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                    HICKORY TECH CORPORATION 1993 STOCK AWARD PLAN
                  (AMENDED AND RESTATED EFFECTIVE JANUARY 29, 1997)

1.  PURPOSE.  The purpose of the Hickory Tech Corporation 1993 Stock Award Plan
(the "Plan") is to motivate key employees of Hickory Tech Corporation (the
"Company") and its subsidiaries to produce a superior return to the shareholders
of the Company by offering such employees an opportunity to acquire a
proprietary interest in the Company and thereby develop a stronger incentive to
put forth maximum effort for the continued success and growth of the Company and
its subsidiaries.  The Plan is also intended to facilitate recruiting and
retaining key personnel of outstanding ability by providing such an acquisition
opportunity.

2.  DEFINITIONS.

2.1 The terms defined in this section are used (and capitalized) elsewhere in
the Plan.

a.  "Agreement" means a written contract entered into between the Company and a
Participant containing the terms and conditions of an Award in such form and not
inconsistent with this Plan as the Committee (as defined in Section 3.1) shall
approve from time to time, together with all amendments thereto, which
amendments may be unilaterally made by the Company (with the approval of the
Committee) unless such amendments are deemed by the Committee to be materially
adverse to the Participant and are not required as a matter of law.

b.  "Award" means a grant made under this Plan in the form of Restricted Stock
or options.

c.  An "Event" shall be deemed to have occurred if:

(i) a majority of the directors of the Company shall be persons other than
those:

(a) for whom election proxies shall have been solicited by the Board of
Directors of the Company (the "Board"); or

(b) who are then serving as directors appointed by the Board to fill vacancies
on the Board caused by death or resignation (but not by removal) or to fill
newly-created directorships.
(ii) 30% or more of the outstanding voting stock of the Company is acquired or
beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, or any successor rule thereto) by any person (other than
the Company or a subsidiary of the Company) or group of persons acting in
concert (other than the acquisition and beneficial ownership by a parent
corporation or its wholly-owned subsidiaries, of 100% of the outstanding voting
stock of the Company as a result of a merger which complies with paragraph
subsection (iii) (A) (2) below in all respects),

  (iii)  the shareholders of the Company approve a definitive agreement or plan
to:

(A) Merge or consolidate the Company with or into another corporation (other
than (1) a merger or consolidation with a subsidiary of the Company of (2) a
merger in which the Company is the surviving corporation and either (A) no
outstanding voting stock of the Company (other than fractional shares) held by
shareholders immediately prior to the merger is converted into


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<PAGE>

cash, securities or other property, or (B) all holders of outstanding voting
stock of the Company (other than fractional shares) immediately prior to the
merger have substantially the same proportionate ownership of the voting stock
of the Company or its parent corporation immediately after the merger),

(B) Exchange, pursuant to the statutory exchange of shares of voting stock of
the Company held by stockholders immediately prior to the exchange, shares of
one or more classes or series of voting stock of the Company for cash,
securities or other property,

(C) Sell or otherwise dispose of all or substantially all of the assets of the
Company  (in one transaction or a series of transactions); or

(D) Liquidate or dissolve the Company.

Notwithstanding the above, an Event shall not be deemed to occur with respect to
a recipient of an Award if the acquisition of the 30% or greater interest
referred to in subsection (ii) above is by the recipient or a group, acting in
concert, that includes the recipient or if a majority of the voting stock (or
the voting equity interest) of the surviving corporation or its parent
corporation or any corporation (or other entity) acquiring all or substantially
all of the assets of the Company (in the case of a merger, consolidation or
disposition of assets) or the Company or its parent corporation (in the case of
a statutory share exchange) is, immediately following the merger, consolidation,
statutory share exchange or disposition of assets, beneficially owned by such
recipient or by a group acting in concert, that includes the recipient.

d.  "Fair Market Value" as of any date shall mean an average of the closing
price per Share of Common Stock, no par value (a "Share"), of the Company on
each of the five business days immediately preceding the date on which a price
determination is to be made.  The closing prices shall be the closing prices as
published in The Wall Street Journal.  In the absence of trading in the Shares
on any of the five immediately preceding business days, the calculation will be
based on the closing price for the five business days preceding the date on
which a price determination is to be made on which there were actual trades of
the Shares.

e.  "Participant" means an employee to whom an Award is made.

f.  "Restricted Stock" means Shares granted under Section 7 so long as such
Shares remain subject to restrictions.

g.  "Successor" means the legal representative of the estate of a deceased
Participant or the person or persons who may, by request or inheritance, or
pursuant to the terms of an Award or of forms submitted by the Participant to
the Committee pursuant to Section 18, acquire the right to exercise an option or
to receive Shares issuable in satisfaction of an Award in the event of a
Participant's death.

