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AMENDMENT TO MANAGEMENT DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

WINDSTREAM CORP

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Title: AMENDMENT TO MANAGEMENT DEFERRED COMPENSATION PLAN
Date: 1/4/2007
Industry: COMSRV    

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Exhibit 10.3

AMENDMENT TO
WINDSTREAM MANAGEMENT DEFERRED COMPENSATION PLAN

     The Windstream Management Deferred Compensation Plan (the “Plan”) is amended, effective as of December 29, 2006, as follows:

“Each Participant’s Deferred Compensation Account balance under the Plan (as adjusted for earnings through December 31, 2006) will be transferred and credited to the Participant’s “Prior Plan Account”


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