UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 12, 2007

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter) 

       Delaware                  000-51446             02-0636095
(State of Incorporation)      (Commission File       (IRS employer
                                   Number)        identification no.)

121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (217) 235-3311

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act


(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Executive Long-Term Incentive Program

On March 12, 2007, the Compensation Committee of the Board of Directors of Consolidated Communications Holdings, Inc. (the "Company") adopted and made initial awards under a revised Executive Long-Term Incentive Program, which provides a methodology for determining the amount of stock awards made to senior executives under the Company's 2005 Long-Term Incentive Plan (the "2005 LTIP"). A copy of the Executive Long-Term Incentive Program, as revised March 12, 2007 to replace the Executive Long-Term Incentive Program adopted on February 20, 2007, is filed with this Current Report as Exhibit 10.1 and incorporated herein by this reference.

The program is intended to provide eligible executives with long-term incentive compensation at or near the 50th percentile of such compensation paid to executives holding comparable job positions at the companies within the Company's custom comparator group. Half of this value is paid to the executive in an award of restricted shares and half is paid to the executive in an award of performance shares.

The restricted shares vest as determined by the Committee for each executive at the time of grant. The performance shares entitle the executive to receive an award of restricted shares in the next subsequent year if certain goals based on current year Company performance are attained. Attainment of the goals at the target levels will result in the target number of performance shares awarded as restricted shares, and attainment of the goals at above or below the target levels will result in an increased or decreased number of restricted shares awarded. The restricted shares awarded pursuant to the performance shares also vest as determined by the Committee for each executive at the time of grant.

Except for the grants described in the next sentence, in determining the number of shares subject to the awards, restricted shares are valued at the fair market value of the common stock on the date of grant, and performance shares are valued by applying a discount to the fair market value of the common stock on the date of grant, which is intended to reflect the risk of attaining performance goal results at below the target levels (the discount for 2007 is 10%). The Compensation Committee made grant awards on March 12, 2007, which were made pursuant to the program's methodology described above, except that the long-term equity incentive compensation levels and the fair market value were based on November 2006 data (with the fair market value based on the average of the closing price of the shares for the month of November), which reflects the data available when the Compensation Committee initially determined to use this methodology.

An award of 55,673 restricted shares and 20,619 performance shares was made to Robert J. Currey. Awards to the other named executive officers are set forth in the Executive Long-Term Incentive Program.

The Committee previously approved the 2007 performance goals under the Executive Long-Term Incentive Program, which are the same as the criteria established under the Company's Bonus Plan, as described below in this Current Report under the caption "Approval of 2007 Performance Goals under the Bonus Plan."

A form of Performance Stock Grant Certificate to be used for awards pursuant to the 2005 LTIP, as previously approved by the Committee, is filed with this Current Report as Exhibit 10.2 and incorporated herein by this reference.

A form of Restricted Stock Grant Certificate to be used for awards pursuant to the 2005 LTIP, as previously approved by the Committee, is filed with this Current Report as Exhibit 10.3 and incorporated herein by this reference.

Approval of Restricted Stock Grant Certificate for Directors

A form of Restricted Stock Grant Certificate with respect to grants of the Company's restricted stock to each of its directors who satisfies the independence requirements of the Securities and Exchange Commission and The Nasdaq Stock Market, Inc., to be used for awards pursuant to the 2005 LTIP, as approved by the Committee on March 12, 2007, is filed with this Current Report as Exhibit 10.4 and incorporated herein by this reference.

Approval of 2007 Performance Goals under the Bonus Plan

The Company maintains the Consolidated Communications Holdings, Inc. Bonus Plan, a description of which is filed with this Current Report as Exhibit 10.5 and incorporated herein by this reference. On March 12, 2007, the Compensation Committee approved the 2007 performance goals under the Bonus Plan for senior management, including all of the Company's named executive officers, which are based on the following business criteria: (i) 90% of the target bonus payment will be based on corporate performance goals of earnings before interest, taxes, depreciation and amortization (EBITDA), dividend payout ratio, and broadband subscriber net additions; and (ii) 10% of the target bonus payment will be based on individual goals to be achieved by the senior management group as a team.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS. 

Exhibit No.    Description
-----------    -----------
10.1           Executive Long-Term Incentive Program, as revised
               March 12, 2007.
10.2           Form of 2005 Long-Term Incentive Plan Performance Stock


               Grant Certificate.
10.3           Form of 2005 Long-Term Incentive Plan Restricted Stock
               Grant Certificate.
10.4           Form of 2005 Long-Term Incentive Plan Restricted Stock
               Grant Certificate for Directors.
10.5           Description of the Consolidated Communications
               Holdings, Inc. Bonus Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2007
Consolidated Communications Holdings, Inc. 

