revenue Code restrictions on a Participant's  right to assign benefits under the
Plan, payment of Plan benefits to a Participant's  alternate payee pursuant to a
QDRO is permitted even though the Participant has not separated from service and
even though the Participant has not yet attained the Plan's earliest  retirement
age (as defined in Section  414(p)(4)(B) of the Code). All such QDRO payments to
an  alternate  payee shall be treated as an  in-service  distribution  and shall
therefore only be made in the form of a lump sum cash payment. In the event that
a domestic relations order is received by the Plan, the Committee shall promptly
notify the  Participant  and each alternate  payee of the receipt of such order,
and shall provide to the Participant and each alternate payee written procedures
to determine the qualified status of domestic relations orders and to administer
distributions  under  such  orders.  Within a  reasonable  period of time  after
receipt of the domestic  relations order, the Committee shall determine  whether
the order is a qualified domestic relations order and notify the Participant and
each alternate payee of such determination.

     13.3 No Employment  Rights.  Neither the establishment of this Plan nor any
modification  thereof,  nor  the  creation  of any  fund  or  account,  nor  the
distribution  of any benefit shall be construed as giving any Participant or any
person  whomsoever any legal or equitable right against the Company with respect
to employment or otherwise.  Any  Participants and other persons shall have only
such rights as shall be  specifically  provided  for in the Plan or conferred by
affirmative action of the Company in accordance with the terms and provisions of
the Plan.

     13.4 Payments from Trust Fund.  All benefits  distributable  under the Plan
shall be paid or provided  solely from the Trust Fund and the Company assumes no
liability or responsibility therefore.

     13.5  Qualification  of  Plan.  The  Company  agrees  that it will  make no
contributions nor will it direct any distributions which are in violation of the
Plan or which would  jeopardize the continued  qualification of the Plan and the
continued  exemption of the Trust from Federal income tax under Sections  401(a)
and 501(a) of the Code.

     13.6  Merger of Plans.  In the event that the Plan and the Trust are merged
or consolidated  with, or the assets or liabilities  thereof are transferred to,
any other plan, each Participant shall be entitled to receive benefits under the
Plan immediately after the merger, consolidation,  or transfer (if the Plan were
then  terminated)  which is equal to or greater  than the  benefit he would have
been  entitled  to  receive  under  the  Plan  immediately  before  the  merger,
consolidation or transfer (if the Plan had then terminated).

     13.7 Assets of Other Plans.  Notwithstanding  any other  provision  hereof,
there may be  transferred  to the  Trustee of this Plan all or any of the assets
held (whether by a trustee,  custodian or otherwise) on behalf of any other plan
which has satisfied the applicable  requirements  of Section 401(a) of the Code,
and which is  maintained  for the  benefit  of any  person who is or is about to
become a Participant in this Plan.

     13.8 Rollover  Contributions.  Notwithstanding  any other provision hereof,
the  Trustee  shall be  authorized  to accept  assets from a person who is or is
about to become a Participant  in this Plan provided the transfer of such assets
to this Plan qualifies as a rollover  contribution within the meaning of Section
402 and Section 403 of the Code.



                                   ARTICLE 14.

                            Top-Heavy Plan Provisions


     14.1 General Rule.  If the Plan is or becomes a top-heavy  plan (as defined
in  Section  14.3  below) in any Plan  Year,  the Plan  shall be  subject to the
minimum benefit provisions of Section 14.2, which will supersede any conflicting
provisions in the Plan.

     14.2 Minimum Benefit.

          (a) Except as otherwise  provided in (b),  (c) and (d) below,  for any
     Plan  Year  in  which  the  Plan  is   top-heavy,   the  Company   Matching
     Contributions  allocated  on  behalf  of a  Participant  who  is  not a key
     employee shall not be less than the lower of

               (i) 3% of such Participant's  Compensation (as defined in Section
          12.1(d)(4)), or

               (ii)  where  the  Company  has  no  defined  benefit  plan  which
          designates  this Plan to satisfy  Section 401 of the Code, the largest
          percentage of Company  Matching  Contributions  allocated on behalf of
          any key employee for such Plan Year. This minimum  allocation shall be
          determined without regard to any Social Security  contributions.  This
          minimum  allocation shall be made even though,  under other provisions
          of the Plan,  the  Participant  would not  otherwise  be  entitled  to
          receive an  allocation,  or would have  received a lesser  allocation,
          because of (i) the  Participant's  failure to complete  1,000 Hours of
          Service, or (ii) the Participant's failure to make Employee Pre-tax or
          After-tax Contributions to the Plan.

          (b) The provisions of (a) shall not apply to a Participant who was not
     employed by the Company on the last day of the Plan Year.

          (c) The  provisions in (a) shall not apply to any  Participant  to the
     extent  that the  Participant  is covered by any other plan or plans of the
     Company which provide that the minimum  allocation or benefit  requirements
     applicable  to  top-heavy  plans  will be met in such  other plan or plans.
     Non-key employees covered only by the SureWest  Communications Pension Plan
     shall  receive  the  defined  benefit  minimum  under  that  Plan.  Non-key
     employees covered only by this Plan shall receive the defined  contribution
     minimum under this Plan.

          (d) Employee Pre-tax Contributions shall also be included with Company
     Matching  Contributions in determining  whether the minimum  allocation has
     been made on behalf of any Participant who is not a key employee.

     14.3 Top-Heavy  Plan.  This Plan shall be top-heavy if any of the following
conditions  exist:

          (a) If the  top-heavy  ratio for this Plan exceeds 60 percent and this
     Plan  is  not  part  of  any  required   aggregation  group  or  permissive
     aggregation group of plans;

          (b) If this Plan is a part of a  required  aggregation  group of plans
     (but which is not part of a permissive aggregation group) and the top-heavy
     ratio for the group of plans  exceeds 60 percent;  or

          (c) If this Plan is a part of a  required  aggregation  group of plans
     and part of a permissive  aggregation group and the top-heavy ratio for the
     permissive  aggregation  group  exceeds 60  percent.  For  purposes of this
     Section 14.3 the Plan's top-heavy ratio shall be determined as follows:

               (i) If the Company  maintains  one or more  defined  contribution
          plans  (including  any  simplified  employee  benefit  plans)  and the
          Company has not maintained any defined benefit plans which has covered
          or could cover a Participant  in this Plan,  the  top-heavy  ratio for
          this Plan alone, or for the required or permissive  aggregation  group
          as  appropriate,  is a fraction,  the numerator of which is the sum of
          the account  balances  of all key  employees  as of the  determination
          date(s) (including any part of any account balance  distributed in the
          five-year  period  ending  on  the  determination  date(s)),  and  the
          denominator of which is the sum of all account balances (including any
          part of any account balance distributed in the 5-year period ending on
          the determination  date(s) of all Participants as of the determination
          date(s).

               (ii) If the Company  maintains  one or more defined  contribution
          plans (including any simplified employee pension plan) and the Company
          maintains or has  maintained  one or more defined  benefit plans which
          have covered or could cover a Participant  in this Plan, the top-heavy
          ratio  for  any  required  or   permissive   aggregation   group,   as
          appropriate,  is a fraction,  the numerator of which is the sum of the
          present value of accrued benefits under the aggregate  defined benefit
          plan or plans for all key employees and the account balances under the
          defined contribution plans for all key employees,  and the denominator
          of which is the sum of the present  values of accrued  benefits  under
          the aggregated  defined benefit plan or plans for all Participants and
          the  sum  of  the  account  balances  under  the  aggregated   defined
          contribution   plan  or  plans   for  all   Participants   as  of  the
          determination  date(s),  all determined in accordance with Section 416
          of the Code and the  regulations  there  under.  The account  balances
          under  a  defined   contribution   plan  in  both  the  numerator  and
          denominator  of  the  top-heavy  ratio  are  to be  adjusted  for  any
          distribution of an account balance made in the 5-year period ending on
          the determination date.

               (iii)For  purposes  of (i) and (ii)  above,  the value of account
          balances and the present value of accrued  benefits will be determined
          as of the most recent  valuation  date that falls  within or ends with
          the twelve (12) month period  ending on the  determination  date.  The
          account  balances and accrued benefits of a Participant (1) who is not
          a key employee but who was a key employee in a prior year,  or (2) who
          has not received any  Compensation  from the Company  maintaining  the
          Plan at any time during the 5-year period ending on the  determination
          date will be disregarded.  The calculation of the top-heavy ratio, and
          the extent to which distributions,  rollovers, and transfers are taken
          into account will be made in  accordance  with Section 416 of the Code
          and the regulations there under. When aggregating  plans, the value of
          account   balances  and  accrued  benefits  will  be  calculated  with
          reference  to the  determination  dates  that  fall  within  the  same
          calendar year.

     14.4   Definitions.   For  purposes  of  this  Article  14,  the  following
definitions shall apply:


          (a)  key  employee  :  Any  Employee  or  former   Employee  (and  the
     beneficiaries  of such  Employee) who at any time during the  determination
     period  was  an  officer  of  the  Company  if  such  individual's   annual
     compensation  exceeds 150 percent of the dollar  limitation  under  Section
     415(c)(1)(A)  of the Code,  an owner (or  considered an owner under Section
     318 of the Code) of one of the ten largest interests in the Company if such
     individual's  Compensation exceeds 100 percent of such dollar limitation, a
     5-percent owner of the Company, or a 1-percent owner of the Company who has
     an annual Compensation of more than $150,000.  The determination  period is
     the Plan Year  containing the  determination  date and the 4 preceding Plan
     Years.

          The  determination of who is a key employee will be made in accordance
     with Section 416(i)(1) of the Code and the regulations thereunder.


               (b) permissive  aggregation:  The required  aggregation  group of
          plans  plus  any  other  plan or  plans  of the  Company  which,  when
          considered  as a group  with the  required  aggregation  group,  would
          continue to satisfy the requirements of Sections  401(a)(4) and 410 of
          the Code.

               (c) required  aggregation  group:  (1) Each qualified plan of the
          Company in which at least one key employee  participates,  and (2) any
          other  qualified plan of the Company which enables a plan described in
          (1) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

               (d) determination date: The last day of the preceding Plan Year.


               (e) valuation date: The last day of the preceding Plan Year.


               (f) present value: For purposes of establishing  present value to
          compute the top-heavy  ratio, any benefit shall be discounted only for
          mortality  and  interest  based  on the  following  factors:  interest
          factor:
                        5% mortality factor:
                        UP-1984 mortality table

               (g) non-key  employee:  Any Employee (and any  beneficiary  of an
          Employee) who is not a key employee.

     14.5  Combined  Plan  Limitations.  In any Plan  Year in which  the Plan is
top-heavy,  the  factors of 125 percent in Sections  12.1(d)(5)  and  12.1(d)(6)
shall be changed to 100 percent.

     14.6  Determination  of  Top  Heavy  Status.  Solely  for  the  purpose  of
determining  if the Plan (or any other plan  included in a required  aggregation
group  which the Plan is a part) is top heavy  within  the  meaning  of  Section
416(g) of the Code, the accrued benefit of an Employee other than a key employee
(within the meaning of Section  416(i)(1) of the Code) shall be determined under
the method,  if any, that uniformly applies for accrual purposes under all plans
maintained by affiliated  companies,  or, if there is no such method, as if such
benefit  accrued not more rapidly than the slowest  accrual rate permitted under
the fractional accrual rule of Section 411(b)(1)(C) of the Code.



                                   ARTICLE 15.

                     Limitations on Contributions/Correction
                      or Return of Excess Deferrals, Excess
                Contributions, and Excess Aggregate Contributions



     15.1  Definitions.  For  purposes  of this  Article 15, the terms set forth
below shall have the following meanings:

          (a) "Actual Contribution  Percentage" and "ACP" shall mean for a group
     of Employees for a Plan Year the average of the Actual  Contribution Ratios
     of the  Employees in the group for the Plan Year  calculated to the nearest
     one-hundredth of a percentage point.

          (b) "Actual  Contribution Ratio" and "ACR" shall mean the ratio of (i)
     to (ii), where (i) is the sum of an Employee's  Employee  Contributions and
     Matching  Contributions  for a Plan  Year,  plus  any  QNECs  and  Elective
     Contributions treated as Matching Contributions for the Plan Year, and (ii)
     is the  Employee's  Compensation  taken into account for the Plan Year. The
     determination of an Employee's Actual  Contribution  Ratio shall be made in
     accordance   with  the   applicable   provisions  of  IRS   Regulation  ss.
     1.401(m)-1(f)(1)(ii).

          (c) "Actual  Deferral  Percentage" and "ADP" shall mean for a group of
     Employees for a Plan Year the average of the Actual  Deferral Ratios of the
     Employees  in the  group  for  the  Plan  Year  calculated  to the  nearest
     one-hundredth of a percentage point.

          (d) "Actual  Deferral  Ratio" and "ADR" shall mean the ratio of (i) to
     (ii),  where (i) is the sum of the Employee's  Elective  Contributions  and
     amounts  treated as Elective  Contributions  for the Plan Year, and (ii) is
     the  Employee's  Compensation  taken into account for the Plan Year.  If an
     Eligible  Employee makes no Elective  Contributions for a Plan Year, and no
     QMACs or QNECs are taken into  account with  respect to the  Employee,  the
     Actual Deferral Ratio for the Employee shall be zero. The  determination of
     an Employee's  Actual  Deferral Ratio shall be made in accordance  with the
     applicable provisions of IRS Regulation ss. 1.401(k)-1(g)(1)(ii).

          (e)  "Compensation"  shall  mean  compensation  as  defined in Section
     414(s) of the Code. The period used to determine an Employee's Compensation
     for a Plan Year shall be the Plan Year.  The  Company  may limit the period
     taken into  account to determine  Compensation  to that portion of the Plan
     Year in which an Employee  was an  Eligible  Employee,  provided  that this
     limit is applied uniformly to all Eligible Employees under the Plan for the
     Plan Year.  As  required  by  Section  401(a)(17)  of the Code,  the annual
     Compensation  of each  Employee  taken into account  under the Plan for any
     Plan Year shall not exceed  $170,000,  as  adjusted  between the ADP/ACP of
     Highly  Compensated  Employees  and the ADP/ACP of  non-Highly  Compensated
     Employees by the  Secretary  of the Treasury for cost of living  factors at
     the same time and in the same manner as under  Section  415(d) of the Code.
     The foregoing  notwithstanding,  Compensation used to calculate the ADP and
     ACP shall be that  definition of  compensation  under Section 414(s) of the
     Code that  results in the least  difference  between  the ADP/ACP of Highly
     Compensated Employees and the ADP/ACP of non-Highly Compensated Employees.

          (f) "Elective Contributions" shall mean Employee Pre-tax Contributions
     made to the Plan pursuant to Section 5.1.

          (g) "Eligible  Employee"  shall mean with respect to the ADP test each
     Employee who is directly or indirectly  eligible to make  Employee  Pre-tax
     Contributions  to the  Plan  for all or a  portion  of the  Plan  Year.  An
     Employee who would be eligible to make Employee  Pre-tax  Contributions  to
     the Plan but for a suspension due to a distribution  from the Plan, a loan,
     or an election not to  participate in the Plan by making  Employee  Pre-tax
     Contributions  shall be treated as an Eligible Employee for purposes of the
     ADP test for a Plan Year even  though the  Employee  may not make  Employee
     Pre-tax Contributions by reason of such suspension.

          "Eligible  Employee"  shall mean,  with respect to the ACP test,  each
     Employee who is directly or indirectly  eligible to make  Employee  Savings
     Contributions  to the  Plan  for a Plan  Year.  An  Employee  who  would be
     eligible  to make  Employee  Savings  Contributions  to the  Plan but for a
     suspension due to a distribution  from the Plan, a loan, or an election not
     to  participate  in the Plan shall be treated as an Eligible  Employee  for
     purposes of the ACP test for a Plan Year even though the  Employee  may not
     or  does  not  make  Employee  Savings  Contributions  by  reason  of  such
     suspension or election not to participate.

          (h)  "Employee"  shall mean an individual as defined in Section 2.1(n)
     of the Plan, as well as any other individual who performs  services for the
     Employer as a common law employee,  or as a leased  employee who is treated
     as an employee of the  employer-recipient  pursuant  to the  provisions  of
     Section  414(n)(2) or Section 414(o)(2) of the Code, other than individuals
     who are excluded by reason of Section 414(n)(5).

          (i)   "Employee   Contributions"   shall   mean   Employee   After-tax
     Contributions made by a Participant to the Plan.

          (j) "Employer" shall mean the Company and those employers  required to
     be aggregated  with the Company under Section  414(b),  (c), (m), or (o) of
     the Code.

          (k) "Excess Aggregate  Contributions"  shall mean, with respect to any
     Plan Year, the excess of the aggregate amount of Employee Contributions and
     Matching  Contributions (and any QNECs or Elective Contributions taken into
     account in computing the ACP) actually made on behalf of Highly Compensated
     Employees  for the Plan  Year,  over the  maximum  amount of  contributions
     permitted  under the  limitations of Section  401(m)(2)(A) of the Code. The
     amount  of  Excess  Aggregate  Contributions  for each  Highly  Compensated
     Employee  shall be  determined  by using the leveling  method  described in
     paragraph 15.3(e) of this Article 15.

          (l) "Excess  Contributions"  shall mean,  with respect to a Plan Year,
     the excess of the Elective  Contributions,  including  QNECs and QMACs that
     are  treated  as  Elective  Contributions,  on  behalf of  eligible  Highly
     Compensated  Employees  for the Plan Year,  over the maximum  amount of the
     contributions  permitted  under the limitations set forth in IRS Regulation
     ss. 1.401(k)-(1)(b)(2).  The amount of Excess Contributions for each Highly
     Compensated  Employee  shall be  determined  by using the  leveling  method
     described in paragraph 15.2(d) of this Article 15.

          (m)  "Excess  Deferrals"  shall  mean the amount of  Employee  Pre-tax
     Contributions  during  any Plan Year  which  exceed  the limit set forth in
     Section  402(g)(1) of the Code,  as such dollar limit is adjusted each year
     by cost of living factors prescribed by the Secretary of the Treasury.

          (n) "Highly Compensated Employee" shall mean any Employee who was a 5%
     owner (as defined in Section  416(i)(1) of the Code) at any time during the
     current Plan Year or the preceding  Plan Year,  or for the  preceding  Plan
     Year  received  compensation  from the  Employer  in excess of $80,000  (as
     adjusted  pursuant  to  Section  415(d) of the Code) and,  if the  Employer
     elects for such preceding Plan Year, was in the top-paid group of Employees
     for such  preceding  Plan Year.  An  Employee is in the  top-paid  group of
     employees for any Plan Year if such Employee is in the group  consisting of
     the top 20% of the Employees when ranked on the basis of compensation  paid
     during such Plan Year.

          (o)   "Matching    Contributions"    shall   mean   Company   Matching
     Contributions.

          (p) "Nonelective  Contributions" shall mean Employer  contributions to
     the Plan  (other  than  Matching  Contributions)  with  respect to which an
     Employee  may not elect to have the  contribution  paid to the  Employee in
     cash or other benefits instead of being contributed to the Plan.

          (q) "Qualified Matching Contributions" and "QMACs" shall mean Matching
     Contributions  that satisfy the 100% vesting  requirements and the required
     distribution   rules  of  IRS  Regulation  ss.ss.   1.401(k)-1(c)  and  (d)
     respectively.

          r)  "Qualified  Nonelective  Contributions"  and  "QNECs"  shall  mean
     Employer  contributions to the Plan, other than Elective  Contributions and
     Matching Contributions,  that satisfy the 100% vesting requirements and the
     required distribution rules of IRS Regulation ss.ss.  1.401(k)-1(c) and (d)
     respectively.

     15.2 ADP Test.


          (a) General  Test.  The Plan must satisfy each Plan year the following
     described ADP test:

               (i)  The  ADP  for  the  group  of  eligible  Highly  Compensated
          Employees for the Plan Year may not be more than the ADP for the group
          of all other Eligible Employees for the preceding Plan Year multiplied
          by 1.25, or

               (ii)  The  excess  of the ADP for the  group of  eligible  Highly
          Compensated  Employees for the Plan Year over the ADP for the group of
          all other  Eligible  Employees for the preceding  Plan Year may not be
          more than 2 percentage  points,  and the ADP for the group of eligible
          Highly  Compensated  Employees  for the Plan Year may not be more than
          the  ADP  for  the  group  of all  other  Eligible  Employees  for the
          preceding  Plan Year  multiplied by 2. The Plan may apply the rules in
          this  paragraph  (a) on the  basis of the Plan  Year  rather  than the
          preceding  Plan Year if the Employer so elects,  provided that if such
          election  is made it may not be  changed  except  as  provided  by the
          Secretary of the Treasury.

          (b) QNECs and QMACs Taken Into  Account  for ADP Test.  All or part of
     any QNECs and QMACs made with respect to any Eligible  Employees  under the
     Plan may be treated as Elective  Contributions  under the Plan for purposes
     of the ADP  test  provided  that the  requirements  of IRS  Regulation  ss.
     1.401(k)-1(b)(5) are satisfied.

          (c)  Limitations on Elective  Contributions.  The Employer may, at any
     time  during  the Plan  Year,  suspend  or reduce  the  amount of  Elective
     Contributions  to the Plan with respect to any  Participant if the Employer
     determines  that such suspension or reduction is necessary to cause the ADP
     test to be satisfied.

          (d)  Correction  of Excess  Contributions.  In  addition  to  limiting
     Employee Elective Contributions under paragraph (c) above, the Employer may
     use any  combination  of the  following  steps to avoid or  correct  Excess
     Contributions so that the ADP test will be satisfied.

               (i) QNECs/QMACs. The Employer may make QNECs or QMACs to the Plan
          which,  in combination  with Elective  Contributions,  satisfy the ADP
          test.

               (ii)    Recharacterization.    Excess    Contributions   may   be
          recharacterized   in   accordance   with   paragraph   (f)(3)  of  IRS
          Regulationss.1.401(k)-1.

               (iii) Return of Excess  Contributions.  Excess Contributions (and
          income allocable thereto) may be distributed under paragraph (f) below
          in accordance with paragraph (f)(4) of IRS Regulation ss. 1.401(k)-1.

