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EXHIBIT 10.28

AGREEMENT

THIS AGREEMENT is made and entered into as of the
10th day of March, 2003 by and between CT COMMUNICATIONS,
INC.(the Company), a North Carolina
corporation, and Matthew J. Dowd(Employee),
an individual residing in Lincoln County, North Carolina;

WHEREAS,the
Employee is a valued employee of the Company or one of the
Companys subsidiaries, and in order to induce the Employee
to continue employment with the Company and to enhance the
Employees job security, the Company desires to provide
compensation to the Employee in the event the Employees
employment is terminated following a change in control of the
Company, as hereinafter provided; and

WHEREAS,because the
Employee has or will become familiar with the Companys
products, relationships, trade secrets and confidential
information relating to both the Companys and its
customers business, products, processes and development
and may generate or have generated confidential information, the
Company wishes to protect its long-term interests by having the
Employee enter into non-disclosure and non-competition covenants;

NOW, THEREFORE,in
consideration of the terms contained herein, including the
compensation the Company agrees to pay to the Employee upon
certain events, the Employees continued employment with
the Company, the Employees covenants and other good and
valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Employee agree as
follows:

I.     TERMINATION
FOLLOWING A CHANGE IN CONTROL

A. If a Change in Control (as defined in
Section IA(iii) hereof) occurs and if, within two years
following the Change in Control, the employment of the Employee
is terminated (A) by the Company other than for Cause (as
defined in Section IA(i) hereof), or (B) by the
Employee for Good Reason (as defined in Section IA(ii)
hereof), the Employees Compensation (as defined in
Section IA(iv) hereof) shall continue to be paid in monthly
installments, subject to applicable withholdings, by the Company
for a period of twelve (12) months following such
termination of employment. In lieu of receiving payment of
Compensation for such 12-month period in installments, the
Employee may elect, at any time prior to the earlier to occur of
a Change in Control or action by the Board of Directors of the
Company (the Board) with respect to an event which
would, upon consummation, result in a Change in Control (which
election shall be evidenced by notice filed with the Company),
to be paid the present value of any such Compensation in a lump
sum within 30 days of termination of the Employees
employment under circumstances entitling such Employee to
Compensation hereunder. The calculation of the amount due shall
be made by the independent accounting firm then performing the
Companys independent audit, and such calculation,
including but not limited to any discount factor used to
determine present value, shall be conclusive.

For purposes of this Agreement, the following
terms shall have the meanings indicated:



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| | (i) Cause. Termination by the Company
    for Cause shall mean termination with the approval
    of the Board (A) because of willful misconduct of a
    material nature by the Employee in connection with the
    performance of his duties as an employee; (B) because of
    the Employees use of alcohol or illegal drugs that affects
    his ability to perform his assigned duties as an employee;
    (C) because of the Employees conviction of a felony
    or serious misdemeanor involving moral turpitude;
    (D) because of the Employees embezzlement or theft
    from the Company; (E) because of the Employees gross
    inattention to or dereliction of duty; or (F) because of
    performance by the Employee of any other willful act(s) which
    the Employee knew or reasonably should have known would be
    materially detrimental to the Company; provided, however, that
    prior to the determination by the Board that Cause
    as described in A, E or F above has occurred, the Board shall
    (1) provide to the Employee



