Article I

Establishment and Purpose

Windstream Corporation (the “Company”) hereby establishes the Windstream 2007 Deferred Compensation Plan (the “Plan”). This Plan is effective on the Effective Date. The purpose of the Plan is to attract and retain key employees by providing each Participant with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation and to provide for the payment of certain amounts deferred under the prior plans maintained by the Company. Effective as of January 1, 2008, this Plan was amended and restated to comply with the final Treasury regulations issued under Section 409A of the Code.

Article II

Definitions

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Article III

Eligibility and Participation

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Article IV

Deferral Elections

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A Deferral Election filed under this Section 4.2(a) applies to:

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Article V

Modifications to Payment Schedules

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Article VI

Company Contributions

Article VII

Valuation of Account Balances; Investments

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A Participant’s Deferral Election shall specify the investment allocation for Deferrals. Deferrals may be allocated among the investment options in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day. The investment allocation specified in such Deferral Election will remain in effect until the Participant modifies the investment allocation in accordance with procedures adopted by the Committee.

Participants also may re-allocate current Account Balances among the investment options in increments of 1% by filing a new investment allocation at the time and in the form specified by the Committee. The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day. The investment allocation shall apply prospectively to the Account or Accounts identified in the allocation.

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Article VIII

Distribution and Withdrawals

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Payment is treated as made upon the payment commencement date under the applicable Payment Schedule if the payment is made on or after such date in the same calendar year or, if later, by the 15 ^th day of the third calendar month following the date specified under the arrangement. If a calculation of the amount of the payment is not administratively practical due to events beyond the control of the Participant, a Beneficiary or the Participant’s estate, the payment will be treated as made upon the date specified under the Payment Schedule if the payment is made during the first calendar year in which the payment becomes administratively practicable.

Notwithstanding the foregoing, in the event that an Account is paid in installments and the balance of the remaining amounts to be paid in installments falls below $25,000 (as of the date that the installment payments commence to be paid or on the Valuation Date), then the remaining installments shall be paid to the Participant in a single lump sum within 30 days, or such later date as may be required under Code Section 409A.

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Notwithstanding anything contained in this Section 8.9 to the contrary, in no event may a payment be accelerated under Sections 8.9(d), (e), (f), (g), (h), (i), (j) or (k) following a Participant’s Separation from Service to a date that is prior to the first Business Day of the seventh month following the Participant’s Separation from Service (or if earlier, upon the Participant’s death). Except as otherwise specifically provided in this Plan, including but not limited to Section 4.6, this Section 8.9 and Section 10.1(b) hereof, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Code Section 409A.

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Article IX

Administration

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Article X

Amendment and Termination

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Notwithstanding anything contained in this Section 10.1(b) to the contrary, in no event may a payment be accelerated following a Participant’s Separation from Service to a date that is prior to the first Business Day of the seventh month following the Participant’s Separation from Service (or if earlier, upon the Participant’s death).

The provisions of paragraphs (1), (2), (3) and (5) of this Section 10.1(b) are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j)(4)(ix) and shall be interpreted and administered accordingly. The term “Company” as used in paragraphs (1) and (2) of this Section 10.1(b) shall include the Company and any entity which would be considered to be a single employer with the Company under Code Sections 414(b) or Section 414(c).

Article XI

Informal Funding

The obligation of the Company and the Affiliates under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company and the Affiliates to make payments from their general assets and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Company or any Affiliate. It is the intention of the Company and the Affiliates that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its and the Affiliates’ obligations under the Plan, and may fund such trust; provided , however , that any funds contained therein shall remain liable for the claims of the Company’s and any Affiliate’s general creditors.

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Article XII

Claims

The Committee shall comply with the additional requirements prescribed by Department of Labor Reg. 2560.503-1 for claims regarding the determination of disability.

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The Claimant or his duly authorized representative may:

The review by the Committee shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee shall furnish a written decision on review not later than sixty (60) calendar days after receipt of the written request for review of the adverse benefit determination, unless special circumstances require an extension of the time for processing the appeal. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension, and the Committee shall furnish a written decision on review not later than one hundred and twenty (120) calendar days after receipt of the written request for review of the adverse benefit determination. The decision on review shall be in writing, shall be written in a manner calculated to be understood by the Claimant, and, in the case of an adverse benefit determination on review, shall include (i) specific reasons for the adverse benefit determination, (ii) references to the specific Plan provisions on which the decision is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits, (iv) a statement that there is no voluntary appeal procedure offered by the Plan, and (v) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

The Committee shall comply with the additional requirements prescribed by Department of Labor Reg. 2560.503-1 for review of claims regarding the determination of disability.

Article XIII

General Conditions

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W INDSTREAM C ORPORATION

A TTN : S ENIOR V ICE P RESIDENT OF H UMAN R ESOURCES

4001 R ODNEY P ARHAM R OAD

L ITTLE R OCK , A RKANSAS 72212

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant.

Article XIV

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Prior Plans and Benefit Restoration Plan

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IN WITNESS WHEREOF, the undersigned executed this amended and restated Plan as of the 1 ^st day of January, 2008.

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EXHIBIT A

ELIGIBILITY CRITERIA

Eligible Employees whose pay grade is Grade 90 or above are eligible to participate in the Plan.

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EXHIBIT B

DISTRIBUTION ELECTIONS APPLIED TO PRIOR PLAN ACCOUNT

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EXHIBIT C

PARTICIPANTS WHO RECEIVE A CREDIT TO THE

1993 FUND UNDER SECTION 14.1(C)(i)

With respect to amounts transferred from his account under the prior Windstream Executive Deferred Compensation Plan

[Intentionally Omitted]

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EXHIBIT D

PARTICIPANTS WHO RECEIVE A CREDIT TO THE

1998 FUND UNDER SECTION 14.1(C)(ii)

With respect to amounts transferred from his account under the prior Windstream Management Deferred Compensation Plan

[Intentionally Omitted]

With respect to amounts transferred from his account under the prior Windstream Executive Deferred Compensation Plan

[Intentionally Omitted]

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Exhibit 10.2

WINDSTREAM BENEFIT RESTORATION PLAN

(Amended and Restated as of January 1, 2008)

WINDSTREAM BENEFIT RESTORATION PLAN

(Amended and Restated as of January 1, 2008)

TABLE OF CONTENTS

i

ii

WINDSTREAM BENEFIT RESTORATION PLAN

(Amended and Restated as of January 1, 2008)

INTRODUCTION & HISTORY

Effective July 16, 2006, Alltel Holding Corp. originally adopted the Windstream Benefit Restoration Plan (the “Plan”). Effective July 17, 2006, Alltel Holding Corp. became known as Windstream Corporation (the “Company”).

Effective January 1, 2007, the excess benefits under the Plan attributable to the Windstream Profit-Sharing Plan and Windstream 401(k) Plan were transferred to the Windstream 2007 Deferred Compensation Plan.

Effective January 1, 2008, the Company hereby amends and restates the Plan to incorporate changes required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations thereunder.

ARTICLE I

EFFECTIVE DATE; PURPOSE

Section 1.01 Name, Effective Date . The Plan hereunder shall be known as the Windstream Benefit Restoration Plan, as amended and restated effective January 1, 2008.

Section 1.02 Purpose, Funding . The purpose of the Plan is solely to provide benefits in excess of the limitations of Section 401(a)(17) of the Code, or corresponding provisions of any subsequent federal tax laws, to a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is unfunded, and the rights, if any, of any person to any benefits hereunder shall be the same as any unsecured general creditor of the Company. The benefits payable under the Plan shall be paid by the Company from its general assets.

Section 1.03 Section 409A Compliance . Alltel Holding Corp. adopted the Plan as of July 16, 2006 pursuant to the Employee Benefits Agreement by and between Alltel Corporation and Alltel Holding Corp. dated as of December 8, 2005. On July 17, 2006, Alltel Corporation distributed the shares of Alltel Holding Corp. to its shareholders, and immediately thereafter Alltel Holding Corp. merged with and into Valor Communications Group, Inc. to form the Company. The Company, as the successor to Alltel Holding Corp., assumed the Plan in connection with the merger. The Plan was not “materially modified” within the meaning of Section 409A of the Code in connection with these transactions. In order to comply with Section 409A of the Code, effective immediately before January 1, 2008, the Plan will be divided into two separate parts, one of which shall be named “Part One” and the other of which shall be named “Part Two”. Part One of the Plan shall be governed by the terms and conditions of the Plan as in effect on January 1, 2007. Part Two of the Plan shall be governed by the terms and conditions set forth herein.

(a) Grandfathered Participants . The individuals listed on Exhibit A (the “Grandfathered Participants”), who were vested, and terminated employment, as of December 31, 2004 and, therefore, whose entire benefit under Article V of Part One of the Plan qualifies as an “amount deferred” prior to January 1, 2005 within the meaning of Section 409A of the Code, shall participate in, and be governed by the terms and conditions of, Part One of the Plan. It is intended that such amounts shall be exempt from

the application of Section 409A of the Code. Nothing contained herein is intended to materially enhance a benefit or right existing under Part One of the Plan or add a new material benefit or right to Part One of the Plan with respect to Grandfathered Participants.

(b) Covered Participants . The individuals, other than Grandfathered Participants, who participated in the Plan as of December 31, 2007 as listed on Exhibit B (the “Covered Participants”), shall participate in, and be governed by the terms and conditions of, Part Two of the Plan, as set forth herein, and as it may be amended from time to time hereafter. Part Two of the Plan is intended to comply with Section 409A of the Code.

ARTICLE II

DEFINITIONS AND INTERPRETATION

Section 2.01 Definitions . When the initial letter of a word or phrase is capitalized herein, such word or phrase shall have the meaning hereinafter set forth:

(a) “ Affiliate ” means each entity with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in applying Section 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in that regulation. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Section 409A of the Code.

(b) “ Affiliated Group ” means (i) the Company and (ii) all Affiliates.

(c) “ Board ” means the Board of Directors of the Company.

(d) “ Change in Control ” has the meaning given to such term in the Windstream 2006 Equity Incentive Plan, as in effect on January 1, 2008. Notwithstanding the foregoing, to the extent that any event or occurrence described in the preceding definition does not constitute a “change in the ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, such event or occurrence shall not constitute a Change in Control for purposes of the Plan.

(e) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(f) “ Committee ” shall mean the Benefits Committee.

(g) “ Company ” means Windstream Corporation, a Delaware corporation, or its successor.

(h) “ Covered Participant ” shall have the meaning given such term in Section 1.03(b).

(i) “ Grandfathered Participant ” shall have the meaning given such term in Section 1.03(a).

(j) “ Participant ” means each individual who becomes a Participant in the Plan under Section 3.01 and continues to be a Participant under Section 3.02.

(k) “ Plan Administrator ” means the Committee.

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(l) “ Pension Plan ” means the Windstream Pension Plan, as amended from time to time.

(m) “ Plan ” means the Windstream Benefit Restoration Plan, as set forth herein effective January 1, 2008, and as it may be amended from time to time hereafter.

(n) “ Separation from Service ” means a termination of employment or service with the Affiliated Group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code. Upon a sale or other disposition of the assets of the Company or any member of the Affiliated Group to an unrelated purchaser, the Committee reserves the right, to the extent permitted by Section 409A of the Code, to determine whether Participants providing services to the purchaser after and in connection with the purchase transaction have experienced a Separation from Service.

Section 2.02 Pension Plan . Any capitalized word or phrase herein which is not defined in Section 2.01 shall have the meaning provided in the Pension Plan, based on the definition under the Pension Plan as in effect on December 31, 2007 (and therefore without regard to any subsequent amendments to the Pension Plan after December 31, 2007).

ARTICLE III

PARTICIPATION

Section 3.01 Covered Participant . Effective as of January 1, 2008, each Covered Participant shall become a Participant in the Plan. Thereafter, participation in the Plan is limited to those employees of the Affiliated Group who are (i) expressly selected by the Compensation Committee of the Board, in its sole discretion, to participate in the Plan, and (ii) a member of a “select group of management or highly compensated employees,” within the meaning of Sections 201, 301 and 401 of ERISA (the “Eligible Employees”). In lieu of expressly selecting Eligible Employees for Plan participation, the Compensation Committee of the Board may establish eligibility criteria (consistent with the requirements of clause (ii) of this Section) providing for participation of all Eligible Employees who satisfy such criteria. The Compensation Committee of the Board may at any time, in its sole discretion, change the eligibility criteria for Eligible Employees.

Section 3.02 Continued Participation . A Participant’s active participation in the Plan shall be suspended upon his employment status change as determined by the Committee or Separation from Service. Further, a Participant shall cease to be a Participant upon his non-vested Separation from Service under the Plan. Thereafter, in either foregoing case, upon his reemployment with the Affiliated Group, he shall reparticipate in the Plan if and as determined by the Compensation Committee of the Board as provided in Section 3.01.