          (e) Amount of Excess  Contributions/  Leveling  Method.  The amount of
     Excess  Contributions for a Highly Compensated  Employee for a Plan Year is
     the amount (if any) by which the Employee's Elective  Contributions must be
     reduced  under the  below-described  leveling  method until the ADP test is
     satisfied.  The  dollar  amount of  Elective  Contributions  by the  Highly
     Compensated   Employee   with  the  highest   dollar   amount  of  Elective
     Contributions  shall be reduced by the dollar  amount  required to meet the
     ADP test or to cause such Employee's  Elective  Contributions  to equal the
     Elective  Contributions  of the Highly  Compensated  Employee with the next
     highest  dollar amount of Elective  Contributions.  This  leveling  process
     shall then be repeated until the ADP test is satisfied.

          (f)  Corrective   Distributions   of  Excess   Contributions.   Excess
     Contributions  (plus income allocable to such Excess  Contributions)  for a
     Plan Year may be distributed to the Highly  Compensated  Employees on whose
     behalf  such Excess  Contributions  were made no later than March 15 of the
     following  Plan  Year.  Income  for  the  Plan  Year  allocable  to  Excess
     Contributions  shall be  determined  under the method  used by the Plan for
     allocating Plan income to Participant accounts,  provided that "gap period"
     income,  if any,  for the period  between  the end of the Plan Year and the
     date of distribution shall not be distributed.

          (g) Nondiscrimination  Testing for ESOP and non-ESOP portions of Plan.
     To the extent required by the Code and the regulations thereunder, the ESOP
     component of the Plan  consisting  of the SureWest  Communications  Company
     Stock Fund shall be tested  separately from the remaining  component of the
     Plan

     15.3 ACP Test.


          (a) General  Test.  The Plan must satisfy each Plan Year the following
     described ACP test:

               (i)  The  ACP  for  the  group  of  eligible  Highly  Compensated
          Employees for the Plan Year may not be more than the ACP for the group
          of all other Eligible Employees for the preceding Plan Year multiplied
          by 1.25, or

               (ii)  The  excess  of the ACP for the  group of  eligible  Highly
          Compensated  Employees for the Plan Year over the ACP for the group of
          all other  Eligible  Employees for the preceding  Plan Year may not be
          more than 2 percentage  points,  and the ACP for the group of eligible
          Highly  Compensated  Employees  for the Plan Year may not be more than
          the  ACP  for  the  group  of all  other  Eligible  Employees  for the
          preceding  Plan Year  multiplied by 2. The Plan may apply the rules in
          this  paragraph  (a) on the  basis of the Plan  Year  rather  than the
          preceding  Plan Year if the Employer so elects,  provided that if such
          election  is made it may not be  changed  except  as  provided  by the
          Secretary of the Treasury.

          (b) Matching Contributions, QNECs and QMACs Taken Into Account for ACP
     Test.  All of part of any QNECs and QMACs made with respect to any Eligible
     Employees under the Plan may be treated as Elective Contributions under the
     Plan for purposes of the ACP test  provided  that the  requirements  of IRS
     Regulation ss. 1.401(m)-1(b)(5) are satisfied. A Matching Contribution that
     is treated as an Elective  Contribution  for purposes of the ADP test shall
     not be taken into account for purposes of the ACP test.

          (c)  Limitations on Employee  Contributions.  The Employer may, at any
     time  during  the Plan  Year,  suspend  or reduce  the  amount of  Employee
     Contributions  to the Plan with respect to any  Participant if the Employer
     determines  that such suspension or reduction is necessary to cause the ACP
     test to be  satisfied.  The  Employer  may also  suspend or reduce  Company
     Matching  Contributions in respect of any Employee  Contributions which are
     thus suspended or reduced.

          (d)  Correction  of Excess  Aggregate  Contributions.  In  addition to
     limiting Employee Contributions under paragraph (c) above, the Employer may
     use any  combination  of the  following  steps to avoid or  correct  Excess
     Aggregate Contributions so that the ACP test will be satisfied.

               (i) QNECs and Elective Contributions. The Employer may make QNECs
          or Elective  Contributions  to the Plan  which,  in  combination  with
          Employee  Contributions  and Matching  Contributions,  satisfy the ACP
          test.

               (ii) Return of Excess Aggregate  Contributions.  Excess Aggregate
          Contributions  (and income allocable thereto) may be distributed under
          paragraph  (f)  below  in  accordance  with  paragraph  (e)(3)  of IRS
          Regulation ss. 1.401(m)-1.

          (e) Amount of Excess Aggregate  Contributions/  Leveling  Method.  The
     amount of Excess Aggregate  Contributions for a Highly Compensated Employee
     for a Plan Year is the  amount  (if any) by which the  Employee's  Employee
     Contributions  and  Matching   Contributions  must  be  reduced  under  the
     below-described leveling method until the ACP test is satisfied. The dollar
     amount of Employee  Contributions by the Highly  Compensated  Employee with
     the highest dollar amount of Employee Contributions shall be reduced by the
     dollar  amount  required  to meet the ACP test or to cause such  Employee's
     Employee  Contributions  to equal the Employee  Contributions of the Highly
     Compensated  Employee  with the next  highest  dollar  amount  of  Employee
     Contributions.  This leveling  process shall then be repeated until the ACP
     test is satisfied.

          (f)  Corrective  Distributions  of Excess  Aggregate  Contributions  .
     Excess  Aggregate  Contributions  (plus  income  allocable  to such  Excess
     Aggregate  Contributions)  for a Plan Year may be distributed to the Highly
     Compensated  Employees on whose behalf such Excess Aggregate  Contributions
     were made no later than March 15 of the following Plan Year. Income for the
     Plan Year allocable to Excess Aggregate  Contributions  shall be determined
     under the method used by the Plan for allocating Plan income to Participant
     accounts, provided that "gap period" income, if any, for the period between
     the  end of the  Plan  Year  and  the  date of  distribution  shall  not be
     distributed.

          (g) Aggregation  Rules.  For purposes of determining  whether the Plan
     satisfies the ACP test,  all employee and matching  contributions  that are
     made under two or more plans that are  aggregated  for  purposes of Section
     401(a)(4) and 410(b) of the Code (other than Section 410(b)(2)(A) (ii)) are
     to be  treated  as made  under a  single  plan.  If two or more  plans  are
     permissibly  aggregated  for  purposes of Section  401(m) of the Code,  the
     aggregated  plans must also satisfy  Sections  401(a)(4)  and 410(b) of the
     Code as though they were a single plan. In calculating the ACP for purposes
     of Section  401(m) of the Code,  the ACR of a highly  compensated  employee
     will be determined  by treating all plans  subject to Section  401(m) under
     which the highly  compensated  employee is eligible  (other than those that
     may not be permissibly aggregated) as a single plan.

          (h) Nondiscrimination  Testing for ESOP and non-ESOP portions of Plan.
     To the extent required by the Code and the regulations thereunder, the ESOP
     component of the Plan,  consisting of the SureWest  Communications  Company
     Stock Fund shall be tested separately form the remaining  components of the
     Plan.

     15.4  Return of  Excess  Deferrals.  If during  any Plan Year more than the
maximum  permissible  dollar  amount under  Section 5.1 of the Plan (and Section
402(g) of the Code) is allocated to a Participant's  Employee Pre-tax Account as
an Employee Pre-tax  Contribution,  the amount of such excess deferral (plus any
income  allocable to such excess deferral) shall be returned to such Participant
no later  then  April 15 of the Plan Year  following  the Plan Year in which the
excess  deferral  was made.  Income  for the Plan Year  allocable  to the excess
deferral  shall be determined  under the method used by the Plan for  allocating
income to Participant Accounts.

     15.5 Multiple Use Test (For Plan Years prior to January 1, 2002).

          (a)  Application of Multiple Use  Limitation.  The limitations of this
     Section 15.5 apply if multiple use of the alternate  limitation takes place
     in  connection  with  satisfaction  of the  ADP  and ACP  tests  set  forth
     respectively  in Sections 15.2 and 15.3. For purposes of this Section 15.5,
     the alternate  limitation means the 200% or 2 percentage  points limits set
     forth in Section  15.2(a)(ii)  under the ADP test and  Section  15.3(a)(ii)
     under the ACP test.

     Multiple  use of the  alternate  limitation  occurs  in a Plan  Year if the
following four conditions are satisfied:

          (1) One or more  Highly  Compensated  Employees  of the  Employer  are
     Eligible  Employees  in  both a cash or  deferred  arrangement  subject  to
     Section  401(k) of the Code  (i.e.,  such  Employees  are  eligible to make
     Elective  Contributions  to  the  Plan)  and in a  plan  maintained  by the
     Employer  subject to Section  401(m) of the Code (i.e.,  such Employees are
     eligible to receive  Matching  Contributions  in respect of their  Elective
     Contributions under the Plan).

          (2)  The  ADP of the  entire  group  of  eligible  Highly  Compensated
     Employees  exceeds the amount described in Section  401(k)(3)(A)(ii)(I)  of
     the Code (the 1.25 test).

          (3)  The  ACP of the  entire  group  of  eligible  Highly  Compensated
     Employees  exceeds the amount described in Section  401(m)(2)(A)(i)  of the
     Code (the 1.25 test).

          (4)  The  sum  of the  ADP of the  entire  group  of  eligible  Highly
     Compensated  Employees  and the ACP of the entire group of eligible  Highly
     Compensated  Employees exceeds the aggregate limit (defined in subparagraph
     (b) below).

          (b) Aggregated  Limit  Definition.  For purposes of this Section 15.5,
     "aggregate limit" is the greater of (A) or (B), where

               (A) equals  the sum of (i) 1.25  times the  greater of the ADP of
          the group of eligible non-Highly  Compensated  Employees or the ACP of
          the group of  eligible  non-Highly  Compensated  Employees  and (ii) 2
          percentage  points plus the lesser of the ADP of the group of eligible
          non-Highly  Compensated  Employees or the ACP of the group of eligible
          non-Highly Compensated Employees, and where

               (B) equals the sum of (i) 1.25 times the lesser of the ADP of the
          group of eligible non-Highly  Compensated  Employees or the ACP of the
          group  of  eligible  non-Highly   Compensated  Employees  and  (ii)  2
          percentage points plus the greater of the ADP of the group of eligible
          non-Highly  Compensated  Employees or the ACP of the group of eligible
          non-Highly Compensated Employees.

          In no event may the amount in (A)  exceed  twice the lesser of the ADP
     for  eligible  non-Highly  Compensated  Employees  or the ACP for  eligible
     non-Highly Compensated Employees.  In no event may the amount in (B) exceed
     twice the greater of the ADP for eligible non-Highly  Compensated Employees
     or the ACP for eligible non-Highly Compensated Employees.

          (c)  Correction  of Multiple  Use. If  multiple  use of the  alternate
     limitation  occurs,  it must be  corrected  by the  making  of  QNECs or by
     reducing the ADP or ACP of Highly Compensated  Employees under the leveling
     method set forth respectively in Sections 15.2(e) and 15.3(e) above so that
     there is no multiple  use of the  alternate  limitation.  The  Employer may
     elect  to  reduce  the ADP or the ACP  either  for all  Highly  Compensated
     Employees or only for those Highly  Compensated  Employees who are eligible
     to  participate  in both the Section  401(k)  arrangement  and in the plans
     subject to Section 401(m) of the Code.



                                   ARTICLE 16.

                          Veterans' Reemployment Rights

     16.1 USERRA Reemployment Rights. If an Employee is entitled to the benefits
of the  Uniformed  Services  Employment  and  Reemployment  Rights  Act of  1994
("USERRA") with respect to elective deferrals under this Plan, such Employee may
make  additional  elective  deferrals  under this Plan  during the period  which
begins on the date of the reemployment of such Employee with the Company and has
the same  length as the lesser of (i) the  product of three (3) times the period
of qualified  military  service which  resulted in such rights and (ii) five (5)
years.

     16.2 Amount of Elective  Deferral.  The maximum amount of elective deferral
under Section 16.1 is the maximum amount of Employee Pre-tax  Contributions  and
Employee After-tax  Contributions that the Employee would have been permitted to
make under the Plan in accordance  with the  limitations  of Section 16.1 during
the period of qualified  military  service if the  Employee had  continued to be
employed by the Company  during such period and had  received  compensation  (as
determined under the provisions of Section 16.3 below).

     16.3  Compensation  Defined.  For purposes of the rule in Section  16.2, an
Employee  in  qualified   military   service   shall  be  treated  as  receiving
compensation  from the Company during such period of qualified  military service
equal to

          (a) the  compensation  the Employee  would have  received  during such
     period if the Employee were not in qualified  military  service  determined
     based on the rate of pay the Employee  would have received from the Company
     but for absence during the period of qualified military service, or

          (b) if the  compensation  the Employee would have received during such
     period is not reasonably certain,  the Employee's average compensation from
     the Company during the 12-month period immediately  preceding the qualified
     military  service  (or, if shorter,  the period of  employment  immediately
     preceding the qualified military service).

     16.4  Qualified  Military  Service.   For  purposes  of  this  Article  16,
"qualified  military  service" shall mean any service in the uniformed  services
(as  defined in USERRA) by any  individual  if such  individual  is  entitled to
reemployment rights under USERRA with respect to such service.

     16.5 Retroactive Adjustments Not Required. Nothing in this Article 16 shall
require  any   crediting  of  earnings  to  an  Employee  with  respect  to  any
contribution  before  such  contribution  is  actually  made to the  Plan or any
allocation of any  forfeiture  with respect to the period of qualified  military
service.

     16.6 Service  Crediting Rules. An individual  reemployed under the rules in
USERRA  shall not be  treated as having  incurred  a break in  service  with the
Company by reason of such  individual's  period of qualified  military  service.
Each period of qualified  military service served by an individual  shall,  upon
reemployment  under  USERRA,  be deemed to  constitute  "Service"  under Section
2.1(cc) of this Plan for purposes of determining  the  nonforfeitability  of the
individual's benefits under this Plan.



                                   ARTICLE 17.

                              Leveraging Provisions


     17.1  Purpose.  The Plan is designed  to be  available  as a  technique  of
corporate finance to the Company.  Accordingly,  it may be used to receive loans
(or other  extensions of credit) to finance the  acquisition  of Company  common
stock ("Acquisition Loans") with such loans to be repaid by contributions to the
Trust and dividends  received on such Company  common stock.  The  provisions of
this Section 17 shall become applicable if the Plan incurs an Acquisition Loan.

     17.2  Acquisition  Loans.  The  Committee  may direct the  Trustee to incur
Acquisition Loans from time to time to finance the acquisition of Company common
stock ("Financed  Shares") or to repay a prior  Acquisition Loan. An installment
obligation  incurred in  connection  with the  purchase of Company  common stock
shall be treated as an  Acquisition  Loan.  An  Acquisition  Loan shall be for a
specific term, shall bear a reasonable rate of interest and shall not be payable
on demand except in the event of default.  An Acquisition Loan may be secured by
a pledge of the Financed  Shares so acquired (or acquired with the proceeds of a
prior Acquisition Loan which is being refinanced).  No other Trust Assets may be
pledged as collateral for an Acquisition Loan, and no lender shall have recourse
against the Trust  Assets other than any Financed  Shares  remaining  subject to
pledge. Any pledge of Financed Shares must provide for the release of the shares
so pledged as payments on the Acquisition  Loan are made by the Trustee and such
Financed Shares are allocated to  Participants'  Accounts under Section 17.4. If
the lender is a party in interest (as defined in ERISA),  the  Acquisition  Loan
must  provide for a transfer of Trust  Assets to the lender on default only upon
and to the extent of the  failure of the Trust to meet the  payment  schedule of
the Acquisition Loan.

     17.3  Acquisition  Loan Payments.  Payments of principal and/or interest on
any Acquisition Loan shall be made by the Trustee (as directed by the Committee)
only  from  contributions  paid  in cash to  enable  the  Trust  to  repay  such
Acquisition Loan, from earnings  attributable to such contributions and from any
cash dividends  received by the Trust on shares of Company common stock (whether
allocated or unallocated)  acquired with the proceeds of that Acquisition  Loan;
and the payments made with respect to an  Acquisition  Loan for a Plan Year must
not exceed the sum of such  contributions,  earnings and dividends for that Plan
Year (and prior Plan  Years),  less the amount of such  payments  for prior Plan
Years.  If the  Company  is the lender  with  respect  to an  Acquisition  Loan,
contributions may be paid in the form of cancellation of indebtedness  under the
Acquisition  Loan.  If  the  Company  is  not  the  lender  with  respect  to an
Acquisition Loan, the Company may elect to make payments on the Acquisition Loan
directly  to  the  lender  and  to  treat  such  payments  as  Company  Matching
Contributions.

     Notwithstanding  the other  provisions of this Section 17.3,  the Committee
may  direct  the  Trustee  to apply the  proceeds  from the sale of  unallocated
Financed Shares to repay the Acquisition  Loan (incurred to finance the purchase
of  such  Financed  Shares)  in the  event  of the  sale of the  Company  or the
termination of the Plan or if the Plan ceases to be an employee stock  ownership
plan under  Section  4975(e)(7)  of the Code.  If the  Trustee is unable to make
payments of  principal  and/or  interest on an  Acquisition  Loan when due,  the
Committee  (with the approval of the Board of Directors)  may direct the Trustee
either  to sell  any  Financed  Shares  that  have  not yet  been  allocated  to
Participants'  Accounts  or  to  obtain  a new  Acquisition  Loan  in an  amount
sufficient to make such payments.

     17.4  Allocation of Financed  Shares.  Any Financed  Shares acquired by the
Trust  shall  initially  be credited to a "Loan  Suspense  Account"  and will be
allocated to the Accounts of  Participants  only as payments on the  Acquisition
Loan are made by the Trustee.  The number of Financed Shares to be released from
the Loan Suspense Account for allocation to Participants' Accounts for each Plan
Year shall be determined by the Committee as follows:

          (a)  Principal/Interest  Method. The number of Financed Shares held in
     the Loan Suspense  Account  immediately  before the release for the current
     Plan Year shall be multiplied by a fraction.  The numerator of the fraction
     shall be the amount of principal  and/or  interest paid on the  Acquisition
     Loan for that Plan Year.  The  denominator of the fraction shall be the sum
     of the numerator  plus the total payments of principal and interest on that
     Acquisition  Loan projected to be paid for all future Plan Years.  For this
     purpose, the interest to be paid in future years is to be computed by using
     the interest rate in effect as of the current Anniversary Date.

          (b)  Principal  Only  Method.The  Committee  may  elect  (as  to  each
     Acquisition Loan) or the provisions of the Acquisition Loan may provide for
     the release of Financed Shares from the Loan Suspense  Account based solely
     on the ratio that the payments of principal  for each Plan Year bear to the
     total  principal  amount of the  Acquisition  Loan. This method may be used
     only to the extent  that:  (A) the  Acquisition  Loan  provides  for annual
     payments of principal  and  interest at a cumulative  rate that is not less
     rapid at any time than level annual  payments of such amounts for 10 years;
     (B) interest included in any payment on the Acquisition Loan is disregarded
     only to the  extent  that it  would  be  determined  to be  interest  under
     standard  loan  amortization  tables;  and (C) the entire  duration  of the
     Acquisition  Loan  repayment  period does not exceed 10 years,  even in the
     event of a renewal, extension or refinancing of the Acquisition Loan.

     In each Plan Year in which Trust Assets are applied to make  payments on an
Acquisition Loan, the Financed Shares released from the Loan Suspense Account in
accordance with the provisions of this Section 17.4 shall be allocated among the
Accounts of Participants in the manner determined by the Committee.

     17.5 Net  Income  (or Loss) and  Dividends.  The  determination  of the net
income (or loss) of the Trust shall not take into account any  interest  paid by
the Trust under an Acquisition Loan. Any cash dividends received on any Financed
Shares  credited  to  the  Loan  Suspense  Account  shall  be  included  in  the
computation  of the net  income  (or loss) of the  Trust.  Any  stock  dividends
received on Company common stock in the Loan Suspense  Account shall be credited
to the Loan  Suspense  Account.  The Committee  shall keep  separate  records of
Financed Shares and of Company contributions (and any earnings thereon) made for
the purpose of enabling the Trust to repay any Acquisition Loan.

     17.6  Allocation  Limitations  - Annual  Additions.  Any  Company  Matching
Contributions  which  are  used by the  Trust  (not  later  than  the due  date,
including  extensions,  for filing the Company's  federal  income tax return for
that Plan Year) to pay interest on an Acquisition  Loan, and any Financed Shares
which are allocated as  Forfeitures,  shall not be included as Annual  Additions
under Section 12.1(d)(2) of the Plan; provided,  however, that the provisions of
this  Section 17.6 shall be  applicable  for any Plan Year only if not more than
one-third of the Company Matching  Contributions applied to pay principal and/or
interest on an  Acquisition  Loan are allocated to  Participants  who are Highly
Compensated  Employees  as  defined  in  Section  414(q)  of the  Code;  and the
Committee may reallocate  Company Matching  Contributions to the extent it deems
it to be appropriate to satisfy this special rule.

     17.7  Distributions.  If a  Participant's  plan benefit  includes  Financed
Shares,  such shares shall not be deemed to be a part of his Plan benefit  until
the  anniversary  date of the Plan Year in which the  Acquisition  Loan has been
fully repaid,  and all  Acquisition  Loans incurred in connection  with a single
acquisition of Company common stock shall be treated as one Acquisition Loan.

     17.8  Default.  In the event of default upon an exempt  loan,  the value of
Plan assets  transferred in  satisfaction of the loan must not exceed the amount
of  default.  If the lender is a  "disqualified  person"  (as defined in Section
4975(e)(2)  of the Code),  the loan must  provide  for a transfer of Plan assets
upon  default only upon and to the extent of the failure of the Plan to meet the
payment  schedule  of the loan.  For  purposes of this  clause,  the making of a
guarantee does not make a person a lender.

     IN WITNESS WHEREOF, the Company has executed this amended and restated Plan
on this ___ day of _________________________, 2002, to be effective as of May 1,
2002.