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| | in writing, in reasonable detail, the reasons for
    the Boards determination that such Cause
    exists, (2) afford the Employee a reasonable opportunity to
    remedy any such breach, (3) provide the Employee an
    opportunity to be heard at the Board meeting where the final
    decision to terminate the Employees employment hereunder
    for such Cause is to be considered, and
    (4) make any decision that such Cause exists in
    good faith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (ii) Good Reason. Termination by the
    Employee for Good Reason shall mean (A) a
    material reduction in the Employees position, duties,
    responsibilities or status as in effect immediately preceding
    the Change in Control, or a change in the Employees title
    resulting in a material reduction in his responsibilities or
    position with the Company as in effect immediately preceding the
    Change in Control, in either case without the Employees
    consent, but excluding for this purpose any isolated,
    insubstantial and inadvertent action not taken in bad faith and
    which is remedied promptly by the Company after receiving notice
    from the Employee and further excluding any such reductions or
    changes made in good faith to conform with generally accepted
    industry standards for the Employees position; (B) a
    reduction in the rate of the Employees base salary as in
    effect immediately preceding the Change in Control or a decrease
    in any bonus amount to which the Employee was entitled pursuant
    to the Companys bonus or incentive plans at the end of the
    fiscal year immediately preceding the Change in Control, in
    either case without the Employees consent; provided,
    however, that a decrease in the Employees bonus amount
    shall not constitute Good Reason and nothing herein
    shall be construed to guarantee such bonus awards if
    performance, either by the Company or the Employee, is below
    such targets as may reasonably and in good faith be set forth in
    such bonus or incentive plans; or (C) the relocation of the
    Employee, without his consent, to a location outside a 30 mile
    radius of Concord, North Carolina, following a Change in Control.
|
| | (iii) Change in Control. For purposes
    of this Agreement, Change in Control shall mean
    (A) the consummation of a merger, consolidation, share
    exchange or similar transaction of the Company with any other
    corporation, entity or group, as a result of which the holders
    of the voting capital stock of the Company as a group would
    receive less than 50% of the voting capital stock of the
    surviving or resulting corporation; (B) the consummation of
    an agreement providing for the sale or transfer (other than as
    security for obligations of the Company) of substantially all
    the assets of the Company; or (C) in the absence of a prior
    expression of approval by the Board, the acquisition except by
    inheritance or devise of more than 20% of the Companys
    voting capital stock by any person within the meaning of
    Section 13(d)(3) of the Securities Exchange Act of 1934, as
    amended, other than a person, or group including a person, who
    beneficially owned, as of the date of this Agreement, more than
    5% of the Companys voting stock or equity, except that
    transactions between the Company and any affiliate or subsidiary
    of the Company and transactions between the Company and any
    employee stock ownership plan shall not be deemed a Change
    in Control as described in A, B or C above.                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iv) Compensation. The
    Employees Compensation shall consist of the following:
    (A) the Employees annual base salary, as paid by the
    Company, in effect immediately preceding the Change in Control
    plus (B) an annual bonus equal to the average bonus
    (calculated as a percentage of base salary, without regard to
    vesting schedules or restrictions on the bonus compensation and
    converting all post-employment payments in stock and stock
    options to a cash present value) paid by the Company for each
    one-year performance period (often referred to as the
    annual incentive program) to the Employee for the
    three (3) most recent fiscal years ending prior to such
    Change in Control pursuant to the Companys incentive and
    bonus plans or, if the relevant bonus program has not existed
    for three (3) years preceding the Change of Control, an
    amount equal to the estimated average bonus as calculated by the
    independent accounting firm then performing the Companys
    independent audit, which calculation shall be conclusive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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B. Upon termination of the Employees
employment entitling the Employee to Compensation set forth in
Section IA hereof, and for the 12-month period following
such termination of employment (unless terminated sooner as
provided herein), the Company shall:



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| | (i) maintain in full force and effect for
    the continued benefit of the Employee medical insurance
    (including coverage for the Employees dependents to the
    extent dependent coverage is provided by the Company for its
    employees generally) under such medical insurance plans and
    programs in which the Employee was entitled to participate
    immediately prior to the date of such termination of employment,
    provided that the Employees continued participation is
    possible under the general terms and provisions of such plans
    and programs. During such period, the Company will pay the
    Employees portion, if any, of such medical insurance
    premiums that may be required, and the Employees
    termination of employment at the beginning of the period shall
    not constitute a qualifying event under the
    Consolidated Omnibus Budget Reconciliation Act of 1985
    (COBRA). At the conclusion of such period, the
    Employee shall be entitled to full rights to continued medical
    insurance coverage as provided under COBRA, if eligible. In the
    event that the Employees participation in any such plan or
    program is barred for any reason, the Company shall arrange to
    provide the Employee with medical insurance benefits for such
    12-month period substantially similar to those which the
    Employee would otherwise have been entitled to receive under
    such plans and programs from which his continued participation
    is barred; provided, however, in no event will the Employee
    receive from the Company the medical insurance contemplated by
    this Section IB if the Employee receives comparable
    insurance from any other source;
|
| | (ii) permit the Employee to participate in
    all qualified retirement plans, including without limitation the
    Companys pension plan and salary-reduction defined
    contribution plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (iii) maintain in full force and effect for
    the continued benefit of the Employee the Employees life
    insurance (both basic and supplemental, if applicable); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (iv) maintain in full force and effect for
    the continued benefit of the Employee the Employees short
    term disability and long term disability insurance policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

