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                                                                 Regulation S-K
                                                                Reference 10(m)


                              HICKORY TECH CORPORATION
                            DIRECTORS' STOCK OPTION PLAN

1.    Purpose of the Plan.  The purpose of this Hickory Tech Corporation
Directors' Stock Option Plan is to attract and retain the best available
individuals for service as Directors of the Company and to provide additional
incentive to the Outside Directors of the Company to serve as Directors.

2.     Definitions.

          (a)  "Board" shall mean the Board of Directors of the Company.
          (b)  "Common Stock" shall mean the Common Stock of the Company.
          (c)  "Company" shall mean Hickory Tech 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 the Company or any parent or subsidiary of
          the Company.
          (f)  "Fair Market Value" shall have the meaning set
          forth in Section 7.
          (g)  "GAAP" shall mean generally accepted
          accounting principles in the United States in effect from time to
          time.
          (h)  "Option" shall mean a stock option granted pursuant to
          the Plan.
          (i)  "Optionee" shall mean an Outside Director who
          receives an Option.
          (j)  "Outside Director" shall mean a Director
          who is not an Employee.
          (k)  "Performance Criteria" shall mean,
          for a given fiscal year, both (A) consolidated return on equity
          of 15% based on beginning shareholders' equity, and (B) a 10%
          increase in the Company's pre-tax net income over the fiscal year
          immediately preceding the given fiscal year. The Performance
          Criteria shall be determined in accordance with GAAP based solely
          on the audited financial statements of the Company for the
          relevant fiscal years.
          (l)  "Plan" shall mean this Directors'
          Stock Option Plan.
          (m)  "Shares" shall mean shares of the Common
          Stock.

3.     Shares Subject to the Plan.  Subject to Section 10, the maximum
aggregate number of Shares that may be optioned and sold under the Plan is
100,000 shares of Common Stock. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares that were subject thereto shall become available for future
grant under the Plan.

4.     Grants of Option under the Plan.  On the date of the close of the audit
following each of the fiscal years in which the Company satisfies the
Performance Criteria, each Outside Director shall automatically receive an
Option to purchase 1,000 Shares at fair market value on the date of grant. Each
Option shall be for a term of ten years.

5.     Powers of the Board.  Subject to the provisions and restrictions of the
Plan, the Board shall have the authority, in its discretion: (i) to determine
the fair market value of the Common Stock; (ii) to interpret the Plan; (iii) to
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option granted hereunder; and (iv) to make all
other determinations deemed necessary or advisable for the administration of the
Plan. All decisions, determinations and interpretations of the Board shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan.

6.     Effective Date of Plan.  The Plan shall become effective upon its
approval by the shareholders of the Company as described in Section 15.


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7.     Fair Market Value.  The fair market value of a Share shall be, in the
event the Common Stock is traded on the Nasdaq National Market System or listed
on a stock exchange, the average closing sale price on such system or exchange
during the five trading days on which there was actual trading ending on the
trading day on which there was actual trading immediately preceding the date of
grant of the Option, as reported in The Wall Street Journal. In the event the
Common Stock is not so traded or listed, the Board shall determine fair market
value.

8.     Exercise of Option.
  (a)  Procedure for Exercise; Rights as a Shareholder.  An Option shall be
deemed to be exercised when written notice of such exercise has been given to
the Company by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by
the Company. Until the issuance of the stock certificate evidencing the Shares
so purchased, the purchaser shall have no right to vote or receive dividends or
any other rights as a shareholder. A share certificate for the number of Shares
purchased shall be issued to the Optionee as soon as practicable after exercise
of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10.

  (b)  Death of Optionee.  Notwithstanding Section 8(a) in the event of the
death of an Optionee, the Option may be exercised at any time within six months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance.

9.   Non-Transferability of Options.  The Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

10.  Adjustments Upon Changes in Capitalization, Dissolution or Merger.  In
the event that the number of outstanding shares of Common Stock of the
Company is changed by a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of
the Company without consideration, the number of Shares available under this
Plan and the number of Shares subject to outstanding Options and the
exercise price per share of such Options shall be proportionally adjusted.
Such adjustment shall be made by the Board, whose determination in that
respect shall be conclusive.

11.  Amendment and Termination of the Plan.
       (a) Amendment and  Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuance shall be made which would impair the rights of
any Optionee under any grant therefore made, without his or her consent.

       (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.

12.  Conditions Upon Issuance of Shares. As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares, if, in the opinion of counsel for the Company,
such a representation is required by law.

13.  Reservation of Shares.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares available for
issuance pursuant to this Plan as


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shall be sufficient to satisfy the requirements of the Plan.

14.  Option Agreement.  Option may, but need not, be evidenced by written
option agreements in such form as the Board shall approve.

15.  Shareholder Approval.  The Plan shall be subject to approval by the
shareholders of the Company.


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