                                       SUREWEST COMMUNICATIONS


                                       By: ____________________________________
                                                Brian H. Strom, President and
                                                Chief Executive Officer

                                       By: ____________________________________
                                                         Secretary

<PAGE>



                                                                     EXHIBIT 5.2


                                 April 29, 2002


SureWest Communications
200 Vernon Street
Roseville, CA 95678

         Re:      Registration Statement as Form S-8/SureWest KSOP

Ladies and Gentlemen:

     We have  examined the  proceedings  taken and the  instruments  executed in
connection  with  the  organization  and  present   capitalization  of  SureWest
Communications  (the "Company") in connection with the proposed  issuance of not
in excess of  1,000,000  shares of the  Company's  Common  Stock (the  "Shares")
pursuant  to the terms of the  SureWest  KSOP (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  opinion  that  the
1,000,000  Shares to be issued by the  Company  pursuant to the Plan are validly
authorized  shares of Common  Stock  and,  when  issued in  accordance  with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.

     You are further  advised  that we consent to the use of this  opinion as an
exhibit to the above-mentioned  Registration  Statement. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended,  or the rules and  regulations of the
Securities and Exchange  Commission issued thereunder,  with respect to any part
of  the  Registration  Statement,  including  this  opinion  as  an  exhibit  or
otherwise.

                                               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 SureWest KSOP of our report dated February 8, 2002, with
respect to the consolidated financial statements of SureWest Communications
included in its Annual Report (Form 10-K) for the year ended December 31, 2001,
filed with the Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP
Sacramento, California
April 26, 2002

<PAGE>



                                                                    EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of SureWest Communications, formerly known as 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, appearing in the Company's Annual Report on Form 10-K for the year
ended December 21, 2001.

                                                    /s/ Deloitte & Touche

San Francisco, California
April 26 , 2002

<PAGE>



                                                                    EXHIBIT 23.3

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5.2 hereto and incorporated herein
by reference.

<PAGE>



                                                                    EXHIBIT 24.1

                                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  SureWest  KSOP,  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.
<TABLE>
<CAPTION>

Signature                                     Title                  Date
<S>                                             <C>                     <C>

/s/ Thomas E. Doyle                          Director            April 24, 2002
--------------------------------------
Thomas E. Doyle


/s/ Brian H. Strom                           Director            April 24, 2002
--------------------------------------
Brian H. Strom


/s/ John R. Roberts III                      Director            April 24, 2002
--------------------------------------
John R. Roberts III


/s/ Chris L. Branscum                        Director            April 24, 2002
--------------------------------------
Chris L. Branscum


/s/ Neil J. Doerhoff                         Director            April 24, 2002
--------------------------------------
Neil J. Doerhoff


/s/ Kirk C. Doyle                            Director            April 24, 2002
--------------------------------------
Kirk C. Doyle


/s/ Timothy D. Taron                         Director            April 24, 2002
--------------------------------------
Timothy D. Taron

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "aswksopsa8.txt", "description": "SUREWEST KSOP FORM S-8", "secsgml_size_bytes": 171365}]
{"company-data": {"conformed-name": "SUREWEST COMMUNICATIONS", "cik": "0000943117", "assigned-sic": "4813", "irs-number": "680365195", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87222", "film-number": "02626118"}, "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"}, {"former-conformed-name": "ROSEVILLE COMMUNICATIONS CO", "date-changed": "19960827"}]}
Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SUREWEST COMMUNICATIONS
               (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.)

                  200 Vernon Street, Roseville California 95678
               (Address of principal executive offices) (Zip Code)

                                  SUREWEST KSOP
                            (Full title of the plan)

                              Jed E. Solomon, Esq.
                           Cooper, White & Cooper LLP
                        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 Maximum     Proposed Maximum
Title of Securities to be                         Offering Price Per   Aggregate Offering     Amount of
Registered                   Amount to be         Share                Price                  Registration Fee (1)
                             Registered
---------------------------- -------------------- -------------------- ---------------------- ----------------------
Common Stock (2)             1,000,000 shares     52.26                52,260,000             $18,021
(1)      Estimated pursuant to Rule 457(c) under the Securities Act of 1933
         solely for purposes of calculating the registration fee, on the basis
         of $52.26 per share, the average of the high and low prices of the
         Common Stock on the NASDAQ on April 26, 2002.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the SureWest KSOP described
         herein.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         SureWest Communications (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, 2001
filed with the Securities and Exchange Commission ("SEC") on March 22, 2002;

     (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.

         Inapplicable.

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.

4.1      SureWest  KSOP (the "Plan") in  substantially  the form in which it
         will be adopted by the Registrant.

4.2      Articles of Incorporation of Registrant, together with Certificate of
         Amendment of Articles of Incorporation dated January 25, 1996 and
         Certificate of Amendment of Articles of Incorporation dated June 21,
         1996 (incorporated by reference to Exhibit 3(a) to Form 10-Q Quarterly
         Report for the quarter ended September 30, 1996).

4.3      Certificate of Amendment of Articles of Incorporation dated May 18,
         2001 (incorporated by reference to Exhibit 3(b) to Form 10-Q Quarterly
         Report for the quarter ended June 30, 2001).

4.4      Bylaws of Registrant (incorporated by reference to Exhibit 3(b) to Form
         10-K Annual Report of the Registrant for the year ended December 31,
         2000).

4.5      Shareholder Rights Plan (incorporated by reference to Exhibit 2.1 to
         Form 8-A Registration Statement under the Securities Act of 1934).

5.1      Undertaking re Status of Favorable Determination Letter Covering the
         Plan:

         The Registrant will submit the Plan to the Internal Revenue Service
         (the "IRS") in a timely manner with a request for a favorable
         determination that the Plan qualifies under Section 401(a) and related
         provisions of the Internal Revenue Code of 1986, as amended, and will
         make such changes to the Plan required by the IRS in order to receive
         such favorable determination.

5.2      Opinion of Cooper, White & Cooper LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Cooper, White & Cooper LLP is included in Exhibit 5.2 to
         this Registration Statement with the opinion filed as Exhibit 5.2
         hereto.

24.1     Powers of Attorney of Directors.

Item 9.  Undertakings.

     (a)  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:

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (iii) 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.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference 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.

     (b) 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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

     (c) 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

THE REGISTRANT

         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 29th day
of April, 2002.

                                    SUREWEST COMMUNICATIONS

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates indicated.

                        Signature                          Title
Date
                                           President and Chief Executive Officer

April 29, 2002   /s/ Brian H. Strom
                 ------------------
                 Brian H. Strom

                                           Executive Vice President and Chief
                                           Financial Officer (Principal
April 29, 2002   /s/ Michael D. Campbell   Financial and Accounting Officer)
                 -----------------------
                 Michael D. Campbell
Directors:

April 29, 2002                         *                                Director
                      --------------------------------------------
                      Thomas E. Doyle

April 29, 2002        /s/ Brian H. Strom                                Director
                      --------------------------------------------
                      Brian H. Strom

April 29, 2002                         *                                Director
                      --------------------------------------------
                      John A. Roberts III

April 29, 2002                         *                                Director
                      --------------------------------------------
                      Chris L. Branscum

April 29, 2002                         *                                Director
                      --------------------------------------------
                      Neil J. Doerhoff

April 29, 2002                         *                                Director
                      --------------------------------------------
                      Kirk C. Doyle

April 29, 2002                         *                                Director
                      --------------------------------------------
                      Timothy D. Taron

*By /s/Brian H. Strom
    --------------------------------
       Brian H. Strom
       Attorney-in-Fact
THE PLAN

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
as the sponsor of the SureWest KSOP, 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 29th day of April, 2002.

                                       SUREWEST KSOP

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

4.1      SureWest KSOP (the "Plan") in substantially the form in which it will
         be adopted by the Registrant.

4.2      Articles of Incorporation of Registrant, together with Certificate of
         Amendment of Articles of Incorporation dated January 25, 1996 and
         Certificate of Amendment of Articles of Incorporation dated June 21,
         1996 (incorporated by reference to Exhibit 3(a) to Form 10-Q Quarterly
         Report for the quarter ended September 30, 1996).

4.3      Certificate of Amendment of Articles of Incorporation dated May 18,
         2001 (incorporated by reference to Exhibit 3(b) to Form 10-Q Quarterly
         Report for the quarter ended June 30, 2001).

4.4      Bylaws of Registrant (incorporated by reference to Exhibit 3(b) to Form
         10-K Annual Report of the Registrant for the year ended December 31,
         2000).

4.5      Shareholder Rights Plan (incorporated by reference to Exhibit 2.1 to
         Form 8-A Registration Statement under the Securities Act of 1934).

5.1      Undertaking re Status of Favorable Determination Letter Covering the
         Plan (see Item 8 of this Registration Statement).

5.2      Opinion of Cooper, White & Cooper LLP.

23.1     Consent of Ernst & Young LLP, Independent Auditors.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Cooper, White & Cooper LLP is included in Exhibit 5.2 to
         this Registration Statement with the opinion filed as Exhibit 5.2
         hereto.

24.1     Powers of Attorney of Directors.
EXHIBIT 4.1

                                  SUREWEST KSOP

                    (Amended and Restated as of May 1, 2002)
SUREWEST KSOP
                      AMENDED AND RESTATED AS OF MAY 1,2002

     SureWest Communications hereby establishes a plan for the benefit of its
employees and the employees of certain of its affiliated companies. The plan
consists of a stock bonus plan, which incorporates the provisions of an employee
stock ownership plan ("ESOP") that meets the requirements of section 4975 of the
Code; and a profit sharing plan with a cash or deferred feature, pursuant to
Code section 401(k). This Plan is an amendment and restatement of the SureWest
Communications Employee Stock Ownership Plan and is a successor to that Plan.

                                   ARTICLE 1.
                        Name, Purpose and Effective Date

     1.1 Name.  The Plan and Trust  created  hereby shall be called the SureWest
KSOP.

     1.2 Purpose. The purpose of the Plan and Trust is to encourage employees of
SureWest   Communications   and  its   affiliated   companies   ("Company")   to
systematically  save or  defer a  portion  of  their  current  compensation,  to
accumulate capital ownership in the Company, and through that ownership to share
in the future of the Company,  and to provide  employees with the opportunity to
obtain a higher degree of economic  security.  An additional purpose of the Plan
is to enable  employees  to acquire a stock  ownership  interest in the Company.
Hereafter, the Plan will consist of two distinct components. The first component
is the  profit  sharing  portion,  including  a  cash  or  deferred  arrangement
("CODA"), intended to be qualified under section 401(k) of the Code, which shall
consist of all plan assets and funds,  except for plan assets and funds invested
in SureWest  Communications Company Stock Fund. The second component of the Plan
is the ESOP,  which also includes a CODA and which  consists  solely of all plan
assets and funds invested in the SureWest Communications Company Stock Fund. The
Plan and Trust are intended for the exclusive  benefit of such  individuals as a
plan and trust which  qualify under  Sections  401(a) and 501(a) of the Internal
Revenue Code of 1986.  The  contribution  features set forth in Article 5 of the
Plan are  intended to qualify as cash or  deferred  arrangements  under  Section
401(k) of the Internal Revenue Code of 1986.

                                   ARTICLE 2.

                          Definitions and Construction

     2.1 Definitions. For purposes of this Plan, the terms set forth below shall
have the following meanings, unless a different meaning is specifically provided
or is clearly required by the context in which the term is used:

     (a) For purposes of Plan Years prior to 1992, "Break in Service" shall mean
a Plan Year (or such other  12-month  period by reference to which an Employee's
Years of Service are  computed)  during which an Employee does not complete more
than five hundred (500) Hours of Service. For purposes of Plan Years after 1991,
"Break in Service" shall mean a 12 consecutive  month period of time  commencing
on the Participant's Severance from Service Date, as defined in Section 2.1(cc),
and  anniversaries  thereof and ending on the date on which the  Employee  again
performs an Hour of Service.  Solely for purposes of determining whether a Break
in  Service  has  occurred  under the  provisions  of this  Section  2.1(a),  an
individual  who is absent from work for  maternity  or paternity  reasons  shall
receive credit for the Hours of Service which would otherwise have been credited
to such  individual  but for such  absence,  or, in any case in which such hours
cannot be  determined,  eight (8) hours of service per day of such absence.  For
purposes of this paragraph, absence from work for maternity or paternity reasons
means an  absence  (i) by reason of the  pregnancy  of the  individual,  (ii) by
reason  of a birth  of the  child of the  individual,  (iii)  by  reason  of the
placement of a child with the individual in connection with the adoption of such
child by such  individual,  or (iv) for  purposes of caring for such child for a
period  beginning  immediately  following such birth or placement.  The Hours of
Service  credited  under this  paragraph  shall be  credited in the Plan Year in
which the  absence  begins if a  crediting  is  necessary  to prevent a Break in
Service in that Plan Year, or, in all other cases, in the following Plan Year.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Committee"  shall mean the  Administrative  Committee  appointed
     pursuant to Article 3 of the Plan to administer the Plan.

          (d)   Prior  to  June  1,  2001   "Company"   shall   mean   Roseville
     Communications  Company,  and any other  corporation  that is a member of a
     controlled group of corporations (as defined in Section 414(b) of the Code)
     which includes Roseville  Communications Company, that has adopted the Plan
     with the  consent of the Board of  Directors  of  Roseville  Communications
     Company, and that has agreed to be bound by the terms and conditions of the
     Plan.  Effective  as  of  June  1,  2001,  "Company"  shall  mean  SureWest
     Communications and any other corporation that is a member of the controlled
     group of  corporations  (as  defined in Section  414(b) of the Code)  which
     includes  SureWest  Communications,  that has  adopted  the  Plan  with the
     consent of the Board of Directors of  Roseville  Communications  Company or
     SureWest  Communications,  and that has agreed to be bound by the terms and
     conditions of the Plan.

          (e) "Company ESOP  Contributions"  shall mean those contributions that
     the Company  made to the Trust Fund  pursuant to Section  12.1 of the Prior
     Plan.

          (f)  "Company  Matching  Account"  shall  mean  the  separate  account
     established  under the Plan to which  Company  Matching  Contributions  are
     allocated.  The Company Matching  Account shall include Company  Retirement
     Contributions and Company ESOP Contributions.

          (g) "Company Matching  Contributions"  shall mean those  contributions
     which the Company makes pursuant to Section 5.3 of the Plan.

          (h) "Company Retirement  Contributions" shall mean those contributions
     which the  Company  made to the Trust Fund  pursuant  to Section 9.1 of the
     Prior Plan.

          (i)  "Company   Savings  Account"  shall  mean  the  separate  account
     maintained by the Committee for each Participant pursuant to Section 7.2 of
     the Prior Plan.

          (j) "Company  Savings  Contributions"  shall mean those  contributions
     which the  Company  made to the Trust Fund  pursuant  to Section 6.1 of the
     Prior Plan.

          (k) "Disability"  and/or "Disabled" shall mean the inability to engage
     in any substantial gainful activity by reason of any medically determinable
     physical or mental  impairment  which can be expected to result in death or
     to be of  long-continued  and  indefinite  duration.  Disability  shall  be
     determined by the Committee in a uniform and nondiscriminatory manner after
     consideration  of such  evidence as it may  require,  including a report of
     such physician or physicians as it may designate.

          (l) "Early  Retirement  Date"  shall mean the day on which an Employee
     (or former  Employee),  who has attained the age of  fifty-five  (55) years
     (whether then employed by the Company or not) and who has at least five (5)
     Years of Service,  commences to receive early retirement  benefits prior to
     his Normal Retirement Date under the Company's Pension Plan.

          (m) "Earnings"  shall mean a Participant's  basic rate of compensation
     for a particular pay period,  including overtime pay, shift  differentials,
     commissions,  amounts  withheld from a Participant's  compensation  under a
     "cafeteria  plan"  described  in  Section  125 of  the  Code,  and  amounts
     contributed in the form of salary  deferrals to a plan described in Section
     401(k) of the Code,  but not  including  bonuses,  awards,  or other  extra
     remuneration.  "Earnings" shall not exceed $170,000 per year, or such other
     amount as is allowed by the  Secretary  of the  Treasury  or his  delegate.
     "Earnings"  shall  not  include  extra  remuneration  in the form of income
     earned or  recognized  by an Employee from the grant or exercise of a stock
     option or other stock right involving Company stock.

          (n)  "Employee"  shall  mean  any  person  employed  by  the  Company.
     Individuals  defined as "leased  employees"  within the  meaning of Section
     414(n)(2) of the Code and individuals  who provide  services to the Company
     pursuant to an agreement with a leasing organization shall not be Employees
     of the Company for purposes of participation in the Plan.

          (o)  "Employee  ESOP  Contributions"  shall  mean that  portion  of an
     Employee's  Earnings,  if any,  which a Participant  elected to defer under
     Section  11.1 of the Prior  Plan and upon which the  allocation  of Company
     Contributions was based.

          (p)  "Employee  After-tax  Account"  shall mean the  separate  account
     established  under the Plan to which Employee  After-tax  Contributions are
     allocated.  The Employee  After-tax  Account shall include Employee Savings
     Contributions made pursuant to Section 5.1 of the Prior Plan.

          (q) "Employee After-tax  Contributions" shall mean those contributions
     which the Participant makes pursuant to Section 5.2 of the Plan.

          (r)  "Employee  Pre-tax  Account"  shall  mean  the  separate  account
     established  under the Plan to which  Employee  Pre-tax  Contributions  are
     allocated.  The Employee Pre-tax Account shall include Employee  Retirement
     Contributions and Employee ESOP Contributions made pursuant to Sections 8.1
     and 11.1 of the Prior Plan.

          (s) "Employee Pre-tax  Contributions"  shall mean those  contributions
     which the Participant makes pursuant to Section 5.1 of the Plan.

          (t) "Employee Retirement  Contributions" shall mean that portion of an
     Employee's  Earnings,  if any,  which a Participant  elected to defer under
     Section  8.1 of the Prior  Plan and upon  which the  allocation  of Company
     Retirement Contributions was based.

          (u) "Employee Savings  Contributions"  shall mean those  contributions
     which a Participant elected to make under Section 5.1 of the Prior Plan and
     upon which the allocation of Company Savings Contributions was based.

          (v) "Hour of Service" shall mean:

               (i) each hour for which an Employee  is  directly  or  indirectly
          paid by, or  entitled to payment  from,  the Company in respect of his
          performance  of duties for the  Company,  such hours to be credited to
          the Plan Year(s) in which the  Employee  performs the duties for which
          he is paid;

               (ii) each hour for which back pay,  irrespective of mitigation of
          damages,  is  awarded  or agreed to by the  Company,  such hours to be
          credited to the Plan  Year(s) to which the back pay award or agreement
          pertains; and

               (iii) each hour for which an Employee  is directly or  indirectly
          paid by, or entitled to payment from, the Company for a period of time
          during  which no duties are  performed  (irrespective  of whether  the
          employment  relationship  has  terminated)  due to vacation,  holiday,
          illness,   incapacity  (including  disability),   layoff,  jury  duty,
          military  duty or leave of  absence,  such hours to be credited to the
          Plan  Year(s)  during  which  occurs the  Employee's  absence or other
          condition  in respect of which the  Employer's  liability  for payment
          arises;  provided,  however,  that no more than five hundred one (501)
          Hours of Service  shall be  credited  to an Employee on account of any
          single  continuous  period during which he performs no duties.  In the
          case of a  payment  made or due  which is  calculated  on the basis of
          units of time,  the number of hours to be credited shall be the number
          of regularly  scheduled working hours included in the units of time on
          the basis of which the payment is calculated. In the case of a payment
          made or due which is not calculated on the basis of units of time, the
          number of hours to be credited  shall be  determined  by dividing  the
          payments  received  or due by the  lesser of (a) the  Employee's  most
          recent hourly rate of  Compensation  for the  performance of duties or
          (b)  the  Employee's  average  hourly  rate  of  Compensation  for the
          performance of duties  (excluding  overtime rates) for the most recent
          Plan Year prior thereto in which the Employee completed more than five
          hundred (500) Hours of Service.

               The hours includable under any one of clauses (i), (ii), or (iii)
          above shall not be includable  under any other of such clauses.  Hours
          of Service will be credited for  employment  with other  members of an
          affiliated  service  group  (under  Section  414(m)  of the  Code),  a
          controlled  group of corporations  (under Section 414(b) of the Code),
          or a group of trades or businesses under common control (under Section
          414(c) of the Code) of which the Company is a member. Hours of Service
          will also be credited to any  individual  considered an employee under
          Section 414(n) of the Code.

          (w) "Normal  Retirement  Date" shall mean the day on which an Employee
     attains the age of sixty-five (65) years.

          (x) "Participant" shall mean an Employee

               (i) who is eligible for  participation  in the Plan in accordance
          with Section 4.1;

               (ii) who has  commenced to  participate  in the Plan after filing
          with the Committee an application to participate; and

               (iii)  whose  participation  in the  Plan has not  terminated  by
          reason of death,  Disability,  retirement,  Severance from Service, or
          the occurrence of a Break in Service.

          (y) "Plan" shall mean the SureWest KSOP as herein set forth, as it may
     be amended from time to time.

          (z) "Plan  Year"  shall mean the  calendar  year,  which  shall be the
     accounting period of the Plan and Trust.

          (aa) "Prior  Plan"  shall mean the  SureWest  Communications  Employee
     Stock Ownership Plan in effect prior to May 1, 2002.

          (bb) "Rollover Account" shall mean an account  established to maintain
     amounts contributed pursuant to section 13.8 of the Plan.

          (cc)  "Service"  shall  mean  an  Employee's   period  or  periods  of
     employment  with the Company that are counted as  "Service"  in  accordance
     with the following rules:

               (1) Each  Employee  shall be credited with Service under the Plan
          for the period or periods  during  which such  Employee  maintains  an
          employment  relationship  with the Company.  An Employee's  employment
          relationship  commences on the date the Employee first renders an Hour
          of Service and ends on his Severance  from Service Date. An Employee's
          Severance from Service Date shall mean the earlier of:

                    (i) the  date on  which  the  Employee  quits,  retires,  is
               discharged, or dies; or

                    (ii) the first  anniversary of the first date of a period in
               which an Employee  remains  absent from Service  (with or without
               pay) with the Company for any reason other than quit, retirement,
               discharge,  or  death,  such  as  vacation,   holiday,  sickness,
               disability,  leave of absence or layoff; provided,  however, that
               the  Severance  from  Service  Date for an Employee who is absent
               from  service  beyond the first  anniversary  of the first day of
               absence by reason of maternity  or paternity  leave is the second
               anniversary  of the first day of such  absence,  with the  period
               between  the first and second  anniversaries  of the first day of
               absence  being  neither  a period  of  Service  nor a  period  of
               severance.

