2007 DEFERRED COMPENSATION PLAN

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2.1

Account . Account means a bookkeeping account maintained by the Committee to record the Company’s payment obligation to a Participant under the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms pursuant to the terms of a Participant’s Deferral Election. The Account shall be a bookkeeping entry only and shall be used solely as a device to measure and determine the amounts, if any, to be paid to a Participant or his Beneficiary under the Plan.

2.2

Account Balance . Account Balance means, with respect to any Account, the total amount of the Company’s payment obligation from such Account as of the most recent Valuation Date.

2.3

Affiliate . Affiliate means any corporation, joint venture, partnership, limited liability company, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest and directly or indirectly owns or controls fifty percent (50%) or more of the total combined voting or other decision-making power.

2.4

Beneficiary or Beneficiaries . Beneficiary or Beneficiaries means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant’s Account in the event of the death of the Participant prior to the Participant’s receipt of the entire vested amount credited to his Account.

2.5

Beneficiary Designation Form . Beneficiary Designation Form means the form established from time to time by the Committee that a Participant completes signs and returns to the Committee to designate one or more Beneficiaries.

2.6

Benefit Restoration Plan . Benefit Restoration Plan means the Windstream Benefit Restoration Plan.

2.7

BRP Transferred Amounts . BRP Transferred Amounts has the meaning given to such term in Section 14.2 hereof.

2.8

Business Day . A Business Day is each day on which the New York Stock Exchange is open for business.

2.9

Change in Control . Change in Control has the meaning given to such term in the Windstream 2006 Equity Incentive Plan, as amended from time to time. 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 Code Section 409A, such event or occurrence shall not constitute a Change in Control for purposes of Sections 8.6 and 10.1(b)(2) hereof.

2.10

Claimant . Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.

2.11

Code . Code means the Internal Revenue Code of 1986, as amended from time to time.

2.12

Code Section 409A . Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder. For purposes of the Plan, the phrase “permitted by Code Section 409A,” 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 Code Section 409A(a)(1).

2.13

Commencement Date . Commencement Date has the meaning given to such term in Section 3.1 hereof.

2.14

Committee . Committee means the committee appointed to administer the Plan. Unless and until otherwise specified by the Compensation Committee of the Board of Directors of the Company, the Committee under the Plan shall be the Company’s Benefits Committee, or its delegate.

2.15

Company . Company means Windstream Corporation and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Windstream Corporation with any other corporation, limited liability company, joint venture, partnership or other entity or entities.

2.16

Company Contribution . Company Contribution means a credit by the Company or any Affiliate to a Participant’s Account(s) in accordance with the provisions of Article VI of the Plan. Company Contributions are credited at the sole discretion of the Company and its Affiliates and the fact that a Company Contribution is credited in one year shall not obligate the Company or any Affiliate to continue to make such Company Contribution in subsequent years.

2.17

Compensation . Compensation means a Participant’s base salary and annual bonus payable under the Windstream Corporation Performance Incentive Compensation Plan or the Windstream Corporation Executive Incentive Compensation Plan, or their successors, and such other cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. For purposes of this Plan, base salary payable after the last day of a Plan Year solely for services performed during the final payroll period described in Code Section 3401(b) containing December 31 of such year shall be treated as earned during the subsequent Plan Year.

2.18

Death Benefit . Death Benefit means payment to a Participant’s Beneficiary(ies) of all remaining unpaid Account Balances as provided in Section 8.4 of the Plan.

2.19

Deferral . Deferral means the credits to a Participant’s Accounts attributable to deferrals of Compensation and Earnings on such amounts, in each case as described in Code Section 409A, except where the context of the Plan clearly indicates otherwise.

2.20

Deferral Election . Deferral Election means an agreement between a Participant and the Company specifying any or all of the following: (i) the amount of each component of Compensation subject to the Deferral Election; (ii) the investment allocation described in Section 7.2; and (iii) the Payment Schedule applicable to the Deferral Election. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Deferral Election agreement, Participants may defer up to 25% of their base salary and up to 50% of their annual bonus and/or other types of Compensation (if any) for a Plan Year.

To the extent permissible under Code Section 409A, the Committee may reduce a Participant’s Deferral Election as necessary to permit sufficient non-deferred Compensation from which the Company may satisfy a Participant’s obligations regarding welfare plans and from which to satisfy tax withholding obligations, and/or to conform the Deferral Election and the Plan to applicable law.

2.21

Disability . Disability means that a Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer. The determination of the existence of a Disability shall be made by the Committee in accordance with Code Section 409A.

