AMENDMENT OF EMPLOYMENT AGREEMENT

          WHEREAS, OTELCO TELEPHONE LLC (the “Company”) has previously entered into a Employment Agreement (the “Agreement”) with Michael Weaver (the “Executive”) dated June 21, 2004, setting forth the terms and conditions of Executive’s employment with the Company; and

          WHEREAS, the Company and Executive desire to amend the Agreement to comply with the final Treasury Regulations issued under Internal Revenue Code Section 409A.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Agreement is hereby amended as follows:

          1. TERMINATION OF EMPLOYMENT. Effective December 31, 2008, Section 4 of the Agreement is herby amended to add the following subsection (e) to the end of such Section:

          (e)           Separation from Service . The term “Termination” or “Termination of Employment” when used in this Agreement shall mean a “Separation from Service” as such term is defined using the default rules in Treasury Regulation Section 1.409A-1(h).

           2. OBJECTIVELY DETERMINABLE PAYMENT DATE. Effective December 31, 2008, Section 5(c) of the Agreement is herby amended to add the following to the end of such subsection:

          Commencement of separation payments under this Agreement shall begin on the first payroll date that occurs in the month that begins at least sixty (60) days after the date of Executive’s Separation from Service (the “Starting Date”), provided that Executive has satisfied the requirement to sign a release of claims. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Separation f