               (2) Service will also include the following periods:

                    (i) Periods of leave of absence  with or without pay granted
               to the  Employee by the  Company in a like and  nondiscriminatory
               manner for any purpose  including,  but not limited to, sickness,
               accident,   or  military  leave.   Such  Employee  shall  not  be
               considered  to have  terminated  employment  during such leave of
               absence unless he fails to return to the employ of the Company at
               or prior to the expiration  date of such leave,  in which case he
               shall be deemed to have  terminated  Service as of the  Severance
               from Service Date.

                    (ii) The period of time between an Employee's Severance from
               Service Date by reason of a resignation, discharge, or retirement
               and the first  anniversary  of the date on which the Employee was
               first  absent,  if the  Employee  returns to Service on or before
               such first anniversary date.

               (3)  All  periods  of  an  Employee's  Service,  whether  or  not
          consecutive,  will be aggregated.  Service will be measured in elapsed
          fractions  of  years  whereby  each  completed   calendar  month  will
          constitute  one-twelfth of a year, and partial  calendar  months which
          when  aggregated  equal thirty days will  constitute  one-twelfth of a
          year.

     (dd)  "SureWest  Communications  Company  Stock  Fund"  shall mean the ESOP
component  of the Plan which shall be invested  primarily in the common stock of
SureWest  Communications,  Inc.,  together  with cash that the  Committee  deems
necessary to meet liquidity needs of the Plan.

     (ee) "Trust" shall mean the trust created  pursuant to the Trust  Agreement
attached as Appendix A hereto.

     (ff) "Trust Fund" shall mean the fund  established by the Trustee  pursuant
to the Trust Agreement attached as Appendix A, to which  contributions under the
Plan shall be made and from which benefits under the Plan shall be distributed.

     (gg) "Trustee" shall mean the trustee named in the Trust Agreement attached
hereto as Appendix A or any successor  trustee  appointed and acting pursuant to
said Trust Agreement.

     (hh)  "Valuation  Date"  shall  mean  each day as of which the value of the
Trust Fund or a  participants  Accounts has been  determined by the Committee in
accordance with Section 6.5 of the Plan.

     (ii) For purposes of Plan Years after 1991,  "Year of Service" shall mean a
12-month period of Service (as defined in Section  2.1(cc) above).  For purposes
of Plan Years  prior to 1992,  "Year of  Service"  shall mean a 12-month  period
during which an Employee has one thousand (1,000) or more Hours of Service.  The
computation  of the  12-month  period  shall be made by reference to the date on
which the Employee commenced his employment with the Company; provided, however,
if an Employee does not complete one thousand  (1,000)  Hours of Service  during
the 12-month  period  beginning  on such date,  the  12-month  periods  shall be
computed by reference to the first day of each Plan Year  commencing  after such
date.

     2.2 Construction.  Wherever  appropriate herein, words used in the singular
may include the plural,  the plural may include the singular,  and the masculine
may  include  the  feminine.  The  titles  and  headings  used  herein  are  for
convenience of reference only and shall not be used in the interpretation of the
Plan and Trust as herein set forth.

     2.3 Applicable Law. The Plan and Trust shall be  interpreted,  and the Plan
administered,  in accordance  with the laws of the State of California  and in a
manner consistent with the requirements of the Code and the Employee  Retirement
Income Security Act of 1974  ("ERISA"),  as the same may be amended from time to
time. All references herein to the Code or ERISA or to any section thereof shall
be deemed to refer to such law or  section  thereof as the same may from time to
time be modified, amended or replaced by law of similar import and application.

     2.4 Company Common Stock. The term "Company Common Stock" and "common stock
of  the   Company"   shall  mean  and  include  the  common  stock  of  SureWest
Communications.

                                   ARTICLE 3.

                           Administration of the Plan

     3.1 Members. The Plan shall be administered by an Administrative  Committee
of five (5)  persons  who shall be  appointed  by,  and who  shall  serve at the
pleasure of, the Company.

     3.2  Responsibilities.  The Committee  shall be the named fiduciary and the
administrator  of the Plan required by ERISA. The Committee shall appoint one of
its members to be Chairman of the Committee; the person so selected shall be the
agent  of the Plan for  service  of legal  process.  The  Committee  shall  have
complete control of the administration of the Plan, with all powers necessary to
enable it to carry out its  duties in that  respect.  The  Committee  shall have
complete discretionary authority to determine any question arising in connection
with the  interpretation,  operation,  and administration of the Plan (including
any question relating to age, employment, Earnings, or eligibility for benefits)
and its decisions or actions in respect  thereof shall be conclusive and binding
upon  any  and  all  persons  and  parties.  The  Committee's   interpretations,
determinations  and actions  taken  under the Plan shall in all cases  result in
like treatment for Employees who are similarly situated.

     3.3 Action by the Committee. A majority of the Committee shall constitute a
quorum for the transaction of business. All actions of the Committee shall be by
an affirmative  vote of not less than a majority of the Committee at a duly held
meeting or without a meeting by an instrument in writing signed by not less than
a majority of the Committee; but no member of the Committee shall vote or act on
any matter that relates solely to himself or his interest as a Participant.  The
Committee may act notwithstanding the existence of a vacancy in the Committee so
long as there are at least four (4) members of the Committee.

     3.4  Records.  The  Committee  shall  keep a  complete  record  of all  its
proceedings and all data necessary for the administration of the Plan.

     3.5  Compensation  and Expenses.  The members of the Committee  shall serve
without  compensation for their services as such, but shall be reimbursed by the
Company for all  necessary  expenses  incurred in the discharge of their duties,
including without limitation, the cost of the bond required under Section 412 of
ERISA and the fees and  expenses of such agents as may be hired or  appointed by
the Committee pursuant to the provisions of this Article 3.

     3.6 Agents.  The  Committee  may allocate to one or more of its members and
may  delegate to any other person or persons any of its rights,  powers,  duties
and  responsibilities  with respect to the operation and  administration  of the
Plan. Any such  allocation or delegation  shall be reviewed at least annually by
the Committee and shall be terminable upon such notice as the Committee,  in its
sole discretion,  deems reasonable and prudent under the circumstances.  Without
limiting the scope of the  foregoing,  the Committee (i) may employ such persons
as the  Committee,  in its  sole  discretion,  determines  to be  necessary  and
appropriate   to  render  advice  or  perform   services  with  respect  to  the
responsibilities of the Committee,  including, without limitation,  accountants,
attorneys,  financial consultants and employee benefit consultants, and (ii) may
authorize  one or more of its members to execute  documents on its behalf and to
direct the Trustee in the performance of the Trustee's duties, in which case the
Trustee, upon written notification of such authorization,  shall accept and rely
upon such documents until notified in writing that such  authorization  has been
revoked by the Committee.

     3.7  Funding  Policy.  The  Committee  shall from time to time  establish a
funding  policy and method for the Plan which is consistent  with the objectives
of the Plan and the  requirements  of ERISA.  The funding policy and method,  as
established and amended from time to time, shall be promptly communicated to the
Trustee in order that the investment policy of the Trust Fund may be coordinated
with such funding policy and method.

     3.8 Reports. The Committee shall cause such reports and other documents and
data as are required under ERISA and the Code and any regulations or rules under
either of said laws to be timely  filed with the proper  governmental  authority
and/or  furnished  to  Participants  receiving  benefits  under  the  Plan.  The
Committee  shall  furnish  to  each  Participant  (or,  if  appropriate,  to the
beneficiary of a Participant) at least six (6) months prior to the Participant's
Normal  Requirement  Date or within one (1) month before he qualifies  for early
retirement  under Section 7.03 of the Company's  Revised Pension Plan or one (1)
month after his death or Disability  or the  occurrence of a Break in Service or
at such  other  time as may be  established  from time to time by the  Committee
(consistent with regulations promulgated by the Secretary of the Treasury or his
delegate)  a written  explanation  of the claims  procedures  established  under
Section 3.10 of the Plan.

     3.9  Indemnification.  The Company  shall  indemnify  and hold harmless the
members of the  Committee  from and against any and all  liabilities,  costs and
expenses  incurred  by  members  of the  Committee  as the  result of any act or
omission by them or by any person hired or appointed by them in connection  with
the performance of the duties,  responsibilities  and obligations of the members
of the Committee under the Plan or ERISA, other than such liabilities, costs and
expenses as may result from their own willful misconduct.

     I3.10 Claims Procedures.

          (a) Filing of Claim. A Participant or the beneficiary of a Participant
     (the  "Claimant")  may file a claim for a Plan benefit.  The claim shall be
     deemed filed when a written  communication  is delivered by the Claimant or
     the Claimant's authorized  representative to the Administrative  Committee.
     The claim  must state the name of the  Claimant  and the basis on which the
     claim is made.

          (b) Denial of Claim . If a claim is fully or  partially  denied by the
     Committee,  written  notice of the  Committee's  decision to deny the claim
     will be furnished  to the Claimant  within 60 days of the date on which the
     Committee  receives  the claim (if no such  notice of denial is received by
     the  Claimant  within  such  60-day  period,  the  claim  shall  be  deemed
     approved).  The  written  notice of denial  shall set forth,  in the manner
     calculated to be understood by the Claimant, the following matters:

               (i) the specific reason or reasons for the denial;

               (ii) specific reference to pertinent Plan provisions on which the
          denial is based;

               (iii) a description  of any  additional  material or  information
          necessary for the Claimant to perfect the claim and an  explanation of
          why such material or information is necessary; and

          (iv) an explanation of the Plan's claim review procedure.

          (c) Claim Review Procedure . If a claim is denied, the Claimant or his
     authorized  representative may file a request for review of the decision of
     denial within 60 days after  receipt by the Claimant of the written  notice
     of  denial.  The  request  for  review  shall be in  writing  and  shall be
     delivered to the Administrative  Committee.  The Claimant or his authorized
     representative  may review  pertinent  Plan documents and may submit issues
     and comments in writing to the Administrative Committee.

          (d) Decision on Review . A decision by the Administrative Committee on
     the request for review shall be made  promptly,  but not later than 60 days
     after the  Committee's  receipt of the  Claimant's  request  for review (if
     special  circumstances  require an  extension of time for  processing,  the
     Committee's  decision on review shall be rendered as soon as possible,  but
     not  later  than 120 days  after  receipt  of the  Claimant's  request  for
     review).  The  Committee's  decision  on review will be in writing and will
     include specific  reasons for the Committee's  decision written in a manner
     calculated to be understood by the Claimant, and specific reference will be
     made to the pertinent Plan provisions on which the decision is based.

                                   ARTICLE 4.

                          Eligibility and Participation

     4.1  Eligibility.  Each Employee who was a Participant in the Prior Plan on
April 30, 2002 shall continue to  participate  in the Plan.  Each other Employee
shall be  eligible  to  participate  in the Plan on the  first  day of the month
coincident  with or  immediately  following  his  date of  employment  with  the
Company.  One year of service will be required in order for a participant  to be
eligible  to receive  Company  Matching  Contributions  pursuant  to Section 5.3
below.

     4.2  Participation.  Participation in the Plan is voluntary.  Each eligible
Employee who elects to  participate in the Plan shall file with the Committee an
application which shall:

          (a)  specify  the  percentage  of his  Earnings  which  he  wishes  to
     contribute  to his  Employee  After-tax  Account  under  the  Plan  and the
     percentage of his earnings which he wishes to defer by electing to have the
     Company contribute such amount to his Employee Pre-tax Account;

          (b) designate a beneficiary or beneficiaries to receive any payment or
     distribution  which may be due upon his death;  and

          ( c) contain such other or  additional  information  as the  Committee
     determines  is necessary  for the  administration  of the Plan. An eligible
     Employee who files such  application  with the Committee  shall commence to
     participate in the Plan as of the next regularly  scheduled pay period,  as
     soon as is administratively feasible.

     4.3  Reemployment.  If the  employment of an Employee is terminated for any
reason  after he has  become a  Participant  in the Plan and he is  subsequently
reemployed by the Company,  he shall be eligible to become a Participant  in the
Plan immediately upon his reemployment.

     4.4 Termination of Participation.  Participation in the Plan shall continue
until  the  employee's  Severance  from  Service  date  as  defined  in  Section
2.1(cc)(2).

     4.5 Notice to Employees.  The  Committee  shall notify every  Employee,  in
writing, of the existence of the Plan in the form of a Summary Plan Description.
The Company  shall  furnish to the  Committee  or its  delegate the names of all
Employees who become  eligible to become  Participants,  and the Committee shall
notify each such person of his eligibility.

                                   ARTICLE 5.

                       Employee and Company Contributions

     5.1  Employee  Pre-tax  Contributions.  An  Employee  who  is  eligible  to
participate  in the  Plan  under  Section  4.1 may  contribute  up to 50% of his
Earnings on a pre-tax basis to the Plan as an Employee Pre-tax Contribution,  in
increments  of 1%.  The  combined  amount of a  Participant's  Employee  Pre-tax
Contributions  under this Section 5.1 and such Participant's  Employee After-tax
Contributions  under  Section  5.2 shall  not  exceed in any Plan Year an amount
equal to 50% of the Participant's Earnings in such Plan Year.

     Notwithstanding  the foregoing,  a Participant that is a Highly Compensated
Employee as defined in section  15.1(n) is permitted to  contribute up to 15% of
his  Earnings  to the Plan as an Employee  Pre-tax  Contribution.  The  combined
amount of a Highly Compensated  Employee's Employee Pre-tax  Contributions under
this Section 5.1 and Employee  After-tax  Contributions  under Section 5.2 shall
not exceed in any Plan Year an amount equal to 21% of the Participant's Earnings
in  such  Plan  Year.  Notwithstanding  the  foregoing,  an  Employee's  Pre-tax
Contributions  may not exceed  the limit set forth in Code  section  402(g),  as
indexed.

     5.2  Employee  After-tax  Contributions.  An  Employee  who is  eligible to
participate  in the  Plan  under  Section  4.1 may  contribute  up to 50% of his
Earnings  on  an  after-tax   basis  to  the  Plan  as  an  Employee   After-tax
Contribution,  in  increments  of 1%.  The  combined  amount of a  Participant's
Employee After-tax  Contributions  under this Section 5.2 and such Participant's
Employee  Pre-tax  Contributions  under Section 5.1 shall not exceed in any Plan
Year an amount equal to 50% of the Participant's Earnings in such Plan Year.

     Notwithstanding  the foregoing,  a Participant that is a Highly Compensated
Employee as defined in section  15.1(n) is permitted to  contribute  up to 6% of
his  Earnings to the Plan as an Employee  After-tax  Contribution.  The combined
amount of a Highly Compensated  Employee's Employee Pre-tax  Contributions under
Section 5.1 and Employee  After-tax  Contributions  under this Section 5.2 shall
not exceed in any Plan Year an amount equal to 21% of the Participant's Earnings
in such Plan Year.

     5.3 Company  Matching  Contributions.  Effective  May 1, 2002,  the Company
shall  contribute and pay into the Trust Fund each pay period an amount equal to
one  hundred  percent  (100%)  of each  Participant's  Employee  Pre-tax  and/or
Employee  After-tax  Contributions for such pay period,  but not to exceed 6% of
the Participant's Earnings for such pay period. This contribution shall be known
as the Company Matching Contribution.

     5.4  Payment  of  Contributions.   A  Participant's  Employee  Pre-tax  and
After-tax  Contributions  to the Plan  shall  be  deducted  from  his  regularly
scheduled  paycheck  and paid on his behalf into the Trust Fund each pay period.

     Company  Matching  Contributions  for a pay period shall be paid in cash to
the Trustee  within  fifteen (15) days after the end of the pay period for which
the  Matching  Contribution  is  made.  The  Trustee  shall  be under no duty to
determine the correctness of the computation of Company  Matching  Contributions
hereunder or to enforce payment thereof by the Company.

     5.5  Change in  Contribution.  Upon  seven (7) days  written  notice to the
Committee,  a Participant may voluntarily change, as of the next pay period, the
percentage of his Earnings which are to be  contributed as his Employee  Pre-tax
and/or  After-tax  Contributions to the Plan. When the Earnings of a Participant
change,  the  percentage  elected by such  Participant  shall be applied to such
changed   Earnings  and  the  amount  of  his  Employee   Pre-tax  or  After-tax
Contributions shall be increased or decreased accordingly.

     5.6 Suspension of  Contributions.  Upon written notice to the Committee,  a
Participant may direct that his Employee  Pre-tax or After-tax  Contributions to
the Plan be  suspended  for a period  of not less  than  three (3) nor more than
twelve  (12)  months.   Such   suspension  of  Employee   Pre-tax  or  After-tax
Contributions shall not constitute a termination of participation in the Plan.

     5.7 Return of  Matching  Contributions.  In the event the  Company  makes a
Company Matching  Contribution to the Plan by a mistake of fact or the deduction
for a contribution  is not allowed under Section 404(a) of the Code, the Company
shall be entitled to recover from the Trustee that amount contributed by mistake
of fact or the amount  contributed  in excess of the allowable  deduction  under
Section  404(a),  said  recovery  to be  within  one (1)  year of the  date  the
contribution  is made by  mistake  of fact or,  in the event  the  deduction  is
disallowed,  within one (1) year of the date the deduction is disallowed.  Trust
Fund income  attributable  to the amount to be returned shall not be paid to the
Company,  and Trust Fund loss attributable thereto shall reduce the amount to be
so returned.

     5.8 Employee  Accounts.  The  Committee  shall open and maintain a separate
Employee Pre-tax Account and an Employee  After-tax Account for each Participant
in which shall be recorded the Employee  Pre-tax and After-tax  Contributions of
each Participant, the allocations of Trust income or loss as provided in Article
6, withdrawals there from as provided in Article 8, distributions  there from as
provided in Article 9, and such other  information  as affects the value of such
accounts.

     5.9 Company  Matching  Account.  The  Committee  shall open and  maintain a
separate  Company  Matching  Account  for each  Participant  in  which  shall be
recorded the allocation of Company Matching Contributions as provided in Section
5.3,  the  allocations  of  Trust  income  or loss as  provided  in  Article  6,
withdrawals  there from as  provided in Article 8,  distributions  there from as
provided in Article 9, and such other  information  as affects the value of such
Company Matching Account.

     In addition to the  Company  Matching  Account,  the  Committee  shall also
maintain a separate  Company Savings  Account,  which shall hold Company Savings
Contributions made prior to May 1, 2002.

     5.10 Account Statements. As soon as practicable after the last business day
of each Plan Year the Committee shall furnish to each Participant a statement of
the value of his Employee Pre-tax,  Employee After-tax Company Savings,  Company
Matching,  Company  Savings and Rollover  Accounts as determined as of such day.
The  maintenance of such Accounts,  the  furnishing of statements  thereof,  the
allocations thereto and withdrawals there from shall not require any segregation
of Trust Fund assets.  The terms  "Account" or  "Accounts"  as used in this Plan
mean any one or more of the Accounts  established for a Participant  pursuant to
Article 5.

                                   ARTICLE 6.

                           Trust Fund and Investments

     6.1 Trust  Agreement.  The Company has entered into a Trust  Agreement with
the Trustee,  attached as Appendix A hereto, for the administration of the Trust
Fund.

     6.2  Investments.  The Trust Fund shall consist of such investment funds or
vehicles as the Committee  may, in its  discretion,  designate from time to time
and  may  include  such  investments  as may be  selected  by a  Participant  or
beneficiary under a self-directed  arrangement authorized by the Committee.  The
Trust Fund (including  income produced by the Trust Fund) may be invested in the
common stock of the Company and in such other  investment funds as are chosen by
the Committee and  communicated to  Participants  from time to time. When common
stock of the Company is not  available  for purchase by the Trustee,  Trust Fund
assets shall be invested in any of the  Trustee's  collective  investment  funds
selected by the Committee.  Assets of the SureWest  Communications Company Stock
Fund may also be applied to pay any outstanding obligations of the Plan incurred
for the purchase of common stock of the Company.

     6.3 Sales of Company Stock.  Subject to the approval of the Committee,  the
Trustee may sell shares of Company  common  stock to any person  (including  the
Company), provided that any such sale must be made at a price not less favorable
to the Plan than fair market value as of the date of the sale.

     6.4 Expenses. Brokerage fees, commissions,  stock transfer taxes, and other
charges and expenses  incident to the purchase  and sale of  securities  for the
Trust  Fund shall be paid from the Trust  Fund.  Taxes,  if any,  payable by the
Trustee  on the  assets  at any time  held in the  Trust  Fund or on the  income
thereof  shall be paid  from the Trust  Fund.  All other  expenses  and  charges
incurred in the  administration  of the Plan,  including the Trustee's  fees and
expenses, shall be paid by the Company.

     6.5  Valuations.  The value of the Trust Fund or any  portion or  component
thereof  shall be  determined  by the  Committee as of each  Valuation  Date. In
making such  determination,  the  Committee  shall take into  account the market
value of Trust Fund assets and uninvested cash.

     6.6 Allocations. The net earnings and gains or losses of the Trust Fund for
each  Valuation  Date  (whether  such gains or losses have been realized or not)
will be allocated as of the Valuation  Date among the  Participants  who have an
interest in the Trust Fund. Each  Participant  shall have the right to elect the
manner of investment of his or her Accounts  among the  investment  options then
made  available for the  investment  of such Accounts  pursuant to paragraph 6.9
below.  The Trustee  shall  maintain  separate  records for the Accounts of each
Participant.  Net earnings and gains or losses (which shall mean gross  earnings
and gains or losses,  less expense)  attributable to each investment option held
in a Participant's  Accounts shall be allocated to each such investment  option.
The value of a Participant's  Accounts as of any Valuation Date shall be the sum
of the value of the various  investment  options held in such Accounts as of the
Valuation Date. All valuations and adjustments of a Participant's Accounts shall
be made so as to preserve for each Account of each  Participant  its  beneficial
interest  in each of the  investment  options  in which the  Accounts  have been
invested pursuant to paragraph 6.9 below. Valuations of Company securities which
are  not  readily  tradeable  on an  established  market  shall  be  made  by an
independent  appraiser who meets the requirements similar to the requirements of
the regulations  prescribed under Section 170(a)(1) of the Code. Amounts held in
a forfeiture allocation suspense account established under Section 7.5 shall not
share in Trust Fund income or loss.

     6.7 Participant's Rights.  Nothing herein contained shall be deemed to give
any Participant any interest in any specific property of the Trust Fund nor vest
any  right,  title or  interest  in and to any  assets of the Trust  Fund.  Each
Participant  shall only have the right to  receive  payment at the time or times
and upon the terms and conditions expressly hereinafter set forth in the Plan.