2.22

Disability Benefit . Disability Benefit means a payment by the Company to a Participant of all remaining unpaid Account Balances in a single lump sum as provided in Section 8.3 of the Plan.

2.23

Earnings . Earnings means an adjustment to the value of an Account in accordance with Article VII.

2.24

Effective Date . Effective Date means December 31, 2006.

2.25

Eligible Employee . Eligible Employee means any employee of the Company or its Affiliates who is (i) expressly selected by the Compensation Committee of the Board of Directors of the Company, 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. In lieu of expressly selecting Eligible Employees for Plan participation, the Compensation Committee of the Board of Directors of the Company may establish eligibility criteria (consistent with the requirements of (i) and (ii) of this section) providing for automatic participation of all Eligible Employees who satisfy such criteria. Unless and until modified or revoked by the Compensation Committee of the Board of Directors of the Company, such eligibility criteria are set forth on Exhibit A hereto.

2.26

ERISA . ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.27

Participant . Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. Moreover, any individual with respect to whom receives a credit to his or her Account under Article XIV as of the Effective Date shall automatically participate, and be a “Participant,” in the Plan with respect to such amounts as of the Effective Date. A Participant’s continued participation in the Plan shall be governed by Section 3.2 and Section 3.3 of the Plan.

2.28

Payment Schedule . Payment Schedule means the date as of which payment under the Plan will commence and the form in which such payment will be made.

payment include (i) a lump sum payment between 0% and 100% of the Account Balance and (ii) any remaining Account Balance payable in a series of substantially equal annual installments from two (2) to ten (10) years. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum.

(b)

Specified Date Account. Payment from a Participant’s Specified Date Account will be made (or will commence) as of the first day of a specified month of a specified year (or if no month is specified, as of February 1 of the specified year), or upon attaining a specified age, under the elections described in Section 4.4 as modified under Section 5.1. Payment will be made in a single lump sum unless the Participant specifies an alternative form of payment in his first Deferral Election that he delivers to the Committee pursuant to which amounts are credited to that Specified Date Account. Alternative forms of payment include a series of substantially equal annual installments payable over two (2) to five (5) years. The time and form of payment upon an earlier Separation from Service, death, Disability is specified in Section 4.4(b).

(c)

Death Benefit. Payment to a Participant’s Beneficiary(ies) in the event of death shall be paid in a single lump sum. Payment will be made as of the first day of the first month following the Participant’s death.

(d)

Disability Benefit. Payment due to Disability will be made in a single lump sum on the later of (i) the first day of the first month following the Participant’s Disability, or (ii) to the extent required to comply with Code Section 409A, the first Business Day of the seventh month following the Participant’s Separation from Service (or, if earlier, upon the Participant’s death as provided in Section 8.4 of the Plan).

(e)

Prior Plan Account . Payment from a Participant’s Prior Plan Account will be governed by Section 14.1.

2.30

Plan . Plan means the “Windstream 2007 Deferred Compensation Plan” as amended from time to time.

2.31

Plan Year . Plan Year means January 1 through December 31.

2.32

Prior Plans . Prior Plans means the Windstream Executive Deferred Compensation Plan and the Windstream Management Deferred Compensation Plan.

2.33

Prior Plan Account . Prior Plan Account means the Account established on behalf of certain Participants in accordance with Section 14.1 of the Plan.

2.34

Retirement/Termination Account . Retirement/Termination Account means an Account established by the Committee to record the amount payable to a Participant due to his or her Separation from Service.

2.35

Separation from Service . A Participant incurs a Separation from Service upon termination of employment with the Company other than due to death or Disability. The occurrence of a Separation from Service is determined by the Committee in its sole discretion under the facts and circumstances and in accordance with Code Section 409A.

2.36

Specified Date Account . A Specified Date Account means an Account established pursuant to Section 4.4 that will be paid (or that will commence to be paid) at a future date as specified in the Participant’s Deferral Election. Unless otherwise determined by the Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account”.

2.37

Subsequent Payment Election . Subsequent Payment Election has the meaning given to such term in Section 5.1 hereof.

2.38

Unforeseeable Emergency . An Unforeseeable Emergency is a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code Section 152(a)); loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. For example, the imminent foreclosure of or eviction from the Participant’s or Beneficiary’s primary residence may constitute an Unforeseeable Emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)) may also constitute an Unforeseeable Emergency. Except as otherwise provided in this section, the purchase of a home and the payment of college tuition are not Unforeseeable Emergencies. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting a distribution under section 8.5 of the Plan is to be determined by the Committee, in its sole discretion, based on the relevant facts and

circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan.