ARTICLE IV

RETIREMENT AND SPOUSAL DEATH BENEFITS

Section 4.01 Eligibility . A Participant who is entitled to a vested Pension under the Pension Plan shall be eligible for a retirement benefit under this Article as hereinafter provided. A Spouse who is entitled to a vested Qualified Preretirement Survivor Annuity under the Pension Plan shall be eligible for a Spouse death benefit under this Article as hereinafter provided.

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Section 4.02 Amount of Retirement Benefit . The retirement benefit payable under the Plan to a Participant who is eligible therefor shall be determined as follows:

(a) the regular Pension (on a single-life-only basis payable commencing at the later of age 65 or the Participant’s Retirement) that the Participant would receive under the Pension Plan if the Pension Plan were not subject to (and contained no provisions with respect to) Section 401(a)(17) of the Code;

reduced (but not below zero) by –

(b) the regular Pension payable to the Participant (on a single-life-only basis payable commencing at the later of age 65 or the Participant’s Retirement, regardless of the actual form of payment or timing of commencement of payment) under the Pension Plan;

and, if applicable, further reduced (but not below zero) by -

(c) if the Participant has not attained age 65 on the date the retirement benefit under the Plan is to commence, the amount of the retirement benefit shall be reduced for commencement prior to age 65 to the same extent (if any) that the Participant’s Pension under the Pension Plan would have been reduced for commencement prior to age 65 if it had commenced as of the date the retirement benefit under the Plan commenced, based on the reduction factors as in effect on December 31, 2007, including any such reduction factors for which the Participant may subsequently qualify (but without regard to any subsequent amendments to the Pension Plan after December 31, 2007), provided that, if the Participant is ineligible to commence his Pension under the Pension Plan on the date the retirement benefit under the Plan is to commence, the amount of the retirement benefit shall be reduced for commencement prior to the Participant’s age 65 by five-tenths of one percent (0.5%) for each complete calendar month by which such earlier commencement date precedes the month following the month in which such Participant attains age 65.

Section 4.03 Amount of Spouse Death Benefit . The Spouse death benefit payable under the Plan to a Spouse who is eligible therefor shall be determined as follows:

(a) the Qualified Preretirement Survivor Annuity that such Spouse would receive under the Pension Plan based on the regular Pension (on a single-life-only basis payable commencing at the later of age 65 or the Participant’s death) the Participant with respect to whom the Spouse death benefit is payable would have received if the Pension Plan were not subject to (and contained no provisions with respect to) Section 401(a)(17) of the Code;

reduced (but not below zero) by –

(b) the Qualified Preretirement Survivor Annuity payable to such Spouse under the Pension Plan (regardless of the actual form of payment or timing of commencement of payment), based on the regular Pension (on a single-life-only basis payable commencing at the later of age 65 or the Participant’s death);

and, if applicable, further reduced (but not below zero) by -

(c) if the Participant with respect to whom the Spouse death benefit is payable had not attained or would not if he had survived have attained age 65 on the date the Spouse death benefit under the Plan is to commence, the Spouse death benefit shall be reduced for commencement prior to age 65 to the same extent (if any) that the Qualified Preretirement Survivor Annuity under the Pension Plan would have been reduced for commencement prior to the Participant’s age 65 if it had commenced as of the date

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the death benefit under the Plan commenced, based on the reduction factors as in effect on December 31, 2007, including any such reduction factors for which the Participant may subsequently qualify (but without regard to any subsequent amendments to the Pension Plan after December 31, 2007), provided that, if the Spouse is ineligible to commence his Qualified Preretirement Survivor Annuity under the Pension Plan on the date the Spouse death benefit under the Plan is to commence, the amount of the Spouse death benefit shall be reduced for commencement prior to the Participant’s age 65 by five-tenths of one percent (0.5%) for each complete calendar month by which such earlier commencement date precedes the month following the month in which such Participant would have attained age 65.

Section 4.04 Vesting . The benefits under this Article shall vest at the same time(s), in the same manner, and to the same extent as the Participant’s Accrued Pension under the Pension Plan.

Section 4.05 Form of Payment .

(a) Normal Annuity Form . Subject to Section 4.05(b), the form of payment of the retirement benefit or Spouse death benefit as determined under this Article shall be a monthly amount payable as of the first day of each month for the life only of the retired Participant or Spouse, as applicable, beginning at the effective time of commencement prescribed in Section 4.06 (the “Normal Annuity Form”). However, a Participant or Spouse may elect, before the actual time of commencement prescribed in Section 4.06 and pursuant to procedures established by the Committee, any alternative life annuity described in applicable Treasury Regulations under Section 409A of the Code and available under the Pension Plan which is actuarially equivalent to the Participant or Spouse’s Normal Annuity Form, using the actuarial assumptions prescribed in Section 4.08.

(b) Lump Sum Payment . Notwithstanding the foregoing, in the event that the actuarial present value of the annuity payments payable under Section 4.05(a) is below $30,000, as determined on the commencement date provided in Section 4.06 and based on the actuarial assumptions prescribed in Section 4.08, then the actuarial present value of the annuity payments shall be paid in the form of a single lump sum on the commencement date provided in Section 4.06.

Section 4.06 Time of Commencement .

(a) Retirement Benefit . The payment of a Participant’s retirement benefit under the Plan shall commence as of the first day of the first month following the later of (i) his 60th birthday or (ii) the six-month anniversary of the Participant’s Separation from Service. If payments commence as a result of Section 4.06(a)(ii), the first payment shall include any monthly payments (without interest) that would have been made had the Participant’s benefit commenced on the first day of the month following his Separation from Service.

(b) Spouse Death Benefit . Any Spouse death benefit under the Plan shall commence as of the first day of the calendar month next following the later of (i) the date the Participant would have attained his 60th birthday or (ii) the calendar month in which the Participant’s death occurs.

Section 4.07 Pre-2008 Payments . If a Participant commences payment of benefits in conjunction with his benefit under the Pension Plan prior to January 1, 2008, then such benefit shall be payable for the remainder of 2007 and subsequent calendar years at the same time and in the same form elected by the Participant under the Pension Plan. Such time and form of payment shall not be subject to change after January 1, 2008 and shall not be affected by any changes in the time or form of payment of the benefit under the Pension Plan that occur on or after January 1, 2008.

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Section 4.08 Actuarial Assumptions . For purposes of Section 4.05, the actuarial assumptions are (i) mortality using the RP-2000 Mortality Table for Combined Healthy lives, equally weighted for male and female mortality, projected to 2007, assuming 25% blue collar and 75% white collar employee participation and (ii) interest at 5% per annum. The determination of actuarial equivalent life annuities under Section 4.05(a) and actuarial present value under Section 4.05(b) shall be made as an “immediate annuity” ( i.e. , as the actuarial equivalent or actuarial present value of the benefit payable at the effective or actual time of commencement, as applicable).

ARTICLE V

SPECIAL SECTION 409A PROVISIONS

Section 5.01 Discretionary Acceleration of Payments . To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan as provided in this Section. The provisions of this Section are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j) and shall be interpreted and administered accordingly.

(a) Domestic Relations Orders . The Committee may, in its sole discretion, accelerate the time or schedule of a payment under the Plan to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b) Conflicts of Interest . The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his position in which the Participant would otherwise not be able to participate under an applicable rule).

(c) Employment Taxes . The Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where applicable, on compensation deferred under the plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional income tax at source on wages attributable to the pyramiding Section 3401 of the Code wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.

(d) Limited Cash-Outs . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, require a mandatory lump sum payment of amounts deferred under the Plan that do not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, provided that the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A of the Code.

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(e) Payment Upon Income Inclusion Under Section 409A . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan at any time the plan fails to meet the requirements of Section 409A of the Code. The payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code.

(f) Certain Payments to Avoid a Nonallocation Year Under Section 409(p) . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to prevent the occurrence of a nonallocation year (within the meaning of Section 409(p)(3) of the Code) in the plan year of an employee stock ownership plan next following the plan year in which such payment is made, provided that the amount paid may not exceed 125 percent of the minimum amount of payment necessary to avoid the occurrence of a nonallocation year.

(g) Payment of State, Local, or Foreign Taxes . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the participant (the state, local, or foreign tax amount). Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. The payment may be made in the form of withholding pursuant to provisions of applicable state, local, or foreign law or by payment directly to the Participant. Additionally, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay the income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and to pay the additional income tax at source on wages imposed under Section 3401 of the Code attributable to such additional wages and taxes. However, the total payment under this acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount.

(h) Certain Offsets . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as satisfaction of a debt of the Participant to the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code), where such debt is incurred in the ordinary course of the service relationship between the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) and the Participant, the entire amount of reduction in any of the service recipient’s (as defined in Section 409A of the Code) taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(i) Bona Fide Disputes As To A Right To A Payment . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan where such payments occur as part of a settlement between the Participant and the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.

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(j) Plan Terminations and Liquidations . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, the Committee may, in its sole discretion, provide for the acceleration of the time or schedule of a payment under the Plan as provided in Section 7.02.

(k) Other Events and Conditions . Subject to the mandatory six month delay provisions of the Plan following a Participant’s Separation from Service, a payment may be accelerated upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Except as otherwise specifically provided in the Plan, the Committee may not accelerate the time or schedule of any payment or amount scheduled to be paid under the Plan within the meaning of Section 409A of the Code.

Section 5.02 Delay of Payments . To the extent permitted under Section 409A of the Code, the Committee may, in its sole discretion, delay payment under any of the following circumstances, provided that the Committee treats all payments to similarly situated Participants on a reasonably consistent basis:

(a) Federal Securities Laws or Other Applicable Law . A Payment may be delayed where the Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation. For purposes of the preceding sentence, the making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

(b) Other Events and Conditions . A payment may be delayed upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Section 5.03 Actual Date of Payment . To the extent permitted by Section 409A of the Code, the Committee may delay payment in the event that it is not administratively possible to make payment on the date (or within the periods) specified in the Plan, or the making of the payment would jeopardize the ability of the Company (or any entity which would be considered to be a single employer with the Company under Section 414(b) or Section 414(c) of the Code) to continue as a going concern. Notwithstanding the foregoing, payment must be made no later than the latest possible date permitted under Section 409A of the Code.

Section 5.04 Discharge of Obligations . The payment to a Participant or his beneficiary of his entire benefit under the Plan shall discharge all obligations of the Affiliated Group to such Participant or beneficiary under the Plan with respect to that Plan benefit.

Section 5.05 Compliance With Code Section 409A . It is intended that the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Participants or beneficiaries. The Plan shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Although the Committee shall use its best efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A of the Code, the tax treatment of deferrals under this Plan is not warranted or guaranteed. Neither the Company, the other members of the Affiliated Group, directors, officers, employees, advisers nor the Committee shall be held

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liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or beneficiary (or any other individual claiming a benefit through the Participant or beneficiary) as a result of the Plan. Any reference in the Plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of the Plan, the phrase “permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean that the event or circumstance shall only be permitted to the extent it would not cause an amount deferred or payable under the Plan to be includible in the gross income of a Participant or beneficiary under Section 409A(a)(1) of the Code.

ARTICLE VI

ADMINISTRATION

Section 6.01 Plan Administrator . The Committee shall be responsible for the general administration of the Plan and carrying out the provisions hereof and shall be the “plan administrator” for purposes of the Employee Retirement Income Security Act of 1974, as amended from time to time. Any discretionary determination provided for in the Plan with respect to the timing, amount, or form of a Participant’s benefit under the Plan shall be made by the Committee. The Plan Administrator may retain auditors, accountants, legal counsel and actuarial counsel selected by it. Any person authorized to act on behalf of the Plan Administrator may act in any such capacity, and any such auditors, accountants, legal counsel and actuarial counsel may be persons acting in a similar capacity for one or more members of the Affiliated Group and may be employees of one or more members of the Affiliated Group. The opinion of any such auditor, accountant, legal counsel or actuarial counsel shall be full and complete authority and protection in respect to any action taken, suffered or omitted by any person authorized to act on behalf of the Plan Administrator in good faith and in accordance with such opinion. Notwithstanding the foregoing, no person shall vote or take action on a matter solely with respect to his own Plan benefit.

Section 6.02 Expenses . The Company shall pay all expenses incurred in the administration of the Plan.

Section 6.03 Records . The Company shall keep such records as shall be proper, necessary or desirable to effectuate the purposes of the Plan, including, without in any manner limiting the generality of the foregoing, records and information with respect to the benefits granted to Participants, dates of employment and determinations made hereunder.

Section 6.04 Legal Incompetency . The Plan Administrator may, in its sole and absolute discretion, make or cause to be made payment either directly to an incompetent or disabled person, or to the guardian of such person, or to the person having custody of such person, without further liability on the part of the Company, any member of the Affiliated Group, the Plan Administrator, or any person, for the amounts of such payment to the person on whose account such payment is made.