     6.8 Voting Company Stock. Except as otherwise provided in this Section 6.8,
shares of  Company  stock in the  Trust  shall be voted by the  Trustee  only in
accordance with directions from each Participant (or Beneficiary),  who shall be
entitled to give  instructions  as to the voting of all shares of Company  stock
then  allocated  to his  Accounts  under the ESOP  component  of the Plan.  Each
Participant (or Beneficiary)  shall be furnished with the information  statement
and other  materials  provided to Company  shareholders  in connection with each
shareholder  meeting,  together  with  a form  upon  which  confidential  voting
directions may be given to the Trustee (or, if the Trustee is not independent of
the Company,  to an independent third party designated by the Trustee,  who will
tabulate votes and provide  instructions  to the Trustee).  The Trustee (or such
third  party)  shall not  disclose the  confidential  voting  directions  of any
individual  Participant  (or  Beneficiary).  Any  allocated  Company  stock with
respect to which voting  instructions  are not received  from  Participants  (or
Beneficiaries)  and  shares of Company  stock  which are not then  allocated  to
Participants'  Accounts  shall be voted by the Trustee on a pro-rata basis based
on the shares that were voted by  Participants,  in accordance with the terms of
the  Trust.  Since  shares  of  Company  stock  are not  allocated  directly  to
segregated accounts for each individual Participant, for purposes of determining
the number of shares of Company stock which may be voted by a Participant  under
this  Section 6.8,  each  Participant  shall be deemed to have  allocated to his
Accounts  under the ESOP  component  of the Plan a pro rata portion of the total
number of shares of Company  stock  (other than  Financed  Shares held in a Loan
Suspense  Account  under Article 17) held by the Plan on the  applicable  record
ownership date. Such pro rata portion for each  Participant  shall be determined
by multiplying  the total number of shares of Company stock (other than Financed
Shares held in a Loan Suspense  Account) held by the ESOP  component of the Plan
on the applicable record ownership date by a fraction, the numerator of which is
the total value of the Participant's  Accounts in the ESOP component of the Plan
as of such record ownership date and the denominator of which is the total value
of all  Participant's  Accounts  in the  ESOP  component  of the Plan as of such
record ownership date.  Valuations for purposes of the allocations called for by
this Section 6.8 shall be  determined  as of the  Valuation  Date of Plan assets
immediately preceding the applicable record ownership date.

     6.9 Investment Elections.

          (a)  Investment  Allocation  Change.  When  an  Employee  submits  his
     application to become a Participant, he shall provide an election regarding
     the  investment  of  his  accounts.  The  election  shall  specify,  in  1%
     increments from 0% to 100%, the percentage of all current account  balances
     and future  Participant  and Company  contributions  to be invested in each
     investment  option  that is then  made  available  for  the  investment  of
     Participant contributions.

          (b) A Participant may change the investment  elections made under this
     Section 6.9 at any time by giving notice to the plan  administrator  or its
     designee  within  such  time  and in  accordance  with  such  means  as are
     designated by the plan  administrator  and communicated to Participants and
     Employees.  Such  notice  of  change  shall be  subject  to the  procedural
     specifications  set forth above and, except as may otherwise be provided in
     the Trust  Agreement,  shall be  effective  with  respect to  contributions
     received by the Trustee (or otherwise  deposited into the Trust Fund) as of
     the  Valuation  Date on which  the  notice  is  received  or as of the next
     following Valuation Date, in accordance with procedures  established by the
     administrator, and communicated to Participants and Employees.

          (c) An  Employee  making a rollover  contribution  pursuant to Section
     13.8  shall  provide  an  election   regarding   the   investment  of  such
     contribution.  Such election shall be delivered on or prior to the date the
     rollover contribution is effective and shall specify, in 1% increments from
     0% to 100%, the percentage of the rollover  contribution  to be invested in
     each  investment  option which is then made available for the investment of
     rollover contributions.

          (d) Investment  Exchange.  Each Participant and beneficiary shall have
     the opportunity to change the manner in which their accounts under the Plan
     are invested.  Such opportunity shall be exercised by providing an election
     to  the  plan  administrator  or  its  designee  within  such  time  and in
     accordance with such means as are designated by the plan  administrator and
     communicated to Participants, Employees and affected beneficiaries. Subject
     to any  minimum  dollar  limitation  which may be  established  by the plan
     administrator  from  time-to-time,   such  election  shall  specify  in  1%
     increments from 0% to 100%, the percentage of the total accounts maintained
     on behalf of the Participant or beneficiary which is to be invested in each
     investment option then made available. Except as may otherwise be set forth
     in the Trust Agreement,  such Notice shall be effective as of the Valuation
     Date on which  the  Notice is  received  by the  Trustee  or as of the next
     following Valuation Date, in accordance with procedures  established by the
     plan administrator and communicated to Participants, Employees and affected
     beneficiaries.  Notwithstanding  any provision of this paragraph (d) to the
     contrary,  (i) the election  under this Section  6.9(d) shall be subject to
     any  contractual  limitations  imposed  on the  direct  transfer  of assets
     between given  investment  funds, and such election shall have no impact on
     the investment election pertaining to contributions  described in paragraph
     (a) above.

          e) Any investment  allocations elections or investment exchanges under
     this  Section  6.9 may be limited or delayed by the plan  administrator  or
     Trustee, if, in the judgment of such party, giving immediate effect to such
     elections  would  adversely   affect  the  total  account   balances  of  a
     significant number of Participants.

          (f) In the event a Participant's or beneficiary's  investment election
     is  incomplete,  the  Participant  or  beneficiary  will be assumed to have
     chosen to invest in such default fund as is designated  in accordance  with
     the Trust Agreement.

          (g) Any  investment  election  under the foregoing  provisions of this
     Section 6.9 shall remain in effect until changed by another  election under
     this Section.

          (h) Each Participant,  Employee and beneficiary is solely  responsible
     for the  selection of his  investment  option.  The fact that an investment
     option  is   available   under  the  Plan  shall  not  be  construed  as  a
     recommendation for investment in that investment option.

                                   ARTICLE 6.

                                     Vesting

     7.1 Fully  Vested  Accounts.  A  Participant's  Employee  Pre-tax  Account,
Employee After-tax Account,  Company Matching Account and Rollover Account shall
be fully vested and non-forfeitable at all times.

     7.2 Company Savings Account.

          (a)  Full  Vesting.  Prior  to  May 1,  2002,  upon  termination  of a
     Participant's  employment  with the Company by reason of his
     death or Disability,  or the retirement of such Participant on or after his
     Early  Retirement  Date or Normal  Retirement  Date,  his  Company  Savings
     Account became fully vested and non-forfeitable.

          (b)  Partial  Vesting  . Prior to May 1,  2002,  except  as  otherwise
     provided in Section 7.2(a) above, a Participant's Company
     Savings  Account became vested in accordance  with the following  schedule:
     Vested Years of Service Percentage
Less than 1                           -0-

                           At least 1,
                           but less than 2                       20%

                           At least 2,
                           but less than 3                       40%

                           At least 3,
                           but less than 4                       60%

                           At least 4,
                           but less than 5                       80%

                           5 or more                            100%
For the  purpose of  determining  a  Participant's  vested  interest in his
Company Savings Account in accordance with the foregoing schedule,  all Years of
Service  were taken into  account  except  Years of Service or portions  thereof
during  which  an  eligible   employee   declined  to  make   Employee   Savings
Contributions to the Plan; provided,  however,  that Years of Service during any
period  when a  Participant's  Employee  Savings  Contributions  were  suspended
pursuant to Section 5.4 of the Prior Plan and any period  following a withdrawal
under  Article 16 of the Prior Plan during  which a  Participant  could not make
contributions to the Plan shall be taken into account.

     Effective May 1, 2002, a  Participant's  Company  Savings  Account shall be
fully vested and non-forfeitable at all times.

     7.3 Not Used.

     7.4 Break in Service.  For periods  prior to May 1, 2002,  in the case of a
Participant  who has five (5)  consecutive  Breaks in Service,  Years of Service
after  such  5-year  period  shall not be taken into  account  for  purposes  of
determining  the  non-forfeitable  percentage  of that  portion  of his  Company
Savings Account which accrued prior to such 5-year period.

     7.5 Forfeitures.  For Employees whose termination from employment  occurred
prior to May 1,  2002 at such  time as a  Participant  has five (5)  consecutive
1-year Breaks in Service,  that portion of his Company  Savings Account which is
not vested in accordance with Section 7.2(a) or the vesting  schedule in Section
7.2(b) shall be forfeited.  Forfeitures  shall occur as of the last business day
of a Plan Year and  shall be used to  reduce  the  amount  of  Company  Matching
Contributions to the Plan.

                                   ARTICLE 8.

                          Withdrawals During Employment

     8.1 Employee After-tax, Rollover Account/Voluntary Withdrawals. Upon thirty
(30) days written notice to the Committee, a Participant may withdraw, as of the
last day of the month next succeeding the giving of the notice, all or a portion
of the amount in his Employee After-tax or Rollover Account.  The minimum amount
which may be withdrawn by a Participant pursuant to this provision is the lesser
of the amount in the Employee After-tax Account and Rollover Account or $100.00;
if a withdrawal pursuant to this provision reduces the amount in a Participant's
Employee  After-tax and Rollover Accounts to less than $100.00,  the full amount
in the  Employee  After-tax  and  Rollover  Account  must be  withdrawn  by such
Participant.  Withdrawals  from an Employee  After-tax  Account may be made only
once in any 12-month period.

     8.2 Employee and Company Accounts/ Hardship and Age 591/2 Withdrawals.

          (a) Subject to subsection (b) below, a Participant who has a financial
     hardship may, with the consent of the Committee, withdraw the amount of his
     Employee  Pre-tax,  After-tax,  Rollover and Company Savings Accounts as of
     the  Valuation  Date  coincident  with or next  following  the  date of his
     request;  however,  earnings  in  respect  of  such  Participant's  Pre-tax
     Contributions may not be withdrawn.

     A  Participant  who has  attained  age 59-1/2 may,  with the consent of the
Committee,  withdraw  all or a portion  of the amount in his  Employee  Pre-tax,
After-tax, Rollover and/or his Company Matching Account as of the Valuation Date
coincident with the date his distribution is processed.

     No hardship  withdrawals  shall be permitted  under the  provisions of this
Section  8.2 unless the  Committee  determines  pursuant  to the  provisions  of
Section  8.3(a) below that the withdrawal is made on account of an immediate and
heavy  financial  need of the  Participant  and  pursuant to the  provisions  of
Section  8.3(b) below that the withdrawal is necessary to satisfy such financial
need.

     8.3 Immediate and Heavy Financial Need.

          (a) A financial  need will qualify as  immediate  and heavy by meeting
     either the Safe Harbor Test or the Facts and  Circumstances  Test set forth
     below:

               (i) Safe Harbor Test. A hardship withdrawal shall be deemed to be
          made on  account  of an  immediate  and  heavy  financial  need if the
          withdrawal is on account of:

     Medical care expenses  described in Section  213(d) of the Code incurred by
the Participant,  the Participant's  spouse,  or the  Participant's  children or
dependents,  or  expenses  necessary  for such  persons to obtain  medical  care
described in Section 213(d) of the Code;

     Costs (excluding  mortgage  payments) directly related to the purchase of a
principal residence for the Participant;

     Payment of the funeral expenses of a Participant's family member;

     Payment of tuition  and related  educational  fees for the next twelve (12)
months for  post-secondary  education  for the  Participant,  the  Participant's
spouse, or the Participant's children or dependents; or

     Payments  necessary  to  prevent  eviction  of  the  Participant  from  the
Participant's  principal residence or foreclosure on the Participant's principal
residence.

          (ii) Facts and Circumstances Test. With respect to situations which do
     not qualify under the Safe Harbor Test in subsection  (i) above,  whether a
     Participant  has an immediate and heavy  financial need shall be determined
     by the Committee on the basis of all relevant  facts and  circumstances.  A
     financial  need will not fail to  qualify  as  immediate  and heavy  merely
     because such need was reasonably foreseeable or voluntarily incurred by the
     Participant.

     (b)  Withdrawal  Necessary to Satisfy  Financial  Need.  A withdrawal  will
qualify as necessary to satisfy an immediate and heavy financial need by meeting
either  the  Safe  Harbor  Test,  the  Representation  Test,  or the  Facts  and
Circumstances Test set forth below.

          (i) Safe Harbor Test.  A withdrawal  will be deemed to be necessary to
     satisfy  an  immediate  and heavy  financial  need if all of the  following
     conditions are met:

     The  withdrawal  does not  exceed  the  amount of the  immediate  and heavy
financial need, including amounts necessary to pay any federal,  state, or local
income  taxes  or   penalties   reasonably   anticipated   to  result  from  the
distribution.

     The Participant has obtained all other  distributions,  other than hardship
distributions,  and all nontaxable  loans  currently  available under all of the
Company's retirement plans;

     The Participant is prohibited,  under the terms of the Plan or an otherwise
legally enforceable agreement,  from making elective contributions and after-tax
employee contributions to the Plan and all other plans maintained by the Company
for at least six (6) months  (twelve (12) months prior to January 1, 2002) after
receipt of the hardship distributions; and

     The maximum  amount the  Participant  can defer on an elective basis in the
calendar year following the hardship  withdrawal is the applicable annual dollar
limit under  Section  402(g) of the Code reduced by the  Participant's  elective
deferrals made in the calendar year of the hardship withdrawal.

     A need cannot be reasonably  relieved by one of the actions listed above if
the effect of the action would be to increase the amount of the need.

          (ii) Representation Test. A withdrawal will be considered necessary to
     satisfy  an  immediate  and  heavy  financial  need  if the  amount  of the
     withdrawal  does not exceed the amount  required to relieve  the  financial
     need and the Participant delivers a written representation to the Committee
     that the need cannot be met through:

     Reimbursement or compensation, through insurance or oterwise;

     Reasonable liquidation of the participant's assets;

     Cessation of elective deferrals and after-tax employee contributions;

     Other  distributions  or  nontaxable  loans  from plans  maintained  by the
Company or by any other employer; or

     Borrowing from a commercial lender on reasonable commercial terms.

          (iii) Facts and  Circumstances  Test. A withdrawal  will be considered
     necessary to satisfy an immediate and heavy financial need if the amount of
     the  withdrawal  does not  exceed  the  amount  necessary  to  relieve  the
     financial need and the need cannot be satisfied from other sources that are
     reasonably available to the Participant,  as determined by the Committee on
     the basis of all the relevant facts and circumstances.

     8.4  Distributions  of Withdrawn  Amounts.  Distribution of withdrawn funds
shall be made in cash. In the case of hardship  withdrawals,  cash distributions
shall be made as soon as practicable  after the Committee  receives and approves
the Participant's  written  application  therefore.  Distributions shall be made
from and  charged  against  the  investment  options  held in the  participant's
Accounts in accordance with written  direction from the participant,  or, in the
absence of such  direction,  on a pro-rata basis from those  investment  options
from which the withdrawal is available.

     8.5  Diversification.  Prior to May 1, 2002,  a Qualified  Participant  may
elect within ninety (90) days after the close of each Plan Year in the Qualified
Election  Period to direct the Plan as to the  investment of at least 25% of the
Participant's  Accounts,  less any amount to which a prior  election  under this
clause  applies.  In the case of any election made hereunder with respect to the
last year in the Qualified  Election  Period,  the preceding  sentence  shall be
applied by substituting "50%" for "25%."

     The Plan  may  satisfy  the  requirements  of this  clause  and of  Section
401(a)(28) of the Code by either

     (i) distributing the portion of the  Participant's  Accounts covered by the
election under this clause within ninety (90) days after the period during which
the election may be made, or

     (ii)  offering  at  least  3  investment  options  (not  inconsistent  with
Regulations  prescribed  by  the  Commissioner  of  Internal  Revenue)  to  each
Participant making an election under this clause and by investing the portion of
the  Participant's  Accounts  covered by the  election in  accordance  with such
election within 90 days after the period during which the election may be made.

     On and after May 1, 2002,  each  Participant  may direct the  investment of
100% of his Accounts at any time, in accordance with  procedures  established by
the  Committee.  For purposes of this Section  8.5,  the  following  definitions
apply:

     (1)  "Accounts"  means  the  full  balance  of all  Accounts  held  for the
Participant under the Plan; (

     2) "Qualified Participant" means any Participant who has completed at least
ten (10) years of participation in the Plan and has attained age 55;

     (3) "Qualified Election Period" means the 6-Plan-Year period beginning with
the later of (1) the first  Plan Year in which the  Participant  first  became a
Qualified  Participant,  or (2) the first Plan Year beginning after December 31,
1986.

     8.6 Dividends on Company  Stock.  Any cash  dividends  paid with respect to
Company stock held by the Trust may, as determined by the Committee, be retained
in the Trust and  reinvested  in Company  stock,  or paid to  Participants.  The
Committee  shall make this  determination  each time a dividend is declared with
respect to such stock.  If the Committee  determines  that the dividend is to be
paid to  Participants,  the dividend shall be allocated among the  Participants'
Accounts in the manner described below, and each Participant shall, with respect
to the dividend allocated to his or her Accounts, be given an election to:

          (a) receive the dividend in cash either: (1) directly from the Company
     or (2) from the Plan  provided the dividend is  distributed  within 90 days
     after the close of the plan year in which it was paid by the Company to the
     Plan; or,

          (b) have the  dividend  paid to the Plan  and  reinvested  in  Company
     stock.

     Participants  shall be provided this election with respect to each dividend
declared by the Company which the Committee  determines  shall be passed through
to the Participants.  If a Participant elects pursuant to subparagraph (b) above
to have the dividend  reinvested in Company stock, the dividend and the stock so
purchased  shall be allocated  among and added to the separate  accounts of such
Participant which generated the dividend.  Since shares of Company stock are not
otherwise   allocated  directly  to  segregated  accounts  for  each  individual
Participant,  the  number of shares of Company  stock  deemed  allocated  to the
Accounts  of a  Participant  for  purposes  of  allocating  dividends  shall  be
determined in the manner provided in Section 6.8, above,  with respect to voting
of Company stock, except that the determination shall be made as of the dividend
record date.

     The  provisions of this Section 8.6 shall be effective on and after January
1, 2002.

                                   ARTICLE 9.

                                  Distributions

     9.1 Determination of Account Values. When a Participant's  participation in
the Plan  terminates,  the Committee  shall  determine the value of his Employee
Pre-tax,  Employee  After-tax,  Rollover,  Company Savings and Company  Matching
Accounts as of the Valuation Date. For this purpose,  a  Participant's  Accounts
shall be credited with his Company and Employee contributions, which are payable
to the Trust  Fund but the  amount of which has not yet been paid in cash to the
Trustee.

     9.2  Distribution in Cash or Company Stock.  When a Participant  terminates
his  participation  in the Plan he (or his  beneficiary)  shall be  entitled  to
receive the value of his  Accounts  that are  invested in the  SureWest  Company
Stock Fund  distributed  in cash or in shares of Company  common  stock.  If the
Participant  elects to receive  the value of his  Accounts  in shares of Company
common stock, the number of whole and fractional  shares of Company common stock
which shall be  distributed to the  Participant  (or his  beneficiary)  shall be
determined  by dividing (a) the value of his  accounts  invested in the SureWest
Communications  Company Stock Fund by (b) the fair market value of one (1) share
of Company common stock at the Valuation Date on which the distribution  occurs.
The value of fractional shares shall be paid in cash.

     9.3  Distribution.  In  the  case  of  termination  of  participation,  the
Committee shall,  upon receipt of and in accordance with the written election of
the terminating  Participant,  direct that the entire value of the Participant's
accounts shall be distributed to the Participant in a single sum in cash, except
to the extent that amounts are invested in the SureWest  Communications  Company
Stock Fund, and the Participant elects an in-kind distribution in Company stock.

     9.4 Timing of Distribution.  Distributions  under Section 9.3 shall be made
as soon as  practicable  after the  Participant  delivers  the written  election
required  under Section 9.3. A participant  whose Accounts have a combined value
of $5,000 or less will not have the option to defer distribution.  The foregoing
notwithstanding, in the case of a Participant who terminates employment prior to
reaching age 65 with Accounts whose value exceeds  $5,000,  all of the assets in
such Accounts shall be distributed to the Participant no later than the first to
occur of the  Participant's  death,  his reaching age 65, or his making  written
application for the distribution of his interest in the Plan.

     9.5 Distributions to Non-Vested Participants.  If a distribution is made to
a Participant in respect of his Company  Savings Account at a time when he has a
non-forfeitable  right to less than 100% of such Company Savings Account, and if
the vested percentage in such Company Savings Account could increase  subsequent
to such distribution,  until such time as the vesting percentage cannot increase
the  Participant's  vested portion in such Company  Savings Account shall not be
less  than X  determined  by the  formula:  X = P(AB + D) -D.  For  purposes  of
applying this formula,

          P = the vested percentage at the relevant time

          AB = the value of the Company Savings Account at the relevant time

          D = the amount distributed to the Participant from his Company Savings
              Account

For purposes of the above formula, the relevant time shall be the time at which
the vesting percentage in the Company Savings Account cannot increase.

     9.6 Required  Distributions.  Notwithstanding any provision of this Plan to
the  contrary,  for a  Participant  who is not a 5-percent  owner (as defined in
Section 416(i)(1) of the Code), and who attains age 70-1/2 after 1998,  benefits
under  the  Plan  shall  commence  to be paid no  later  than  the  April 1 next
following the later of the calendar year in which the Participant retires or the
calendar  year in which the  Participant  attains age  70-1/2.  In the case of a
Participant  who is a 5-percent  owner (as defined in Section  416(i)(1)  of the
Code),  benefits  under the Plan shall  commence  no later than the April 1 next
following the calendar year in which such Participant attains age 70-1/2.

     9.7 Not Used

     9.8 Trustee-to-Trustee Transfers.

          (a) Part or all of an "eligible rollover  distribution" from this Plan
     may be transferred in a "direct rollover" to an "eligible  retirement plan"
     at the  election  of  the  Participant  who is  eligible  to  receive  such
     distribution.  If the  Participant  elects  to have  part  of the  eligible
     rollover distribution rolled directly into an eligible retirement plan, the
     remainder of the balance to the credit of the Participant in the Plan shall
     be distributed  directly to the  Participant in a single sum in the form of
     cash or stock.

