**Exhibit10(g)**

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**HICKORYTECH CORPORATION**

**DIRECTORS’ STOCK OPTION PLAN**

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# **Amendedand Restated February 5, 2003**

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1.                                       Purposeof the Plan.  The purpose of thisHickoryTech Corporation Directors’ Stock Option Plan is to attract and retainthe best available individuals for service as Directors of the Company and toprovide additional incentive to the Outside Directors of the Company to serveas Directors.

 

2.                                       Definitions.

 

(a)                                  “Board”shall mean the Board of Directors of the Company.

 

(b)                                 “CommonStock” shall mean the Common Stock of the Company.

 

(c)                                  “Company”shall mean HickoryTech Corporation, a Minnesota corporation.

 

(d)                                 “Director”shall mean a member of the Board.

 

(e)                                  “Employee”shall mean any person, including officers and Directors, employed by theCompany or any parent or subsidiary of the Company.

 

(f)                                    “FairMarket Value” shall have the meaning set forth in Section 9.

 

(g)                                 “FreeCash Flow” shall mean HickoryTech’s Earnings Before  Interest, Taxes, Depreciation andAmortization less Capital Expenditures, Dividends, Mandatory Debt PrincipalRepayment, Interest and GAAP Taxes.

 

(h)                                 “GAAP”shall mean generally accepted accounting principles in the United States ineffect from time to time.

 

(i)                                     “Option”shall mean a stock option granted pursuant to the Plan.

 

(j)                                     “Optionee”shall mean an Outside Director who receives an Option.

 

(k)                                  “OutsideDirector” shall mean a Director who is not an Employee.

 

(l)                                     “PerformanceCriteria” shall mean, for a given fiscal year, achievement of at least 50%of HickoryTech’s budgeted Free Cash Flow objective.

 

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(m)                               “Plan”shall mean this Directors’ Stock Option Plan.

 

(n)                                 “Shares”shall mean shares of the Common Stock.

 

3.                                       SharesSubject to the Plan.  Subject toSection 12, the maximum aggregate number of Shares that may be optioned andsold under the Plan is 300,000 shares of Common Stock.  If an Option should expire or becomeunexercisable for any reason without having been exercised in full, theunpurchased Shares that were subject thereto shall become available for futuregrant under the Plan.

 

4.                                       Grantsof Options under the Plan.  On thedate of the close of the audit following each of the fiscal years in which theCompany satisfies the Performance Criteria, each Outside Director shallautomatically receive an Option to purchase 5,000 Shares at the Fair MarketValue on the date of grant.  Each Optionshall be for a term of ten years.

 

5.                                       Grantof Options under the Plan for new Outside Directors.  New Outside Directors joining the Board willreceive a one-time grant of Options to purchase Shares at the Fair Market Valueon the date of the grant.  The date ofthe grant will be the date of their appointment to the Board.  The grant amount will be equal to the numberof Options granted to other Outside Directors during the most recent issuanceof Options under the annual Directors’ Stock Option Plan.

 

6.                                       One-timeGrant of Options for Outside Directors. Outside Directors will receive a one-time grant of Options to be issuedeffective March 29, 2000.  Thisadditional one-time grant will be based on the Director’s number of years ofservice on the Board.  This one-timegrant would provide for 1,000 Options per year of service, with a maximum of5,000 Options.  This would not affectany other issuance of Options under the Directors’ Stock Option Plan.

 

7.                                       Powersof the Board.  Subject to theprovisions and restrictions of the Plan, the Board shall have the authority, inits discretion:  (i) to determine thefair market value of the Common Stock; (ii) to interpret the Plan; (iii) toauthorize any person to execute on behalf of the Company any instrumentrequired to effectuate the grant of an Option granted hereunder; and (iv) tomake all other determinations deemed necessary or advisable for theadministration of the Plan.  Alldecisions, determinations and interpretations of the Board shall be final andbinding on all Optionees and any other holders of any Options granted under thePlan.

 

8.                                       EffectiveDate of Plan.  The Plan shall becomeeffective upon its approval by the shareholders of the Company as described inSection 17.

 

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9.                                       FairMarket Value.  The fair market valueof a Share shall be, in the event the Common Stock is traded on the NasdaqNational Market System or listed on a stock exchange, the average closing saleprice on such system or exchange during the five trading days on which therewas actual trading ending on the trading day on which there was actual tradingimmediately preceding the date of grant of the Option, as reported in TheWall Street Journal.  In the eventthe Common Stock is not so traded or listed, the Board shall determine fairmarket value.

 

10.                                 Exerciseof Option.

 

(a)                                  Procedurefor Exercise; Rights as a Shareholder. An Option shall be deemed to be exercised when written notice of suchexercise has been given to the Company by the person entitled to exercise theOption and full payment for the Shares with respect to which the Option isexercised has been received by the Company. Until the issuance of the stock certificate evidencing the Shares sopurchased, the purchaser shall have no right to vote or receive dividends orany other rights as a shareholder.  Ashare certificate for the number of Shares purchased shall be issued to theOptionee as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend orother right for which the record date is prior to the date the stockcertificate is issued, except as provided in Section 12.

 

(b)                                 Deathof Optionee.  NotwithstandingSection 10(a) in the event of the death of an Optionee, the Option may beexercised at any time within six months following the date of death, by theOptionee’s estate or by a person who acquired the right to exercise the Optionby bequest or inheritance.

 

11.                                 Non-Transferabilityof Options.  The Option may not besold, pledged, assigned, hypothecated, transferred or disposed of in any mannerother than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Optionee, only by the Optionee.

 

12.                                 AdjustmentsUpon Changes in Capitalization, Dissolution or Merger.  In the event that the number of outstandingshares of Common Stock of the Company is changed by a stock dividend, stocksplit, reverse stock split, combination, reclassification or similar change inthe capital structure of the Company without consideration, the number ofShares available under this Plan and the number of Shares subject tooutstanding Options and the exercise price per share of such Options shall beproportionately adjusted.  Suchadjustment shall be made by the Board, whose determination in that respectshall be conclusive.

 

13.                                 Amendmentand Termination of the Plan.

 

(a)                                  Amendmentand Termination.  The Board may atany time amend, alter, suspend or discontinue the Plan, but no amendment,alteration, suspension or discontinuance shall be made which would impair therights of any Optionee under any grant theretofore made, without his or herconsent.

 

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(b)                                 Effectof Amendment or Termination.  Anysuch amendment or termination of the Plan shall not affect Options alreadygranted and such Options shall remain in full force and effect as if this Planhad not been amended or terminated.

 

14.                                 ConditionsUpon Issuance of Shares.  As acondition to the exercise of an Option, the Company may require the personexercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares, if, in the opinion ofcounsel for the Company, such a representation is required by law.

 

15.                                 Reservationof Shares.  The Company, during theterm of this Plan, will at all times reserve and keep available such number ofthe Shares available for issuance pursuant to this Plan as shall be sufficientto satisfy the requirements of the Plan.

 

16.                                 OptionAgreement.  Options may, but neednot, be evidenced by written Option Agreements in such form as the Board shallapprove.

 

17.                                 ShareholderApproval.  The Plan shall be subjectto approval by the shareholders of the Company.

 

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