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General Counsel Employment Agreement

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EXHIBIT 10.2


CT COMMUNICATIONS, INC.
EMPLOYMENT AGREEMENT
DAVID ARMISTEAD


November 14, 2003


This Employment Agreement outlines the key terms and conditions of CT Communications, Inc.'s (CTC's) offer being extended to you. Please note the following information:


GENERAL


Position Title: General Counsel and Corporate Secretary - --------------


Start Date: January 5, 2004 - ----------


Reporting To: Mike Coltrane, President and CEO - ------------


Duties: Such services and duties required of the - ------ position of General Counsel and Corporate
Secretary or such other positions,
assignments, services and duties as
management may from time to time designate
in the absolute and sole discretion of the
Company.


Next Review Date: January 1, 2005 following start date and - ---------------- January 1st thereafter.


COMPENSATION Compensation package includes a combination
of base salary, annual and long-term
incentive, signing bonus and other
allowances and perquisites as follows:


Base Salary: $13,750 monthly (equivalent to $165,000 per - ----------- year), less applicable deductions required by
law.


Annual Incentive Bonus: The General Counsel and Corporate Secretary - ---------------------- is eligible to participate in CTC's Executive
Annual Incentive Plan, based upon a
combination of CTC corporate operational and
financial objectives. Objectives are
weighted based upon their level of
importance to the Company. Pursuant to
current Plan terms, the General Counsel and
Corporate Secretary qualifies for an annual
payout potential of 15% at gate, 35% at
target, and 70% at stretch. Payout
percentages are applied to an executive's
annualized base salary. Actual payouts
currently consist of a combination of cash
(75%) and restricted common stock (25%) and
are paid as soon as practical following the
end of the plan year, if and as eligible.


Your effective date of participation in the
Annual Incentive Plan will be January 1,
2004.


Long Term Incentive Bonus: In addition to the Executive Annual Incentive - ------------------------- Plan referenced above, the General Counsel and
Corporate Secretary is generally eligible to
participate in the Executive Long-Term
Incentive Plan, based upon corporate
financial objectives. Current long-term
incentive cycles are three years in
duration, as set forth in the Company's
2003-2005 Long-Term Incentive Plan (the
"2003 LTIP"). Pursuant to the 2003 LTIP, the
General Counsel and Corporate Secretary
qualifies for a long-term plan payout
potential totaling 30% at gate, 50% at
target, and 100% at stretch. Payout
percentages are applied to an execut
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