EXHIBIT 99.5
                                                                                
                     DAKOTA TELECOMMUNICATIONS GROUP, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN
                              VOTE DIRECTION FORM

THIS VOTE DIRECTION FORM IS BEING FURNISHED TO THE PARTICIPANT LISTED ON THE
REVERSE SIDE PURSUANT TO THE DAKOTA TELECOMMUNICATIONS GROUP, INC. EMPLOYEE
STOCK OWNERSHIP PLAN (THE "PLAN").

          The undersigned participant in the Plan acknowledges receipt of a
Prospectus and Proxy Statement dated ___________, 1999 and submits this Vote
Direction Form to Norwest Bank, N.A. as trustee (the "Trustee"), of the Plan to
direct the voting by the Trustee of the shares of Dakota Telecommunications
Group, Inc. common stock allocated to an account of the participant pursuant to
the Plan at the special meeting of its shareholders to be held on __________,
1999, and at any adjournment thereof.

          IN ORDER TO ASSURE THAT YOUR SHARES ARE VOTED, RETURN THIS CARD NO
LATER THAN ___________, 1999, TO THE TRUSTEE AT _____________.

          PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.  PLEASE SIGN THIS VOTE DIRECTION FORM EXACTLY AS YOUR NAME APPEARS ON
THE MAILING LABEL.

          THE SHARES OF VOTING STOCK OF DAKOTA TELECOMMUNICATIONS GROUP, INC.
ALLOCATED TO YOUR ACCOUNT PURSUANT TO THE PLAN WILL BE VOTED BY THE TRUSTEE AS
DIRECTED.  SHARES WITH RESPECT TO WHICH NO VOTE DIRECTION FORM IS RECEIVED AND
UNALLOCATED ESOP SHARES WILL BE VOTED BY THE TRUSTEE IN ACCORDANCE WITH VOTE
DIRECTIONS RECEIVED FROM THE PLAN'S ADMINISTRATIVE COMMITTEE.

     1.   FOR    AGAINST    ABSTAIN      Proposal to adopt an Agreement and Plan
          ( )    ( )        ( )          of Merger (the "Merger Agreement") and
                                         approve the Merger and other
          (YOUR BOARD OF DIRECTORS       transactions contemplated by the Merger
          RECOMMENDS A VOTE FOR          Agreement as described in the
                            ---
          THIS PROPOSAL)                 Prospectus and Proxy Statement dated 
                                         _________, 1999.

     2.   Proxies designated by the board of directors may be authorized, in
 their discretion, to vote on all other matters that may be presented at the
 meeting.

 Dated ________________, 1999      _____________________________________________
                                   Participant's Signature

  PLEASE DATE AND SIGN THIS VOTE DIRECTION FORM AND RETURN IT PROMPTLY IN THE
  ENCLOSED ENVELOPE.