By:  /s/ Steven L. Childers
     --------------------------------------
     Name: Steven L. Childers
     Title: Chief Financial Officer

















EXHIBIT INDEX













Exhibit No.    Description
-----------    -----------
10.1           Executive Long-Term Incentive Program, as revised
               March 12, 2007.
10.2           Form of 2005 Long-Term Incentive Plan Performance Stock
               Grant Certificate.
10.3           Form of 2005 Long-Term Incentive Plan Restricted Stock
               Grant Certificate.
10.4           Form of 2005 Long-Term Incentive Plan Restricted Stock
               Grant Certificate for Directors.
10.5           Description of the Consolidated Communications
               Holdings, Inc. Bonus Plan.


























EXHIBIT 10.1








CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


2005 LONG-TERM INCENTIVE PLAN






EXECUTIVE LONG-TERM INCENTIVE PROGRAM



(REVISED MARCH 12, 2007)




1.1  GRANTS. Under the terms and provisions of the Consolidated
Communications Holdings, Inc. 2005 Long-Term Incentive Plan (the
"Plan"), the terms of which are hereby incorporated by reference, the
Compensation Committee (the "Committee") of the Board of Directors of
Consolidated Communications Holdings, Inc. (the "Company") may grant
awards based on shares of the Company's Stock, including Stock Grants,
to eligible employees in such amounts as the Committee shall
determine.  This Executive Long-Term Incentive Program ("Executive
LTIP") establishes a methodology for determining Stock Grants under
the Plan to selected senior executives of the Company or any
Subsidiary or Affiliate ("Key Employees") in 2007 and subsequent
years.  The Committee will make Restricted Stock Grants and
Performance Stock Grants to Key Employees pursuant to the guidelines
set forth below.




1.2  GUIDELINES.  The number of shares subject to Stock Grants awarded
to a Key Employee will be determined as follows:




(a)  Target Value.




On or prior to March 31 of each calendar year, the Committee
will determine for each Key Employee (by comparable
position), the economic value of target annualized long-term
incentive equity compensation, based on a value reflecting
approximately the 50th percentile of the general industry
index selected by the Committee (the "Target Value").






(b)  Restricted Stock Grants.




(i)       It is intended that initial Restricted Stock
Grants will be made in March, 2007, in the










following amounts:

         Employee         Restricted Stock Grant
         --------         ----------------------
     Robert J. Currey            [_____]
    Steven L. Childers            13,591
     Joseph R. Dively             13,591
     Steven J. Shirar             13,591
      C. Robert Udell             13,591
     Christopher Young            10,297



















(ii)      In any subsequent year in which the Committee
determines to make Restricted Stock Grants, the
Committee will authorize a Restricted Stock Grant
to each Key Employee for a number of shares equal
to (i) 50% of the Target Value in effect for such
year for such Key Employee, divided by the Fair
Market Value of a share of Common Stock on the
date of grant; multiplied by (ii) the number of
years the Restricted Stock Grant is intended to
cover for each Key Employee.  Fractional shares
will be rounded up.  The shares will be subject to
restrictions on transfer and vesting provisions as
determined by the Committee for each Executive at
the time of grant.




(c)  Performance Stock Grants.




(i)       On or prior to the March 31 of each calendar year
constituting a performance period, the Committee
will authorize a Performance Stock Grant to each
Key Employee that entitles the Key Employee to
receive a number of shares of Restricted Stock in
the next calendar year based on achievement of
performance goals for such performance period.
The performance goals and achievement levels will
be established by the Committee prior to such
March 31.




(ii)      Following the completion of the applicable
performance period, the Committee will determine
the extent to which the performance goals have
been achieved at the target and other applicable
levels established pursuant to subsection (c)(i)
above.  If performance goals for 2007 are achieved
at the target level, the following shares of
Restricted Stock will be authorized for payment:












     Employee         Performance Stock Grant
     --------         -----------------------
 Robert J. Currey             [_____]
Steven L. Childers             5,034
 Joseph R. Dively              5,034
 Steven J. Shirar              5,034
  C. Robert Udell              5,034
 Christopher Young             3,814














If performance goals for any subsequent year are
achieved at the target level, the Committee will
authorize payment to each Key Employee of a number
of shares of Restricted Stock equal to 50% of the




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Target Value in effect for the year in which the
Performance Stock Grant was authorized to such Key
Employee, divided by the product of (A) the Fair
Market Value of a share of Common Stock on the
date of grant of the Performance Stock Grant, and
(B) a percentage determined by the Committee at
the beginning of the applicable performance period
to reflect the probability of achieving results at
the target levels.