2.2 GENDER AND NUMBER.  Except when otherwise indicated by context, reference
to the masculine gender shall include, when used, the feminine gender, and any
term used in the singular shall also include the plural.


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<PAGE>

3.  ADMINISTRATION.

3.1 AUTHORITY OF COMMITTEE.  The Plan shall be administered by a committee of
two or more persons (the "Committee") appointed by the Board.  No person shall
serve as a member of the Committee unless such person shall be a "Non-Employee
Director" as that term is defined in Rule 16b-3(b)(3)(i), promulgated under the
Exchange Act, or any successor statute or regulation comprehending the same
subject matter.  A majority of the members of the Committee shall constitute a
quorum for any meeting of the Committee and the acts of a majority of the
members present at any meeting at which a quorum is present or the acts
unanimously approved in writing by all members of the Committee shall be the
acts of the Committee.  Subject to the provisions of the Plan, the Committee may
from time to time adopt such rules for the administration of this Plan as it
deems appropriate.

3.2 INDEMNIFICATION.  To the full extent permitted by law, (i) no member of the
Committee shall be liable for any action or determination taken or made in good
faith with respect to the Plan or any Award made under the Plan, and (ii) the
members of the Committee shall be entitled to indemnification by the Company
with regard to such actions and determinations.

4.  SHARES AVAILABLE UNDER THE PLAN.  The number of Shares available for
distribution under the Plan shall not exceed 250,000 (subject to adjustment
pursuant to Section 13).  Any Shares subject to the terms and conditions of an
Award under the Plan which are not used because the terms and conditions of the
Award are not met may again be used for an Award under the Plan.

5.  ELIGIBILITY.  Participation in the Plan shall be available to all employees
of the Company and its subsidiaries.

6.  GENERAL TERMS OF AWARDS.

a.  AMOUNT OF AWARD.  Each Agreement shall set forth the number of Shares of
Restricted Stock or the number of Shares to which the option subject to such
Agreement applies, as the case may be.

b.  TERM.  Each Agreement shall set forth the term of the option or Restricted
Stock Award, as the case may be.  Subject to the requirements of the Plan, an
Agreement may permit an acceleration of the expiration of the applicable term
upon such terms and conditions as shall be set forth in the Agreement.

c.  TRANSFERABILITY.  During the lifetime of a Participant to whom an Award is
granted, only such Participant (or such Participant's legal representative) may
exercise an option.  No Award of Restricted Stock (prior to the expiration of
the restrictions) or option may be sold, assigned, transferred, exchanged or
otherwise encumbered, and any attempt to do so shall be of no effect.
Notwithstanding the immediately preceding sentence, an Agreement may provide
that the Award subject to the Agreement shall be transferable to a Successor in
the event of a Participant's death.

d.  TERMINATION OF EMPLOYMENT.  No option may be exercised by  a Participant
and all Restricted Stock held by a Participant shall be forfeited if the
Participant's employment with the Company or its subsidiaries shall be
voluntarily terminated or involuntarily terminated with or without cause prior
to the expiration of the term of the option or the Restricted Stock, as the case
may be except as, and to the extent, provided in the Agreement applicable to
that Award.  An option may be exercised by the Successor of a Participant
following the death of such Participant


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<PAGE>

to the extent, and during the period of time, if any, provided in the applicable
Agreement.

