Agreement under Supplemental Executive Retirement Plan THIS AGREEMENT MADE THIS ____ day of _____________________, 1997, by and between CT Communications, Inc., a corporation organized under the State of North Carolina (hereinafter referred to as...

  Agreement under
  Supplemental Executive Retirement Plan
  
  
  THIS AGREEMENT MADE THIS ____ day of _____________________,
  1997, by and between CT Communications, Inc., a corporation
  organized under the State of North Carolina (hereinafter
  referred to as "Employer"), and ___________________________,
  an individual whose address is
  _____________________________________________, and who
  resides in the City of _______________________, County of
  ______________, and State of
  ____________________________(hereinafter referred to as
  "Employee").
  
  
  WITNESSETH
  
  
  WHEREAS, the Employer currently employs the Employee, and
  the Employee serves the Employer in such capacity as the
  Board of Directors of the Employer may designate from time
  to time; and
  
  WHEREAS, the Employee currently devotes all of his time,
  attention, skill and efforts to the performance of duties on
  behalf of the Employer; and
  
  WHEREAS, in consideration of services rendered on behalf of
  the Employer and as an inducement for ongoing valuable
  services until retirement, the Employer has agreed to
  provide a deferred compensation benefit to the Employee; and
  
  WHEREAS, the intent of this deferred compensation agreement
  (hereinafter referred to as the "Agreement") is to provide
  from this Agreement, the Concord Telephone Company Pension
  Benefit Plan, and Social Security, an aggregate income
  replacement ratio of 60% of the Employee's pre-retirement
  Average Compensation (paid in the form of a single life
  annuity and calculated at no more than 20 Years of Service);
  
  NOW THEREFORE, in consideration of the Agreement and mutual
  promises hereinafter contained, the parties hereto agree to
  the following:
  
                             Article I
  
  DEFINITIONS.  The following definitions shall govern this
  Agreement:
  
1. ACCRUED BENEFIT means the accrued benefit of the
     Employee determined under Article III expressed in
     terms of an annual single life annuity beginning at or
     after the date he attains Normal Retirement Age on the
     basis of his years of Creditable Service to the date as
     of which the computation is made.
   
2. AGE means the Employee's age at the nearest birthday,
     except as otherwise specifically provided.
   
3. ANNIVERSARY DATE means the date of this Agreement and
     each anniversary thereof.
   
4. AVERAGE COMPENSATION means the average of the
     Employee's annual Benefit Compensation for the five
     consecutive Years of Service that produce the highest
     average.  The partial Plan Year that includes the
     Employee's retirement date or other termination date
     may be included if it results in a higher average.  If
     the Employee does not have at least five consecutive
     Years of Service, all of his Years of Service will be
     included in determining his Average Compensation.
   
5. BENEFICIARY means the person designated in writing by
     the Employee to receive any benefits due the Employee
     upon his death.  If no such designation is made or if
     the designated person is not living at the death of the
     Employee, the Beneficiary shall be the deceased
     Employee's spouse, if living; if the Employer is not
     survived by a spouse, the Beneficiary shall be his
     estate.
   
6. BENEFIT COMPENSATION means the remuneration received by
     the Employee from the Employer as basic salary or
     wages, and annual incentive bonuses (that may be
     comprised of cash and/or stock components).  Benefit
     Compensation does not include income derived from long-term
     incentive arrangements, including but not limited
     to the Employer's long-term incentive plans or plans
     that provide the Employee benefits in the form of cash,
     restricted stock or stock options.  Benefit
     Compensation includes any salary deferral amounts the
     Employee elects to contribute to the Employer's
     retirement savings plan under Internal Revenue Code of
     1986 (the "Code") section 401(k) or cafeteria plan
     under Code section 125, if any; but excludes the cost
     or value of benefit programs in which the Employee may
     participate (such as group insurance (but excluding the
     Employee's executive life insurance, if any),
     disability, hospitalization, sick pay, perquisites, or
     similar benefits), special cash awards or stock
     received outside the Employer's normal programs, income
     derived from the exercise of stock options and/or the
     receipt of restricted stock, the cost of benefits under
     this Agreement, the value of job perquisites treated as
     income and any other payments or benefits not usually
     regarded as pay for service.
   