(iii)     If the performance goals are achieved at above or
below the target level, then the number of shares
to be paid to the Key Employee will be adjusted to
reflect achievement at the different levels.  If
there is more than one performance goal, the
Committee will determine achievement of the
performance goals on a blended basis that takes
into account the weighting assigned to each
individual goal.  The performance goals that apply
for each performance period, the weighting of such
goals, and the payout levels commensurate with
various levels of achievement of such goals will
be detailed in the Performance Stock Grant
Certificate.  Fractional shares will be rounded
up.  The shares of Restricted Stock received
pursuant to the Performance Stock Grant will be
subject to restrictions on transfer and vesting
provisions as determined by the Committee at the
time of grant.




(iv)      Notwithstanding the foregoing, no individual who
is not employed by the Company or any Subsidiary
or Affiliate on the date the Committee determines
achievement of the performance goals for a
performance period will be eligible to receive
shares of Restricted Stock under this Section
1.2(c).




1.3  STOCK GRANT CERTIFICATES.  Each Stock Grant awarded pursuant to
this Executive LTIP will be evidenced by a Certificate, which will
specify the number of shares subject to the award, the vesting
schedule, the payment provisions, and such other provisions as the
Committee determines.  A Restricted Stock Grant Certificate will be
delivered to each Key Employee as soon as practicable after the
Committee determines the amount of such Restricted Stock Grant in
accordance with Section 1.2(b), and a Performance Stock Grant
Certificate will be delivered to each Key Employee as soon as
practicable after the Committee sets the performance goals in
accordance with subsection 1.2(c)(i).




1.4  CAPITALIZED TERMS. Capitalized terms used but not defined herein
have the meanings assigned to such terms pursuant to the Plan.




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EXHIBIT 10.2








CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


2005 LONG-TERM INCENTIVE PLAN


PERFORMANCE STOCK GRANT CERTIFICATE





This Performance Stock Grant Certificate evidences an award to
_______________ ("Employee") of a Performance Stock Grant made
pursuant to the Consolidated Communications Holdings, Inc. 2005 Long-
Term Incentive Plan that entitles Employee to shares of restricted
Stock as described below. This Performance Stock Grant is granted
effective as of _______________, 200__, which shall be referred to as
the "Grant Date."





CONSOLIDATED COMMUNICATIONS


HOLDINGS, INC.





BY:__________________________





TERMS AND CONDITIONS





SECTION 1.     PERFORMANCE GRANT.




(a)  Employee shall be entitled to receive shares of restricted
Stock, the number of which is based on the level of
achievement of the performance goals established with
respect to the calendar year in which the Grant Date occurs,
as set forth on the attached Exhibit A.  If the performance
goals are achieved at the target level, Employee shall be
entitled to __________ shares of restricted Stock.  If the
performance goals are achieved at above or below the target
level, the target number of shares shall be adjusted as
described on Exhibit A.




(b)  Notwithstanding the foregoing, Employee shall not be
entitled to receive any shares of restricted Stock if
Employee does not remain continuously employed by the
Company or any Subsidiary or Affiliate from the Grant Date
until the date the Committee determines performance goal
achievement as described in (a) above.




SECTION 2.     VESTING.  Subject to Section 3, Employee's
interest in the restricted Stock received in accordance with Section 1
shall vest and become nonforfeitable as follows:




(a)  his interest in the first one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__,









(b)  his interest in the second one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__,




(c)  his interest in the third one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__, and




(d)  his interest in the balance of the shares of restricted
Stock shall become nonforfeitable only if he remains
continuously employed by the Company or any Subsidiary or
Affiliate until December ___, 200__.




SECTION 3.     FORFEITURE.  If Employee's continuous employment
with the Company or its Subsidiaries or Affiliates terminates for any
reason whatsoever before his interest in all of the shares of Stock
received pursuant to this Performance Stock Grant have become
nonforfeitable under Section 2, then he shall (except as provided in


Section 15 of the Plan) forfeit all of the shares of Stock received
pursuant to this Performance Stock Grant except those shares in which
he has (pursuant to Section 2) a nonforfeitable interest on the date
his status as a Employee so terminates.




