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                                                                    EXHIBIT 10.4



                                                                 DIRECTOR OPTION


                             CT COMMUNICATIONS, INC.
                 AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT


CT Communications, Inc., a North Carolina corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, (the "Stock") to the
optionee named below. The terms and conditions of the option are set forth in
this cover sheet, in the attachment and in the Company's Amended and Restated
2001 Stock Incentive Plan (the "Plan").

Grant Date:  ______ __, 2004

Name of Optionee:  _________________________________________________

Optionee's Social Security Number:   _____-____-_____

Number of Shares Covered by Option:  ___

Option Price per Share:  $__.__

         BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS AVAILABLE FROM THE COMPANY'S HUMAN RESOURCES DEPARTMENT UPON REQUEST. YOU
ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE THAT THE PLAN
WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE
INCONSISTENT.


Optionee:
            --------------------------------------------------------------------
                                      (Signature)

Company:
            --------------------------------------------------------------------
                                      (Signature)

Title:
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Attachment

           This is not a stock certificate or a negotiable instrument.



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                             CT COMMUNICATIONS, INC.
                 AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

                NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR


NON-QUALIFIED              This option is not intended to be an incentive stock
STOCK OPTION               option under Section 422 of the Internal Revenue Code
                           and will be interpreted accordingly.

VESTING                    This option is 100% vested as of the Grant Date.

TERM                       Your option will expire at the close of business at
                           Company headquarters on the day before the 5th
                           anniversary of the Grant Date, as shown on the cover
                           sheet.

TERMINATION OF SERVICE     If your Service terminates for any reason, you, or in
AS A DIRECTOR              the event of your death  your estate or heirs, may
                           exercise your option during its remaining term.

NOTICE OF EXERCISE         When you wish to exercise this option, you must
                           follow the procedures establishes by the Company and
                           its agent including filing the proper "Notice of
                           Election to Exercise Stock Option" form at the
                           address given on the form. If someone else wants to
                           exercise this option after your death, that person
                           must prove to the Company's satisfaction that he or
                           she is entitled to do so.

FORM OF PAYMENT            When you submit your notice of exercise, you must
                           include payment of the option price for the shares
                           you are purchasing. Payment may be made in one (or a
                           combination) of the following forms:

                           -        Cash, your personal check, a cashier's
                                    check, a money order or another cash
                                    equivalent acceptable to the Company.

                           -        Shares of Stock which have already been
                                    owned by you for more than six months and
                                    which are surrendered to the Company. The
                                    value of the shares, determined as of the
                                    effective date of the option exercise, will
                                    be applied to the option price.

                           -        By delivery (on a form prescribed by the
                                    Company) of an irrevocable direction to a
                                    licensed securities broker acceptable to the
                                    Company to sell Stock and to deliver all or
                                    part of the sale proceeds to the Company in
                                    payment of the aggregate option price and
                                    any withholding taxes.



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TRANSFER OF OPTION         During your lifetime, only you (or, in the event of
                           your legal incapacity or incompetency, your guardian
                           or legal representative) may exercise the option. You
                           cannot transfer or assign this option. For instance,
                           you may not sell this option or use it as security
                           for a loan. If you attempt to do any of these things,
                           this option will immediately become invalid. You may,
                           however, dispose of this option in your will or it
                           may be transferred upon your death by the laws of
                           descent and distribution.

                           Regardless of any marital property settlement
                           agreement, the Company is not obligated to honor a
                           notice of exercise from your spouse, nor is the
                           Company obligated to recognize your spouse's interest
                           in your option in any other way.

RETENTION RIGHTS           Neither your option nor this Agreement give you the
                           right to be retained by the Company (or any Parent,
                           Subsidiaries or Affiliates) in any capacity. The
                           Company (and any Parent, Subsidiaries or Affiliates)
                           reserve the right to terminate your Service at any
                           time and for any reason.

SHAREHOLDER RIGHTS         You, or your estate or heirs, have no rights as a
                           shareholder of the Company until a certificate for
                           your option's shares has been issued (or an
                           appropriate book entry has been made). No adjustments
                           are made for dividends or other rights if the
                           applicable record date occurs before your stock
                           certificate is issued (or an appropriate book entry
                           has been made), except as described in the Plan.

ADJUSTMENTS                In the event of a stock split, a stock dividend or a
                           similar change in the Stock, the number of shares
                           covered by this option and the option price per share
                           shall be adjusted (and rounded down to the nearest
                           whole number) if required pursuant to the Plan. Your
                           option shall be subject to the terms of the agreement
                           of merger, liquidation or reorganization in the event
                           the Company is subject to such corporate activity.

APPLICABLE LAW             This Agreement will be interpreted and enforced under
                           the laws of the State of North Carolina, other than
                           any conflicts or choice of law rule or principle that
                           might otherwise refer construction or interpretation
                           of this Agreement to the substantive law of another
                           jurisdiction.




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THE PLAN                   The text of the Plan is incorporated in this
                           Agreement by reference. Certain capitalized terms
                           used in this Agreement are defined in the Plan, and
                           have the meaning set forth in the Plan.

                           This Agreement and the Plan constitute the entire
                           understanding between you and the Company regarding
                           this option. Any prior agreements, commitments or
                           negotiations concerning this option are superseded.

CONSENT TO ELECTRONIC      The Company may choose to deliver certain statutory
DELIVERY                   materials relating to the Plan in electronic form. By
                           accepting this option grant you agree that the
                           Company may deliver the Plan prospectus and the
                           Company's annual report to you in an electronic
                           format. If at any time you would prefer to receive
                           paper copies of these documents, as you are entitled
                           to, the Company would be pleased to provide copies.
                           Please contact the Company's investor relations
                           department to request paper copies of these documents


              BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
              THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.







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