C. Upon termination of the Employees
employment entitling the Employee to Compensation as set forth
in Section IA hereof, the Employee will become immediately
vested in any and all stock options and shares of restricted
stock previously granted to him by the Company notwithstanding
any provision to the contrary of any plan under which the
options or restricted stock are granted. Any accrued but
ungranted stock options or restricted stock shall also be fully
vested upon grant to the Employee. The Employee may exercise
such options only at the times and in the method described in
such options. All restrictions on shares of the Companys
stock granted under any plan shall lapse upon a Change of
Control. The Company will amend such options or plans in any
manner necessary to facilitate the provisions of this
Section IC.

D. It is the intention of the Company and
the Employee that no portion of the payment made under this
Agreement, or payments to or for the Employee under any other
agreement or plan, be deemed to be an excess parachute payment
as defined in the Internal Revenue Code of 1986, as amended (the
Code) section 280G or any successor provision.
The Company and the Employee agree that the present value of any
payment hereunder and any other payment to or for the benefit of
the Employee in the nature of compensation, receipt of which is
contingent on a Change in Control of the Company, and to which
Code section 280G or any successor provision thereto
applies, shall not exceed an amount equal to one dollar less
than the maximum amount that the Employee may receive without
becoming subject to the tax imposed by Code section 4999 or
any successor provision or which the Company may pay without
loss of deduction under Code section 280G or any successor
provisions. Present value for purposes of this Agreement shall
be calculated in accordance with Code section 1274(b)(2) or
any successor provision. In the event that the provisions of
Code sections 280G and 4999 or any successor provisions are
repealed without succession, this Section ID shall be of no
further force or effect.



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E. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation,
share exchange or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and
substance satisfactory to the Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if
no such succession had taken place. Failure of the Company to
obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle
the Employee to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the date the
Employees employment was terminated. As used in this
Agreement, Company shall mean the Company as defined
herein and any successor to its business and/or assets as
aforesaid that executes and delivers the agreement provided for
in this Section IE or that otherwise becomes bound by the
all terms and provisions of this Agreement by operation of law.

F. Except as elected by the Employee with
the prior consent of the Company, all payments provided for
under this Section I shall be paid in cash (including the
cash values of stock options or restricted stock, if any) from
the general funds of the Company, and no special or separate
fund shall be established, and no other segregation of assets
shall be made to assure payment, except as provided to the
contrary in funded benefits plans. The Employee shall have no
right, title or interest whatsoever in or to any investments
that the Company may make to aid the Company in meeting its
obligations under this Section I. Nothing contained herein,
and no action taken pursuant to the provisions hereof, shall
create or be construed to create a trust of any kind or a
fiduciary relationship between the Company and the Employee or
any other person. To the extent that any person acquires a right
to receive payments from the Company hereunder, such right shall
be no greater than the right of an unsecured creditor of the
Company.

G. Following the Employees termination
as a result of a Change in Control, the Corporation agrees
(i) to indemnify, defend and hold harmless the Employee
from and against any liabilities other than those contained in
Section II and III hereof and crimes committed by the
Employee against the Company to which he may be subject as a
result of his service as an officer or director of the Company
or as an officer or director of any of the Companys
subsidiaries or affiliates, and (ii) to indemnify the
Employee for all costs, including attorneys fees and other
professional fees and disbursements, of (a) any legal
action brought or threatened against him as a result of such
employment, or (b) any legal action in which the Employee
is compelled to give testimony as a result of his employment
hereunder, to the fullest extent permitted by, and subject to
the limitations of, the laws of the state of North Carolina.