SECTION 4.     STOCKHOLDER STATUS.  Employee shall have the right
under this Performance  Stock Grant to receive cash dividends (other
than cash dividends which the Committee determines are extra-ordinary
cash dividends) on all of the shares of restricted Stock received
pursuant to this Performance Stock Grant and to vote such shares until
Employee's right to such shares is forfeited or becomes
nonforfeitable.  If Employee forfeits any shares under Section 3,
Employee shall at the same time forfeit Employee's right to vote such
shares and to receive cash dividends paid with respect to such shares.
Any extra-ordinary cash dividends, Stock dividends or other
distributions of property made with respect to shares that remain
subject to forfeiture under Section 2 shall be held by the Company,
and Employee's rights to receive such dividends or other property
shall be forfeited or shall be nonforfeitable at same time the shares
of Stock with respect to which the dividends or other property are
attributable are forfeited or become nonforfeitable. Except for the
rights to receive cash dividends (other than cash dividends which the
Committee determines are extra-ordinary cash dividends) and vote the
shares of restricted Stock received pursuant to this Performance Stock
Grant which are described in this Section 4, Employee shall have no
rights as a Stockholder with respect to such shares of Stock until
Employee's interest in such shares has become nonforfeitable.




SECTION 5.     STOCK CERTIFICATES.  The Company shall issue a
stock certificate for the shares of  restricted Stock subject to this
Performance Stock Grant in the name of Employee upon Employee's
execution of the irrevocable stock power in favor of the Company




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attached as Exhibit B.   Alternatively, in lieu of issuing stock
certificates, the Company may reflect the issuance of shares of Stock
to Employee on a non-certificated basis, with the ownership of such
shares of Stock by Employee evidenced solely by book entry in the
records of the Company's transfer agent.  The Secretary of the Company
shall hold such stock certificate or retain such share entry
representing such shares and any distributions made with respect to
such shares (other than ordinary cash dividends) until such time as
Employee's interest in such shares have become nonforfeitable or have
been forfeited. As soon as practicable after each date as of which his
interest in any shares becomes nonforfeitable under Section 2(a), and
subject to Section 6, the Company shall issue to Employee a stock
certificate reflecting the shares in which his interest has become
nonforfeitable on such date, or shall transfer such shares via a book
entry credit to the record of Employee's broker if so requested by
Employee (together with any distributions made with respect to the
shares that have been held by the Company). If shares are forfeited,
the shares (together with any distributions made with respect to the
shares that have been held by the Company) automatically shall revert
back to the Company.




SECTION 6.     TRANSFER OF STOCK.  Rights granted under this
Performance Stock Grant Certificate shall be transferable by Employee
as provided in Section 11 of the Plan.




SECTION 7.     WITHHOLDING TAXES.  If applicable, Employee shall
pay to the Company an amount sufficient to satisfy all minimum
Federal, state and local withholding tax requirements prior to the
delivery of any certificate for shares.  Payment of such taxes may be
made by one or more of the following methods:  (a) in cash; (b) in
cash received from a broker-dealer to whom Employee has submitted
notice together with irrevocable instructions to deliver promptly to
the Company the amount of sales proceeds from the sale of the shares
subject to the Performance Stock Grant to pay the withholding taxes;


(c) by directing the Company to withhold such number of shares of
common stock of the Company otherwise issuable in connection with the
Performance Stock Grant having an aggregate fair market value equal to
the minimum amount of tax required to be withheld; or (d) by
delivering (either directly or through attestation) previously
acquired shares of common stock of the Company that are acceptable to
the Committee that have an aggregate fair market value equal to the
amount required to be withheld.




SECTION 8.     OTHER LAWS.  The Company shall have the right to
refuse to transfer shares of Stock subject to this Performance Stock
Grant to Employee if the Company acting in its absolute discretion
determines that the transfer of such shares might violate any
applicable law or regulation.




SECTION 9.     NO RIGHT TO CONTINUE SERVICE.  Neither the Plan,
this Performance Stock Grant Certificate, nor any related material




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shall give Employee the right to continue to be employed by the
Company or its Subsidiaries or Affiliates.




SECTION 10.    GOVERNING LAW.  The Plan and this Performance
Stock Grant Certificate shall be governed by the laws of the State of
Delaware.




SECTION 11.    BINDING EFFECT.  This Performance Stock Grant
Certificate shall be binding upon the Company and Employee and their
respective heirs, executors, administrators and successors.




SECTION 12.    HEADINGS AND SECTIONS.  The headings contained in
this Performance Stock Grant Certificate are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Performance Stock Grant Certificate.  All references to sections
in this Performance Stock Grant Certificate shall be to sections of
this Performance Stock Grant Certificate unless otherwise expressly
stated as part of such reference.