7. BOARD OF DIRECTORS means the Board of Directors of the
     Employer.
  
8. COMMITTEE means the Compensation Committee of the Board
     of Directors or such other Committee as may be
     appointed by the Board of Directors to administer this
     Plan pursuant to Article II.
  
9. CREDITABLE SERVICE means all of the Employee's Years of
     Service, up to age 65 (including all periods up to a
     maximum of 35 months during which the the Employee has
     received cash benefits pursuant to a Change-of-Control
     Agreement).  Creditable Service shall be used in
     calculating the Employee's Accrued Benefit under the
     Plan.  If the Employee terminates his employment with
     the Employer and receives all of his vested Accrued
     Benefit under the Plan and later is re-employed by the
     Employer, his service before he left the Employer will
     not be counted in determining his Creditable Service.  
10.  DISABILITY means the inability of the Employee to
       engage in his profession by reason of any medically
       determinable physical or mental impairment which can be
       expected to result in death or which is to last or can
       be expected to last for a continuous period of not less
       than twelve months, as determined by the Plan
       Administrator in its sole discretion upon certification
       thereof by a qualified physician selected by the Plan
       Administrator after such physician examines the
       Employee.
  
  11.     DISABILITY RETIREMENT DATE means the date the Committee
            establishes as the date the Employee may retire because
            of the Employee's Disability.
   
12.  EARLY RETIREMENT AGE means the date the Employee
       attains age 55.
  
13.  EFFECTIVE DATE means the date of this Agreement, unless
       the Employer specifies otherwise.
   
14.  EMPLOYER means CT Communications, Inc.  In the case of
       a group of employers that constitute a controlled group
       of corporations (as defined in Section 414(b) of the
       Internal Revenue Code of 1986, as amended) or that
       constitutes trades or businesses that are under common
       control (as defined in Section 414(c) of the Internal
       Revenue Code of 1986, as amended), all such employers
       shall be considered a single Employer.
   
15.  NORMAL RETIREMENT AGE means the date the Employee
       attains age 65 if the Employee was born in 1937 or
       before; the date the Employee attains age 66, if the
       Employee was born between 1938 and 1954; and the date
       the Employee attains age 67 if the Employee was born in
       1955 or later.
   
16.  NORMAL RETIREMENT DATE means the first day of the first
       month beginning on or after the date the Employee
       attains Normal Retirement Age.   
  
17.  PENSION PLAN means the Concord Telephone Company
       Pension Benefit Plan, as amended from time to time.
   
18.  PLAN means the Employer's Supplemental Executive
       Retirement Plan, which is comprised of this Agreement
       and similar agreements between the Employer and other
       executives employed by the Employer, wherein the
       Employer agrees to provide supplemental retirement
       benefits to such executives to supplement their Pension
       Plan and Social Security benefits.
   
19.  PLAN YEAR means the twelve consecutive month period
       beginning January 1 and ending December 31.
  
20.  SOCIAL SECURITY PRIMARY INSURANCE AMOUNT means an
       annual amount calculated according to the rules for
       computing the "Primary Insurance Amount" under the
       Federal Social Security Act as in effect at the time
       the Employee retires or terminates employment.  The
       Committee, at its discretion, reserves the right to
       revise or amend the definition of "Primary Insurance
       Amount" should the federal Social Security Act reduce
       the Employee's projected Social Security benefit
       subsequent to the adoption of the Plan. In determining
       this amount, the Employee's actual earnings shall be
       used for calendar years through the year preceding the
       date of termination, to the extent such information is
       available.  For years beginning with the date of
       termination and through the calendar year during which
       the Employee attains his Normal Retirement Age, it will
       be assumed that the Employee continues to earn
       compensation based on his compensation rate on the date
       of termination.
   