7.  STOCK AWARDS.

7.1 RESTRICTED STOCK AWARDS.  An Award of Restricted Stock under the Plan shall
consist of Shares subject to restrictions on transfer and conditions of
forfeiture, which restrictions and conditions shall be included in the
applicable Agreement.  Except as otherwise provided in the applicable Agreement,
each certificate representing shares issued in respect to an Award of Restricted
Stock shall either be deposited with the Company or its designee, together with
an assignment separate from such certificate, in blank, signed by the
participant, or bear such legends with respect to the restricted nature of the
Restricted Stock evidenced thereby as shall be provided in the applicable
Agreement.  The agreement shall describe terms and conditions by which the
restrictions upon awarded Restricted Stock shall lapse.  Upon the lapse of the
restrictions, Shares free of restrictive legends, if any, relating to such
restrictions shall be issued to the Participant or his Successor.  A Participant
with a Restricted Stock Award shall have all the other rights of a shareholder
including, but not limited to the right to receive dividends and the right to
vote the Shares of Restricted Stock.

7.2 UNRESTRICTED STOCK AWARDS.  Notwithstanding any other provision of the
Plan, the Company may issue Shares directly to employees of the Company as part
of any compensation arrangement.  Shares so issued need not be subject to an
Agreement or to the provisions of Sections 6, 7.1, 14, 15, 16 or 18 hereof, but
unless otherwise specified by the Committee, such Shares shall be subject to the
provisions of Sections 6, 7.1, 14, 15, 16 or 18.  The certificate for any such
Shares shall contain a restrictive legend to the extent of any applicable
restriction.

7.3 EXECUTIVE INCENTIVE PLAN.  Notwithstanding any other provision of the Plan,
the Company may issue Shares to the Trustee referred to in the Company's
Executive Incentive Plan, as it may be amended from time to time.  Shares so
issued need not be subject to an Agreement and shall not be subject to the
provisions of Sections 6, 7.1, 14, 15, 16 or 18 hereof, but instead shall be
governed by the provisions of the Executive Incentive Plan.

8.  STOCK OPTIONS.

8.1 TERMS OF ALL OPTIONS.  An option shall be granted pursuant to an Agreement
as either an Incentive Stock Option (as that term is defined in Section 422 of
the Internal Revenue Code or any amendment thereto ("the Code") or a
Non-Qualified Stock Option (an option granted under the Plan that is not
intended to be an Incentive Stock Option).  The purchase price of each Share
subject to an option shall be determined by the Committee and set forth in the
Agreement, but shall not be less than 100% of the Fair Market Value of a Share
as of the date the option is granted.  The purchase price of the Shares with
respect to which an Option is exercised shall be payable in full at the time of
exercise.  The purchase price may be payable in cash, in Shares having a Fair
Market Value equal to the purchase price of the Shares being purchased pursuant
to the option as of the date the option is exercised, or a combination thereof,
as determined by the Committee and provided in the Agreement.  Each option shall
be exercisable in whole or in part on the terms provided in the Agreement.  In
no event shall any option be exercisable at any time after its expiration date.
When an option is no longer exercisable, it shall be deemed to have lapsed or
terminated.

8.2 INCENTIVE STOCK OPTIONS. In addition to the other terms and conditions
applicable to all options.


                                         IV-7

<PAGE>

(i)      The aggregate Fair Market Value (determined as of the date the option
is granted) of the Shares with respect to which Incentive Stock Options held by
an individual first become exercisable in any calendar year (under this Plan and
all other incentive stock option plans of the Company) shall not exceed $100,000
(or such other limit as may be required by the Code) if such limitation is
necessary to qualify the option as an Incentive Stock Option;

(ii)     An Incentive Stock Option shall not be exercisable more than ten years
after the date of grant (or such other limit as may be required by the Code) if
such limitation is necessary to qualify the option as an Incentive Stock Option;

(iii)    At the time the Incentive Stock Option is granted, if the eligible
employee owns stock of the Company possessing more than ten percent of the total
combined voting power of all classes of stock therein, (A) the purchase price of
each Share covered by the option shall not be less than 110% of the Fair Market
Value of a Share on the date of grant, and (B) the term of the option shall not
be greater than five years from the date of grant;

(iv)     The Participant must remain continuously employed by the Company
and/or its subsidiaries from the date of grant until the effective date of
exercise unless such exercise occurs within the period, if any, allowed
following termination of employment by the Code and by the Agreement; and

(v)      The Agreement covering an Incentive Stock Option shall contain such
other terms and provisions which the Committee determines necessary to qualify
such option as an Incentive Stock Option.

If any option is not granted, exercised or held in accordance with the
provisions set forth above in this Section 8.2, it will be considered to be a
Non-Qualified Stock Option to the extent that it is in conflict with these
provisions.