H. In the event that any dispute shall arise
between the Employee and the Company relating to his rights
under this Agreement following a Change in Control, and it is
determined by agreement between the parties, or by a final
judgment of a court of competent jurisdiction that is no longer
subject to appeal, that the Employee has been substantially
successful in his claims, then reasonable legal fees and
disbursements of the Employee in connection with such dispute
shall be paid by the Company.

I. Following the employees termination
as a result of a Change in Control, the Employee shall be
entitled to receive outplacement assistance for a period of six
(6) months at the Companys expense.

II.     COVENANT NOT
TO DISCLOSE CONFIDENTIAL INFORMATION

A. The Employee understands that his
position with the Company is one of trust and confidence because
of the Employees access to trade secrets and confidential
and proprietary business information. The Employee pledges his
best efforts and utmost diligence to protect and keep
confidential the trade secrets and confidential or proprietary
business information of the Company.

B. Unless required by the Company in
connection with his employment or with the Companys
express written consent, the Employee agrees that he will not,
either during his employment or afterwards, directly or
indirectly, use, misappropriate, disclose or aid anyone else in
disclosing to any third party for



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the Employees own benefit or the benefit of
another all or any part of any of the Companys trade
secrets or confidential or proprietary information, whether or
not the information is acquired, learned, or developed by the
Employee alone or in conjunction with others. The Employee makes
the same pledge with regard to the confidential information of
the Companys customers, contractors, or others with whom
the Company has a business relationship.


C. The Employee understands that trade
secrets and confidential or proprietary information, for
purposes of this Agreement, shall include, but not be limited
to, any and all versions of the Companys computer
software, hardware, and documentation; all methods, processes,
techniques, practices, product designs, pricing information,
billing histories, customer requirements, customer lists,
employee lists and salary/ commission information, personnel
matters, financial data, operating results, plans, contractual
relationships, and projections for business opportunities for
new or developing business of the Company; and all other
confidential or proprietary information, patents, ideas,
know-how and trade secrets which are in the possession of the
Company, no matter what the source, including any such
information that the Company obtains from a customer, contractor
or another party or entity and that the Company treats or
designates as confidential or proprietary information, whether
or not such information is owned or was developed by the Company.

D. The Employee also agrees that all notes,
records (including all computer and electronic records),
software, drawings, handbooks, manuals, policies, contracts,
memoranda, sales files, customer lists, employee lists or other
documents that are made or compiled by the Employee, or which
were available to the Employee while he was employed at the
Company, in whatever form, including but not limited to all such
documents and data concerning any processes, inventions,
services or products used or developed by the Employee during
his employment, shall be the property of the Company. The
Employee further agrees to deliver and make available all such
documents and data to the Company, regardless of how stored or
maintained and including all originals, copies and compilations
thereof, upon the separation of his employment, for any reason,
or at any other time at the Companys request.

E. The Employee understands that the Company
expects him to respect any trade secrets or confidential
information of any of the Employees former employers,
business associates, or other business relationships. The
Employee also agrees to respect the Companys express
direction to the Employee not to disclose to the Company, its
officers, or any of its employees any such information so long
as it remains confidential.

F. The Employee understands that the secrecy
of certain communications is protected by state and federal
laws, and that violations of the Federal Communications Act may
subject the Employee to fines of up to $10,000, or imprisonment
for up to ten years, or both. Therefore, the Employee agrees
that the following restrictions apply to all modes of
communications during the duration of the Employees
employment with the Company:



| |                                                                                                                                                                                                                                                                                                                                                                                                        
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| | 1. The Employee will not divulge to any
    unauthorized person any knowledge that he may have regarding
    communication arrangements between the Company and its customers.                                                                                                                                                                                                                         
|
| | 2. Except as required by the daily
    performance of his duties, the Employee will not give to any
    individual or group any information whatsoever regarding the
    location of telecommunications equipment, trunks, cables,
    circuits, etc., or regarding the installation of the
    Companys central office equipment, or any information
    regarding the Companys plant or facilities.
|
| | 3. Except as required in the performance of
    his duties with the Company, the Employee will not listen in on
    any telephone conversation in any form, nor disclose to any
    unauthorized individual or group any part of any telephone
    conversation which the Employee may overhear in the performance
    of his duties.                                                                  
|
| | 4. The Employee will not discuss with his
    family, friends or acquaintances any information gained through
    his employment with the Company regarding military
    installations, communications, filter centers or other
    communication procedures and equipment relating to national
    security.                                                                                          



