RURAL CELLULAR CORPORATION

Acquisition of New England Rural Cellular Companies

to add four states, over 70,000 customers and 1.2 million POPs to RCC cellular

RCC is dedicated to being a provider of sophisticated wireless services to rural areas, and the planned acquisition of Atlantic Cellular and Western Maine Cellular are giant steps in growing RCC while staying true to that rural strategy. Nevertheless, the service areas are strategically clustered near metropolitan areas with a total population of more than 31 million, and are traversed by interstate highways between these major metropolitan areas.

Rural Cellular will soon be acquiring the licenses and assets of two New England rural cellular companies, Atlantic Cellular Company, headquartered near Burlington, Vermont, and Western Maine Cellular, Inc., a wholly- owned subsidiary of Utilities, Inc. The cellular properties to be acquired from Atlantic Cellular (ACC) include the entire state of Vermont (Rural Service Areas 1 & 2 and the Burlington metropolitan service area), western New Hampshire (RSA 1), the northeastern corner of New York state (RSA 2), and northwestern Massachusetts (RSA 1), as well as their long-distance business. It is a contiguous service area of 21,000 square miles, encompassing about 1.1 million POPs. Western Maine Cellular (WMC) provides cellular service to western Maine (RSA 1). Upon the completion of the two acquisitions, RCC will be managing approximately 2.95 million POPs. And the 68,000 cellular customers in the ACC service area, together with the nearly 3,000 customers of WMC, will bring the Company's customer base to approximately 181,000. The Atlantic Cellular properties possess economic and demographic characteristics similar to RCC Minnesota and RCC Maine, making it an attractive match for the Company. ACC has recorded impressive customer and revenue growth, and consistently strong levels of EBITDA, thanks in part to its distribution system and locally-based customer service, which we believe is second to none in the service area-more reasons why it is a good match for RCC. We believe that Atlantic Cellular is the wireless provider of choice in its markets. The extensive investment in cellular infrastructure gives it a clear competitive advantage in terms of coverage. This is important considering the cellular systems of Atlantic Cellular are within short drive times of New York City, Boston, Montreal, Albany, Hartford and Providence. In addition to the 31 million people who live in these cities and their environs, over 10 million tourists visit these markets each year. The 85 cell sites it operates, more than its competition, enable ACC to provide hand-held cellular coverage in many of the population centers, major tourist locations, as well as on the four interstate highways that link New York City, Boston, Hartford and Montreal. For the same reasons, Atlantic Cellular's service areas generate substantial volumes of high-margin roaming traffic. The nearly 4,000 square-mile service area of Western Maine Cellular strategically links RCC Maine to the ACC service area. The addition of these properties will significantly expand the presence of RCC Cellular in the New England region, and provide some real efficiencies of geographic concentration, and additional leveraging of the Company's core competencies.

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