2.39

Valuation Date . Valuation Date shall mean each Business Day.

3.1

Eligibility and Participation . An Eligible Employee becomes eligible to file a Deferral Election on the date designated by the Committee or its designee (the “Commencement Date”) that such Eligible Employee becomes a Participant upon the earlier to occur of (i) a credit of Company Contributions under Article VI or (ii) filing his or her initial Deferral Election in accordance with Article IV. If an Eligible Employee has not satisfied the applicable enrollment requirements of Section 3.1 within thirty (30) days of his Commencement Date (or such earlier date as specified by the Committee), such Eligible Employee must wait to participate in the Plan until the start of the next Plan Year following the date the Eligible Employee satisfies such enrollment requirements.

3.2

Duration . A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant is an Eligible Employee. A Participant’s entitlement to defer Compensation and receive allocations of Company Contributions shall cease with respect to the calendar year following the calendar year in which he ceases to be an Eligible Employee, although such individual shall continue to be subject to all of the terms and conditions of the Plan for as long as he remains a Participant. On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero and during such time may continue to make investment allocation elections as provided in Section 7.2. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

3.3

Revocation of Future Participation . Notwithstanding the provisions of Section 3.2, the Committee may, in its sole discretion, revoke a Participant’s eligibility to make future Deferrals under this Plan effective as of the Plan Year commencing after such revocation. Such revocation will not affect in any manner a Participant’s Account Balance or other terms of this Plan.

4.1

Deferral Elections, Generally.

Committee, but in any event, in accordance with Section 4.2. A Deferral Election that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation.

(b)

Each Deferral Election will specify the amount of Deferrals and the allocation of Deferrals to the Participant’s Accounts. A Participant may specify in his or her initial Deferral Election the Payment Schedule for the Retirement/Termination Account. A Participant may specify in the Deferral Election that establishes a Specified Date Account the Payment Schedule for such Account in the manner set forth in Section 4.4. If the Payment Schedule is not specified in a Deferral Election as provided in the preceding sentence, the form of payment shall be the form specified in Section 2.28. If the Deferral Election does not specify the allocation of the deferrals among the Participant’s Retirement/Termination Account and the Specified Date Account(s), the Deferrals shall be credited to the Participant’s Retirement/Termination Account.

(c)

Each Participant shall file a Beneficiary Designation Form with the Committee at the time the Participant files an initial Deferral Election. A Participant’s Beneficiary Designation Form may be changed at any time prior to his death by the execution and delivery of a new Beneficiary Designation Form. The Beneficiary Designation Form on file with the Company that bears the latest date at the time of the Participant’s death shall govern. If a Participant fails to properly designate a Beneficiary in accordance with this Section 4.1(c), then his Beneficiary shall be based on the beneficiary designation in effect for such Participant under the Company’s group term life insurance plan, or if none, his estate.

(a)

First Year of Eligibility . Except as provided in Section 4.2(c) or (d), upon notification of his or her eligible status under Section 3.1, and subject to this paragraph (a), an Eligible Employee has up to thirty (30) calendar days from his Commencement Date to submit a Deferral Election with respect to Compensation earned during such year. The Deferral Election described in this paragraph becomes irrevocable on the close of business on such 30 ^th day. An Eligible Employee may file a Deferral Election under this Section 4.2(a) only if he or she (i) does not participate in any other “account balance plan” as defined in Code Section 409A maintained by the Company or an Affiliate, and (ii) his or her Commencement Date occurs after the first day of a Plan Year but prior to November 1 of such Plan Year.

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

(ii)

Unless otherwise provided in Section 4.2(c), the portion of the annual bonus, if any, earned under the Windstream Corporation Performance Incentive Compensation Plan or its successor for such Plan Year equal to the total amount of the annual bonus earned during such period multiplied by a fraction, the numerator of which is the number of calendar days beginning on the day immediately after the date that the Deferral Election becomes irrevocable and ending on the last day of the Plan Year, and the denominator of which is the total number of calendar days in the performance period.

(iii)

The portion of the quarterly bonuses, if any, earned under the Windstream Corporation Executive Incentive Compensation Plan or its successor beginning with the first calendar quarter that commences as soon as administratively practicable after the date that the Deferral Election becomes irrevocable.

(iv)

With respect to other Compensation not described in (i) through (iii) above, the Deferral Election shall only apply to Compensation earned after the date that the Deferral Election becomes irrevocable in accordance with procedures adopted by the Committee.