**Exhibit 10.1**
**AMENDMENT TO SEVERANCE AGREEMENT AND RELEASE**
     **THIS AMENDMENT TO SEVERANCE AGREEMENT AND RELEASE**(the “Amendment”)effective as of July 7, 2003, made and entered into by and between **BARRY R.RUBENS**(the “Executive”) and **CT COMMUNICATIONS, INC.**(the “Company”), acorporation organized under the laws of the State of North Carolina(collectively defined and referred to as the “Parties”);
**WITNESSETH:**
     **WHEREAS**, Executive was formerly employed by the Company at the Company’sConcord, North Carolina offices;
     **WHEREAS**, the Parties previously executed a Severance Agreement and Release(the “Severance Agreement”) in connection with the Executive’s separation fromthe Company; and
     **WHEREAS**, the Parties desire to enter into this Amendment to resolvecertain matters by and between them.
     **NOW**, **THEREFORE**, in exchange for the premises and mutual covenantscontained in this Amendment, the Parties, intending legally to be bound, agreeas follows:
     **1.     Amendment Concerning Severance Pay.**In paragraph 6(b) of theSeverance Agreement and Release, the Company agreed to make certain severancepayments to Executive, some of which may be offset by future earnings. Forand in consideration of the terms of this Amendment, Executive agrees to waiveExecutive’s right to any future severance pay from the Company under paragraph6(b) of the Severance Agreement, and the Parties agree that effectiveimmediately, the Company has no obligation to make any severance payments toExecutive.
     **2.     Release.**In exchange for the terms of this Amendment, the Companyhereby releases Executive, his heirs, executors, legal representatives,administrators, successors and assigns, of and from any and all claims,actions, lawsuits, damages, costs, expenses, and attorney’s fees, concerningand relating to: (a) the work time lost while working for the Company, if any,and business expenses paid by the Company, if any, regarding Executive’sformation and operation of Davidson Telecom Holdings, LLC or any of itsaffiliates (“Davidson”), and (b) the establishment of business relationshipsbetween Davidson and the Mills Corporation (“Mills”) concerning Mills’ St.Louis Mills and Cincinnati Mills projects.
     In exchange for the terms of this Amendment, Executive hereby releases theCompany, its affiliate, subsidiary and parent companies and divisions, as wellas such entities’ respective officers, directors, trustees, employees, agents,predecessors, successors and assigns (collectively, the “Company Releasees”),of and from any and all claims relating to severance or any other pay due orclaimed to be due to Executive by the Company Releasees now or in the future,including claims for wages, severance, costs, expenses, attorney fees, damages,losses or otherwise.
     The Parties agree that this release shall not: (i) release any claimsavailable to the Parties under the Severance Agreement with the exception ofthe claim for severance payments which is released by this Amendment; (ii)affect Executive’s vested and accrued stock options or restricted shares, orvested rights as a participant in the Company sponsored 401(k), pension or SERPplan; (iii) affect Executive’s right to exercise any conversion rights providedto Executive in the Company’s insurance and benefits plans, if any; (iv) affectany rights or claims that may arise out of events occurring after the date thisAmendment is signed, including for claims for breach of any provision of thisAmendment, except that it is understood that Executive shall not have the rightto any further severance payments of any kind from the Company; (v) affect theadditional on-going obligations described in the Severance Agreement, whichincludes all non-compete and confidentiality obligations in favor of theCompany.
 

 

     **3.     Executive’s Representation.**Executive hereby represents and warrantsthat he is in compliance with and has not violated his non-compete obligationsto the Company, either before or since his separation from employment with theCompany, that he has not violated any of his obligations under the SeveranceAgreement, and that he will continue to comply with all such obligations in thefuture.
     **4.     Agreement Confidentiality.**The Parties agree that the terms of theSeverance Agreement shall continue to be confidential as set forth in thatagreement, except that it is not necessary for the parties to keep confidentialthe terms of this Amendment, which in principal part requires no furtherseverance payments to be made by the Company to Executive.
     **5.     No Admissions.**This Amendment does not constitute any admission by theCompany or Executive of any misconduct or liability and the Parties enter intothis Amendment solely to resolve matters between the Parties in an amicablefashion.
     **6.     Governing Law.**The Parties agree that this Amendment shall be deemedto be a contract made under, and for all purposes shall be governed by andconstrued in accordance with, the internal laws and judicial decisions of theState of North Carolina.
     **7.     Entire Agreement.**This Amendment constitutes the entire agreementamong the Parties pertaining to the subject matter contained in it, supersedesany and all prior drafts of the Parties regarding this Amendment, and shall notbe modified or amended unless executed in writing by each of the Parties tothis Amendment; provided further, nothing contained in this Amendment shall beconstrued to prevent the Company from instituting an action or claim in court,or such other forum as may be appropriate, to enforce the terms of theconfidentiality, non-compete and other obligations of Executive set forth inthe Change In Control Agreement or any similar agreement or policy relating tothe Company’s confidential or proprietary business information or tradesecrets, to protect the Company’s proprietary or confidential businessinformation or trade secrets, to enforce or protect the Company’s patent,copyright, trademark or trade name rights, to redress claims of productdisparagement or trade libel, or to protect the Company’s reasonable businessrelations.
     **IN WITNESS WHEREOF**, this Amendment, as negotiated between counsel for theparties, is presented by the Company, to remain open as an offer until July 7,2003, and, if accepted, this Amendment is signed voluntarily by Executive.        **EXECUTIVE** **CT COMMUNICATIONS, INC**   /s/ Barry R. Rubens By: /s/ Richard L.Garner, Jr. (SEAL)     Barry R. Rubens              Date: 7/7/03 Title: Vice President