Re: Access to Post-Retirement Medical Coverage

Exhibit 10.3

November 7, 2006

Mr. Francis X. Frantz
Chairman of the Board
Windstream Corporation
4001 Rodney Parham Road
Little Rock, Arkansas 72212

Re: Access to Post-Retirement Medical Coverage

Dear Skip:

As we previously discussed, you plan to retire as an active employee of Windstream Corporation (“Windstream”) effective December 31, 2006. As a result of your retirement, you will cease to qualify for medical coverage under the Windstream Comprehensive Plan of Group Insurance. In consideration of your continued service as the non-executive Chairman of the Board, Windstream is pleased to offer you post-retirement medical coverage, subject to the following terms and conditions:

     1. Windstream shall provide you and your eligible dependents with access to continuation coverage as required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and you agree to elect such coverage in accordance with the terms and conditions of COBRA and timely pay all applicable COBRA premiums, in each case in the manner specified by Windstream’s “Authorized Representative,” as defined in Section 9.

     2. No later than May 1, 2008, Windstream will offer you a 30-day period to enroll in coverage under Windstream’s retiree medical insurance contract with United Healthcare or any replacement or successor contract then in effect that provides comparable retiree medical coverage (“SMRP II”). Such coverage will apply to you and your “eligible dependents,” which for purposes of this letter constitute your spouse (or your surviving spouse in the event of your death) and each of your children who is or becomes eligible for coverage under the Windstream Comprehensive Plan of Group Insurance as in effect as of the date of this letter. If you decline coverage under the SMRP II or fail to make an election during the designated 30-day enrollment period, then you shall cease to be eligible for coverage under the SMRP II or any alternative insurance contract, and Windstream shall have no further obligation under this letter, including without limitation any obligation to provide you or your eligible dependents access to medical coverage. At any time after you have enrolled in SMRP II, you may opt out of, and thereafter opt back in to, the coverage specified in this letter without losing any future rights or benefits specified in this letter. Your right to opt out and thereafter opt back in to coverage shall be limited to two occasions during your lifetime, may only be made with respect to one or more full enrollment periods that otherwise would be applicable under this letter, and shall require at least 30-days notice to the Authorized Representative in advance of the commencement of any enrollment period with respect to which you opt out or opt back in to coverage under this letter.

     3. If you enroll in the SMRP II as provided in Section 2 above, then coverage under SMRP II shall begin immediately following the expiration of the applicable COBRA continuation period and shall continue for your lifetime (subject to your right specified in Section 2 to opt out and thereafter opt back in). Following your death, coverage under the SMRP II shall continue for each eligible dependent until the date that such dependent is no longer considered an eligible dependent. If at any time following your initial enrollment in SMRP II, SMRP II coverage becomes unavailable to Windstream or impracticable for Windstream to procure, Windstream shall use its reasonable best efforts to provide you and your eligible dependents access to medical benefits under another insurance contract that are as comparable to SMRP II as practicable.

     4. Windstream’s obligation to provide access to medical coverage under Section 3 shall apply only if you or your eligible dependents reimburse Windstream for the Required Premium (as defined below) each month commencing on or after the expiration of the applicable COBRA continuation period, within 30 days after written notice thereof. To reduce Windstream’s administrative expense, you agree to provide Windstream with automatic payment authorization instructions from a financial institution from which Windstream can draw and receive Required Premiums. If either you or your eligible dependents fails to timely pay the Required Premium to Windstream as described in this Section 4 (excluding for this purpose any failure to timely pay which is remedied by you or your eligible dependents 30 days after receipt of written notice of late payment given by Windstream), then Windstream reserves the right, in it sole discretion, to terminate such coverage, and on and after any such termination, Windstream shall have no further obligation under this letter, including without limitation any obligation to provide you or your eligible dependents access to medical coverage. For purposes of this letter, the term “Required Premium” for any month means the premium that you would be required to pay during such period for medical coverage for you and your eligible dependents (as applicable) as a “Retired Employee” under the Preferred Provider Organization constituent plan of the Windstream Comprehensive Plan of Group Insurance, or its successor (the “PPO Plan”). If, however, Windstream ceases to offer medical coverage to retirees under the PPO Plan, the Required Premium shall be based on the premium rate in effect for retiree medical coverage under any plan or program designated by Windstream (whether or not sponsored by Windstream) that the Compensation Committee of the Board of Directors of Windstream determines provides substantially similar retiree medical coverage as the former PPO Plan.

     5. Notwithstanding anything contained in this letter to the contrary, Windstream shall not be obligated to provide any post-retirement medical coverage to you or your eligible dependents unless and until the following three conditions precedent have been satisfied: (a) you retire as an active employee of Windstream on or before December 31, 2006 (the date of such retirement being the “Termination Date”); (b) on or after the Termination Date, you execute and do not revoke the Waiver and Release attached hereto; and (c) the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, expires.

     6. This letter sets forth Windstream’s sole obligation to you and your eligible dependents with regard to post-retirement medical coverage. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, has been made by any party hereto which is not embodied in this letter and no party hereto shall be bound by or liable for any alleged understanding, promise,

inducement, statement, representation, warranty, covenant or condition not so set forth. There are no third party beneficiaries of this letter, other than your eligible dependents. Any provision of this letter may be amended or modified in whole or in part at any time by an agreement in writing among the parties hereto. Each of the parties hereto agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this letter. Except to the extent preempted by federal law, this letter shall be governed by, and interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed in that State without giving effect to any conflict of laws rules or principles that might require the application of the laws of another jurisdiction. All determinations and decisions made in good faith by Windstream and the Compensation Committee of the Windstream Board of Directors in accordance with this letter shall be final, conclusive and binding on all persons.

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