SECTION 13.    PLAN AND STOCK GRANT CERTIFICATE.  This
Performance Stock Grant is subject to all of the terms and conditions
set forth in this Performance Stock Grant Certificate and in the Plan.
If a determination is made that any term or condition set forth in
this Performance Stock Grant Certificate is inconsistent with the
Plan, the Plan shall control. All of the capitalized terms not
otherwise defined in this Performance Stock Grant Certificate shall
have the same meaning in this Performance Stock Grant Certificate as
in the Plan. A copy of the Plan will be made available to Employee
upon written request to the corporate Secretary of the Company.




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EXHIBIT A






PERFORMANCE GOALS AND PAYOUT LEVELS





[Describe performance goals, target and other payout levels, and
adjustment procedures.]




-5-










EXHIBIT B






IRREVOCABLE STOCK POWER





As a condition to the issuance to the undersigned of the shares
of Stock which were granted to the undersigned as a Stock Grant under
the Consolidated Communications Holdings, Inc. 2005 Long-Term
Incentive Plan in the Performance Stock Grant Certificate dated
_______________, 200__, the undersigned hereby executes this
Irrevocable Stock Power in order to sell, assign and transfer to
Consolidated Communications Holdings, Inc. the shares of Stock subject
to such Performance Stock Grant for purposes of effecting any
forfeiture called for under Section 2(b) of the Performance Stock
Grant Certificate and does hereby irrevocably give Consolidated
Communications Holdings, Inc. the power (without any further action on
the part of the undersigned) to transfer such shares of Stock on its
books and records back to Consolidated Communications Holdings, Inc.
to effect any such forfeiture. This Irrevocable Stock Power shall
expire automatically with respect to any shares of Stock on the date
such shares of Stock are no longer subject to forfeiture under Section
2(b) of such Performance Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to
such shares of Stock.










(Date)






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EXHIBIT 10.3








CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


2005 LONG-TERM INCENTIVE PLAN


RESTRICTED STOCK GRANT CERTIFICATE





This Restricted Stock Grant Certificate evidences a Restricted Stock
Grant made pursuant to the Consolidated Communications Holdings, Inc.
2005 Long-Term Incentive Plan of __________ shares of restricted Stock
to ______________ ("Employee"). This Restricted Stock Grant is granted
effective as of _______________, 200__, which shall be referred to as
the "Grant Date."





CONSOLIDATED COMMUNICATIONS


HOLDINGS, INC.





BY:__________________________





TERMS AND CONDITIONS





SECTION 1.     VESTING AND FORFEITURE.




(a)  VESTING. Subject to Section 1(b), Employee's interest in the
Stock subject to this Restricted Stock Grant shall vest and
become nonforfeitable as follows:




(i)       his interest in the first one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
remains continuously employed by the Company or
any Subsidiary or Affiliate until December ___,
200__,




(ii)      his interest in the second one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
remains continuously employed by the Company or
any Subsidiary or Affiliate until December ___,
200__,




(iii)     his interest in the third one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
remains continuously employed by the Company or
any Subsidiary or Affiliate until December ___,
200__, and




(iv)      his interest in the balance of the shares of Stock
subject to this Restricted Stock Grant shall
become nonforfeitable only if he remains









continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__.




(b)  FORFEITURE.  If Employee's continuous employment with the
Company or its Subsidiaries or Affiliates terminates for any
reason whatsoever before his interest in all of the shares
of Stock subject to this Restricted Stock Grant have become
nonforfeitable under Section 1(a), then he shall (except as
provided in Section 15 of the Plan) forfeit all of the
shares of Stock subject to this Restricted Stock Grant
except those shares in which he has (pursuant to Section


1(a)) a nonforfeitable interest on the date his status as an
Employee so terminates.




SECTION 2.     STOCKHOLDER STATUS.  Employee shall have the right
under this Restricted Stock Grant to receive cash dividends (other
than cash dividends which the Committee determines are extra-ordinary
cash dividends) on all of the shares of Stock subject to this
Restricted Stock Grant and to vote such shares until Employee's right
to such shares is forfeited or becomes nonforfeitable.  If Employee
forfeits any shares under Section 1, Employee shall at the same time
forfeit Employee's right to vote such shares and to receive cash
dividends paid with respect to such shares. Any extra-ordinary cash
dividends, Stock dividends or other distributions of property made
with respect to shares that remain subject to forfeiture under Section
1 shall be held by the Company, and Employee's rights to receive such
dividends or other property shall be forfeited or shall be
nonforfeitable at same time the shares of Stock with respect to which
the dividends or other property are attributable are forfeited or
become nonforfeitable. Except for the rights to receive cash dividends
(other than cash dividends which the Committee determines are extra-
ordinary cash dividends) and vote the shares of Stock subject to this
Restricted Stock Grant which are described in this Section 2, Employee
shall have no rights as a Stockholder with respect to such shares of
Stock until Employee's interest in such shares has become
nonforfeitable.