          (b) For purposes of this Section 9.8, the  following  definitions  and
     rules shall apply:

               (i) "Eligible rollover  distribution" shall mean any distribution
          of any  portion  (part  or  all) of the  balance  to the  credit  of a
          Participant in the Plan,  excluding any  distributions  required under
          Code Section 401(a)(9), plan loans that are treated as or deemed to be
          distributions,   any  corrective  distributions  (including  allocable
          income) of excess contributions,  excess deferrals or excess aggregate
          contributions  to the  Plan,  and  any  distribution  that is one of a
          series of substantially  equal periodic payments made over the life of
          the  Participant,  over the joint life of the Participant and the life
          of  a  designated  beneficiary,   over  the  life  expectancy  of  the
          Participant,  over the  joint  life  and  survivor  expectancy  of the
          Participant and a designated  beneficiary,  or over a specified period
          of ten (10) years or more. The foregoing notwithstanding, effective as
          of January 1, 2000, "eligible rollover distribution" shall not include
          any    Plan    hardship    distribution     described    in    Section
          401(k)(2)(B)(i)(IV) of the Code.

               (ii)  "Direct  rollover"  means a direct  transfer of an eligible
          rollover  distribution from the Plan to an eligible retirement plan by
          one of the following means:

                    (A)  wire  transfer  of  funds   directly  to  the  eligible
               retirement plan;

                    (B) mailing of a check  directly to the eligible  retirement
               plan;

                    (C) delivery of a check to the  Participant,  provided  that
               the  check  is  made  payable  to the  trustee  of  the  eligible
               retirement plan; or

                    (D) any other means which  satisfies the  requirement of the
               Code for a direct rollover.

               (iii) "Eligible  retirement plan" means an individual  retirement
          account ("IRA"),  and individual  retirement  annuity,  or a qualified
          pension plan.

               (iv) If a Participant fails to make any election, the Participant
          will be treated as having not made a direct rollover election.

               (v) The  Committee  shall  provide to  Participants  receiving an
          eligible  rollover  distribution  a written  explanation of the direct
          rollover rules at least thirty (30) days and not more than ninety (90)
          days prior to the distribution.

               (vi) Participants receiving an eligible rollover distribution may
          elect  to  have  a part  of  the  distribution  paid  directly  to the
          Participant,  with the balance being transferred via a direct rollover
          to an eligible retirement plan.

               (vii)  Participants  wishing  to  make a  direct  rollover  to an
          eligible retirement plan shall provide to the Committee

                    (A) the name of the recipient plan;

                    (B)  a  written  response  that  the  recipient  plan  is an
               eligible  retirement  plan  and  that it  will  accept  a  direct
               rollover for the benefit of the Participant;

                    (C) the name and  address of the  trustee  of the  recipient
               plan; and

                    (D) such other  information  as the Committee may reasonably
               require.

     9.9 Discretionary Distributions. Notwithstanding any provisions of the Plan
to the  contrary,  the  availability  of alternate  forms of benefit (as defined
under  applicable  law,  and  including  installment  payments  and  single  sum
distributions)  to  a  Participant,  beneficiary  or  surviving  spouse  who  is
otherwise  eligible for such benefit  shall not be  predicated on the consent or
the exercise of discretion in any manner by the Company,  the Committee,  or any
other individual or entity serving in a representative capacity on behalf of the
Company or Committee in connection with the administration of the Plan.

     9.10  Put  Option.  The  Company  shall  provide  a  "put  option"  to  any
Participant (or beneficiary) who receives a distribution of Company common stock
from  the  Plan  at a time  when  such  stock  is not  readily  tradeable  on an
established market. The put option shall permit the Participant (or beneficiary)
to sell such Company common stock to the Trust or, if the Trust declines, to the
Company at any time during two option periods,  at the then fair market value of
such stock.  The first put option  period  shall be for at least sixty (60) days
beginning on the date of distribution. The second put option period shall be for
at least sixty (60) days beginning  after the new  determination  of fair market
value (and notice to the  Participant  thereof) in the following  Plan Year. The
Company may allow the  Committee  to direct the  Trustee to  purchase  shares of
Company common stock tendered to the Company under a put option. The payment for
any Company  common  stock sold under a put option  shall be made within  thirty
(30) days if the shares were distributed as part of an installment distribution.
If the  shares  were  distributed  in a lump  sum  distribution,  payment  shall
commence  within  thirty  (30)  days  and  may  be  made  in a  lump  sum  or in
substantially equal, annual installments over a period not exceeding five years,
with adequate security provided and interest payable at a reasonable rate on any
unpaid installment balance (as determined by the Company or the Committee).  For
purposes of this "put option" requirement,  as provided in Section 409(o) of the
Code,  the Accounts of a Participant  shall not include any Company common stock
acquired  with the proceeds of any  Acquisition  Loan (as defined in Article 25)
until the close of the Plan Year in which such Loan is repaid in full.

                                   ARTICLE 10.

                           Designation of Beneficiary

     10.1 Designation.  Every Participant may designate, in the manner specified
by the Committee, a beneficiary or beneficiaries and successor  beneficiaries to
receive  any  death  benefits  provided  in the Plan.  A change  in  beneficiary
designation  may be made by a  Participant  at any time by written  notice filed
with the Committee,  provided,  however, that such notice must be filed with the
Committee prior to such  Participant's  death. Only  beneficiaries so designated
will be recognized  by the  Committee as entitled to the benefits  distributable
under  the  Plan,  except  that in the  absence  of any  such  designation,  the
Committee  shall be empowered to designate  the  beneficiaries  on behalf of the
Participant,  but only from among the  Participant's  living  spouse,  children,
parents,  brothers  and  sisters,  nephews  and  nieces,  or the  estate  of the
Participant.

     10.2 Rights of  Beneficiaries.  Limitations  on the rights of a Participant
shall apply to and bind a Participant's  beneficiaries,  and (except in the case
of death  benefits)  no  beneficiary  shall have any  greater  right or interest
hereunder than the Participant through whom the beneficiary claims.

     10.3 Spouse as  Beneficiary.  Notwithstanding  any provision of the Plan to
the contrary, a Participant's vested benefits under the Plan shall be payable in
full, on the death of the Participant,  to the  Participant's  surviving spouse,
or, if there is no surviving  spouse or the  surviving  spouse  consents (in the
manner specified in below), to the Participant's designated beneficiary.

     The spouse of a Participant may consent to a distribution of death benefits
to a beneficiary  other than such spouse by executing a written  consent to such
distribution.  The consent must  acknowledge the effect of the spouse's  consent
and must be witnessed by a plan representative or a notary public.

                                   ARTICLE 11

                            Amendment and Termination

     11.1 Amendment.  The Plan herein set forth may be amended from time to time
by written  instrument  executed by the President of the Company or by any other
officer of the Company duly authorized to execute such  amendment.  No amendment
to the Plan:

          (a) Shall cause or permit any part of the  principal  or income of the
     Trust Fund to revert to the Company or to be used for,  or be diverted  to,
     any  purpose  other than the  exclusive  benefit of  Participants  or their
     beneficiaries;

          (b) Shall change the duties or liabilities of the Trustee  without its
     assent to such amendment.

          (c)  Shall  adversely   affect  the  then  accrued   benefits  of  any
     Participant. The duly executed amendment shall be delivered to the Trustee.

     11.2 Discontinuance of Contributions.  The Company has established the Plan
with the bona  fide  intention  and  expectation  that  the Plan  will  continue
indefinitely and that it will be able to make its  contributions  under the Plan
indefinitely,  but the Company  shall be under no  obligation  to  continue  its
contributions  or to maintain  the Plan for any given length of time and may, in
its sole and absolute  discretion,  completely  discontinue its contributions or
terminate the Plan at any time without any liability whatsoever.

     11.3 Termination. The Plan and Trust shall terminate:

          (a) Upon the date specified in a written notice of the  termination of
     the Plan and Trust,  executed by the Company and  delivered to the Trustee;
     or

          (b)  Upon  the  adjudication  of the  Company  as a  bankrupt,  or the
     execution of a general  assignment  by the Company to or for the benefit of
     creditors,  or dissolution  of the Company;  provided,  however,  that such
     bankruptcy,  assignment or dissolution  proceedings shall not terminate the
     Plan or Trust if there exists a reorganized or successor organization which
     expressly adopts this Plan and agrees, in writing, to continue the Plan and
     Trust; or

          (c) Upon the  earlier of (i) the  complete  accomplishment  of all the
     purposes for which the Plan and Trust are created, or (ii) the death of the
     last person entitled to receive any benefits hereunder who is living at the
     date of execution  hereof;  provided,  however,  that if, upon the death of
     such last  survivor,  the Trust may  continue for a longer  period  without
     violation of any law or the jurisdiction of which the Trust is subject, the
     Trust shall not be  terminated  upon the death of such last  survivor,  but
     shall  continue until the complete  accomplishment  of all the purposes for
     which the Plan and Trust are created,  unless sooner  terminated  under the
     other provisions hereof.

     11.4 Full Vesting.  In the event of a termination or partial termination of
the Plan, or upon complete discontinuance of contributions  hereunder,  the full
value of the accounts of all Participants directly affected thereby shall become
fully vested and nonforfeitable.

     11.5 Distribution  Upon  Termination.  Upon the termination of the Plan and
after payment of all expenses of the Trust,  including any compensation then due
the Trustee from the Company,  the Trust Fund and all Participant accounts shall
be valued  according  to the  procedures  provided in Article 6, and the Trustee
shall  distribute the value of such accounts,  as directed by the Committee,  in
accordance with the provisions of Article 9.

     11.6 Leased Employees. Notwithstanding any of the provisions of the Plan to
the  contrary,  for  purposes  of  determining  the number or identity of Highly
Compensated  Employees  or for purposes of the pension  requirements  of Section
414(n)(3) of the Code,  the employees of the Company  shall include  individuals
defined as leased employees within the meaning of Section 414(n)(2) of the Code.
Notwithstanding the foregoing, if such leased employees constitute less than 20%
of the Company's non-highly compensated work force within the meaning of Section
414(n)(5)(c)(ii)  of the Code,  employees of the Company shall not include those
leased employees covered by a plan described in Section 414(n)(5)(B) of the Code
unless  otherwise  provided by the terms of this Plan. A leased  employee within
the meaning of Section  414(n)(2) of the Code shall become a Participant  in, or
accrue  benefits  under,  the Plan based on service as a leased employee only as
provided  in  provisions  of the Plan  other  than this  Section  11.6.  "Leased
employee"  status within the meaning of Section 414 (n) (2) of the Code shall be
determined  under the  provisions of the Section  414(n)(2)(C)  rule relating to
primary direction and control.

                                   ARTICLE 12.

                           Limitation on Contributions

     12.1 (a)  Where the  Company  Maintains  No Other  Qualified  Plan.  If the
Participant  does not  participate  in, and has never  participated  in, another
qualified plan maintained by the Company,  the amount of Annual  Additions which
may be credited to the  Participant's  Accounts for any Plan Year may not exceed
the Maximum Permissible  Amount. If Matching  Contributions that would otherwise
be contributed to a Participant's  Accounts would cause the Annual Additions for
the Plan Year to exceed  the  Maximum  Permissible  Amount,  the  amount of such
Matching Contributions will be reduced so that the Annual Additions for the Plan
Year will equal the Maximum Permissible Amount.

          (b) Where the Company Maintains One or More Defined Contribution Plans
     in Addition  to this Plan.  If the  Participant  is covered  under  another
     qualified defined contribution plan maintained by the Company during a Plan
     Year,  the Annual  Additions  which may be  credited  to the  Participant's
     Accounts  under this Plan for any such Plan Year may not exceed the Maximum
     Permissible Amount.

          (c) Where the Company  Maintains One or More Defined  Benefit Plans in
     Addition to this Plan. If the Company maintains, or at any time maintained,
     a qualified defined benefit plan covering any Participant in this Plan, the
     sum of the Participant's  Defined Contribution Fraction and Defined Benefit
     Fraction may not exceed 1.0 in any Plan Year. If the sum of such  fractions
     for any Participant  does exceed 1.0 in any Plan Year, the numerator of the
     Defined Benefit Plan Fraction for such Participant shall be reduced so that
     the sum of such  fraction  and the Defined  Contribution  Fraction for such
     Plan Year will equal 1.0. The foregoing notwithstanding,  the combined plan
     limitations  of this  paragraph  (c) shall not apply to the  benefits  of a
     Participant  whose benefits under the Plan have not commenced as of January
     1, 2000.

          (d)  Definitions.  For purposes of this Section  12.1,  the  following
     definitions shall apply:

               (1) Accounts.  The entire  interest of a Participant in the Plan,
          consisting of Company  Savings  Contributions  in the Company  Savings
          Account,  Company  Matching  Contributions  contributed to the Company
          Matching Account,  Employee Pre-tax  Contributions  contributed to the
          Employee  Pre-tax  Account,   and  Employee  After-tax   Contributions
          contributed to the Employee After-tax Account.

               (2) Annual  Additions.  The sum of the following amounts credited
          to a Participant's Accounts for the Plan Year:

                    (i) his Company Matching Contributions;

                    (ii) his Employee Pre-tax Contributions;

                    (iii) his Employee After-tax Contributions;

                    (iv) amounts described in Sections  415(l)(1) and 419A(d)(2)
               of the Code.

               (3)  Annual  Benefit.  The  retirement  benefit  under a  defined
          benefit plan which is payable  annually in the form of a straight life
          annuity.

               (4) Compensation. A Participant's earned income, wages, salaries,
          and fees for  professional  services,  and other amounts  received for
          personal  services  actually rendered in the course of employment with
          the Company (including, but not limited to, commissions paid salesmen,
          compensation  for  services on the basis of a  percentage  of profits,
          commissions on insurance  premiums,  tips and bonuses),  and excluding
          the following:

                    (i) Company contributions to a plan of deferred compensation
               which are not  included in the  Employee's  gross  income for the
               taxable year in which contributed or Company  contributions under
               a   simplified   employee   pension   plan  to  the  extent  such
               contributions   are   deductible   by   the   Employee,   or  any
               distributions from a plan of deferred compensation;

                    (ii) Amounts  realized  from the exercise of a  nonqualified
               stock option,  or when restricted stock (or property) held by the
               Employee  either  becomes  freely  transferable  or is no  longer
               subject to a substantial risk of forfeiture;

                    (iii)  Amounts  realized  from the sale,  exchange  or other
               disposition of stock acquired under a qualified stock option; and

                    (iv) Other amounts which  receive  special tax benefits,  or
               contributions  made by the Company (whether or not under a salary
               reduction agreement) towards the purchase of an annuity described
               in Section  403(b) of the Code  (whether  or not the  amounts are
               actually excludable from the gross income of the Employee).

          Compensation  for any Plan Year is the  compensation  actually paid or
     includable in gross income during such year. The foregoing notwithstanding,
     effective  as of January  1,  1998,  "Compensation"  for  purposes  of this
     Section  12.1(d)(4)  shall  include any  elective  deferral  (as defined in
     Section  402(g)(3)  of the Code) and any  amount  which is  contributed  or
     deferred  by the Company at the  election  of an Employee  and which is not
     includable  in gross income of the Employee by reason of Section 125 of the
     Code.

               (5) Defined Benefit Fraction. A fraction,  the numerator of which
          is the sum of the  Participant's  projected  annual benefits under all
          defined  benefit plans (whether or not  terminated)  maintained by the
          Company,  and the denominator of which is the lesser of 125 percent of
          the  dollar  limitation  in  effect  for the Plan Year  under  Section
          415(b)(1)(A)  of the  Code  or 140  percent  of  the  Highest  Average
          Compensation.

               (6) Defined Contribution  Fraction. A fraction,  the numerator of
          which is the sum of the annual additions to the Participant's  account
          under all  defined  contribution  plans  (whether  or not  terminated)
          maintained  by the  Company  for the current and all prior Plan Years,
          (including the annual  additions  attributable  to all welfare benefit
          funds maintained by the Company),  and the denominator of which is the
          sum of the  maximum  aggregate  amounts  for the current and all prior
          Years of Service  with the  Company  (regardless  of whether a defined
          contribution plan was maintained by the Company).

          The  maximum  aggregate  amount in any Plan Year is the  lesser of 125
     percent of the dollar  limitation in effect under Section  415(c)(1)(A)  of
     the Code or 140  percent of the  compensation  limitation  in effect  under
     Section 415(e)(1)(b) of the Code.

               (7) Company.  The Company which adopts this Plan, and all members
          of a controlled group of corporations (as defined in Section 414(b) of
          the Code, as modified by Section 415(h)),  commonly  controlled trades
          or  businesses  (as  defined in Section  414(c) as modified by Section
          415(h)),  or affiliated  service groups (as defined in Section 414(m))
          of which the adopting Company is a part.

               (8)  Maximum  Permissible  Amount  . The  lesser  of the  defined
          contribution dollar limitation under Section  415(c)(1)(A) of the Code
          or 25% of the Participant's compensation within the meaning of Section
          415(c)(3) of the Code.

               (9) Projected  Annual  Benefit.  The Annual  Benefit to which the
          Participant would be entitled under the terms of the Plan assuming:

                    (i) the Participant  will continue  employment  until Normal
               Retirement Date under the Plan (or current age, if later), and

                    (ii) the  Participant's  Compensation  for the current  Plan
               Year and all other  relevant  factors used to determine  benefits
               under the Plan will  remain  constant  for all future Plan Years.
               event that through error the Company contributes an amount to a

     12.2 Not Used.

     12.3  Excess  Annual  Additions.  If,  as a  result  of the  allocation  of
forfeitures,   a  reasonable   error  in  estimating  a   Participant's   annual
compensation, a reasonable error in determining the amount of contributions that
may be made with respect to an  individual  under the limits of Section 12.1, or
under other limited facts and  circumstances  that the  Commissioner of Internal
Revenue finds justify the  availability of the rules set forth below, the annual
additions allocable to a Participant for a Plan Year would cause the limitations
of Section 12.1 for the Participant to be exceeded,  the excess amount shall not
be deemed an annual  addition  in that  Plan  Year if such  excess  amounts  are
treated in accordance with any one of the provisions in paragraphs (i), (ii), or
(iii) of IRS Regulation ss.  1.415-6(b).  Elective deferrals (within the meaning
of Section 402(g)(3) of the Code) may be distributed and employee  contributions
(whether voluntary or mandatory) may be returned to the affected  Participant to
the extent that the  distribution or return will reduce the excess amount in the
Participant's account.

                                   ARTICLE 13.

                                  Miscellaneous

     13.1 Exclusive  Benefit.  Except as provided in Section 5.7 hereof, no part
of the Trust Fund shall be used for or be diverted to any purpose other than the
exclusive  benefit of Participants and their  beneficiaries and the defraying of
reasonable  expenses for administering the Plan; and, except as provided in said
Section 5.7,  under no  circumstances  shall any part of the corpus or income of
the Trust Fund revert to or inure to the benefit of the Company, its successors,
assigns or representatives.

     13.2 No Right to Assign.  No Participant or his beneficiary  shall have any
right to  assign,  alienate,  encumber,  or  hypothecate  all or any part of his
interest  in the Plan,  in the Trust  Fund,  or in any  benefit  distributed  in
accordance with the terms hereof,  nor shall any such interest be subject to the
claims of creditors or be liable to  attachment,  execution or other  process of
law. The preceding  sentence  shall also apply to the creation,  assignment,  or
recognition  of a right to any benefit  payable  with  respect to a  Participant
pursuant to a domestic  relations  order unless such order is determined to be a
"qualified  domestic relations order," as defined in Section 414(p) of the Code.
The Committee shall establish  reasonable  procedures to determine the qualified
status of domestic relations orders and to administer  distributions pursuant to
such qualified  orders.  If called for by a qualified  domestic  relations order
(QDRO) and  provided  that such  payment  does not  violate  ERISA and  Internal
Revenue Code restrictions on a Participant's  right to assign benefits under the
Plan, payment of Plan benefits to a Participant's  alternate payee pursuant to a
QDRO is permitted even though the Participant has not separated from service and
even though the Participant has not yet attained the Plan's earliest  retirement
age (as defined in Section  414(p)(4)(B) of the Code). All such QDRO payments to
an  alternate  payee shall be treated as an  in-service  distribution  and shall
therefore only be made in the form of a lump sum cash payment. In the event that
a domestic relations order is received by the Plan, the Committee shall promptly
notify the  Participant  and each alternate  payee of the receipt of such order,
and shall provide to the Participant and each alternate payee written procedures
to determine the qualified status of domestic relations orders and to administer
distributions  under  such  orders.  Within a  reasonable  period of time  after
receipt of the domestic  relations order, the Committee shall determine  whether
the order is a qualified domestic relations order and notify the Participant and
each alternate payee of such determination.

     13.3 No Employment  Rights.  Neither the establishment of this Plan nor any
modification  thereof,  nor  the  creation  of any  fund  or  account,  nor  the
distribution  of any benefit shall be construed as giving any Participant or any
person  whomsoever any legal or equitable right against the Company with respect
to employment or otherwise.  Any  Participants and other persons shall have only
such rights as shall be  specifically  provided  for in the Plan or conferred by
affirmative action of the Company in accordance with the terms and provisions of
the Plan.

     13.4 Payments from Trust Fund.  All benefits  distributable  under the Plan
shall be paid or provided  solely from the Trust Fund and the Company assumes no
liability or responsibility therefore.

     13.5  Qualification  of  Plan.  The  Company  agrees  that it will  make no
contributions nor will it direct any distributions which are in violation of the
Plan or which would  jeopardize the continued  qualification of the Plan and the
continued  exemption of the Trust from Federal income tax under Sections  401(a)
and 501(a) of the Code.

     13.6  Merger of Plans.  In the event that the Plan and the Trust are merged
or consolidated  with, or the assets or liabilities  thereof are transferred to,
any other plan, each Participant shall be entitled to receive benefits under the
Plan immediately after the merger, consolidation,  or transfer (if the Plan were
then  terminated)  which is equal to or greater  than the  benefit he would have
been  entitled  to  receive  under  the  Plan  immediately  before  the  merger,
consolidation or transfer (if the Plan had then terminated).

