SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (TIME BASED)

Payment for Shares

No payment is required for the Shares you receive.

Vesting

The Shares vest in installments as shown in the Notice of Grant of Award. Except as otherwise provided in this agreement, you must remain employed through the applicable Full Vest Date.

In addition, the Shares vest in full if any of the following three events or conditions or circumstances occur:

1.

Your service as an Employee terminates because of death or Disability, or

2.

The Company is subject to a Change in Control while you are an Employee of the Company, and there is a Change of Control agreement which vests your rights hereunder, and all conditions and contingencies relating to the vesting have occurred, in which event any acceleration shall be governed and controlled by the terms and conditions of such agreement, or

3.

You voluntarily retire and all the following terms and conditions apply:

a.

You have attained age 55 with five years of service to the Company or have reached age 65, and

b.

You freely and voluntarily retire without coercion or, at the request of the Company, as the Company shall determine in its own discretion, and

c.

The Company, in its sole discretion, determines that on the date of your retirement (1) your performance is satisfactory, (2) you are not in violation of any provision of the Company’s Code of Ethics, (3) that but for your election to retire, the Company would continue your employment until the unvested Shares vested in accordance with the vesting schedule, and (4) the

Company determines, in its sole discretion, that the Company’s financial condition would not be adversely impaired, impacted or affected by vesting the remaining unvested Shares.

The vesting terms under this agreement can also be accelerated partially or in whole by the Compensation Committee at its sole discretion, but accelerated vesting shall not permit any distribution except in compliance with Section 409A.

Shares Restricted

Unvested Shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of any Restricted Shares, except as provided in the next sentence. With the consent of the Committee, you may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. A transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this agreement.

Forfeiture

Except as otherwise provided for or set forth below or elsewhere in this document, if your service as an Employee of the Company terminates for any reason (except as provided in this Restricted Stock Agreement), then your Shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited.

The Company determines in its sole discretion when your service terminates for this purpose.

Stock Issuance

Your Restricted Shares will be issued and held for you by the Company. After Shares have vested, Shares will be released to you.

Voting and Dividend Rights

You have the same voting, dividend and other rights as the Company’s other shareholders.

Withholding Taxes

No Shares will be issued to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of this award or the vesting of the Shares. As determined by the Committee, these arrangements may include withholding Shares that otherwise would be released to you when they vest.

As determined by the Committee, these arrangements may also include surrendering Shares that have been owned by you. The fair market value of the Shares you surrender, determined as of the date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes.

Restrictions on Resale

By signing this agreement, you agree not to sell any Shares at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as you are an Employee of or Consultant to the Company, or for any other waiting or other period following separation from service as may be required by Section 16 of the Exchange Act.

No Retention Rights

Neither your award nor this agreement gives you the right to be employed or retained by the Company or a Subsidiary in any capacity.

Adjustments

As more fully described in the Plan, in the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Shares that remain subject to forfeiture will be adjusted accordingly.

Applicable Law

This agreement will be interpreted and enforced under the laws of the State of California (without regard to choice-of-law provisions).

The Plan and Other Agreements

The text of the Plan is incorporated in this agreement by reference, and shall prevail over any inconsistent provisions herein, except in cases where you have a change of control agreement in which case the agreement shall govern and control vesting, distribution and payment of this Award.

Deference to Committee

The Committee has discretionary authority with respect to the construction and interpretation of this Award.

Notice of Grant of Award and

SureWest Communications

Award Agreement

ID: 68-0365195

8150 Industrial Avenue

Roseville, CA 95678

Name [Insert recipient’s name]

Award Number: [Insert Award Number]

Address [Insert recipient’s address]

Plan:

2000

City, State Zip

ID:

[Insert recipient’s ID number]

Shares

Full Vest

SureWest Communications

Date

EMPLOYEE NAME

Date