SECTION 3.     STOCK CERTIFICATES.  The Company shall issue a
stock certificate for the shares of Stock subject to this Restricted
Stock Grant in the name of Employee upon Employee's execution of the
irrevocable stock power in favor of the Company attached as Exhibit A.
Alternatively, in lieu of issuing stock certificates, the Company may
reflect the issuance of shares of Stock to Employee on a non-
certificated basis, with the ownership of such shares of Stock by
Employee evidenced solely by book entry in the records of the
Company's transfer agent.  The Secretary of the Company shall hold
such stock certificate or retain such share entry representing such
shares and any distributions made with respect to such shares (other
than ordinary cash dividends) until such time as Employee's interest
in such shares have become nonforfeitable or have been forfeited. As
soon as practicable after each date as of which his interest in any
shares becomes nonforfeitable under Section 1(a), and subject to




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Section 5, the Company shall issue to Employee a stock certificate
reflecting the shares in which his interest has become nonforfeitable
on such date, or shall transfer such shares via a book entry credit to
the record of Employee's broker if so requested by Employee (together
with any distributions made with respect to the shares that have been
held by the Company). If shares are forfeited, the shares (together
with any distributions made with respect to the shares that have been
held by the Company) automatically shall revert back to the Company.




SECTION 4.     TRANSFER OF STOCK.  Rights granted under this
Restricted Stock Grant Certificate shall be transferable by Employee
as provided in Section 11 of the Plan.




SECTION 5.     WITHHOLDING TAXES.  If applicable, Employee shall
pay to the Company an amount sufficient to satisfy all minimum
Federal, state and local withholding tax requirements prior to the
delivery of any certificate for shares.  Payment of such taxes may be
made by one or more of the following methods:  (a) in cash; (b) in
cash received from a broker-dealer to whom Employee has submitted
notice together with irrevocable instructions to deliver promptly to
the Company the amount of sales proceeds from the sale of the shares
subject to the Restricted Stock Grant to pay the withholding taxes;


(c) by directing the Company to withhold such number of shares of
common stock of the Company otherwise issuable in connection with the
Restricted Stock Grant having an aggregate fair market value equal to
the minimum amount of tax required to be withheld; or (d) by
delivering (either directly or through attestation) previously
acquired shares of common stock of the Company that are acceptable to
the Committee that have an aggregate fair market value equal to the
amount required to be withheld.




SECTION 6.     OTHER LAWS.  The Company shall have the right to
refuse to transfer shares of Stock subject to this Restricted Stock
Grant to Employee if the Company acting in its absolute discretion
determines that the transfer of such shares might violate any
applicable law or regulation.




SECTION 7.     NO RIGHT TO CONTINUE SERVICE.  Neither the Plan,
this Restricted Stock Grant Certificate, nor any related material
shall give Employee the right to continue to be employed by the
Company or its Subsidiaries or Affiliates.




SECTION 8.     GOVERNING LAW.  The Plan and this Restricted Stock
Grant Certificate shall be governed by the laws of the State of
Delaware.




SECTION 9.     BINDING EFFECT.  This Restricted Stock Grant
Certificate shall be binding upon the Company and Employee and their
respective heirs, executors, administrators and successors.




SECTION 10.    HEADINGS AND SECTIONS.  The headings contained in
this Restricted Stock Grant Certificate are for reference purposes




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only and shall not affect in any way the meaning or interpretation of
this Restricted Stock Grant Certificate.  All references to sections
in this Restricted Stock Grant Certificate shall be to sections of
this Restricted Stock Grant Certificate unless otherwise expressly
stated as part of such reference.




SECTION 11.    PLAN AND STOCK GRANT CERTIFICATE.  This Restricted
Stock Grant is subject to all of the terms and conditions set forth in
this Restricted Stock Grant Certificate and in the Plan. If a
determination is made that any term or condition set forth in this
Restricted Stock Grant Certificate is inconsistent with the Plan, the
Plan shall control. All of the capitalized terms not otherwise defined
in this Restricted Stock Grant Certificate shall have the same meaning
in this Restricted Stock Grant Certificate as in the Plan. A copy of
the Plan will be made available to Employee upon written request to
the corporate Secretary of the Company.