Section 6.05 Claim for Benefits . Any person who believes he is entitled to receive a benefit under the Plan shall make application in writing on the form and in the manner prescribed by the Plan Administrator. If any claim for benefits filed by any person under the Plan (the “claimant”) is denied in whole or in part, the Plan Administrator shall issue a written notice of such adverse benefit determination to the claimant. The notice shall be issued to the claimant within a reasonable period of time but in no event later than 90 days from the date the claim for benefits was filed. The notice issued by the Plan Administrator shall be written in a manner calculated to be understood by the claimant and shall include the following: (i) the specific reason or reasons for any adverse benefit determination, (ii) the specific Plan provisions on which any adverse benefit determination is based, (iii) a description of any further material or information which is necessary for the claimant to perfect his claim and an explanation of why

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the material or information is needed and (iv) an explanation of the Plan’s claim review procedure and time limits applicable to the Plan’s claim review procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

Section 6.06 Review . If the Plan Administrator denies a claim for benefits in whole or in part, or the claim is otherwise deemed to have been denied, the claimant or his duly authorized representative may submit to the Plan Administrator a written request for review of the claim denial within 60 days of the receipt of the notice of adverse benefit determination, which request shall contain the following information: (i) the date on which the claimant’s request was filed with the Plan Administrator; provided, however, that the date on which the claimant’s request for review was in fact filed with the Plan Administrator shall control in the event that the date of the actual filing is later than the date stated by the claimant pursuant to this clause (i), (ii) the specific portions of the adverse benefit determination which the claimant requests the Plan Administrator to review, (iii) a statement by the claimant setting forth the basis upon which he believes the Plan Administrator should reverse the previous adverse benefit determination and accept his claim as made and (iv) any written material (offered as exhibits) which the claimant desires the Plan Administrator to examine in its consideration of his position as stated pursuant to clause (iii).

The claimant or his duly authorized representative may: (i) submit written comments, documents, records and other information relating to the claim for benefits and (ii) review pertinent documents, including, upon request in the manner and form prescribed by the Plan Administrator and free of charge, be provided reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

The review by the Plan Administrator shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Plan Administrator shall furnish a written decision on review not later than sixty days after receipt of the written request for review of the adverse benefit determination, unless special circumstances require an extension of the time for processing the appeal. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension, and the Plan Administrator shall furnish a written decision on review not later than one hundred and twenty days after receipt of the written request for review of the adverse benefit determination. The decision on review shall be in writing, shall be written in a manner calculated to be understood by the claimant, and, in the case of an adverse benefit determination on review, shall include (i) specific reasons for the adverse benefit determination, (ii) references to the specific Plan provisions on which the decision is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, (iv) a statement that there is no voluntary appeal procedure offered by the Plan and (v) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

Section 6.07 Exhaustion of Remedies . No action for benefits under the Plan shall be brought unless and until the aggrieved person has (i) submitted a written claim for benefits in accordance with Section 6.05 within twelve months of the date the first payment would have been due the aggrieved person under the Plan, (ii) been notified by the Plan Administrator that the claim has been denied, filed a written request for a review of the claim in accordance with Section 6.06, (iii) been notified in writing of an adverse benefit determination on review and (iv) filed the action within three years of the date the first payment (or amount, as applicable) would have been due the aggrieved person under the Plan.

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ARTICLE VII

AMENDMENT AND TERMINATION

Section 7.01 Amendment . The Company reserves the right to amend, terminate or freeze the Plan, in whole or in part, at any time by action of the Board. Moreover, the Committee may amend the Plan at any time in its sole discretion to ensure that the Plan complies with the requirements of Section 409A of the Code or other applicable law; provided, however, that such amendments, in the aggregate, may not materially increase the benefit costs of the Plan to the Company. In no event shall any such action by the Board or Committee adversely affect any Participant or beneficiary who has a vested benefit under the Plan, or result in any change in the timing or manner of payment of the amount of a benefit under the Plan (except as otherwise permitted under the Plan), without the consent of the Participant or beneficiary, unless the Board or the Committee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Section 409A of the Code. To the extent permitted by Section 409A of the Code, the Committee may, in its sole discretion, modify the rules applicable to payment elections to the extent necessary to satisfy the requirements of the Uniformed Service Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C. 4301-4334.

Section 7.02 Payments Upon Termination of Plan . In the event that the Plan is terminated, the vested benefits of a Participant shall be paid to the Participant or his beneficiary on the dates on which the Participant or his beneficiary would otherwise receive payments hereunder (or, if applicable, the 2008 Deferred Compensation Plan) without regard to the termination of the Plan. Notwithstanding the preceding sentence, and to the extent permitted under Section 409A of the Code, the Company, by action taken by its Board or its designee, may terminate the Plan and pay Participants and beneficiaries their entire vested benefit subject to the following conditions:

(a) Dissolution; Bankruptcy Court Order . The termination occurs within twelve (12) months after a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the vested benefit of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made by the latest of: (i) the end of the calendar year in which the Plan termination occurs, (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (iii) the first calendar year in which payment is administratively practicable.

(b) Change in Control . The termination occurs pursuant to an irrevocable action of the Board or its designee that is taken within the thirty (30) days preceding or the twelve (12) months following a Change in Control, and all other plans sponsored by the Company (determined immediately after the Change in Control) that are required to be aggregated with this Plan under Section 409A of the Code are also terminated with respect to each participant therein who experienced the Change in Control (“Change in Control Participant”). In such event, the vested benefit of each Participant under the Plan and each Change in Control Participant under all aggregated plans shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no later than twelve (12) months after the date that the Board or its designee irrevocably approves the termination.

(c) Company’s Discretion . The termination does not occur “proximate to a downturn in the financial health” of the Company (within the meaning of Treasury Regulation Section 1.409A-3(j)(4)(ix)), and all other arrangements required to be aggregated with the Plan under Section 409A of the Code are also terminated and liquidated. In such event, the Participant’s entire vested benefit shall be paid at the time and pursuant to the schedule specified by the Committee, so long as all payments are required to be made no earlier than twelve (12) months, and no later than twenty-four (24) months, after the date the Board or its designee irrevocably approves the termination of the Plan. Notwithstanding the foregoing, any payment that would otherwise be paid pursuant to the terms of the Plan prior to the twelve

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(12) month anniversary of the date that the Board or its designee irrevocably approves the termination of the Plan shall continue to be paid in accordance with the terms of the Plan. If the Plan is terminated pursuant to this Section 7.02(c), the Company shall be prohibited from adopting a new plan or arrangement that would be aggregated with this Plan under Section 409A of the Code within three (3) years following the date that the Board or its designee irrevocably approves the termination and liquidation of the Plan.

(d) Transition Relief . The termination occurs during calendar year 2008 pursuant to the terms and conditions of the transition relief set forth in Notice 2007-86 and the applicable proposed and final Treasury Regulations issued under Section 409A of the Code. In such event, the vested benefit of each Participant shall be paid at the time and pursuant to the schedule specified by the Committee, subject to the following rules: (i) any payment that would otherwise be paid during 2008 pursuant to the terms of the Plan shall be paid in accordance with such terms, and (ii) any payment that would otherwise be paid after 2009 pursuant to the terms of the Plan shall not be accelerated into 2008.

(e) Other Events . The termination occurs upon such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Notwithstanding anything contained in this Section 7.02 to the contrary, in no event may a payment be accelerated following a Participant’s Separation from Service to a date that is prior to the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, upon the Participant’s death).

The provisions of paragraphs (a), (b), (c) and (e) of this Section 7.02 are intended to comply with the exception to accelerated payments under Treasury Regulation Section 1.409A-3(j)(4)(ix) and shall be interpreted and administered accordingly. The term “Company” as used in paragraphs (b) and (c) of this Section 7.02 shall include the Company and any entity which would be considered to be a single employer with the Company under Code Sections 414(b) or Section 414(c).

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Construction and Governing Law . The Plan shall be construed, enforced, and administered and the validity thereof determined in accordance with the laws of the State of Delaware, to the extent that applicable federal law does not apply to the Plan. Words used herein in the masculine gender shall be construed to include the feminine gender where appropriate and the words used herein in the singular or plural shall be construed as being in the plural or singular where appropriate.

Section 8.02 No Employment Rights . Neither the establishment or maintenance of the Plan nor the status of an employee as a Participant shall give any Participant any right to be retained in employment; and no Participant and no person claiming under or through such Participant shall have any right or interest in any benefit under the Plan unless and until the terms, conditions and provisions of the Plan affecting such Participant shall have been satisfied.

Section 8.03 Nonalienation . The right of any Participant or any person claiming under or through a Participant to any benefit or any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of the Participant or person; and the same shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

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Section 8.04 Limitation of Liability . No member of the Board and no officer or employee of any member of the Affiliated Group shall be liable to any person for any action taken or omitted in connection with this Plan, nor shall any member of the Affiliated Group be liable to any person for any such action or omission. No person shall, because of the Plan, acquire any right to an accounting or to examine the books or the affairs of any member of the Affiliated Group. Nothing in the Plan shall be construed to create any trust or fiduciary relationship between any member of the Affiliated Group and any Participant or any other person.

Section 8.05 Reemployment of a Participant . In the event of the reemployment as an employee in any capacity by the Company or a member of the Affiliated Group of a Participant whose employment covered under the Plan has terminated, payment of his benefits under the Plan shall not be suspended during his period of reemployment.

Section 8.06 Successors . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding upon and inure to the benefit of the Company and any successor of the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant.

IN WITNESS WHEREOF, Windstream Corporation has caused this Plan to be executed as of this 1 ^st day of January, 2008.

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WINDSTREAM BENEFIT RESTORATION PLAN

(Amended and Restated as of January 1, 2008)

EXHIBIT A

GRANDFATHERED PARTICIPANTS

(Section 1.03(a))

[Intentionally Omitted]

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WINDSTREAM BENEFIT RESTORATION PLAN

(Amended and Restated as of January 1, 2008)

EXHIBIT B

COVERED PARTICIPANTS

(Section 1.03(b))

[Intentionally Omitted]

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Exhibit 10.3

AMENDMENT NO. 1 TO

WINDSTREAM 2006 EQUITY INCENTIVE PLAN

The Windstream 2006 Equity Incentive Plan (the “Plan”) is amended, effective January 1, 2008, as follows:

1. The definition of “Subsidiary” contained in Section 2 of the Plan is hereby superseded and replaced in its entirety as set forth below:

“‘ Subsidiary ’ means a corporation, company or other entity which is designated by the Board and in which the Company has a direct or indirect ownership or other equity interest, provided, however, that (i) for purposes of determining whether any person may be a Participant with respect to any grant of Incentive Stock Options, the term “Subsidiary” has the meaning given to such term in Section 424 of the Code, as interpreted by the regulations thereunder and applicable law; and (ii) for purposes of determining whether any person may be a Participant with respect to any grant of Option Rights or Appreciation Rights that are intended to be exempt from Section 409A of the Code, the term “Subsidiary” means any corporation or other entity as to which the Company is an “eligible issuer of service recipient stock” (within the meaning of 409A of the Code).”

2. Section 12 of the Plan is hereby superseded and replaced in its entirety as set forth below:

“ 12. Adjustments . The Board shall make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Performance Shares, Restricted Stock Units and share-based awards described in Section 10 of this Plan granted hereunder, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to

reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to the number specified in Section 3(c)(i) shall be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail so to qualify. In no event shall any adjustment be required under this Section 12 if the Board determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award.”

3. Section 18 of the Plan is hereby superseded and replaced in its entirety as set forth below:

“ 18. Compliance with Section 409A of the Code . Awards granted under this Plan shall be designed and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Board determines that any award granted under the Plan is subject to Section 409A of the Code, the Evidence of Award shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Evidence of Award (unless the Evidence of Award provides otherwise with specific reference to this Section), an award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. Although the Company intends to administer the Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither the Company, its Subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under the Plan. Any reference in this Plan to Section 409A of the Code will also include the applicable proposed, temporary or final regulations, or any other guidance, issued with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.”

4. Except as explicitly set forth herein, the Plan will remain in full force and effect.

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Exhibit 10.4

AMENDMENT NO. 1 TO

WINDSTREAM PERFORMANCE

INCENTIVE COMPENSATION PLAN

The Windstream Performance Incentive Compensation Plan (the “Plan”) is amended, effective January 1, 2008, as follows:

1. Article VII of the Plan is hereby superseded and replaced in its entirety as set forth below:

“ VII. PAYMENT OF AWARDS

Subject to Section VI hereof, Awards for any Plan Year shall be paid after the end of that Plan Year, but in no event later than March 15 of the calendar year immediately following the end of that Plan Year.”

2. Except as explicitly set forth herein, the Plan will remain in full force and effect.

Exhibit 10.5

AMENDED AND RESTATED

CHANGE-IN-CONTROL AGREEMENT

This Change-in-Control Agreement, dated January 1, 2008 (“Agreement”), is made by and between Windstream Corporation, a Delaware corporation (as hereinafter defined, the “Corporation”), and                                          (as hereinafter defined, the “Executive”).