21.  YEAR OF SERVICE means a Plan Year in which the Employee
       remains a participant in the Plan, at the Committee's
       discretion and with the approval of the Board of
       Directors, and completes 1000 or more hours of service
       (as determined under the Pension Plan).  For service
       completed before January 1, 1976, a Year of Service is
       a twelve month period of service, taking into account
       all periods of service without loss of credit for
       termination of service.  Service before January 1, 1976
       will be counted only if the Employee was employed by
       the Employer on January 1, 1976.  The Employee shall
       not receive credit for a Year of Service during periods
       of Disability.
  
                          Article II
                               
  ADMINISTRATION.  The Committee shall be the Plan
  Administrator.  The Plan Administrator shall be responsible
  for administering the Plan. The Plan Administrator shall
  have all of the powers necessary to enable it to properly
  carry out its duties under the Plan.  Not in limitation of
  the foregoing, the Plan Administrator shall have the power
  to construe and interpret the Plan and to determine all
  questions that shall arise thereunder.  The Plan
  Administrator shall have such other and further specified
  duties, powers, authority and discretion as are elsewhere in
  the Plan either expressly or by necessary implication
  conferred upon it.  The Plan Administrator may appoint such
  agents as it may deem necessary for the effective
  performance of its duties, and may delegate to such agents
  such powers and duties as the Plan Administrator may deem
  expedient or appropriate that are not inconsistent with the
  intent of the Plan.  The decision of the Plan Administrator
  upon all matters within its scope of authority shall be
  final and conclusive on all persons, except to the extent
  otherwise provided by law.
  
                         Article III
                                
  ELIGIBILITY.  Only those executives of the Employer who have
  been identified by the Committee and approved by the Board
  of Directors as participants in the Supplemental Executive
  Retirement Plan, shall be eligible to participate in the
  Plan.  The Board of  Directors, at its sole discretion, may
  determine that the Employee is no longer eligible to
  participate in the Plan due to demotion, change in duties,
  or other circumstance.  Loss of eligibility shall freeze the
  Employee's Accrued Benefit in the Plan, if vested, based on
  the accrued pension benefit from the Pension Plan and
  projected Social Security Primary Insurance Amount, in each
  case determined as of date the Employee ceases to
  participate in the Plan.
  
  VESTING.  The Employee shall be 100% vested in his Accrued
  Benefit, as determined under Article III, after five Years
  of Service following the Effective Date, subject to the
  forfeiture provisions of Article VII and VIII.  The Employee
  shall have no vested interest in his Accrued Benefit under
  the Plan prior completing five Years of Service.
  
                          Article IV
  
  NORMAL RETIREMENT BENEFIT.  The Employee shall be entitled
  to receive an annual retirement benefit commencing on his
  Normal Retirement Date in an amount equal to (A) less (B)
  less (C), where:
  
     (A)  is 3% of the Employee's Average Compensation
       multiplied by his years of Creditable Service up to,
       but not exceeding, 20 years; and 
     
     (B)  is the Employee's Social Security Primary
       Insurance Amount accrued to the Employee's actual date
       of retirement from the Employer; and 
     
     (C)  is the Employee's accrued pension benefit from the
       Pension Plan, calculated in the form of a single-life
       annuity, at the Employee's actual date of retirement
       from the Employer.
  
  EARLY RETIREMENT BENEFIT.  If the Employee retires from
  service with the Employer prior to the Employee's Normal
  Retirement Age and on or after attainment of the Employee's
  Early Retirement Age, the Employee shall be entitled to
  receive an annual retirement benefit commencing on or after
  such date of retirement (the "early retirement date") in an
  amount equal to (a) less (b) less (c), where:
  
     (a)  is 3% of the Employee's Average Compensation
       multiplied by his years of Creditable Service up to,
       but not exceeding, 20 years, actuarially reduced for
       early retirement as described hereafter; and 
     
     (b)  is the Employee's Social Security Primary
       Insurance Amount, reduced to retirement at age 65; and 
     
     (c)  is the Employee's accrued pension benefit from the
       Pension Plan, calculated in the form of a single-life
       annuity, at the actual date of the Employee's
       retirement from the Employer actuarially reduced for
       early retirement as described hereafter.
  