     13.7 Assets of Other Plans.  Notwithstanding  any other  provision  hereof,
there may be  transferred  to the  Trustee of this Plan all or any of the assets
held (whether by a trustee,  custodian or otherwise) on behalf of any other plan
which has satisfied the applicable  requirements  of Section 401(a) of the Code,
and which is  maintained  for the  benefit  of any  person who is or is about to
become a Participant in this Plan.

     13.8 Rollover  Contributions.  Notwithstanding  any other provision hereof,
the  Trustee  shall be  authorized  to accept  assets from a person who is or is
about to become a Participant  in this Plan provided the transfer of such assets
to this Plan qualifies as a rollover  contribution within the meaning of Section
402 and Section 403 of the Code.

                                   ARTICLE 14.

                            Top-Heavy Plan Provisions

     14.1 General Rule.  If the Plan is or becomes a top-heavy  plan (as defined
in  Section  14.3  below) in any Plan  Year,  the Plan  shall be  subject to the
minimum benefit provisions of Section 14.2, which will supersede any conflicting
provisions in the Plan.

     14.2 Minimum Benefit.

          (a) Except as otherwise  provided in (b),  (c) and (d) below,  for any
     Plan  Year  in  which  the  Plan  is   top-heavy,   the  Company   Matching
     Contributions  allocated  on  behalf  of a  Participant  who  is  not a key
     employee shall not be less than the lower of

               (i) 3% of such Participant's  Compensation (as defined in Section
          12.1(d)(4)), or

               (ii)  where  the  Company  has  no  defined  benefit  plan  which
          designates  this Plan to satisfy  Section 401 of the Code, the largest
          percentage of Company  Matching  Contributions  allocated on behalf of
          any key employee for such Plan Year. This minimum  allocation shall be
          determined without regard to any Social Security  contributions.  This
          minimum  allocation shall be made even though,  under other provisions
          of the Plan,  the  Participant  would not  otherwise  be  entitled  to
          receive an  allocation,  or would have  received a lesser  allocation,
          because of (i) the  Participant's  failure to complete  1,000 Hours of
          Service, or (ii) the Participant's failure to make Employee Pre-tax or
          After-tax Contributions to the Plan.

          (b) The provisions of (a) shall not apply to a Participant who was not
     employed by the Company on the last day of the Plan Year.

          (c) The  provisions in (a) shall not apply to any  Participant  to the
     extent  that the  Participant  is covered by any other plan or plans of the
     Company which provide that the minimum  allocation or benefit  requirements
     applicable  to  top-heavy  plans  will be met in such  other plan or plans.
     Non-key employees covered only by the SureWest  Communications Pension Plan
     shall  receive  the  defined  benefit  minimum  under  that  Plan.  Non-key
     employees covered only by this Plan shall receive the defined  contribution
     minimum under this Plan.

          (d) Employee Pre-tax Contributions shall also be included with Company
     Matching  Contributions in determining  whether the minimum  allocation has
     been made on behalf of any Participant who is not a key employee.

     14.3 Top-Heavy  Plan.  This Plan shall be top-heavy if any of the following
conditions  exist:

          (a) If the  top-heavy  ratio for this Plan exceeds 60 percent and this
     Plan  is  not  part  of  any  required   aggregation  group  or  permissive
     aggregation group of plans;

          (b) If this Plan is a part of a  required  aggregation  group of plans
     (but which is not part of a permissive aggregation group) and the top-heavy
     ratio for the group of plans  exceeds 60 percent;  or

          (c) If this Plan is a part of a  required  aggregation  group of plans
     and part of a permissive  aggregation group and the top-heavy ratio for the
     permissive  aggregation  group  exceeds 60  percent.  For  purposes of this
     Section 14.3 the Plan's top-heavy ratio shall be determined as follows:

               (i) If the Company  maintains  one or more  defined  contribution
          plans  (including  any  simplified  employee  benefit  plans)  and the
          Company has not maintained any defined benefit plans which has covered
          or could cover a Participant  in this Plan,  the  top-heavy  ratio for
          this Plan alone, or for the required or permissive  aggregation  group
          as  appropriate,  is a fraction,  the numerator of which is the sum of
          the account  balances  of all key  employees  as of the  determination
          date(s) (including any part of any account balance  distributed in the
          five-year  period  ending  on  the  determination  date(s)),  and  the
          denominator of which is the sum of all account balances (including any
          part of any account balance distributed in the 5-year period ending on
          the determination  date(s) of all Participants as of the determination
          date(s).

               (ii) If the Company  maintains  one or more defined  contribution
          plans (including any simplified employee pension plan) and the Company
          maintains or has  maintained  one or more defined  benefit plans which
          have covered or could cover a Participant  in this Plan, the top-heavy
          ratio  for  any  required  or   permissive   aggregation   group,   as
          appropriate,  is a fraction,  the numerator of which is the sum of the
          present value of accrued benefits under the aggregate  defined benefit
          plan or plans for all key employees and the account balances under the
          defined contribution plans for all key employees,  and the denominator
          of which is the sum of the present  values of accrued  benefits  under
          the aggregated  defined benefit plan or plans for all Participants and
          the  sum  of  the  account  balances  under  the  aggregated   defined
          contribution   plan  or  plans   for  all   Participants   as  of  the
          determination  date(s),  all determined in accordance with Section 416
          of the Code and the  regulations  there  under.  The account  balances
          under  a  defined   contribution   plan  in  both  the  numerator  and
          denominator  of  the  top-heavy  ratio  are  to be  adjusted  for  any
          distribution of an account balance made in the 5-year period ending on
          the determination date.

               (iii)For  purposes  of (i) and (ii)  above,  the value of account
          balances and the present value of accrued  benefits will be determined
          as of the most recent  valuation  date that falls  within or ends with
          the twelve (12) month period  ending on the  determination  date.  The
          account  balances and accrued benefits of a Participant (1) who is not
          a key employee but who was a key employee in a prior year,  or (2) who
          has not received any  Compensation  from the Company  maintaining  the
          Plan at any time during the 5-year period ending on the  determination
          date will be disregarded.  The calculation of the top-heavy ratio, and
          the extent to which distributions,  rollovers, and transfers are taken
          into account will be made in  accordance  with Section 416 of the Code
          and the regulations there under. When aggregating  plans, the value of
          account   balances  and  accrued  benefits  will  be  calculated  with
          reference  to the  determination  dates  that  fall  within  the  same
          calendar year.

     14.4   Definitions.   For  purposes  of  this  Article  14,  the  following
definitions shall apply:

          (a)  key  employee  :  Any  Employee  or  former   Employee  (and  the
     beneficiaries  of such  Employee) who at any time during the  determination
     period  was  an  officer  of  the  Company  if  such  individual's   annual
     compensation  exceeds 150 percent of the dollar  limitation  under  Section
     415(c)(1)(A)  of the Code,  an owner (or  considered an owner under Section
     318 of the Code) of one of the ten largest interests in the Company if such
     individual's  Compensation exceeds 100 percent of such dollar limitation, a
     5-percent owner of the Company, or a 1-percent owner of the Company who has
     an annual Compensation of more than $150,000.  The determination  period is
     the Plan Year  containing the  determination  date and the 4 preceding Plan
     Years.

          The  determination of who is a key employee will be made in accordance
     with Section 416(i)(1) of the Code and the regulations thereunder.

               (b) permissive  aggregation:  The required  aggregation  group of
          plans  plus  any  other  plan or  plans  of the  Company  which,  when
          considered  as a group  with the  required  aggregation  group,  would
          continue to satisfy the requirements of Sections  401(a)(4) and 410 of
          the Code.

               (c) required  aggregation  group:  (1) Each qualified plan of the
          Company in which at least one key employee  participates,  and (2) any
          other  qualified plan of the Company which enables a plan described in
          (1) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

               (d) determination date: The last day of the preceding Plan Year.

               (e) valuation date: The last day of the preceding Plan Year.

               (f) present value: For purposes of establishing  present value to
          compute the top-heavy  ratio, any benefit shall be discounted only for
          mortality  and  interest  based  on the  following  factors:  interest
          factor:
                        5% mortality factor:
                        UP-1984 mortality table

               (g) non-key  employee:  Any Employee (and any  beneficiary  of an
          Employee) who is not a key employee.

     14.5  Combined  Plan  Limitations.  In any Plan  Year in which  the Plan is
top-heavy,  the  factors of 125 percent in Sections  12.1(d)(5)  and  12.1(d)(6)
shall be changed to 100 percent.

     14.6  Determination  of  Top  Heavy  Status.  Solely  for  the  purpose  of
determining  if the Plan (or any other plan  included in a required  aggregation
group  which the Plan is a part) is top heavy  within  the  meaning  of  Section
416(g) of the Code, the accrued benefit of an Employee other than a key employee
(within the meaning of Section  416(i)(1) of the Code) shall be determined under
the method,  if any, that uniformly applies for accrual purposes under all plans
maintained by affiliated  companies,  or, if there is no such method, as if such
benefit  accrued not more rapidly than the slowest  accrual rate permitted under
the fractional accrual rule of Section 411(b)(1)(C) of the Code.

                                   ARTICLE 15.

                     Limitations on Contributions/Correction
                      or Return of Excess Deferrals, Excess
                Contributions, and Excess Aggregate Contributions

     15.1  Definitions.  For  purposes  of this  Article 15, the terms set forth
below shall have the following meanings:

          (a) "Actual Contribution  Percentage" and "ACP" shall mean for a group
     of Employees for a Plan Year the average of the Actual  Contribution Ratios
     of the  Employees in the group for the Plan Year  calculated to the nearest
     one-hundredth of a percentage point.

          (b) "Actual  Contribution Ratio" and "ACR" shall mean the ratio of (i)
     to (ii), where (i) is the sum of an Employee's  Employee  Contributions and
     Matching  Contributions  for a Plan  Year,  plus  any  QNECs  and  Elective
     Contributions treated as Matching Contributions for the Plan Year, and (ii)
     is the  Employee's  Compensation  taken into account for the Plan Year. The
     determination of an Employee's Actual  Contribution  Ratio shall be made in
     accordance   with  the   applicable   provisions  of  IRS   Regulation  ss.
     1.401(m)-1(f)(1)(ii).

          (c) "Actual  Deferral  Percentage" and "ADP" shall mean for a group of
     Employees for a Plan Year the average of the Actual  Deferral Ratios of the
     Employees  in the  group  for  the  Plan  Year  calculated  to the  nearest
     one-hundredth of a percentage point.

          (d) "Actual  Deferral  Ratio" and "ADR" shall mean the ratio of (i) to
     (ii),  where (i) is the sum of the Employee's  Elective  Contributions  and
     amounts  treated as Elective  Contributions  for the Plan Year, and (ii) is
     the  Employee's  Compensation  taken into account for the Plan Year.  If an
     Eligible  Employee makes no Elective  Contributions for a Plan Year, and no
     QMACs or QNECs are taken into  account with  respect to the  Employee,  the
     Actual Deferral Ratio for the Employee shall be zero. The  determination of
     an Employee's  Actual  Deferral Ratio shall be made in accordance  with the
     applicable provisions of IRS Regulation ss. 1.401(k)-1(g)(1)(ii).

          (e)  "Compensation"  shall  mean  compensation  as  defined in Section
     414(s) of the Code. The period used to determine an Employee's Compensation
     for a Plan Year shall be the Plan Year.  The  Company  may limit the period
     taken into  account to determine  Compensation  to that portion of the Plan
     Year in which an Employee  was an  Eligible  Employee,  provided  that this
     limit is applied uniformly to all Eligible Employees under the Plan for the
     Plan Year.  As  required  by  Section  401(a)(17)  of the Code,  the annual
     Compensation  of each  Employee  taken into account  under the Plan for any
     Plan Year shall not exceed  $170,000,  as  adjusted  between the ADP/ACP of
     Highly  Compensated  Employees  and the ADP/ACP of  non-Highly  Compensated
     Employees by the  Secretary  of the Treasury for cost of living  factors at
     the same time and in the same manner as under  Section  415(d) of the Code.
     The foregoing  notwithstanding,  Compensation used to calculate the ADP and
     ACP shall be that  definition of  compensation  under Section 414(s) of the
     Code that  results in the least  difference  between  the ADP/ACP of Highly
     Compensated Employees and the ADP/ACP of non-Highly Compensated Employees.

          (f) "Elective Contributions" shall mean Employee Pre-tax Contributions
     made to the Plan pursuant to Section 5.1.

          (g) "Eligible  Employee"  shall mean with respect to the ADP test each
     Employee who is directly or indirectly  eligible to make  Employee  Pre-tax
     Contributions  to the  Plan  for all or a  portion  of the  Plan  Year.  An
     Employee who would be eligible to make Employee  Pre-tax  Contributions  to
     the Plan but for a suspension due to a distribution  from the Plan, a loan,
     or an election not to  participate in the Plan by making  Employee  Pre-tax
     Contributions  shall be treated as an Eligible Employee for purposes of the
     ADP test for a Plan Year even  though the  Employee  may not make  Employee
     Pre-tax Contributions by reason of such suspension.

          "Eligible  Employee"  shall mean,  with respect to the ACP test,  each
     Employee who is directly or indirectly  eligible to make  Employee  Savings
     Contributions  to the  Plan  for a Plan  Year.  An  Employee  who  would be
     eligible  to make  Employee  Savings  Contributions  to the  Plan but for a
     suspension due to a distribution  from the Plan, a loan, or an election not
     to  participate  in the Plan shall be treated as an Eligible  Employee  for
     purposes of the ACP test for a Plan Year even though the  Employee  may not
     or  does  not  make  Employee  Savings  Contributions  by  reason  of  such
     suspension or election not to participate.

          (h)  "Employee"  shall mean an individual as defined in Section 2.1(n)
     of the Plan, as well as any other individual who performs  services for the
     Employer as a common law employee,  or as a leased  employee who is treated
     as an employee of the  employer-recipient  pursuant  to the  provisions  of
     Section  414(n)(2) or Section 414(o)(2) of the Code, other than individuals
     who are excluded by reason of Section 414(n)(5).

          (i)   "Employee   Contributions"   shall   mean   Employee   After-tax
     Contributions made by a Participant to the Plan.

          (j) "Employer" shall mean the Company and those employers  required to
     be aggregated  with the Company under Section  414(b),  (c), (m), or (o) of
     the Code.

          (k) "Excess Aggregate  Contributions"  shall mean, with respect to any
     Plan Year, the excess of the aggregate amount of Employee Contributions and
     Matching  Contributions (and any QNECs or Elective Contributions taken into
     account in computing the ACP) actually made on behalf of Highly Compensated
     Employees  for the Plan  Year,  over the  maximum  amount of  contributions
     permitted  under the  limitations of Section  401(m)(2)(A) of the Code. The
     amount  of  Excess  Aggregate  Contributions  for each  Highly  Compensated
     Employee  shall be  determined  by using the leveling  method  described in
     paragraph 15.3(e) of this Article 15.

          (l) "Excess  Contributions"  shall mean,  with respect to a Plan Year,
     the excess of the Elective  Contributions,  including  QNECs and QMACs that
     are  treated  as  Elective  Contributions,  on  behalf of  eligible  Highly
     Compensated  Employees  for the Plan Year,  over the maximum  amount of the
     contributions  permitted  under the limitations set forth in IRS Regulation
     ss. 1.401(k)-(1)(b)(2).  The amount of Excess Contributions for each Highly
     Compensated  Employee  shall be  determined  by using the  leveling  method
     described in paragraph 15.2(d) of this Article 15.

          (m)  "Excess  Deferrals"  shall  mean the amount of  Employee  Pre-tax
     Contributions  during  any Plan Year  which  exceed  the limit set forth in
     Section  402(g)(1) of the Code,  as such dollar limit is adjusted each year
     by cost of living factors prescribed by the Secretary of the Treasury.

          (n) "Highly Compensated Employee" shall mean any Employee who was a 5%
     owner (as defined in Section  416(i)(1) of the Code) at any time during the
     current Plan Year or the preceding  Plan Year,  or for the  preceding  Plan
     Year  received  compensation  from the  Employer  in excess of $80,000  (as
     adjusted  pursuant  to  Section  415(d) of the Code) and,  if the  Employer
     elects for such preceding Plan Year, was in the top-paid group of Employees
     for such  preceding  Plan Year.  An  Employee is in the  top-paid  group of
     employees for any Plan Year if such Employee is in the group  consisting of
     the top 20% of the Employees when ranked on the basis of compensation  paid
     during such Plan Year.

          (o)   "Matching    Contributions"    shall   mean   Company   Matching
     Contributions.

          (p) "Nonelective  Contributions" shall mean Employer  contributions to
     the Plan  (other  than  Matching  Contributions)  with  respect to which an
     Employee  may not elect to have the  contribution  paid to the  Employee in
     cash or other benefits instead of being contributed to the Plan.

          (q) "Qualified Matching Contributions" and "QMACs" shall mean Matching
     Contributions  that satisfy the 100% vesting  requirements and the required
     distribution   rules  of  IRS  Regulation  ss.ss.   1.401(k)-1(c)  and  (d)
     respectively.

          r)  "Qualified  Nonelective  Contributions"  and  "QNECs"  shall  mean
     Employer  contributions to the Plan, other than Elective  Contributions and
     Matching Contributions,  that satisfy the 100% vesting requirements and the
     required distribution rules of IRS Regulation ss.ss.  1.401(k)-1(c) and (d)
     respectively.

     15.2 ADP Test.

          (a) General  Test.  The Plan must satisfy each Plan year the following
     described ADP test:

               (i)  The  ADP  for  the  group  of  eligible  Highly  Compensated
          Employees for the Plan Year may not be more than the ADP for the group
          of all other Eligible Employees for the preceding Plan Year multiplied
          by 1.25, or

               (ii)  The  excess  of the ADP for the  group of  eligible  Highly
          Compensated  Employees for the Plan Year over the ADP for the group of
          all other  Eligible  Employees for the preceding  Plan Year may not be
          more than 2 percentage  points,  and the ADP for the group of eligible
          Highly  Compensated  Employees  for the Plan Year may not be more than
          the  ADP  for  the  group  of all  other  Eligible  Employees  for the
          preceding  Plan Year  multiplied by 2. The Plan may apply the rules in
          this  paragraph  (a) on the  basis of the Plan  Year  rather  than the
          preceding  Plan Year if the Employer so elects,  provided that if such
          election  is made it may not be  changed  except  as  provided  by the
          Secretary of the Treasury.

          (b) QNECs and QMACs Taken Into  Account  for ADP Test.  All or part of
     any QNECs and QMACs made with respect to any Eligible  Employees  under the
     Plan may be treated as Elective  Contributions  under the Plan for purposes
     of the ADP  test  provided  that the  requirements  of IRS  Regulation  ss.
     1.401(k)-1(b)(5) are satisfied.

          (c)  Limitations on Elective  Contributions.  The Employer may, at any
     time  during  the Plan  Year,  suspend  or reduce  the  amount of  Elective
     Contributions  to the Plan with respect to any  Participant if the Employer
     determines  that such suspension or reduction is necessary to cause the ADP
     test to be satisfied.

          (d)  Correction  of Excess  Contributions.  In  addition  to  limiting
     Employee Elective Contributions under paragraph (c) above, the Employer may
     use any  combination  of the  following  steps to avoid or  correct  Excess
     Contributions so that the ADP test will be satisfied.

               (i) QNECs/QMACs. The Employer may make QNECs or QMACs to the Plan
          which,  in combination  with Elective  Contributions,  satisfy the ADP
          test.

               (ii)    Recharacterization.    Excess    Contributions   may   be
          recharacterized   in   accordance   with   paragraph   (f)(3)  of  IRS
          Regulationss.1.401(k)-1.

               (iii) Return of Excess  Contributions.  Excess Contributions (and
          income allocable thereto) may be distributed under paragraph (f) below
          in accordance with paragraph (f)(4) of IRS Regulation ss. 1.401(k)-1.

          (e) Amount of Excess  Contributions/  Leveling  Method.  The amount of
     Excess  Contributions for a Highly Compensated  Employee for a Plan Year is
     the amount (if any) by which the Employee's Elective  Contributions must be
     reduced  under the  below-described  leveling  method until the ADP test is
     satisfied.  The  dollar  amount of  Elective  Contributions  by the  Highly
     Compensated   Employee   with  the  highest   dollar   amount  of  Elective
     Contributions  shall be reduced by the dollar  amount  required to meet the
     ADP test or to cause such Employee's  Elective  Contributions  to equal the
     Elective  Contributions  of the Highly  Compensated  Employee with the next
     highest  dollar amount of Elective  Contributions.  This  leveling  process
     shall then be repeated until the ADP test is satisfied.

          (f)  Corrective   Distributions   of  Excess   Contributions.   Excess
     Contributions  (plus income allocable to such Excess  Contributions)  for a
     Plan Year may be distributed to the Highly  Compensated  Employees on whose
     behalf  such Excess  Contributions  were made no later than March 15 of the
     following  Plan  Year.  Income  for  the  Plan  Year  allocable  to  Excess
     Contributions  shall be  determined  under the method  used by the Plan for
     allocating Plan income to Participant accounts,  provided that "gap period"
     income,  if any,  for the period  between  the end of the Plan Year and the
     date of distribution shall not be distributed.

          (g) Nondiscrimination  Testing for ESOP and non-ESOP portions of Plan.
     To the extent required by the Code and the regulations thereunder, the ESOP
     component of the Plan  consisting  of the SureWest  Communications  Company
     Stock Fund shall be tested  separately from the remaining  component of the
     Plan

     15.3 ACP Test.

          (a) General  Test.  The Plan must satisfy each Plan Year the following
     described ACP test:

               (i)  The  ACP  for  the  group  of  eligible  Highly  Compensated
          Employees for the Plan Year may not be more than the ACP for the group
          of all other Eligible Employees for the preceding Plan Year multiplied
          by 1.25, or

               (ii)  The  excess  of the ACP for the  group of  eligible  Highly
          Compensated  Employees for the Plan Year over the ACP for the group of
          all other  Eligible  Employees for the preceding  Plan Year may not be
          more than 2 percentage  points,  and the ACP for the group of eligible
          Highly  Compensated  Employees  for the Plan Year may not be more than
          the  ACP  for  the  group  of all  other  Eligible  Employees  for the
          preceding  Plan Year  multiplied by 2. The Plan may apply the rules in
          this  paragraph  (a) on the  basis of the Plan  Year  rather  than the
          preceding  Plan Year if the Employer so elects,  provided that if such
          election  is made it may not be  changed  except  as  provided  by the
          Secretary of the Treasury.