WHEREAS, the Board of Directors of the Corporation (as hereinafter defined, the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) of the Corporation exists and that such possibility, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Corporation or of a Subsidiary to the detriment of the Corporation and its stockholders; and

WHEREAS, the Executive is a key management employee of the Corporation or of a Subsidiary; and

WHEREAS, the Board has determined that the Corporation should encourage the continued employment of the Executive by the Corporation or a Subsidiary and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances arising from the possibility of a Change in Control; and

WHEREAS, the Corporation and the Executive are parties to a Change-in-Control Agreement dated as of November 7, 2006 (the “Original Agreement”); and

WHEREAS, the Corporation and the Executive desire to amend and restate the Original Agreement so that this Agreement will replace the Original Agreement in its entirety.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Corporation and the Executive hereby agree as follows:

1. Defined Terms . For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Annual Incentive Plan” shall mean the Windstream Corporation Performance Incentive Compensation Plan, the Windstream Corporation Executive Incentive Compensation Plan and any one or more other formalized plans, if any, in which the Executive is eligible to participate providing incentive compensation payable in cash to eligible participants determined on the basis of a measuring period not in excess of 12 calendar months, but shall expressly exclude, without limitation, the Windstream Management Deferred Compensation Plan, the Windstream Executive Deferred Compensation Plan, the Windstream Benefit Restoration Plan, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, the Windstream 2006 Equity Incentive Plan, and any other plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued, any amendment or restatement of, or successor plan to, any of the foregoing plans in effect from time to time, and any executive fringe benefits.

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(B) “Annual Incentive Target” shall mean with respect to any measuring period, the amount of cash compensation that would be payable to the Executive under the Annual Incentive Plan for such measuring period, computed assuming that the level of performance with respect to a performance goal identified in accordance with the terms of the Annual Incentive Plan as the “target” level of performance has been achieved. Where no level of performance has been specifically identified as the “target” level, the “target” level shall be (i) the only level if one level is identified, (ii) the higher of two levels if two levels are identified, and (iii) the highest level if three or more levels are identified. Where the amount of compensation depends on the achievement of multiple performance goals, the achievement of each target level of performance with respect to each goal shall be assumed.

(C) “Board” shall mean the Board of Directors of the Corporation, as constituted from time to time.

(D) “Cause” for termination by the Corporation of the Executive’s employment shall mean (i) the willful failure by the Executive substantially to perform the Executive’s duties with the Corporation or a Subsidiary, other than any failure resulting from the Executive’s incapacity due to physical or mental illness or any actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive in accordance with paragraph (A) of Section 8, that continues for at least 30 calendar days after the Board delivers to the Executive a written demand for performance that identifies specifically and in detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties, (ii) a conviction, guilty plea or plea of nolo contendere of the Executive for any felony, (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Corporation or any Subsidiary, monetarily or otherwise, (iv) a material violation by the Executive of the corporate governance board guidelines and code of ethics of the Corporation or any Subsidiary; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation, (vi) the repeated use of alcohol by the Executive that materially interferes with the Executive’s duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of a the Corporation or any Subsidiary, or (vii) a material breach by the Executive of any of the protective covenants contained in Section 9. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Corporation and its Subsidiaries.

(E) A “Change in Control” shall mean, if at any time subsequent to the date of this Agreement any of the following events shall have occurred:

(i) The acquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Corporation where such acquisition causes any such Person to own fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this definition, any acquisition by any

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corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subparagraph (iii) below shall not be deemed to result in a Change in Control;

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) The consummation of a reorganization, merger or consolidation or sale or other disposition of more than fifty percent (50%) of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(F) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(G) “Corporation” shall mean Windstream Corporation and any successor to its business or assets, by operation of law or otherwise.

(H) “Date of Termination” shall have the meaning stated in paragraph (B) of Section 8 hereof.

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(I) “Disability” shall be deemed the reason for the termination by the Corporation of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Corporation or a Subsidiary for a period of six consecutive months, the Corporation shall have given the Executive a Notice of Termination for Disability, and, within 20 business days after the Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(J) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(K) “Executive” shall mean the individual named in the first paragraph of this Agreement.

(L) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence, without the Executive’s express written consent, of any one of the following:

(i) the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Corporation or of a Subsidiary or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change in Control;

(ii) a reduction by the Corporation in the Executive’s annual base salary to any amount less than the Executive’s annual base salary as in effect immediately prior to the Change in Control;

(iii) the relocation of the principal executive offices of the Corporation to a location more than 35 miles from the location of such offices immediately prior to the Change in Control or the Corporation’s requiring the Executive to be based anywhere other than the principal executive offices of the Corporation, or in the case that the Executive was not based at the principal executive offices of the Corporation immediately prior to the Change of Control, to a location more than 35 miles from the location where the Executive was based immediately prior to the Change of Control, except for required business travel to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control;

(iv) the failure by the Corporation to pay to the Executive any portion of the Executive’s current compensation, or to pay to the Executive any deferred compensation under any deferred compensation program of the Corporation, within five calendar days after the date the compensation is due (taking into account applicable restrictions under Section 409A) or to pay or reimburse the Executive for any expenses incurred by him for required business travel;

(v) the failure by the Corporation to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control that is material to the Executive’s total compensation, including but not limited to, stock option, restricted stock, stock appreciation right, incentive compensation, bonus, and other plans,

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unless an equitable alternative arrangement embodied in an ongoing substitute or alternative plan has been made, or the failure by the Corporation to continue the Executive’s participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of compensation provided and the level of the Executive’s participation relative to other participants, than existed immediately prior to the Change in Control;

(vi) the failure by the Corporation to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Corporation’s pension, profit-sharing, life insurance, medical, health and accident, disability, or other employee benefit plans in which the Executive was participating immediately prior to the Change in Control; the failure by the Corporation to continue to provide the Executive any material fringe benefit or perquisite enjoyed by the Executive immediately prior to the Change in Control; or the failure by the Corporation to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Corporation’s normal vacation policy in effect immediately prior to the Change in Control;

(vii) any purported termination by the Corporation of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying the requirements of paragraph (A) of Section 8 hereof; or

(viii) any failure by the Corporation to comply with and satisfy Section 12(A) of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive.

(M) “Non-Interference/Assistance Period” shall mean the period commencing with the Date of Termination and ending on the first anniversary of the Date of Termination.

(N) “Notice of Termination” shall have the meaning stated in paragraph (A) of Section 8 hereof.

(O) “Payment Trigger” shall mean the occurrence of a Change in Control during the term of this Agreement coincident with or followed at any time before the end of the second anniversary of the Change in Control by the termination of the Executive’s employment with the Corporation or a Subsidiary in a manner that constitutes a “separation from service”, as defined in Section 409A, for any reason other than (i) by the Executive without Good Reason, (ii) by the Corporation as a result of the Disability of the Executive or with Cause or, (iii) as a result of the death of the Executive.

(P) “Section 409A” shall mean Section 409A of the Code and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

(Q) “Subsidiary” shall mean any corporation or other entity or enterprise, whether incorporated or unincorporated, of which at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others serving similar functions with respect to such corporation or other entity or enterprise is

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owned by the Corporation or other entity or enterprise of which the Corporation directly or indirectly owns securities or other interests having all the voting power.

2. Term of Agreement . This Agreement shall become effective on the date hereof and, subject to the second sentence of this Section 2, shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 8, or the death of the Executive, shall have occurred prior to a Change in Control, (ii) if a Payment Trigger shall have occurred during the term of this Agreement, the performance by the Corporation of all its obligations, and the satisfaction by the Corporation of all its obligations and liabilities, under this Agreement, (iii) the five year anniversary of the date of this Agreement if, as of that five year anniversary, a Change in Control shall not have occurred and be continuing, or (iv) in the event, as of the five year anniversary of the date of this Agreement, a Change in Control shall have occurred and be continuing, either the expiration of such period thereafter within which a Payment Trigger does not or can not occur or the ensuing occurrence of a Payment Trigger and the performance by the Corporation of all of its obligations and liabilities under this Agreement. Any Change in Control during the term of this Agreement that for any reason ceases to constitute a Change in Control or is not followed by a Payment Trigger shall not effect a termination or lapse of this Agreement.

3. General Provisions .

(A) The Corporation hereby represents and warrants to the Executive as follows: The execution and delivery of this Agreement and the performance by the Corporation of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation. This Agreement is a legal, valid and legally binding obligation of the Corporation enforceable in accordance with its terms. Neither the execution or delivery of this Agreement nor the consummation by the Corporation of the actions contemplated hereby (i) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of the Corporation, (ii) will violate or be in conflict with any applicable law or any judgment, decree, injunction or order of any court or governmental agency or authority, or (iii) will violate or conflict with or constitute a default (or an event of which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of the Corporation under, any term or provision of the certificate of incorporation or bylaws (or other charter documents) of the Corporation or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which the Corporation is a party or by which the Corporation or any of its properties or assets may be bound or affected.

(B) No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement. In no event shall payments in accordance with this Agreement be made in respect of more than one Payment Trigger.

(C) This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Corporation, the Executive shall not have any right to be retained in the employ of the Corporation or of a Subsidiary. Notwithstanding the immediately preceding sentence or any

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other provision of this Agreement, no purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying paragraph (A) of Section 8 shall be effective for purposes of this Agreement. The Executive’s right, following the occurrence of a Change in Control, to terminate his employment under this Agreement for Good Reason shall not be affected by the Executive’s Disability or incapacity. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason under this Agreement.

4. Payments Due Upon a Payment Trigger . Upon the occurrence of a Payment Trigger during the term of this Agreement:

(A) The Corporation shall pay to the Executive the following amounts in cash as follows:

(i) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination;

(ii) the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other completed measuring period preceding the occurrence of the Date of Termination under any incentive compensation plan but has not yet been paid to the Executive, and such amount shall be paid in a lump sum within (x) 30 days following the Date of Termination or (y) any earlier date as required by the applicable incentive plan;

(iii) the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan’s terms with respect to the fiscal year during which the Date of Termination occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Date of Termination, or (II) such later period as required by Section 6; and

(iv) any accrued vacation pay to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination.

(B) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or within such later period as required by Sections 6, an amount equal to the product of: (i) [3.0 to 1.0] multiplied by, (ii) the sum of: (x) the higher of the Executive’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the higher of the Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or the Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger.

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(C) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or such later period as required by Sections 6, an amount equal to the product of (i) the Executive’s monthly premium for health and dental insurance continuation coverage for the Executive and the Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (ii) [24 or 36] months.

(D) The Corporation shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion, provided that (i) the cost to the Corporation shall not exceed [$25,000 or $50,000], and (ii) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond the end of the second calendar year that begins after the Executive’s Date of Termination.

(E) To the extent not theretofore paid or provided, the Corporation shall pay to the Executive all vested benefits or other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Corporation or any of its Subsidiaries at or subsequent to the Date of Termination in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

Notwithstanding the foregoing, if the Executive receives the payments and benefits in accordance with paragraphs (A)(iii), (B), (C) and (D) of this Section 4, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Corporation or its Subsidiaries, unless otherwise specifically provided therein in a specific reference to this Agreement.

5. Gross-Up Payments .

(A) This Section 5 shall apply if a Payment Trigger shall have occurred during the term of this Agreement.

(B) In the event it shall be determined that any payment or distribution by or on account of the Corporation or any of its Subsidiaries that is made to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise), but determined without regard to any additional payments required under this Section 5 (a “Payment”), is (or will be) subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are (or will be) incurred by the Executive with respect to the excise tax imposed by Section 4999 of the Code with respect to the Corporation or any Subsidiary (the excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) from the Corporation in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up

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Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A, the Executive receives an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 5(B), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

(C) Subject to the provisions of paragraph (D) of this Section 5, all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at the determination, shall be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and the Executive within 30 calendar days after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. In the event that at any time relevant to this Agreement the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized certified public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments that the Corporation should have made will not have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Corporation exhausts its remedies in accordance with paragraph (D) of this Section 5 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of Underpayment that has occurred and the Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive.

(D) The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require a Gross-Up Payment (that has not already been paid by the Corporation). The notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of the claim and shall apprise the Corporation of the nature of the claim and the date on which the claim is requested to be paid. The Executive shall not pay the claim prior to the expiration of the 30 calendar day period following the date on which the Executive gives notice to the Corporation or any shorter period ending on the date that any payment of taxes with respect to the claim is due. If the Corporation notifies the Executive in writing prior to the expiration of the 30 calendar day period that it desires to contest the claim, the Executive shall:

(i) give the Corporation any information reasonably requested by the Corporation relating to the claim;

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(ii) take any action in connection with contesting the claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to the claim by an attorney reasonably selected by the Corporation;

(iii) cooperate with the Corporation in good faith in order effectively to contest the claim; and

(iv) permit the Corporation to participate in any proceedings relating to the claim.

The Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with the contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto), but excluding any income taxes and penalties imposed pursuant to Section 409A, imposed as a result of the representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 5, the Corporation shall control all proceedings taken in connection with the contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of the claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine. To the fullest extent permitted by applicable law, if the Corporation directs the Executive to pay the claim and sue for a refund, the Corporation shall advance the amount of the payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance; and any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount is claimed to be due shall be limited solely to the contested amount. The Corporation’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(E) If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph (D) of this Section 5, the Executive becomes entitled to receive any refund with respect to the claim, the Executive shall, subject to the Corporation’s compliance with the requirements of paragraph (D) of this Section 5, promptly pay to the Corporation the amount of the refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph (D) of this Section 5, a determination is made that the Executive shall not be entitled to any refund with respect to the claim and the Corporation does not notify the Executive in writing of its intent to contest the denial of refund prior to the expiration of 30 calendar days after the determination, then the advance shall be forgiven and

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shall not be required to be repaid and the amount of the advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(F) The Executive’s right to receive any Gross-Up Payment is conditioned on the Executive providing written notice of the related Excise Tax to the Corporation no later than 20 calendar days prior to the end of the calendar year next following the calendar year in which the Excise Tax on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority. Subject to the Executive’s compliance with the condition in the foregoing sentence, the Corporation shall pay to the Executive any Gross-Up Payment within 10 calendar days following delivery of the Accounting Firm’s determination that such Gross-Up Payment is required in accordance with this Section 5. The Executive’s right to reimbursement or payment by the Corporation of expenses incurred by the Executive in connection with a tax audit or litigation relating to the Excise Tax, as provided for in this Section 5, is conditioned on the Executive providing a written request to the Corporation for such expenses no later than 20 calendar days prior to the end of the calendar year following the calendar year in which the Excise Taxes that are subject to the audit or litigation are remitted to the Internal Revenue Service or any other applicable taxing authority, or where as a result of the audit or litigation, no Excise Taxes are remitted, the end of the calendar year next following the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. Subject to the Executive’s compliance with the condition in the foregoing sentence, the Corporation shall reimburse the Executive for any expenses incurred by the Executive in connection with a tax audit or litigation relating to the Excise Tax, as provided for in this Section 5, within 10 calendar days after the Executive’s delivery to the Corporation of a written request for such expenses. If a Gross-Up Payment is payable by the Corporation, the Corporation shall either pay such Gross-Up Payment to the Executive or withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

(G) All fees and expenses of the Accounting Firm for services performed pursuant to this Section 5 at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 10th anniversary of the date of the Change of Control, shall be borne solely by the Corporation. The Corporation shall pay such fees and expenses not later than the end of the calendar year following the calendar year in which the related work is performed or the expenses are incurred by the Accounting Firm. The amount of such fees and expenses that the Corporation is obligated to pay in any given calendar year shall not affect the fees and expenses that the Corporation is obligated to pay in any other calendar year, and the Executive’s right to have the Corporation pay such fees and expenses may not be liquidated or exchanged for any other benefit.

6. Compliance with Section 409A .

(A) Notwithstanding anything contained in this Agreement to the contrary, if the Executive is a “specified employee,” as determined under the Corporation’s policy for determining specified employees on the Date of Termination, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid

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or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 1274(d) of the Code as of the Date of Termination) within 30 calendar days after the first business day following the six month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within 10 calendar days after the Executive’s death).

(B) It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Corporation shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Although the Corporation shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Corporation, its Subsidiaries nor their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive or other taxpayer as a result of the Agreement.

7. Release . Notwithstanding anything contained herein to the contrary, the Corporation shall only be obligated to pay or provide any benefit under Sections 4(A)(iii), 4(B), 4(C), 4(D) or Section 5 if: (A) within the 50-day period after the Date of Termination the Executive first executes a release substantially in the form attached hereto as Exhibit A ; and (B) the Executive does not revoke the release during the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or any similar revocation period, if applicable.

8. Termination Procedures .

(A) On or after the occurrence of a Change in Control, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 13 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard by the members of the Board) finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Section 1(D), and specifying the particulars thereof in detail.

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(B) “Date of Termination” shall mean the effective date of the Executive’s employment with the Corporation or its affiliates that constitutes a “separation from service” within the meaning of Section 409A of the Code. Except as provided in the next sentence, the Date of Termination shall be determined as follows: (i) if the Executive’s employment is terminated for Disability, 20 business days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that 20 business day period) and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which, in the case of a termination by the Corporation, shall not be less than ten business days except in the case of a termination for Cause, and, in the case of a termination by the Executive, shall not be less than ten business days nor more than 20 business days, respectively, after the date such Notice of Termination is given. The Corporation and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 8(B) constitutes a “separation from service” within the meaning of Section 409A of the Code and that the date on which such separation from service takes place is the “Date of Termination.”

9. Non-Disclosure; Non-Competition; and Non-Interference

(A) The Executive acknowledges that in the course of his employment with the Corporation and its Subsidiaries he has had and will have access to confidential information and trade secrets proprietary to the Corporation and its Subsidiaries, including, without limitation, information relating to the Corporation’s and its Subsidiaries’ products, suppliers, and customers, the sources, nature, processes, costs and prices of the Corporation’s and its Subsidiaries’ products, the names, addresses, contact persons, purchasing and sales histories, and preferences of the Corporation’s and its Subsidiaries’ suppliers and customers, the Corporation’s and its Subsidiaries’ business plans and strategies, and the names and addresses of, amounts of compensation paid to, and the trading and sales performance of the Corporation’s and its Subsidiaries’ employees and agents (hereinafter referred to as the “Confidential Information”). The Executive further acknowledges that the Confidential Information is proprietary to the Corporation and its Subsidiaries, that the unauthorized disclosure of any of the Confidential Information to any person or entity will result in immediate and irreparable competitive injury to the Corporation and its Subsidiaries, and that such injury cannot adequately be remedied by an award of monetary damages. Accordingly, the Executive shall not at any time disclose any Confidential Information to any person or entity who is not properly authorized by the Corporation or its Subsidiaries to receive the information without the prior written consent of the Chairman of the Board of the Corporation (which consent may be withheld for any reason or no reason) unless and except to the extent that such disclosure is required by any subpoena or other legal process (in which event the Executive will give the Chairman of the Board of the Corporation prompt written notice of such subpoena or other legal process in order to permit the Corporation and its Subsidiaries to seek appropriate protective orders), and that he shall not use any Confidential Information for his own account without the prior written consent of the Chairman of the Board of the Corporation (which consent may be withheld for any reason or no reason).

(B) The Executive shall not during his employment with the Corporation or its Subsidiaries and thereafter until the expiration of the Non-Interference/Assistance Period, in any

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manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, (i) engage in or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Corporation or its Subsidiaries, or any business that each of the Corporation or its Subsidiaries has engaged in during the preceding one-year period, within any state in which the Corporation or any of its Subsidiaries is licensed as an incumbent or competitive local exchange carrier, or (ii) solicit, service, or accept the business of any active customer of the Corporation or its Subsidiaries, or any person or entity who is or was at any time during the previous one-year period a customer of the Corporation or its Subsidiaries. Nothing in this Section shall prohibit the Executive from being: (x) a shareholder in a mutual fund or a diversified investment company or (y) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business of such corporation or other entity. For the purpose of clarification, the business in which the Corporation is actively engaged (I) includes the provision of retail and wholesale wireline telecommunication services including, without limitation, local and long distance voice services, network access, and broadband products and data services regardless of method of technology used to provide such services including without limitation as a reseller, an interexchange carrier, a cable operator, a competitive access service provider, a voice-over-internet protocol provider or other provider using forms of wireline communication technology and (II) excludes wireless communication services.

(C) The Executive shall not during his employment with the Corporation or its Subsidiaries and thereafter until the expiration of the Non-Interference/Assistance Period employ, or assist any person or entity in employing, any employee of the Corporation or its Subsidiaries. The Executive shall not during his employment with the Corporation or its Subsidiaries and thereafter until the expiration of the Non-Interference/Assistance Period solicit, or assist any person or entity to solicit, any employee of any member of the Corporation or its Subsidiaries to leave the employment of the Corporation or its Subsidiaries or to become employed by any other entity.

(D) If a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

(E) The Executive acknowledges that the covenants contained in this Section 9 are a principal inducement for the willingness of the Corporation to enter into this Agreement and make the payments and provide the benefits to the Executive under this Agreement and that the Corporation and the Executive intend the covenants to be binding upon and enforceable against the Executive in accordance with their terms, notwithstanding any common or statutory law to the contrary. The Executive agrees that the obligations of the Corporation under this Agreement (specifically including, but not limited to, the obligation to make any payment or provide any benefit under Sections 4(A)(iii), 4(B), 4(C), 4(D) or Section 5) constitute sufficient consideration for the covenants contained in this Section 9. The Corporation and the Executive

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further agree that the restrictions contained in this Section 9 are reasonable in period, scope and geographical area and are necessary to protect the legitimate business interests and Confidential Information of the Corporation and its Subsidiaries. The Executive agrees that he will notify the Corporation and its Subsidiaries in writing if he has, or reasonably should have, any questions regarding the applicability of this Section 9. Because the Executive’s services are unique and because the Executive has access to Confidential Information, the parties agree that the Corporation and its Subsidiaries would be damaged irreparably in the event any of the provisions of this Section 9 were not performed in accordance with their specific terms or were otherwise breached and that money damages would be an inadequate remedy for any such non-performance or breach. In the event that the Executive breaches or threatens to breach any such provision of this Section 9, the parties agree that the Corporation and its Subsidiaries shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive hereby waives any claim that the Corporation or its Subsidiaries have an adequate remedy at law. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the ability of the Corporation and its Subsidiaries to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages.

10. No Offsets or Mitigation . The Corporation’s obligation to make the payments provided for in Sections 4, 5 or 11 of this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation or any of its Subsidiaries may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

11. Disputes .

(A) Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the Executive to the Corporation either before suit thereupon is filed or within 20 business days thereafter, be settled exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting (i) if the Executive is employed by the Corporation or any Subsidiary at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (ii) if the Executive’s employment with the Corporation or any Subsidiary has terminated prior to the time of initiation of the arbitration, at a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Corporation’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any breach or

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threatened breach by the Executive of his obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 11(B) below.

(B) Any legal action concerning this Agreement, other than an arbitration described in paragraph (A) of this Section 11, whether instituted by the Corporation or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the city, county, or parish in which the Executive’s principal residence is located at the time such action is commenced. The Corporation hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of that court and hereby irrevocably agrees that all claims in respect of the action shall be instituted, heard, and determined in that court. The Corporation agrees that such court is a convenient forum, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C) To the fullest extent permitted by applicable law, the Corporation shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Corporation and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Corporation or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, provided that if the Executive instituted the proceeding and the judge, arbitrator, or other individual presiding over the proceeding affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall pay all costs and expenses, including attorney’s fees and disbursements, of the Executive and the Corporation. The Corporation shall pay prejudgment interest, compounded annually, on any money judgment obtained by the Executive as a result of such proceeding, calculated at the prime rate (as published in The Wall Street Journal ) in effect as of the date the payment should otherwise have been provided. Any reimbursement or payment of amounts to the Executive provided under this Section 11(C), shall be subject to the following rules: (i) the expenses must be incurred at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 10th anniversary of the date of the Change in Control; (ii) the expenses shall be paid by the Corporation as incurred (within 10 days following the Corporation’s receipt of an invoice from the Executive); provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (iii) the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iv) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

12. Successors; Binding Agreement .

(A) In addition to any obligations imposed by law upon any successor to the Corporation, the Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Corporation expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. The provisions of this Section 12 shall continue to apply to each subsequent

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employer of Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer.

(B) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

13. Notices . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Corporation:

Windstream Corporation

4001 Rodney Parham Road

Little Rock, Arkansas 72212

Attention: Chief Executive Officer

To the Executive:

14. Miscellaneous . Except as otherwise provided in Section 6, no provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Corporation specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed.

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15. Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(Signatures are on the following page)

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

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EXHIBIT A

******

WAIVER AND RELEASE AGREEMENT

THIS WAIVER AND RELEASE AGREEMENT (this “Waiver and Release”) is entered into by and between                                          (“Executive”) and Windstream Corporation (the “Company”) (collectively, the “Parties”).

WHEREAS , the Parties have entered into a Change-in-Control Agreement dated January 1, 2008 (the “Agreement”);

WHEREAS , Executive’s employment has been or will be terminated on                      in accordance with the Agreement;

WHEREAS , Executive is required to sign this Waiver and Release in order to receive the payment of certain severance benefits under the Agreement following termination of employment; and

WHEREAS , the Company has agreed to sign this Waiver and Release.

NOW, THEREFORE , in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

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Mr. Tommy Keet

Windstream Corporation

4001 Rodney Parham Drive

Little Rock, Arkansas 72212

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PLEASE READ CAREFULLY. WITH RESPECT TO EXECUTIVE,

THIS WAIVER AND RELEASE INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent thereof to sign, this Waiver and Release on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.