  The Employee may choose to retire from the service of the
  Employer and receive an early retirement benefit at any time
  after reaching his Early Retirement Age, following at least
  60 days written notice to the Employer and if approved by
  the Committee.  The 20 year service requirement present in
  the Pension Plan shall not be considered for the purposes of
  this Plan.  However, five Years of Service are required to
  vest in any benefit from this Plan.
  
  An Employee may elect in writing for payment of his Early
  Retirement Benefit to begin as of the first day of any
  calendar month coinciding with or next following his early
  retirement date.  The Employee's Early Retirement Benefit
  will equal his Accrued Benefit determined as of his early
  retirement date.  If the Employee elects payments to begin
  before his Normal Retirement Date, his Early Retirement
  Benefit will equal his Accrued Benefit as of his early
  retirement date, reduced by 1/180th for each of the first 60
  months and 1/360th for each of the next 60 months that the
  starting date of the Early Retirement Benefit precedes his
  Normal Retirement Date.
  
  DISABILITY BENEFIT.  If the Employee has a vested benefit in
  the Plan as described in Article III and becomes disabled
  while he is employed by the Employer, he may retire as of
  his Disability Retirement Date.  The Board of Directors may
  require the Employee to be medically examined from time to
  time to confirm that his Disability is continuing.  If the
  Committee finds that he has recovered from his Disability,
  his disability benefits will stop, and he will be deemed to
  have terminated service as of his Disability Retirement
  Date.
  
  An Employee's disability benefit will begin as of the first
  day of the month following his Disability Retirement Date
  and will equal his Accrued Benefit as of his Disability
  Retirement Date, reduced by 1/180th for each of the first 60
  months and 1/360th for each of the next 60 months that the
  starting date of the disability benefit precedes his Normal
  Retirement Date.
  
  If the Employee is entitled to benefits under an insured
  long-term disability program sponsored by the Employer,
  payment of his disability benefit under the Plan will be
  delayed until payment of the insured long-term disability
  benefits ends.  Creditable Service is not accrued during
  periods of long-term disability under this Plan.  If the
  Employee is living at the time payment of his insured
  disability benefit ends, he will receive his Accrued Benefit
  determined as of his disability retirement date, increased
  by one percent (1%) for each Plan Year that occurs between
  his disability retirement date and the date payment to the
  Employee actually begins.  The disability benefit will be
  reduced in the same manner as described in the preceding
  paragraph if payments start before the Employee's Normal
  Retirement Date.
  
  DEATH BENEFIT.  If the Employee is married and dies with a
  vested benefit under the Plan before his benefit payments
  have begun, his surviving spouse will be entitled to receive
  a monthly death benefit.  The monthly amount of the death
  benefit will be based on the amount of the Employee's vested
  Accrued Benefit on the date of his death, regardless of
  whether the Employee is then eligible to retire.  If the
  Employee is not eligible for early or normal retirement when
  he dies, his Beneficiary, will be entitled to receive
  approximately equal monthly installments (actuarially
  adjusted for the life expectancy of the Beneficiary) in an
  amount determined as if the Employee terminated employment
  on the date of his death, survived to his Early Retirement
  Age, and then died the next day.
  
  If the Employee is eligible for early or normal retirement
  on the date of his death, but his benefit payments have not
  started, his Beneficiary, will be entitled to receive
  approximately equal monthly installments (actuarially
  adjusted for the life expectancy of the Beneficiary) in an
  amount determined as if he had retired on the date of his
  death, and then died the next day.
  
  If the Employee is not married on the date of his death, any
  vested benefits will be actuarially adjusted to the value of
  a life annuity determined at the Employee's age at date of
  death, and paid to the Beneficiary (actuarially adjusted for
  the life expectancy of the Beneficiary).
  
                              Article V
  
  ACCRUAL OF BENEFITS.  The Employer shall accrue the benefits
  payable under this Plan in a separate account on its books. 
  The Employer may use any reasonable accounting policy in
  determining the method of this accrual.  The account
  established hereunder shall be segregated from other
  accounts on the books and records of the Employer as a
  contingent liability of the Employer to the Employee and
  other employees participating in the Plan.
  