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EXHIBIT A






IRREVOCABLE STOCK POWER





As a condition to the issuance to the undersigned of the shares
of Stock which were granted to the undersigned as a Restricted Stock
Grant under the Consolidated Communications Holdings, Inc. 2005 Long-
Term Incentive Plan in the Restricted Stock Grant Certificate dated
_______________, 200__, the undersigned hereby executes this
Irrevocable Stock Power in order to sell, assign and transfer to
Consolidated Communications Holdings, Inc. the shares of Stock subject
to such Restricted Stock Grant for purposes of effecting any
forfeiture called for under Section 1(b) of the Restricted Stock Grant
Certificate and does hereby irrevocably give Consolidated
Communications Holdings, Inc. the power (without any further action on
the part of the undersigned) to transfer such shares of Stock on its
books and records back to Consolidated Communications Holdings, Inc.
to effect any such forfeiture. This Irrevocable Stock Power shall
expire automatically with respect to any shares of Stock on the date
such shares of Stock are no longer subject to forfeiture under Section
1(b) of such Restricted Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to
such shares of Stock.










(Date)






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EXHIBIT 10.4








CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


2005 LONG-TERM INCENTIVE PLAN


RESTRICTED STOCK GRANT CERTIFICATE





This Restricted Stock Grant Certificate evidences a Restricted Stock
Grant made pursuant to the Consolidated Communications Holdings, Inc.
2005 Long-Term Incentive Plan of ______ shares of restricted Stock to
_______________ ("Director"). This Restricted Stock Grant is granted
effective as of _______________, 200__, which shall be referred to as
the "Grant Date."





CONSOLIDATED COMMUNICATIONS


HOLDINGS, INC.





BY:__________________________





TERMS AND CONDITIONS





SECTION 1.     VESTING AND FORFEITURE.




(a)  VESTING.  Subject to Section 1(b), Director's interest in
the Stock subject to this Restricted Stock Grant shall vest
and become nonforfeitable as follows:




(i)       his interest in the first one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__,




(ii)      his interest in the second one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__,




(iii)     his interest in the third one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__, and




(iv)      his interest in the balance of the shares of Stock
subject to this Restricted Stock Grant shall
become nonforfeitable only if he continuously
serves as a Director until December ___, 200__.




(b)  FORFEITURE.  If Director's continuous service as a Director
terminates for any reason whatsoever before his interest in
all of the shares of Stock subject to this Restricted Stock









Grant have become nonforfeitable under Section 1(a), then he
shall (except as provided in Section 15 of the Plan) forfeit
all of the shares of Stock subject to this Restricted Stock
Grant except those shares in which he has (pursuant to


Section 1(a)) a nonforfeitable interest on the date his
status as an Director so terminates.




SECTION 2.     STOCKHOLDER STATUS.  Director shall have the right
under this Restricted Stock Grant to receive cash dividends (other
than cash dividends which the Committee determines are extra-ordinary
cash dividends) on all of the shares of Stock subject to this
Restricted Stock Grant and to vote such shares until Director's right
to such shares is forfeited or becomes nonforfeitable.  If Director
forfeits any shares under Section 1, Director shall at the same time
forfeit Director's right to vote such shares and to receive cash
dividends paid with respect to such shares. Any extra-ordinary cash
dividends, Stock dividends or other distributions of property made
with respect to shares that remain subject to forfeiture under Section
1 shall be held by the Company, and Director's rights to receive such
dividends or other property shall be forfeited or shall be
nonforfeitable at same time the shares of Stock with respect to which
the dividends or other property are attributable are forfeited or
become nonforfeitable. Except for the rights to receive cash dividends
(other than cash dividends which the Committee determines are extra-
ordinary cash dividends) and vote the shares of Stock subject to this
Restricted Stock Grant which are described in this Section 2, Director
shall have no rights as a Stockholder with respect to such shares of
Stock until Director's interest in such shares has become
nonforfeitable.




SECTION 3.     STOCK CERTIFICATES.  The Company shall issue a
stock certificate for the shares of Stock subject to this Restricted
Stock Grant in the name of Director upon Director's execution of the
irrevocable stock power in favor of the Company attached as Exhibit A.
Alternatively, in lieu of issuing stock certificates, the Company may
reflect the issuance of shares of Stock to Director on a non-
certificated basis, with the ownership of such shares of Stock by
Director evidenced solely by book entry in the records of the
Company's transfer agent.  The Secretary of the Company shall hold
such stock certificate or retain such share entry representing such
shares and any distributions made with respect to such shares (other
than ordinary cash dividends) until such time as Director's interest
in such shares have become nonforfeitable or have been forfeited. As
soon as practicable after each date as of which his interest in any
shares becomes nonforfeitable under Section 1(a), and subject to


Section 5, the Company shall issue to Director a stock certificate
reflecting the shares in which his interest has become nonforfeitable
on such date, or shall transfer such shares via a book entry credit to
the record of Director's broker if so requested by Director (together
with any distributions made with respect to the shares that have been
held by the Company). If shares are forfeited, the shares (together




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with any distributions made with respect to the shares that have been
held by the Company) automatically shall revert back to the Company.




