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                                                                    EXHIBIT 10.2


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

                        INCENTIVE 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:  $_____.___ (AT LEAST 100% OF FAIR MARKET VALUE)

Vesting Start Date: _________________, ____

         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:
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                                        (Signature)

             Title:
                     -----------------------------------------------------------


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

                        INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE STOCK OPTION     This option is intended to be an incentive stock
                           option under Section 422 of the Internal Revenue Code
                           and will be interpreted accordingly. If you cease to
                           be an employee of the Company, its parent or a
                           subsidiary ("Employee") but continue to provide
                           Service, this option will be deemed a nonstatutory
                           stock option three months after you cease to be an
                           Employee. In addition, to the extent that all or part
                           of this option exceeds the $100,000 rule of section
                           422(d) of the Internal Revenue Code, this option or
                           the lesser excess part will be deemed to be a
                           nonstatutory stock option.

VESTING                    This option is only exercisable before it expires and
                           then only with respect to the vested portion of the
                           option. Subject to the preceding sentence, you may
                           exercise this option, in whole or in part, to
                           purchase a whole number of vested shares not less
                           than 100 shares, unless the number of shares
                           purchased is the total number available for purchase
                           under the option, by following the procedures set
                           forth in the Plan and below in this Agreement.

                           Your right to purchase shares of Stock under this
                           option vests as to one-fourth (1/4) of the total
                           number of shares covered by this option, as shown on
                           the cover sheet, on each of the first four (4) one
                           year anniversaries of the Vesting Start Date,
                           provided you continue in Service on the relevant
                           anniversary date. The resulting aggregate number of
                           vested shares will be rounded to the nearest whole
                           number, and you cannot vest in more than the number
                           of shares covered by this option.

                           No additional shares of Stock will vest after your
                           Service has terminated for any reason.

TERM                       Your option will expire in any event at the close of
                           business at Company headquarters on the day before
                           the 10th anniversary of the Grant Date, as shown on
                           the cover sheet. Your option will expire earlier if
                           your Service terminates, as described below.

REGULAR TERMINATION        If your Service terminates for any reason, other than
                           death, Disability or Retirement, then the unvested
                           portion of your option will expire immediately and
                           the vested portion of your option will expire at the
                           close of business at Company headquarters on the 90th
                           day after your termination date.



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DEATH, OR DISABILITY,      If your Service terminates because of your death,
RETIREMENT                 Disability, or Retirement (as defined below), then
                           your option will become 100% vested on your date of
                           termination of Service and will expire at the close
                           of business at Company headquarters on the date
                           twenty four (24) months after the date of your
                           termination of Service. During that twenty four month
                           period, you, or your estate or heirs in the case of
                           your death, may exercise your option. Notwithstanding
                           the foregoing, in no event may your option be
                           exercised on or after the 10th anniversary of the
                           Grant Date. For purposes of this Agreement,
                           "Retirement" means a termination of Service
                           determined by the Board in its sole discretion to be
                           a "Retirement."

LEAVES OF ABSENCE          For purposes of this option, your Service does not
                           terminate when you go on a bona fide employee leave
                           of absence that was approved by the Company in
                           writing, if the terms of the leave provide for
                           continued Service crediting, or when continued
                           Service crediting is required by applicable law.
                           However, your Service will be treated as terminating
                           90 days after you went on employee leave, unless your
                           right to return to active work is guaranteed by law
                           or by a contract. Your Service terminates in any
                           event when the approved leave ends unless you
                           immediately return to active employee work.

                           The Company determines, in its sole discretion, which
                           leaves count for this purpose, and when your Service
                           terminates for all purposes under the Plan.

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


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                                    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.

WITHHOLDING TAXES          You will not be allowed to exercise this option
                           unless you make acceptable arrangements to pay any
                           withholding or other taxes that may be due as a
                           result of the option exercise or sale of Stock
                           acquired under this option. In the event that the
                           Company determines that any federal, state, local or
                           foreign tax or withholding payment is required
                           relating to the exercise or sale of shares arising
                           from this grant, the Company shall have the right to
                           require such payments from you, or withhold such
                           amounts from other payments due to you from the
                           Company or any Affiliate.

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.



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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.

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.

CERTAIN DISPOSITIONS       If you sell or otherwise dispose of Stock acquired
                           pursuant to the exercise of this option sooner than
                           the one year anniversary of the date you acquired the
                           Stock, then you agree to notify the Company in
                           writing of the date of sale or disposition, the
                           number of shares of Stock sold or disposed of and the
                           sale price per share within 30 days of such sale or
                           disposition.


              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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