                          Article VI
                               
  GENERAL CREDITOR.  The Employee shall be regarded as a
  general creditor of the Employer with respect to any rights
  derived by the Employee from the existence of this Agreement
  or the existence or amount of the liability. 
  
  ASSETS.  Title to and beneficial ownership of any assets,
  whether cash, investments, life insurance policies, or other
  assets that the Employer may intend to use to pay the
  contingent deferred compensation hereunder, shall at all
  times remain with the Employer.  The Employee and his
  Beneficiary shall not have any property interest whatsoever
  in any specific assets of the Employer.
  
                        Article VII       
  
  PAYMENT OF DEFERRED COMPENSATION TO THE EMPLOYEE.  The
  benefits to be paid as deferred compensation to the Employee
  (unless forfeited by the occurrence of any of the events of
  forfeiture specified in Article VII) are as follows:
  
    *  Upon termination of the Employee's employment on or after
       the Employee attains his Early Retirement Age, the
       Employer shall pay to Employee in the form of a single
       life annuity, in equal monthly installments, an amount
       equal to his Accrued Benefit.  The Committee is under no
       obligation to purchase an annuity, except at its sole
       discretion.
   
    *  In the event that the Employee's employment terminated
       with the Employer by reason of death with a vested
       benefit, or disability before reaching Early Retirement
       Date, and while in the employ of the Employer, the
       Employer shall make monthly payments to the Employee (in
       the event of Disability) or the Employee's designated
       Beneficiary (in the event of the Employee's death) in the
       manner described in Article III of this Agreement.
   
   *  In the event that the Employee's employment with the
       Employer is terminated for any reason other than the
       Employee's retirement, on or after the Employee's Early
       Retirement Age, death or Disability, the entire Accrued
       Benefit established hereunder shall be forfeited by the
       Employee.
  
  OPTIONAL FORMS.  Any amounts payable to the Employee
  hereunder shall be deemed to have been paid if the Employer
  decides to purchase and distribute to the Employee an
  immediate or deferred annuity contract, on the single life
  of the Employee, or any optional form of annuity then
  available under the Pension Plan.  The Committee, at its
  sole discretion, may approve any other form of annuity as
  requested by the Employee.
  
  LUMP SUM.  The Committee may recommend to the Board of
  Directors, and the Board of Directors by resolution
  specifically referring to this Agreement and the date hereof
  may provide, that the payment of the Employee's entire
  Accrued Benefit hereunder be made in the form of a single
  lump-sum payment, or any other schedule of installment
  payments.
  
  FACILITY OF PAYMENTS.  If, in the sole opinion of the
  Committee, any person entitled to payment under this
  Agreement shall be too physically or mentally incapacitated
  to properly receive such payments, the Employer may make
  such payments to any member of the family of such person
  then entitled to payment, or for the use and benefit of such
  person, or to any person or institution providing care for
  such person then entitled to such payments.  All payments so
  made by the Employer shall fully discharge and acquit the
  Employer to the amounts thereof.
  
  INCOME TAX OR OTHER WITHHOLDING.  The Employer may withhold
  from any benefits payable under this Agreement (i) all
  federal, state, city, or other taxes, or (ii) all
  distributions required under any domestic relations order or
  divorce decree as shall be required pursuant to any law,
  government regulation or ruling, or court order.
  
                         Article VIII
                               
  FORFEITURE PROVISIONS.  All rights to any deferred
  compensation payments pursuant to this Agreement, including
  the payment of any unpaid installments, shall be immediately
  forfeited by the Employee if any of the following events
  occur:
  
1. The Employer-Employee relationship between the Employee
     and the Employer is terminated at the behest of the
     Employer or upon the mutual Agreement thereof between
     the Employee and Employer (other than on account of the
     Employee's retirement, death or Disability).
   