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| | 5. The Employee will not divulge to any
    unauthorized individual or group the existence, substance,
    purport, effect of meaning of any communication between the
    Companys customers.
|
| | 6. The Employee will promptly refer to his
    supervisor any unauthorized request regarding telephone
    communications.                                                                     

III.     COVENANT NOT
TO COMPETE

A. For and in consideration of this
Agreement, the change in control protection contained herein and
the Employees continued employment with the Company, the
Employee agrees that, unless specifically authorized by the
Company in writing, the Employee will not during his employment
with the Company and for a period of one year after his
employment with the Company has terminated or ended (whatever
the reason for the end of the employment relationship):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Engage in any Competitive
    Activity (as defined below) within the Restricted
    Territory (as defined below); and/or                                                                                                                                                                                                                                                                                                                                                                  
|
| | 2. Serve as an employee, director, owner,
    partner, contractor, consultant or agent of, or own any interest
    in (except for ownership of a minor percentage of stock in a
    public competitor), any person, firm or corporation
    that engages in Competitive Activity within the
    Restricted Territory; and/or                                                                                                                                                               
|
| | 3. Engage in any Competitive
    Activity with, for or towards or divert, attempt to divert
    or direct others to divert any business of the Company from an
    existing Company customer, a joint venturer or other business
    partner of the Company (hereinafter referred to as an
    affiliate), or from a potential customer identified
    through leads or relationships developed during the
    Employees employment with the Company, within the
    Restricted Territory.

B. Furthermore, the Employee will not during
his employment with the Company and for a period of two years
after his employment with the Company has terminated or ended
(whatever the reason for the end of the employment relationship)
solicit or hire for employment or as an independent contractor
any employee of the Company, or solicit, assist, induce,
recruit, or assist or induce anyone else to recruit or cause
another person in the employ of the Company or any of the
Companys affiliates to leave his employment with the
Company or affiliate for the purpose of joining, associating, or
becoming employed with any business or activity with which the
Employee is or expects to be directly or indirectly associated
or employed.

C. Competitive Activity means:
(1) the business activities engaged in by the Company
during the Employees employment with the Company,
including the sales, marketing, distribution and provision of
telecommunications services, equipment or other products of the
type of which the Employee sold or was involved during his
employment with the Company; and/or (2) the performance of
any other business activities competitive with the Company for
or on behalf of any telecommunications entity.

D. Restricted Territory means:
(1) the geographic area encompassing a seventy-five
(75) mile radius of Concord, North Carolina; and/or
(2) any Metropolitan Statistical Area (as defined by the
United States Department of Commerce) from which the Company
generated at least two percent (2%) of its gross annual revenue
during the last two calendar years before the end of the
Employees employment with the Company.

IV.     ACKNOWLEDGMENTS
BY EMPLOYEE

A. The Employee acknowledges that the
restrictions placed upon him by this Agreement are reasonable
given the nature of the Employees position with the
Company, the area in which the Company markets its products and
services, and the consideration provided by the Company to the
Employee pursuant to this Agreement. Specifically, the Employee
acknowledges that the length of the Covenant Not



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to Compete in Section III is reasonable and
that the definitions of Competitive Activity and
Restricted Territory are reasonable.


B. The Employee agrees that in the event of
any breach or threatened breach of the provisions of
Section II and III hereof by the Employee, the
Companys remedies at law would be inadequate, and the
Company shall be entitled to an injunction (without any bond or
other security being required), restraining such breach, and
costs and attorneys fees relating to any such proceeding
or any other legal action to enforce the provisions of this
Agreement, but nothing herein shall be construed to preclude the
Company from pursuing any other remedies at law or in equity
available to it for any such breach or threatened breach.
Moreover, the Employee also agrees that if the Employee breaches
any of Sections II or III above, the Employee shall be
required to refund to the Company and the Company shall be
entitled to recover of the Employee 90% of the amount of the
Employees Compensation (as defined in Section IA(iv)
herein) for a Change in Control already paid to the Employee by
the Company under this Agreement at the time of the breach, and
the Employee shall forfeit at the time of the breach the right
to any additional payments or benefits under this Agreement,
except that if the breach occurs before the payments set forth
in Section IA are made, the Employee shall be entitled to
receive the first monthly payment set forth in Section IA,
if generally eligible under Section I, and nothing more. In
such case, the Employee and the Company agree that the
confidential information and non-compete obligations contained
in this Agreement shall remain valid and enforceable based upon
the consideration actually paid.