          (b) Matching Contributions, QNECs and QMACs Taken Into Account for ACP
     Test.  All of part of any QNECs and QMACs made with respect to any Eligible
     Employees under the Plan may be treated as Elective Contributions under the
     Plan for purposes of the ACP test  provided  that the  requirements  of IRS
     Regulation ss. 1.401(m)-1(b)(5) are satisfied. A Matching Contribution that
     is treated as an Elective  Contribution  for purposes of the ADP test shall
     not be taken into account for purposes of the ACP test.

          (c)  Limitations on Employee  Contributions.  The Employer may, at any
     time  during  the Plan  Year,  suspend  or reduce  the  amount of  Employee
     Contributions  to the Plan with respect to any  Participant if the Employer
     determines  that such suspension or reduction is necessary to cause the ACP
     test to be  satisfied.  The  Employer  may also  suspend or reduce  Company
     Matching  Contributions in respect of any Employee  Contributions which are
     thus suspended or reduced.

          (d)  Correction  of Excess  Aggregate  Contributions.  In  addition to
     limiting Employee Contributions under paragraph (c) above, the Employer may
     use any  combination  of the  following  steps to avoid or  correct  Excess
     Aggregate Contributions so that the ACP test will be satisfied.

               (i) QNECs and Elective Contributions. The Employer may make QNECs
          or Elective  Contributions  to the Plan  which,  in  combination  with
          Employee  Contributions  and Matching  Contributions,  satisfy the ACP
          test.

               (ii) Return of Excess Aggregate  Contributions.  Excess Aggregate
          Contributions  (and income allocable thereto) may be distributed under
          paragraph  (f)  below  in  accordance  with  paragraph  (e)(3)  of IRS
          Regulation ss. 1.401(m)-1.

          (e) Amount of Excess Aggregate  Contributions/  Leveling  Method.  The
     amount of Excess Aggregate  Contributions for a Highly Compensated Employee
     for a Plan Year is the  amount  (if any) by which the  Employee's  Employee
     Contributions  and  Matching   Contributions  must  be  reduced  under  the
     below-described leveling method until the ACP test is satisfied. The dollar
     amount of Employee  Contributions by the Highly  Compensated  Employee with
     the highest dollar amount of Employee Contributions shall be reduced by the
     dollar  amount  required  to meet the ACP test or to cause such  Employee's
     Employee  Contributions  to equal the Employee  Contributions of the Highly
     Compensated  Employee  with the next  highest  dollar  amount  of  Employee
     Contributions.  This leveling  process shall then be repeated until the ACP
     test is satisfied.

          (f)  Corrective  Distributions  of Excess  Aggregate  Contributions  .
     Excess  Aggregate  Contributions  (plus  income  allocable  to such  Excess
     Aggregate  Contributions)  for a Plan Year may be distributed to the Highly
     Compensated  Employees on whose behalf such Excess Aggregate  Contributions
     were made no later than March 15 of the following Plan Year. Income for the
     Plan Year allocable to Excess Aggregate  Contributions  shall be determined
     under the method used by the Plan for allocating Plan income to Participant
     accounts, provided that "gap period" income, if any, for the period between
     the  end of the  Plan  Year  and  the  date of  distribution  shall  not be
     distributed.

          (g) Aggregation  Rules.  For purposes of determining  whether the Plan
     satisfies the ACP test,  all employee and matching  contributions  that are
     made under two or more plans that are  aggregated  for  purposes of Section
     401(a)(4) and 410(b) of the Code (other than Section 410(b)(2)(A) (ii)) are
     to be  treated  as made  under a  single  plan.  If two or more  plans  are
     permissibly  aggregated  for  purposes of Section  401(m) of the Code,  the
     aggregated  plans must also satisfy  Sections  401(a)(4)  and 410(b) of the
     Code as though they were a single plan. In calculating the ACP for purposes
     of Section  401(m) of the Code,  the ACR of a highly  compensated  employee
     will be determined  by treating all plans  subject to Section  401(m) under
     which the highly  compensated  employee is eligible  (other than those that
     may not be permissibly aggregated) as a single plan.

          (h) Nondiscrimination  Testing for ESOP and non-ESOP portions of Plan.
     To the extent required by the Code and the regulations thereunder, the ESOP
     component of the Plan,  consisting of the SureWest  Communications  Company
     Stock Fund shall be tested separately form the remaining  components of the
     Plan.

     15.4  Return of  Excess  Deferrals.  If during  any Plan Year more than the
maximum  permissible  dollar  amount under  Section 5.1 of the Plan (and Section
402(g) of the Code) is allocated to a Participant's  Employee Pre-tax Account as
an Employee Pre-tax  Contribution,  the amount of such excess deferral (plus any
income  allocable to such excess deferral) shall be returned to such Participant
no later  then  April 15 of the Plan Year  following  the Plan Year in which the
excess  deferral  was made.  Income  for the Plan Year  allocable  to the excess
deferral  shall be determined  under the method used by the Plan for  allocating
income to Participant Accounts.

     15.5 Multiple Use Test (For Plan Years prior to January 1, 2002).

          (a)  Application of Multiple Use  Limitation.  The limitations of this
     Section 15.5 apply if multiple use of the alternate  limitation takes place
     in  connection  with  satisfaction  of the  ADP  and ACP  tests  set  forth
     respectively  in Sections 15.2 and 15.3. For purposes of this Section 15.5,
     the alternate  limitation means the 200% or 2 percentage  points limits set
     forth in Section  15.2(a)(ii)  under the ADP test and  Section  15.3(a)(ii)
     under the ACP test.

     Multiple  use of the  alternate  limitation  occurs  in a Plan  Year if the
following four conditions are satisfied:

          (1) One or more  Highly  Compensated  Employees  of the  Employer  are
     Eligible  Employees  in  both a cash or  deferred  arrangement  subject  to
     Section  401(k) of the Code  (i.e.,  such  Employees  are  eligible to make
     Elective  Contributions  to  the  Plan)  and in a  plan  maintained  by the
     Employer  subject to Section  401(m) of the Code (i.e.,  such Employees are
     eligible to receive  Matching  Contributions  in respect of their  Elective
     Contributions under the Plan).

          (2)  The  ADP of the  entire  group  of  eligible  Highly  Compensated
     Employees  exceeds the amount described in Section  401(k)(3)(A)(ii)(I)  of
     the Code (the 1.25 test).

          (3)  The  ACP of the  entire  group  of  eligible  Highly  Compensated
     Employees  exceeds the amount described in Section  401(m)(2)(A)(i)  of the
     Code (the 1.25 test).

          (4)  The  sum  of the  ADP of the  entire  group  of  eligible  Highly
     Compensated  Employees  and the ACP of the entire group of eligible  Highly
     Compensated  Employees exceeds the aggregate limit (defined in subparagraph
     (b) below).

          (b) Aggregated  Limit  Definition.  For purposes of this Section 15.5,
     "aggregate limit" is the greater of (A) or (B), where

               (A) equals  the sum of (i) 1.25  times the  greater of the ADP of
          the group of eligible non-Highly  Compensated  Employees or the ACP of
          the group of  eligible  non-Highly  Compensated  Employees  and (ii) 2
          percentage  points plus the lesser of the ADP of the group of eligible
          non-Highly  Compensated  Employees or the ACP of the group of eligible
          non-Highly Compensated Employees, and where

               (B) equals the sum of (i) 1.25 times the lesser of the ADP of the
          group of eligible non-Highly  Compensated  Employees or the ACP of the
          group  of  eligible  non-Highly   Compensated  Employees  and  (ii)  2
          percentage points plus the greater of the ADP of the group of eligible
          non-Highly  Compensated  Employees or the ACP of the group of eligible
          non-Highly Compensated Employees.

          In no event may the amount in (A)  exceed  twice the lesser of the ADP
     for  eligible  non-Highly  Compensated  Employees  or the ACP for  eligible
     non-Highly Compensated Employees.  In no event may the amount in (B) exceed
     twice the greater of the ADP for eligible non-Highly  Compensated Employees
     or the ACP for eligible non-Highly Compensated Employees.

          (c)  Correction  of Multiple  Use. If  multiple  use of the  alternate
     limitation  occurs,  it must be  corrected  by the  making  of  QNECs or by
     reducing the ADP or ACP of Highly Compensated  Employees under the leveling
     method set forth respectively in Sections 15.2(e) and 15.3(e) above so that
     there is no multiple  use of the  alternate  limitation.  The  Employer may
     elect  to  reduce  the ADP or the ACP  either  for all  Highly  Compensated
     Employees or only for those Highly  Compensated  Employees who are eligible
     to  participate  in both the Section  401(k)  arrangement  and in the plans
     subject to Section 401(m) of the Code.

                                   ARTICLE 16.

                          Veterans' Reemployment Rights

     16.1 USERRA Reemployment Rights. If an Employee is entitled to the benefits
of the  Uniformed  Services  Employment  and  Reemployment  Rights  Act of  1994
("USERRA") with respect to elective deferrals under this Plan, such Employee may
make  additional  elective  deferrals  under this Plan  during the period  which
begins on the date of the reemployment of such Employee with the Company and has
the same  length as the lesser of (i) the  product of three (3) times the period
of qualified  military  service which  resulted in such rights and (ii) five (5)
years.

     16.2 Amount of Elective  Deferral.  The maximum amount of elective deferral
under Section 16.1 is the maximum amount of Employee Pre-tax  Contributions  and
Employee After-tax  Contributions that the Employee would have been permitted to
make under the Plan in accordance  with the  limitations  of Section 16.1 during
the period of qualified  military  service if the  Employee had  continued to be
employed by the Company  during such period and had  received  compensation  (as
determined under the provisions of Section 16.3 below).

     16.3  Compensation  Defined.  For purposes of the rule in Section  16.2, an
Employee  in  qualified   military   service   shall  be  treated  as  receiving
compensation  from the Company during such period of qualified  military service
equal to

          (a) the  compensation  the Employee  would have  received  during such
     period if the Employee were not in qualified  military  service  determined
     based on the rate of pay the Employee  would have received from the Company
     but for absence during the period of qualified military service, or

          (b) if the  compensation  the Employee would have received during such
     period is not reasonably certain,  the Employee's average compensation from
     the Company during the 12-month period immediately  preceding the qualified
     military  service  (or, if shorter,  the period of  employment  immediately
     preceding the qualified military service).

     16.4  Qualified  Military  Service.   For  purposes  of  this  Article  16,
"qualified  military  service" shall mean any service in the uniformed  services
(as  defined in USERRA) by any  individual  if such  individual  is  entitled to
reemployment rights under USERRA with respect to such service.

     16.5 Retroactive Adjustments Not Required. Nothing in this Article 16 shall
require  any   crediting  of  earnings  to  an  Employee  with  respect  to  any
contribution  before  such  contribution  is  actually  made to the  Plan or any
allocation of any  forfeiture  with respect to the period of qualified  military
service.

     16.6 Service  Crediting Rules. An individual  reemployed under the rules in
USERRA  shall not be  treated as having  incurred  a break in  service  with the
Company by reason of such  individual's  period of qualified  military  service.
Each period of qualified  military service served by an individual  shall,  upon
reemployment  under  USERRA,  be deemed to  constitute  "Service"  under Section
2.1(cc) of this Plan for purposes of determining  the  nonforfeitability  of the
individual's benefits under this Plan.

                                   ARTICLE 17.

                              Leveraging Provisions

     17.1  Purpose.  The Plan is designed  to be  available  as a  technique  of
corporate finance to the Company.  Accordingly,  it may be used to receive loans
(or other  extensions of credit) to finance the  acquisition  of Company  common
stock ("Acquisition Loans") with such loans to be repaid by contributions to the
Trust and dividends  received on such Company  common stock.  The  provisions of
this Section 17 shall become applicable if the Plan incurs an Acquisition Loan.

     17.2  Acquisition  Loans.  The  Committee  may direct the  Trustee to incur
Acquisition Loans from time to time to finance the acquisition of Company common
stock ("Financed  Shares") or to repay a prior  Acquisition Loan. An installment
obligation  incurred in  connection  with the  purchase of Company  common stock
shall be treated as an  Acquisition  Loan.  An  Acquisition  Loan shall be for a
specific term, shall bear a reasonable rate of interest and shall not be payable
on demand except in the event of default.  An Acquisition Loan may be secured by
a pledge of the Financed  Shares so acquired (or acquired with the proceeds of a
prior Acquisition Loan which is being refinanced).  No other Trust Assets may be
pledged as collateral for an Acquisition Loan, and no lender shall have recourse
against the Trust  Assets other than any Financed  Shares  remaining  subject to
pledge. Any pledge of Financed Shares must provide for the release of the shares
so pledged as payments on the Acquisition  Loan are made by the Trustee and such
Financed Shares are allocated to  Participants'  Accounts under Section 17.4. If
the lender is a party in interest (as defined in ERISA),  the  Acquisition  Loan
must  provide for a transfer of Trust  Assets to the lender on default only upon
and to the extent of the  failure of the Trust to meet the  payment  schedule of
the Acquisition Loan.

     17.3  Acquisition  Loan Payments.  Payments of principal and/or interest on
any Acquisition Loan shall be made by the Trustee (as directed by the Committee)
only  from  contributions  paid  in cash to  enable  the  Trust  to  repay  such
Acquisition Loan, from earnings  attributable to such contributions and from any
cash dividends  received by the Trust on shares of Company common stock (whether
allocated or unallocated)  acquired with the proceeds of that Acquisition  Loan;
and the payments made with respect to an  Acquisition  Loan for a Plan Year must
not exceed the sum of such  contributions,  earnings and dividends for that Plan
Year (and prior Plan  Years),  less the amount of such  payments  for prior Plan
Years.  If the  Company  is the lender  with  respect  to an  Acquisition  Loan,
contributions may be paid in the form of cancellation of indebtedness  under the
Acquisition  Loan.  If  the  Company  is  not  the  lender  with  respect  to an
Acquisition Loan, the Company may elect to make payments on the Acquisition Loan
directly  to  the  lender  and  to  treat  such  payments  as  Company  Matching
Contributions.

     Notwithstanding  the other  provisions of this Section 17.3,  the Committee
may  direct  the  Trustee  to apply the  proceeds  from the sale of  unallocated
Financed Shares to repay the Acquisition  Loan (incurred to finance the purchase
of  such  Financed  Shares)  in the  event  of the  sale of the  Company  or the
termination of the Plan or if the Plan ceases to be an employee stock  ownership
plan under  Section  4975(e)(7)  of the Code.  If the  Trustee is unable to make
payments of  principal  and/or  interest on an  Acquisition  Loan when due,  the
Committee  (with the approval of the Board of Directors)  may direct the Trustee
either  to sell  any  Financed  Shares  that  have  not yet  been  allocated  to
Participants'  Accounts  or  to  obtain  a new  Acquisition  Loan  in an  amount
sufficient to make such payments.

     17.4  Allocation of Financed  Shares.  Any Financed  Shares acquired by the
Trust  shall  initially  be credited to a "Loan  Suspense  Account"  and will be
allocated to the Accounts of  Participants  only as payments on the  Acquisition
Loan are made by the Trustee.  The number of Financed Shares to be released from
the Loan Suspense Account for allocation to Participants' Accounts for each Plan
Year shall be determined by the Committee as follows:

          (a)  Principal/Interest  Method. The number of Financed Shares held in
     the Loan Suspense  Account  immediately  before the release for the current
     Plan Year shall be multiplied by a fraction.  The numerator of the fraction
     shall be the amount of principal  and/or  interest paid on the  Acquisition
     Loan for that Plan Year.  The  denominator of the fraction shall be the sum
     of the numerator  plus the total payments of principal and interest on that
     Acquisition  Loan projected to be paid for all future Plan Years.  For this
     purpose, the interest to be paid in future years is to be computed by using
     the interest rate in effect as of the current Anniversary Date.

          (b)  Principal  Only  Method.The  Committee  may  elect  (as  to  each
     Acquisition Loan) or the provisions of the Acquisition Loan may provide for
     the release of Financed Shares from the Loan Suspense  Account based solely
     on the ratio that the payments of principal  for each Plan Year bear to the
     total  principal  amount of the  Acquisition  Loan. This method may be used
     only to the extent  that:  (A) the  Acquisition  Loan  provides  for annual
     payments of principal  and  interest at a cumulative  rate that is not less
     rapid at any time than level annual  payments of such amounts for 10 years;
     (B) interest included in any payment on the Acquisition Loan is disregarded
     only to the  extent  that it  would  be  determined  to be  interest  under
     standard  loan  amortization  tables;  and (C) the entire  duration  of the
     Acquisition  Loan  repayment  period does not exceed 10 years,  even in the
     event of a renewal, extension or refinancing of the Acquisition Loan.

     In each Plan Year in which Trust Assets are applied to make  payments on an
Acquisition Loan, the Financed Shares released from the Loan Suspense Account in
accordance with the provisions of this Section 17.4 shall be allocated among the
Accounts of Participants in the manner determined by the Committee.

     17.5 Net  Income  (or Loss) and  Dividends.  The  determination  of the net
income (or loss) of the Trust shall not take into account any  interest  paid by
the Trust under an Acquisition Loan. Any cash dividends received on any Financed
Shares  credited  to  the  Loan  Suspense  Account  shall  be  included  in  the
computation  of the net  income  (or loss) of the  Trust.  Any  stock  dividends
received on Company common stock in the Loan Suspense  Account shall be credited
to the Loan  Suspense  Account.  The Committee  shall keep  separate  records of
Financed Shares and of Company contributions (and any earnings thereon) made for
the purpose of enabling the Trust to repay any Acquisition Loan.

     17.6  Allocation  Limitations  - Annual  Additions.  Any  Company  Matching
Contributions  which  are  used by the  Trust  (not  later  than  the due  date,
including  extensions,  for filing the Company's  federal  income tax return for
that Plan Year) to pay interest on an Acquisition  Loan, and any Financed Shares
which are allocated as  Forfeitures,  shall not be included as Annual  Additions
under Section 12.1(d)(2) of the Plan; provided,  however, that the provisions of
this  Section 17.6 shall be  applicable  for any Plan Year only if not more than
one-third of the Company Matching  Contributions applied to pay principal and/or
interest on an  Acquisition  Loan are allocated to  Participants  who are Highly
Compensated  Employees  as  defined  in  Section  414(q)  of the  Code;  and the
Committee may reallocate  Company Matching  Contributions to the extent it deems
it to be appropriate to satisfy this special rule.

     17.7  Distributions.  If a  Participant's  plan benefit  includes  Financed
Shares,  such shares shall not be deemed to be a part of his Plan benefit  until
the  anniversary  date of the Plan Year in which the  Acquisition  Loan has been
fully repaid,  and all  Acquisition  Loans incurred in connection  with a single
acquisition of Company common stock shall be treated as one Acquisition Loan.

     17.8  Default.  In the event of default upon an exempt  loan,  the value of
Plan assets  transferred in  satisfaction of the loan must not exceed the amount
of  default.  If the lender is a  "disqualified  person"  (as defined in Section
4975(e)(2)  of the Code),  the loan must  provide  for a transfer of Plan assets
upon  default only upon and to the extent of the failure of the Plan to meet the
payment  schedule  of the loan.  For  purposes of this  clause,  the making of a
guarantee does not make a person a lender.

     IN WITNESS WHEREOF, the Company has executed this amended and restated Plan
on this ___ day of _________________________, 2002, to be effective as of May 1,
2002.

                                       SUREWEST COMMUNICATIONS

                                       By: ____________________________________
                                                Brian H. Strom, President and
                                                Chief Executive Officer

                                       By: ____________________________________
                                                         Secretary
EXHIBIT 5.2

                                 April 29, 2002

SureWest Communications
200 Vernon Street
Roseville, CA 95678

         Re:      Registration Statement as Form S-8/SureWest KSOP

Ladies and Gentlemen:

     We have  examined the  proceedings  taken and the  instruments  executed in
connection  with  the  organization  and  present   capitalization  of  SureWest
Communications  (the "Company") in connection with the proposed  issuance of not
in excess of  1,000,000  shares of the  Company's  Common  Stock (the  "Shares")
pursuant  to the terms of the  SureWest  KSOP (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  opinion  that  the
1,000,000  Shares to be issued by the  Company  pursuant to the Plan are validly
authorized  shares of Common  Stock  and,  when  issued in  accordance  with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.

     You are further  advised  that we consent to the use of this  opinion as an
exhibit to the above-mentioned  Registration  Statement. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Securities Act of 1933, as amended,  or the rules and  regulations of the
Securities and Exchange  Commission issued thereunder,  with respect to any part
of  the  Registration  Statement,  including  this  opinion  as  an  exhibit  or
otherwise.

                                               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 SureWest KSOP of our report dated February 8, 2002, with
respect to the consolidated financial statements of SureWest Communications
included in its Annual Report (Form 10-K) for the year ended December 31, 2001,
filed with the Securities and Exchange Commission.

                                                     /s/ Ernst & Young LLP
Sacramento, California
April 26, 2002
EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of SureWest Communications, formerly known as 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, appearing in the Company's Annual Report on Form 10-K for the year
ended December 21, 2001.

                                                    /s/ Deloitte & Touche

San Francisco, California
April 26 , 2002
EXHIBIT 23.3

                               CONSENT OF COUNSEL

Contained with the opinion filed as Exhibit 5.2 hereto and incorporated herein
by reference.
EXHIBIT 24.1

                                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  SureWest  KSOP,  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.
Signature                                     Title                  Date
/s/ Thomas E. Doyle                          Director            April 24, 2002
--------------------------------------
Thomas E. Doyle

/s/ Brian H. Strom                           Director            April 24, 2002
--------------------------------------
Brian H. Strom

/s/ John R. Roberts III                      Director            April 24, 2002
--------------------------------------
John R. Roberts III

/s/ Chris L. Branscum                        Director            April 24, 2002
--------------------------------------
Chris L. Branscum

/s/ Neil J. Doerhoff                         Director            April 24, 2002
--------------------------------------
Neil J. Doerhoff

/s/ Kirk C. Doyle                            Director            April 24, 2002
--------------------------------------
Kirk C. Doyle

/s/ Timothy D. Taron                         Director            April 24, 2002
--------------------------------------
Timothy D. Taron