9.  DURATION OF THE PLAN.  The Plan shall remain in effect until all Shares of
Common Stock subject to it shall have been distributed or until all Awards have
expired or lapsed, or the Plan is terminated pursuant to Section 13.  The date
and time of approval by the Committee of the granting of an Award shall be
considered the date and time at which such Award is made or granted.

10. RIGHT TO TERMINATE EMPLOYMENT.  Nothing in the Plan shall confer upon any
Participant the right to continue in the employment of the Company or any
subsidiary or affect any right which the Company or any subsidiary may have to
terminate the employment of the Participant with or without cause.

11. TAX WITHHOLDING.  The Company shall have the right to require a Participant
or other person receiving Shares under the Plan to pay the Company a cash amount
sufficient to cover any required withholding taxes.  In lieu of all or any part
of such a cash payment from a person receiving Shares under the Plan, the
Committee may permit the individual to elect to cover all or any part of the
required withholdings, and to cover any additional withholdings up to the amount
needed to cover the individual's full FICA, federal, state, and local income tax
with respect to income arising from payment of the Award, through a reduction of
the number of Shares delivered to him or a subsequent return to the Company of
Shares held by the Participant in each case valued in the same manner as used in
computing the withholding taxes under the applicable


                                         IV-8

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laws.

12. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.  The Board may at any time
terminate, suspend or modify the Plan.  Amendments are subject to approval of
the shareholders of the Company only if such approval is necessary to maintain
the Plan in compliance with the requirements of Exchange Act Rule 16b-3 Internal
Revenue Code Section 422, its successor provisions or any other applicable law
or regulation.  No termination, suspension or modification of the Plan will
materially and adversely affect any right acquired by any Participant (or his
legal representative) or any Successor under an Award granted before the date of
termination, suspension or modification, unless otherwise agreed to by the
Participant in the Agreement or otherwise or required as a matter of law; but it
will be conclusively presumed that any adjustment for changes in capitalization
provided for in Section 13 will not adversely affect any right.

13. ADJUSTMENT FOR CHANGES IN CAPITALIZATION.  Subject to Section 14,
appropriate adjustments in the aggregate number and type of Shares available for
Awards under the Plan and in the number and type of Shares subject to Awards
then outstanding and in the option price as to any outstanding options may be
made by the Committee in its sole discretion to give effect to adjustments made
in the number of type of Shares of the Company through a dissolution or
liquidation of the Company, a sale of substantially all of the assets of the
Company, a merger or consolidation of the Company with or into any other
corporation, regardless of whether the Company is the surviving corporation, or
a statutory share exchange involving capital stock of the Company (each of the
foregoing a "Fundamental Change"), recapitalization, reclassification, stock
dividend, stock split, stock combination or other relevant change, provided that
fractional Shares shall be rounded to the nearest whole share.

14. FUNDAMENTAL CHANGE.  In the event of a proposed Fundamental Change, the
Committee may, but shall not be obligated to:

a.  If the Fundamental Change is a merger or consolidation or statutory share
exchange, make appropriate provision for the protection of the outstanding
options granted under the Plan by the substitution, in lieu of such options, of
options to purchase appropriate voting common stock (the "Survivor's Stock") of
the corporation surviving any merger or consolidation or, if appropriate, the
parent corporation of the Company or such surviving corporation, or,
alternatively, by the delivery of a number of shares of the Survivor's Stock
which has a Fair Market Value as of the effective date of the Fundamental Change
equal to the product of (i) the amount by which the Event Proceeds per Share (as
defined in 14(b) below) exceeds the option price per share times (ii) the number
of Shares covered by the option, or

b.  At least ten days prior to the actual effective date of a Fundamental
Change, declare, and provide written notice to each optionee of the declaration,
that each outstanding option, whether or not then exercisable, shall be canceled
at the time of, or immediately prior to the occurrence of the Fundamental Change
(unless it shall have been exercised prior to the occurrence of the Fundamental
Change) in exchange for payment to each option holder, within ten days after the
Fundamental Change, of cash equal to the amount (if any), for each Share covered
by the canceled option, by which the Event Proceeds per Share (as hereinafter
defined) exceeds the exercise price per Share covered by such option.  At the
time of the declaration provided for in the immediately preceding sentence, each
option shall immediately become exercisable in full and each person holding an
option shall have the right, during the period preceding the time of
cancellation of the option, to exercise his option as to all or any part of the
Shares covered thereby.  In the event of a declaration pursuant to this Section
14b, each