2. The Employee resigns without the consent of the
     Employer or the Board of Directors, even though the
     Employee is vested in a benefit.
   
3. The Employee engages in any act that, in the opinion of
     the Committee, is inimical to the best interests of the
     Employer, including, but not limited to fraud,
     embezzlement, non-productivity, disloyalty, etc.  The
     judgment of the Committee, as expressed by a majority
     vote, shall be final as to the determination of the
     nature of any acts performed by the Employee that are
     subject to this Article VIII.  The Committee, in its
     sole discretion, may interpret and decide upon the
     nature of such acts.
   
4. Following the Employee's retirement from employment
     with the Employer, the Employee refuses to provide
     advice or counsel to the Employer when reasonably
     requested to do so and when reasonably able to do so;
     or,
  
  5. The Employee is in violation of an executed noncompete
       agreement.
                               
                          Article IX
                               
  LIABILITY OF EMPLOYER.  Nothing in this Agreement shall
  constitute the creation of a trust or other fiduciary
  relationship between the Employer and the Employee or
  between the Employer and the Beneficiary or any other
  person.  The Employer shall not be considered a trustee by
  reason of this Agreement.
  
                            Article X
  
  ASSIGNMENT.   No rights under this Agreement may be
  assigned, transferred, pledged or encumbered by the Employee
  or the Beneficiary except by will or by North Carolina
  intestate laws or other laws of descent and distribution. 
  This Agreement may be assigned by the Employer only upon the
  following events:
  
1. The Employer or its assets are purchased by another
     entity or are merged into the assets of another entity.
   
2. Prior written consent of the Employee.
  
                          Article XI
                                
  AGREEMENT BINDING.  This Agreement shall be binding upon and
  inure to the benefit of the parties hereto and their
  respective next of kin, successors, assigns, heirs, personal
  representatives, executors, administrators, and legatees. 
  The Employer shall not merge or consolidate with any other
  entity or reorganize unless and until such succeeding and
  continuing entity agrees to assume and discharge the
  obligations of the Employer under this Agreement.  Upon such
  assumption, the term Employer as used in this Agreement
  shall be deemed to refer to such successor Employer.  The
  Board of Directors, at its sole discretion, reserves the
  right to amend, revise, or terminate this Agreement with
  respect to future benefits.
  
                            Article XII
  
  ENTIRE AGREEMENT.  This document constitutes the entire
  Agreement between the parties as to the provision of
  supplemental retirement benefits by the Employer to the
  Employee.  This Agreement may only be modified, altered, or
  amended by prior written approval and consent of the parties
  with respect to Accrued Benefits, except those provisions
  that may be amended solely by a Board of Directors
  resolution as described in this Agreement.
  
                         Article XIII
                               
  NO GUARANTEE OF EMPLOYMENT.  Nothing in this Agreement shall
  be construed as guaranteeing future employment to the
  Employee.  The Employee continues to be an Employee of the
  Employer solely at the will of the Employer, notwithstanding
  this Agreement.
  
                          Article XIV
  
  BENEFITS HEREUNDER ARE NOT "COMPENSATION" FOR OTHER
  PURPOSES.  Any deferred compensation payable under this
  Agreement (or actuarial or the net present value of any such
  payments) shall not be deemed salary or other compensation
  to the Employee for purposes of any qualified retirement
  plans maintained by the Employer, any incentive bonus plans,
  or for purposes of any other fringe benefit obligations of
  the Employer.
  
                          Article XV
                               
  CLAIMS SUBMISSION AND REVIEW PROCEDURE.  In the event that a
  Employee has a claim under the Plan, such claim shall be
  made by the Employee's filing a notice thereof with the Plan
  Administrator within ninety (90) days after such Employee
  first has knowledge of such claim.  Each Employee who has
  submitted a claim to the Plan Administrator shall be
  afforded a reasonable opportunity to state such Employee's
  position and to present evidence and other material relevant
  to the claim to the Plan Administrator for its consideration
  in rendering its decision with respect thereto.  The Plan
  Administrator shall render its decision in writing within
  ninety (90) days after the claim is referred to it, unless
  special circumstances require an extension of such time
  within which to render such decision, in which event such
  decision shall be rendered no later than one hundred eighty
  (180) days after the claim is referred to it.  A copy of
  such written decision shall be furnished to the Employee.
  