SECTION 4.     TRANSFER OF STOCK.  Rights granted under this
Restricted Stock Grant Certificate shall be transferable by Director
as provided in Section 11 of the Plan.




SECTION 5.     OTHER LAWS.  The Company shall have the right to
refuse to transfer shares of Stock subject to this Restricted Stock
Grant to Director if the Company acting in its absolute discretion
determines that the transfer of such shares might violate any
applicable law or regulation.




SECTION 6.     NO RIGHT TO CONTINUE SERVICE.  Neither the Plan,
this Restricted Stock Grant Certificate, nor any related material
shall give Director the right to continue service as a Director.




SECTION 7.     GOVERNING LAW.  The Plan and this Restricted Stock
Grant Certificate shall be governed by the laws of the State of
Delaware.




SECTION 8.     BINDING EFFECT.  This Restricted Stock Grant
Certificate shall be binding upon the Company and Director and their
respective heirs, executors, administrators and successors.




SECTION 9.     HEADINGS AND SECTIONS.  The headings contained in
this Restricted Stock Grant Certificate are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Restricted Stock Grant Certificate.  All references to sections
in this Restricted Stock Grant Certificate shall be to sections of
this Restricted Stock Grant Certificate unless otherwise expressly
stated as part of such reference.




Section 10.    PLAN AND STOCK GRANT CERTIFICATE.  This Restricted
Stock Grant is subject to all of the terms and conditions set forth in
this Restricted Stock Grant Certificate and in the Plan. If a
determination is made that any term or condition set forth in this
Restricted Stock Grant Certificate is inconsistent with the Plan, the
Plan shall control. All of the capitalized terms not otherwise defined
in this Restricted Stock Grant Certificate shall have the same meaning
in this Restricted Stock Grant Certificate as in the Plan. A copy of
the Plan will be made available to Director upon written request to
the corporate Secretary of the Company.




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EXHIBIT A






IRREVOCABLE STOCK POWER





As a condition to the issuance to the undersigned of the shares
of Stock which were granted to the undersigned as a Restricted Stock
Grant under the Consolidated Communications Holdings, Inc. 2005 Long-
Term Incentive Plan in the Restricted Stock Grant Certificate dated
_______________, 200__, the undersigned hereby executes this
Irrevocable Stock Power in order to sell, assign and transfer to
Consolidated Communications Holdings, Inc. the shares of Stock subject
to such Restricted Stock Grant for purposes of effecting any
forfeiture called for under Section 1(b) of the Restricted Stock Grant
Certificate and does hereby irrevocably give Consolidated
Communications Holdings, Inc. the power (without any further action on
the part of the undersigned) to transfer such shares of Stock on its
books and records back to Consolidated Communications Holdings, Inc.
to effect any such forfeiture. This Irrevocable Stock Power shall
expire automatically with respect to any shares of Stock on the date
such shares of Stock are no longer subject to forfeiture under Section
1(b) of such Restricted Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to
such shares of Stock.







[Name]






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EXHIBIT 10.5








CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


BONUS PLAN





The Consolidated Communications Holdings, Inc. Bonus Plan ("Bonus
Plan") provides for the payment of annual cash bonuses to employees
who are considered to be senior management level and are selected to
participate in the Bonus Plan by the Compensation Committee of the
Board of Directors (the "Committee").  The Bonus Plan provides that
for a calendar year, the Committee will establish performance goals,
which may be corporate-based or individually-based, and a bonus
payment schedule detailing the amount that may be paid to each
participant (as a percentage of base salary) based upon the level of
attainment of the performance goals.  As approved by the Committee,
bonus payments for the 2007 calendar year will be based on a
combination of the following business criteria:  (i) 90% of the target
bonus payment will be based on corporate performance goals of earnings
before interest, taxes, depreciation and amortization (EBITDA),
dividend payout ratio, and broadband subscriber net additions; and


(ii) 10% of the target bonus payment will be based on individual goals
to be achieved by the senior management group as a team.