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Exhibit 10.6

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

BETWEEN

WINDSTREAM CORPORATION AND JEFFERY R. GARDNER

This Employment Agreement (this “Agreement”) is made, entered into, and is effective as of January 1, 2008 (the “Effective Date”), by and between Windstream Corporation, a Delaware corporation (“Windstream”), and Jeffery R. Gardner (the “Executive”).

The Executive is the President and Chief Executive Officer of Windstream. Windstream is desirous of assuring the continued employment of the Executive and wishes to establish certain terms and conditions of employment of the Executive, to provide certain benefits to the Executive in the case of his termination of employment, and to obtain certain agreements from the Executive for the benefit of Windstream. Windstream and the Executive are parties to an Employment Agreement dated as of November 7, 2006 (the “Original Agreement”). Windstream and the Executive desire to amend and restate the Original Agreement so that this Agreement will replace the Original Agreement in its entirety.

Windstream and the Executive agree as follows:

Section 1. Definitions .

For purposes of this Agreement, the following terms shall have the meanings indicated below:

1.1 “Annual Incentive Benefit” shall mean the higher of the Annual Incentive Target or the Prior Annual Incentive Amount.

1.2 “Annual Incentive Plan” shall mean the Windstream Corporation Performance Incentive Compensation Plan, the Windstream Corporation Executive Incentive Compensation Plan and any one or more other formalized plans, if any, in which the Executive is eligible to participate providing incentive compensation payable in cash to eligible participants determined on the basis of a measuring period not in excess of 12 calendar months, but shall expressly exclude, without limitation, the Windstream Management Deferred Compensation Plan, the Windstream Executive Deferred Compensation Plan, the Windstream Benefit Restoration Plan, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, the Windstream 2006 Equity Incentive Plan, and any other plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued, any amendment or restatement of, or successor plan to, any of the foregoing plans in effect from time to time, and any executive fringe benefits.

1.3 “Annual Incentive Target” shall mean the amount of cash compensation that would be payable to the Executive under the Annual Incentive Plan for the measuring period during which the Termination Date occurs, computed assuming that the level of performance with respect to a performance goal identified in accordance with the terms of the Annual Incentive Plan as the “target” level of performance has been achieved. Where no level of performance has been specifically identified as the “target” level, the “target” level shall be (i) the only level if one level is identified, (ii) the higher of two levels if two levels are identified,

and (iii) the highest level if three or more levels are identified. Where the amount of compensation depends on the achievement of multiple performance goals, the achievement of each target level of performance with respect to each goal shall be assumed.

1.4 “Base Salary” shall have the meaning given to such term in Section 5.1, except that where the Base Salary of the Executive has, notwithstanding the provisions of Section 5.1, been reduced, Base Salary shall mean the Base Salary without giving effect to the reduction.

1.5 “Beneficiary” shall mean the person so designated by the Executive in a written notice to Windstream prior to his death, and in the absence of a written beneficiary designation, the Executive’s Beneficiary shall be his surviving Spouse, or if he has no surviving Spouse, his estate, except (in each case) where otherwise required by law or the terms of an applicable compensation arrangement or employee benefit plan.

1.6 “Board” (or “Windstream’s Board”) shall mean the Board of Directors of Windstream or a duly authorized committee of the Board, including, without limitation, the Compensation Committee of the Board.

1.7 “Cause” shall have the meaning given to such term in Section 7.3.

1.8 “Compensation Committee” shall mean the Compensation Committee of the Board or, with respect to any period during which there is no Compensation Committee of the Board, the Board.

1.9 “Disability” shall mean the incapacity of the Executive, due to injury, illness, disease, or bodily or mental infirmity, to engage in the performance of his usual duties as contemplated by Section 3 (Position and Responsibilities), except for an incapacity of the Executive for a period of 60 calendar days or less in the aggregate during any period of 12 consecutive calendar months in the absence of a reasonable expectation that the Executive’s incapacity will exist for more than 60 calendar days. “Disability” shall be determined by the Board in the good faith exercise of its discretion upon receipt of and in reliance on competent medical advice from one or more individuals who are qualified to give professional medical advice on the matters that are relevant to the Executive’s condition selected by the Board.

1.10 “Good Reason” shall mean the occurrence on or after the Effective Date and no more than 90 calendar days prior to the date that Notice of Termination is given by the Executive in accordance with Section 7.5 (Termination by Windstream Other Than for Cause or by Executive for Good Reason), without the Executive’s express written consent, of any one or more of the following:

(i) Any action of Windstream that results in a material adverse change in the Executive’s position (including status, offices, title, and reporting requirements), authorities, duties, or other responsibilities;

(ii) A material reduction by Windstream in the Executive’s compensation, as contemplated by Section 5;

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(iii) The failure of the Board to nominate the Executive for election or re-election to the Board; and

(iv) A material breach by Windstream of any provision of this Agreement;

provided, however, that before the Executive may resign for Good Reason, Windstream must have an opportunity within 30 days following delivery of such Notice of Termination to cure the Good Reason condition.

Notwithstanding the foregoing, in no event shall any of the following constitute “Good Reason”:

(i) A reduction in any component of the Executive’s compensation if coincident with the reduction in that component of the Executive’s compensation one or more other components of the Executive’s compensation is or are increased or a substitute or alternative is provided so that the Executive’s overall compensation is not materially reduced;

(ii) The Executive does not earn cash bonuses or benefit from equity incentives awarded to the Executive because one or more performance goals or targets (including appreciation in value related to equity awards) was or were not achieved; and

(iii) The suspension of the Executive for the period during which the Board is making a determination whether to terminate the Executive for Cause in accordance with Section 7.3 (Termination for Cause).

1.11 “Non-Interference/Assistance Period” shall mean the period commencing with the Termination Date and ending on the first anniversary of the Termination Date.

1.12 “Notice of Termination” shall have the meaning given to such term in Section 12.1.

1.13 “Ordinary Termination Benefits” shall mean (i) the Executive’s Base Salary earned but not paid through the Termination Date and (ii) Other Vested Benefits.

1.14 “Other Vested Benefits” shall mean all accrued but unpaid vacation pay as of the Termination Date and any amount payable to the Executive under the Annual Incentive Plan’s terms with respect to the measuring period ending immediately prior to the measuring period during which the Termination Date occurs, but expressly excluding Base Salary or Severance Benefits.

1.15 “Prior Annual Incentive Amount” shall mean the amount of cash compensation that was paid or payable to the Executive under the Annual Incentive Plan for the measuring period ending immediately prior to the measuring period during which the Termination Date occurs.

1.16 “Prorated Annual Incentive Benefit” shall mean the Annual Incentive Benefit multiplied by a fraction, the numerator of which is the number of calendar months (counting a partial calendar month as a full month) that have elapsed in the measuring period during which

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the Termination Date occurs prior to the Termination Date, and the denominator of which is twelve (12); reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan’s terms with respect to the measuring period during which the Termination Date occurs.

1.17 “Protective Covenants” shall mean the Executive’s obligations under Section 8 of this Agreement.

1.18 “Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

1.19 “Severance Benefits” shall mean a lump sum payment, in cash, equal to the sum of (i) the Executive’s annual Base Salary multiplied by two; and (ii) the Prorated Annual Incentive Benefit; and reduced by any cash severance benefit otherwise paid or payable to the Executive under any severance plan or other severance arrangement of the Windstream Group.

1.20 “Spouse” shall mean the person (if any) to whom the Executive is legally married at the relevant time, or if the Executive is deceased, the person (if any) to whom the Executive was legally married at the time of the Executive’s death.

1.21 “Term” shall have the meaning given to such term in Section 2.

1.22 “Termination Date” shall mean the effective date of the termination of the Executive’s employment with the Windstream Group during the Term that constitutes a “separation from service” within the meaning of Section 409A. Windstream and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in Section 7 of this Agreement constitutes a “separation from service” within the meaning of Section 409A of the Code, and the date on which such separation from service takes place shall be the “Termination Date.”

1.23 “Windstream Group” shall mean, collectively, Windstream and all other entities that are direct or indirect subsidiaries or affiliates of Windstream from time to time, and a “member” of the Windstream Group shall mean Windstream or any of such entities.

Section 2. Term of Agreement .

(A) Windstream shall employ the Executive, and may cause any other member of the Windstream Group to employ the Executive, and the Executive shall continue his employment in accordance with the terms and conditions set forth herein, for the “Term” of this Agreement.

(B) The “Term” shall mean the period commencing on the Effective Date and ending on the earlier of: (i) the Termination Date; or (ii) December 31, 2009. To the extent not previously terminated, the Term shall be automatically renewed for successive one-year periods upon the terms and conditions set forth herein, commencing on December 31, 2009, and on each December 31 thereafter, unless either party gives the other party written notice at least 90

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calendar days prior to the end of such initial or extended Term that the Term shall not be so extended. For purposes of this Agreement, any reference to the “Term” of this Agreement shall include the original term and any extension thereof.

Section 3. Position and Responsibilities .

During the Term, the Executive shall serve as the Chief Executive Officer and President of Windstream, with such duties and responsibilities as are commensurate with such positions, reporting directly to the Board. In addition, Windstream shall cause the Executive to serve as a member of the Board, and during the Term, the Executive shall remain on the Board, subject to Section 8.6. The Executive agrees to serve, without additional compensation, as an officer and director for each member of the Windstream Group (other than Windstream), as determined by Windstream, provided, that such service does not materially interfere with the Executive’s performance of his duties and responsibilities as a member of the Board and Chief Executive Officer and President of Windstream.

Section 4. Standard of Care .

During the Term, the Executive shall devote substantially his full business time, attention, and energies to the business of the Windstream Group. During the Term, it shall not be a violation of this Agreement for the Executive, to serve as a director of or officer of or otherwise participate in other businesses and civic, charitable, and educational organizations so long as that service or participation is not injurious to the Windstream Group, does not violate any provision of Section 8 (Protective Covenants By the Executive), and does not interfere with the performance of his duties for the Windstream Group. During the Term, the Executive shall:

(i) Devote his best efforts to the fulfillment of his employment obligations hereunder;

(ii) Exercise the highest degree of care and loyalty to the Windstream Group and the highest standards of conduct in the performance of his duties;

(iii) Comply with the corporate governance board guidelines and code of ethics of each member of the Windstream Group; and

(iv) Do nothing that intentionally harms, in any way, the business or reputation of the Windstream Group.

Section 5. Compensation .

As remuneration for all services to be rendered to the Windstream Group by the Executive during the Term and except as otherwise provided in this Agreement, Windstream shall pay or provide, or cause another member of the Windstream Group to pay or provide, to the Executive the following:

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5.1 Base Salary .

During the Term, the Executive shall receive a base salary (“Base Salary”) at a rate of no less than $700,000 per annum. During the Term, the Executive’s Base Salary shall be reviewed annually by the Board and may be increased by the Board in its sole and absolute discretion. If so increased, the Base Salary shall be increased for all purposes of this Agreement. Once so increased, the Base Salary shall not be decreased during the Term. The Executive’s Base Salary shall be paid to the Executive in installments throughout the year, consistent with the normal payroll practices of Windstream.

5.2 Annual Bonus .

For each fiscal year during the Term, the Executive shall be eligible to participate in the Annual Incentive Plan under terms and conditions no less favorable than other senior executives of Windstream; provided, however, that the Executive’s “target” annual bonus opportunity shall not be less than 100% of his Base Salary (or such higher percentage as determined by the Board from time to time). Nothing contained in this Section 5.2 will guarantee the Executive any specific amount of incentive compensation, or prevent the Board from establishing performance goals and compensation targets applicable only to the Executive.

5.3 Other Benefits .

During the Term, the Executive shall be eligible to participate in all equity incentive, employee benefits and perquisite plans, programs and arrangements that are no less favorable to the Executive than the plans, programs and arrangements provided to other senior executives of Windstream from time to time.

Section 6. Expense Reimbursement .

Windstream shall pay or reimburse the Executive for ordinary and necessary employment-related expenses of the Executive on a basis that is no less favorable to the Executive than the basis on which payment or reimbursement of employment-related expenses is made from time to time to other senior executives of Windstream.

Section 7. Employment Termination .

7.1 Termination Due to Death . In the event of the death of the Executive during the Term, Windstream shall pay or provide to the Executive’s Beneficiary, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

7.2 Termination Due to Disability . In the event of the Executive’s Disability during the Term, Windstream’s Board may terminate or cause to be terminated the Executive’s employment under this Agreement by written notice to the Executive of the termination of the Executive’s employment for Disability in accordance with this Section 7.2 given at least 10 business days prior to the effective date of such termination. A termination for Disability shall become effective upon the end of the 10-business-day notice period. Upon the Termination Date on account of Disability, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

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7.3 Termination for Cause .