                                         IV-9

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outstanding option granted pursuant to the Plan, that shall not have been
exercised prior to the Fundamental Change, shall be canceled at the time of, or
immediately prior to, the Fundamental Change as provided in the declaration, and
the Plan shall terminate at the time of such cancellation, subject to the
payment of obligations of the Company provided in this Section 14b.  For
purposes of this Section 14b, "Event Proceeds" per Share shall mean the cash
plus the Fair Market Value, as determined in good faith by the Committee, of the
non-cash consideration to be received per Share by the shareholders of the
Company upon the occurrence of  the Fundamental Change.

15. ACCELERATION.  Upon the Occurrence of an Event, (i) an option held by a
Participant under this Plan that shall not have expired shall become immediately
exercisable in full, and (ii) all restrictions applicable to outstanding
Restricted Stock Awards shall be deemed to have immediately lapsed.

16. REPURCHASE RIGHTS OF THE COMPANY.

16.1     TERMINATION OF EMPLOYMENT.  If, for any reason, an employee who has
received Shares pursuant to an Award granted hereunder ("Awarded Shares") ceases
to be employed by the Company or a subsidiary, such employee (or his legal
representative or beneficiaries if the employee is deceased or mentally
incapacitated) shall offer such Awarded Shares (including any Shares purchased
subsequent to termination pursuant to the applicable Agreement) for sale to the
Company on the date that such employee ceases to be employed by the Company
and/or a subsidiary or on the date immediately after exercise of an Award
permitted by the applicable Agreement subsequent to termination.

16.2 RIGHT OF FIRST REFUSAL.  In the event that any employee  who has received
Awarded Shares desires to sell, transfer, exchange or otherwise dispose of
(whether by gift or otherwise), or pledge or otherwise encumber, all or any part
of such Awarded Shares, he shall first offer such Shares for sale to the
Company.

16.3 INVOLUNTARY TRANSFER.  In the event of any involuntary transfer of all or
any part of the Awarded Shares by reason of sale pursuant to a levy of
execution, foreclosure of pledge, garnishment, attachment, transfer pursuant to
a divorce decree or other legal process, the transferee or transferees of such
acquired Shares or other successor in title to such Shares shall offer such
Shares for sale to the Company.

16.4 TERMS OF COMPANY PURCHASE.  All offers under this Section 16 shall be made
to the Company at its registered office.  With respect to a proposed transfer
under Subsection 16.2 above, the notice shall contain the name and address of
each person to whom the employee (or his legal representative of beneficiaries)
intends to dispose of or encumber all or any part of the Awarded Shares and the
price and other terms and conditions of the proposed transfer or encumbrance.
In addition, prior to the purchase of Awarded Shares under Subsection 16.2
above, the Company may require evidence of a bona fide offer to purchase or take
a security interest in such Shares.  After receipt of any such written offer
under this Section 16, the Company shall have the option for a period of sixty
(60) days thereafter to purchase, at the price and on the terms specified below,
all but not less than all of the Shares offered to it by accepting such offer in
writing; PROVIDED HOWEVER, that notwithstanding anything to the contrary stated
below, if the employee (or his legal representative or beneficiaries) is
offering such Shares under Subsection 16.2 above,  the Company may instead elect
to purchase such Shares at the price and on the terms and conditions of the
intended sale, exchange or encumbrance as stated in the


                                        IV-10

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employee's (or his legal representative's or beneficiaries') offer, for which
purpose the price of any Shares which the employee (or his legal representative
or beneficiaries) intends to encumber shall be the Fair Market Value of the
property to be received upon the security of such Shares (as determined in good
faith by the Committee); and PROVIDED FURTHER, that notwithstanding anything to
the contrary provided below, the Company may elect to purchase Shares being
offered by a transferee or successor in title to such Shares under Subsection
16.3 above on the terms and conditions under which such Shares were acquired by
the transferee or successor in title to the Shares.