C. The Employee acknowledges that all of the
provisions of the Agreement are fair and necessary to protect
the interests of the Company. Accordingly, the Employee agrees
not to contest the validity or enforceability of Section II
or Section III hereof and agrees that if any court should
hold any provision of Section II or Section III hereof
to be unenforceable, the remaining provisions will nonetheless
be enforceable according to their terms. Further, if any
provision or subsection is held to be overly broad as written,
the Employee agrees that a court should view the above
provisions and subsections as separable and uphold those
separable provisions and subsections deemed to be reasonable.

D. The Employee understands that every
provision of this Agreement is severable from each other
provision of this Agreement. Therefore, if any provision of this
Agreement is held invalid or unenforceable, every other
provision of this Agreement will continue to be fully valid and
enforceable. In the event that any provision of this Agreement
is determined by a court of competent jurisdiction to be void or
unenforceable, the Employee and the Company agree that such
provision shall be enforced to the extent reasonable under the
circumstances and that all other provisions shall be enforceable
to the fullest extent permissible by law. The Employee and the
Company further agree that, if any court makes such a
determination, such court shall have the power to reduce the
duration, scope and/or area of such provisions and/or delete
specific words and phrases by blue penciling and, in
its reduced or blue penciled form, such provisions shall then be
enforceable as allowed by law.

V.     MISCELLANEOUS

A. The Employee shall have no right to
receive any payment hereunder except following a Change of
Control as determined pursuant to Section I. Nothing
contained in this Agreement shall confer upon the Employee any
right to continued employment by the Company or shall interfere
in any way with the right of the Company to terminate his
employment at any time for any/or no reason. The provisions of
this Agreement shall not affect in any way the right or power of
the Company to change its business structure or to effect a
merger, consolidation, share exchange or similar transaction, or
to dissolve or liquidate, or sell or transfer all or part of its
business or assets.

B. The Employee understands that his
obligations under this Agreement will continue whether or not
his employment with the Company is terminated voluntarily or
involuntarily, or with or without cause.

C. This Agreement replaces any previous
agreement relating to the same or similar subject matter which
the Employee and the Company may have entered into with the
Company with respect to the Employees employment by the
Company. This Agreement may not be changed in any detail by any



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verbal statement, representation, or other
agreement made by any other Company employee, or by any written
document signed by any Company employee, other than a Company
officer.


D. The Employee agrees that the
Companys waiver of any default by the Employer shall not
constitute a waiver of its rights under this Agreement with
respect to any subsequent default by the Employee. No waiver of
any provision of this Agreement shall be valid unless in writing
and signed by all parties.

E. This Agreement shall be binding upon, and
inure to the benefit of, the Employee and the Company and their
respective permitted successors and assigns. Neither this
Agreement nor any right or interest hereunder shall be
assignable by the Employee, his beneficiaries, or legal
representatives without the Companys prior written consent.

F. Where appropriate as used in this Plan,
the masculine shall include the feminine.

G. This Agreement has been executed and
delivered in the State of North Carolina, and the laws of the
State of North Carolina shall govern its validity,
interpretation, performance and enforcement.

IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto effective
as of the day and year first above stated.



| |                        
| | -----------------------
| | CT COMMUNICATIONS, INC.



| |     |                           
| | --- | --------------------------
| | By: | /s/ RICHARD L. GARNER, JR.

| |                       
| | ----------------------
| |                       
| | Richard L. Garner, Jr.
|
| | EMPLOYEE:             

| |                                    |  |       
| | ---------------------------------- |  | ------
| | /s/ MATTHEW J. DOWDMatthew J. Dowd |  | (Seal)