(A) Windstream’s Board may terminate or cause to be terminated the Executive’s employment under this Agreement for “Cause” in accordance with this Section 7.3 at any time during the Term. Upon a termination for Cause under this Section 7.3 during the Term, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

(B) “Cause” shall mean (i) the willful failure by the Executive substantially to perform the Executive’s duties with the Windstream Group, other than any failure resulting from the Executive’s incapacity due to physical or mental illness or any actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive in accordance with Section 7.5, that continues for at least 30 calendar days after the Board delivers to the Executive a written demand for performance that identifies specifically and in detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; (ii) a conviction, guilty plea or plea of nolo contendere of the Executive for any felony; (iii) gross negligence or willful misconduct by the Executive that is intended to or does result in the Executive’s substantial personal enrichment or a material detrimental effect on the reputation or business of any member of the Windstream Group; (iv) a material violation by the Executive of the corporate governance board guidelines and code of ethics of any member of the Windstream Group; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation; (vi) the repeated use of alcohol by the Executive that materially interferes with the Executive’s duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of any member of the Windstream Group; or (vii) a material breach by the Executive of any Protective Covenants during the Term. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Windstream Group. Whether an act or failure to act by the Executive constitutes “Cause” shall be determined subject to the following requirements:

(i) Written notice shall be provided to the Executive not less than 10 business days prior to the effective date of the termination setting forth the intention of Windstream’s Board to consider terminating the Executive for Cause, including a statement of the intended effective date of termination and a description of the specific facts believed to constitute Cause;

(ii) None of the acts or omissions of the Executive that the Board believes to constitute Cause shall have occurred more than 365 calendar days before the earliest date on which any member of the Board who is not a party to the act or omission knew or should have known of such act or omission;

(iii) The Executive shall be offered an opportunity to respond to the statement required by clause (i) above by appearing in person, together with the Executive’s legal counsel, before the Board prior to the date of termination;

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(iv) By the affirmative vote of at least 75 percent of the non-employee members of the Board present at the Board meeting at which the determination is made, the Board shall determine that the specified facts constituted Cause and that the Executive’s employment should accordingly be terminated for Cause; and

(v) Windstream shall provide the Executive a copy of the Board’s written determination setting forth with specificity the basis of the termination for Cause and stating the effective date of termination.

Any purported termination for Cause that does not satisfy each substantive and procedural requirement of this Section 7.3(C) shall be treated for all purposes under this Agreement as a termination of the Executive’s employment under Section 7.5 (Termination by Windstream Other Than for Cause or by Executive for Good Reason).

(C) By determination of the Board, Windstream (and any other member of the Windstream Group then employing the Executive) may, upon written notice to the Executive, suspend the Executive from his duties for a period of up to 30 calendar days with full pay and benefits hereunder during the period of time during which the Board is making a determination under Section 7.3(C) whether to terminate the Executive’s employment for Cause.

7.4 Voluntary Termination by the Executive Other Than for Good Reason .

(A) The Executive may terminate his employment under this Agreement other than for Good Reason in accordance with this Section 7.4 at any time during the Term by giving the Board at least 30 calendar days’ prior written notice of termination in accordance with this Section 7.4. The termination automatically shall become effective upon the expiration of the notice period. The Executive’s right to terminate his employment under this Section 7.4 shall not be affected by the Executive’s disability or incapacity.

(B) Upon a termination other than for Good Reason under this Section 7.4 during the Term, Windstream shall pay or provide to the Executive, in full satisfaction of all amounts due, the Ordinary Termination Benefits.

7.5 Termination by Windstream Other Than for Cause or by Executive for Good Reason .

(A) Windstream’s Board may, in the exercise of its sole and absolute discretion, terminate or cause to be terminated the Executive’s employment under this Agreement other than for Cause in accordance with this Section 7.5 at any time during the Term by written notice to the Executive specifying the effective date of termination, which effective date shall not be earlier than the date on which the written notice of termination under this Section 7.5 is given to the Executive. The Executive may terminate his employment under this Agreement for Good Reason in accordance with this Section 7.5 at any time during the Term by giving the Board 30 calendar days’ written notice of termination in accordance with this Section 7.5, which must set forth in reasonable detail the facts and circumstances that are claimed to provide a basis for the Good Reason termination. The termination automatically shall become effective upon the expiration of the applicable cure period. The Executive’s right to terminate his employment for Good Reason under this Section 7.5 shall not be affected by the

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Executive’s disability or incapacity. The Executive’s continued employment under this Agreement shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

(B) Upon a termination by Windstream other than for Cause or by the Executive for Good Reason under this Section 7.5 during the Term, Windstream shall pay or provide or cause another member of the Windstream Group to pay or provide to the Executive in full satisfaction of all amounts due the Ordinary Termination Benefits and the Severance Benefits in a single lump sum within 10 business days after the Termination Date.

7.6 Release .

Notwithstanding anything contained in this Agreement to the contrary, Windstream shall only be obligated to pay or provide Severance Benefits if: (a) within the 60-day period after the Termination Date the Executive first executes a release substantially in the form attached hereto as Exhibit A ; and (b) the Executive does not revoke the release during the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or any similar revocation period, if applicable.

7.7 Non-exclusivity of Rights .

Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Windstream Group at or subsequent to the Termination Date shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Ordinary Termination Benefits shall be paid in a single cash lump sum within 10 business days after the Termination Date.

Section 8. Protective Covenants by the Executive .

8.1 Return of Property .

Within five calendar days after the date of the termination of the Executive’s employment with the Windstream Group, the Executive shall deliver to Windstream all of the Windstream Group’s property in his possession, custody or control, including, without limitation, all keys and credit cards, all computers and fax machines, and all files, documents, data and information in any medium relating in anyway to the Windstream Group or its employees, suppliers, customers or business.

8.2 Non-Disclosure .

The Executive acknowledges that in the course of his employment with the Windstream Group he has had and will have access to confidential information and trade secrets proprietary to the Windstream Group, including, without limitation, information relating to the Windstream Group’s products, suppliers, and customers, the sources, nature, processes, costs and prices of the Windstream Group’s products, the names, addresses, contact persons, purchasing and sales histories, and preferences of the Windstream Group’s suppliers and customers, the Windstream

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Group’s business plans and strategies, and the names and addresses of, amounts of compensation paid to, and the trading and sales performance of the Windstream Group’s employees and agents (hereinafter referred to as the “Confidential Information”). The Executive further acknowledges that the Confidential Information is proprietary to the Windstream Group, that the unauthorized disclosure of any of the Confidential Information to any person or entity will result in immediate and irreparable competitive injury to the Windstream Group, and that such injury cannot adequately be remedied by an award of monetary damages. Accordingly, the Executive shall not at any time disclose any Confidential Information to any person or entity who is not properly authorized by the Windstream Group to receive the information without the prior written consent of the Chairman of the Board of Windstream (which consent may be withheld for any reason or no reason) unless and except to the extent that such disclosure is required by any subpoena or other legal process (in which event the Executive will give the Chairman of the Board of Windstream prompt written notice of such subpoena or other legal process in order to permit Windstream to seek appropriate protective orders), and that he shall not use any Confidential Information for his own account without the prior written consent of the Chairman of the Board of Windstream (which consent may be withheld for any reason or no reason).

8.3 Non-Competition .

The Executive shall not during his employment with the Windstream Group and thereafter until the expiration of the Non-Interference/Assistance Period, in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, (i) engage in or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Windstream Group, or any business that the Windstream Group has engaged in during the preceding one-year period, within any state in which any member of the Windstream Group is licensed as an incumbent or competitive local exchange carrier, or (ii) solicit, service, or accept the business of any active customer of the Windstream Group, or any person or entity who is or was at any time during the previous one-year period a customer of the Windstream Group. Nothing in this Section shall prohibit the Executive from being: (x) a shareholder in a mutual fund or a diversified investment company or (y) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, so long as the Executive has no active participation in the business of such corporation or other entity. For the purpose of clarification, the business in which the Windstream Group is actively engaged (I) includes the provision of retail and wholesale wireline telecommunication services including, without limitation, local and long distance voice services, network access, and broadband products and data services regardless of method of technology used to provide such services including without limitation as a reseller, an interexchange carrier, a cable operator, a competitive access service provider, a voice-over-internet protocol provider or other provider using forms of wireline communication technology and (II) excludes wireless communication services.

8.4 Non-Interference .

The Executive shall not during his employment with the Windstream Group and thereafter until the expiration of the Non-Interference/Assistance Period employ, or assist any

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person or entity in employing, any employee of any member of the Windstream Group. The Executive shall not during his employment with the Windstream Group and thereafter until the expiration of the Non-Interference/Assistance Period solicit, or assist any person or entity to solicit, any employee of any member of the Windstream Group to leave the Windstream Group’s employment or to become employed by any entity that is not a member of the Windstream Group.

8.5 Harmful Statements .

The Executive shall not at any time disseminate any information or make any statements, whether written, oral or otherwise, that are negative, disparaging or critical of Windstream, any member of the Windstream Group, or any of their parents, subsidiaries, affiliates, or their respective officers, directors, employees, shareholders, trustees, administrators, or employee benefit plans, or the representatives, employees, agents, predecessors, successors, heirs, or assigns of any of the foregoing (hereinafter “Windstream Parties”), or their business or operations, or that place any of the Windstream Parties in a bad light, other than any such statement or information that is made or disseminated by the Executive in a good faith belief as to their truth or accuracy and either is required by law or is reasonably necessary to the enforcement by the Executive of any right the Executive has related to his employment with the Windstream Group.

8.6 Resignations .

Notwithstanding any other provision of this Agreement, upon termination of the Executive’s employment with the Windstream Group, and unless otherwise requested by the Board, the Executive shall immediately resign as of the Termination Date from all positions that he holds or has ever held with Windstream and the Windstream Group (and with any other entities with respect to which Windstream has requested the Executive to perform services), including, without limitation, the Board and all boards of directors of any member of the Windstream Group. The Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by Windstream, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

8.7 Challenge to Validity . The Executive shall not at any time commence any action, suit, arbitration or proceeding challenging the validity or enforceability of any provision of this Agreement, or adjudicate the limits or scope of any of its provisions, and the Executive shall not assert, in any action, suit, arbitration or proceeding against the Executive by any Windstream Group member for a breach by the Executive of any of the covenants in this Section 8 that any provision of the covenants is invalid or unenforceable in any respect or to any extent, irrespective of the outcome of any such action, suit or proceeding.

8.8 Assistance to Windstream .

During the Non-Interference/Assistance Period, the Executive shall provide such information and assistance as Windstream reasonably requests to assist any Windstream Group member in the mediation, arbitration, or litigation of any, claim, action, suit or proceeding

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maintained against any Windstream Group member arising from events occurring during the Executive’s employment with the Windstream Group, provided that Windstream shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by the Executive in complying with this Section 8.8.

8.9 Revision .

If a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Section 9. Successors; Binding Agreement; Assignment .

9.1 As to Windstream .

This Agreement shall be binding upon, and shall inure to the benefit of, and be enforceable by Windstream and its successors. For purposes of this Section 9.1, the term “successor” shall mean any successor to the business or assets of Windstream by operation of law or otherwise, including, without limitation, any person, corporation, partnership, or entity that, directly or indirectly, whether by purchase, merger, consolidation, or otherwise, acquires all or substantially all of the business or assets of Windstream (and each successor to a successor to Windstream). Any such successor shall be deemed to be Windstream for all purposes of this Agreement. In addition to any obligations imposed by law upon any successor, Windstream shall require any successor expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Windstream would be required to perform it if no succession had taken place. A failure of Windstream to obtain the assumption of and agreement to perform this Agreement prior to the effectiveness of any succession shall be a material breach of this Agreement by Windstream. The provisions of this Section 9.1 shall apply to each successor to any successor of Windstream. Notwithstanding the foregoing provisions of this Section 9.1, Windstream and any other predecessor to a successor shall remain, with each successor, jointly and severally liable for all obligations of Windstream hereunder. Except as provided in this Section 9.1, this Agreement shall not be assigned by Windstream, and any purported assignment of this Agreement by Windstream (except as provided in this Section 9.1) shall be void.

9.2 As to the Executive .

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, and administrators. If the Executive should die while any amounts payable to the Executive hereunder remain outstanding, unless otherwise provided herein, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary, determined in accordance with Section 7.1 (Termination Due to Death). This Agreement shall not be assigned by the Executive, and any purported assignment of this Agreement by the Executive shall be void.

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Section 10. Dispute Resolution and Notices .

10.1 Dispute Resolution .

(A) Any dispute or controversy arising out of or in connection with this Agreement shall be settled by binding arbitration. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting (i) if the Executive is employed by an Windstream Group member at the time of the initiation of the arbitration, in the municipality in which the Executive’s principal place of employment is located at the time, and (ii) if the Executive’s employment with the Windstream Group has terminated prior to the time of initiation of the arbitration, at a location which is within 50 miles of the location of the Executive’s principal place of employment at the time of his termination of employment. The arbitration will be conducted in accordance with the rules of the American Arbitration Association then in effect. Judgment maybe entered on any arbitration award in any court having jurisdiction. Notwithstanding the foregoing, the Windstream Group shall not be required to seek or participate in arbitration regarding any breach or threatened breach by the Executive of his Protective Covenants, but may pursue its remedies for such breach in a court of competent jurisdiction in a federal district court or state court located in Pulaski County, Arkansas.

