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**Exhibit 10**

**HICKORYTECH CORPORATIONDIRECTORS’ STOCK OPTION PLAN**

**             Amendedand Restated February 6, 2001**

             1.          Purposeof the Plan.  The purpose of thisHickoryTech Corporation Directors’ Stock Option Plan is to attract and retainthe best available individuals for service as Directors of the Company and toprovide additional incentive to the Outside Directors of the Company to serveas Directors.

             2.          Definitions.
|   | (a)    | “Board” shall mean the Board of  Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | (b)    | “Common Stock” shall mean the Common  Stock of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | (c)    | “Company” shall mean HickoryTech Corporation, a Minnesota  corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | (d)    | “Director” shall mean a member of the  Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (e)    | “Employee” shall mean any person,  including officers and Directors, employed by the Company or any parent or  subsidiary of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | (f)    | “Fair Market Value” shall have the  meaning set forth in Section 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|   | (g)    | “GAAP” shall mean generally accepted  accounting principles in the United States in effect from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (h)    | “Net  Shareholder Value” shall mean for the purposes of this Plan, Enterprise  Value less Debt.  Enterprise Value is  the sum of          customer lines,  customer counts and revenue for designated HickoryTech lines of  business.  The individual calculations  are based on either the product of a predetermined dollar value multiple  times the customer or line counts, or the revenues from selected lines of  business (after intercompany elimination) times a percentage multiple or a  set value.  The multiples used in  valuations are based on industry valuations and are pre-established and  applied consistently over the Plan years. |
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|   |   | The  total debt for HickoryTech Corporation is subtracted from the Enterprise  value to determine the Net Shareholder Value.   The Net Shareholder Value calculation is approved by the  Compensation Committee of the Board of Directors.  This Net Shareholder Value is calculated on an annual basis.                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | (i)    | “Option” shall mean a stock option  granted pursuant to the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | (j)    | “Optionee” shall mean an Outside  Director who receives an Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|   | (k)    | “Outside Director” shall mean a  Director who is not an Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | (l)    | “Performance Criteria” shall mean, for  a given fiscal year, achievement of Net Shareholder Value at least equal to  the prior year’s Net Shareholder Value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | (m)    | “Plan” shall mean this Directors’ Stock  Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | (n)    | “Shares” shall mean shares of the  Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

             3.          SharesSubject to the Plan.  Subject toSection 12, the maximum aggregate number of Shares that may be optioned andsold under the Plan is 300,000 shares of Common Stock.  If an Option should expire or becomeunexercisable for any reason without having been exercised in full, the unpurchasedShares that were subject thereto shall become available for future grant underthe Plan.

             4.          Grantsof Options under the Plan.  On thedate of the close of the audit following each of the fiscal years in which theCompany satisfies the Performance Criteria, each Outside Director shall automaticallyreceive an Option to purchase 5,000 Shares at the Fair Market Value on the dateof grant.  Each Option shall be for aterm of ten years.

             5.          Grantof Options under the Plan for new Outside Directors.  New OutsideDirectors joining the Board will receive a one-time grant of Options topurchase Shares at the Fair Market Value on the date of the grant.  The date of the grant will be the date oftheir appointment to the Board.  Thegrant amount will be equal to the number of Options granted to other OutsideDirectors during the most recent issuance of Options under the annualDirectors’ Stock Option Plan.

             6.          One-timeGrant of Options for Outside Directors. Outside Directors will receive a one-time grantof Options to be issued effective March 29, 2000.  This additional one-time grant will be based on the Director’snumber of years of service on the Board. This one-time grant would provide for 1,000 Options per year of service,with a maximum of 5,000 Options.  Thiswould not affect any other issuance of Options under the Directors’ StockOption Plan.

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

             8.          EffectiveDate of Plan.  The Plan shall becomeeffective upon its approval by the shareholders of the Company as described inSection 17.

             9.          FairMarket Value.  The fair market valueof a Share shall be, in the event the Common Stock is traded on the NasdaqNational Market System or listed on a stock exchange, the average closing saleprice on such system or exchange during the five trading days on which therewas actual trading ending on the trading day on which there was actual tradingimmediately preceding the date of grant of the Option, as reported in TheWall Street Journal.  In the eventthe Common Stock is not so traded or listed, the Board shall determine fairmarket value.

             10.        Exerciseof Option.

                           (a)         Procedure for Exercise; Rights as aShareholder.  An Option shall bedeemed to be exercised when written notice of such exercise has been given tothe Company by the person entitled to exercise the Option and full payment forthe Shares with respect to which the Option is exercised has been received bythe Company.  Until the issuance of thestock certificate evidencing the Shares so purchased, the purchaser shall haveno right to vote or receive dividends or any other rights as ashareholder.  A share certificate forthe number of Shares purchased shall be issued to the Optionee as soon aspracticable after exercise of the Option. No adjustment will be made for a dividend or other right for which therecord date is prior to the date the stock certificate is issued, except asprovided in Section 12.
                           (b)        Death of Optionee.  Notwithstanding Section 10(a) in the eventof the death of an Optionee, the Option may be exercised at any time within sixmonths following the date of death, by the Optionee’s estate or by a person whoacquired the right to exercise the Option by bequest or inheritance.

             11.        Non-Transferabilityof Options.  The Option may not besold, pledged, assigned, hypothecated, transferred or disposed of in any mannerother than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Optionee, only by the Optionee.

             12.        AdjustmentsUpon Changes in Capitalization, Dissolution or Merger.  In the event that the number of outstandingshares of Common Stock of the Company is changed by a stock dividend, stocksplit, reverse stock split, combination, reclassification or similar change inthe capital structure of the Company without consideration, the number ofShares available under this Plan and the number of Shares subject tooutstanding Options and the exercise price per share of such Options shall beproportionately adjusted.  Suchadjustment shall be made by the Board, whose determination in that respectshall be conclusive.

             13.        Amendmentand 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 ordiscontinuance shall be made which would impair the rights of any Optioneeunder any grant theretofore made, without his or her consent.

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

             14.        ConditionsUpon Issuance of Shares.  As acondition to the exercise of an Option, the Company may require the personexercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares, if, in the opinion ofcounsel for the Company, such a representation is required by law.

             15.        Reservationof Shares.  The Company, during theterm of this Plan, will at all times reserve and keep available such number ofthe Shares available for issuance pursuant to this Plan as shall be sufficientto satisfy the requirements of the Plan.

             16.        OptionAgreement.  Options may, but neednot, be evidenced by written Option Agreements in such form as the Board shallapprove.

             17.        ShareholderApproval.  The Plan shall be subjectto approval by the shareholders of the Company.