The exercise of any option by the Company pursuant to this Section 16 shall be
by the Company mailing written notice of such exercise to the employee whose
Shares are subject to such option or his legal representative or beneficiaries,
as the case may be, within the applicable 60-day period.  Notice to the employee
shall be addressed to employee's last known address appearing in the personnel
records of the Company, and notice to the employee's legal representative or
beneficiaries shall be addressed to the last known address of such legal
representative or beneficiaries or, if none is known, to the employee's last
known address.

Subject to the alternative purchase prices provided for above, the purchase
price of Awarded Shares purchased pursuant to this Section 16 shall be the Fair
Market Value of such Shares.

The Company, at its option, may elect to pay the entire purchase price for any
shares subject to purchase pursuant to this Section 16 in cash or to make
payment in installments by delivery of a promissory note of the Company,
subordinated to all indebtedness of the Company for money borrowed, payable in
three  equal annual installments, commencing on the date of tender as provided
below, and bearing interest at the rate of ten percent per annum, with optional
prepayment, in whole or in part, by the Company without penalty, at any time.

Within fifteen days after the Company gives notice of exercise of its option as
provided above in this Section 16, the Company shall tender to the employee,
legal representative or beneficiary or other offeror, as the case may be, the
purchase price for such Shares in cash or as otherwise provided above.
Simultaneously with the payment of said purchase price, the employee, legal
representative, beneficiary or other offeror shall deliver the certificate or
certificates representing such Shares to the Company, duly endorsed in blank for
transfer of record upon the books of the Company (accompanied in the case of
purchase from a legal representative or beneficiary by a duly certified copy of
authority), and all assignments and other documents of transfer and release
reasonably required by the Company to effect the transfer  of the Shares to the
Company free and clear of any liens, encumbrances or other defects of title.

In the event that the Company does not exercise any option granted to the
Company pursuant to Subsection 16.2 above, the selling employee may dispose of
the Shares not purchased pursuant to the exercise of such option without regard
to the provisions of this Section 16, but only (a) during a period of 30 days
following the Company's 60-day option period, (b) to the persons or entities
listed in the offer to the Company, and (c) at a price and upon terms not less
advantageous to the selling employee than the price and terms stated in the
offer to the Company.  If the disposition is not consummated within such 30-day
period, such Shares shall again be subject to all the requirements of this
Section 16.

16.5 WRITTEN CONSENT TO AGREEMENT.  No sale, transfer, assignment, exchange or
other disposition of Awarded Shares shall be made by any employee or his legal
representative or beneficiaries to any person (including any individual,
partnership, corporation or other entity) unless and until such person shall
agree in writing to take such Shares subject to, and shall


                                        IV-11

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subscribe to the terms and conditions of, this Section 16.  Any person who
agrees in writing to take Shares subject to, and subscribes to the terms and
conditions of, this Section 16 shall be and become entitled to the benefits of,
and shall be bound by, this Section 16.

17. OTHER BENEFIT AND COMPENSATION PROGRAMS.  Payments and other benefits
received by a Participant under an Award made pursuant to the Plan shall not be
deemed a part of a Participant's regular, recurring compensation for purposes of
the termination, indemnity or severance pay law of any country and shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract or similar arrangement provided by the
Company or a subsidiary unless expressly so provided by such other plan,
contract or arrangement, or unless the Committee expressly determines that an
Award or portion of an Award should be included to accurately reflect
competitive compensation practices or to recognize that an Award has been made
in lieu of a portion of competitive cash compensation.

18. BENEFICIARY UPON PARTICIPANT'S DEATH.  To the extent that the transfer of a
Participant's Award at his death is permitted under an Agreement, (i) a
Participant's Award shall be transferable at his death to the beneficiary, if
any, designated on forms prescribed by and filed with the Committee and (ii)
upon the death of the Participant, such beneficiary shall succeed to the rights
of the Participant to the extent permitted by law.  If no such designation of a
beneficiary has been made, the Participant's legal representative shall succeed
to the Awards which shall be transferable by will or pursuant to laws of descent
and distribution to the extent permitted under an Agreement.

19. GOVERNING LAW.  To the extent that Federal laws do not otherwise control, 
the Plan and all determinations made and actions taken pursuant to the Plan 
shall be governed by the laws of Minnesota and construed accordingly.

                                        IV-12