(B) Except as otherwise provided in this Section 10.1(B), and to the fullest extent permitted by applicable law, all expenses of any arbitration under Section 10.1(A) incurred by the Executive at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 10th anniversary of the date of the Effective Date, including, without limitation, the reasonable fees and expenses of the legal representative for the Executive, and necessary costs and disbursements incurred as a result of such dispute or proceeding, and any prejudgment interest, calculated at the rate provided by law, shall be paid by Windstream as incurred (within 10 days following Windstream’s receipt of an invoice from the Executive), whether or not the Executive prevails in such arbitration; provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that Windstream is obligated to pay in any given calendar year pursuant to this Section 10.1(B) shall not affect the legal fees and expenses that Windstream is obligated to pay in any other calendar year, and the Executive’s right to have Windstream pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. If the Executive does not prevail (after exhaustion of all available arbitral remedies), and the arbitration panel affirmatively finds that the Executive instituted the proceeding in bad faith or that the Executive’s claims were frivolous, no further reimbursement for legal fees and expenses shall be due to the Executive, and the Executive shall repay Windstream for any amounts previously paid by Windstream pursuant to this Section 10.1(B). With respect to any dispute regarding the provisions of Section 8 (Protective Covenants by the Executive), if the Executive does not prevail (after exhaustion of all available arbitral remedies), no further reimbursement for legal fees and expenses shall be due to the Executive, and the Executive shall repay Windstream for any amounts previously paid by Windstream to the Executive hereunder pursuant to this Section 10.1(B) in respect of such dispute. No fees or expenses of the Executive shall be paid by Windstream with respect to any dispute or controversy as to the validity or enforceability of this Agreement, or any provision hereof, or in connection with the litigation of any issue arising under this Agreement in a court of law other than fees and expenses incurred by

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the Executive in enforcing an arbitration award entered in favor of the Executive in accordance with this Section 10.1(B).

10.2 Notices .

Any notices, requests, demands, or other communications provided for by this Agreement shall be in writing and shall be deemed to have been duly given when mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Board, the Compensation Committee, and Windstream:

Windstream Corporation

4001 Rodney Parham Road

Little Rock, Arkansas 72212

Attention: Chairman, Compensation Committee; and General Counsel

To the Executive:

Jeffery R. Gardner

[Intentionally Omitted]

Section 11. Survival of Obligations and Remedies .

11.1 Survival of Obligations .

Upon the expiration of the Term of this Agreement in accordance with Section 2, no provision of this Agreement shall have any further force or effect and all obligations of Windstream and the Executive hereunder shall immediately terminate, except as follows:

(i) Windstream shall be required to pay or provide to the Executive, or the Beneficiary in the case of the death of the Executive, any benefits to which the Executive became entitled under Section 7 (Employment Terminations), by reason of a qualifying Termination Date (occurring during the Term), in accordance with the terms thereof, including benefits to be paid or provided within a specified number of calendar days following the Termination Date, which remain unpaid or unprovided following the expiration or the Term;

(ii) The provisions of Section 8 (Protective Covenants By the Executive) shall remain in full force and effect for the applicable periods of time specified in Section 8 with respect to the provisions thereof;

(iii) The provisions of Section 9 (Successor; Binding Agreement; Assignment) shall remain in full force and effect so long as any rights or obligations of either party continue to exist under the Agreement; and

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(iv) The provisions of Section 10 (Dispute Resolution and Notice), Section 11.2 (Remedies; Protective Covenants), and Section 12 (Miscellaneous) shall remain in full force and effect with respect to rights and obligations existing on the Termination Date or that may arise thereafter in accordance with the foregoing clauses of this Section 11.1.

11.2 Remedies; Protective Covenants .

(A) The Executive’s sole and exclusive remedy with respect to any and all claims arising under this Agreement, for termination of the Executive’s employment with the Windstream Group during the Term, and for breach hereof by Windstream shall be the right to receive the benefits provided for under Section 7 (Employment Terminations), and such expenses as are provided for under Section 10.1, in each case, to which the Executive is otherwise entitled pursuant to the terms and conditions hereof. Without limiting the foregoing, the Executive’s sole and exclusive remedy for the failure of Windstream or the Windstream Group to provide compensation or expense reimbursement to the Executive in an amount or form not in conformity with any one or more of the provisions of Section 5 (Compensation) or Section 6 (Expense Reimbursement) is to seek recovery against Windstream pursuant to Section 10 (Dispute Resolution and Notices) for only such benefits, if any, that are expressly provided for consequent upon the Executive’s termination of employment pursuant to the applicable provisions of Section 7 (Employment Terminations). The Executive’s employment with the Windstream Group is “at will” and may be terminated by Windstream’s Board for any reason in its sole and absolute discretion in accordance with any applicable provision of Section 7 (Employment Terminations) and the payment or provision of such benefits as may be required under this Agreement.

(B) The Executive acknowledges and agrees that each and every covenant contained in Section 8 (the “Protective Covenants”) is reasonable in period, scope and geographical area and is necessary to protect the Windstream Group’s legitimate business interests and Confidential Information and that his compliance with each of the Protective Covenants is necessary to protect the Windstream Group from unfair injury. The Executive agrees that he will notify Windstream Group in writing if he has, or reasonably should have, any questions regarding the applicability of the Protective Covenants. The Executive further acknowledges and agrees that a breach of any of the Protective Covenants will result in irreparable and continuing harm and damage to the Windstream Group for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any of the Protective Covenants, each and every member of the Windstream Group shall be entitled to injunctive relief and to such other relief (whether at law or in equity) as a court of competent jurisdiction deems proper in the circumstances, in addition to any other remedy or relief to which any of them may be entitled. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the Windstream Group’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Notwithstanding any other provision of this Agreement, the obligations of each member of the Windstream Group under this Agreement are conditioned upon compliance by the Executive with each of the Protective Covenants, and failure by the Executive to comply with any of the Protective Covenants shall entitle each Windstream Group member to forfeit, terminate payment of, and, to the extent paid, recover immediately from the Executive any Severance Benefits, benefits, amounts, expenses, or costs that may have been paid or would otherwise be owing to or vested in the Executive, under

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Section 7 (Employment Terminations) of this Agreement. The Executive acknowledges that any forfeiture resulting under the provisions of this Agreement is reasonably related and proportional to the harm that the Windstream Group would sustain if he were to violate any of the Protective Covenants. The Executive acknowledges that the Protective Covenants are a principal inducement for the willingness of Windstream to enter into this Agreement and make the payments and provide the benefits to the Executive under this Agreement and that Windstream and the Executive intend the Protective Covenants to be binding upon and enforceable against the Executive in accordance with their terms, notwithstanding any common or statutory law to the contrary. The Executive agrees that the obligations of Windstream under this Agreement (specifically including, but not limited to, the obligation to provide the Severance Benefits as provided herein) constitute sufficient consideration for the Protective Covenants.

Section 12. Miscellaneous .

12.1 Termination Procedures .

Any intended termination of the Executive’s employment by either party shall be communicated by written Notice of Termination from the party initiating such termination to the other party hereto in accordance with Section 10.2. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Notices under Section 7.3 (Termination for Cause) and Section 7.5 (Termination by Windstream Other Than for Cause or by Executive for Good Reason) shall include the information required thereunder.

12.2 Windstream Representations .

Windstream hereby represents and warrants to the Executive as follows: The execution and delivery of this Agreement and the performance by Windstream of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of Windstream. This Agreement is a legal, valid and legally binding obligation of Windstream enforceable in accordance with its terms. Neither the execution or delivery of this Agreement nor the consummation by Windstream of the actions contemplated hereby (i) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of Windstream, (ii) will violate or be in conflict with any applicable law or any judgment, decree, injunction or order of any court or governmental agency or authority, or (iii) will violate or conflict with or constitute a default (or an event of which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of Windstream under, any term or provision of the certificate of incorporation or bylaws (or other charter documents) of Windstream or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Windstream is a party or by which Windstream or any of its properties or assets may be bound or affected.

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12.3 No Duplication .

In no event shall payments in accordance with this Agreement be made in respect of more than one of Sections 7.1, 7.2, 7.3, 7.4 and 7.5.

12.4 No Offsets or Mitigation .

Except as otherwise provided in Section 11.2(B), Windstream’s obligation to make the payments provided for in Sections 7 or 10.1(B) of this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Windstream Group may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

12.5 Entire Agreement .

This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto with respect to the subject matter hereof and constitutes the entire agreement of the parties with respect thereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

12.6 Modification .

Except as otherwise provided in Section 12.8, this Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended, or any provision of this Agreement waived, except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives and in the case of Windstream by an officer specifically designated by the Board. No waiver by a party to this Agreement at any time of any breach by any party to this Agreement of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

12.7 Severability .

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect. In the event that any provision of this Agreement is held unenforceable, such provision shall be reformed so as to be enforced to the maximum extent possible, and if it is determined that it is not possible to reform any such provision of this Agreement, such provision shall be severed from this Agreement and the remainder of this Agreement shall be enforced to the full extent permitted by law.

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12.8 Compliance with Section 409A .

(A) It is intended that the payments and benefits provided under Section 7 of this Agreement shall be exempt from the application of the requirements of Section 409A. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Windstream Group shall not take any action that would be inconsistent with such intent. Specifically, any Severance Benefits payable pursuant to Section 7 above, to the extent they are required to be paid, and are actually or constructively received, during the period from the Termination Date through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 409A and thus exempt from application of Section 409A by reason of the “short-term deferral” rule. To the extent payments are required to be paid commencing after that date, they are intended to constitute separate payments that are exempt from the application of Section 409A by reason of the exceptions under Sections 1.409A-1(b)(9)(iii) or 1.409A-1(b)(9)(v) of the Treasury Regulations, as applicable, to the maximum extent permitted by those provisions. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive.

(B) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under Windstream’s policy for determining specified employees on the Termination Date, all reimbursements or payments provided under Section 10.1(B), and any other payments or benefits provided hereunder that for any reason constitute a “deferral of compensation” within the meaning of Section 409A, that are provided upon a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Termination Date, shall instead be accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Section 1274(d) of the Code as of the Termination Date) on the first business day following the six month anniversary of such Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this Section 12.8(B) shall commence within 10 calendar days following Executive’s death prior to the end of the six-month period.

(C) Although Windstream shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Windstream Group nor is respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Executive (or any other individual claiming a benefit through the Executive) as a result of this Agreement.

12.9 Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

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12.10 Withholding .

Any member of the Windstream Group may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes or payments as may be required pursuant to any law or governmental regulation or ruling or as may be expressly authorized by the Executive to be withheld, deducted or reduced from those amounts.

12.11 Change-in-Control Agreement .

Notwithstanding anything contained herein to the contrary, the Amended and Restated Change-in-Control Agreement dated as of January 1, 2008, by and between the Executive and Windstream regarding a “change in control” of Windstream (the “Change-in-Control Agreement”) shall supersede Sections 7.3, 7.4 and 7.5 of this Agreement (including, without limitation, the definitions of “cause” and “good reason” contained therein), and no Severance Benefits shall be payable to the Executive hereunder, in the event that the Executive terminates employment with the Windstream Group on or after a “Change in Control” as defined in the Change-in-Control Agreement, but all other provisions of this Agreement shall remain in force in accordance with their terms following the “Change in Control.”

12.12 Third Party Beneficiaries .

This Agreement is entered into for the benefit only of (i) the Executive, (ii) the Executive’s Beneficiary, and (iii) Windstream and the other members of the Windstream Group, and their successors, and no other parties shall have any rights hereunder, except as otherwise provided in Section 9 (Successors; Binding Agreement; Assignment).

12.13 Governing Law .

To the extent not preempted by federal law, the validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware (without giving effect to any conflicts of law principles of the State of Delaware that would require the application of the laws of another jurisdiction).

(Signatures are on the following page)

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IN WITNESS WHEREOF, Windstream and the Executive have executed this Agreement as of the date first above written.

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EXHIBIT A

******

WAIVER AND RELEASE AGREEMENT

THIS WAIVER AND RELEASE AGREEMENT (this “Waiver and Release”) is entered into by and between Jeffery R. Gardner (“Executive”) and Windstream Corporation (the “Company”) (collectively, the “Parties”).

WHEREAS , the Parties have entered into an Employment Agreement dated January 1, 2008 (the “Agreement”);

WHEREAS , Executive’s employment has been or will be terminated on                      in accordance with the Agreement;

WHEREAS , Executive is required to sign this Waiver and Release in order to receive the payment of certain severance benefits under the Agreement following termination of employment; and

WHEREAS , the Company has agreed to sign this Waiver and Release.

NOW, THEREFORE , in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

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Mr. Tommy Keet

Windstream Corporation

4001 Rodney Parham Drive

Little Rock, Arkansas 72212

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PLEASE READ CAREFULLY. WITH RESPECT TO EXECUTIVE,

THIS WAIVER AND RELEASE INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent thereof to sign, this Waiver and Release on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.

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