     1. Notice of Decision of Plan Administrator.  Each
  Employee whose claim has been denied by the Plan
  Administrator shall be provided written notice thereof,
  which notice shall set forth:
  
          a) the specific reason(s) for the denial;
  
          b) specific reference to pertinent provision(s) of
            the Plan upon which such denial is based;
  
          c)  description of any additional material or
            information necessary for the Employee to perfect
            such claim and an explanation of why such material
            or information is necessary; and
  
          d)  an explanation of the procedure hereunder for
            review of such claim; all in a manner calculated
            to be understood by such Employee.
  
     2.  Review of Decision of Plan Administrator.  Each
  such Employee shall be afforded a reasonable opportunity for
  a full and fair review of the decision of the Plan
  Administrator denying the claim.  Such review shall be by
  the Board of Directors. Such appeal shall be made within
  ninety (90) days after the Employee received the written
  decision of the Plan Administrator and shall be made by the
  written request of the Employee or such Employee's duly
  authorized representative.  In the event of appeal, the
  Employee or such Employee's duly authorized representative
  may review pertinent documents and submit issues and
  comments in writing to the Board of Directors.  The Board of
  Directors shall review the following:
  
     A) the initial proceedings of the Plan Administrator
  with respect to such claim; 
  
     B) such issues and comments as were submitted in
       writing by the Employee or the Employee's duly
       authorized representative ; and
  
     C) such other material and information as the Board of
       Directors, in its sole discretion, deems advisable for
       a full and fair review of the decision of the Plan
       Administrator.
  
  The Board of Directors may approve, disapprove or modify the
  decision of the Plan Administrator, in whole or in part, or
  may take such other action with respect to such appeal as it
  deems appropriate. The decision of the Board of Directors
  with respect to such appeal shall be made promptly, and in
  no event later than sixty (60) days after receipt of such
  appeal, unless special circumstances require an extension of
  such time within which to render such decision, in which
  event such decision shall be rendered as soon as possible
  and in no event later than one hundred twenty (120) days
  following receipt of such appeal.  The decision of the Board
  of Directors shall be in writing and in a manner calculated
  to be understood by the Employee and shall include specific
  reasons for such decision and set forth specific references
  to the pertinent provisions of the Plan upon which such
  decision is based.  The Employee shall be furnished a copy
  of the written decision of the Board of Directors. No member
  of the Board of Directors shall be liable to any person for
  any action taken hereunder except those actions undertaken
  with lack of good faith.
  
  3.  Arbitration of Interpretations and Constructions.  The
  interpretations and construction hereof by the Board of
  Directors shall be binding and conclusive on all persons and
  for all purposes. Any disagreements about such
  interpretations and construction shall be submitted to an
  arbitrator subject to the rules and procedures established
  by the American Arbitration Association.  The arbitrator
  shall be acceptable to both the Employer and the Employee;
  if the parties cannot agree the disagreement shall be heard
  by a panel of three arbitrators, with each party to appoint
  one arbitrator and the third to be chosen by the other two. 
  The decision of the arbitrator(s) decision shall be final
  and conclusive upon all persons interested therein, except
  to the extent otherwise provided by applicable law.
  
  GOVERNING LAW.  This Agreement shall be construed in
  accordance with and governed by the laws of the State of
  North Carolina, except to the extent such laws are preempted
  by federal laws and regulations.
  
  CONSTRUCTION.  The masculine gender shall include the
  feminine, and the singular the plural, unless the context
  clearly requires otherwise.
  
  
  IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement on the day and year first above written.
  
  
                               CT COMMUNICATIONS, INC.
  
                               _____________________________________
                               Name:
                               Title:
  
  
  
  
  
  
  Witnesses                      ACKNOWLEDGED:
  
  ___________________________    _____________________________________
                                 Employee
  ___________________________